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                                                                  EXECUTION COPY

                                                                   EXHIBIT 10.21

                      AMENDMENT NO. 1 TO PURCHASE AGREEMENT

         This AMENDMENT NO.1 TO PURCHASE AGREEMENT, is made and entered into as
of August 1, 2003 (the "Amendment"), by and among MSX INTERNATIONAL, INC., a
Delaware corporation, (the "Company"), MSX INTERNATIONAL LIMITED, a wholly owned
subsidiary of MSXI ("MSXI Limited" and together with the Company the "Issuers"),
and Jefferies & Company, Inc. a Delaware corporation (the "Initial Purchaser").

                                    RECITALS:

         WHEREAS, the Issuers and the Initial Purchaser entered into the
Purchase Agreement dated as of July 25, 2003 (the "Purchase Agreement") whereby
the Issuers proposed and agreed to sell to the Initial Purchaser $75,500,000
aggregate principal amount of 11% Senior Secured Note Units due 2007 (each a
"Unit" and, collectively, the "Units"), each Unit consisting of $860 principal
amount of 11% Senior Secured Notes due 2007 issued by the Company (the "U.S.
Notes") and $140 principal amount of 11% Senior Secured Notes due 2007 issued by
MSXI Limited (the "U.K. Notes" and, together with the U.S. Notes, the "Notes");

         WHEREAS the Initial Purchaser agreed to purchase from the Issuers, the
Units at a purchase price of 96.144% of the aggregate principal amount thereof;

         WHEREAS the parties hereto wish to amend the Purchase Agreement;

         NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein contained, the parties hereto agree as follows:

         SECTION 1. Definitions. As used herein, capitalized terms which are
defined in the preamble hereto shall have the meanings as so defined, and
capitalized terms not so defined shall have the meanings set forth in the
Purchase Agreement.

         SECTION 2. Amendment to Section 13(c) of the Purchase Agreement. The
following section is hereby amended by deleting the language from 13(c) in its
entirety and replacing it with the following:

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

         Each of the Issuers hereby submits to the non-exclusive jurisdiction of
         the Federal and state courts in the Borough of Manhattan in The City of
         New York in any suit or proceeding arising out of or relating to this
         Agreement or the transactions contemplated hereby. MSXI Limited has, by
         a separate written instrument, irrevocably appointed the Company, as
         its authorized agent upon which process may be served in any such suit
         or proceeding, and agrees that service of process upon such agent, and
         written notice of said service to MSXI Limited, by the person serving
         the same to MSX International, Inc. 22355 West Eleven Mile Road,
         Southfield, MI 48034, shall be deemed in every respect
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         to effect service of process upon MSXI Limited in any such suit or
         proceeding. MSXI Limited further agrees to take any and all action as
         may be necessary to maintain such designation and appointment of such
         agent in full force and effect for a period of seven years from the
         date of this Agreement.

         The obligation of MSXI Limited in respect of any sum due Initial
         Purchaser shall, notwithstanding any judgment in a currency other than
         United States dollars, not be discharged until the first business day,
         following receipt by Initial Purchaser of any sum adjudged to be so due
         in such other currency, on which (and only to the extent that) Initial
         Purchaser may in accordance with normal banking procedures purchase
         United States dollars with such other currency; if the United States
         dollars so purchased are less than the sum originally due to Initial
         Purchaser hereunder, MSXI Limited agrees, as a separate obligation and
         notwithstanding any such judgment, to indemnify Initial Purchaser
         against such loss. If the United States dollars so purchased are
         greater than the sum originally due to Initial Purchaser hereunder,
         Initial Purchaser agrees to pay to the MSXI Limited an amount equal to
         the excess of the dollars so purchased over the sum originally due
         Initial Purchaser hereunder.

         SECTION 3. Representations and Warranties. In order to induce the
parties hereto to enter into this Amendment, each of the parties hereto
represents and warrants unto the other parties hereto as set forth in this
Section 3:

(a)                 The execution, delivery and performance by such party of
         this Amendment are within its powers, have been duly authorized by all
         necessary action, and do not: (i) contravene its organizational
         documents; or (ii) contravene any contractual restriction, law or
         governmental regulation or court decree or order binding on or
         affecting it; and

(b)                 This Amendment constitutes the legal, valid and binding
         obligation of such party enforceable against such party in accordance
         with its terms, subject to applicable bankruptcy, insolvency and
         similar laws affecting creditors' rights and general equitable
         principles.

         SECTION 4. Binding Effect; Ratification.

(a)                 This Amendment shall become effective, as of the date first
         set forth above, when counterparts hereof shall have been executed and
         delivered by the parties hereto, and thereafter shall be binding on the
         parties hereto and their respective successors and assigns.

(b)                 On and after the execution and delivery hereof, this
         Amendment shall be a part of the Purchase Agreement amended hereby and
         each reference in the Purchase Agreement to "this Agreement" or
         "hereof", "hereunder" or words of like import, and each reference in
         any other agreement to the Purchase Agreement shall mean and be a
         reference to the Purchase Agreement as amended hereby.

(c)                 Except as expressly amended hereby, the Purchase Agreement
         shall remain in full force and effect and is hereby ratified and
         confirmed by the parties hereto.

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         SECTION 5. Miscellaneous.

(a)      Headings used herein are for convenience of reference only and shall
         not affect the meaning of this Amendment or any provision hereof.

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

(c)      Executed counterparts of this Amendment may be delivered
         electronically.

                             [SIGNATURES TO FOLLOW]

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         IN WITNESS WHEREOF, the parties have executed this Amendment by their
respective officers thereunto duly authorized as of the date first above
written.

                                    MSX International, Inc.

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

                                    MSX International Limited

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

                                                 Amendment to Purchase Agreement

                                      S-1
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                                    JEFFERIES & COMPANY, INC.

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

                                                 Amendment to Purchase Agreement

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