$75,500,000 PRINCIPAL AMOUNT AT MATURITY



                             MSX INTERNATIONAL, INC.



                                       AND



                            MSX INTERNATIONAL LIMITED



                    11% OF SENIOR SECURED NOTE UNITS DUE 2007



                          REGISTRATION RIGHTS AGREEMENT



                                                                  August 1, 2003



JEFFERIES & COMPANY, INC.

520 Madison Avenue

12th Floor

New York, NY 10022



Ladies and Gentlemen:



         MSX INTERNATIONAL, INC., a Delaware corporation (the "Company"), and

its wholly-owned subsidiary MSX INTERNATIONAL LIMITED, ("MSXI Limited" and

together with the Company, the "Issuers") are issuing and selling to Jefferies &

Company, Inc. (the "Initial Purchaser"), upon the terms set forth in the

Purchase Agreement dated July 25, 2003, by and between the Issuers and the

Initial Purchaser (the "Purchase Agreement"), 75,500 Units (each, a "Unit" and

collectively, the "Units"), each Unit consisting of $860 principal amount of 11%

Senior Secured Notes due 2007 issued by MSX International Inc. (the "U.S.

Notes") and $140 principal amount of 11% Senior Secured Notes due 2007 issued by

MSX International Limited (the "U.K. Notes" and, together with U.S. Notes, the

"Notes"). As an inducement to the Initial Purchaser to enter into the Purchase

Agreement, the Issuers and the Guarantors (as defined below) agree with the

Initial Purchaser, for the benefit of the Holders (as defined below) of the

Units (including, without limitation, the Initial Purchaser), as follows:



1.       DEFINITIONS



         Capitalized terms that are used herein without definition and are

defined in the Purchase Agreement shall have the respective meanings ascribed to

them in the Purchase Agreement. As used in this Agreement, the following terms

shall have the following meanings:



         ADDITIONAL INTEREST: See Section 4(a).



         ADVICE: See Section 5(v).



         AGREEMENT: This Registration Rights Agreement, dated as of the Closing

Date, among the Issuers and the Initial Purchaser.



         APPLICABLE PERIOD: See Section 2(e).



{PAGE}



         BUSINESS DAY: A day that is not a Saturday, a Sunday or a day on which

banking institutions in the City of New York are authorized or required by law

or executive order to be closed.



         CLOSING DATE: August 1, 2003.



         COLLATERAL AGREEMENTS: Shall have the meaning set forth in the

Indenture.



         COMPANY: See the introductory paragraph to this Agreement.



         DAY: Unless otherwise expressly provided, a calendar day.



         EFFECTIVENESS DATE: The 180th day after the Issue Date.



         EFFECTIVENESS PERIOD: See Section 3(a).



         EVENT DATE: See Section 4(b).



         EXCHANGE ACT: The Securities Exchange Act of 1934, as amended, and the

rules and regulations of the SEC promulgated thereunder.



         EXCHANGE NOTES: The Exchange U.S. Notes and the Exchange U.K. Notes.



         EXCHANGE OFFER: See Section 2(a).



         EXCHANGE REGISTRATION STATEMENT: See Section 2(a).



         EXCHANGE U.K. NOTES: The Senior Secured Notes due 2007 of MSXI Limited

identical in all material respects to the U.K. Notes, including the guarantees

endorsed thereon, except for restrictive legends and additional interest

provisions.



         EXCHANGE UNITS: The Senior Secured Note Units, each consisting of the

$860 principal amount of Exchange U.S. Notes and $140 principal amount of

Exchange U.K. Notes, identical to the Units, except for references to series and

restrictive legends.



         EXCHANGE U.S. NOTES: The Senior Secured Notes due 2007 of the Company,

identical in all material respects to the U.S. Notes, including the guarantees

endorsed thereon, except for restrictive legends and additional interest

provisions.



         FILING DATE: The 90th day after the Issue Date.



         GUARANTORS: Shall mean the Company and the Subsidiary Guarantors with

respect to the U.S. Notes and the Subsidiary Guarantors with respect to the U.K.

Notes.



         HOLDER: Any registered holder of Registrable Units.



         INDEMNIFIED PARTY: See Section 7(c).



         INDEMNIFYING PARTY: See Section 7(c).



                                       2

{PAGE}



         INDENTURE: The Indenture, dated as of the Closing Date, among the

Issuers, the Subsidiary Guarantors and BNY Midwest Trust Company, as trustee,

pursuant to which the Units are being issued, as amended or supplemented from

time to time in accordance with the terms hereof.



         INITIAL PURCHASER: See the introductory paragraph to this Agreement.



         INITIAL SHELF REGISTRATION: See Section 3(a).



         INSPECTORS: See Section 5(o).



         ISSUE DATE: August 1, 2003.



         ISSUERS: See the introductory paragraph to this Agreement.



         LOSSES: See Section 7(a).



         MSXI LIMITED: See the introductory paragraph to this Agreement



         NASD: National Association of Securities Dealers, Inc.



         NOTES: Shall mean the U.S. Notes and the U.K. Notes.



         PARTICIPATING BROKER-DEALER: See Section 2(e).



         PERSON: An individual, trustee, corporation, partnership, limited

liability company, joint stock company, trust, unincorporated association,

union, business association, firm, government or agency or political subdivision

thereof, or other legal entity.



         PROSPECTUS: The prospectus included in any Registration Statement

(including, without limitation, a prospectus that discloses information

previously omitted from a prospectus filed as part of an effective registration

statement in reliance upon Rule 430A promulgated under the Securities Act), as

amended or supplemented by any prospectus supplement, with respect to the terms

of the offering of any portion of the Registrable Units covered by such

Registration Statement, and all other amendments and supplements to the

Prospectus, including post-effective amendments, and all material incorporated

by reference or deemed to be incorporated by reference in such Prospectus.



         PURCHASE AGREEMENT: See the introductory paragraph to this Agreement.



         RECORDS: See Section 5(o).



         REGISTRABLE NOTES: Notes.



         REGISTRABLE UNITS: Units (including the underlying Registrable Notes).



         REGISTRATION STATEMENT: Any registration statement of the Issuers and

the Guarantors filed with the SEC under the Securities Act (including, but not

limited to, the Exchange Registration Statement, the Shelf Registration and any

subsequent Shelf Registration) that covers

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