Escrow Agreement

ESCROW AGREEMENT


This Escrow Agreement (this "Escrow Agreement") dated as of April 7, 1997, by and among Noble International, Ltd., a Michigan corporation ("Noble"), Utilase, Inc., a Michigan corporation ("Utilase"), and Jaffe, Raitt, Heuer & Weiss, Professional Corporation (the "Escrow Agent").


Background


A. Pursuant to a Stock Purchase Agreement dated as of April 7, 1997, to
which Noble, Utilase, a subsidiary of DCT, Inc., a Michigan corporation
("DCT"), and the shareholders of Utilase are parties (the "Purchase
Agreement"), Noble is to acquire all of the outstanding shares of
common stock of Utilase.


B. The parties desire to place in escrow with the Escrow Agent the Escrow
Shares (as defined in the Purchase Agreement).


NOW, THEREFORE, the parties to this Agreement agree as follows.


Agreement


1. Noble hereby deposits with the Escrow Agent Certificate No. 42 evidencing 506 shares of Noble Common Stock (the "Escrow Shares"). The Escrow Agent hereby acknowledges receipt of the Escrow Shares and agrees to hold and disburse the Escrow Shares in accordance with the terms contained in this Escrow Agreement. The certificates evidencing the Escrow Shares shall be registered in the name of Utilase, Inc. The Escrow Agent shall hold the Escrow Shares in escrow for Noble and Utilase pursuant to this Agreement as their interests may appear.


2. (a) If the transactions contemplated by the Purchase Agreement are consummated, the Escrow Agent shall return the Escrow Shares to Noble on the Closing Date (as defined in the Purchase Agreement).


(b) If the Purchase Agreement is terminated, then in accordance with Section 8.2(ii) of the Purchase Agreement, the Escrow Agent shall deliver the Escrow Shares to Utilase or to Noble upon such termination, as provided in Section 8.2(ii) of the Purchase Agreement.


3. Notwithstanding paragraph 2, the Escrow Agent shall not deliver the Escrow Shares to Noble or Utilase unless (a) a written demand (the "Release Demand") for the Escrow Shares has been received by the Escrow Agent from Noble or Utilase, as the case may be (the "Demanding Party"), and (b) either no objection to such demand has been received by the Escrow Agent as


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provided below, or such objection has been withdrawn as so provided, or the Escrow Agent has received a certified copy of the decision of the arbitrator referred to in paragraph 4 directing such delivery. Any Release Demand shall be in writing and shall specify in reasonable detail the basis for the demand. Upon receipt of a Release Demand, the Escrow Agent shall transmit a copy thereof to the other party in the manner provided in paragraph 8 hereof within 5 business days. Utilase or Noble, as the case may be (the "Objecting Party"), may object to such Release Demand by giving a written objection (an "Objection"), specifying the basis therefor, to the Escrow Agent. Upon its receipt of such an Objection, the Escrow Agent shall transmit a copy thereof to the Demanding Party in the manner provided in paragraph 8 hereof within 5 business days. A Release Demand or Objection may be withdrawn at any time by written notice to the Escrow Agent from the Demanding Party or the Objecting Party, as the case may be. The Escrow Agent shall comply with a Release Demand as promptly as practicable if no such Objection is given to the Escrow Agent within the period ending 15 days after the copy of the Release Demand is given to the Objecting Party as provided above, or if such objection is withdrawn. Compliance with this paragraph 3 shall completely discharge the duties of the Escrow Agent with respect to delivery of the Escrow Shares in response to a Release Demand.


4. Any dispute arising out of or relating to this Agreement or the breach, termination or validity hereof or thereof, shall be finally settled by arbitration conducted expeditiously in accordance with the Center for Public Resources Rules for Non-Administered Arbitration of Business Disputes by an independent and impartial arbitrator selected by the agreement of Noble and Utilase. The arbitration shall be governed by the United States Arbitration Act, 9 U.S.C. ss.ss.1-16, and judgment on the award rendered by the arbitrator may be entered by any court having jurisdiction thereof. The place of arbitration shall be Oakland County, Michigan, or such other place as the parties may agree. The arbitrator is not empowered to award damages in excess of compensatory damages and each party hereby irrevocably waives any damages in excess of compensatory damages. One-half of the fees and expenses o ...