FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT

   1

                                                                    EXHIBIT 2.3

                               FIRST AMENDMENT TO
                          REGISTRATION RIGHTS AGREEMENT

        THIS FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT dated as of
October 1, 1998 (this "Amendment") is made by and among NOBLE INTERNATIONAL
LTD., a Michigan corporation (the "Company"), WRAYTER INVESTMENTS INC., an
Ontario corporation ("Wrayter") and Xxxxxx Xxxxx, Jr., an individual ("Xxxxx
Xx.") (Wrayter and Xxxxx Xx. each being a "Securityholder" and together, the
"Securityholders").

                                    RECITALS

        A. The Company and Wrayter are parties to that certain Registration
Rights Agreement dated as of July 24, 1998 (the "Registration Rights
Agreement").

        B. Pursuant to a certain Share Exchange Agreement (the "Exchange
Agreement") entered into on October 1, 1998 by and between the Company, Noble
Canada Holdings II Limited, Noble Canada II, Inc., Wrayter and Xxxxx Xx., the
Securityholders own, or have the right to acquire, shares of the common stock,
no par value, of the Company (the "Common Stock").

        C. Subject to the restrictions set forth in the Exchange Agreement, upon
the exercise of their right to exchange, the parties hereby amend the
Registration Rights Agreement to provide the Securityholders with the
registration rights set forth therein, as amended by this Amendment.

        NOW, THEREFORE, the parties hereto agree as follows:

        1. Xxxxx Xx. is hereby added as a Securityholder under the Registration
Rights Agreement and is made a party thereto.

        2. The Registration Rights Agreement is hereby amended as follows:

               (a) The definition of "SECURITYHOLDER" in Section 1.1 of the
        Registration Rights Agreement is deleted in its entirety and is replaced
        with the following:

                      "SECURITYHOLDER" means Wrayter Investments Inc. and Xxxxxx
               Xxxxx, Jr., collectively.

               (b) In Section 2.1(a) of the Registration Rights Agreement, the
        phrase "at any time and from time to time following the first
        anniversary of the execution and delivery of the Exchange Agreement" is
        deleted and is replaced with the following:

                      "at any time and from time to time following July 24,
               1999".



         First Amendment to Registration Rights Agreement (CCI), Page 1

   2

               (c) In Section 2.1(a)(ii) of the Registration Rights Agreement,
        the phrase "all administrative, filing and professional costs" is
        deleted and is replaced with the following:

                      "all Registration Expenses".

               (d) Section 3.9(b) of the Registration Rights Agreement is hereby
        deleted in its entirety.

               (e) Section 4.8(b) of the Registration Rights Agreement is hereby
        deleted in its entirety and is replaced with the following:

                      "(b) Neither this Agreement nor any term or provision
               hereof may be amended or waived except by an instrument in
               writing signed by all of the parties hereto."

        3. All other provisions of the Registration Rights Agreement shall
remain in full force and effect.

        IN WITNESS WHEREOF, the parties hereto have executed this Amendment
Agreement as of the date first above written.

NOBLE INTERNATIONAL, LTD.                   WRAYTER INVESTMENTS INC.


By:   /s/ XXXXXXX X. XXXX                   By:  /s/ XXXXXX XXXX      
      ------------------------------             ----------------------------
Its:  Vice President                        Its: President                   
      ------------------------------             ----------------------------



     /s/ XXXXXX XXXXX, JR.
------------------------------------
         XXXXXX XXXXX, JR.




         First Amendment to Registration Rights Agreement (CCI), Page 2