<PAGE>
                                                                EXHIBIT 10.11(a)

                           FIRST AMENDMENT AND CONSENT

         FIRST AMENDMENT AND CONSENT, dated as of October ____, 2003 (the
"Amendment"), with respect to the Stockholders Agreement, dated as of January
31, 2003 (the "Stockholders Agreement"), among VIASYSTEMS GROUP, INC., and other
persons from time to time parties thereto (the "Stockholders").

                                   WITNESSETH:

         WHEREAS, the parties hereto have agreed to (i) amend certain terms of
the Stockholders Agreement and (ii) consent to the increase in the number of
directors on the Board from nine to ten, all upon the terms and conditions set
forth below;

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

         SECTION 1. Defined Terms. Terms defined in the Stockholders Agreement
and used herein shall have the meanings given to them in the Stockholders
Agreement. Unless otherwise indicated, all Section and subsection references are
to the Stockholders Agreement.

         SECTION 2. Amendment. Subsections 4.1.1, 4.1.2, 4.1.3 and 4.1.5 are
hereby amended and restated as follows:

                  4.1.1 Board Representation. Subject to the provisions of
         Section 4.1.6 below, the Board shall consist of individuals who may be
         designated for election from time to time in the following manner:

                           (a) the Chief Executive Officer of the Company shall
         be designated for election by the Board or any nominating committee
         thereof;

                           (b) five individuals shall be designated for election
         by Hicks Muse;

                           (c) three individuals shall be designated for
         election by NHM Subordinated Noteholders who receive shares of Common
         Stock or 9% Preference Shares under the Plan; and

                           (d) any additional individuals jointly designated in
         writing for election by Hicks Muse and by NHM Subordinated Noteholders
         who receive shares of Common Stock or 9% Preference Shares under the
         plan.

                  Members of the Board designated by Hicks Muse pursuant to this
         Section 4.1.1 or elected to fill a vacancy by members designated by
         Hicks Muse as provided in Section 4.1.5 hereof shall be referred to as
         the "HM Designees." Members of the Board designated by NHM Subordinated
         Noteholders pursuant to this Section 4.1.1 or elected to fill a vacancy
         by members designated by NHM Subordinated Noteholders as provided in
         Section 4.1.5 hereof shall be referred to
<PAGE>
         as "SN Designees." The SN Designees together with the HM Designees and
         the designee designated pursuant to clause (a) of this Section 4.l.1
         herein shall be referred to as the "Agreed Designees." Members of the
         Board designated jointly by Hicks Muse and by the NHM Subordinated
         Noteholders pursuant to this Section 4.1.1 or elected to fill a vacancy
         by the Agreed Designees as provided in Section 4.1.5 hereof shall be
         referred to as "Joint Designees". Subject to Section 4.1.6 hereof, the
         Company and the Board shall take such actions as necessary to cause
         Agreed Designees and/or Joint Designees to be nominated and submitted
         to the stockholders for election to the Board as provided in Sections
         4.1.2 and 4.1.3 hereof, and each Holder agrees to vote all shares of
         Common Stock and all 9% Preference Shares over which such Holder has
         voting power or control and which are entitled to vote on any matter
         presented to stockholders pursuant to this Article 4 (or to execute
         written consents with respect to such shares) in accordance with and to
         give effect to the provisions of this Article 4.

                  4.1.2 Initial Board Designees. Simultaneously with the
         execution and delivery of this Agreement, the Company and the Board
         shall take such actions as necessary to cause the Board to consist of
         nine members in accordance with Section 4.1.1 hereof. Thereafter, the
         Company and the Board shall take such actions as necessary to cause the
         Board to consist of the number of Members designated in accordance with
         Section 4.1.1 hereof.

                  4.1.3 Annual Meeting.

                           (a) At each annual meeting of the Company's
         stockholders or any special meeting in lieu thereof at which the term
         of any Agreed Designee is to expire or prior to which there shall be
         less than the maximum number of Agreed Designees serving on the Board,
         the Board, Hicks Muse and/or the NHM Subordinated Noteholders, as
         applicable, shall be entitled to designate for nomination as a director
         the number of individuals as necessary so that, if such designees are
         elected to the Board at such annual meeting or any special meeting in
         lieu thereof, the maximum number of Agreed Designees, designated in
         accordance with Section 4.1.1 hereof, shall be serving on the Board. At
         each meeting of the Company's stockholders or any special meeting in
         lieu thereof at which the term of any Joint Designee is to expire,
         Hicks Muse and the NHM Subordinated Noteholder shall be entitled but
         not required to jointly designate for nomination one or more Joint
         Designees, designated in accordance with Section 4.1.1 hereof. The
         Company agrees to cause each Agreed Designee and/or Joint Designee so
         designated pursuant to Section 4.1.1 hereof to be submitted for
         election to the Board at each annual meeting of the Company's
         stockholders or any special meeting in lieu thereof. To the extent the
         Company's proxy statement for any annual meeting of stockholders, or
         any special meeting in lieu thereof, includes a recommendation
         regarding the election of any other nominees to the Board, the Company
         agrees to include a recommendation of its Board that the stockholders
         also vote in favor of each Agreed Designee and/or Joint Designee
         standing for election at such meeting. The Company shall take all
         actions



                                       2

<PAGE>

         necessary to ensure that the Certificate of Incorporation of the
         Company as in effect immediately following the date hereof does not, at
         any time thereafter, conflict in any respect with the provisions of
         this Section 4.1.

                           (b) If, at any time Hicks Muse and/or the NHM
         Subordinated Noteholders, as applicable, fail to advise (on or before
         the later of (i) 60 days prior to the next annual meeting or (ii) 10
         Business Days after HMTF and the NHM Subordinated Noteholders'
         representative receive notice of the date of such annual meeting as
         provided in the last sentence of this Section 4.1.3(b)) the Board in
         writing of its intention to designate the number of directors which
         Hicks Muse and/or the NHM Subordinated Noteholders, as applicable, is
         then entitled to designate for nomination at the next annual meeting of
         the Company's stockholders or special meeting in lieu thereof (other
         than any such meeting that occurs within 60 days after the resignation
         of a director designated by Hicks Muse and/or the NHM Subordinated
         Noteholders, as applicable, in which case such writing shall be
         delivered within a reasonable amount of time prior to the mailing of
         proxy materials for such meeting), then the rights granted under this
         Section 4.1 with respect to the designation of Agreed Designees and/or
         Joint Designees shall be applicable for such meeting only with respect
         to the number of nominees as indicated in such writing, if any, that
         Hicks Muse and/or the NHM Subordinated Noteholders, as applicable,
         intend to designate, but shall continue to be fully effective with
         respect to subsequent meetings and interim vacancies. At each annual
         meeting or special meeting in lieu thereof for which Hicks Muse and/or
         the NHM Subordinated Noteholders, as applicable, fail to advise the
         Board of their intention to nominate the maximum number of directors
         which it is entitled to nominate for such meeting, the nominees for
         election to the Board, other than those nominated by Hicks Muse and/or
         the NHM Subordinated Noteholders, as applicable, and other than those
         that could be nominated as Joint Designees, shall be determined by the
         Board and the Company. The Company shall deliver to HMTF and to GSC
         Partners, as the representative of the NHM Subordinated Noteholders for
         purposes of this Section 4.1.3 (which representative may be changed by
         written notice to the Company by NHM Subordinated Noteholders
         constituting a Majority Interest), written notice of any annual or
         special meeting of the stockholders of the Company at which Board
         members are to be elected promptly after the date for any such meeting
         has been set by the Board, which notice shall request designations for
         Board nominees for purposes of Section 4.1.

                  4.1.5 Vacancies.

                           (a) If, prior to his or her election to the Board
         pursuant to Section 4.1.1 hereof, any Agreed Designee shall be unable
         or unwilling to serve as a director of the Company, then the Board,
         Hicks Muse and/or the NHM Subordinated Noteholders, as applicable,
         shall be entitled to nominate a replacement who shall then be an Agreed
         Designee for purposes of this Article 4. If, following an election or
         appointment to the Board pursuant to Section 4.1.1



                                       3

<PAGE>

         hereof, any HM Designee or SN Designee shall resign or be removed or be
         unable to serve for any reason prior to the expiration of his or her
         term as a director of the Company, then Hicks Muse and/or the NHM
         Subordinated Noteholders, as applicable, shall, within 30 days of such
         event, notify the Board in writing of a replacement Agreed Designee,
         and the Company and the Board shall take such action as necessary to
         cause such replacement Agreed Designee to be appointed to the Board and
         each applicable committee thereof to fill the unexpired term of the
         Agreed Designee who such new Agreed Designee is replacing.

                           (b) If, prior to or following an election or
         appointment to the Board pursuant to Section 4.1.1 hereof, any
         individual designated by the Board or any nominating committee thereof
         pursuant to Section 4.1.1(a) hereof shall be unable or unwilling to
         serve or shall resign or be removed or be unable to serve for any
         reason prior to the expiration of his or her term as a director of the
         Company, then such position shall be filled by any successor Chief
         Executive Officer of the Company and, during any interim period prior
         to such successor's election, such position shall remain vacant or be
         filled on an interim basis, at the discretion of the Board.

                           (c) If, prior to or following an election or
         appointment to the Board pursuant to Section 4.1.1 hereof, any Joint
         Designee shall be unable or unwilling to serve or shall resign or be
         removed or be unable to serve for any reason prior to the expiration of
         his or her term as a director of the Company, or shall have his or her
         term expire, then such position shall remain vacant until both Hicks
         Muse and the NHM Subordinated Noteholders who receive shares of Common
         Stock or 9% Preference Shares under the Plan notify the Board in
         writing of a replacement or reappointment of such Joint Designee agreed
         pursuant to 4.1.1(d), and the Company and the Board shall take such
         action as necessary to cause such replacement Joint Designee to be
         appointed to the Board and each applicable committee thereof to fill
         the unexpired term of the Joint Designee who such new Joint Designee is
         replacing.

         SECTION 3. Hicks Muse Consent. Hicks Muse hereby consents to the
increase in the number of directors on the Board from nine to ten. Such
additional vacancy shall be filled by a Joint Designee. Hicks Muse hereby
consents to Christopher J. Steffen being the initial Joint Designee.

         SECTION 4. NHM Subordinated Noteholders Consent. The NHM Subordinated
Noteholders who have signed below hereby consent to the increase in the number
of directors on the Board from nine to ten. Such additional vacancy shall be
filled by a Joint Designee. The NHM Subordinated Noteholders who have signed
below hereby consent to Christopher J. Steffen being the initial Joint Designee.

         SECTION 5. Continuing Effect of Stockholder Agreement. Except as
expressly amended herein, the Stockholder Agreement shall continue to be, and
shall remain, in fill force and effect in accordance with its terms.



                                       4

<PAGE>

         SECTION 6. Governing Law; Counterparts. THIS AMENDMENT AND THE RIGHTS
AND OBLIGATIONS OF THE PARTIES HERETO SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE. This
Amendment may be executed by the parties hereto in any number of separate
counterparts, and all of said counterparts taken together shall be deemed to
constitute one and the same instrument.


                [remainder of the page intentionally left blank]



                                       5

<PAGE>



         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered by their respective proper and duly authorized
officers as of the day and year first above written.

VIASYSTEMS GROUP, INC.



By:   /s/ DAVID M. SINDELAR
   -----------------------------------------------
      David M. Sindelar
      Chief Executive Officer


*HICKS, MUSE, TATE & FURST EQUITY FUND III, L.P.

By:   HM3/GP Partners, L.P.,
      its general partner

By:   Hicks, Muse GP Partners Ill, L.P.,
      its general partner

By:   Hicks, Muse Fund III Incorporated,
      its general partner

By:   /s/ JOE COLONNETTA
   -----------------------------------------------
      Joe Colonnetta
      Principal


*HM3 COINVESTORS, L.P.

By:   Hicks, Muse GP Partners Ill, L.P.,
      its general partner

By:   Hicks, Muse Fund III Incorporated,
      its general partner

By:   /s/ JOE COLONNETTA
   -----------------------------------------------
      Joe Colonnetta
      Principal


<PAGE>


*HMTF EQUITY FUND IV (1999), L.P.

By:   HM4/GP (1999) Partners, LP.,
      its general partner

By:   Hicks, Muse GP (1999) Partners IV, L.P.,
      its general partner

By:   Hicks, Muse (1999) Partners IV, LLC,
      its general partner

By:   /s/ JOE COLONNETTA
   -----------------------------------------------
      Joe Colonnetta
      Principal


*HMTF PRIVATE EQUITY FUND IV (1999), L.P.

By:   HM4/GP (1999) Partners, LP.,
      its general partner

By:   Hicks, Muse GP (1999) Partners IV, L.P.,
      its general partner

By:   Hicks, Muse (1999) Partners IV, LLC,
      its general partner

By:   /s/ JOE COLONNETTA
   -----------------------------------------------
      Joe Colonnetta
      Principal


*HICKS, MUSE PG-IV (1999), C.V.

By:   HM Equity Fund IV/GP Partners (1999), C.V.,
      its general partner

By:   HM GP Partners IV Cayman, L.P.,
      its general partner

By:   HM Fund IV Cayman, LLC,
      its general partner

By:   /s/ JOE COLONNETTA
   -----------------------------------------------
      Joe Colonnetta
      Principal

<PAGE>


*HM4-SBS (1999) COINVESTORS, L.P.

By:   Hicks, Muse GP (1999) Partners IV, L.P.,
      its general partner

By:   Hicks, Muse (1999) Partners IV, LLC,
      its general partner

By:   /s/ JOE COLONNETTA
   -----------------------------------------------
      Joe Colonnetta
      Principal


*HM4-EQ (1999) COINVESTORS, L.P.

By:   Hicks, Muse GP (1999) Partners IV, L.P.,
      its general partner

By:   Hicks, Muse (1999) Fund IV, LLC,
      its general partner

By:   /s/ JOE COLONNETTA
   -----------------------------------------------
      Joe Colonnetta
      Principal


*PEARL STREET, L.P.

By:   Pearl Street Limited,
      its general partner

By:   /s/ JOE COLONNETTA
   -----------------------------------------------
      Joe Colonnetta
      Principal


<PAGE>


*PEARL STREET II, L.P.

By:   Pearl Street II GP, LLC,
      its general partner

By:   Hicks, Muse, Tate & Furst Equity Fund III, L.P.,
      a member

By:   HM3/GP Partners, L.P.,
      its general partner

By:   Hicks, Muse GP Partners III, L.P.,
      its general partner

By:   Hicks, Muse Fund III Incorporated,
      its general partner

By:   /s/ JOE COLONNETTA
   -----------------------------------------------
      Joe Colonnetta
      Principal


*Notice Address:

200 Crescent Court, Suite 1600
Dallas, Texas 75201
Attention: Joe Colonnetta
Telecopy: (214) 720-7888

With a copy to:

Vinson & Elkins L.L.P.
2001 Ross Avenue, Suite 3700
Dallas, Texas 75201
Attention: Rodney L. Moore
Telecopy: (214) 999-7781


*GSC PARTNERS CDO FUND, LIMITED

By:   /s/ THOMAS LIBASSI
   -----------------------------------------------
      Thomas Libassi
      Managing Director


<PAGE>

*GSC RECOVERY II, L.P.

By:   GSC Recovery II GP, L.P.,
      its general partner

By:   GSC RII, LLC,
      its general partner

By:   GSCP (NJ) Holdings, L.P.,
      its sole member

By:   GSCP (NJ), Inc.,
      its general partner

By:   /s/ ROBERT A. HAMWEE
   -----------------------------------------------
      Robert A. Hamwee
      Managing Director


*GSC RECOVERY IIA, L.P. (SECOND CLOSE)

By:   GSC Recovery IIA GP, L.P.,
      its general partner

By:   GSC RIIA, LLC,
      its general partner

By:   GSCP (NJ) Holdings, L.P.,
      its sole member

By:   GSCP (NJ), Inc.,
      its general partner

By:   /s/ ROBERT A. HAMWEE
   -----------------------------------------------
      Robert A. Hamwee
      Managing Director


*GSC PARTNERS CDO FUND II, LIMITED

By:   /s/ THOMAS LIBASSI
   -----------------------------------------------
      Thomas Libassi
      Managing Director


<PAGE>

*GSC RECOVERY IIA, L.P.

By:   GSC Recovery IIA GP, L.P.,
      its general partner

By:   GSC RIIA, LLC,
      its general partner

By:   GSCP (NJ) Holdings, L.P.,
      its sole member

By:   GSCP (NJ). Inc.,
      its general partner

By:   /s/ ROBERT A. HAMWEE
   -----------------------------------------------
      Robert A. Hamwee
      Managing Director


Notice Address:

500 Campus Drive, Suite 220
Florham Park, NJ 07932
Attention: Robert Hamwee / Philip Raygorodetsky
Telecopy: (973) 437-1037

*POST TOTAL RETURN FUND, LP

By:   MW Post Advisory Group, LLC,
      as General Partner

By:
   -----------------------------------------------
      Carl Goldsmith
      Managing Member


*THE OPPORTUNITY FUND, LLC

By:   MW Post Advisory Group, LLC,
      as Investment Manager

By:
   -----------------------------------------------
      Carl Goldsmith
      Managing Member


<PAGE>

*POST OPPORTUNITY FUND, LP

By:   MW Post Advisory Group, LLC,
      as General Partner

By:
   -----------------------------------------------
      Carl Goldsmith
      Managing Member


*MW POST PORTFOLIO FUND, LP

By:   MW Post Advisory Group, LLC,
      as General Partner

By:
   -----------------------------------------------
      Carl Goldsmith
      Managing Member


*STATE OF SOUTH DAKOTA RETIREMENT SYSTEM FUND

By:   MW Post Advisory Group, LLC,
      as Investment Manager

By:
   -----------------------------------------------
      Carl Goldsmith
      Managing Member


*SPRUGOS INVESTMENTS IV, LLC

By:   MW Post Advisory Group, LLC,
      as Investment Manager

By:
   -----------------------------------------------
      Carl Goldsmith
      Managing Member




*Notice Address
MW Post Advisory Group
11766 Wilshire Blvd., Suite 1660
Los Angeles, CA 90025
Attention: Carl Goldsmith
Telecopy: (310) 996-9669


<PAGE>

With a copy to:

Michael J. Sage
Stroock & Stroock & Lavan LLP
180 Maiden Lane
New York, NY 10038
Telecopy: (212) 806-6006