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                                                                  EXECUTION COPY

                                                                   EXHIBIT 10.20

                                   $75,500,000

                             MSX INTERNATIONAL, INC.

                                       AND

                            MSX INTERNATIONAL LIMITED

                     11% SENIOR SECURED NOTE UNITS DUE 2007

                               PURCHASE AGREEMENT

                                                                   July 25, 2003

JEFFERIES & COMPANY, INC.
11100 Santa Monica Boulevard
10th Floor
Los Angeles, California 90025

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") hereby agree with you as follows:

                  1.       ISSUANCE OF UNITS. Subject to the terms and
conditions herein contained, the Issuers propose to issue and sell to Jefferies
& Company, Inc. (the "Initial Purchaser") $75,500,000 aggregate principal amount
of 11% Senior Secured Note Units due 2007 (each a "Unit" and, collectively, the
"Units"), each Unit consisting of $860 principal amount of 11% Senior Secured
Notes due 2007 issued by the Company (the "U.S. Notes") and $140 principal
amount of 11% Senior Secured Notes due 2007 issued by MSXI Limited (the "U.K.
Notes" and, together with the U.S. Notes, the "Notes"). The Notes, as Units,
will be issued pursuant to an indenture (the "Indenture"), to be dated as of
August 1, 2003, by and among the Issuers, the Subsidiary Guarantors party
thereto (as hereinafter defined), and BNY Midwest Trust Company, as trustee (the
"Trustee"). Capitalized terms used but not defined herein shall have the
meanings set forth in the Indenture.

         The Units will be offered and sold to the Initial Purchaser pursuant to
an exemption from the registration requirements under the Securities Act of
1933, as amended (the "Act"). Upon original issuance thereof, and until such
time as the same is no longer required under the applicable requirements of the
Act, the Units and Notes shall bear the legends set forth in the final offering
circular, dated the date hereof (the "Final Offering Circular"). The Issuers
have prepared a preliminary offering circular, dated July 7, 2003 (the
"Preliminary Offering Circular"), and the Final Offering Circular relating to
the offer and sale of the Units (the "Offering"). "Offering Circular" means, as
of any date or time referred to in this Agreement, the most recent offering
circular (whether the Preliminary Offering Circular or the Final Offering
Circular, and any amendment or supplement to either such document), including
exhibits and schedules thereto.

         In connection with the sale of the Units, the Company is concurrently
entering into a new senior secured revolving credit facility among the Company,
the guarantors named therein, certain lenders party

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thereto and Bank One, N.A., as agent for the lenders, which provides for a
revolving loan facility in an amount of up to $40 million (as amended,
supplemented, modified, extended or restated from time to time, the "Credit
Agreement").

                  2.       TERMS OF OFFERING. The Initial Purchaser has advised
the Issuers, and the Issuers understand, that the Initial Purchaser will make
offers to sell (the "Exempt Resales") some or all of the Notes purchased by the
Initial Purchaser hereunder on the terms set forth in the Final Offering
Circular, as amended or supplemented, to persons (the "Subsequent Purchasers")
whom the Initial Purchaser (i) reasonably believes to be "qualified
institutional buyers" ("QIBs") as defined in Rule 144A under the Act, as such
may be amended from time to time, (ii) reasonably believes (based upon written
representations made by such persons to the Initial Purchaser) to be
institutional "accredited investors" ("Accredited Investors") as defined in Rule
501(a)(1), (2), (3) or (7) under the Act or (iii) reasonably believes to be
non-U.S. persons in reliance upon Regulation S under the Act.

                  Pursuant to the Indenture, all Domestic Restricted
Subsidiaries (as defined in the Indenture) of the Company, jointly and
severally, shall fully and unconditionally guarantee, on a senior secured basis,
to each holder of the Notes and the Trustee, the payment and performance of the
Company's obligations under the Indenture and the U.S. Notes (each such
subsidiary being referred to herein as a "Subsidiary Guarantor"). The Company
and the Subsidiary Guarantors, jointly and severally, shall fully and
unconditionally guarantee, on a senior secured basis, to each Holder of U.K.
Notes and the Trustee, the payment and performance of the MSXI Limited's
obligations under the Indenture and the U.K. Notes. Each guarantee under the
U.S. Notes and U.K Notes is referred to herein as a "Guarantee".

                  Pursuant to the terms of the Collateral Agreements (as defined
in the Indenture), (i) all of the obligations under the U.S. Notes will be
secured by the Subsidiary Guarantors and a security interest in substantially
all of the assets of the Company and the Subsidiary Guarantors (except for a
prior ranking lien by the lenders under the Credit Agreement and other Permitted
Liens as such term is defined in the Indenture) and (ii) all of the obligations
under the U.K. Notes will be secured by MSXI Limited, the Company and the
Subsidiary Guarantors and a security interest in all of the accounts receivable
of MSXI Limited and substantially all of the assets of the Company and the
Subsidiary Guarantors (except for a prior ranking lien by the lenders under the
Credit Agreement and other Permitted Liens as such term is defined in the
Indenture).

                  Holders of the Units (including Subsequent Purchasers) will
have the registration rights set forth in the registration rights agreement
applicable to the Units and Notes (the "Registration Rights Agreement"), to be
executed on and dated as of the Closing Date, as such term is defined below.
Pursuant to the Registration Rights Agreement, the Issuers will agree, among
other things, to file with the Securities and Exchange Commission (the "SEC")
(a) a registration statement under the Act relating to Senior Secured Note Units
(the "Exchange Units") and the underlying Notes which shall be identical to the
Units (except that the Exchange Units shall have been registered pursuant to
such registration statement, will not be subject to restrictions on transfer or
contain additional interest provisions) to be offered in exchange for the Units
(such offer to exchange being referred to as the "Exchange Offer"), and/or (b)
under certain circumstances, a shelf registration statement pursuant to Rule 415
under the Act (the "Shelf Registration Statement") relating to the resale by
certain holders of the Units and the underlying Notes. If the Issuers fail to
satisfy their obligations under the Registration Rights Agreement, they will be
required to pay additional interest to the holders of the Notes under certain
circumstances.

                  This Agreement, the Indenture, the Collateral Agreements, the
Registration Rights Agreement, the Units, the Notes, the Guarantees, the
Exchange Units and Exchange Notes are referred to herein as the "Documents." As
used herein, unless the context otherwise requires, the terms "Units" and
"Exchange Units" shall include the underlying Notes.

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                  3.       PURCHASE, SALE AND DELIVERY. On the basis of the
representations, warranties, agreements and covenants herein contained and
subject to the terms and conditions herein set forth, the Issuers agree to issue
and sell to the Initial Purchaser, and the Initial Purchaser agrees to purchase
from the Issuers, the Units at a purchase price of 96.144% of the aggregate
principal amount thereof. Delivery to the Initial Purchaser of and payment for
the Units shall be made at a Closing (the "Closing") to be held at 10:00 a.m.,
New York time, on August 1, 2003 (the "Closing Date") at the New York offices of
Mayer, Brown, Rowe & Maw LLP.

                  The Issuers shall deliver to the Initial Purchaser one or more
certificates representing the Units and underlying Notes in definitive form,
registered in such names and denominations as the Initial Purchaser may request,
against payment by the Initial Purchaser of the purchase price therefor by
immediately available Federal funds bank wire transfer to such bank account or
accounts as the Issuers shall designate to the Initial Purchaser at least two
business days prior to the Closing. The certificates representing the Units in
definitive form shall be made available to the Initial Purchaser for inspection
at the New York offices of Mayer, Brown, Rowe & Maw LLP (or such other place as
shall be reasonably acceptable to the Initial Purchaser) not later than 10:00
a.m. one business day immediately preceding the Closing Date. Units to be
represented by one or more definitive global securities in book-entry form will
be deposited on the Closing Date, on behalf of the Issuers, with The Depository
Trust Company ("DTC") or its designated custodian, and registered in the name of
Cede & Co.

                  4.       REPRESENTATIONS AND WARRANTIES OF THE ISSUERS. Each
of the Issuers, on behalf of itself and its Subsidiaries (as defined below),
represents and warrants to the Initial Purchaser that, as of the date hereof and
as of the Closing Date:

(a)      The Preliminary Offering Circular as of its date did not, and the Final
         Offering Circular as of its date did not, and as of the Closing Date
         will not, and each supplement or amendment thereto as of its date will
         not, contain any untrue statement of a material fact or omit to state
         any material fact (except, in the case of the Preliminary Offering
         Circular, for pricing terms and other financial terms intentionally
         left blank) necessary in order to make the statements therein, in light
         of the circumstances under which they were made, not misleading;
         provided, however, that the Issuers make no representation or warranty
         as to the information furnished in writing to the Issuers by the
         Initial Purchaser specifically for use therein. No injunction or order
         has been issued that either (i) asserts that any of the transactions
         contemplated by this Agreement or each of the other Documents is
         subject to the registration requirements of the Act, or (ii) would
         prevent or suspend the issuance or sale of any of the Units or the use
         of the Preliminary Offering Circular, the Final Offering Circular or
         any amendment or supplement thereto, in any jurisdiction. Each of the
         Preliminary Offering Circular and the Final Offering Circular, as of
         their respective dates contained, and the Final Offering Circular, as
         amended or supplemented, as of the Closing Date will contain, all the
         information specified in, and meet the requirements of Rule 144A(d)(4)
         under the Act.

(b)      Each corporation, partnership, or other entity in which the Company,
         directly or indirectly through any of its subsidiaries, owns more than
         fifty percent (50%) of any class of equity securities or interests is
         listed on Schedule I attached hereto (the "Subsidiaries").

(c)      The Company and its respective Subsidiaries (i) have been duly
         organized, are validly existing and are in good standing under the laws
         of their jurisdiction of organization, (ii) have all requisite
         corporate power and corporate authority to carry on their business and
         to own, lease and operate their properties and assets, and (iii) are
         duly qualified or licensed to do business and are in good standing as a
         foreign corporation, partnership or other entity as the case may be,
         authorized to do

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         business in each jurisdiction in which the nature of such businesses or
         the ownership or leasing of such properties requires such
         qualification, except where the failure to be so qualified would not,
         individually or in the aggregate, have a material adverse effect on (A)
         the business, prospects, results of operations or financial condition
         of the Company and its Subsidiaries, taken as a whole, (B) the ability
         of the Issuers to perform their obligations in all material respects
         under any Document or (C) the validity of any of the Documents or the
         consummation of any of the transactions contemplated therein (each, a
         "Material Adverse Effect").

(d)      All of the issued and outstanding shares of capital stock of the
         Company have been duly authorized and validly issued, are fully paid
         and nonassessable, and were not issued in violation of, and are not
         subject to, any preemptive or similar rights. The column titled
         "Actual" in the table under the caption "Capitalization" in the Final
         Offering Circular (including the footnotes thereto) sets forth, as of
         March 30, 2003, the capitalization of the Company. All of the
         outstanding shares of capital stock or other equity interests of each
         of the Subsidiaries are owned, directly or indirectly, by the Company,
         free and clear of all liens, security interests, mortgages, pledges,
         charges, equities, claims or restrictions on transferability or
         encumbrances of any kind (collectively, "Liens), other than Permitted
         Liens as defined in the Final Offering Circular, and those Liens
         imposed by the Act and the securities or "Blue Sky" laws of certain
         domestic or foreign jurisdictions. Except as disclosed in the Final
         Offering Circular, there are no outstanding (A) options, warrants or
         other rights to purchase from the Company or any of its Subsidiaries
         (other than those options granted to Robert Netolicka in June 2003),
         (B) agreements, contracts, arrangements or other obligations of the
         Company or any of its Subsidiaries to issue or (C) other rights to
         convert any obligation into or exchange any securities for, in the case
         of each of clauses (A) through (C), shares of capital stock of or other
         ownership or equity interests in the Company or any of its
         Subsidiaries.

(e)      No holder of securities of the Issuers or any of their Subsidiaries
         will be entitled to have such securities registered under the
         registration statements required to be filed by the Issuers and the
         Subsidiary Guarantors with respect to the Units or Notes pursuant to
         the Registration Rights Agreement.

(f)      The Issuers and each of the Subsidiary Guarantors that are corporations
         have all requisite corporate power and corporate authority, and each of
         the Subsidiary Guarantors that is a limited partnership or limited
         liability company has all the requisite partnership or limited
         liability company power and partnership or limited liability company
         authority, as applicable, to execute, deliver and perform its
         obligations under the Documents to which it is a party and to
         consummate the transactions contemplated thereby.

(g)      This Agreement has been duly and validly authorized, executed and
         delivered by the Issuers. Each of the Indenture and the Collateral
         Agreements have been duly and validly authorized by the Issuers and the
         Subsidiary Guarantors. Each of the Indenture and the Collateral
         Agreements, when executed and delivered by the Issuers and the
         Subsidiary Guarantors, as applicable, will constitute a legal, valid
         and binding obligation of each of the Issuers and Subsidiary
         Guarantors, enforceable against each of the Issuers and the Subsidiary
         Guarantors in accordance with its terms, except that the enforcement
         thereof may be subject to (i) bankruptcy, insolvency, reorganization,
         receivership, moratorium, fraudulent conveyance or other similar laws
         now or hereafter in effect relating to creditors' rights generally and
         (ii) general principles of equity (whether applied by a court of law or
         equity) and the discretion of the court before which any proceeding
         therefor may be brought.

(h)      The Registration Rights Agreement has been duly and validly authorized
         by the Issuers. The Registration Rights Agreement, when executed and
         delivered by the Issuers, will constitute a

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         legal, valid and binding obligation of each of the Issuers, enforceable
         against each of the Issuers in accordance with its terms, except that
         (A) the enforcement thereof may be subject to (i) bankruptcy,
         insolvency, reorganization, receivership, moratorium, fraudulent
         conveyance or other similar laws now or hereafter in effect relating to
         creditors' rights generally and (ii) general principles of equity
         (whether applied by a court of law or equity) and the discretion of the
         court before which any proceeding therefor may be brought and (B) any
         rights to indemnity or contribution thereunder may be limited by
         federal and state securities laws and public policy considerations.

(i)      The Notes, when issued, will be in the form contemplated by the
         Indenture. The Indenture meets the requirements for qualification under
         the Trust Indenture Act of 1939, as amended (the "TIA"). The Units,
         Exchange Units, Notes and Exchange Notes have each been duly and
         validly authorized by each of the Issuers and, in the case of the Notes
         and Units, when authenticated, delivered to and paid for by the Initial
         Purchaser in accordance with the terms of this Agreement and the
         Indenture, will have been duly executed, issued and delivered and will
         be legal, valid and binding obligations of each of the Issuers,
         entitled to the benefit of the Indenture, the Collateral Agreements and
         the Registration Rights Agreement, and enforceable against each of the
         Issuers in accordance with their terms, except that the enforcement
         thereof may be subject to (i) bankruptcy, insolvency, reorganization,
         receivership, moratorium, fraudulent conveyance or other similar laws
         now or hereafter in effect relating to creditors' rights generally and,
         (ii) general principles of equity (whether applied by a court of law or
         equity) and the discretion of the court before which any proceeding
         therefor may be brought.

(j)      The Guarantees have been duly and validly authorized by the Subsidiary
         Guarantors and, when executed by the Subsidiary Guarantors, will have
         been duly executed, issued and delivered and will be legal, valid and
         binding obligations of the Subsidiary Guarantors, entitled to the
         benefit of the Indenture, the Collateral Agreements, and the
         Registration Rights Agreement, and enforceable against the Subsidiary
         Guarantors in accordance with their terms, except that the enforcement
         thereof may be subject to (i) bankruptcy, insolvency, reorganization,
         receivership, moratorium, fraudulent conveyance or other similar laws
         now or hereafter in effect relating to creditors' rights generally and
         (ii) general principles of equity (whether applied by a court of law or
         equity) and the discretion of the court before which any proceeding
         therefor may be brought.

(k)      Neither the Company nor any of its Subsidiaries is in violation of its
         certificate of incorporation, by-laws or, for those Subsidiaries that
         are limited liability companies, limited liability operating agreements
         (the "Charter Documents"). Neither the Company nor any of its
         respective Subsidiaries is (i) in violation of any Federal, state,
         local or foreign statute, law (including, without limitation, common
         law) or ordinance, or any judgment, decree, rule, regulation or order
         (collectively, "Applicable Law") of any federal, state, local and other
         governmental authority, governmental or regulatory agency or body,
         court, arbitrator or self-regulatory organization, domestic or foreign
         having jurisdiction over the Company or any of its Subsidiaries or any
         of their respective assets, properties or operations, except for such
         violations that could not result in a Material Adverse Effect (each, a
         "Governmental Authority"), or (ii) in breach of or default under any
         bond, debenture, note or other evidence of indebtedness, indenture,
         mortgage, deed of trust, lease or any other agreement or instrument to
         which any of them is a party or by which any of them or their
         respective property is bound (collectively, "Applicable Agreements"),
         other than as disclosed in the Final Offering Circular and except for
         breaches and defaults that could not result in a Material Adverse
         Effect. There exists no condition that, with the passage of time or
         otherwise, would constitute (a) a violation of such Charter Documents
         or Applicable Laws, (b) a breach of or default under any Applicable
         Agreement or (c) result in the imposition of any penalty or the
         acceleration of any indebtedness that in (a), (b) or (c) above could
         result in a Material Adverse Effect.

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(l)      Neither the execution, delivery or performance of the Documents nor the
         consummation of any transactions contemplated therein will conflict
         with, violate, constitute a breach of or a default (with the passage of
         time or otherwise) under, require the consent of any person (other than
         consents already obtained) under, result in the imposition of a Lien on
         any assets of the Issuers or any of their respective Subsidiaries
         (except pursuant to the Documents), or result in an acceleration of
         indebtedness under or pursuant to (i) the Charter Documents, (ii) any
         Applicable Agreement, or (iii) any Applicable Law, except for
         conflicts, violations, breaches, defaults, consent requirements, Lien
         impositions or the acceleration of indebtedness that could not result
         in a Material Adverse Effect. Immediately after consummation of the
         Offering and the transactions contemplated in the Documents, no Default
         or Event of Default (each, as defined in the Indenture) will exist.

(m)      No consent, approval, authorization or order of any Governmental
         Authority, or third party is required for the issuance and sale by the
         Issuers of the Units to the Initial Purchaser or the consummation by
         the Issuers of the other transactions contemplated hereby, except such
         as have been obtained and such as will be obtained under the Act and
         Trust Indenture Act and such as may be required under foreign
         securities laws or state securities or "Blue Sky" laws in connection
         with the purchase and resale of the Units by the Initial Purchaser.

(n)      Except as disclosed in the Final Offering Circular, there is no action,
         claim, suit, demand, hearing, notice of violation or deficiency, or
         proceeding, domestic or foreign (collectively, "Proceedings"), pending
         or, to the knowledge of the Issuers, threatened, that either (i) seeks
         to restrain, enjoin, prevent the consummation of, or otherwise
         challenge any of the Documents or any of the transactions contemplated
         therein, or (ii) would, individually or in the aggregate, have a
         Material Adverse Effect. The Issuers are not subject to any judgment,
         order, decree, rule or regulation of any Governmental Authority that
         would, individually or in the aggregate, have a Material Adverse
         Effect.

(o)      The Company and its respective Subsidiaries possess all licenses,
         permits, certificates, consents, orders, approvals and other
         authorizations from, and have made all declarations and filings with,
         all Governmental Authorities, presently required or necessary to own or
         lease, as the case may be, and to operate their respective properties
         and to carry on their respective businesses as now or proposed to be
         conducted as set forth in the Final Offering Circular ("Permits"),
         except where the failure to obtain such Permits would not, individually
         or in the aggregate, have a Material Adverse Effect; the Company and
         its Subsidiaries have fulfilled and performed all of their obligations
         with respect to such Permits and no event has occurred which allows, or
         after notice or lapse of time would allow, revocation or termination
         thereof or results in any other material impairment of the rights of
         the holder of any such Permit except where such revocation, termination
         or material impairment would not, individually or in the aggregate,
         have a Material Adverse Effect; and neither the Company nor its
         respective Subsidiaries have received any notice of any proceeding
         relating to revocation or modification of any such Permit, except as
         described in the Final Offering Circular or except where such
         revocation or modification would not, individually or in the aggregate,
         have a Material Adverse Effect.

(p)      Each of the Company and its Subsidiaries has good and marketable title
         to all personal property owned by it and good and indefeasible title to
         all leasehold estates in real and personal property being leased by it
         and, as of the Closing Date, will be free and clear of all Liens (other
         than Permitted Liens (as defined in the Indenture)). All Applicable
         Agreements to which the Company or any of its Subsidiaries is a party
         or by which any of them is bound are valid and enforceable against each
         of the Company or such Subsidiary, as applicable, and are valid and
         enforceable against the other party or parties thereto and are in full
         force and effect with only such exceptions as would not, individually
         or in the aggregate, have a Material Adverse Effect.

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(q)      Except as set forth on Schedule II attached hereto, all Tax returns
         required to be filed (taking into account all applicable extensions) by
         the Company and each of its Subsidiaries have been filed and all such
         returns are true, complete and correct in all material respects. All
         material Taxes that are due from the Company and its respective
         Subsidiaries have been paid other than those (i) currently payable
         without penalty or interest or (ii) being contested in good faith and
         by appropriate proceedings and for which adequate reserves have been
         established in accordance with generally accepted accounting principles
         of the United States, consistently applied ("GAAP"). To the knowledge
         of the Company, after reasonable inquiry, there are no proposed Tax
         assessments against the Company or any of its Subsidiaries that would,
         individually or in the aggregate, have a Material Adverse Effect. The
         accruals and reserves on the books and records of the Company and its
         respective Subsidiaries in respect of any material Tax liability for
         any period not finally determined are adequate to meet any assessments
         of Tax for any such period. For purposes of this Agreement, the term
         "Tax" and "Taxes" shall mean all Federal, state, local and foreign
         taxes, and other assessments of a similar nature (whether imposed
         directly or through withholding), including any interest, additions to
         tax, or penalties applicable thereto.

(r)      Each of the Company and its Subsidiaries owns, or is licensed under,
         and has the right to use, or can acquire on reasonable terms, adequate
         patents, patent rights, licenses, inventions, copyrights, know-how
         (including trade secrets and other unpatented and/or unpatentable
         proprietary or confidential information, systems or procedures),
         trademarks, service marks and trade names (collectively, "Intellectual
         Property") necessary for the conduct of its businesses and, as of the
         Closing Date, will be free and clear of all Liens, other than Permitted
         Liens (as defined in the Indenture). To the Company's knowledge, no
         claims or notices of any potential claim have been asserted by any
         person challenging the use of any such Intellectual Property by the
         Company or any of its Subsidiaries or questioning the validity or
         effectiveness of the Intellectual Property or any license or agreement
         related thereto (other than any claims that, if successful, would not,
         individually or in the aggregate, have a Material Adverse Effect). To
         the Company's knowledge, the use of such Intellectual Property by the
         Company or any of its Subsidiaries will not infringe on the
         Intellectual Property rights of any other person.

(s)      The Company maintains a system of internal accounting controls
         sufficient to provide reasonable assurance that (i) material
         transactions are executed in accordance with management's general or
         specific authorization, (ii) material transactions are recorded as
         necessary to permit preparation of financial statements in conformity
         with GAAP, and to maintain asset accountability, (iii) access to assets
         is permitted only in accordance with management's general or specific
         authorization and (iv) the recorded accountability for assets is
         compared with the existing assets at reasonable intervals and
         appropriate action is taken with respect to any material differences.

(t)      The audited consolidated financial statements and related notes of the
         Company contained in the Final Offering Circular (the "Financial
         Statements") present fairly in all material respects the financial
         position, results of operations and cash flows of the Company and its
         consolidated Subsidiaries, as of the respective dates and for the
         respective periods to which they apply and have been prepared in
         accordance with GAAP and comply as to form with the requirements of
         Regulation S-X of the Act. The financial data set forth under "Summary
         Consolidated Financial Data" and "Selected Consolidated Financial Data"
         included in the Final Offering Circular has been prepared on a basis
         consistent with that of the Financial Statements and present fairly in
         all material respects the financial position and results of operations
         of the Company and its consolidated Subsidiaries as of the respective
         dates and for the respective periods indicated. All other financial,
         statistical, and market and industry-related data included in the Final
         Offering Circular are fairly and accurately presented in all material
         respects and are based on or derived from sources that the Company
         believes to be reliable and accurate in all material respects.

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(u)      Subsequent to the respective dates as of which information is given in
         the Final Offering Circular, except as disclosed in the Final Offering
         Circular, (i) neither the Company nor any of its Subsidiaries has (x)
         incurred any liabilities, direct or contingent, that are material,
         individually or in the aggregate, to the Company, or (y) has entered
         into any transactions not in the ordinary course of business which are
         material with respect to the Company and its Subsidiaries considered as
         one enterprise, (ii) there has not been any material decrease in the
         capital stock or any material increase in long-term indebtedness or any
         material increase in short-term indebtedness of the Company, or any
         payment of or declaration to pay any dividends or any other
         distribution with respect to the Company, and (iii) there has not been
         any material adverse change in the business, prospects, results of
         operations or financial condition of the Company and its Subsidiaries
         in the aggregate (each of clauses (i), (ii) and (iii), a "Material
         Adverse Change").

(v)      No "nationally recognized statistical rating organization" (as such
         term is defined for purposes of Rule 436(g)(2) under the Act) (i) has
         imposed (or has informed the Company that it is considering imposing)
         any condition (financial or otherwise) on the Company retaining any
         rating assigned to the Company or any of its Subsidiaries or to any
         securities of the Company or any of its Subsidiaries, or (ii) has
         indicated to the Company that it is considering (A) the downgrading,
         suspension, or withdrawal of, or any review for a possible change that
         does not indicate the direction of the possible change in, any rating
         so assigned, or (B) any change in the outlook for any rating of the
         Company or any of its Subsidiaries or any securities of the Company or
         any of its Subsidiaries.

(w)      All indebtedness represented by the Notes is being incurred for the
         purposes set forth in the Final Offering Circular under the heading
         "Use of Proceeds." On the Closing Date, the Issuers will be solvent. As
         used in this paragraph, "solvent" means, with respect to a particular
         date, that on such date the present fair market value (present fair
         saleable value) of the assets of each the Issuers is not less than the
         total amount required to pay the probable liabilities of the Issuers on
         its total existing debts and liabilities (including contingent
         liabilities) as they become absolute and matured, the Issuers are able
         to realize upon their assets and pay their debts and other liabilities,
         contingent obligations and commitments as they mature and become due in
         the normal course of business, assuming the sale of the Units as
         contemplated by this Agreement and the Final Offering Circular, the
         Issuers are not incurring debts or liabilities beyond their ability to
         pay as such debts and liabilities mature, and the Issuers are not
         engaged in any business or transaction, and are not about to engage in
         any business or transaction, for which their property would constitute
         unreasonably small capital after giving due consideration to the
         prevailing practice in the industry in which the Issuers are engaged.
         In computing the amount of such contingent liabilities at any time, it
         is intended that such liabilities will be computed at the amount that,
         in the light of all the facts and circumstances existing at such time,
         represents the amount that can reasonably be expected to become an
         actual or matured liability.

(x)      The Issuers have not and, to their knowledge, no one acting on their
         behalf has, (i) taken, directly or indirectly, any action designed to
         cause or to result in, or that has constituted or which might
         reasonably be expected to constitute, the stabilization or manipulation
         of the price of any security of the Company to facilitate the sale or
         resale of any of the Units or Notes, (ii) sold, bid for, purchased, or
         paid anyone any compensation for soliciting purchases of, any of the
         Units, or (iii) except as disclosed in the Final Offering Circular,
         paid or agreed to pay to any person any compensation for soliciting
         another to purchase any other securities of the Issuers.

(y)      Without limiting any provision herein, no registration under the Act
         and no qualification of the Indenture under the TIA is required for the
         sale of the Notes to the Initial Purchaser as contemplated hereby or
         for the Exempt Resales, assuming (i) that the purchasers in the Exempt
         Resales are QIBs or Accredited Investors or non-U.S. persons and (ii)
         the accuracy of the Initial

                                       8

<PAGE>

         Purchaser's representations contained herein regarding the absence of
         general solicitation in connection with the sale of the Units to the
         Initial Purchaser and in the Exempt Resales.

(z)      The Units and Notes are eligible for resale pursuant to Rule 144A under
         the Act and no other securities of the Issuers are of the same class
         (within the meaning of Rule 144A under the Act) as the Units or Notes
         and listed on a national securities exchange registered under Section 6
         of the Securities Exchange Act of 1934, as amended (the "Exchange
         Act"), or quoted in a U.S. automated inter-dealer quotation system. No
         securities of the Issuers of the same class as the Units or Notes have
         been offered, issued or sold by the Issuers or any of their respective
         Affiliates within the six-month period immediately prior to the date
         hereof.

(aa)     Neither of the Issuers nor any of their respective affiliates or other
         person acting on behalf of the Company has offered or sold the Units by
         means of any general solicitation or general advertising within the
         meaning of Rule 502(c) under the Act or, with respect to Units sold
         outside the United States to non-U.S. persons (as defined in Rule 902
         under the Act), by means of any directed selling efforts within the
         meaning of Rule 902 under the Act, and the Company, any affiliate of
         the Issuers and any person acting on behalf of the Company have
         complied with and will implement the "offering restrictions" within the
         meaning of such Rule 902; provided, that no representation is made in
         this subsection with respect to the actions of the Initial Purchaser.

(bb)     Each of the Company, its Subsidiaries, and each ERISA Affiliate has
         fulfilled its obligations, if any, under the minimum funding standards
         of Section 302 of the United States Employee Retirement Income Security
         Act of 1974, as amended ("ERISA") with respect to each "pension plan"
         (as defined in Section 3(2) of ERISA), subject to Section 302 of ERISA
         which the Company, its Subsidiaries, or any ERISA Affiliate sponsors or
         maintains, or with respect to which it has (or within the last three
         years had) any obligation to make contributions, and each such plan is
         in compliance in all material respects with the presently applicable
         provisions of ERISA and the Code. Neither the Company, its
         Subsidiaries, nor any ERISA Affiliate has incurred any unpaid liability
         to the Pension Benefit Guaranty Corporation (other than for the payment
         of premiums in the ordinary course) or to any such plan under Title IV
         of ERISA. "ERISA Affiliate" means a corporation, trade or business that
         is, along with the Company or any Subsidiary, a member of a controlled
         group of corporations or a controlled group of trades or businesses, as
         described in Section 414 of the Code or Section 4001 of ERISA.

(cc)     (i) Other than the collective bargaining agreements listed on Schedule
         III attached hereto, neither the Company nor any of the Subsidiary
         Guarantors is party to or bound by any collective bargaining agreement
         with any labor organization; (ii) there is no union representation
         question existing with respect to the employees of the Company or the
         Subsidiary Guarantors, and, to the knowledge of the Company, no union
         organizing activities are taking place that, could, individually or in
         the aggregate, have a Material Adverse Effect; (iii) to the Company's
         knowledge, no union organizing or decertification efforts are underway
         or threatened against the Company or the Subsidiary Guarantors that,
         could, individually or in the aggregate, have a Material Adverse
         Effect; (iv) no labor strike, work stoppage, slowdown, or other labor
         dispute is pending against the Company or the Subsidiary Guarantors,
         or, to the knowledge of the Company, threatened against the Company or
         the Subsidiary Guarantors that, could, individually or in the
         aggregate, have a Material Adverse Effect; (iv) there is no worker's
         compensation liability, experience or matter that, could, individually
         or in the aggregate, have a Material Adverse Effect; (v) to the
         knowledge of the Company, there is no threatened or pending liability
         against the Company or the Subsidiary Guarantors pursuant to the Worker
         Adjustment Retraining and Notification Act of 1988, as amended
         ("WARN"), or any similar state or local law that, could, individually
         or in the aggregate, have a Material ---- Adverse Effect; (vi) there is
         no employment-related charge, complaint, grievance, investigation,
         unfair labor practice claim, or

                                       9

<PAGE>

         inquiry of any kind, pending against the Company or the Subsidiary
         Guarantors that could, individually or in the aggregate, have a
         Material Adverse Effect; (vii) to the knowledge of the Company, no
         employee or agent of the Company or the Subsidiary Guarantors has
         committed any act or omission giving rise to liability for any
         violation identified in subsection (v) and (vi) above, other than such
         acts or omissions that could not, individually or in the aggregate,
         have a Material Adverse Effect; and (viii) no term or condition of
         employment exists through arbitration awards, settlement agreements, or
         side agreement that is contrary to the express terms of any applicable
         collective bargaining agreement other than such term or condition that,
         could not, individually or in the aggregate, have a Material Adverse
         Effect.

(dd)     None of the transactions contemplated in the Documents will violate or
         result in a violation of Section 7 of the Exchange Act, (including,
         without limitation, Regulation T (12 C.F.R. Part 220), Regulation U (12
         C.F.R. Part 221) or Regulation X (12 C.F.R. Part 224) of the Board of
         Governors of the Federal Reserve System).

(ee)     Neither of the Issuers is nor, after giving effect to the offering and
         sale of the Units and the application of the proceeds thereof as
         described in the Final Offering Circular, will be an "investment
         company" as defined in the Investment Company Act of 1940.

(ff)     The Company has not engaged any broker, finder, commission agent or
         other person (other than the Initial Purchaser) in connection with the
         Offering or any of the transactions contemplated in the Documents, and
         the Issuers are not under any obligation to pay any broker's fee or
         commission in connection with such transactions (other than commissions
         or fees to the Initial Purchaser).

(gg)     Each of the Company and its Subsidiaries is (i) in compliance with any
         and all applicable foreign, federal, state and local laws and
         regulations relating to the protection of the environment or hazardous
         or toxic substances of wastes, pollutants or contaminants
         ("Environmental Laws"), (ii) has received and is in compliance with all
         permits, licenses or other approvals required of them under applicable
         Environmental Laws to conduct its respective businesses and (iii) has
         not received notice of any actual or potential liability for the
         investigation or remediation of any disposal or release of hazardous or
         toxic substances or wastes, pollutants or contaminants, except where
         such non-compliance with Environmental Laws, failure to receive
         required permits, licenses or other approvals, or liability would not,
         individually or in the aggregate, have a Material Adverse Effect,
         whether or not arising from transactions in the ordinary course of
         business. Neither the Company nor any of the Subsidiaries has been
         named as a "potentially responsible party" under the Comprehensive
         Environmental Response, Compensation, and Liability Act of 1980, as
         amended.

(hh)     Except as provided by the Company's Credit Agreements or as described
         in the Final Offering Circular, as of the Closing Date, there will be
         no encumbrances or restrictions on the ability of any Subsidiary of the
         Company (x) to pay dividends or make other distributions on such
         Subsidiary's capital stock or to pay any indebtedness to the Company or
         any other Subsidiary of the Company, (y) to make loans or advances or
         pay any indebtedness to, or investments in, the Company or any other
         Subsidiary of the Company or (z) to transfer any of its property or
         assets to the Company or any other Subsidiary of the Company.

(ii)     (a)      Upon:

            (i)      execution and delivery of the Collateral Agreements by the
                     Issuers and the Subsidiary Guarantors parties thereto and
                     the Collateral Agent (as defined therein), compliance by
                     the Issuers and the Subsidiary Guarantors with their
                     respective

                                       10

<PAGE>

                     obligations thereunder and execution and delivery of the
                     Intercreditor Agreement by the Administrative Agent, the
                     Collateral Agent and the Term Loan Lender (as defined in
                     the Offering Circular); and

                           (A)      in the case of Collateral (as defined in the
                                    Security Agreement) comprised of
                                    certificated securities or instruments, upon
                                    the delivery of such Collateral to the
                                    Administrative Agent accompanied by transfer
                                    instruments duly endorsed in blank, such
                                    security interest will be a valid first
                                    priority perfected security interest;
                                    provided, however, that the perfection and
                                    priority of such security interest is
                                    subject to the terms and conditions of the
                                    Intercreditor Agreement;

                           (B)      in the case of Collateral comprised of
                                    uncertificated securities and other
                                    investment property (other than certificated
                                    securities), upon the Administrative Agent
                                    obtaining sole "control" (as defined in
                                    Section 8-106 of the U.C.C., as such term
                                    relates to investment property (other than
                                    certificated securities or commodity
                                    contracts), or as used in Section 9-106 of
                                    the U.C.C., as such term relates to
                                    commodity contracts) of such Collateral and
                                    the filing of the Uniform Commercial Code
                                    financing statements delivered by the
                                    Company and each Subsidiary Guarantor having
                                    an interest in such Collateral to the
                                    Collateral Agent with respect to such
                                    Collateral, such security interest will be a
                                    valid first priority perfected security
                                    interest; provided, however, that the
                                    perfection and priority of such security
                                    interest is subject to the terms and
                                    conditions of the Intercreditor Agreement;

                           (C)      in the case of all other Collateral, in
                                    which a security interest can be perfected
                                    by filing a Uniform Commercial Code
                                    financing statement, upon the filing in the
                                    jurisdiction of incorporation or formation
                                    of the Company and each Subsidiary Guarantor
                                    Uniform Commercial Code financing statements
                                    delivered by the Company and each Subsidiary
                                    Guarantor to the Collateral Agent with
                                    respect to such Collateral, such security
                                    interest will be a valid first priority
                                    perfected security interest (except to the
                                    extent a Uniform Commercial Code financing
                                    statement was previously filed in connection
                                    with Liens permitted pursuant to Section
                                    4.17 of the Indenture and such financing
                                    statement remains effective in respect of
                                    such Collateral); provided, however, that
                                    the perfection and priority of such security
                                    interest is subject to the terms and
                                    conditions of the Intercreditor Agreement;

                           (D)      in the case of the security interest
                                    described in the instrument of charge
                                    delivered by MSXI Limited pursuant to the
                                    Indenture, registration of the instrument of
                                    charge under Section 395 of the Companies
                                    Act 1985 (UK) and delivery of notices, in
                                    form and substance satisfactory to the
                                    Collateral Agent, to all third party
                                    obligors in respect of such accounts
                                    receivable the subject of the security
                                    interest; provided, however, that perfection
                                    and priority of such security interest is
                                    subject to the terms and conditions of the
                                    Intercreditor Agreement,

                  the security interest of the Collateral Agent in the
                  Collateral (as defined in the Collateral Agreements) will be a
                  valid and enforceable perfected security interest, which
                  security

                                       11

<PAGE>

                  interests will be superior to and prior to the rights of all
                  third persons other than holders of Permitted Liens, subject
                  to the terms and conditions of the Intercreditor Agreement.

         (b)      As of the Closing Date, except with respect to Permitted
                  Liens, there will be no currently effective financing
                  statement, security agreement, chattel mortgage, real estate
                  mortgage or other document filed or recorded with any filing
                  records, registry, or other public office, that purports to
                  cover, affect or give notice of any present or possible future
                  Lien on, or security interest in, any assets or property of
                  the Company or any Subsidiary Guarantor or any rights
                  thereunder.

(jj)     Each certificate signed by any officer of the Company, or any
         Subsidiary thereof, delivered to the Initial Purchaser in connection
         with the offering of the Units shall be deemed a representation and
         warranty by the Company or any such Subsidiary thereof (and not
         individually by such officer) to the Initial Purchaser with respect to
         the matters covered thereby.

(kk)     Each of the Company and each of its respective Subsidiaries are insured
         by insurers of recognized financial responsibility against such losses
         and risks and in such amounts as are prudent and customary in the
         businesses in which they are engaged. All policies of insurance
         insuring the Company or any of its respective Subsidiaries or their
         respective businesses, assets, employees, officers and directors are in
         full force and effect. The Company and its Subsidiaries are in
         compliance with the terms of such policies and instruments in all
         material respects, and there are no claims by the Company or any of its
         Subsidiaries under any such policy or instrument as to which any
         insurance company is denying liability or defending under a reservation
         of rights clause. Neither the Company nor any such Subsidiary has been
         refused any insurance coverage sought or applied for, and neither the
         Company nor any such Subsidiary has any reason to believe that it will
         not be able to renew its existing insurance coverage as and when such
         coverage expires or to obtain similar coverage from similar insurers as
         may be necessary to continue its business at a cost that would not,
         individually or in the aggregate, have a Material Adverse Effect.

                  5.       COVENANTS OF THE COMPANY. The Issuers, on behalf of
themselves and their Subsidiaries, hereby agree:

(a)      To (i) advise the Initial Purchaser promptly after obtaining knowledge
         (and, if requested by the Initial Purchaser, confirm such advice in
         writing) of (A) the issuance by any state securities commission of any
         stop order suspending the qualification or exemption from qualification
         of any of the Units or Notes for offer or sale in any jurisdiction, or
         the initiation of any proceeding for such purpose by any state
         securities commission or other regulatory authority, or (B) the
         happening of any event during the period referred to in Section 5(d)
         that makes any statement of a material fact made in the Final Offering
         Circular untrue or that requires the making of any additions to or
         changes in the Final Offering Circular in order to make the statements
         therein, in the light of the circumstances under which they were made,
         not misleading, (ii) use its commercially reasonable efforts to prevent
         the issuance of any stop order or order suspending the qualification or
         exemption from qualification of any of the Units or Notes under any
         state securities or Blue Sky laws, and (iii) if at any time any state
         securities commission or other regulatory authority shall issue an
         order suspending the qualification or exemption from qualification of
         any of the Units or Notes under any such laws, use its commercially
         reasonable efforts to obtain the withdrawal or lifting of such order at
         the earliest possible time.

(b)      To (i) furnish the Initial Purchaser, without charge, as many copies of
         the Final Offering Circular, and any amendments or supplements thereto,
         as the Initial Purchaser may reasonably request, and (ii) promptly
         prepare, upon the Initial Purchaser's reasonable request, any amendment
         or supplement to the Final Offering Circular that the Initial
         Purchaser, upon advice of legal counsel,

                                       12

<PAGE>

         determines may be necessary in connection with Exempt Resales (and the
         Issuers hereby consent to the use of the Preliminary Offering Circular
         and the Final Offering Circular, and any amendments and supplements
         thereto, by the Initial Purchaser in connection with Exempt Resales).

(c)      Not to amend or supplement the Final Offering Circular prior to the
         Closing Date unless the Initial Purchaser shall previously have been
         advised thereof and shall have provided its written consent thereto
         (which consent shall not be unreasonably withheld or delayed).

(d)      So long as the Initial Purchaser shall hold any of the Units (or
         underlying Notes) (as determined by the Initial Purchaser), (i) if any
         event shall occur as a result of which, in the reasonable judgment of
         the Company, it becomes necessary or advisable to amend or supplement
         the Final Offering Circular in order to make the statements therein, in
         light of the circumstances under which they were made, not misleading,
         or if it is necessary to amend or supplement the Final Offering
         Circular to comply with Applicable Law, to notify the Initial Purchaser
         of any such event and to prepare, at the expense of the Company, an
         appropriate amendment or supplement to the Final Offering Circular (in
         form and substance reasonably satisfactory to the Initial Purchaser) so
         that (A) as so amended or supplemented, the Final Offering Circular
         will not include an untrue statement of material fact or omit to state
         a material fact necessary in order to make the statements therein, in
         the light of the circumstances under which they were made, not
         misleading, and (B) the Final Offering Circular will comply with
         Applicable Law and (ii) if in the reasonable judgment of the Company it
         becomes necessary or advisable to amend or supplement the Final
         Offering Circular so that the Final Offering Circular will contain all
         of the information specified in, and meet the requirements of, Rule
         144A(d)(4) of the Act, to prepare an appropriate amendment or
         supplement to the Final Offering Circular (in form and substance
         reasonably satisfactory to the Initial Purchaser) so that the Final
         Offering Circular, as so amended or supplemented, will contain the
         information specified in, and meet the requirements of, such Rule.

(e)      To cooperate with the Initial Purchaser and the Initial Purchaser's
         counsel in connection with the qualification of the Units and Notes
         under the securities or Blue Sky laws of such jurisdictions as the
         Initial Purchaser may request and continue such qualification in effect
         so long as reasonably required for Exempt Resales; provided that the
         Issuers shall not be obligated to file any general consent to service
         of process or to qualify as foreign corporations or as dealers in
         securities in any jurisdiction in which they are not otherwise so
         subject.

(f)      Whether or not any of the Offering or the transactions contemplated
         under the Documents are consummated or this Agreement is terminated, to
         pay (i) all costs, expenses, fees and taxes (other than federal, state,
         or local taxes of the Initial Purchaser) incident to and in connection
         with: (A) the preparation, printing and distribution of the Preliminary
         Offering Circular and the Final Offering Circular and all amendments
         and supplements thereto (including, without limitation, financial
         statements and exhibits), and all other agreements, memoranda,
         correspondence and other documents prepared and delivered in connection
         herewith, (B) the printing, processing and distribution (including,
         without limitation, word processing and duplication costs) and delivery
         of, each of the Documents, (C) the preparation, issuance and delivery
         of the Units, (D) the qualification of the Units for offer and sale
         under the securities or Blue Sky laws of the several states (including,
         without limitation, the reasonable fees and disbursements of the
         Initial Purchaser's counsel relating to such registration or
         qualification) and (E) furnishing such copies of the Preliminary
         Offering Circular and the Final Offering Circular, and all amendments
         and supplements thereto, as may reasonably be requested for use by the
         Initial Purchaser, (ii) all fees and expenses of the counsel,
         accountants and any other experts or advisors retained by the Company,
         (iii) all expenses and listing fees in connection with the application
         for quotation of the Notes on the Private Offerings, Resales and
         Trading Automated Linkages ("PORTAL") market,

                                       13

<PAGE>

         (iv) all fees and expenses (including fees and expenses of counsel) of
         the Company in connection with approval of the Units and Notes by DTC
         for "book-entry" transfer, (v) all fees charged by rating agencies in
         connection with the rating of the Notes, and (vi) all fees and expenses
         (including reasonable fees and expenses of counsel) of the Trustee and
         all collateral agents. If the sale of the Units provided for herein is
         not consummated because any condition to the obligations of the Initial
         Purchaser set forth in Section 7 hereof is not satisfied, because this
         Agreement is terminated pursuant to Section 9 hereof or because of any
         failure, refusal or inability on the part of the Company to perform all
         obligations and satisfy all conditions on its part to be performed or
         satisfied hereunder (other than in each such case solely by reason of a
         default by the Initial Purchaser on its obligations hereunder after all
         conditions hereunder have been satisfied in accordance herewith), the
         Company agrees to promptly reimburse the Initial Purchaser in cash upon
         demand for all fees, disbursements and out-of-pocket expenses. Except
         as set forth in paragraph (D) above, the Company shall not be
         responsible for any fees, disbursements or charges of counsel for the
         Initial Purchaser in connection with the proposed purchase and sale of
         the Units.

(g)      To use the proceeds of the Offering in all material respects as
         described in the Final Offering Circular under the caption "Use of
         Proceeds."

(h)      To do and perform all things required to be done and performed by the
         Company and its Subsidiaries under the Documents prior to and after the
         Closing Date.

(i)      Not to, and to ensure that no affiliate (as defined in Rule 501(b) of
         the Act) of the Issuers will, sell, offer for sale or solicit offers to
         buy or otherwise negotiate in respect of any "security" (as defined in
         the Act) that would be integrated with the sale of the Units or Notes
         in a manner that would require the registration under the Act of the
         sale to the Initial Purchaser or to the Subsequent Purchasers of the
         Units or Notes.

(j)      For so long as any of the Notes remain outstanding, during any period
         in which the Issuers are not subject to Section 13 or 15(d) of the
         Exchange Act, to make available, upon request, to any owner of the
         Notes in connection with any sale thereof and any prospective
         Subsequent Purchasers of such Notes from such owner, the information
         required by Rule 144A(d)(4) under the Act.

(k)      To comply with the representation letter of the Issuers to DTC relating
         to the approval of the Units and Notes by DTC for "book entry"
         transfer.

(l)      To use their reasonable best efforts to assist the Initial Purchaser in
         effecting the inclusion of the Units and, if applicable, Notes in
         PORTAL.

(m)      For so long as any of the Notes remain outstanding, the Company will
         furnish to the Initial Purchaser copies of all reports and other
         communications (financial or otherwise) furnished by the Company to the
         Trustee or to the holders of the Notes and, as soon as available,
         copies of any reports or financial statements furnished to or filed by
         the Company with the SEC or any national securities exchange on which
         any class of securities of the Company may be listed.

(n)      Except in connection with the Exchange Offer or the filing of the Shelf
         Registration Statement, not to, and not to authorize or permit any
         person acting on their behalf to, (i) distribute any offering material
         in connection with the offer and sale of the Units other than the
         Preliminary Offering Circular and the Final Offering Circular and any
         amendments and supplements to the Final Offering Circular prepared in
         compliance with this Agreement, or (ii) solicit any offer to buy or
         offer to sell the Units by means of any form of general solicitation or
         general advertising

                                       14

<PAGE>

         (including, without limitation, as such terms are used in Regulation D
         under the Act) or in any manner involving a public offering within the
         meaning of Section 4(2) of the Act.

(o)      During the two year period after the Closing Date (or such shorter
         period as may be provided for in Rule 144(k) under the Act, as the same
         may be in effect from time to time), to not, and to not permit any
         current or future Subsidiaries of either of the Issuers or any other
         affiliates (as defined in Rule 144A under the Act) controlled by the
         Company to, resell any of the Units or Notes which constitute
         "restricted securities" under Rule 144 that have been reacquired by the
         Company, any current or future Subsidiaries of the Company or any other
         affiliates (as defined in Rule 144A under the Act) controlled by the
         Company, except pursuant to an effective registration statement under
         the Act.

(p)      The Company shall pay all stamp, documentary and transfer taxes (other
         than federal, state or local income taxes of the Initial Purchaser) and
         other duties, if any, which may be imposed by the United States or any
         political subdivision thereof or taxing authority thereof or therein
         with respect to the issuance of the Units or Notes or the sale thereof
         to the Initial Purchaser.

                  6.       REPRESENTATIONS AND WARRANTIES OF THE INITIAL
PURCHASER. The Initial Purchaser represents and warrants that:

(a)      It is a QIB as defined in Rule 144A under the Act and it will offer the
         Units for resale only upon the terms and conditions set forth in this
         Agreement and in the Final Offering Circular.

(b)      It is not acquiring the Units with a view to any distribution thereof
         that would violate the Act or the securities laws of any state of the
         United States or any other applicable jurisdiction. In connection with
         the Exempt Resales, it will solicit offers to buy the Units only from,
         and will offer and sell the Units only to, (A) persons reasonably
         believed by the Initial Purchaser to be QIBs or (B) persons reasonably
         believed by the Initial Purchaser to be Accredited Investors or (C)
         non-U.S. persons reasonably believed by the Initial Purchaser to be a
         purchaser referred to in Regulation S under the Act; provided, however,
         that in purchasing such Units, such persons are deemed to have
         represented and agreed as provided under the caption "Notice to
         Investors" contained in the Final Offering Circular.

(c)      No form of general solicitation or general advertising in violation of
         the Act has been or will be used nor will any offers in any manner
         involving a public offering within the meaning of Section 4(2) of the
         Act or, with respect to Units to be sold in reliance on Regulation S,
         by means of any directed selling efforts be made by such Initial
         Purchaser or any of its representatives in connection with the offer
         and sale of any of the Units.

(d)      The Initial Purchaser will deliver to each Subsequent Purchaser of the
         Units, in connection with its original distribution of the Units, a
         copy of the Final Offering Circular, as amended and supplemented at the
         date of such delivery.

                  7.       CONDITIONS. The obligations of (i) the Initial
Purchaser to purchase the Units under this Agreement and (ii) the Issuers to
issue and sell the Units under this Agreement are subject to the satisfaction or
waiver of the conditions set forth below.

                  The obligations of the Initial Purchaser to purchase the Units
under this Agreement are subject to the satisfaction or waiver of each of the
following conditions:

(a)      All the representations and warranties of the Issuers and their
         Subsidiaries contained in this Agreement and in each of the Documents
         shall be true and correct as of the date hereof and at the

                                       15

<PAGE>

         Closing Date. On or prior to the Closing Date, the Issuers and each
         other party to the Documents (other than the Initial Purchaser) shall
         have performed or complied with all of the agreements and satisfied all
         conditions on their respective parts to be performed, complied with or
         satisfied pursuant to the Documents (other than conditions to be
         satisfied by such other parties, which the failure to so satisfy would
         not, individually or in the aggregate, have a Material Adverse Effect).

(b)      No injunction, restraining order or order of any nature by a
         Governmental Authority shall have been issued as of the Closing Date
         that would prevent or materially interfere with the consummation of the
         Offering or any of the transactions contemplated under the Documents;
         and no stop order suspending the qualification or exemption from
         qualification of any of the Units in any jurisdiction shall have been
         issued and no Proceeding for that purpose shall have been commenced or,
         to the knowledge of the Issuers after reasonable inquiry, be pending or
         contemplated as of the Closing Date.

(c)      No action shall have been taken and no Applicable Law shall have been
         enacted, adopted or issued that would, as of the Closing Date, prevent
         the consummation of the Offering or any of the transactions
         contemplated under the Documents. No Proceeding shall be pending or, to
         the knowledge of the Issuers after reasonable inquiry, threatened other
         than Proceedings that (A) if adversely determined would not,
         individually or in the aggregate, adversely affect the issuance or
         marketability of the Units, and (B) would not, individually or in the
         aggregate, have a Material Adverse Effect.

(d)      Subsequent to the respective dates as of which data and information is
         given in the Final Offering Circular, there shall not have been any
         Material Adverse Change.

(e)      The Units shall have been designated PORTAL securities in accordance
         with the rules and regulations adopted by the National Association of
         Securities Dealers, Inc. relating to trading in the PORTAL market.

(f)      On or after the date hereof, (i) there shall not have occurred any
         downgrading, suspension or withdrawal of, nor shall any notice have
         been given of any potential or intended downgrading, suspension or
         withdrawal of, or of any review (or of any potential or intended
         review) for a possible change that does not indicate the direction of
         the possible change in, any rating of the Issuers or any securities of
         the Issuers (including, without limitation, the placing of any of the
         foregoing ratings on credit watch with negative or developing
         implications or under review with an uncertain direction) by any
         "nationally recognized statistical rating organization" as such term is
         defined for purposes of Rule 436(g)(2) under the Act, (ii) there shall
         not have occurred any adverse change, nor shall any notice have been
         given of any potential or intended adverse change, in the outlook for
         any rating of the Issuers or any securities of the Issuers by any such
         rating organization and (iii) no such rating organization shall have
         given notice that it has assigned (or is considering assigning) a lower
         rating to the Notes than that on which the Notes were marketed.

(g)      The Initial Purchaser shall have received on the Closing Date:

         (i)      certificates dated the Closing Date, signed by (1) a Vice
                  President, or where appropriate, a Director and (2) the
                  principal financial or accounting officer of the Company, or
                  where appropriate, a Director on behalf of the Issuers, to the
                  effect that (a) the representations and warranties set forth
                  in Section 4 hereof are true and correct in all material
                  respects with the same force and effect as though expressly
                  made at and as of the Closing Date, (b) the Issuers have
                  complied with all agreements and satisfied all conditions in
                  all material respects on their part to be performed or
                  satisfied at or prior to the Closing Date, (c) at the Closing
                  Date, since the date hereof or since the date of the most
                  recent financial

                                       16

<PAGE>

                  statements in the Final Offering Circular (exclusive of any
                  amendment or supplement thereto after the date hereof) no
                  event or events have occurred, no information has become known
                  to the Issuers nor does any condition exist that, individually
                  or in the aggregate, would have a Material Adverse Effect, (d)
                  since the date of the most recent financial statements in the
                  Final Offering Circular (exclusive of any amendment or
                  supplement thereto after the date hereof), other than as
                  described in the Final Offering Circular or contemplated
                  hereby, neither the Company nor any Subsidiary of the Company
                  has incurred any liabilities or obligations, direct or
                  contingent, not in the ordinary course of business, that would
                  have a Material Adverse Effect or entered into any
                  transactions not in the ordinary course of business that would
                  have a Material Adverse Effect, and there has not been any
                  change in the capital stock or long-term indebtedness of the
                  Company or any Subsidiary of the Company that is material to
                  the business, condition (financial or otherwise) or results of
                  operations or prospects of the Company and its Subsidiaries,
                  taken as a whole, and (e) the sale of the Units or Notes has
                  not been enjoined (temporarily or permanently) by a Government
                  Authority with applicable jurisdiction;

         (ii)     a certificate, dated the Closing Date, executed by the
                  Secretary or where appropriate, a Director of each of the
                  Issuers and each Subsidiary Guarantor, certifying such matters
                  as the Initial Purchaser may reasonably request;

         (iii)    a certificate of solvency, dated the Closing Date, executed by
                  the principal financial or accounting officer or where
                  appropriate, a Director of each of the Issuers substantially
                  in the form previously approved and reasonably requested by
                  the Initial Purchaser;

         (iv)     The Initial Purchaser shall have received substantially
                  contemporaneously with the Closing a copy of the receipt of
                  the Payoff Letter from Bank One, N.A;

         (v)      the opinions of Dechert LLP, counsel to the Company, dated the
                  Closing Date, in the form of Exhibit A attached hereto;

         (vi)     the opinion of a local counsel to MSXI Limited, dated the
                  closing date, reasonably satisfactory to the Initial Purchaser
                  and counsel to the Initial Purchaser;

         (vii)    the opinion of local counsel to the Company in Michigan and
                  Missouri, reasonably satisfactory to the Initial Purchaser and
                  counsel to the Initial Purchaser; and

         (viii)   an opinion, dated the Closing Date, of Mayer, Brown, Rowe &
                  Maw LLP, counsel to the Initial Purchaser, in form
                  satisfactory to the Initial Purchaser covering such matters as
                  are customarily covered in such opinions.

(h)      The Initial Purchaser shall have received from PricewaterhouseCoopers
         LLP, independent auditors, with respect to the Company, (A) a customary
         comfort letter, dated the date of the Final Offering Circular, in form
         and substance reasonably satisfactory to the Initial Purchaser, with
         respect to the financial statements and certain financial information
         contained in the Final Offering Circular, and (B) a customary comfort
         letter, dated the Closing Date, in form and substance reasonably
         satisfactory to the Initial Purchaser, to the effect that
         PricewaterhouseCoopers LLP reaffirms the statements made in its letter
         furnished pursuant to clause (A).

                                       17

<PAGE>

(i)      Each of the Documents shall have been executed and delivered by all
         parties thereto, and the Initial Purchaser shall have received a fully
         executed original of each Document.

(j)      The Initial Purchaser shall have received copies in form and substance
         reasonably satisfactory to it of all opinions, certificates, letters
         and other documents delivered or required to be delivered under or in
         connection with the Offering or any transaction contemplated in the
         Documents.

(k)      The terms of each Document shall conform in all material respects to
         the description thereof in the Final Offering Circular.

(l)      The Collateral Agent shall have received (with a copy for the Initial
         Purchaser) on the Closing Date:

         (i)      appropriately completed copies of Uniform Commercial Code
                  financing statements naming the Company and each Subsidiary
                  Guarantor as a debtor and the Collateral Agent as the secured
                  party, or other similar instruments or documents to be filed
                  under the UCC of all jurisdictions as may be necessary or, in
                  the reasonable opinion of the Collateral Agent and its
                  counsel, desirable to perfect the security interests of the
                  Collateral Agent pursuant to the Security Agreement;

         (ii)     appropriately completed copies of Uniform Commercial Code Form
                  UCC-3 termination statements, if any, necessary to release all
                  Liens (other than Permitted Liens) of any Person in any
                  collateral described in any Security Agreement previously
                  granted by any Person;

         (iii)    certified copies of Uniform Commercial Code Requests for
                  Information or Copies (Form UCC-11), or a similar search
                  report certified by a party reasonably acceptable to the
                  Collateral Agent, dated a date reasonably near to the Closing
                  Date, listing all effective financing statements which name
                  the Company or any Subsidiary Guarantor (under its present
                  name and any previous names) as the debtor, together with
                  copies of such financing statements (none of which shall cover
                  any collateral described in any Collateral Agreement, other
                  than such financing statements that evidence Permitted Liens);

         (iv)     such other approvals, opinions, or documents as the Collateral
                  Agent may reasonably request in form and substance reasonably
                  satisfactory to the Collateral Agent; and

         (v)      the Collateral Agent and its counsel shall be satisfied that
                  (i) the Lien granted to the Collateral Agent, for the benefit
                  of the Secured Parties in the collateral described above is of
                  the priority described in the Final Offering Circular; and
                  (ii) no Lien exists on any of the collateral described above
                  other than the Lien created in favor of the Collateral Agent,
                  for the benefit of the Secured Parties, pursuant to a
                  Collateral Agreement, in each case subject to the Permitted
                  Liens.

(m)      All Uniform Commercial Code financing statements or other similar
         financing statements and Uniform Commercial Code Form UCC-3 termination
         statements required pursuant to clause (l)(i) and (ii) above
         (collectively, the "Filing Statements") shall have been delivered to CT
         Corporation System or another similar filing service company acceptable
         to the Collateral Agent (the "Filing Agent"). The Filing Agent shall
         have acknowledged in a writing reasonably satisfactory to the
         Collateral Agent and its counsel (i) the Filing Agent's receipt of all
         Filing Statements, (ii) that the Filing Statements have either been
         submitted for filing in the appropriate filing offices or will be
         submitted for filing in the appropriate offices within ten days
         following the Closing Date and (iii)

                                       18

<PAGE>

         that the Filing Agent will notify the Collateral Agent and its counsel
         of the results of such submissions within 30 days following the Closing
         Date.

                  The obligations of the Issuers to issue and sell the Units
under this Agreement are subject to the satisfaction or waiver of the condition
that the Company shall have received a fairness opinion from Jefferies &
Company, Inc. relating to the issuance and sale of the mezzanine term notes and
a warrant for shares of Class A common stock of the Company to Citicorp
Mezzanine III, L.P.

                  8.       INDEMNIFICATION AND CONTRIBUTION.

(a)      The Issuers agree to indemnify and hold harmless the Initial Purchaser,
         and each person, if any, who controls the Initial Purchaser within the
         meaning of Section 15 of the Act or Section 20 of the Exchange Act,
         against any losses, claims, damages or liabilities of any kind to which
         the Initial Purchaser or such controlling person may become subject
         under the Act, the Exchange Act or otherwise, insofar as any such
         losses, claims, damages or liabilities (or actions in respect thereof)
         arise out of or are based upon:

         (i)      any untrue statement or alleged untrue statement of any
                  material fact contained in any Offering Circular or any
                  amendment or supplement thereto; or

         (ii)     the omission or alleged omission to state, in any Offering
                  Circular or any amendment or supplement thereto, a material
                  fact required to be stated therein or necessary to make the
                  statements therein, in light of the circumstances under which
                  they were made, not misleading;

         and, subject to the provisions hereof, will reimburse promptly upon
         demand, the Initial Purchaser and each such controlling person for any
         legal or other expenses reasonably incurred by the Initial Purchaser or
         such controlling person in connection with investigating, defending
         against or appearing as a third-party witness in connection with any
         such loss, claim, damage, liability or action in respect thereof;
         provided, however, the Issuers will not be liable in any such case to
         the extent (but only to the extent) that any such loss, claim, damage
         or liability is finally judicially determined by a court of competent
         jurisdiction in a final, unappealable judgment, to have resulted solely
         from any untrue statement or alleged untrue statement or omission or
         alleged omission made in any Offering Circular or any amendment or
         supplement thereto in reliance upon and in conformity with written
         information concerning the Initial Purchaser furnished to the Issuers
         by the Initial Purchaser specifically for use therein. This indemnity
         agreement will be in addition to any liability that the Issuers may
         otherwise have to the indemnified parties. The Issuers shall not be
         liable under this Section 8 for any settlement of any claim or action
         effected without their prior written consent, which shall not be
         unreasonably withheld; and provided further, however, that this
         indemnity, as to the Preliminary Offering Circular, shall not inure to
         the benefit of the Initial Purchaser (or any person controlling such
         Initial Purchaser) on account of any loss, claim, damage or liability
         arising from the sale of Units or Notes to any person by such Initial
         Purchaser if such Initial Purchaser failed to send or give a copy of
         the Final Offering Circular (as the same may be supplemented or
         amended) to such person at or prior to the written confirmation of the
         sale of the Units or Notes to such person, and the untrue statement or
         alleged untrue statement or omission or alleged omission of a material
         fact in such Preliminary Offering Circular was corrected in the Final
         Offering Circular, unless such failure resulted from noncompliance by
         the Issuers with Section 5(b).

                                       19

<PAGE>

(b)      The Initial Purchaser agrees to indemnify and hold harmless each of the
         Issuers, their directors, officers and each person, if any, who
         controls the Issuers within the meaning of Section 15 of the Act or
         Section 20 of the Exchange Act against any losses, claims, damages or
         liabilities to which the Issuers or any such director, officer or
         controlling person may become subject under the Act, the Exchange Act
         or otherwise, insofar as such losses, claims, damages or liabilities
         (or actions in respect thereof) are finally judicially determined by a
         court of competent jurisdiction in a final, unappealable judgment, to
         have resulted solely from (i) any untrue statement or alleged untrue
         statement of any material fact contained in any Offering Circular or
         any amendment or supplement thereto or (ii) the omission or the alleged
         omission to state therein a material fact required to be stated in any
         Offering Circular or any amendment or supplement thereto or necessary
         to make the statements therein not misleading, in each case to the
         extent (but only to the extent) that such untrue statement or alleged
         untrue statement or omission or alleged omission was made in reliance
         upon and in conformity with written information concerning such Initial
         Purchaser, furnished to the Issuers or their agents by the Initial
         Purchaser specifically for use therein; and, subject to the limitation
         set forth immediately preceding this clause, will reimburse, promptly
         upon demand, any legal or other expenses incurred by the Issuers or any
         such director, officer or controlling person in connection with any
         such loss, claim, damage, liability or action in respect thereof. This
         indemnity agreement will be in addition to any liability that the
         Initial Purchaser may otherwise have to the indemnified parties.

(c)      As promptly as reasonably practical after receipt by an indemnified
         party under this Section 8 of notice of the commencement of any action
         for which such indemnified party is entitled to indemnification under
         this Section 8, such indemnified party will, if a claim in respect
         thereof is to be made against the indemnifying party under this Section
         8, notify the indemnifying party of the commencement thereof in
         writing; but the omission to so notify the indemnifying party (i) will
         not relieve such indemnifying party from any liability under paragraph
         (a) or (b) above unless and only to the extent it is materially
         prejudiced as a result thereof and (ii) will not, in any event, relieve
         the indemnifying party from any obligations to any indemnified party
         other than the indemnification obligation provided in paragraphs (a)
         and (b) above. In case any such action is brought against any
         indemnified party, and it notifies the indemnifying party of the
         commencement thereof, the indemnifying party will be entitled to
         participate therein and, to the extent that it may determine, jointly
         with any other indemnifying party similarly notified, to assume the
         defense thereof, with counsel reasonably satisfactory to such
         indemnified party; provided, however, that if (i) the use of counsel
         chosen by the indemnifying party to represent the indemnified party
         would present such counsel with a conflict of interest under applicable
         standards of professional responsibility, (ii) the defendants in any
         such action include both the indemnified party and the indemnifying
         party, and the indemnified party shall have been advised by counsel in
         writing that there may be one or more legal defenses available to it
         and/or other indemnified parties that are different from or additional
         to those available to the indemnifying party, or (iii) the indemnifying
         party shall not have employed counsel reasonably satisfactory to the
         indemnified party to represent the indemnified party within a
         reasonable time after receipt by the indemnifying party of notice of
         the institution of such action, then, in each such case, the
         indemnifying party shall not have the right to direct the defense of
         such action on behalf of such indemnified party or parties and such
         indemnified party or parties shall have the right to select separate
         counsel to defend such action on behalf of such indemnified party or
         parties at the expense of the indemnifying party. After notice from the
         indemnifying party to such indemnified party of its election so to
         assume the defense thereof and approval by such indemnified party of
         counsel appointed to defend such action, the indemnifying party will
         not be liable to such indemnified party under this Section 8 for any
         legal or other expenses, other than reasonable costs of investigation,
         subsequently incurred by such indemnified party in connection with the
         defense thereof, unless (i) the indemnified party shall have employed
         separate counsel in accordance with the proviso to the immediately
         preceding sentence (it being understood, however, that in

                                       20

<PAGE>

         connection with such action the indemnifying party shall not be liable
         for the expenses of more than one separate counsel (in addition to
         local counsel) in any one action or separate but substantially similar
         actions in the same jurisdiction arising out of the same general
         allegations or circumstances, designated by the Initial Purchaser in
         the case of paragraph (a) of this Section 8 or the Issuers in the case
         of paragraph (b) of this Section 8, representing the indemnified
         parties under such paragraph (a) or paragraph (b), as the case may be,
         who are parties to such action or actions) or (ii) the indemnifying
         party has authorized in writing the employment of counsel for the
         indemnified party at the expense of the indemnifying party. After such
         notice from the indemnifying party to such indemnified party, the
         indemnifying party will not be liable for the costs and expenses of any
         settlement of such action effected by such indemnified party without
         the prior written consent of the indemnifying party (which consent
         shall not be unreasonably withheld), unless such indemnified party
         waived in writing its rights under this Section 8, in which case the
         indemnified party may effect such a settlement without such consent.

(d)      No indemnifying party shall be liable under this Section 8 for any
         settlement of any claim or action (or threatened claim or action)
         effected without its written consent, which shall not be unreasonably
         withheld, but if a claim or action settled with its written consent, or
         if there be a final judgment for the plaintiff with respect to any such
         claim or action, each indemnifying party jointly and severally agrees,
         subject to the exceptions and limitations set forth above, to indemnify
         and hold harmless each indemnified party from and against any and all
         losses, claims, damages or liabilities (and legal and other expenses as
         set forth above) incurred by reason of such settlement or judgment. No
         indemnifying party shall, without the prior written consent of the
         indemnified party (which consent shall not be unreasonably withheld),
         effect any settlement or compromise of any pending or threatened
         proceeding in respect of which the indemnified party is or could have
         been a party, or indemnity could have been sought hereunder by the
         indemnified party, unless such settlement (A) includes an unconditional
         written release of the indemnified party, in form and substance
         reasonably satisfactory to the indemnified party, from all liability on
         claims that are the subject matter of such proceeding and (B) does not
         include any statement as to an admission of fault, culpability or
         failure to act by or on behalf of the indemnified party.

(e)      In circumstances in which the indemnity agreement provided for in the
         preceding paragraphs of this Section 8 is unavailable to, or
         insufficient to hold harmless, an indemnified party in respect of any
         losses, claims, damages or liabilities (or actions in respect thereof),
         each indemnifying party, in order to provide for just and equitable
         contributions, shall contribute to the amount paid or payable by such
         indemnified party as a result of such losses, claims, damages or
         liabilities (or actions in respect thereof) in such proportion as is
         appropriate to reflect (i) the relative benefits received by the
         indemnifying party or parties, on the one hand, and the indemnified
         party, on the other, from the Offering or (ii) if the allocation
         provided by the foregoing clause (i) is not permitted by applicable
         law, not only such relative benefits but also the relative fault of the
         indemnifying party or parties, on the one hand, and the indemnified
         party, on the other, in connection with the statements or omissions or
         alleged statements or omissions that resulted in such losses, claims,
         damages or liabilities (or actions in respect thereof). The relative
         benefits received by the Issuers, on the one hand, and the Initial
         Purchaser, on the other, shall be deemed to be in the same proportion
         as the total proceeds from the Offering (before deducting expenses)
         received by the Issuers bear to the total discounts and commissions
         received by the Initial Purchaser. The relative fault of the parties
         shall be determined by reference to, among other things, whether the
         untrue or alleged untrue statement of a material fact or the omission
         or alleged omission to state a material fact relates to information
         supplied by the Issuers, on the one hand, or the Initial Purchaser, on
         the other, the parties' relative intent, knowledge, access to
         information and opportunity to correct or prevent such statement or
         omission or alleged statement or omissions, and any other equitable
         considerations appropriate in the circumstances.

                                       21

<PAGE>

(f)      The Issuers and the Initial Purchaser agree that it would not be
         equitable if the amount of such contribution determined pursuant to the
         immediately preceding paragraph (e) were determined by pro rata or per
         capita allocation or by any other method of allocation that does not
         take into account the equitable considerations referred to in the first
         sentence of the immediately preceding paragraph (e). Notwithstanding
         any other provision of this Section 8, the Initial Purchaser shall not
         be obligated to make contributions hereunder that in the aggregate
         exceed the total discounts, commissions and other compensation received
         by such Initial Purchaser under this Agreement, less the aggregate
         amount of any damages that such Initial Purchaser has otherwise been
         required to pay by reason of the untrue or alleged untrue statements or
         the omissions or alleged omissions to state a material fact. No person
         guilty of fraudulent misrepresentation (within the meaning of Section
         11(f) of the Act) shall be entitled to contribution from any person who
         was not guilty of such fraudulent misrepresentation. For purposes of
         the immediately preceding paragraph (e), each person, if any, who
         controls the Initial Purchaser within the meaning of Section 15 of the
         Act or Section 20 of the Exchange Act shall have the same rights to
         contribution as the Initial Purchaser, and each director of the
         Issuers, each officer of the Issuers and each person, if any, who
         controls the Issuers within the meaning of Section 15 of the Act or
         Section 20 of the Exchange Act, shall have the same rights to
         contribution as the Issuers.

                  9.       TERMINATION. The Initial Purchaser may terminate this
Agreement at any time prior to the Closing Date by written notice to the Issuers
if any of the following has occurred:

(a)      since the date hereof, any Material Adverse Effect or development
         involving or reasonably expected to result in a prospective Material
         Adverse Effect that could, in the Initial Purchaser's reasonable
         judgment, be expected to (i) make it impracticable or inadvisable to
         proceed with the offering or delivery of the Units on the terms and in
         the manner contemplated in the Final Offering Circular, or (ii)
         materially impair the investment quality of any of the Units (or
         underlying Notes);

(b)      the failure of the Issuers to satisfy the conditions contained in
         Section 7(a) hereof on or prior to the Closing Date;

(c)      any outbreak or escalation of hostilities or other national or
         international calamity or crisis, including acts of terrorism, or
         material adverse change or disruption in economic conditions in, or in
         the financial markets of, the United States (it being understood that
         any such change or disruption shall be relative to such conditions and
         markets as in effect on the date hereof), if the effect of such
         outbreak, escalation, calamity, crisis, act or material adverse change
         in the economic conditions in, or in the financial markets of, the
         United States could be reasonably expected to make it, in the Initial
         Purchaser's judgment, impracticable or inadvisable to market or proceed
         with the offering or delivery of the Units on the terms and in the
         manner contemplated in the Final Offering Circular or to enforce
         contracts for the sale of any of the Units;

(d)      the suspension or limitation of trading generally in securities on the
         New York Stock Exchange, the American Stock Exchange or the NASDAQ
         National Market or any setting of limitations on prices for securities
         on any such exchange or NASDAQ National Market;

(e)      the enactment, publication, decree or other promulgation after the date
         hereof of any Applicable Law that in the Initial Purchaser's counsel's
         reasonable opinion materially and adversely affects, or could be
         reasonably expected to materially and adversely affect, the business,
         prospects, results of operations or financial condition of the Company
         and its subsidiaries, taken as a whole;

                                       22

<PAGE>

(f)      any securities of the Issuers shall have been downgraded or placed on
         any "watch list" for possible downgrading by any "nationally recognized
         statistical rating organization," as such term is defined for purposes
         of Rule 436(g)(2) under the Act; or

(g)      the declaration of a banking moratorium by any Governmental Authority;
         or the taking of any action by United States Federal or New York State
         authorities after the date hereof in respect of its monetary or fiscal
         affairs that in the Initial Purchaser's opinion could reasonably be
         expected to have a Material Adverse Effect on the financial markets in
         the United States.

                  10.      SURVIVAL OF REPRESENTATIONS AND INDEMNITIES. The
representations and warranties, covenants, indemnities and contribution and
expense reimbursement provisions and other agreements, representations and
warranties of the Issuers set forth in or made pursuant to this Agreement shall
remain operative and in full force and effect, and will survive delivery of and
payment for the Units, regardless of (i) any investigation, or statement as to
the results thereof, made by or on behalf of the Initial Purchaser, (ii)
acceptance of the Units, and payment for them hereunder, and (iii) any
termination of this Agreement.

                  11.      DEFAULT BY THE INITIAL PURCHASER. If the Initial
Purchaser shall breach its obligations to purchase the Units that it has agreed
to purchase hereunder on the Closing Date and arrangements satisfactory to the
Issuers for the purchase of such Units are not made within 36 hours after such
default, this Agreement shall terminate with respect to such Initial Purchaser
without liability on the part of the Issuers. Nothing herein shall relieve the
Initial Purchaser from liability for its default.

                  12.      INFORMATION SUPPLIED BY THE INITIAL PURCHASER. The
statements set forth on the cover page with respect to price and in the first
and second sentences of the third paragraph, the fifth and sixth sentences of
the fifth paragraph and the first and second sentences of the sixth paragraph
under the heading "Plan of Distribution" in the Offering Circular (to the extent
such statements relate to the Initial Purchaser) constitute the only information
furnished by the Initial Purchaser to the Issuers or their Subsidiaries for the
purposes of Sections 2(a) and 9 hereof.

                  13.      MISCELLANEOUS.

(a)      Notices given pursuant to any provision of this Agreement shall be
         addressed as follows: (i) if to the Company, to: MSX International,
         Inc., 22355 West Eleven Mile Road, Southfield, MI 48034 Attention:
         Corporate Legal Department with a copy to: Dechert LLP, 4000 Bell
         Atlantic Tower, 1717 Arch Street, Philadelphia, PA 19103, Attention:
         Craig L. Godshall, Esq.; (ii) if to MSXI Limited, to: MSX International
         Limited, 22355 West Eleven Mile Road, Southfield, MI 48034 Attention:
         Corporate Legal Department with a copy to: Dechert LLP, 4000 Bell
         Atlantic Tower, 1717 Arch Street, Philadelphia, PA 19103, Attention:
         Craig L. Godshall, Esq.; and (iii) if to the Initial Purchaser, to:
         Jefferies & Company, Inc., 11100 Santa Monica Boulevard, 10th Floor,
         Los Angeles, California 90025, Attention: Lloyd H. Feller, Esq. with a
         copy to: Mayer, Brown, Rowe & Maw LLP, 1675 Broadway, New York, New
         York 10019-5820, Attention: Ronald S. Brody, Esq., (or in any case to
         such other address as the person to be notified may have requested in
         writing).

(b)      This Agreement has been and is made solely for the benefit of and shall
         be binding upon the Issuers, the Initial Purchaser and, to the extent
         provided in Section 8 hereof, the controlling persons, officers,
         directors, partners, employees, representatives and agents referred to
         in Section 8, and their respective heirs, executors, administrators,
         successors and assigns, all as and to the extent provided in this
         Agreement, and no other person shall acquire or have any right under or

                                       23

<PAGE>

         by virtue of this Agreement. The term "successors and assigns" shall
         not include a purchaser of any of the Units or Notes from the Initial
         Purchaser merely because of such purchase.

(c)      THE VALIDITY AND INTERPRETATION OF THIS AGREEMENT, AND THE TERMS AND
         CONDITIONS SET FORTH HEREIN SHALL BE GOVERNED BY AND CONSTRUED IN
         ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO
         CONTRACTS MADE AND TO BE PERFORMED WHOLLY THEREIN, WITHOUT REGARD TO
         PRINCIPLES OF CONFLICTS OF LAW.

(d)      This Agreement may be signed in various counterparts which together
         shall constitute one and the same instrument.

(e)      The headings in this Agreement are for convenience of reference only
         and shall not limit or otherwise affect the meaning hereof.

(f)      If any term, provision, covenant or restriction of this Agreement is
         held by a court of competent jurisdiction to be invalid, illegal, void
         or unenforceable, the remainder of the terms, provisions, covenants and
         restrictions set forth herein shall remain in full force and effect and
         shall in no way be affected, impaired or invalidated, and the parties
         hereto shall use their best efforts to find and employ an alternative
         means to achieve the same or substantially the same result as that
         contemplated by such term, provision, covenant or restriction. It is
         hereby stipulated and declared to be the intention of the parties that
         they would have executed the remaining terms, provisions, covenants and
         restrictions without including any of such that may be hereafter
         declared invalid, illegal, void or unenforceable.

(g)      This Agreement may be amended, modified or supplemented, and waivers or
         consents to departures from the provisions hereof may be given,
         provided that the same are in writing and signed by all of the
         signatories hereto.

                                       24

<PAGE>

                  Please confirm that the foregoing correctly sets forth the
agreement between the Issuers and the Initial Purchaser.

                                    Very truly yours,

                                    MSX INTERNATIONAL, INC.

                                    By: /s/ Frederick K. Minturn
                                        ----------------------------------------
                                    Name:  Frederick K. Minturn
                                    Title: Executive Vice President &
                                           Chief Financial Officer

                                    MSX INTERNATIONAL LIMITED

                                    By: /s/ Frederick K. Minturn
                                        ----------------------------------------
                                    Name:  Frederick K. Minturn
                                    Title: Director

Accepted and Agreed to:
JEFFERIES & COMPANY, INC.

By: /s/ Douglas R. Speegle
    ---------------------------
    Name:  Douglas R. Speegle
    Title: Managing Director


                                                              PURCHASE AGREEMENT
<PAGE>

                                                                      SCHEDULE I

                              LIST OF SUBSIDIARIES

MSX International (Holdings), Inc.

MSX International Services (Holdings), Inc.

MSX International European (Holdings), L.L.C.

MSX International DealerNet Services, Inc.

MSX International Business Services, Inc.

Creative Technology Services, L.L.C.

MSX International Technology Services, Inc.

MSX International Engineering Services, Inc.

Intranational Computer Consultants, Inc.

Programming Management & Systems, Inc.

Chelsea Computer Consultants, Inc.

Millennium Computer Systems, Inc.

Management Resources International, Inc.

Pilot Computer Services, Incorporated

MSX International Platform Services, LLC

MegaTech Academy, Inc.

MegaTech Engineering, Inc.

MSX International Strategic Technology, Inc.

<PAGE>

                                                                     SCHEDULE II

         1. Returns required to be filed by MSX International DealerNet Services
            B.V.

         2. Returns required to be filed by MSX International Holdings Limited.

<PAGE>

                                                                    SCHEDULE III

         1.       Agreement by and between MSX International, Inc. and Local
#282 International Union United Automobile, Aerospace and Agricultural Implement
Workers of America dated May 1, 2001 to May 12, 2004;

         2.       Agreement by and between MSX International and the
International Association of Machinists and Aerospace Workers, AFL-CIO and its
affiliate the Warren Local Lodge PM2848, AFL-CIO dated September 9, 2001 to
September 9, 2004; and

         3.       Agreement by and between MSX International and the
International Association of Machinists and Aerospace Workers, AFL-CIO and its
affiliated Warren Local Lodge PM2848, AFL-CIO dated March 6, 2002 to March 7,
2005.

<PAGE>

                                                                       EXHIBIT A

                               FORM OF OPINIONS OF
                                   DECHERT LLP

July __, 2003

Jefferies & Company, Inc.
11100 Santa Monica Boulevard
10th Floor
Los Angeles, CA 90025

Re: MSX International, Inc.

Gentlemen and Ladies:

We have acted as counsel to MSX International, Inc., a Delaware corporation (the
"Company"), and the subsidiary guarantors listed on Schedule I attached hereto
(the "Subsidiary Guarantors"), including the Subsidiary Guarantors incorporated
in the States of Delaware, California and New York (the "Corporate Subsidiary
Guarantors," and together with the Company, the "Corporate Opinion Parties") and
the Subsidiary Guarantors formed as limited liability companies in the State of
Delaware (the "LLC Subsidiary Guarantors," and together with the Corporate
Opinion Parties, the "Opinion Parties"), in connection with the Purchase
Agreement dated July __, 2003 (the "Purchase Agreement"), by and among the
Company and Jefferies & Company, Inc. (the "Initial Purchaser") pursuant to
which the Company and MSXI Limited have sold to the Initial Purchaser on the
date hereof an aggregate of $100,000,000 principal amount of its % Senior
Secured Units due 2007 (the "Units"). Capitalized terms used and not otherwise
defined herein have the meanings specified in the Purchase Agreement. This
letter is delivered to you pursuant to Section 7(g)(v) of the Purchase
Agreement.

We have examined originals or copies of corporate documents and records of the
Opinion Parties, certificates of public officials and other such agreements,
instruments and other documents as we have deemed necessary or appropriate for
purposes of the opinions expressed below. With respect to certain factual
matters material to our opinions, we have, to the extent that such facts were
not independently established by us, relied upon representations of the Company
in the Purchase Agreement and on certificates or comparable documents of
officers and representatives of the Opinion Parties and public officials. We
have examined the corporate actions taken by the Opinion Parties in connection
with the authorization, execution and delivery of the Purchase Agreement and the
other Documents (as defined below), and have made such inquiry of officers and
directors of the Company as we have deemed necessary and appropriate. In making
such examination and rendering the opinions set forth below, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals, the conformity to authentic original documents of all documents
submitted to us as certified, conformed or photostatic copies and the
authenticity of the originals of such documents.

In rendering the opinions set forth below, we have also assumed that each of the
parties to the Purchase Agreement, the registration rights agreement by and
among the Company, the Subsidiary Guarantors (together with the Company, the
"MSXI Parties") and the Initial Purchaser dated as of the date hereof (the
"Registration Rights Agreement"), the indenture for the Units by and among the
MSXI Parties and BNY Midwest Trust Company, as trustee (the "Trustee"), dated as
of the date hereof (the "Indenture"), and the pledge and security agreement by
and among the MSXI Parties and the Trustee dated as of the date hereof (the
"Security Agreement" and together with the Purchase Agreement, the Registration
Rights

<PAGE>

Agreement, the Indenture, the Units and the Exchange Units to be issued in
exchange for the Units, the "Documents") other than the Opinion Parties is duly
incorporated or formed, validly existing and in good standing under the laws of
the jurisdiction of its organization and has the requisite power and authority
and has taken the action necessary to deliver the Documents and to consummate
the transactions contemplated thereby, and has duly authorized, executed and
delivered the Documents, as applicable. In addition, we have assumed that each
of the Documents constitutes legal, valid and binding obligations of each party
thereto (other than the Opinion Parties), enforceable against such other party
in accordance with their respective terms. Without limiting the generality of
the foregoing, we have assumed that the Trustee is duly organized, validly
existing and in good standing under the laws of its jurisdiction of
organization; that the Trustee has the requisite organizational and legal power
and authority to perform its obligations under the Indenture; that the Trustee
is duly qualified to engage in the activities contemplated by the Indenture;
that the Indenture has been duly authorized, executed and delivered by the
Trustee and constitutes a legal, valid and binding obligation of the Trustee,
enforceable against the Trustee in accordance with its terms; and that the
Trustee is in compliance, generally and with respect to acting as trustee under
the Indenture, with all applicable laws and regulations.

Our opinions as set forth herein are based on our consideration of only those
statutes, rules, regulations and judicial decisions which, in our experience,
are normally relevant in connection with the transactions contemplated by the
Documents. Whenever our opinion in this letter with respect to the existence or
absence of facts is qualified by the phrase "to our knowledge," "known to us" or
"of which we are aware," we are referring to the current actual knowledge or
awareness of Dechert LLP attorneys who have rendered substantive legal services
to the Company in connection with the transactions contemplated by the Documents
which knowledge has been obtained by such attorneys in such capacity. Except to
the extent expressly set forth in this letter, we have not undertaken any
independent investigation to determine the existence or absence of those facts,
and no inference as to the knowledge of the existence or absence of those facts
should be drawn from our representation of the Company.

Based upon the foregoing and subject to the assumptions and qualifications set
forth above and hereinafter, we are of the opinion that:

         1.       The Corporate Opinion Parties are duly incorporated, validly
existing and in good standing under the laws of the State of Delaware, the State
of California or the laws of the State of New York, as applicable.

         2.       The LLC Subsidiary Guarantors are duly formed, validly
existing and in good standing under the laws of the State of Delaware.

         3.       The Corporate Opinion Parties have all requisite corporate
power and corporate authority to carry on their businesses and to own, lease and
operate their properties and assets as described in the Final Offering Circular
and to execute, deliver and perform their obligations under the Documents, as
applicable, and to consummate the transactions contemplated thereby. The LLC
Subsidiary Guarantors have all requisite limited liability company power and
limited liability company authority to carry on their businesses and to own,
lease and operate their properties and assets as described in the Final Offering
Circular and to execute, deliver and perform their obligations under the
Documents, as applicable, and to consummate the transactions contemplated
thereby.

         4.       Based solely on a certification from the Secretary of State or
similar government official of the jurisdiction of qualification of each of the
MSXI Parties listed on Schedule II attached hereto, such MSXI Parties are duly
qualified or licensed to do business and are in good standing as foreign
corporations or foreign limited liability companies, as the case may be,
authorized to do business in each

<PAGE>

jurisdiction set forth on Schedule II attached hereto, except where the failure
to be so qualified could not, singly or in the aggregate, reasonably be expected
to have a Material Adverse Effect.

         5.       Based solely on our review of the stock transfer records and
the minute books of the Corporate Subsidiary Guarantors, all of the outstanding
shares of capital stock of each Corporate Subsidiary Guarantor have been duly
authorized and validly issued, and to our knowledge, were not issued in
violation of any preemptive or similar rights. To our knowledge, all of the
outstanding shares of capital stock of each Corporate Subsidiary Guarantor are
owned of record, directly or indirectly, by the Company and, to our knowledge,
are free and clear of all security interests, liens, encumbrances, equities and
claims or restrictions on transferability or voting, other than those imposed by
the Act and the securities or "Blue Sky" laws of certain domestic or foreign
jurisdictions and Permitted Liens as such term is defined in the Indenture.

         6.       The Units are in the form contemplated by the Indenture. The
execution, delivery and performance of the Units have been duly and validly
authorized by the Company, and when executed, delivered and paid for in
accordance with the terms of the Purchase Agreement and the Indenture (assuming
the due authentication and delivery of the Units by the Trustee in accordance
with the Indenture), will be the valid and legally binding obligations of the
Company, entitled to the benefits of the Indenture, the Security Agreement and
the Registration Rights Agreement, and enforceable against the Company in
accordance with their terms.

         7.       The Guarantees are in the form contemplated by the Indenture.
The Guarantees have been duly and validly authorized by each of the Corporate
Subsidiary Guarantors and the LLC Subsidiary Guarantors (collectively, the
"Opinion Party Subsidiary Guarantors") and, when the Units have been duly
executed, issued and delivered by the Company in accordance with the terms of
the Purchase Agreement and the Indenture, and the Indenture has been duly
executed, issued and delivered by each of the MSXI Parties (assuming the due
authentication of the Guarantees by the Trustee), will be legal, valid and
binding obligations of each of the Opinion Party Subsidiary Guarantors, entitled
to the benefits of the Indenture, the Security Agreement and the Registration
Rights Agreement, and enforceable against each of the Opinion Party Subsidiary
Guarantors in accordance with their terms.

         8.       The execution, delivery and performance of the Exchange Units
have been duly and validly authorized by the Company, and when executed and
delivered by the Company in accordance with the terms of the Registration Rights
Agreement and the Indenture (assuming the due authentication and delivery of the
Exchange Units by the Trustee in accordance with the Indenture), will be the
valid and legally binding obligations of the Company, entitled to the benefits
of the Indenture, the Security Agreement and the Registration Rights Agreement,
and enforceable against the Company in accordance with their terms.

         9.       The guarantees of the Exchange Units have been duly and
validly authorized by the each of the Opinion Party Subsidiary Guarantors, and
when the Exchange Units have been duly executed, issued and delivered by the
Company in accordance with the terms of the Registration Rights Agreement and
the Indenture, and the Indenture has been duly executed, issued and delivered by
each of the MSXI Parties (assuming the due authentication and delivery of such
guarantees by the Trustee in accordance with the Indenture), will be legal,
valid and binding obligations of the Opinion Party Subsidiary Guarantors,
entitled to the benefits of the Indenture, the Security Agreement and the
Registration Rights Agreement, and enforceable against each of the Opinion Party
Subsidiary Guarantors in accordance with their terms.

         10.      Each of the Corporate Opinion Parties has all requisite
corporate power and corporate authority to execute, deliver and perform its
obligations under the Registration Rights Agreement. Each

<PAGE>

of the LLC Subsidiary Guarantors has all requisite limited liability company
power and limited liability company authority to execute, deliver and perform
its obligations under the Registration Rights Agreement. The execution, delivery
and performance of the Registration Rights Agreement has been duly and validly
authorized by each of the Opinion Parties. The Registration Rights Agreement,
when executed and delivered by each MSXI Party, will constitute a legal, valid
and binding obligation of each Opinion Party, enforceable against such Opinion
Party in accordance with its terms.

         11.      Each of the Corporate Opinion Parties has all requisite
corporate power and corporate authority to execute, deliver and perform its
obligations under the Intercreditor Agreement. Each of the LLC Subsidiary
Guarantors has all requisite limited liability company power and limited
liability company authority to execute, deliver and perform its obligations
under the Intercreditor Agreement. The execution, delivery and performance of
the Intercreditor Agreement has been duly and validly authorized by each of the
Opinion Parties. The Intercreditor Agreement, when executed and delivered by
each MSXI Party, will constitute a legal, valid and binding obligation of each
Opinion Party, enforceable against such Opinion Party in accordance with its
terms.

         12.      The Company has all requisite corporate power and corporate
authority to execute, deliver and perform its obligations under the Purchase
Agreement and to consummate the transactions contemplated thereby. The
execution, delivery and performance of the Purchase Agreement and the
consummation of the transactions contemplated thereby by the Company has been
duly and validly authorized by the Company. The Purchase Agreement has been duly
and validly executed and delivered by the Company.

         13.      The Indenture is in sufficient form for qualification under
the TIA. Each of the Indenture and the Security Agreement has been duly and
validly authorized by each Opinion Party that is a party thereto. Each of the
Indenture and the Security Agreement, when executed and delivered by each MSXI
Party that is a party thereto, will constitute a legal, valid and binding
obligation of each MSXI Party, enforceable against such MSXI Party in accordance
with its terms.

         14.      When executed and delivered, the Documents will conform in all
material respects to the descriptions thereof in the Final Offering Circular.

         15.      To our knowledge, except as disclosed in the Final Offering
Circular, there are no Proceedings pending or threatened, that either (i) seek
to restrain, enjoin, prevent the consummation of, or otherwise challenge any of
the Documents or any of the transactions contemplated therein, or (ii) could,
singly or in the aggregate, reasonably be expected to have a Material Adverse
Effect.

         16.      No consent, approval, authorization or order of any
Governmental Authority is required for the issuance and sale by the Company of
the Units to the Initial Purchaser, the execution, delivery or performance by
any Opinion Party of any Document to which it is a party or the consummation by
any Opinion Party of the other transactions contemplated by the Purchase
Agreement, except such as have been obtained and such as will be obtained under
the Act and the Trust Indenture Act and such as may be required under state
securities or "Blue Sky" laws in connection with the purchase and resale of the
Units by the Initial Purchaser.

         17.      Assuming the (a) accuracy of the representations and
warranties and the performance of the agreements of the Company and each of the
Subsidiary Guarantors and of the Initial Purchaser contained in the Purchase
Agreement, (b) compliance by the Initial Purchaser with the offering and
transfer procedures and restrictions described in the Documents, and (c) the
accuracy of the representations and warranties made in accordance with the
Documents by Subsequent Purchasers to

<PAGE>

whom the Initial Purchaser initially resells the Units, it is not necessary in
connection with the offer, sale and delivery of the Units to register the Units
under the Act or to qualify the Indenture under the TIA.

         18.      Neither the execution, delivery or performance by any Opinion
Party of the Documents to which it is a party nor the consummation of any
transactions contemplated therein will conflict with, violate, constitute a
breach of or a default (with the passage of time or otherwise) under, require
the consent of any person (other than consents already obtained) under, result
in the imposition of a Lien on any assets of any Opinion Party (except pursuant
to the Documents, the Security Agreement executed pursuant to the Credit
Agreement, or the Third Lien Term Loan (as such term is defined in the Offering
Circular)), or result in an acceleration of indebtedness under or pursuant to
(i) the Charter Documents of any Opinion Party, (ii) any material agreement set
forth on Schedule III attached hereto, other than such breaches, violations or
defaults that could not, singly or in the aggregate, reasonably be expected to
have a Material Adverse Effect, or (iii) any Applicable Law.

         19.      The Issuers are not and, after giving effect to the offering
and sale of the Units and the application of the proceeds therefrom as described
in the Final Offering Circular, will not be an "investment company" as defined
in the Investment Company Act of 1940.

         20.      (a)      The Security Agreement creates a valid and
enforceable security interest in favor of the Collateral Agent (as such term is
defined in the Offering Circular) for the benefit of the Secured Parties (as
defined in the Security Agreement) in those types of Collateral (as defined in
the Security Agreement) in which a security interest may be created under
Article 9 of the Uniform Commercial Code as in effect in the State of New York
(the "New York UCC") (such Collateral, the "Article 9 Collateral").(b) The
Financing Statements naming each MSXI Party as debtor and the Collateral Agent
as secured party to be filed in the filing offices in the States of Delaware,
California, Michigan, Missouri and New York, as applicable, are in appropriate
form for filing and, when duly filed in such filing offices, will result in the
perfection of all security interests in all Article 9 Collateral which can be
perfected under the Uniform Commercial Code as in effect in such State, by the
filing of a financing statement in such State. No further action will be
required in order to perfect such security interests and to preserve, protect
and continue such perfection, except for the filing of periodic continuation
statements with respect to such Financing Statements. To our knowledge, no
mortgage, recording, registration, stamp or other similar tax or fee will be due
upon the execution, delivery, recordation, filing or performance, as the case
may be, of any financing statements referred to in this paragraph (19)(b),
except nominal filing fees.

The foregoing opinions are subject to the following qualifications:

                  (A)      The opinions expressed herein are limited by
principles of equity which may limit the availability of certain rights and
remedies and do not reflect the effect of bankruptcy, insolvency, fraudulent
conveyance, receivership, reorganization, moratorium and other laws or decisions
relating to or affecting debtors' obligations or creditors' rights generally.
The opinions expressed above also do not reflect the effect of laws and
equitable doctrines (including requirements that the parties to agreements act
reasonably and in good faith and, with respect to collateral, in a commercially
reasonable manner, and give reasonable notice prior to exercising rights and
remedies) or the effect of the exercise of discretion of the court before which
any proceeding may be brought, which may limit the availability of any
particular remedy but which will not, in our judgment, make the remedies
available to the Trustee and the Initial Purchaser under the Documents
inadequate for the practical realization of the benefits of the security
provided for in the Documents, except for the economic consequence of any delay
which may be imposed thereby or result therefrom, and except that we express no
opinion as to the rights of any of the parties to the Documents to accelerate
the due dates of any payment due thereunder or to exercise other remedies
available to them on the happening of a non-material breach of any such document
or agreement.

<PAGE>

                  (B)      Without limiting the generality of the foregoing, we
express no opinion with respect to: (1) the availability of specific performance
or other equitable remedies for noncompliance with any of the provisions
contained in the Documents; (2) the enforceability of provisions contained in
the Documents relating to the effect of laws which may be enacted in the future;
(3) the enforceability of provisions in the Documents purporting to waive the
effect of applicable laws; (4) the effectiveness of any power-of-attorney given
under the Documents which is intended to bind successors and assigns which have
not granted such powers by a power-of-attorney specifically executed by them;
(5) provisions that provide for the enforceability of the remaining terms and
provisions of the applicable Document in circumstances in which certain other
terms and provisions of such Documents are illegal or unenforceable; (6)
provisions that provide that certain rights or obligations are absolute or
unconditional; (7) provisions related to waivers of remedies (or the delay or
omission of enforcement of remedies), disclaimers, liability limitations or
limitation on the obligations of the Initial Purchaser, the Unitholders or the
Trustee in circumstances in which a failure of condition or default by any
Opinion Party is not material; or (8) the indemnification provisions of the
Documents if and to the extent that such provisions are limited by federal or
state securities laws or contravene public policy or might require
indemnification or payments with respect to any litigation against a party to a
Document determined adversely to the other party(ies) to such litigation, or any
loss, cost or expense arising out of an indemnified party's gross negligence or
willful misconduct or any violation by an indemnified party of statutory duties,
general principles of equity or public policy.

                  (C)      We have made no examination of and express no opinion
with respect to: (1) the title to, ownership of or rights in personal property
or fixtures; (2) the accuracy or sufficiency of any descriptions of Collateral,
or of any financing statements intended to perfect any security interest in
Collateral; (3) the validity or ownership of any trademarks, patents or
licenses; (4) the existence or absence of any liens, charges or encumbrances on
any Collateral; (5) except as expressly set forth in paragraphs 19(a) and 19(b),
the perfection of any lien or security interest.

                                    (D)      In addition, the opinions in
paragraphs 19(a) and 19(b) are subject to the following exceptions:

                                             (i)      to the extent that
perfection of a lien or security interest in any Collateral is governed by the
law of any jurisdiction other than the States of New York or Delaware, we
express no opinion;

                                             (ii)     that with respect to any
Collateral which is or may become fixtures (within the meaning of Section 9-313
of the UCC), we express no opinion; and

                                             (iii)    that with respect to
transactions excluded from Article 9 of the UCC by Section 9-104 thereof, we
express no opinion.

                                    (E)      In addition, the opinions in
paragraphs 19(a) and 19(b) are subject to (i) the limitations on perfection of
security interests in proceeds resulting from the operation of Section 9-306 of
the UCC; (ii) the limitations with respect to buyers in the ordinary course of
business imposed by Sections 9-307 and 9-308 of the UCC; (iii) the limitations
with respect to documents, instruments and securities imposed by Sections 8-302,
9-304 and 9-309 of the UCC; (iv) the provisions of Section 9-203 of the UCC
relating to the time of attachment; and (v) Section 552 of Title 11 of the
United States Code (the "Bankruptcy Code") with respect to any Collateral
acquired by any Opinion Party subsequent to the commencement of a case against
or by such Opinion Party under the Bankruptcy Code.

                  We do not purport to be experts in the Uniform Commercial
Codes in effect in the States of Delaware, California, Michigan or Missouri, nor
did we review official codifications of the Uniform

<PAGE>

Commercial Codes in effect in the States of Delaware, California, Michigan or
Missouri. We did, however, at your request, review standard compilations of the
versions of the Uniform Commercial Code in effect in the States of Delaware,
California, Michigan and Missouri and our opinions in paragraphs 19(a) and 19(b)
above are based solely on these procedures and not upon any other review of the
law of the States of Delaware, California, Michigan and Missouri.

                  The opinions expressed herein are limited to the federal laws
of the United States of America, the laws of the State of New York, and, to the
extent relevant, the General Corporate Law of Delaware and the California
Corporations Code that we have reviewed. We express no opinion concerning the
laws of any other jurisdiction. In addition, we express no opinion concerning
any state securities or blue sky laws.

                  This opinion speaks only as of the date hereof. We assume no
obligation to advise the addressee (or any third party) of any changes in the
law, documentation or facts that may occur after the date of this opinion.

                  Our opinions expressed herein are solely for your benefit and,
without our express written consent, neither our opinion nor this opinion letter
may be assigned, quoted, circulated or be furnished to or relied upon by any
other person.

<PAGE>

July __, 2003

Jefferies & Company, Inc.
11100 Santa Monica Boulevard
10th Floor
Los Angeles, CA  90025

Re: MSX International, Inc.

Gentlemen and Ladies:

We have acted as counsel to MSX International, Inc., a Delaware corporation (the
"Company"), in connection with the Purchase Agreement dated July __, 2003 (the
"Purchase Agreement"), by and among the Company and Jefferies & Company, Inc.
(the "Initial Purchaser") pursuant to which the Company has sold to the Initial
Purchaser on the date hereof an aggregate of $100,000,000 principal amount of
its % Senior Secured Units due 2007. Capitalized terms used and not otherwise
defined herein have the meanings specified in the Purchase Agreement. This
letter is delivered to you pursuant to Section 7(g)(v) of the Purchase
Agreement.

                  In the course of preparation by the Company of the final
offering circular dated as of July __, 2003 (including any and all exhibits
thereto and any information incorporated by reference therein, the "Final
Offering Circular"), we have participated in conferences with officers and other
representatives of the Company, representatives of the independent certified
public accountants for the Company, and representatives of the Initial Purchaser
and its counsel during which conferences the contents of the Final Offering
Circular and related matters were discussed and reviewed and, although we have
not independently verified and are not passing upon and assume no responsibility
for the accuracy, completeness or fairness of the statements contained in the
Final Offering Circular, and noting that we have relied as to materiality to a
large extent upon the statements of officers and other representatives of the
Company, on the basis of the information that was developed in the course of the
services referred to above, considered in light of our understanding of the
applicable law, nothing has come to our attention which would lead us to believe
that, at the date and time that the Purchase Agreement was executed and
delivered by the Company and the Initial Purchaser and on the date of this
letter, the Final Offering Circular (other than financial statements and
schedules, footnotes thereto, other financial or accounting data and statistical
information included or incorporated by reference therein or omitted therefrom,
as to which we make no statement) contained or contains any untrue statement of
a material fact or omitted or omits to state any material fact necessary to make
the statements therein, in the light of the circumstances under which they were
made, not misleading.

<PAGE>

This letter is being delivered solely for the benefit of the Initial Purchaser
and, without our express written consent, neither this letter nor the subject
matters covered herein may be assigned or provided to or relied upon by any
other person.