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                                                                     EXHIBIT 4.8


                                                                  EXECUTION COPY

                    $75,500,000 PRINCIPAL AMOUNT AT MATURITY

                             MSX INTERNATIONAL, INC.

                                       AND

                            MSX INTERNATIONAL LIMITED

                    11% OF SENIOR SECURED NOTE UNITS DUE 2007

                          REGISTRATION RIGHTS AGREEMENT

                                                                  August 1, 2003

JEFFERIES & COMPANY, INC.
520 Madison Avenue
12th Floor
New York, NY 10022

Ladies and Gentlemen:

         MSX INTERNATIONAL, INC., a Delaware corporation (the "Company"), and
its wholly-owned subsidiary MSX INTERNATIONAL LIMITED, ("MSXI Limited" and
together with the Company, the "Issuers") are issuing and selling to Jefferies &
Company, Inc. (the "Initial Purchaser"), upon the terms set forth in the
Purchase Agreement dated July 25, 2003, by and between the Issuers and the
Initial Purchaser (the "Purchase Agreement"), 75,500 Units (each, a "Unit" and
collectively, the "Units"), each Unit consisting of $860 principal amount of 11%
Senior Secured Notes due 2007 issued by MSX International Inc. (the "U.S.
Notes") and $140 principal amount of 11% Senior Secured Notes due 2007 issued by
MSX International Limited (the "U.K. Notes" and, together with U.S. Notes, the
"Notes"). As an inducement to the Initial Purchaser to enter into the Purchase
Agreement, the Issuers and the Guarantors (as defined below) agree with the
Initial Purchaser, for the benefit of the Holders (as defined below) of the
Units (including, without limitation, the Initial Purchaser), as follows:

1.       DEFINITIONS

         Capitalized terms that are used herein without definition and are
defined in the Purchase Agreement shall have the respective meanings ascribed to
them in the Purchase Agreement. As used in this Agreement, the following terms
shall have the following meanings:

         ADDITIONAL INTEREST: See Section 4(a).

         ADVICE: See Section 5(v).

         AGREEMENT: This Registration Rights Agreement, dated as of the Closing
Date, among the Issuers and the Initial Purchaser.

         APPLICABLE PERIOD: See Section 2(e).

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         BUSINESS DAY: A day that is not a Saturday, a Sunday or a day on which
banking institutions in the City of New York are authorized or required by law
or executive order to be closed.

         CLOSING DATE: August 1, 2003.

         COLLATERAL AGREEMENTS: Shall have the meaning set forth in the
Indenture.

         COMPANY: See the introductory paragraph to this Agreement.

         DAY: Unless otherwise expressly provided, a calendar day.

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

         EFFECTIVENESS PERIOD: See Section 3(a).

         EVENT DATE: See Section 4(b).

         EXCHANGE ACT: The Securities Exchange Act of 1934, as amended, and the
rules and regulations of the SEC promulgated thereunder.

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

         EXCHANGE OFFER: See Section 2(a).

         EXCHANGE REGISTRATION STATEMENT: See Section 2(a).

         EXCHANGE U.K. NOTES: The Senior Secured Notes due 2007 of MSXI Limited
identical in all material respects to the U.K. Notes, including the guarantees
endorsed thereon, except for restrictive legends and additional interest
provisions.

         EXCHANGE UNITS: The Senior Secured Note Units, each consisting of the
$860 principal amount of Exchange U.S. Notes and $140 principal amount of
Exchange U.K. Notes, identical to the Units, except for references to series and
restrictive legends.

         EXCHANGE U.S. NOTES: The Senior Secured Notes due 2007 of the Company,
identical in all material respects to the U.S. Notes, including the guarantees
endorsed thereon, except for restrictive legends and additional interest
provisions.

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

         GUARANTORS: Shall mean the Company and the Subsidiary Guarantors with
respect to the U.S. Notes and the Subsidiary Guarantors with respect to the U.K.
Notes.

         HOLDER: Any registered holder of Registrable Units.

         INDEMNIFIED PARTY: See Section 7(c).

         INDEMNIFYING PARTY: See Section 7(c).

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         INDENTURE: The Indenture, dated as of the Closing Date, among the
Issuers, the Subsidiary Guarantors and BNY Midwest Trust Company, as trustee,
pursuant to which the Units are being issued, as amended or supplemented from
time to time in accordance with the terms hereof.

         INITIAL PURCHASER: See the introductory paragraph to this Agreement.

         INITIAL SHELF REGISTRATION: See Section 3(a).

         INSPECTORS: See Section 5(o).

         ISSUE DATE: August 1, 2003.

         ISSUERS: See the introductory paragraph to this Agreement.

         LOSSES: See Section 7(a).

         MSXI LIMITED: See the introductory paragraph to this Agreement

         NASD: National Association of Securities Dealers, Inc.

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

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

         PERSON: An individual, trustee, corporation, partnership, limited
liability company, joint stock company, trust, unincorporated association,
union, business association, firm, government or agency or political subdivision
thereof, or other legal entity.

         PROSPECTUS: The prospectus included in any Registration Statement
(including, without limitation, a prospectus that discloses information
previously omitted from a prospectus filed as part of an effective registration
statement in reliance upon Rule 430A promulgated under the Securities Act), as
amended or supplemented by any prospectus supplement, with respect to the terms
of the offering of any portion of the Registrable Units covered by such
Registration Statement, and all other amendments and supplements to the
Prospectus, including post-effective amendments, and all material incorporated
by reference or deemed to be incorporated by reference in such Prospectus.

         PURCHASE AGREEMENT: See the introductory paragraph to this Agreement.

         RECORDS: See Section 5(o).

         REGISTRABLE NOTES: Notes.

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

         REGISTRATION STATEMENT: Any registration statement of the Issuers and
the Guarantors filed with the SEC under the Securities Act (including, but not
limited to, the Exchange Registration Statement, the Shelf Registration and any
subsequent Shelf Registration) that covers

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any of the Registrable Units or Registrable Notes pursuant to the provisions of
this Agreement, including the Prospectus, amendments and supplements to such
registration statement, including post-effective amendments, all exhibits and
all material incorporated by reference or deemed to be incorporated by reference
in such registration statement.

         RULE 144: Rule 144 promulgated under the Securities Act, as such Rule
may be amended from time to time, or any similar rule (other than Rule 144A) or
regulation hereafter adopted by the SEC providing for offers and sales of
securities made in compliance therewith resulting in offers and sales by
subsequent holders that are not affiliates of an issuer or such securities being
free of the registration and prospectus delivery requirements of the Securities
Act.

         RULE 144A: Rule 144A promulgated under the Securities Act, as such Rule
may be amended from time to time, or any similar rule (other than Rule 144) or
regulation hereafter adopted by the SEC.

         RULE 415: Rule 415 promulgated under the Securities Act, as such Rule
may be amended from time to time, or any similar rule or regulation hereafter
adopted by the SEC.

         RULE 430A: Rule 430A promulgated under the Securities Act, as such Rule
may be amended from time to time, or any similar rule or regulation hereafter
adopted by the SEC.

         SEC: The Securities and Exchange Commission.

         SECURITIES: The Units, the Exchange Units, the Notes and the Exchange
Notes.

         SECURITIES ACT: The Securities Act of 1933, as amended, and the rules
and regulations of the SEC promulgated thereunder.

         SEPARATION EVENT: Shall have the meaning set forth in the Indenture.

         SHELF NOTICE: See Section 2(i).

         SHELF REGISTRATION: See Section 3(b).

         SUBSEQUENT SHELF REGISTRATION: See Section 3(b).

         SUBSIDIARY GUARANTOR: Each subsidiary of the Company that guarantees
the obligations of the Issuers under the Notes and the Indenture.

         TIA: The Trust Indenture Act of 1939, as amended.

         TRUSTEE: The trustee under the Indenture and, if existent, the trustee
under any indenture governing the Exchange Units and the Notes.

         UNDERWRITTEN REGISTRATION OR UNDERWRITTEN OFFERING: A registration in
which securities of the Issuers are sold to an underwriter for reoffering to the
public.

         UNITS: See the introductory paragraph to this Agreement.

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         U.S. NOTES: See the introductory paragraph to this Agreement.

         U.K. NOTES: See the introductory paragraph to this Agreement.

2.       EXCHANGE OFFER

         (a)      Unless the Exchange Offer would not be permitted by applicable
                  federal law or a policy of the SEC, the Issuers shall (and
                  shall cause each Guarantor with respect to its guarantee to)
                  (i) prepare and file with the SEC promptly after the date
                  hereof, but in no event later than the Filing Date, a
                  registration statement (the "Exchange Registration Statement")
                  on an appropriate form under the Securities Act with respect
                  to an offer (the "Exchange Offer") to the Holders of
                  Registrable Units to issue and deliver to such Holders, in
                  exchange for the Units, a like principal amount of Exchange
                  Units, (ii) use commercially reasonable efforts to cause the
                  Exchange Registration Statement to become effective as
                  promptly as practicable after the filing thereof, but in no
                  event later than the Effectiveness Date, (iii) use
                  commercially reasonable efforts to keep the Exchange
                  Registration Statement effective until the consummation of the
                  Exchange Offer in accordance with its terms, and (iv) commence
                  the Exchange Offer and use commercially reasonable efforts to
                  issue on or prior to 30 days after the date on which the
                  Exchange Registration Statement is declared effective,
                  Exchange Units in exchange for all Units tendered prior
                  thereto in the Exchange Offer. The Exchange Offer shall not be
                  subject to any conditions, other than that the Exchange Offer
                  does not violate applicable law or any applicable
                  interpretation of the staff of the SEC.

         (b)      The Exchange Units shall be issued under, and entitled to the
                  benefits of, (i) the Indenture or a trust indenture that is
                  identical to the Indenture (other than such changes as are
                  necessary to comply with any requirements of the SEC to effect
                  or maintain the qualifications thereof under the TIA) and (ii)
                  the Collateral Agreements.

         (c)      Interest on the Exchange Notes will accrue from the last
                  interest payment date on which interest was paid on the Notes
                  surrendered in exchange therefor or, if no interest has been
                  paid on the Notes, from the date of original issue of the
                  Notes. Each Exchange Note shall bear interest at the rate set
                  forth thereon; provided, that interest with respect to the
                  period prior to the issuance thereof shall accrue at the rate
                  or rates borne by the Notes from time to time during such
                  period.

         (d)      The Issuers may require each Holder as a condition to
                  participation in the Exchange Offer to represent in writing,
                  that at the time of consummation of the Exchange Offer (i) any
                  Exchange Units received by it will be acquired in the ordinary
                  course of its business, (ii) at the time of the commencement
                  and consummation of the Exchange Offer such Holder has not
                  entered into any arrangement or understanding with any Person
                  to participate in the distribution (within the meaning of the
                  Securities Act) of the Exchange Units in violation of the
                  provisions of the Securities Act, (iii) such Holder is not an
                  "affiliate," as

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                  defined in Rule 405 of the Securities Act, of the Issuers, or
                  if such Holder is an affiliate of the Issuers it will comply
                  with the registration and prospectus delivery requirements of
                  the Securities Act to the extent applicable to it, (iv) if
                  such Holder is not a broker-dealer, it is not engaged in, and
                  does not intend to engage in, the distribution of the Units
                  and (v) if such Holder is a Participating Broker-Dealer, it
                  will deliver a Prospectus in connection with any resale of the
                  Exchange Units.

         (e)      The Issuers shall include within the Prospectus contained in
                  the Exchange Registration Statement a section entitled "Plan
                  of Distribution" which shall contain all information that the
                  SEC may require with respect to the potential "underwriter"
                  status of any broker-dealer that is the beneficial owner (as
                  defined in Rule 13d-3 under the Exchange Act) of Exchange
                  Units received by such broker-dealer in the Exchange Offer for
                  its own account in exchange for Units that were acquired by it
                  as a result of market-making or other trading activity (a
                  "Participating Broker-Dealer"). Such "Plan of Distribution"
                  section shall also allow, to the extent permitted by
                  applicable policies and regulations of the SEC, the use of the
                  Prospectus by all Persons subject to the prospectus delivery
                  requirements of the Securities Act, including, to the extent
                  so permitted, all Participating Broker-Dealers, and include a
                  statement describing the manner in which Participating
                  Broker-Dealers may resell the Exchange Units. The Issuers
                  shall use reasonable best efforts to keep the Exchange
                  Registration Statement effective and to amend and supplement
                  the Prospectus contained therein, in order to permit such
                  Prospectus to be lawfully delivered by all Persons subject to
                  the prospectus delivery requirements of the Securities Act for
                  180 days after consummation of the Exchange Offer; provided,
                  however, that (i) in the case where such Prospectus and any
                  amendment or supplement thereto must be delivered by a
                  Participating Broker-Dealer or the Initial Purchaser, such
                  period shall be the lesser of 180 days and the date on which
                  all Participating Broker-Dealers and the Initial Purchaser
                  have sold all Exchange Units held by them (unless such period
                  is extended pursuant to Section 5(k) below) and (ii) the
                  Issuers shall make such Prospectus and any amendment or
                  supplement thereto available to any Participating
                  Broker-Dealer for use in connection with any resale of any
                  Exchange Units for a period not less than 90 days after the
                  consummation of the Exchange Offer (the "Applicable Period").

         (f)      In connection with the Exchange Offer, the Issuers shall:

                  (i)      mail to each Holder a copy of the Prospectus forming
                           part of the Exchange Registration Statement, together
                           with an appropriate letter of transmittal and related
                           documents;

                  (ii)     utilize the services of a depository for the Exchange
                           Offer with an address in the Borough of Manhattan,
                           the City of New York, which may be the Trustee or an
                           affiliate thereof;

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                  (iii)    permit Holders to withdraw tendered Registrable Units
                           at any time prior to the close of business, New York
                           time, on the last Business Day on which the Exchange
                           Offer shall remain open; and

                  (iv)     otherwise comply in all material respects with all
                           applicable laws.

         (g)      As soon as practicable after the close of the Exchange Offer
                  the Issuers shall:

                  (i)      accept for exchange all Registrable Units validly
                           tendered pursuant to the Exchange Offer and not
                           validly withdrawn;

                  (ii)     deliver to the Trustee for cancellation all
                           Registrable Units so accepted for exchange; and

                  (iii)    cause the Trustee to authenticate and deliver
                           promptly to each Holder tendering such Registrable
                           Units and underlying Registrable Notes or Exchange
                           Units and underlying Exchange Notes, equal in
                           principal amount at maturity to the Notes of such
                           Holder so accepted for exchange.

         (h)      The Exchange Units may be issued under (i) the Indenture or
                  (ii) an indenture identical in all material respects to the
                  Indenture, which in either event will provide that the
                  Exchange Units will not be subject to the transfer
                  restrictions or additional interest provisions set forth in
                  the Indenture and that the Exchange Units and Exchange Notes,
                  if any, will be deemed one class of security (subject to the
                  provisions of the Indenture) and entitled to participate in
                  all the security granted by the Issuers pursuant to the
                  Collateral Agreements and in any Guarantee (as such terms are
                  defined in the Indenture) on an equal and ratable basis.

         (i)      If, (i) any change in law or applicable interpretations of the
                  staff of the SEC would not permit the consummation of the
                  Exchange Offer as contemplated by this Section 2, (ii) the
                  Exchange Offer is not consummated within 30 Business Days
                  after the Effectiveness Date for any reason, (iii) in the case
                  of any Holder not permitted by applicable law or SEC policy to
                  participate in the Exchange Offer or any Holder that
                  participates in the Exchange Offer but does not receive
                  Exchange Units on the date of the exchange that may be sold
                  without restriction under state and federal securities laws
                  (other than due solely to the status of such Holder as an
                  affiliate of the Issuers within the meaning of the Securities
                  Act) and so notifies the Issuers within 45 days of
                  consummation of the Exchange Offer, or (iv) the Issuers so
                  elect, then the Issuers (and any then existing Guarantor)
                  shall promptly deliver to the Holders and the Trustee written
                  notice thereof (the "Shelf Notice") and shall file an Initial
                  Shelf Registration pursuant to Section 3.

3.       SHELF REGISTRATION

         If a Shelf Notice is delivered pursuant to Section 2(i), then this
Section 3 shall apply to all Registrable Units. Otherwise, upon consummation of
the Exchange Offer in accordance with Section 2, the provisions of this Section
3 shall apply solely with respect to (i) Units held by any Holder thereof not
permitted by applicable law or SEC policy to participate in the Exchange

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Offer and (ii) Exchange Units that are not freely tradeable as contemplated by
Section 2(i)(iii) hereof, provided in each case that the relevant Holder has
duly notified the Issuers within 45 days of the Exchange Offer as required by
Section 2(i)(iii).

         (a)      Initial Shelf Registration. The Issuers shall as promptly as
                  practicable after the date of the Shelf Notice file (and shall
                  cause any then existing Guarantor to file) with the SEC a
                  Registration Statement for an offering to be made on a
                  continuous basis pursuant to Rule 415 covering all of the
                  Registrable Units (the "Initial Shelf Registration"). If the
                  Issuers (and any then existing Guarantor) have not yet filed
                  an Exchange Registration Statement prior to receiving the
                  Shelf Notice, the Issuers shall file (and shall cause any then
                  existing Guarantor to file) with the SEC the Initial Shelf
                  Registration on or prior to the Filing Date and shall use
                  commercially reasonable efforts to cause such Initial Shelf
                  Registration to be declared effective under the Securities Act
                  on or prior to the Effectiveness Date. Otherwise, the Issuers
                  shall use commercially reasonable efforts to file (and shall
                  cause any then existing Guarantor to file) with the SEC the
                  Initial Shelf Registration within 30 days of the delivery of
                  the Shelf Notice and shall use commercially reasonable efforts
                  to cause such Shelf Registration to be declared effective
                  under the Securities Act as promptly as practicable thereafter
                  (but in no event more than 90 days after delivery of the Shelf
                  Notice). The Initial Shelf Registration shall be on Form S-1
                  or another appropriate form permitting registration of such
                  Registrable Units for resale by Holders in the manner or
                  manners reasonably designated by them (including, without
                  limitation, one or more underwritten offerings). The Issuers
                  and Guarantors shall not permit any securities other than the
                  Registrable Units to be included in any Shelf Registration. No
                  Holder of Registrable Units shall be entitled to include any
                  of its Registrable Units in any Shelf Registration pursuant to
                  this Agreement unless such Holder furnishes to the Issuers and
                  the Trustee in writing, within 20 days after receipt of a
                  written request therefor, such information as the Issuers and
                  the Trustee after conferring with counsel with regard to
                  information relating to Holders that would be required by the
                  SEC to be included in such Shelf Registration or Prospectus
                  included therein, may reasonably request for inclusion in any
                  Shelf Registration or Prospectus included therein. The Issuers
                  shall use their reasonable best efforts to keep the Initial
                  Shelf Registration continuously effective under the Securities
                  Act until the date which is two years from the Closing Date
                  (the "Effectiveness Period"), or such shorter period ending
                  when (i) all Registrable Units covered by the Initial Shelf
                  Registration have been sold in the manner set forth and as
                  contemplated in the Initial Shelf Registration, (ii) a
                  Subsequent Shelf Registration covering all of the Registrable
                  Units covered by and not sold under the Initial Shelf
                  Registration or an earlier Subsequent Shelf Registration has
                  been declared effective under the Securities Act or (iii) the
                  date on which the Units become eligible for resale without
                  volume restrictions pursuant to Rule 144 under the Securities
                  Act.

         (b)      Subsequent Shelf Registrations. If the Initial Shelf
                  Registration or any Subsequent Shelf Registration (as defined
                  below) ceases to be effective for any reason at any time
                  during the Effectiveness Period (other than because of the
                  sale

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                  of all of the securities registered thereunder), the Issuers
                  shall use their reasonable best efforts to obtain the prompt
                  withdrawal of any order suspending the effectiveness thereof,
                  and in any event shall within 30 days of such cessation of
                  effectiveness amend such Shelf Registration in a manner
                  designed to obtain the withdrawal of the order suspending the
                  effectiveness thereof, or file (and cause any then existing
                  Guarantor to file) an additional "shelf" Registration
                  Statement pursuant to Rule 415 covering all of the Registrable
                  Units (a "Subsequent Shelf Registration"). If a Subsequent
                  Shelf Registration is filed, the Issuers shall use their
                  reasonable best efforts to cause the Subsequent Shelf
                  Registration to be declared effective as soon as practicable
                  after such filing and to keep such Subsequent Shelf
                  Registration continuously effective for a period equal to the
                  number of days in the Effectiveness Period less the aggregate
                  number of days during which the Initial Shelf Registration or
                  any Subsequent Shelf Registration was previously continuously
                  effective. As used herein the term "Shelf Registration" means
                  the Initial Shelf Registration and any Subsequent Shelf
                  Registrations.

         (c)      Supplements and Amendments. The Issuers shall promptly
                  supplement and amend any Shelf Registration if required by the
                  rules, regulations or instructions applicable to the
                  registration form used for such Shelf Registration, if
                  required by the Securities Act.

4.       ADDITIONAL INTEREST

         (a)      The Issuers acknowledge and agree that the Holders of
                  Registrable Units will suffer damages if the Issuers fail to
                  fulfill their material obligations under Section 2 or Section
                  3 hereof and that it would not be feasible to ascertain the
                  extent of such damages with precision. Accordingly, the
                  Issuers agree to pay additional cash interest on the Notes
                  ("Additional Interest") under the circumstances and to the
                  extent set forth below (each of which shall be given
                  independent effect):

                  (i)      if neither the Exchange Registration Statement nor
                           the Initial Shelf Registration has been filed on or
                           prior to the Filing Date, Additional Interest shall
                           accrue on the Notes over and above any stated
                           interest at a rate of 0.25% per annum of the
                           principal amount of such Notes for the first 90 days
                           immediately following the Filing Date, such
                           Additional Interest rate increasing by an additional
                           0.25% per annum at the beginning of each subsequent
                           90-day period, subject to the proviso in the last
                           sentence of this paragraph;

                  (ii)     if neither the Exchange Registration Statement nor
                           the Initial Shelf Registration is declared effective
                           on or prior to the Effectiveness Date, Additional
                           Interest shall accrue on the Notes over and above any
                           stated interest at a rate of 0.25% per annum of the
                           principal amount of such Notes for the first 90 days
                           immediately following the Effectiveness Date, such
                           Additional Interest rate increasing by an additional
                           0.25% per annum

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                           at the beginning of each subsequent 90-day period,
                           subject to the proviso in the last sentence of this
                           paragraph;

                  (iii)    if (A) the Issuers (and any then existing Guarantor)
                           have not exchanged Exchange Units for all Units
                           validly tendered in accordance with the terms of the
                           Exchange Offer on or prior to 30 Business Days after
                           the Effectiveness Date, (B) the Exchange Registration
                           Statement ceases to be effective at any time prior to
                           the time that the Exchange Offer is consummated, (C)
                           if applicable, a Shelf Registration has been declared
                           effective and such Shelf Registration ceases to be
                           effective at any time prior to the second anniversary
                           of its effective date (other than such time as all
                           Units have been disposed of thereunder) and is not
                           declared effective again within 30 days, or (D)
                           pending the announcement of a material corporate
                           transaction, the Issuers issue a written notice
                           pursuant to Section 5(e)(v) or (vi) that a Shelf
                           Registration Statement or Exchange Registration
                           Statement is unusable and the aggregate number of
                           days in any 365-day period for which all such notices
                           issued or required to be issued, have been, or were
                           required to be, in effect exceeds 120 days in the
                           aggregate or 30 days consecutively, in the case of a
                           Shelf Registration statement, or 15 days in the
                           aggregate in the case of an Exchange Registration
                           Statement, then Additional Interest shall accrue on
                           the Notes, over and above any stated interest, at a
                           rate of 0.25% per annum in excess of the interest
                           rate of the principal amount of such Notes commencing
                           on (w) the 31st Business Day after the Effectiveness
                           Date, in the case of (A) above, or (x) the date the
                           Exchange Registration Statement ceases to be
                           effective without being declared effective again
                           within 30 days, in the case of clause (B) above, or
                           (y) the day such Shelf Registration ceases to be
                           effective in the case of (C) above, or (z) the day
                           the Exchange Registration Statement or Shelf
                           Registration ceases to be usable in case of clause
                           (D) above, such Additional Interest rate increasing
                           by an additional 0.25% per annum at the beginning of
                           each such subsequent 90-day period, subject to the
                           proviso in the last sentence of this paragraph;

                  provided, however, that the maximum Additional Interest rate
                  on the Notes may not exceed in the aggregate 0.50% per annum;
                  and provided further, that (1) upon the filing of the Exchange
                  Registration Statement or Initial Shelf Registration (in the
                  case of (i) above), (2) upon the effectiveness of the Exchange
                  Registration Statement or Initial Shelf Registration (in the
                  case of (ii) above), or (3) upon the exchange of Exchange
                  Units for all Units tendered (in the case of (iii)(A) above),
                  or upon the effectiveness of the Exchange Registration
                  Statement that had ceased to remain effective (in the case of
                  clause (iii)(B) above), or upon the effectiveness of a Shelf
                  Registration which had ceased to remain effective (in the case
                  of (iii)(C) above), Additional Interest on the Notes as a
                  result of such clause (or the relevant subclause thereof) or
                  upon the effectiveness of such Registration Statement or
                  Exchange Registration Statement (in the case of clause
                  (iii)(D) above), as the case may be, shall cease to accrue.

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         (b)      The Issuers shall notify the Trustee within 3 Business Days
                  after each and every date on which an event occurs in respect
                  of which Additional Interest is required to be paid (an "Event
                  Date"). Any amounts of Additional Interest due pursuant to
                  clause (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be
                  payable in cash, on the dates and in the manner provided in
                  the Indenture and whether or not any cash interest would then
                  be payable on such date, commencing with the first such
                  semi-annual date occurring after any such Additional Interest
                  commences to accrue. The amount of Additional Interest will be
                  determined by multiplying the applicable Additional Interest
                  rate by the principal amount of the Notes, multiplied by a
                  fraction, the numerator of which is the number of days such
                  Additional Interest rate was applicable during such period
                  (determined on the basis of a 360-day year comprised of twelve
                  30-day months and, in the case of a partial month, the actual
                  number of days elapsed), and the denominator of which is 360.

5.       REGISTRATION PROCEDURES

         In connection with the filing of any Registration Statement pursuant to
Section 2 or 3 hereof, the Issuers shall effect such registrations to permit the
exchange or sale of such securities covered thereby in accordance with the
intended method or methods of disposition thereof, and pursuant thereto and in
connection with any Registration Statement filed by the Issuers hereunder, the
Issuers shall:

         (a)      Prepare and file with the SEC as soon as practicable but in
                  any event on or prior to the Filing Date, the Exchange
                  Registration Statement or if the Exchange Registration
                  Statement is not filed because of the circumstances
                  contemplated by Section 2(i), a Shelf Registration as
                  prescribed by Section 3, and use their reasonable best efforts
                  to cause each such Registration Statement to become effective
                  and remain effective as provided herein; provided that, if (1)
                  a Shelf Registration is filed pursuant to Section 3 or (2) a
                  Prospectus contained in an Exchange Registration Statement
                  filed pursuant to Section 2 is required to be delivered under
                  the Securities Act by any Participating Broker-Dealer who
                  seeks to sell Exchange Units during the Applicable Period
                  before filing any Registration Statement or Prospectus or any
                  amendments or supplements thereto the Issuers shall, if
                  requested, furnish to and afford the Holders of the
                  Registrable Units to be registered pursuant to such Shelf
                  Registration Statement, or each Participating Broker-Dealer
                  and to their counsel and the managing underwriters, if any, a
                  reasonable opportunity to review copies of all such documents
                  (including copies of any documents to be incorporated by
                  reference therein and all exhibits thereto) proposed to be
                  filed (in each case at least 5 Business Days prior to such
                  filing). The Issuers shall use their reasonable best efforts
                  to reflect in each such Registration Statement or Prospectus
                  or any amendments or supplements thereto when filed with the
                  SEC, such comments as the Holders of a majority in aggregate
                  principal amount of the Registrable Units may reasonably
                  prepare, if the Holders must provide information for the
                  inclusion in such Registration Statement or prospectus or any
                  amendment or supplement thereto.

                                       11
<PAGE>

         (b)      Provide an indenture trustee for the Registrable Units or the
                  Exchange Units, as the case may be, and use their reasonable
                  best efforts to cause the Indenture (or other indenture
                  relating to the Registrable Units) to be qualified under the
                  TIA not later than the effective date of the first
                  Registration Statement; and in connection therewith, use their
                  reasonable best efforts to effect such changes to such
                  indenture as may be required for such indenture to be so
                  qualified in accordance with the terms of the TIA; and
                  execute, and use their reasonable best efforts to cause such
                  trustee to execute, all documents as may be required to effect
                  such changes, and all other forms and documents required to be
                  filed with the SEC to enable such indenture to be so qualified
                  in a timely manner.

         (c)      Prepare and file with the SEC such amendments and
                  post-effective amendments to each Shelf Registration or
                  Exchange Registration Statement, as the case may be, as may be
                  necessary to keep such Registration Statement continuously
                  effective for the Effectiveness Period or the Applicable
                  Period, as the case may be; cause the related Prospectus to be
                  supplemented by any Prospectus supplement required by
                  applicable law, and as so supplemented to be filed pursuant to
                  Rule 424 (or any similar provisions then in force) promulgated
                  under the Securities Act; and comply with the provisions of
                  the Securities Act and the Exchange Act applicable to them
                  with respect to the disposition of all securities covered by
                  such Registration Statement as so amended or in such
                  Prospectus as so supplemented and with respect to the
                  subsequent resale of any securities being sold by a
                  Participating Broker-Dealer covered by any such Prospectus.
                  The Issuers shall not, during the Applicable Period,
                  voluntarily take any action that would result in selling
                  Holders of the Registrable Units covered by a Registration
                  Statement or Participating Broker-Dealers seeking to sell
                  Exchange Units not being able to sell such Registrable Units
                  or such Exchange Units during that period, unless such action
                  is required by applicable law, rule or regulation or permitted
                  by this Agreement.

         (d)      Furnish to such selling Holders and Participating
                  Broker-Dealers who so request in writing (i) upon the Issuers'
                  receipt, a copy of the order of the SEC declaring such
                  Registration Statement and any post effective amendment
                  thereto effective, (ii) such reasonable number of copies of
                  such Registration Statement and of each amendment and
                  supplement thereto (in each case including any documents
                  incorporated therein by reference and all exhibits) and (iii)
                  such reasonable number of copies of the Prospectus included in
                  such Registration Statement (including each preliminary
                  Prospectus) and each amendment and supplement thereto, and
                  such reasonable number of copies of the final Prospectus as
                  filed by the Issuers pursuant to Rule 424(b) under the
                  Securities Act, in conformity with the requirements of the
                  Securities Act and each amendment and supplement thereto. The
                  Issuers hereby consent to the use of the Prospectus by each of
                  the selling Holders of Registrable Units or each such
                  Participating Broker-Dealer, as the case may be, and the
                  underwriters or agents, if any, and dealers, if any, in
                  connection with the offering and sale of the Registrable Units
                  covered by, or the sale by Participating Broker-Dealers of the
                  Exchange Units pursuant to, such Prospectus and any amendment
                  thereto.

                                       12
<PAGE>

         (e)      If (1) a Shelf Registration is filed pursuant to Section 3, or
                  (2) a Prospectus contained in an Exchange Registration
                  Statement filed pursuant to Section 2 is required to be
                  delivered under the Securities Act by any Participating
                  Broker-Dealer who seeks to sell Exchange Units during the
                  Applicable Period relating thereto, the Issuers shall notify
                  in writing the selling Holders of Registrable Units, or each
                  such Participating Broker-Dealer, as the case may be, their
                  counsel and the managing underwriters, if any, promptly (but
                  in any event within 5 Business Days) (i) when a Prospectus or
                  any Prospectus supplement or post-effective amendment has been
                  filed, and, with respect to a Registration Statement or any
                  post-effective amendment, when the same has become effective
                  (including in such notice a written statement that any Holder
                  may, upon request, obtain, without charge, one conformed copy
                  of such Registration Statement or post-effective amendment
                  including financial statements and schedules, documents
                  incorporated or deemed to be incorporated by reference and
                  exhibits), (ii) of the issuance by the SEC of any stop order
                  suspending the effectiveness of a Registration Statement or of
                  any order preventing or suspending the use of any Prospectus
                  or the initiation of any proceedings for that purpose, (iii)
                  if at any time when a Prospectus is required by the Securities
                  Act to be delivered in connection with sales of the
                  Registrable Units the representations and warranties of the
                  Issuers contained in any agreement (including any underwriting
                  agreement) contemplated by Section 5(n) hereof cease to be
                  true and correct, (iv) of the receipt by the Issuers of any
                  notification with respect to the suspension of the
                  qualification or exemption from qualification of a
                  Registration Statement or any of the Registrable Units or the
                  Exchange Units to be sold by any Participating Broker-Dealer
                  for offer or sale in any jurisdiction, or the initiation or
                  threatening of any proceeding for such purpose, (v) of the
                  happening of any event, the existence of any condition of any
                  information becoming known to the Issuers that makes any
                  statement made in such Registration Statement or related
                  Prospectus or any document incorporated or deemed to be
                  incorporated therein by reference untrue in any material
                  respect or that requires the making of any changes in, or
                  amendments or supplements to, such Registration Statement,
                  Prospectus or documents so that, in the case of the
                  Registration Statement and the Prospectus, it will not contain
                  any untrue statement of a material fact or omit to state any
                  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 (vi) of any
                  reasonable determination by the Issuers that a post-effective
                  amendment to a Registration Statement would be appropriate.

         (f)      Use their reasonable best efforts to prevent the issuance of
                  any order suspending the effectiveness of a Registration
                  Statement or of any order preventing or suspending the use of
                  a Prospectus or suspending the qualification (or exemption
                  from qualification) of any of the Registrable Units or the
                  Exchange Units to be sold by any Participating Broker-Dealer,
                  for sale in any jurisdiction, and, if any such order is
                  issued, to use their reasonable best efforts to obtain the
                  withdrawal of any such order at the earliest possible date.

                                       13
<PAGE>

         (g)      If (A) a Shelf Registration is filed pursuant to Section 3 or
                  (B) a Prospectus contained in an Exchange Registration
                  Statement filed pursuant to Section 2 is required to be
                  delivered under the Securities Act by any Participating
                  Broker-Dealer who seeks to sell Exchange Units during the
                  Applicable Period or (C) reasonably requested in writing by
                  the managing underwriters, if any, or the Holders of a
                  majority in aggregate principal amount of the Registrable
                  Units being sold in connection with an underwritten offering,
                  (i) promptly incorporate in a Prospectus supplement or
                  post-effective amendment such information or revisions to
                  information therein relating to such underwriters or selling
                  Holders as the managing underwriters, if any, or such Holders
                  or their counsel reasonably request in writing to be included
                  or made therein and (ii) make all required filings of such
                  Prospectus supplement or such post-effective amendment as soon
                  as practicable after the Issuers have received notification of
                  the matters to be incorporated in such Prospectus supplements
                  or post-effective amendment.

         (h)      Prior to any public offering of Registrable Units or any
                  delivery of a Prospectus contained in the Exchange
                  Registration Statement by any Participating Broker-Dealer who
                  seeks to sell Exchange Units during the Applicable Period, use
                  their reasonable best efforts to register or qualify, and to
                  cooperate with the selling Holders of Registrable Units or
                  each such Participating Broker-Dealer, as the case may be, the
                  underwriters, if any, and their respective counsel in
                  connection with the registration or qualification (or
                  exemption from such registration or qualification) of such
                  Registrable Units or Exchange Units, as the case may be, for
                  offer and sale under the securities or Blue Sky laws of such
                  jurisdictions within the United States as any selling Holder,
                  Participating Broker-Dealer or any managing underwriter or
                  underwriters, if any, reasonably request in writing; provided
                  that where Exchange Units held by Participating Broker-Dealers
                  or Registrable Units are offered other than through an
                  underwritten offering, the Issuers agree to cause their
                  counsel to perform Blue Sky investigations and file any
                  registrations and qualifications required to be filed pursuant
                  to this Section 5(h), keep each such registration or
                  qualification (or exemption therefrom) effective during the
                  period such Registration Statement is required to be kept
                  effective and do any and all other acts or things reasonably
                  necessary or advisable to enable the disposition in such
                  jurisdictions of the Exchange Units held by Participating
                  Broker-Dealers or the Registrable Units covered by the
                  applicable Registration Statement; provided that neither the
                  Issuers nor any existing Guarantor shall be required to (A)
                  qualify generally to do business in any jurisdiction where it
                  is not then so qualified, (B) take any action that would
                  subject it to general service of process in any such
                  jurisdiction where it is not then so subject or (C) subject
                  itself to taxation in any such jurisdiction where it is not
                  then so subject.

         (i)      If (A) a Shelf Registration is filed pursuant to Section 3 or
                  (B) a Prospectus contained in an Exchange Registration
                  Statement filed pursuant to Section 2 is requested to be
                  delivered under the Securities Act by any Participating
                  Broker-Dealer who seeks to sell Exchange Units during the
                  Applicable Period, cooperate with the selling Holders of
                  Registrable Units and the managing underwriter or

                                       14
<PAGE>

                  underwriters, if any, to facilitate the timely preparation and
                  delivery of certificates representing Registrable Units to be
                  sold, which certificates shall not bear any restrictive
                  legends and shall be in a form eligible for deposit with The
                  Depository Trust Company, and enable such Registrable Units to
                  be in such denominations and registered in such names as the
                  managing underwriter or underwriters, if any, or Holders may
                  reasonably request in writing.

         (j)      Use their reasonable best efforts to cause the Registrable
                  Units covered by any Registration Statement to be registered
                  with or approved by such governmental agencies or authorities
                  as may be necessary to enable the seller or sellers thereof or
                  the underwriter, if any, to consummate the disposition of such
                  Registrable Units, except as may be required solely as a
                  consequence of the nature of such selling Holder's business,
                  in which case the Issuers will cooperate in all reasonable
                  respects with the filing of such Registration Statement and
                  the granting of such approvals; provided that neither the
                  Issuers nor any existing Guarantor shall be required to (A)
                  qualify generally to do business in any jurisdiction where it
                  is not then so qualified, (B) take any action that would
                  subject it to general service of process in any jurisdiction
                  where it is not then so subject or (C) subject itself to
                  taxation in any such jurisdiction where it is not then so
                  subject.

         (k)      If (1) a Shelf Registration is filed pursuant to Section 3, or
                  (2) a Prospectus contained in an Exchange Registration
                  Statement filed pursuant to Section 2 is required to be
                  delivered under the Securities Act by any Participating
                  Broker-Dealer who seeks to sell Exchange Units during the
                  Applicable Period, upon the occurrence of any event
                  contemplated by paragraph 5(e)(v) or 5(e)(vi) hereof, as
                  promptly as practicable, prepare and file with the SEC, at the
                  expense of the Issuers, a supplement or post-effective
                  amendment to the Registration Statement or a supplement to the
                  related Prospectus or any document incorporated or deemed to
                  be incorporated therein by reference, or file any other
                  required document so that, as thereafter delivered to the
                  purchasers of the Registrable Units being sold thereunder or
                  to the purchasers of the Exchange Units to whom such
                  Prospectus will be delivered by a Participating Broker-Dealer,
                  such Prospectus will not contain an untrue statement of a
                  material fact or omit to state 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.

         (l)      Use their reasonable best efforts to (a) if the Registrable
                  Units covered by a Registration Statement have been rated
                  prior to the Closing Date, confirm that such ratings will
                  apply to the Exchange Units covered by such Registration
                  Statement, or (b) if the Registrable Units were not previously
                  rated, cause the Exchange Units covered by such Registration
                  Statement to be rated with the appropriate rating agencies, if
                  so requested in writing by the Holders of a majority in
                  aggregate principal amount of the Registrable Units covered by
                  such Registration Statement or the managing underwriter or
                  underwriters, if any.

                                       15
<PAGE>

         (m)      Prior to the initial issuance of the Exchange Units, (i)
                  provide the Trustee with one or more certificates for the
                  Registrable Units in a form eligible for deposit with The
                  Depository Trust Company and (ii) use its reasonable best
                  efforts to provide a CUSIP number for the Exchange Units.

         (n)      If a Shelf Registration is filed pursuant to Section 3, enter
                  into such agreements (including an underwriting agreement in
                  form, scope and substance as is customary in underwritten
                  offerings of debt securities similar to the Units, as may be
                  appropriate in the circumstances) and take all such other
                  actions in connection therewith as may be reasonably requested
                  in writing by the managing underwriters, if any, or the
                  Holders of a majority in aggregate principal amount of the
                  Registrable Units being sold in order to expedite or
                  facilitate the registration or the disposition of such
                  Registrable Units, and in such connection, whether or not an
                  underwriting agreement is entered into and whether or not the
                  registration is an Underwritten Registration, (i) make such
                  representations and warranties to the Holders and the
                  underwriters, if any, with respect to the business of the
                  Issuers and their subsidiaries as then conducted, and the
                  Registration Statement, Prospectus and documents, if any,
                  incorporated or deemed to be incorporated by reference
                  therein, in each case, in form, substance and scope as are
                  customarily made by issuers to underwriters in underwritten
                  offerings of debt securities similar to the Units, as may be
                  appropriate in the circumstances, and confirm the same if and
                  when reasonably required; (ii) obtain opinions of counsel to
                  the Issuers and updates thereof (which counsel and opinions
                  (in form, scope and substance) shall be reasonably
                  satisfactory to the managing underwriters, if any, and the
                  Holders of a majority in aggregate principal amount of the
                  Registrable Units being sold), addressed to each selling
                  Holder and each of the underwriters, if any, covering the
                  matters customarily covered in opinions of counsel to the
                  Issuers requested in underwritten offerings of debt securities
                  similar to the Units, as may be appropriate in the
                  circumstances; (iii) obtain "cold comfort" letters and updates
                  thereof (which letters and updates (in form, scope and
                  substance) shall be reasonably satisfactory to the managing
                  underwriters) from the independent certified public
                  accountants of the Issuers (and, if necessary, any other
                  independent certified public accountants of any subsidiary of
                  the Issuers or of any business acquired by the Issuers for
                  which financial statements and financial data are, or are
                  required to be, included in the Registration Statement),
                  addressed to each of the underwriters, such letters to be in
                  customary form and covering matters of the type customarily
                  covered in "cold comfort" letters in connection with
                  underwritten offerings of debt securities similar to the
                  Units, as may be appropriate in the circumstances, and such
                  other matters as reasonably requested in writing by the
                  underwriters; and (iv) deliver such documents and certificates
                  as may be reasonably requested in writing by the Holders of a
                  majority in aggregate principal amount of the Registrable
                  Units being sold and the managing underwriters, if any, to
                  evidence the continued validity of the representations and
                  warranties of the Issuers and their subsidiaries made pursuant
                  to clause (i) above and to evidence compliance with any
                  conditions contained in the underwriting agreement or other
                  similar agreement entered into by the Issuers.

                                       16
<PAGE>

         (o)      If (1) a Shelf Registration is filed pursuant to Section 3, or
                  (2) a Prospectus contained in an Exchange Registration
                  Statement filed pursuant to Section 2 is required to be
                  delivered under the Securities Act by any Participating
                  Broker-Dealer who seeks to sell Exchange Units during the
                  Applicable Period, make available for inspection by any
                  selling Holder of such Registrable Units being sold, or each
                  such Participating Broker-Dealer, as the case may be, any
                  underwriter participating in any such disposition of
                  Registrable Units, if any, and any attorney, accountant or
                  other agent retained by any such selling Holder or each such
                  Participating Broker-Dealer, as the case may be, or
                  underwriter (collectively, the "Inspectors"), at the offices
                  where normally kept, during reasonable business hours, all
                  financial and other records and pertinent corporate documents
                  of the Issuers and their subsidiaries (collectively, the
                  "Records") as shall be reasonably necessary to enable them to
                  exercise any applicable due diligence responsibilities, and
                  cause the officers, directors and employees of the Issuers and
                  their subsidiaries to supply all information reasonably
                  requested in writing by any such Inspector in connection with
                  such Registration Statement. Each Inspector shall agree in
                  writing that it will keep the Records confidential and not
                  disclose any of the Records unless (i) the disclosure of such
                  Records is necessary to avoid or correct a misstatement or
                  omission in such Registration Statement, (ii) the release of
                  such Records is ordered pursuant to a subpoena or other order
                  from a court of competent jurisdiction, (iii) the information
                  in such Records is public or has been made generally available
                  to the public other than as a result of a disclosure or
                  failure to safeguard by such Inspector or (iv) disclosure of
                  such information is, in the reasonable written opinion of
                  counsel for any Inspector, necessary or advisable in
                  connection with any action, claim, suit or proceeding,
                  directly or indirectly, involving or potentially involving
                  such Inspector and arising out of, based upon, related to, or
                  involving this Agreement, or any transaction contemplated
                  hereby or arising hereunder. Each selling Holder of such
                  Registrable Units and each such Participating Broker-Dealer
                  will be required to agree that information obtained by it as a
                  result of such inspections shall be deemed confidential and
                  shall not be used by it as the basis for any market
                  transactions in the securities of the Issuers unless and until
                  such is made generally available to the public. Each
                  Inspector, each selling Holder of such Registrable Units and
                  each such Participating Broker-Dealer will be required to
                  further agree that it will, upon learning that disclosure of
                  such Records is sought in a court of competent jurisdiction,
                  give notice to the Issuers and, to the extent practicable, use
                  their best efforts to allow the Issuers, at their expense, to
                  undertake appropriate action to prevent disclosure of the
                  Records deemed confidential at their expense.

         (p)      Comply with all applicable rules and regulations of the SEC
                  and make generally available to the security holders of the
                  Issuers with regard to any applicable Registration Statement
                  earning statements satisfying the provisions of section 11(a)
                  of the Securities Act and Rule 158 thereunder (or any similar
                  rule promulgated under the Securities Act) no later than 45
                  days after the end of any 12-month period (or 90 days after
                  the end of any 12-month period if such period is a fiscal
                  year) (i) commencing at the end of any fiscal quarter in which

                                       17
<PAGE>

                  Registrable Units are sold to underwriters in a firm
                  commitment or best efforts underwritten offering and (ii) if
                  not sold to underwriters in such an offering, commencing on
                  the first day of the first fiscal quarter of the Issuers after
                  the effective date of a Registration Statement, which
                  statements shall cover said 12-month periods.

         (q)      Upon consummation of an Exchange Offer, obtain an opinion of
                  counsel to the Issuers (in form, scope and substance
                  reasonably satisfactory to the Initial Purchaser), addressed
                  to the Trustee for the benefit of all Holders participating in
                  the Exchange Offer, to the effect that (i) the Issuers and the
                  existing Guarantors have duly authorized, executed and
                  delivered the Exchange Units and the Indenture, (ii) the
                  Exchange Units and the Indenture constitute legal, valid and
                  binding obligations of the Issuers and the existing
                  Guarantors, enforceable against the Issuers and the existing
                  Guarantors in accordance with their respective terms, except
                  as such enforcement may be subject to customary United States
                  and foreign exceptions and (iii) all obligations of the
                  Issuers and the existing Guarantors under the Exchange Units
                  and the Indenture are secured to the same extent as the Units.

         (r)      If the Exchange Offer is to be consummated, upon delivery of
                  the Registrable Units by the Holders to the Issuers (or to
                  such other Person as directed by the Issuers) in exchange for
                  the Exchange Units the Issuers shall mark, or caused to be
                  marked, on such Registrable Units that the Exchange Units are
                  being issued as substitute evidence of the indebtedness
                  originally evidenced by the Registrable Units; provided that
                  in no event shall such Registrable Units be marked as paid or
                  otherwise satisfied.

         (s)      Cooperate with each seller of Registrable Units covered by any
                  Registration Statement and each underwriter, if any,
                  participating in the disposition of such Registrable Units and
                  their respective counsel in connection with any filings
                  required to be made with the NASD.

         (t)      Use their reasonable best efforts to take all other steps
                  reasonably necessary to effect the registration of the
                  Registrable Units covered by a Registration Statement
                  contemplated hereby.

         (u)      The Issuers may require each seller of Registrable Units or
                  Participating Broker-Dealer as to which any registration is
                  being effected to furnish to the Issuers such information
                  regarding such seller or Participating Broker-Dealer and the
                  distribution of such Registrable Units as the Issuers may,
                  from time to time, reasonably request in writing. The Issuers
                  may exclude from such registration the Registrable Units of
                  any seller who fails to furnish such information within a
                  reasonable time (which time in no event shall exceed 45 days)
                  after receiving such request. Each seller of Registrable Units
                  or Participating Broker-Dealer as to which any registration is
                  being effected agrees to furnish promptly to the Issuer all
                  information required to be disclosed in order to make the
                  information previously furnished by such seller not materially
                  misleading.

                                       18
<PAGE>

         (v)      Each Holder of Registrable Units and each Participating
                  Broker-Dealer agrees by acquisition of such Registrable Units
                  or Exchange Units to be sold by such Participating
                  Broker-Dealer, as the case may be, that, upon receipt of any
                  notice from the Issuers of the happening of any event of the
                  kind described in Section 5(e)(ii), 5(e)(iv), 5(e)(v), or
                  5(e)(vi), such Holder will forthwith discontinue disposition
                  of such Registrable Units covered by a Registration Statement
                  and such Participating Broker-Dealer will forthwith
                  discontinue disposition of such Exchange Units pursuant to any
                  Prospectus and, in each case, forthwith discontinue
                  dissemination of such Prospectus until such Holder's or
                  Participating Broker-Dealer's receipt of the copies of the
                  supplemented or amended Prospectus contemplated by Section
                  5(k), or until it is advised in writing (the "Advice") by the
                  Issuers that the use of the applicable Prospectus may be
                  resumed, and has received copies of any amendments or
                  supplements thereto and, if so directed by the Issuers, such
                  Holder or Participating Broker-Dealer, as the case may be,
                  will deliver to the Issuers all copies, other than permanent
                  file copies, then in such Holder's or Participating
                  Broker-Dealer's possession, of the Prospectus covering such
                  Registrable Units current at the time of the receipt of such
                  notice. In the event the Issuers shall give any such notice,
                  the Applicable Period shall be extended by the number of days
                  during such periods from and including the date of the giving
                  of such notice to and including the date when each
                  Participating Broker-Dealer shall have received (x) the copies
                  of the supplemented or amended Prospectus contemplated by
                  Section 5(k) or (y) the Advice.

6.       REGISTRATION EXPENSES

         (a)      All fees and expenses incident to the performance of or
                  compliance with this Agreement by the Issuers shall be borne
                  by the Issuers, whether or not the Exchange Offer or a Shelf
                  Registration is filed or becomes effective, including, without
                  limitation, (i) all registration and filing fees, including,
                  without limitation, (A) fees with respect to filings required
                  to be made with the NASD in connection with any underwritten
                  offering and (B) fees and expenses of compliance with state
                  securities or Blue Sky laws as provided in Section 5(h)
                  hereof, (ii) printing expenses, including, without limitation,
                  expenses of printing a reasonable number of Prospectuses if
                  the printing of Prospectuses is requested by the managing
                  underwriter or underwriters, if any, or by the Holders of a
                  majority in aggregate principal amount of the Registrable
                  Units included in any Registration Statement or by any
                  Participating Broker-Dealer during the Applicable Period, as
                  the case may be, (iii) messenger, telephone and delivery
                  expenses incurred in connection with the performance of the
                  their obligations hereunder, (iv) fees and disbursements of
                  counsel for the Issuers, (v) fees and disbursements of all
                  independent certified public accountants referred to in
                  Section 5 (including, without limitation, the expenses of any
                  special audit and "cold comfort" letters required by or
                  incident to such performance), (vi) rating agency fees, (vii)
                  Securities Act liability insurance, if the Issuers desires
                  such insurance, (viii) fees and expenses of all other Persons
                  retained by the Issuers, (ix) internal expenses of the Issuers
                  (including, without limitation, all salaries and expenses of
                  officers and employees of the Issuers performing legal or
                  accounting duties), (x) the expense

                                       19
<PAGE>

                  of any annual audit, (xi) the fees and expenses of the Trustee
                  and the Exchange Agent and (xii) the expenses relating to
                  printing, word processing and distributing all Registration
                  Statements, underwriting agreements, securities sales
                  agreements, indentures and any other documents necessary in
                  order to comply with this Agreement (other than underwriting
                  discounts and commissions).

         (b)      The Issuers shall reimburse the Holders for the reasonable
                  fees and disbursements of not more than one counsel chosen by
                  the Holders of a majority in aggregate principal amount of the
                  Registrable Units to be included in any Registration Statement
                  for fees and disbursements incurred in connection with such
                  Registration Statement. The Issuers shall pay all documentary,
                  stamp, transfer or other transactional taxes (other than
                  federal, state or local taxes of the Initial Purchaser)
                  attributable to the issuance or delivery of the Exchange Units
                  in exchange for the Units; provided that the Issuers shall not
                  be required to pay taxes payable in respect of any transfer
                  involved in the issuance or delivery of any Exchange Unit in a
                  name other than that of the Holder of the Unit in respect of
                  which such Exchange Unit is being issued. The Issuers shall
                  reimburse the Holders for reasonable fees and disbursements of
                  not more than one counsel chosen by the Holders of a majority
                  in aggregate principal amount of Registrable Units relating to
                  any enforcement of any rights of the Holders under this
                  Agreement.

7.       INDEMNIFICATION

         (a)      Indemnification by the Issuers. The Issuers and the Guarantors
                  jointly and severally agree to indemnify and hold harmless
                  each Holder of Registrable Units, Exchange Units and each
                  Participating Broker-Dealer selling Exchange Units during the
                  Applicable Period, each Person, if any, who controls each such
                  Holder (within the meaning of Section 15 of the Securities Act
                  or Section 20(a) of the Exchange Act) and the officers,
                  directors and partners of each such Holder, Participating
                  Broker-Dealer and controlling person from and against any
                  losses, claims, damages, liabilities, costs (including,
                  without limitation, reasonable costs of preparation and
                  reasonable attorneys' fees as provided in this Section 7) and
                  expenses (including, without limitation, reasonable costs and
                  expenses incurred in connection with investigating, preparing,
                  pursuing or defending against any of the foregoing)
                  (collectively, "Losses"), insofar as such Losses arise out of
                  or are based upon any untrue statement or alleged untrue
                  statement of a material fact in any Registration Statement,
                  Prospectus or form of prospectus, or in any amendment or
                  supplement thereto, or in any preliminary prospectus, or any
                  omission or alleged omission to state therein 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, except insofar as such Losses
                  result primarily from information relating to such Holder or
                  Participating Broker-Dealer and furnished in writing to the
                  Issuers (or reviewed and approved in writing) by such Holder
                  or Participating Broker-Dealer or their counsel expressly for
                  use therein; provided, however, that the Issuers and the
                  Guarantors will not be liable to any Indemnified Party (as
                  defined below) under this Section 7 to the extent

                                       20
<PAGE>

                  Losses resulted primarily from an untrue statement or omission
                  or alleged untrue statement or omission that was contained or
                  made in any preliminary prospectus and corrected in the
                  Prospectus or any amendment or supplement thereto if (i) any
                  such Losses resulted from an action, claim or suit by any
                  Person who purchased Registrable Units or Exchange Units which
                  are the subject thereof from such Indemnified Party and (ii)
                  it is established in the related proceeding that such
                  Indemnified Party failed to deliver or provide a copy of the
                  Prospectus (as amended or supplemented) to such Person with or
                  prior to the confirmation of the sale of such Registrable
                  Units or Exchange Units sold to such Person if required by
                  applicable law, unless such failure to deliver or provide a
                  copy of the Prospectus (as amended or supplemented) was a
                  result of noncompliance by the Issuers with Section 5 of this
                  Agreement.

         (b)      Indemnification by Holder. Each Holder shall indemnify and
                  hold harmless the Issuers, the Guarantors, their respective
                  directors and each Person, if any, who controls the Issuers
                  (within the meaning of Section 15 of the Securities Act and
                  Section 20(a) of the Exchange Act), and the directors,
                  officers and partners of such controlling persons, from and
                  against all Losses insofar as such Losses arise out of or are
                  based upon any untrue statement or alleged untrue statement of
                  a material fact in any Registration Statement, Prospectus or
                  form of prospectus or in any amendment or supplement thereto
                  or in any preliminary prospectus, or any omission or alleged
                  omission to state therein a material fact required to be
                  stated therein or necessary to make the statements therein, in
                  the light of the circumstances under which they were made, not
                  misleading insofar as such Losses are finally judicially
                  determined by a court of competent jurisdiction to have
                  resulted primarily from any untrue statement or alleged untrue
                  statement of any material fact, alleged omission of any
                  material fact contained in or omitted from any information so
                  furnished in writing by such Holder to the Issuers expressly
                  for use in any such Registration Statement, Prospectus or form
                  of prospectus or in any amendment or supplement thereto or in
                  any preliminary prospectus. Notwithstanding the foregoing, in
                  no event shall the liability of any selling Holder be greater
                  in amount than the dollar amount of the proceeds (net of
                  payment of all expenses) received by such Holder upon the sale
                  of the Registrable Units giving rise to such indemnification
                  obligation.

         (c)      Conduct of Indemnification Proceedings. If any proceeding
                  shall be brought or asserted against any Person entitled to
                  indemnity hereunder (an "Indemnified Party"), such Indemnified
                  Party shall promptly notify the party or parties from which
                  such indemnity is sought (the "Indemnifying Party" or
                  "Indemnifying Parties", as applicable) in writing; provided,
                  that the failure to so notify the Indemnifying Parties shall
                  not relieve the Indemnifying Parties from any obligation or
                  liability except to the extent (but only to the extent) that
                  it shall be finally determined by a court of competent
                  jurisdiction (which determination is not subject to appeal)
                  that the Indemnifying Parties have been prejudiced materially
                  by such failure.

                                       21
<PAGE>

         The Indemnifying Party shall have the right, exercisable by giving
written notice to an Indemnified Party, within 20 Business Days after receipt of
written notice from such Indemnified Party of such proceeding, to assume, at its
expense, the defense of any such proceeding, provided, that an Indemnified Party
shall have the right to employ separate counsel in any such proceeding and to
participate in the defense thereof, but the fees and expenses of such counsel
shall be at the expense of such Indemnified Party or parties unless: (1) the
Indemnifying Party has agreed to pay such fees and expenses; or (2) the
Indemnifying Party shall have failed promptly to assume the defense of such
proceeding or shall have failed to employ counsel reasonably satisfactory to
such Indemnified Party; or (3) the named parties to any such proceeding
(including any impleaded parties) include both such Indemnified Party and the
Indemnifying Party or any of its affiliates or controlling persons, and such
Indemnified Party shall have been advised by counsel that there may be one or
more defenses available to such Indemnified Party that are in addition to, or in
conflict with, those defenses available to the Indemnifying Party or such
affiliate or controlling person (in which case, if such Indemnified Party
notifies the Indemnifying Parties in writing that it elects to employ separate
counsel at the expense of the Indemnifying Parties, the Indemnifying Parties
shall not have the right to assume the defense and the reasonable fees and
expenses of such counsel shall be at the expense of the Indemnifying Party; it
being understood, however, that, the Indemnifying Party shall not, in connection
with any one such proceeding or separate but substantially similar or related
proceedings in the same jurisdiction, arising out of the same general
allegations or circumstances, be liable for the fees and expenses of more than
one separate firm of attorneys (together with appropriate local counsel) at any
time for such Indemnified Party).

         No Indemnifying Party shall be liable for any settlement of any such
proceeding effected without its written consent, which shall not be unreasonably
withheld, but if settled with its written consent, or if there be a final
judgment for the plaintiff in any such proceeding, 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 by reason of such settlement or judgment. The
Indemnifying Party shall not consent to the entry of any judgment or enter into
any settlement that does not include as an unconditional term thereof the giving
by the claimant or plaintiff to each Indemnified Party of a release, in form and
substance reasonably satisfactory to the Indemnified Party, from all liability
in respect of such proceeding for which such Indemnified Party would be entitled
to indemnification hereunder (whether or not any Indemnified Party is a party
thereto).

         (d)      Contribution. If the indemnification provided for in this
                  Section 7 is unavailable to an Indemnified Party or is
                  insufficient to hold such Indemnified Party harmless for any
                  Losses in respect of which this Section 7 would otherwise
                  apply by its terms (other than by reason of exceptions
                  provided in this Section 7), then each applicable Indemnifying
                  Party, in lieu of indemnifying such Indemnified Party, shall
                  have a joint and several obligation to contribute to the
                  amount paid or payable by such Indemnified Party as a result
                  of such Losses, in such proportion as is appropriate to
                  reflect the relative fault of the Indemnifying Party, on the
                  one hand, and such Indemnified Party, on the other hand, in
                  connection with the actions, statements or omissions that
                  resulted in such Losses as well as any other relevant
                  equitable considerations. The relative fault of such
                  Indemnifying Party, on the one hand, and Indemnified Party, on
                  the other hand, shall be determined by

                                       22
<PAGE>

                  reference to, among other things, whether any untrue or
                  alleged untrue statement of a material fact or omission or
                  alleged omission to state a material fact relates to
                  information supplied by such Indemnifying Party or Indemnified
                  Party, and the parties' relative intent, knowledge, access to
                  information and opportunity to correct or prevent any such
                  statement or omission. The amount paid or payable by an
                  Indemnified Party as a result of any Losses shall be deemed to
                  include any reasonable legal or other fees or expenses
                  incurred by such party in connection with any proceeding, to
                  the extent such party would have been indemnified for such
                  fees or expenses if the indemnification provided for in
                  Section 7(a) or 7(b) was available to such party.

         The parties hereto agree that it would not be just and equitable if
contribution pursuant to this Section 7(d) were determined by pro rata
allocation or by other method of allocation that does not take account of the
equitable considerations referred to in the immediately preceding paragraph.
Notwithstanding the provisions of this Section 7(d), a selling Holder shall not
be required to contribute, in the aggregate, any amount in excess of such
Holder's Maximum Contribution Amount. A selling Holder's "Maximum Contribution
Amount" shall equal the excess of (i) the aggregate proceeds received by such
Holder pursuant to the sale of such Registrable Units or Exchange Units over
(ii) the aggregate amount of damages that such Holder has otherwise been
required to pay by reason of such untrue or alleged untrue statement or omission
or alleged omission. No person guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any Person who was not guilty of such fraudulent
misrepresentation.

         The indemnity and contribution agreements contained in this Section 7
are in addition to any liability that the Indemnifying Parties may have to the
Indemnified Parties.

8.       RULES 144 AND 144A

         The Issuers covenant that they shall file the reports required to be
filed by them (if so required) under the Securities Act and the Exchange Act in
a timely manner and, if at any time the Issuers are not required to file such
reports, it will, upon the written request of any Holder of Registrable Units,
make publicly available other information necessary to permit sales pursuant to
Rule 144 and 144A. Upon the request of any Holder, the Issuers shall deliver to
such Holder a written statement as to whether they have complied with such
information and requirements.

9.       UNDERWRITTEN REGISTRATIONS OF REGISTRABLE UNITS

         If any of the Registrable Units covered by any Shelf Registration is to
be sold in an underwritten offering, the investment banker or investment bankers
and manager or managers that will manage the offering will be selected by the
Holders of a majority in aggregate principal amount of such Registrable Units
included in such offering; provided, however, that such investment banker or
investment bankers and manager or managers must be reasonably acceptable to the
Issuers and such Holders shall be responsible for all underwriting commissions
in connection therewith.

                                       23
<PAGE>

         No Holder of Registrable Units may participate in any underwritten
registration hereunder unless such Holder (a) agrees to sell such Holder's
Registrable Units on the basis provided in any underwriting arrangements
approved by the Persons entitled hereunder to approve such arrangements and (b)
completes and executes all questionnaires, powers of attorney, indemnities,
underwriting agreements and other documents required under the terms of such
underwriting arrangements.

10.      SEPARATION EVENT

         If a Separation Event occurs at any time prior to the consummation of
the Exchange Offer of the Units pursuant to this Agreement, all terms and
conditions set forth under this Agreement shall apply to each of the U.S. Notes
and U.K. Notes (as independent securities) and each of the defined terms "U.S.
Notes" and the "U.K. Notes" shall replace "Units" where appropriate and
applicable so that the U.S. Notes and U.K. Notes shall have the same rights and
obligations under this Agreement as the Units had under this Agreement prior to
the occurrence of such Separation Event.

11.      MISCELLANEOUS

         (a)      No Inconsistent Agreements. The Issuers have not entered, as
                  of the date hereof, and the Issuers shall not enter, after the
                  date of this Agreement, into any agreement with respect to any
                  of its securities that is inconsistent with the rights granted
                  to the Holders of Securities in this Agreement or otherwise
                  conflicts with the provisions hereof. The Issuers have not
                  entered and will not enter into any agreement with respect to
                  any of their securities that will grant to any Person
                  piggy-back rights with respect to a Registration Statement.

         (b)      Amendments and Waivers. The provisions of this Agreement may
                  not be amended, modified or supplemented, and waivers or
                  consents to departures from the provisions hereof may not be
                  given, otherwise than with the prior written consent of the
                  Holders of not less than a majority in aggregate principal
                  amount of the then outstanding Registrable Units in
                  circumstances that would adversely affect any Holders of
                  Registrable Units; provided, however, that Section 7 and this
                  Section 11(b) may not be amended, modified or supplemented
                  without the prior written consent of each Holder.
                  Notwithstanding the foregoing, a waiver or consent to depart
                  from the provisions hereof with respect to a matter that
                  relates exclusively to the rights of Holders of Registrable
                  Units whose securities are being tendered pursuant to the
                  Exchange Offer or sold pursuant to a Units Registration
                  Statement and that does not directly or indirectly affect,
                  impair, limit or compromise the rights of other Holders of
                  Registrable Units may be given by Holders of at least a
                  majority in aggregate principal amount of the Registrable
                  Units being tendered or being sold by such Holders pursuant to
                  such Units Registration Statement.

                                       24
<PAGE>

         (c)      Notices. All notices and other communications provided for or
                  permitted hereunder shall be made in writing by hand delivery,
                  registered first-class mail, next-day air courier or
                  telecopier:

                  (i)      if to a Holder of Securities or to any Participating
                           Broker-Dealer, at the most current address of such
                           Holder or Participating Broker-Dealer, as the case
                           may be, set forth on the records of the registrar of
                           the Units, with a copy in like manner to the Initial
                           Purchaser as follows:

                                    Jefferies & Company, Inc.
                                    520 Madison Avenue, 12th Floor
                                    New York, NY 10022
                                    Facsimile No.: (212) 284-2479
                                    Attention: General Counsel

                           with a copy to:

                                    Mayer, Brown, Rowe & Maw LLP
                                    1675 Broadway
                                    New York, New York 10019
                                    Facsimile No.: (212) 262-1910
                                    Attention: Ronald S. Brody, Esq.

                  (ii)     if to the Initial Purchaser, at the address specified
                           in Section 11(c)(i);

                  (iii)    if to the Issuers, as follows:

                                    MSX International, Inc.
                                    22355 West Eleven Mile Road
                                    Southfield, MI 48304-4375
                                    Facsimile No.: (248) 829-6340
                                    Attention: Corporate Legal Department

                                    MSX International Limited
                                    22355 West Eleven Mile Road
                                    Southfield, MI 48304-4375
                                    Facsimile No.: (248) 829-6340
                                    Attention: Corporate Legal Department

                           with a copy to:

                                    Dechert LLP
                                    4000 Bell Atlantic Tower
                                    1717 Arch Street
                                    Philadelphia, PA 19103
                                    Facsimile No.: (215) 655-2491
                                    Attention: Craig L. Godshall, Esq.

                                       25
<PAGE>

         All such notices and communications shall be deemed to have been duly
given: when delivered by hand, if personally delivered; three business days
after being deposited in the United States mail, postage prepaid, if mailed; one
business day after being timely delivered to a next-day air courier guaranteeing
overnight delivery; and when receipt is acknowledged by the addressee, if
telecopied.

         Copies of all such notices, demands or other communications shall be
concurrently delivered by the Person giving the same to the Trustee under the
Indenture at the address specified in such Indenture.

         (d)      Successors and Assigns. This Agreement shall inure to the
                  benefit of and be binding upon the successors and assigns of
                  each of the parties hereto, including, without limitation and
                  without the need for an express assignment, subsequent Holders
                  of Securities.

         (e)      Counterparts. This Agreement may be executed in any number of
                  counterparts and by the parties hereto in separate
                  counterparts, each of which when so executed shall be deemed
                  to be an original and all of which taken together shall
                  constitute one and the same agreement.

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

         (g)      Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND
                  CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK
                  WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAW. THE ISSUERS
                  HEREBY IRREVOCABLY SUBMIT TO THE JURISDICTION OF ANY NEW YORK
                  STATE COURT SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY OF
                  NEW YORK OR ANY FEDERAL COURT SITTING IN THE BOROUGH OF
                  MANHATTAN IN THE CITY OF NEW YORK IN RESPECT OF ANY SUIT,
                  ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
                  AGREEMENT, AND IRREVOCABLY ACCEPT FOR THEIR AND IN RESPECT OF
                  THEIR PROPERTY, GENERALLY AND UNCONDITIONALLY, JURISDICTION OF
                  THE AFORESAID COURTS. THE ISSUERS IRREVOCABLY WAIVE, TO THE
                  FULLEST EXTENT THEY MAY EFFECTIVELY DO SO UNDER APPLICABLE
                  LAW, TRIAL BY JURY AND ANY OBJECTION THAT THEY MAY NOW OR
                  HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH SUIT, ACTION
                  OR PROCEEDING BROUGHT IN ANY SUCH COURT AND ANY CLAIM THAT ANY
                  SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS
                  BEEN BROUGHT IN AN INCONVENIENT FORUM. THE ISSUERS IRREVOCABLY
                  CONSENT, TO THE FULLEST EXTENT THEY MAY EFFECTIVELY DO SO
                  UNDER APPLICABLE LAW, TO THE SERVICE OF PROCESS OF ANY OF THE
                  AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE
                  MAILING OF COPIES THEREOF BY REGISTERED OR

                                       26
<PAGE>

                  CERTIFIED MAIL, POSTAGE PREPAID, TO THE ISSUERS AT THEIR SAID
                  ADDRESS, SUCH SERVICE TO BECOME EFFECTIVE 30 DAYS AFTER SUCH
                  MAILING. NOTHING HEREIN SHALL AFFECT THE RIGHT OF ANY HOLDER
                  TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO
                  COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST THE
                  ISSUERS IN ANY OTHER JURISDICTION.

         (h)      Severability. 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.

         (i)      Securities Held by the Issuers or Their Affiliates. Whenever
                  the consent or approval of Holders of a specified percentage
                  of Securities is required hereunder, Securities held by the
                  Issuers or their affiliates (as such term is defined in Rule
                  405 under the Securities Act) shall not be counted in
                  determining whether such consent or approval was given by the
                  Holders of such required percentage.

         (j)      Third Party Beneficiaries. Holders and Participating
                  Broker-Dealers are intended third party beneficiaries of this
                  Agreement and this Agreement may be enforced by such Persons.

         (k)      Entire Agreement. This Agreement, together with the Purchase
                  Agreement, the Indenture and the Collateral Agreements, is
                  intended by the parties as a final and exclusive statement of
                  the agreement and understanding of the parties hereto in
                  respect of the subject matter contained herein and therein and
                  any and all prior oral or written agreements, representations,
                  or warranties, contracts, understanding, correspondence,
                  conversations and memoranda between the Initial Purchaser on
                  the one hand and the Issuers on the other, or between or among
                  any agents, representatives, parents, subsidiaries,
                  affiliates, predecessors in interest or successors in interest
                  with respect to the subject matter hereof and thereof are
                  merged herein and replaced hereby.

                                       27
<PAGE>

                                   SIGNATURES

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed, all as of the date first written above.

                                MSX INTERNATIONAL, INC.

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

                                MSX INTERNATIONAL LIMITED

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

                                MSX INTERNATIONAL (HOLDINGS), INC.

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

                                MSX INTERNATIONAL SERVICES (HOLDINGS), INC.

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

                                                   REGISTRATION RIGHTS AGREEMENT
<PAGE>

                                MSX INTERNATIONAL EUROPEAN (HOLDINGS), L.L.C.

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

                                MSX INTERNATIONAL DEALERNET SERVICES, INC.

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

                                MSX INTERNATIONAL BUSINESS SERVICES, INC.

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

                                CREATIVE TECHNOLOGY SERVICES, L.L.C.

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

                                                   REGISTRATION RIGHTS AGREEMENT
<PAGE>

                                MSX INTERNATIONAL TECHNOLOGY SERVICES, INC.

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

                                MSX INTERNATIONAL ENGINEERING SERVICES, INC.

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

                                INTRANATIONAL COMPUTER CONSULTANTS, INC.

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

                                PROGRAMMING MANAGEMENT & SYSTEMS, INC.

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

                                                   REGISTRATION RIGHTS AGREEMENT
<PAGE>

                                CHELSEA COMPUTER CONSULTANTS, INC.

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

                                MILLENNIUM COMPUTER SYSTEMS, INC.

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

                                MANAGEMENT RESOURCES INTERNATIONAL, INC.

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

                                PILOT COMPUTER SERVICES, INCORPORATED

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

                                                   REGISTRATION RIGHTS AGREEMENT
<PAGE>

                                MSX INTERNATIONAL PLATFORM SERVICES, LLC

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

                                MEGATECH ENGINEERING, INC.

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

                                MSX INTERNATIONAL STRATEGIC TECHNOLOGY, INC.

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

                                                   REGISTRATION RIGHTS AGREEMENT
<PAGE>

                                                ACCEPTED AND AGREED TO:

JEFFERIES & COMPANY, INC.

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

                                                   REGISTRATION RIGHTS AGREEMENT