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Exhibit
99.2
  DEED OF TRANSFER OF THE ENTIRE QUOTA OF SATIZ S.r.l,
AN ITALIAN COMPANY WITH A SOLE QUOTAHOLDER.
 
  MSX INTERNATIONAL NETHERLANDS B.V. Directeur Seller
  LOCALFIN S.r.l., Buyer
 Party Parties
 WHEREAS:
 A)
    
    Seller owns the entire quota representing 100% of the corporate capital (hereinafter
the Quota) of Satiz S.r.l., a company with a sole quota-holder, with offices in Turin,
capital of Euro 2.000.000 registered in the Register of Enterprises of Turin, Fiscal Code
07786900014, R.E.A. 920194 (hereinafter Satiz);B)
    
    The information requested by the persons acting on behalf of the Buyer relating to the
business, economic, financial, contractual, labour and other situation of Satiz was
provided to the above-mentioned persons during the course of due diligence performed by
them and afterwards updated until the date hereof, including but not limited to the
following; and the Buyer has declared to be satisfied with the information received, which,
in its opinion, is sufficient for its purposes;
 (i)
    
    the company and the consolidated financial statements of Satiz and its
subsidiaries for the fiscal year ended December 31, 2005 (hereinafter the 2005
Accounts), and the Reports of the Board of Directors thereon
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(hereinafter the Reports), as approved by the Quota-holders Meeting of Satiz;(ii)
    
    the Reports of PricewaterhouseCooper as responsible for the Control of
the Accounts and the Reports of the Sindaci relative to the 2005 Accounts,
submitted to the Quota-holders of Satiz;(iii)
    
    the ongoing contractual relations of Satiz with its customers and, in
particular, the FIAT Group; and,(iv)
    
    the situation in respect of the labour matters of Satiz and, in
particular, the status of the ongoing negotiations with the last 29 employees who
challenged the dismissal which were notified to them in January, 2006, at the end of
the well-known mobility procedure conducted by Satiz with Union and employee
representatives;
 C)
    
    Satiz has claimed the refund of the I.R.A.P. tax paid for the fiscal years of 2000,
2001, 2002, 2003 and 2004 (hereinafter the Irap Refund) from (i) the Internal Revenue
Officeof Turin 3, Via Sidoli 35, 10135 Turin, (ii) the Piedmont Region, Piazza Castello
155, 10122 Turin, and (iii) the Regional Office of Piedmont, Corso Vinzaglio 8, 10121
Turin, for a total amount of Euro 4,552,469.80, and, in consideration of the silence of the
said agencies, has instituted proceedings before the Tax Provincial Commissionof Turin, as
per the documentation furnished to the Buyer, which proceedings have been suspended as a
decision on Irap refunds is expected on the part of the European Court of Justice;D)
    
    Satiz, on August 2, 2004, entered into a factoring agreement (hereinafter the
Factoring Agreement) with GE Capital Finance S.p.A., (GE) undertaking certain
obligations which, on November 22, 2005, have been guaranteed by MSX International Holdings
Italia S.r.l., a sister company of Satiz wholly owned by Seller (hereinafter MSX Srl) as
per the documentation furnished to Buyer (hereinafter the MSX Srl Guarantee);E)
    
    Until the date hereof, Satiz has been managed by a Board of Directors composed of three
members, in the persons of Frederick K. Minturn, Chairman, Augusto Vicentin and Peter
Wolfgang Kurth, Directors (hereinafter the Outgoing Directors);F)
    
    Until the date hereof, the Board of Sindaci of Satiz was composed of three Regular
Sindaci in the persons of Dr. Giancarlo Rizzani, Chairman, Dr. Ennio Boga and Dr. Tomaso
Todeschini, and of two Deputy Sindaci in the persons of Dr. Antonio Daffra and Dr. Pietro
Mandirola (hereinafter the Outgoing Sindaci);G)
    
    As of the date hereof, the Satiz subsidiaries (hereinafter the Subsidiaries) Satiz
Poland s.p.zoo, with office in Poland  Bielsko Biala  Ul 11 Listopada 60/62 (Satiz
Poland)and Satiz do Brasil Ltda, with office in Brazil  Galpao 21  Rodovia Fernau Dias
km 429  Betim (Minas Gerais) (Satiz do Brazil)are managed respectively by a Board of
Directors composed of two members in the persons of Mr. Jas Gawronski, Chairman, and Mr.
Nicola Varvelli, Vice-Chairman, and by Mr. Ilkka Miikka Eerikki Palin as Sole Director
(called Diretor Presidente) (the Outgoing Managers of the Subsidiaries)
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H)
    
    As at the date hereof, MSX S.r.l. owes the following 9 (nine) promissory notes to
Satiz, each amounting to Euro 522,895 (five hundred twenty two thousand eight hundred
ninety five) including interest at the rate of 6%, and totalling Euro 4,706,055 (four
million seven hundred six thousand and fifty five cents) due and payable on the following
dates (hereinafter the  Notes):
 
 I)
    
    Prior to the execution of this deed, the following conditions, as agreed between the
Parties, have been met:
 (i)
    
    Satiz has communicated to GE the termination of the Factoring Agreement;(ii)
    
    the Outgoing Directors of Satiz have submitted their resignations and new
Directors, selected by Buyer have been appointed by the Quota-holders Meeting of
Satiz, in the persons of Messrs. Carlo Cozza as Chairman, Attilio Meoli and Romeo
Quartiero, who have accepted their offices;(iii)
    
    the Outgoing Sindaci of Satiz have submitted their resignations and
new Sindaci selected by Buyer have been appointed by the Quota-holders Meeting of
Satiz in the persons of Messrs. Pietro Griffini, as Chairman,
Riccardo Lagonigro and Beniamino Lanfranchi as Regular Sindaci, Luigi Azza Mira
and Nicola Frangi as Deputy Sindaci, who have accepted their offices;(iv)
    
    the Outgoing Managers of the Subsidiaries have submitted their
resignations and new Managers selected by Buyer will be appointed in the place of
the Outgoing Managers of the Subsidiaries as soon as possible;(v)
    
    the Outgoing Directors, together with Mr. Robert Netolicka member of the
Board of Director of Satiz up to April 5, 2006, the Outgoing Sindaci and the
Outgoing Managers of the Subsidiaries of Satiz have been released by the Buyer (also
as the new Quotaholder of Satiz) from any liabilities in respect of any and all of
their action carried out on behalf of Satiz and Subsidiaries until the date hereof;
 J)
    
    Buyer wishes to purchase the Quota from Seller and Seller is willing to sell the Quota
to Buyer at the following terms and conditions
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NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:
 1. TRANSFER OF THE QUOTA
 Deed of Transfer
 2. PURCHASE PRICE (BASIC PRICE)
 Basic Price Euro 1,500,000
 pro-solvendo
  -
    
    for the Note due on July 31, 2006: Euro 514,500 (five hundred fourteen thousand and
five hundred);-
    
    for the Note due on January 31, 2007: Euro 499,726 (four hundred ninety-nine thousand
and seven hundred twenty six);-
    
    for the Note due on January 31, 2008: Euro 471,440 (four hundred seventy-one thousand
and four hundred forty);
   3. PURCHASE PRICE (ADDITIONAL PRICE)
 Earn-Out Price.
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IRAP Refund.
  4. REPRESENTATIONS AND WARRANTIES OF SELLER
  -
    
    Seller is a company duly incorporated, existing and in good standing under the laws of The
Netherlands;-
    
    Satiz is a company duly incorporated, existing and in good standing under the laws of the
Italian Republic;-
    
    Seller is the owner with full rights and title to the Quota hereby transferred to
Buyer, and the Quota is free from any liens, mortgage registrations, transcriptions,
seizures and attachments, or other burdens or obligations;-
    
    the Quota hereby transferred to Buyer is free from any pre-emptive rights held by third
parties, and such transfer is valid and effective in respect of Satiz, subject only to the
subsequent filing and registration requirements of Italian law;
  5. REPRESENTATIONS AND WARRANTIES OF BUYER
  -
    
    Buyer is a company duly incorporated, validly existing and in good standing under the
laws of Italy.
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-
    
    Buyer has and shall have the necessary authority and resources to duly stipulate this
Deed of Transfer and to promptly perform and complete all acts and/or transactions
contemplated hereby, and to exactly fulfil its obligations hereunder.-
    
    Buyer and Satiz shall indemnify MSX S.r.l. and hold MSX S.r.l. harmless from any action
and/or claim by GE however relating to the MSX S.r.l. Guarantee.
 6. AMENDMENTS AND WAIVERS
   7. COMMUNICATIONS
  - If to Seller:
    
    MSX International Netherlands B.V.To the attention of Mr. Frederick K. Minturn -Directeur1950 Concept Drive, WarrenMichigan, U.S.A.fax: 001 248 8296030e-mail: fminturn@msxi.comwith copy to:
    
    Avv. Luigi Macchi di CellereVia G. Serbelloni 4,20122 Milan Italyfax: +39 0276001618e-mail: l.macchi@macchi-gangemi.com- If to Buyer:
    
    Localfin S.r.l.To the attention of Mr. Carlo Cozza  Sole Directorvia SantEnnodio 1/A,Pavia, Italyfax: 0382.539992e-mail: ccozza@fastwebnet.itwith copy to:
    
    Avv. Massimo PretiVia Visconti di Modrone, 720122 Milan, Italyfax: + 39 0276394482e-mail: lawyer_preti@preti.net
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8. APPLICABLE LAW AND JURISDICTION
   9. TAXES AND EXPENSES
         -
    
    Frederick Karl Minturn, born on October 24, 1956 in the State of Michigan (United
States), domiciled for the office in Rokin 55, Amsterdam, The Netherlands, in his capacity
as director and legal representative of MSX INTERNATIONAL NETHERLANDS B.V., a company
incorporated under the laws of The Netherlands, with office in Rokin 55, Amsterdam, The
Netherlands, registered in the Register of Companies of the Chamber of Commerce and
Industry, Tax Code 808746972,-
    
    Carlo Cozza, born in Como on May 8 1961, domiciled for the office in Pavia, Via
SantEnnodio n. 1/A, in his capacity as Chairman of the Board of Directors and legal
representative of LOCALFIN S.r.l.,a company incorporated under the Italian laws, with
registered office in Pavia, via SantEnnodio n. 1/A.
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