<PAGE>
                                                                   EXHIBIT 10.23

                                 AMENDMENT NO. 2

                                       TO

                  AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT

                  This Amendment No. 2 (this "Amendment"), effective as of
August 1, 2003, to the Amended and Restated Stockholders' Agreement (the
"Agreement") effective as of November 28, 2000, as amended by Amendment No. 1
dated January 31, 2003, by and among MSX INTERNATIONAL, INC., a Delaware
corporation (the "Company"), COURT SQUARE CAPITAL LIMITED, a Delaware
corporation ("Court Square"), CITICORP MEZZANINE III, L.P., a Delaware limited
partnership ("CMF"), each of the individuals or entities whose name appears on
the signature pages hereto under the heading "Management Group" (individually, a
"Management Group Member" and, collectively, the "Management Group"), each of
the individuals or entities whose name appears on the signature pages hereto
under the heading "CVC Group" (individually, a "CVC Stockholder" and,
collectively, the "CVC Stockholders") and each of the other individuals whose
name appears on the signature pages hereto. Capitalized terms are used as
defined in Article I of the Agreement.

                                    RECITALS

                  WHEREAS, certain of the Stockholders, certain former
stockholders of the Company and the Company entered into a Stockholders'
Agreement, dated as of January 3, 1997, as amended (the "Original Agreement"),
to regulate certain aspects of their relationship and to provide for, among
other things, restrictions on the transfer or other disposition of securities of
the Company and matters relating to the corporate governance of the Company and
its Subsidiaries;

                  WHEREAS, in connection with the transfer of shares of Common
Stock and Series A Preferred by MascoTech, Inc., a Delaware corporation, to
Court Square pursuant to a Stock Purchase Agreement, dated as of August 1, 2000,
by and between CVC and MascoTech, as amended, and the transfer of shares of
Common Stock and Series A Preferred by CVC to Court Square pursuant to a Stock
Purchase Agreement, dated as of November 28, 2000, by and between CVC and Court
Square, the Stockholders and the Company amended and restated the Original
Agreement, all in accordance with Section 7.2 of the Original Agreement;

                  WHEREAS, in connection with the Transfer of shares of Common
Stock and Series A Preferred by one of the Institutional Stockholders, the
Stockholders and the Company amended the Agreement to replace in its entirety
the defined term "Permitted Transferee," in accordance with Section 7.2 of the
Agreement; and

                  WHEREAS, in connection with the issuances to CMF by each of
the Company and MSX International Limited, an indirect, wholly-owned subsidiary
of the Company, of 11.5% senior secured notes in the aggregate principal amount
of $25 million, the Company has agreed


<PAGE>
to issue a stock purchase warrant (together with all warrants issued in
substitution or replacement thereof, the "CMF Warrant") to purchase the number
of Warrant Shares (as defined in the CMF Warrant) that is specified in the CMF
Warrant pursuant to a Warrant Purchase Agreement, dated as of the date hereof,
by and between the Company and CMF (as amended, restated or modified from time
to time, the "Warrant Agreement"), each of the Company and certain of the
Institutional Stockholders desire to amend provisions of the Agreement, in
accordance with Section 7.2 of the Agreement.

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

                                   ARTICLE 1

                                   AMENDMENT

         1.1 Observer's Rights. Section 5.6(a) of the Agreement shall be deleted
in its entirety and replaced with the following

                           "(a) In the event the Institutional Stockholders
         elect not to exercise, or are prohibited by applicable law from
         exercising, their rights to designate the Institutional Directors, or
         once appointed, the Institutional Stockholders desire to remove all of
         the Institutional Directors, the Institutional Stockholders shall have
         the right to have one (1) individual (each, an "Observer") attend any
         meeting of the Board or any committee thereof. So long as CMF owns at
         least 1% of the Common Stock outstanding (on a fully diluted basis)
         (assuming full exercise of the CMF Warrant), CMF shall have the right
         to have one (1) Observer attend any meeting of the Board or any
         committee thereof. In addition, the Institutional Stockholders shall
         have the right to appoint an Observer to the board of directors of any
         Subsidiary in lieu of designating a director thereto as provided by
         Section 5.5."

         1.2 Entire Agreement; Amendments. Section 7.2 shall be amended by
adding the following clause (c) to the end of the first sentence thereof:

                           "and (c) any amendment, modification or supplement
         that adversely affects CMF's rights under Section 5.6(a) shall require
         the consent of CMF."

         1.3 Notices. Section 7.17(a) of the Agreement shall be amended by
deleting the existing clause (iv) and replacing it with the following clause
(iv) and by adding the following clause (v) to the end thereof:

                           "(iv)    If to CMF, to:

                                    Citicorp Mezzanine III, L.P.
                                    399 Park Avenue - 14th Floor
                                    New York, New York 10043

<PAGE>
                                    Facsimile No.: 212-888-2940
                                    Attn:  Byron Knief

                                    with copies to:

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

                             (v) If to any other Additional Shareholder, to the
         address of such person set forth on the stock records of the Company."

                                   ARTICLE 2

                                 MISCELLANEOUS

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

                  (a) as of the date hereof, in accordance with Section 6.2 of
the Agreement, it shall become a party to the Agreement and shall be fully bound
by, and subject to, all of the covenants, terms and conditions of the Agreement
as though an original party thereto and shall be deemed an "Additional
Stockholder" for all purposes thereof, and shall possess and be subject to the
rights, duties and obligations of an "Additional Shareholder" pursuant to the
terms of the Agreements; and

                  (b) For avoidance of doubt, (i) the Warrant Shares are
"Restricted Securities" (as such term is used in the Agreement) and any holder
of the CMF Warrant (whether or not the CMF Warrant is exercised) or Warrant
Shares is a "Stockholder" (as such term is defined in the Agreement), (ii) the
terms "Class A Common," "Class B Common" and "Common Stock" (as such terms are
used in the Agreement) include the Warrant Shares and (iii) a "Permitted
Transferee" (as such term is used in the Agreement) of the undersigned shall
also include its limited partners, general partners and "Affiliates" (as such
term is defined in the Agreement).

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

                           [Signature pages to follow]


<PAGE>



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

                                   MSX INTERNATIONAL, INC.


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


                                   COURT SQUARE CAPITAL LIMITED


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


                                   CITICORP MEZZANINE III, L.P.

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

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



<PAGE>
                                   MANAGEMENT STOCKHOLDERS

                                   Billig Family Limited Partnership

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


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


                                   /s/ Thomas Stallkamp
                                   --------------------------------------------
                                   Thomas Stallkamp



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

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


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


<PAGE>
                                   CVC GROUP


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


                                   Natasha Partnership


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


                                   63BR Partnership


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



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



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



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




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

<PAGE>
                                   DFT Family LP 94


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



                                   --------------------------------------------
                                   Charles E. Corporening



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


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


                                   Alchemy, L.P.


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


                                   Thomas F. McWilliams Flint Trust


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

<PAGE>

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



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



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



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

<PAGE>
                                   CITICORP VENTURE CAPITAL EQUITY PARTNERS,
                                   L.P.

                                   By:      CVC PARTNERS LLC,
                                            its General Partner

                                   By:      CITICORP VENTURE CAPITAL GP
                                            HOLDINGS, LTD.


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


                                   CVC EXECUTIVE FUND LLC

                                   By:      CITICORP VENTURE CAPITAL GP
                                            HOLDINGS, LTD.

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


                                   CVC/SSB EMPLOYEE FUND, L.P.

                                   By:      CVC PARTNERS LLC,
                                            its General Partner

                                   By:      CITICORP VENTURE CAPITAL GP
                                            HOLDINGS, LTD.

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


<PAGE>
                                   ADDITIONAL MANAGEMENT STOCKHOLDERS



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



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



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



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



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



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



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



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



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



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


<PAGE>

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



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



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



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


                                   Bruce S. Wagner Revocable Living Trust


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



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


                                   Billig Family Limited Partnership

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


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

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



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


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