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Exhibit 4.1

                            NOBLE INTERNATIONAL, LTD.
                               28213 Van Dyke Road
                                Warren, MI 48093

                                              October 20, 2004

VIA FACSIMILE

Riverview Group, LLC
Attn: Daniel Cardella
Facsimile: (212) 977-1667

Ladies and Gentlemen:

      Reference is made to the Convertible Subordinated Note dated March 26,
2004 (the "Note") issued by Noble International Ltd. to you. Capitalized terms
used but not otherwise defined shall have the meanings assigned to such terms in
the Note.

      In light of certain accounting regulations recently promulgated, we are
requesting that you agree to amend certain provisions of the Note

      Accordingly, we hereby request that you consent to the following:

1.    Amendment to Section 4(b). Section 4(b) of the Note is amended and
restated to read as follows:

      "(b) Redemption Right. Promptly after the occurrence of an Event of
Default with respect to this Note or any Other Note, the Company shall deliver
written notice thereof via facsimile and overnight courier (an "EVENT OF DEFAULT
NOTICE") to the Holder. At any time after the earlier of the Holder's receipt of
an Event of Default Notice and the Holder becoming aware of an Event of Default,
the Holder may require the Company to redeem all or any portion of this Note by
delivering written notice thereof (the "EVENT OF DEFAULT REDEMPTION NOTICE") to
the Company, which Event of Default Redemption Notice shall indicate the portion
of this Note the Holder is electing to redeem. Each portion of this Note subject
to redemption by the Company pursuant to this Section 4(b) shall be redeemed by
the Company at a price equal to the greater of (i) the product of (x) the
Conversion Amount to be redeemed and (y) the Redemption Premium and (ii) the
product of (A) the Conversion Rate with respect to such Conversion Amount in
effect at such time as the Holder delivers an Event of Default Redemption Notice
and (B) the Closing Sale Price of the Common Stock on the date immediately
preceding such Event of Default (the "EVENT OF DEFAULT REDEMPTION PRICE"). The
Event of Default Redemption Price shall be paid in the following manner: (I) the
Company shall pay the portion of the Event of Default Redemption Price equal to
the Conversion Amount in cash and (II) the remaining portion of the
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Event of Default Redemption Price (the "EXCESS EVENT OF DEFAULT REDEMPTION
PRICE") shall be paid, at the Company's option, in either (a) cash or (b) by
delivery of shares of Common Stock ("EVENT OF DEFAULT SHARES"); provided that
the Company may only elect to pay the Excess Event of Default Redemption Price
in Event of Default Shares if the Conditions to Mandatory Conversion have been
satisfied (or waived in writing by the Holder) as of the first day of the Event
of Default Conversion Period (as hereinafter defined) through, and including,
the date of payment of the Event of Default Redemption Price; provided, further,
that for purposes of determining whether clause (iii)(y) in the definition of
Conditions to Mandatory Conversion has been satisfied, the Event of Default
giving rise to the redemption hereunder shall be disregarded. The Company shall
be required to set forth in the Event of Default Notice of any election to pay
the Excess Event of Default Redemption Price in Event of Default Shares. Any
portion of the Event of Default Redemption Price that the Company elects to pay
in Common Stock shall be paid in a number of fully paid and nonassessable shares
equal to the quotient of (1) the Excess Event of Default Redemption Price and
(2) the Event of Default Conversion Price (as hereinafter defined) in effect;
provided that the amount of Event of Default Shares delivered by the Company as
payment for the Excess Event of Default Redemption Price shall not exceed the
Required Reserve Amount. For purposes of this Section, the "EVENT OF DEFAULT
CONVERSION PRICE" shall mean, as of any date of determination, the price which
shall be computed as 90% of the arithmetic average of the Weighted Average Price
of the Common Stock on each of the 5 consecutive Trading Days following the date
on which the Company publicly announces such redemption (the "EVENT OF DEFAULT
CONVERSION PERIOD"); all such determinations to be appropriately adjusted for
any stock split, stock dividend, stock combination or other similar transaction
that proportionately decreases or increases the Common Stock during such Event
of Default Conversion Period. Redemptions required by this Section 4(b) shall be
made in accordance with the provisions of Section 12 and the date on which the
Event of Default Redemption Price is paid pursuant to such Section 12 shall be
the "EVENT OF DEFAULT REDEMPTION DATE." When determining if the Conditions to
Mandatory Conversion have been satisfied, (A) the term "Mandatory Conversion
Date" shall be replaced with the term "Event of Default Redemption Date", (B)
the term "Mandatory Conversion Measuring Period" shall be replaced by the term
"Event of Default Conversion Period" and (C) the term Mandatory Conversion
Notice shall be replaced by the term "Event of Default Notice".

2.    Amendment to Section 5(c). Section 5(c) of the Note is amended and
restated to read as follows:

      "(c) Redemption Right. At any time during the period beginning after the
Holder's receipt of a Change of Control Notice and ending on the date of the
consummation of such Change of Control (or, in the event a Change of Control
Notice is not delivered at least 10 days prior to a Change of Control, at any
time on or after the date which is 10 days prior to a Change of Control and
ending 10 days after the consummation of such Change of Control), the Holder may
require the Company to redeem all or any portion of this Note by delivering
written notice thereof ("CHANGE OF CONTROL REDEMPTION NOTICE") to the Company,
which Change of Control Redemption Notice shall indicate the Conversion Amount
the Holder is electing to redeem; provided, however, that the Company shall not
be under any obligation to redeem all or any portion of this Note or to deliver
the applicable Change of Control Redemption Price unless and until the
applicable Change of Control is consummated. The portion of this Note subject to
redemption pursuant to this Section 5(c) shall be redeemed by the Company at a
price equal to the greater of (i) the product of (x) the Conversion Amount being
redeemed and (y) the quotient determined by dividing (A) the Closing Sale Price
of the Common Stock immediately following the public announcement of such
proposed Change of Control by (B) the Conversion Price and
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(ii) 110% of the Conversion Amount being redeemed (the "CHANGE OF CONTROL
REDEMPTION PRICE"). The Change of Control Redemption Price shall be paid in the
following manner: (I) the Company shall pay the portion of the Change of Control
Redemption Price equal to the Conversion Amount in cash and (II) the remaining
portion of the Change of Control Redemption Price (the "EXCESS CHANGE OF CONTROL
REDEMPTION PRICE") shall be paid, at the Company's option, in either (a) cash or
(b) by delivery of shares of Common Stock ("CHANGE OF CONTROL SHARES"); provided
that the Company may only elect to pay the Excess Change of Control Redemption
Price in Change of Control Shares if the Conditions to Mandatory Conversion have
been satisfied (or waived in writing by the Holder) as of the first day of the
Change of Control Conversion Period (as hereinafter defined) through, and
including, the date of payment of the Change of Control Redemption Price. The
Company shall be required to set forth in the Change of Control Notice of any
election to pay the Excess Change of Control Redemption Price in Change of
Control Shares. Any portion of the Change of Control Redemption Price that the
Company elects to pay in Common Stock shall be paid in a number of fully paid
and nonassessable shares equal to the quotient of (1) the Excess Change of
Control Redemption Price and (2) the Change of Control Conversion Price (as
hereinafter defined) in effect; provided that the amount of Change of Control
Shares delivered by the Company as payment for the Excess Change of Control
Redemption Price shall not exceed the Required Reserve Amount.. For purposes of
this Section, the "CHANGE OF CONTROL CONVERSION PRICE" shall mean, as of any
date of determination, the price which shall be computed as 90% of the
arithmetic average of the Weighted Average Price of the Common Stock on each of
the 10 consecutive Trading Days commencing 10 Trading Days before the date the
Change of Control becomes effective and ending on day immediately preceding such
effective date (the "CHANGE OF CONTROL CONVERSION PERIOD"); all such
determinations to be appropriately adjusted for any stock split, stock dividend,
stock combination or other similar transaction that proportionately decreases or
increases the Common Stock during such Change of Control Conversion Period.
Redemptions required by this Section 5(c) shall be made in accordance with the
provisions of Section 12 and shall have priority to payments to stockholders in
connection with a Change of Control and the date on which the Change of Control
Redemption Price is paid pursuant to such Section 12 shall be the "CHANGE OF
CONTROL REDEMPTION DATE". When determining if the Conditions to Mandatory
Conversion have been satisfied, (A) the term "Mandatory Conversion Date" shall
be replaced with the term "Change of Control Redemption Date", (B) the term
"Mandatory Conversion Measuring Period" shall be replaced by the term "Change of
Control Conversion Period" and (C) the term "Mandatory Conversion Notice" shall
be replaced by the term "Change of Control Redemption Notice".

3.    Amendment to Section 12. The second sentence of Section 12 of the Note is
hereby amended and restated to read as follows:

      "The Company shall deliver the applicable Event of Default Redemption
Price to the Holder within six Trading Days after the Company's public
announcement of such redemption."

4.    Amendment to Section 16. Section 16 of the Note is hereby amended and
restated to read as follows:

      "(16) DIVIDEND RESTRICTION. The Company shall not pay a dividend or
distribution to the holders of its Common Stock in an amount that exceeds, in
any twelve month period from the Issuance Date until March 23, 2007, 48 cents
per share (as adjusted for any stock splits, stock dividends or
recapitalizations following the Issuance Date)."
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4.    Expense Reimbursement. The Company shall pay upon execution of this letter
an expense allowance not to exceed $12,500 for reimbursement of reasonable legal
and due diligence expenses incurred in connection with entering into this
letter.

      Except as amended or modified by this letter, all other terms and
conditions of the Note shall remain in full force and effect. If the foregoing
amendments are acceptable to you, please sign in the space indicated below. This
letter may be executed in counterparts.

                                            Sincerely,

                                            NOBLE INTERNATIONAL, LTD.

                                            By: /s/ Jay J. Hansen
                                               ---------------------
                                            Name:  Jay J. Hansen
                                            Title: CFO

Agreed and Accepted:

RIVERVIEW GROUP, LLC

By: /s/ Daniel Cardella
   ---------------------
Name:  Daniel Cardella
Title: Portfolio Manager

cc: Eleazer Klein, Esq.
    (212) 593-5955