EXHIBIT 10.1
                                                                    ------------
                                                               Execution Version
                                                               -----------------


                                FOURTH AMENDMENT
                             TO FINANCING AGREEMENT

     FOURTH  AMENDMENT TO FINANCING  AGREEMENT,  dated as of July 29, 2005 (this
"Amendment"),  among Milacron Inc., a Delaware  corporation  ("Milacron"),  each
subsidiary  of Milacron  listed as a borrower or a  guarantor  on the  signature
pages  thereto,  the  Lenders  party  thereto,  JPMorgan  Chase  Bank,  National
Association,  as  administrative  agent and collateral agent for the Lenders (in
each such  capacity,  together with its  successors in each such  capacity,  the
"Administrative  Agent" and "Collateral Agent",  respectively and, collectively,
the "Agents").

                              W I T N E S S E T H:
                              --------------------

     WHEREAS,  Milacron,  certain  subsidiaries  of Milacron,  the Lenders named
therein, the Agents and the other parties thereto have entered into that certain
Financing  Agreement,  dated as of June 10, 2004 (as  amended,  supplemented  or
otherwise  modified from time to time,  the "Financing  Agreement";  capitalized
terms used herein but not otherwise defined herein shall have the meanings given
such terms in the Financing Agreement); and

     WHEREAS,  the Loan Parties have  requested  that the Lenders and the Agents
amend certain  provisions of the  Financing  Agreement,  and the Lenders and the
Agents are willing to amend such  provisions to the  Financing  Agreement on the
terms and subject to the conditions set forth herein.

     NOW, THEREFORE,  in consideration of the premises and the agreements herein
contained, each of the Loan Parties, the Lenders, and the Agents hereby agree as
follows:

                                   ARTICLE I

                                   AMENDMENTS

Section 1.1  Amendments to  Definitions.  As of the Fourth  Amendment  Effective
Date, Section 1.01 of the Financing Agreement is hereby amended by:

          (a)  inserting   the   following   new   definitions   in  the  proper
alphabetical order therein:

     "Fourth Amendment" means the Fourth Amendment to Financing Agreement, dated
     as of July 29, 2005, among the Parent, each subsidiary of the Parent listed
     as a borrower or a guarantor on the signature  pages  thereto,  the Lenders
     party thereto, and the Agents.

     "Fourth  Amendment  Effective Date" has the meaning set forth in the Fourth
     Amendment.


<PAGE>


     "Permitted Foreign Indebtedness" means,  collectively,  (i) Indebtedness of
     Ferromatik  Milacron  Machhinenbau  GmbH  arising out of  Permitted  German
     Receivables Financing and (ii) the Permitted Indian Indebtedness.

     "Permitted Indian  Indebtedness"  means Indebtedness of Ferromatik Milacron
     India Limited  arising under any credit  facility  (including any letter of
     credit  facility)  under  foreign  law;  provided,  that (i) the  aggregate
     principal amount of all such Indebtedness at any time outstanding shall not
     exceed the equivalent of $4,500,000 (based on the applicable  exchange rate
     quoted by JPMorgan in effect on the Fourth Amendment  Effective Date), (ii)
     the Indebtedness of Ferromatik Milacron India Limited described in Schedule
     7.02(b) to the  Financing  Agreement is  refinanced  thereby,  and (iii) in
     connection  with such  refinancing,  all letters of credit  supporting such
     Indebtedness  in respect  of which any Loan  Party is an account  party are
     released with respect thereto.

     "Permitted  German  Receivables  Financing"  means the  factoring  of trade
     receivables  in the  ordinary  course of  business by  Ferromatik  Milacron
     Machinenbau GmbH; provided,  that the aggregate face amount with respect to
     such receivables shall not exceed,  at any one time, in the aggregate,  the
     equivalent of (euro)10,000,000.

          (b) amending and restating  clause (g) of the definition of "Permitted
Indebtedness" in its entirety to read as follows:

               (g)  Permitted Foreign Indebtedness;

          (c)  amending and restating clause (m) of the definition of "Permitted
Liens" in its entirety to read as follows

               (m)  Liens  on  assets  of  any   Foreign   Subsidiary   securing
     Indebtedness of any Foreign  Subsidiary  permitted by clauses (g) or (i) of
     the definition of Permitted Indebtedness;

     Section 1.2 Amended Fundamental Changes;  Dispositions  Covenant. As of the
Fourth Amendment  Effective Date, clause (i) of Section 7.02(c) of the Financing
Agreement is hereby amended by (a) deleting the word "and" appearing immediately
before  subclause (G) of such clause and replacing it with the punctuation  mark
"," and (b) inserting the  following  new  subclause  immediately  following the
words "sole  discretion"  appearing at the end of such  subclause (G) to read as
follows:

     and (H)  sell  or  otherwise  dispose  of  assets  consisting  of  accounts
     receivable  and  related  assets  in  connection   with  Permitted   German
     Receivables Financing

     Section  1.3  Amended  Permitted  Investments  Covenant.  As of the  Fourth
Amendment  Effective  Date,  clause  (iv) of Section  7.02(e)  of the  Financing
Agreement is hereby amended and restated in its entirety to read as follows:

          (iv)  investments  not  constituting  loans  or  advances  by (A)  any
     Domestic  Loan Party in any other  Domestic  Loan  Party,  (B) any  Foreign


<PAGE>


     Subsidiary of Milacron Capital in any other Foreign  Subsidiary of Milacron
     Capital and (C) any Foreign Subsidiary (other than a Subsidiary of Milacron
     Capital) in any other  Foreign  Subsidiary  (other than any  Subsidiary  of
     Milacron Capital);

     Section 1.4 Amended  Cumulative  Consolidated  EBITDA  Covenant.  As of the
Fourth  Amendment  Effective Date, the table set forth in Section 7.03(b) of the
Financing  Agreement  is hereby  amended and restated in its entirety to read as
follows:

<TABLE>
<CAPTION>

                                                                   Cumulative Consolidated
        Period                                                             EBITDA
        ------                                                             ------
<S>                                                                       <C>
        Six complete calendar months ending December 31,                 $24,000,000
        2004

        Nine complete calendar months ending March 31, 2005              $26,350,000

        Twelve complete calendar months ending June 30,                  $35,750,000
        2005

        Twelve complete calendar months ending September                 $27,000,000
        30, 2005

        Twelve complete calendar months ending December                  $24,000,000
        31, 2005

</TABLE>


                                   ARTICLE II

                              CONDITIONS TO CLOSING

     This  Amendment  shall  become  effective  upon  the  satisfaction  of  the
following conditions (such date, the "Fourth Amendment Effective Date"):

          (a) Fourth  Amendment.  Each Loan Party  shall have  delivered  a duly
executed counterpart of this Amendment to the Agents.

          (b) Officer's  Certificate.  The Loan Parties shall have  delivered to
the Agents a certificate of a duly  authorized  officer of each Loan Party dated
the Fourth Amendment  Effective Date, in form and substance  satisfactory to the
Agents,  to the effect  that the  representations  and  warranties  set forth in
Section 3.3 hereof are true and correct as of such date.

          (c) Consent of Required  Lenders.  The Agents  shall have  received in
writing  the consent of the  Required  Lenders to enter into this  Amendment  on
behalf of the Required Lenders.


<PAGE>


          (d)   Amendment   Fee.  The  Loan  Parties  shall  have  paid  to  the
Administrative  Agent, in immediately  available funds, for the pro rata account
of each of the Lenders that are party hereto,  a nonrefundable  amendment fee of
$93,750.

          (e) Agent Fees and Expenses.  The Loan Parties shall have paid any and
all fees  payable  to any Agent  under any fee  letter  executed  in  connection
herewith and all reasonable, out-of-pocket fees and expenses (including, without
limitation,  reasonable  fees,  costs,  client  charges and expenses of counsel)
incurred by the Agents arising from or relating to the negotiation, preparation,
execution,  delivery,  performance  and  administration  of this  Amendment  and
arising under or relating to the other Loan Documents to the extent invoiced and
presented  to the  Administrative  Borrower on or prior to the Fourth  Amendment
Effective Date.

                                  ARTICLE III

                                  MISCELLANEOUS

     Section 3.1 Effect of Amendment. Except as expressly set forth herein, this
Amendment  shall not by implication  or otherwise  limit,  impair,  constitute a
waiver of, or  otherwise  affect the  rights and  remedies  of the Agents or any
Lender under the Loan Documents,  and shall not alter,  modify,  amend or in any
way affect any of the terms,  conditions,  obligations,  covenants or agreements
contained in the Loan  Documents,  all of which are ratified and affirmed in all
respects  and  shall  continue  in full  force  and  effect;  provided  that any
transaction  consummated prior to the Fourth Amendment Effective Date that would
have been  permitted  by clause  (H) of  Section  7.02(c)(i)  as amended by this
Amendment  if  consummated  after the Fourth  Amendment  Effective  Date will be
deemed not to have been  restricted by Section 7.02(b) or (c) as of and from the
time consummated.  Nothing herein shall be deemed to entitle any Loan Party to a
consent to, or a waiver, amendment,  modification or other change of, any of the
terms,  conditions,  obligations,  covenants or agreements contained in the Loan
Documents in similar or different circumstances. This Amendment shall constitute
a "Loan Document" for all purposes of the Financing Agreement and all references
to the  Financing  Agreement  in any Loan  Document  shall  mean  the  Financing
Agreement as amended hereby.

     Section 3.2 No  Representations by Lenders or Agent. Each Loan Party hereby
acknowledges  that it has not  relied on any  representation,  written  or oral,
express  or  implied,  by any Lender or any  Agent,  other than those  expressly
contained herein, in entering into this Amendment.

     Section 3.3 Representations of the Loan Parties. Each Loan Party represents
and warrants to the Agents and the Lenders that (i) after giving  effect to this
Amendment,  (a)  the  representations  and  warranties  set  forth  in the  Loan
Documents are true and correct in all respects on and as of the date hereof with
the same  effect as though  made on the date  hereof,  except to the extent that
such  representations and warranties expressly relate to an earlier date and (b)
no Default or Event of Default  has  occurred  and is  continuing  and (ii) this
Amendment  has been duly  executed  and  delivered  by such  Loan  Party and the
Financing Agreement,  as amended hereby,  constitutes a legal, valid and binding
obligation of such Loan Party, enforceable against such Loan Party in accordance
with its terms, except as may be limited by applicable  bankruptcy,  insolvency,
reorganization,  moratorium or other similar laws  affecting  creditors'  rights
generally  and subject to general  principles  of equity,  regardless of whether
considered in a proceeding in equity or at law.


<PAGE>


     Section 3.4 Claims.  Each Loan Party represents and warrants that it has no
defenses,  offsets or counterclaims with respect to the indebtedness owed by the
Borrowers to the Lenders, other than in respect of deposits.

     Section 3.5  Successors and Assigns.  This Agreement  shall be binding upon
the parties hereto and their  respective  successors  and permitted  assigns and
shall  inure  to the  benefit  of the  parties  hereto  and the  successors  and
permitted assigns of the Lenders and the Agents.

     Section  3.6  Headings.   The  headings  and  captions  hereunder  are  for
convenience only and shall not affect the interpretation or construction of this
Amendment.

     Section 3.7 Severability.  The provisions of this Amendment are intended to
be severable.  If for any reason any provision of this  Amendment  shall be held
invalid or unenforceable in whole or in part in any jurisdiction, such provision
shall, as to such jurisdiction,  be ineffective to the extent of such invalidity
or   unenforceability   without  in  any  manner   affecting   the  validity  or
enforceability  thereof in any other  jurisdiction  or the remaining  provisions
hereof in any jurisdiction.

     Section 3.8 Costs and  Expenses.  The Loan Parties  agree to reimburse  the
Agents for their  reasonable  out-of-pocket  expenses  in  connection  with this
Amendment,  including the reasonable fees,  charges and disbursements of counsel
for the Agents.

     Section 3.9  Counterparts.  This Agreement may be executed in any number of
counterparts,  all of which taken  together  shall  constitute  one and the same
instrument,  and any party hereto may execute this Amendment by signing any such
counterpart.  Delivery of an executed  counterpart  of a signature  page to this
Amendment by  telecopier  shall be effective as delivery of a manually  executed
counterpart of this Amendment.

     SECTION 3.10  GOVERNING LAW. THE WHOLE OF THIS AMENDMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES HERETO SHALL BE GOVERNED,  CONSTRUED AND  INTERPRETED
IN  ACCORDANCE  WITH THE LAWS OF THE STATE OF NEW YORK  APPLICABLE  TO CONTRACTS
MADE AND TO BE PERFORMED IN THE STATE OF NEW YORK.

     Section  3.11  JURISDICTION,  VENUE AND  SERVICE.  EACH LOAN  PARTY  HEREBY
IRREVOCABLY  CONSENTS AND SUBMITS TO THE NONEXCLUSIVE  JURISDICTION AND VENUE OF
ALL FEDERAL  AND STATE  COURTS  LOCATED IN THE COUNTY OF NEW YORK,  STATE OF NEW
YORK AND CONSENTS THAT ANY ORDER, PROCESS, NOTICE OF MOTION OR OTHER APPLICATION
TO OR BY ANY OF SAID COURTS OR A JUDGE  THEREOF MAY BE SERVED  WITHIN OR WITHOUT
SUCH COURT'S JURISDICTION BY REGISTERED MAIL OR BY PERSONAL SERVICE,  PROVIDED A
REASONABLE  TIME FOR  APPEARANCE IS ALLOWED,  IN  CONNECTION  WITH ANY ACTION OR
PROCEEDING ARISING OUT OF, UNDER OR RELATING TO THIS AMENDMENT. AT THE OPTION OF
THE AGENTS, UPON THE INSTRUCTIONS OF THE REQUIRED LENDERS, ANY LOAN PARTY MAY BE
JOINED IN ANY  ACTION  OR  PROCEEDING  COMMENCED  BY THE  AGENTS OR THE  LENDERS
AGAINST ANY OTHER LOAN PARTY IN CONNECTION WITH OR BASED ON THIS AMENDMENT,  AND
RECOVERY  MAY BE HAD AGAINST ANY LOAN PARTY IN SUCH ACTION OR  PROCEEDING  OR IN
ANY  INDEPENDENT  ACTION OR  PROCEEDING  AGAINST  ANY LOAN  PARTY,  WITHOUT  ANY
REQUIREMENT  THAT THE AGENTS OR THE LENDERS FIRST  ASSERT,  PROSECUTE OR EXHAUST


<PAGE>


ANY  REMEDY OR CLAIM  AGAINST  ANY OTHER  LOAN  PARTY.  EACH LOAN  PARTY  HEREBY
IRREVOCABLY  WAIVES (TO THE FULLEST  EXTENT  PERMITTED  BY  APPLICABLE  LAW) ANY
OBJECTION  THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUIT,
ACTION OR PROCEEDING ARISING OUT OF, UNDER OR RELATING TO THIS AMENDMENT BROUGHT
IN ANY  FEDERAL OR STATE COURT  LOCATED IN THE COUNTY OF NEW YORK,  STATE OF NEW
YORK, AND HEREBY FURTHER  IRREVOCABLY WAIVES (TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE  LAW) ANY CLAIM THAT ANY SUCH SUIT,  ACTION OR PROCEEDING  BROUGHT IN
ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

     SECTION 3.12 WAIVER OF JURY TRIAL. EACH OF THE AGENTS,  THE LENDERS AND THE
LOAN PARTIES HEREBY  KNOWINGLY,  VOLUNTARILY  AND  INTENTIONALLY  WAIVES (TO THE
FULLEST EXTENT  PERMITTED BY APPLICABLE LAW) ANY RIGHT IT MAY HAVE TO A TRIAL BY
JURY OF ANY DISPUTE ARISING UNDER OR RELATING TO THIS AGREEMENT, AND AGREES THAT
ANY SUCH  DISPUTE  SHALL BE TRIED  BEFORE A JUDGE  SITTING  WITHOUT  A JURY.  IN
ADDITION,  EACH OF THE AGENTS, THE LENDERS AND THE LOAN PARTIES WAIVES THE RIGHT
TO INTERPOSE ANY DEFENSE BASED UPON ANY STATUTE OF  LIMITATIONS  OR ANY CLAIM OF
LACHES AND ANY SET-OFF OR COUNTER  CLAIM OF ANY NATURE OR  DESCRIPTION.  EACH OF
THE AGENTS,  THE LENDERS AND THE LOAN PARTIES  ACKNOWLEDGES  THAT THE  FOREGOING
WAIVERS ARE FREELY MADE.

                                      * * *


<PAGE>


     IN WITNESS  WHEREOF,  the undersigned have caused this Amendment to be duly
executed and delivered as of the date first above written.


                                     BORROWERS:
                                     ----------

                                     MILACRON INC.

                                     By:   /s/ R. P. Lienesch
                                       ----------------------------------------
                                     Name:  R.P. Lienesch
                                     Title: Vice-President - Finance and Chief
                                            Financial Officer


<PAGE>


                                     CIMCOOL INDUSTRIAL PRODUCTS INC.
                                     D-M-E MANUFACTURING INC.
                                     D-M-E U.S.A. INC.
                                     MILACRON INDUSTRIAL PRODUCTS, INC.
                                     MILACRON  MARKETING COMPANY
                                     MILACRON PLASTICS TECHNOLOGIES GROUP INC.
                                     NICKERSON MACHINERY CHICAGO, INC.
                                     NORTHERN SUPPLY COMPANY, INC.
                                     OAK INTERNATIONAL, INC.
                                     PLIERS INTERNATIONAL INC.
                                     UNILOY MILACRON INC.
                                     UNILOY MILACRON U.S.A. INC.

                                     By:    /s/ R. P. Lienesch
                                         ---------------------------
                                     Name:  R.P. Lienesch
                                     Title: Treasurer


<PAGE>



                                     GUARANTORS:
                                     -----------

                                     D-M-E COMPANY


                                     By:   /s/ R. P. Lienesch
                                         -------------------------------
                                     Name:  R.P. Lienesch
                                     Title: Vice President


<PAGE>


                                     MILACRON CAPITAL HOLDINGS B.V.


                                     By:    G. van Deventer
                                         ---------------------------
                                     Name:  G. van Deventer
                                     Title: Managing Director


<PAGE>



                                     MILACRON INTERNATIONAL
                                     MARKETING COMPANY

                                     By:    /s/ R. P. Lienesch
                                         -------------------------------
                                     Name:  R.P. Lienesch
                                     Title: Treasurer and Assistant Secretary



<PAGE>



                                     ADMINISTRATIVE AGENT AND COLLATERAL AGENT:
                                     -----------------------------------------


                                     JPMORGAN CHASE BANK, NATIONAL
                                     ASSOCIATION, as Administrative Agent and
                                     Collateral Agent, on behalf of the Required
                                     Lenders


                                     By:    /s/ James M. Barbato
                                         -------------------------------
                                     Name:  James M. Barbato
                                     Title: Vice President