<PAGE>

                                                                   EXHIBIT 10.24

                                 AMENDMENT NO. 1

                                       TO

               AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

                  This Amendment No. 1 (this "Amendment"), effective as of
August 1st, 2003, to the Amended and Restated Registration Rights Agreement (the
"Agreement") effective as of November 28, 2000, by and among MSX INTERNATIONAL,
INC., a Delaware corporation (the "Company"), COURT SQUARE CAPITAL LIMITED, a
Delaware corporation ("Court Square"), CITICORP MEZZANINE III, L.P., a Delaware
limited partnership ("CMF"), each of the individuals or entities whose name
appears on the signature pages hereto under the heading "Management Group", each
of the individuals or entities whose name appears on the signature pages hereto
under the heading "CVC Group". Capitalized terms are used as defined in Article
I of the Agreement.

                                    RECITALS

                  WHEREAS, certain of the Stockholders, certain former
stockholders of the Company and the Company entered into a Registration Rights
Agreement, dated as of January 3, 1997, as amended (the "Original Agreement"),
to provided certain registration rights to the parties thereto;

                  WHEREAS, in connection with the transfer of shares of Common
Stock and Series A Preferred by MascoTech, Inc., a Delaware corporation, to
Court Square pursuant to a Stock Purchase Agreement, dated as of August 1, 2000,
by and between CVC and MascoTech, as amended, and the transfer of shares of
Common Stock and Series A Preferred by CVC to Court Square pursuant to a Stock
Purchase Agreement, dated as of November 28, 2000, by and between CVC and Court
Square, the Stockholders and the Company amended and restated the Original
Agreement, all in accordance with Section 11.4(b) of the Original Agreement; and

                  WHEREAS, in connection with the issuances to CMF by each of
the Company and MSX International Limited, an indirect, wholly-owned subsidiary
of the Company, of 11.5% senior secured notes in the aggregate principal amount
of $25 million, the Company has agreed to issue a stock purchase warrant
(together with all warrants issued in substitution or replacement thereof, the
"CMF Warrant") to purchase the number of Warrant Shares (as defined in the CMF
Warrant) that is specified in the CMF Warrant pursuant to a Warrant Purchase
Agreement, dated as of the date hereof, by and between the Company and CMF (as
amended, restated or modified from time to time, the "Warrant Agreement"), each
of the Company and certain of the Institutional Stockholders desire to amend a
provision of the Agreement, in accordance with Section 11.4 of the Agreement.

                  NOW, THEREFORE, the parties hereto hereby agree as follows:



<PAGE>

                                   ARTICLE I

                                    Amendment

         1.1. Section 2.1(a) is hereby amended by replacing the first sentence
of such section with the following:

                  "At any time (x) after the date hereof, the Required
                  Institutional Stockholders and (y) after January 1, 2010, CMF
                  may request (any Required Institutional Stockholder or CMF
                  making such request being, the "Requesting Investors") that
                  the Company effect a Qualifying Offering within 90 days after
                  the receipt of such request."


         1.2. Section 2.1(b) is hereby amended by replacing the first sentence
of such section with the following:

                  "Subject to Sections 2.2, 2.3 and 2.7, at any time from and
                  after the date that is 91 days after the closing of an Initial
                  Public Offering, any Requesting Investor (and, in the case of
                  CMF, after January 1, 2010, CMF) may request registration
                  under the Securities Act of all or part of their Registrable
                  Securities (i) on Form S-1 or S-2 or any similar long-form
                  registration statement (any such registration, a "Long-Form
                  Registration", and (ii) on Form S-3 or any similar short-form
                  registration statement (any such registration, a "Short-Form
                  Registration"), if the Company qualifies to use such short
                  form."


         1.3. Section 2.2 is hereby amended by adding the following sentence
immediately after the first sentence of such section:

                  "CMF will be entitled to request pursuant to this Article II
                  one Long-Form Registration."

         1.4. Section 2.3 is hereby amended by adding the following sentence
immediately after the first sentence of such section:

                  "In addition to the Long-Form Registration provided pursuant
                  to Section 2.2, CMF will be entitled to request one Short-Form
                  Registration in which the Company will pay all Registration
                  Expenses."




<PAGE>

         1.5. Section 2.5 of the Agreement shall be deleted in its entirety and
replaced with the following:

                  "(a) The Company will not include in any Demand Registration
                  any securities which are not Registrable Securities without
                  the written consent of the Requesting Investor that requested
                  such Demand Registration.

                  (b) If the Requesting Investor that requested such Demand
                  Registration and other holders of Registrable Securities to be
                  included in a Demand Registration which is an underwritten
                  offering and the managing underwriters advise the Company in
                  writing that in their opinion the number of Registrable
                  Securities requested to be included exceeds the number of
                  Registrable Securities which can be sold in such offering
                  within a price range acceptable to the Requesting Investors
                  that requested such Demand Registration, the Company will
                  include any securities to be sold in such Demand Registration
                  in the following order: (i) first, the Registrable Securities
                  owned by the Requesting Investors that requested such Demand
                  Registration; (ii) second, the Registrable Securities
                  requested to be included in such registration by other
                  Stockholders, provided, that, if the managing underwriters
                  determine in good faith that a lower number of Registrable
                  Securities requested to be included by other Stockholders
                  should be included, then only that lower number of Registrable
                  Securities requested to be included by other Stockholders
                  shall be included in such registration, and such other
                  Stockholders shall participate in the registration pro rata
                  based upon their total ownership, on a Fully Diluted Basis, of
                  Registrable Securities, provided, further, that if the
                  managing underwriters determine in good faith that a lower
                  number of Registrable Securities held by Management
                  Stockholders and/or Additional Management Stockholders than
                  such pro rata portion should be included, then such lower
                  number shall be included and, as a result thereof, a greater
                  number of Registrable Securities owned by the other
                  Stockholders may be sold; (iii) third, the securities the
                  Company proposes to sell; and (iv) fourth, any securities
                  other than Registrable Securities to be sold by persons other
                  than the Company included pursuant to Section 2.5(a) hereof.
                  Any Person other than Stockholders including any securities in
                  such registration statement pursuant to Article II hereof must
                  pay its share of the Registration Expenses as provided in
                  Article VI hereof."

         1.6. Section 11.4(b) is hereby amended by replacing the first sentence
of such section with the following:

                  "Except as otherwise provided herein, no modification,
                  amendment or waiver of any provision of this Agreement will be
                  effective against the Company or any holder of Registrable
                  Securities, unless such modification, amendment or waiver is
                  approved in writing by the Company, the Required Institutional
                  Stockholders, and, in the event that the rights and
                  obligations of the Management Stockholders





<PAGE>

                  and/or the Additional Stockholders and/or CMF are adversely
                  affected thereby, the approval of the Management Stockholders
                  and/or the Additional Stockholders and/or CMF, as the case may
                  be."

         1.7. Notices. Section 11.6 of the Agreement shall by adding the
following clause (iii) immediately at the end of existing clause (ii):

                           "(iv)    If to CMF, to:

                                    Citicorp Mezzanine III, L.P.
                                    399 Park Avenue - 14th Floor
                                    New York, New York 10043
                                    Facsimile No.: 212-888-2940
                                    Attn:  Byron Knief

                                    with copies to:

                                    Kirkland & Ellis LLP
                                    Citigroup Center
                                    153 East 53rd Street
                                    New York, New York 10022-4611
                                    Facsimile No.: 212-446-4900
                                    Attn:  Andrew Lindholm



                                   ARTICLE II

                                  MISCELLANEOUS

         2.1. Joinder Agreement. In consideration of the issuance of the CMF
Warrant by the Company, CMF agrees that:

         2.1.1. as of the date written above, it shall become a party to the
Agreement, and shall be fully bound by, and subject to, all of the covenants,
terms and conditions of the Agreement, as though an original party thereto and
shall be deemed an Additional Stockholder for all purposes thereof;

         2.1.2. for avoidance of doubt, (i) the Warrant Shares are "Registrable
Securities" (as such term is used in the Agreement) and any holder of the CMF
Warrant (whether or not the CMF Warrant is exercised) or Warrant Shares is a
"Stockholder" (as such term is defined in the Agreement) and (ii) the terms
"Class A Common," "Class B Common" and "Common Stock" (as such terms are used in
the Agreement) include the Warrant Shares.





<PAGE>

         2.2. Governing Law. This Amendment shall be governed by and construed
in accordance with the laws of the State of New York, without giving effect to
any choice of law or conflict of law provision or rule that would cause the
application of the laws of any jurisdiction other than the State of New York,
except to the extent that the General Corporation Law of the State of Delaware
applies as a result of the Company being incorporated in the State of Delaware,
in which case such General Corporation Law shall apply.

                           [Signature pages to follow]





<PAGE>



                  IN WITNESS WHEREOF, the parties hereto have executed and
delivered this Agreement as of the date first above written.

                                     MSX INTERNATIONAL, INC.


                                     By: /s/ Frederick K. Minturn
                                         ------------------------------------
                                            Name:  Frederick K. Minturn
                                            Title:  Vice President


                                     COURT SQUARE CAPITAL LIMITED


                                     By: /s/ Michael A. Delaney
                                         ------------------------------------
                                            Name:  Michael A. Delaney
                                            Title:  Vice President


                                     CITICORP MEZZANINE III, L.P.

                                          By: Citicorp Capital Investors, Ltd.
                                          Its: General Partner

                                          /s/ Byron L. Knief
                                         ------------------------------------
                                          Name: Byron L. Knief
                                          Title: President



<PAGE>



                                  MANAGEMENT STOCKHOLDERS

                                  Billig Family Limited Partnership

                                  By:
                                       -------------------------------
                                           Name:  E.H. Billig
                                           Title:  Trustee


                                  /s/ Frederick K. Minturn
                                  ------------------------------------
                                  Frederick K. Minturn


                                  ------------------------------------
                                  Thomas Stallkamp


                                  ------------------------------------
                                  John W. Risk


<PAGE>


                                Kyung Ae Bae and Ralph L. Miller, Trustees under
                                Trust Agreement, dated October 16, 1989, between
                                Kyung Ae Bae, Settlor, and Kyung Ae Bae, Trustee


                                By:
                                    ----------------------------------
                                      Name:
                                      Title:



<PAGE>



                                  CVC GROUP


                                  -------------------------------
                                  Richard M. Cashin


                                  -------------------------------
                                  Natasha Partnership


                                  By:
                                      ---------------------------
                                        Name:
                                        Title:


                                  63BR Partnership


                                  By:
                                      ---------------------------
                                        Name:
                                        Title:



                                  -------------------------------
                                  Noelle Doumar


                                  -------------------------------
                                  William T. Comfort


                                  -------------------------------
                                  David Y. Howe


                                  -------------------------------
                                  John D. Weber



<PAGE>



                                  DFT Family LP 94


                                  By:
                                     --------------------------------
                                           Name:
                                           Title:


                                  -----------------------------------
                                  Charles E. Corpening


                                  -----------------------------------
                                  Paul C. Schorr IV


                                  /s/ Michael A. Delaney
                                  -----------------------------------
                                  Michael A. Delaney


                                  Alchemy, L.P.


                                  By:
                                     --------------------------------
                                           Name:
                                           Title:


                                  Thomas F. McWilliams Flint Trust


                                  By:
                                     --------------------------------
                                           Name:  Jeanne Blasberg, Trustee


<PAGE>




                                  -----------------------------------
                                  M. Saleem Muqaddam


                                  -----------------------------------
                                  Joseph Silvestri


                                  -----------------------------------
                                  David F. Thomas


                                  -----------------------------------
                                  James A. Urry


<PAGE>


                             CITICORP VENTURE CAPITAL EQUITY PARTNERS, L.P.

                             By:      CVC PARTNERS LLC,
                                      its General Partner

                             By:      CITICORP VENTURE CAPITAL GP HOLDINGS, LTD.


                                      By:      /s/ Michael A. Delaney
                                               --------------------------
                                               Name:  Michael A. Delaney
                                               Title: Vice President


                             CVC EXECUTIVE FUND LLC

                             By:      CITICORP VENTURE CAPITAL GP HOLDINGS, LTD.

                                      By:      /s/ Michael A. Delaney
                                               --------------------------
                                               Name:  Michael A. Delaney
                                               Title: Vice President


                             CVC/SSB EMPLOYEE FUND, L.P.

                             By:      CVC PARTNERS LLC,
                                      its General Partner

                             By:      CITICORP VENTURE CAPITAL GP
                                      HOLDINGS, LTD.

                                      By:      /s/ Michael A. Delaney
                                               --------------------------
                                               Name:  Michael A. Delaney
                                               Title: Vice President


<PAGE>


                                 ADDITIONAL MANAGEMENT STOCKHOLDERS


                                 -----------------------------------
                                 Roger Fridholm


                                 -----------------------------------
                                 Kenneth Sommer


                                 -----------------------------------
                                 John W. Risk


                                 -----------------------------------
                                 Thomas T. Stallkamp


                                 -----------------------------------
                                 Carol Creel


                                 -----------------------------------
                                 David A. Crittenden


                                 -----------------------------------
                                 Cynthia Dauphinais


                                 -----------------------------------
                                 Donald R. Fields


                                 -----------------------------------
                                 Kevin D. Kyles





<PAGE>


                                 -----------------------------------
                                 Donald A. Leith








<PAGE>

                                 -------------------------------------------
                                 Elie Matalon


                                 -------------------------------------------
                                 William R. Risk


                                 -------------------------------------------
                                 Gary Sands


                                 -------------------------------------------
                                 Gary J. Valentz


                                 Bruce S. Wagner Revocable Living Trust


                                 By:
                                          ----------------------------------
                                          Name:  Bruce S. Wagner


                                 -------------------------------------------
                                 Paul J. Wagner


                                 Billig Family Limited Partnership

                                 By:
                                          ----------------------------------
                                          Name:


                                 L.M. Gardner, L.L.C.

                                 By:
                                          ----------------------------------
                                          Name:




<PAGE>

                                 ------------------------------------
                                 Richard M. Cashin

                                 /s/ Frederick K. Minturn
                                 ------------------------------------
                                 Frederick K. Minturn