EXHIBIT10.3SUPPLEMENT AGREEMENT          SUPPLEMENT AGREEMENT (this “Supplement Agreement”), dated as of January 19, 2006 amongMSX International, Inc., a Delaware corporation (the “Company”), MSX International Limited,a company organized under the laws of England and Wales (“MSXI Limited” and together withthe Company, the “Borrowers”), Creative Technology Services, L.L.C., a Michigan limitedliability company (“CTS”), and Citicorp Mezzanine III, L.P., a New York corporation, as theLender under the Agreement referred to below (the “Lender”).WITNESSETH:          WHEREAS, the Borrowers and the Subsidiary Guarantors named therein have heretofore executedand delivered to the Lender a Third Secured Term Loan Agreement (as such may be amended from timeto time, the “Agreement”), dated as of August 1, 2003, providing a loan to the Company onthe Effective Date in an amount equal to $25,000,000 (the “Loan”). In connection with theLoan, (i) the Company issued a Company Note, dated the Effective Date, in the aggregate principalamount of $21,500,000, evidencing the Loan made by the Lender to the Company and (ii) MSXI Limitedissued a MSXI Limited Note, dated the Effective Date, in the aggregate principal amount of$3,500,000, evidencing the Loan made by the Lender to MSXI Limited (together, the “Notes”);and          WHEREAS, Section 8.6 of the Agreement provides that under certain circumstances aGuarantor may be released from its Guarantee upon the sale of all of its Capital Stock to anyPerson that is not a Subsidiary of the Company by execution and delivery to the Lender of asupplement to the Agreement;          NOW THEREFORE, in consideration of the foregoing and for other good and valuableconsideration, the receipt of which is hereby acknowledged, CTS, the Borrowers and the Lendermutually covenant and agree for the equal and ratable benefit of the holders of the Notes asfollows:          1. Definitions. For all purposes of this Supplement Agreement, except as otherwiseherein expressly provided or unless the context otherwise requires: (i) capitalized terms usedherein without definition shall have the meanings assigned to them in the Agreement.; and (ii) thewords “herein,” “hereof” and “hereby” and other words of similar import used in this SupplementAgreement refer to this Supplement Agreement 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 irrevocably and unconditionally released and discharged from and inrespect of any and all claims, causes of action, liabilities and obligations of any naturewhatsoever, inchoate or mature, know or unknown, whether or not asserted heretofore, arising orrelated to its Guarantee in accordance with Section 8.6 of the Agreement, and (b) shall no longerbe a Subsidiary Guarantor for any purpose under the Agreement or the Notes.          3. Ratification of Agreement; Supplement Agreement Part of Agreement. Except asexpressly amended hereby, the Agreement is in all respects ratified and confirmed and all theterms, conditions and provisions thereof shall remain in full force and effect. This SupplementAgreement shall form a part of the Agreement for all purposes, and every Holder of Notes heretoforeor hereafter authenticated and delivered shall be bound hereby.
 

 
          4. Governing Law. THIS SUPPLEMENT AGREEMENT 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.          5. Counterparts. The parties may sign any number of copies of this SupplementAgreement. Each signed copy shall be an original, but all of them together represent the sameagreement.          6. Effect of Headings. The Section headings herein are for convenience only and shallnot affect the construction thereof.
2

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