EXHIBIT 10.2SUPPLEMENTAL INDENTURE     SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of January 19, 2006,among MSX International, Inc., a Delaware corporation (the “Company”), MSX InternationalLimited, a company incorporated under the laws of England and Wales (“MSXI Limited” and,together with the Company, the “Issuers”), Creative Technology Services, L.L.C., a Michiganlimited liability company (“CTS”), and BNY Midwest Trust Company, an Illinois trustcompany, as trustee (in such capacity, the “Trustee”) and as collateral agent (in suchcapacity, the “Collateral Agent”), in each case, under the Indenture referred to below.WITNESSETH:     WHEREAS the Issuers and the Subsidiary Guarantors named therein have heretofore executed anddelivered to the Trustee an Indenture (as such may be amended from time to time, the“Indenture”), dated as of August 1, 2003, providing for the issuance of Senior Secured NoteUnits due 2007 (the “Units”), each Unit consisting of $860 principal amount of 11% SeniorSecured Notes due 2007 issued by the Company and $140 principal amount of 11% Senior Secured Notesdue 2007 issued by MSXI Limited (together, the “Notes”);     WHEREAS Section 11.6 of the Indenture provides that under certain circumstances a Guarantormay be released from its Guarantee upon the sale of all of its Capital Stock to any Person that isnot a Subsidiary of the Company by execution and delivery to the Trustee of a supplementalindenture; and     WHEREAS pursuant to Section 9.1(5) of the Indenture, the Trustee and the Issuers areauthorized to execute and deliver this Supplemental Indenture;     NOW THEREFORE, in consideration of the foregoing and for other good and valuableconsideration, the receipt of which is hereby acknowledged, the Issuers, CTS and the Trusteemutually covenant and agree for the equal and ratable benefit of the Holders as follows:     1. Definitions. (a) Capitalized terms used herein without definition shall have themeanings assigned to them in the Indenture.     (b) For all purposes of this Supplemental Indenture, except as otherwise herein expresslyprovided or unless the context otherwise requires: (i) the terms and expressions used herein shallhave the same meanings as corresponding terms and expressions used in the Indenture; and (ii) thewords “herein,” “hereof” and “hereby” and other words of similar import used in this SupplementalIndenture refer to this Supplemental Indenture as a whole and not to any particular section hereof.
 

 
     2. Release of Guarantee. Each of the parties hereto hereby agrees that from and afterthe date hereof, CTS: (a) is unconditionally released and discharged from and in respect of any andall claims, causes of action, liabilities and obligations of any nature whatsoever, inchoate ormature, know and unknown, whether or not asserted heretofore, arising or related to its Guaranteein accordance with Section 11.6 of the Indenture; and (b) shall no longer be a Subsidiary Guarantorfor any purpose under the Indenture or the Notes.     3. Release of Liens.          a. Pursuant to and subject to compliance with the terms of the Indenture, the Collateral Agenthereby agrees that the Security Interests created by the Indenture and the Collateral Agreements ,and all right, title and interest in and to (i) the Capital Stock of CTS (“CTS CapitalStock”) and (ii) the Collateral owned by CTS (“CTS Collateral” and together with CTSCapital Stock, the “Released Interests”), in each case, that were granted, pledged,conveyed, transferred and assigned to the Collateral Agent pursuant to the Indenture and theCollateral Agreements are released and terminated.          b. The Collateral Agent irrevocably authorizes Dickinson Wright PLLC, counsel to JPMorganChase Bank N.A., agent for the Lenders party to the Senior Credit Facility, and any agent appointedby Dickinson Wright PLLC, to file, in the name and on behalf of the Collateral Agent, any and allUCC termination statements and such other documents necessary or desirable to terminate allSecurity Interests securing the Released Interests under the Indenture and the CollateralAgreements.     4. Ratification of Indenture; Supplemental Indentures Part of Indenture. Except asexpressly amended hereby, the Indenture is in all respects ratified and confirmed and all theterms, conditions and provisions thereof shall remain in full force and effect. This SupplementalIndenture shall form a part of the Indenture for all purposes, and every Holder heretofore orhereafter authenticated and delivered shall be bound hereby.     5. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED INACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLEPRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHERJURISDICTION WOULD BE REQUIRED THEREBY.     6. Trustee Makes No Representation. The Trustee makes no representation as to thevalidity or sufficiency of this Supplemental Indenture. The recitals and statements herein aredeemed to be those of the Issuers and CTS and not of the Trustee.     7. Counterparts. The parties may sign any number of copies of this SupplementalIndenture. Each signed copy shall be an original, but all of them together represent the sameagreement.
 

 
     8. Effect of Headings. The Section headings herein are for convenience only and shallnot affect the construction thereof.
 

 
     IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be dulyexecuted as of the date first above written.      MSX INTERNATIONAL, INC.