TRANSITION SERVICES AGREEMENT

EXHIBIT 10.3

TRANSITION SERVICES AGREEMENT

THIS TRANSITION SERVICES AGREEMENT (this “ Agreement ”) is made as of August 31, 2007, by and between ARCELOR S.A. , a Luxembourg corporation with an address at 19, avenue de la Liberté, L-2930 Luxembourg (“ Arcelor ”) and NOBLE EUROPEAN HOLDINGS B.V. , a private limited liability company (besloten vennootschap) organized under the laws of the Netherland with an address at 28213 Van Dyke Avenue, Warren, Michigan 48093 USA (“ Noble BV ”).

Recitals

A. Noble International, Ltd. (“ Noble ”) and Arcelor have entered into a Share Purchase Agreement, dated March 15, 2007 (the “ Purchase Agreement ”), providing, among other things, for the acquisition by Noble of the laser-welding assets and certain related liabilities of Arcelor (the “ TBA Business ”) in exchange for cash, a subordinated promissory note and 9,375,000 shares of common stock of Noble (the “ Acquisition ”). Execution and delivery of this Agreement is a condition to the effectiveness of the Acquisition. Capitalized terms used herein and not otherwise defined herein have the meanings specified in the Purchase Agreement.

B. At the request of certain commercial lenders, Noble, Noble BV, Noble TSA, LLC, a Delaware limited liability company (“ Noble, LLC ”) and Arcelor have entered into an Assignment and Assumption Agreement on the date hereof whereby Noble assigned its contractual rights under the Purchase Agreement with regard to purchasing TB Holding, BV, a private limited liability company (besloten vennotschap) organized under the laws of the Netherlands to Noble BV and Noble assigned its contractual rights in the Purchase Agreement with regard to purchasing Tailor Steel America, LLC, a Delaware limited liability company to Noble, LLC.

C. In order to provide a smooth transition of the TBA Business from Arcelor to Noble BV, the parties desire to enter into an interim arrangement for the provision of certain transition services on the terms and conditions set forth herein.

Terms of Agreement

Accordingly, the parties hereby agree as follows:

1. General Cooperation . During the term of this Agreement, the parties shall use their reasonable efforts to cooperate with each other with a view to achieving a smooth transition following the Acquisition, including (a) permitting Noble BV to manage the TBA Business efficiently while integrating the TBA Business into Noble BV’s business, and (b) permitting Arcelor to fulfill any contractual or other obligations not transferred to Noble BV that would, but for the Acquisition, have been be fulfilled by Arcelor through the TBA Business.

2. Services to be Provided . Subject to the terms and conditions of this Agreement, (a) Arcelor, directly or through one or more of its Affiliates, shall provide to Noble BV the corporate, financial, legal, human resources, accounting, controlling, administrative, on-site support, payroll management, training, SAP software and maintenance support, software and hardware supply, support and

maintenance, network access and other services and support described on Schedule A to this Agreement (collectively, the “ Arcelor Services ”), in each case, on the same terms and conditions as such services were provided to the Group Members effective as of January 1, 2007; and (b) Noble BV, directly or through one or more of its Affiliates, shall provide to Arcelor all such reasonable transition services as Arcelor and its Affiliates need or that are desirable in order to fulfill any contractual or other obligations not transferred to Noble BV that would, but for the Acquisition, be fulfilled by Arcelor or its Affiliates with use of the personnel and assets of the TBA Business and the other services and support (if any) described on Schedule B to this Agreement (collectively, the “ Noble BV Services ”, and together with the Arcelor Services, the “ Services ”). The Arcelor Services are services which Arcelor, directly or through one or more of its Affiliates, provided to the TBA Business during the 24 months prior to the date of this Agreement. Each of Noble BV (with respect to the Arcelor Services listed on Schedule A) and Arcelor (with respect to the Noble BV Services listed on Schedule B) acknowledges and agrees that the services listed are, to the best of its knowledge and belief, all of the services it will require the other party to perform under this Agreement.

3. Transition . During the term of this Agreement, each party shall use commercially reasonable efforts to obtain the Arcelor Services or the Noble BV Services, as applicable, independently of the other party as soon as reasonably practicable. Arcelor shall provide such assistance as may be reasonably requested by Noble BV to transition the Arcelor Services to Noble BV or a third party provider. Noble BV shall provide such assistance as may be reasonably requested by Arcelor to transition the Noble BV Services to Arcelor or a third party provider. Arcelor shall terminate, at no cost to Noble BV, all agreements between any Group Member, on one hand, and Arcelor or any of its non-Group Member Affiliates, on the other hand, under which the Arcelor Services were provided prior to the date hereof.

4. Compensation for Arcelor Services . In consideration for the Arcelor Services, Noble BV shall pay to Arcelor the prices invoiced by Arcelor from time to time, which prices shall equal the prices paid by the Group Members for such services as of January 1, 2007; provided , that the aggregate amount charged to Noble BV for the Arcelor Services for each of the first two years of the Term shall not exceed €3,300,000 (the “ Maximum Annual Fee ”). During the first six months of the Term, Arcelor shall pay any and all one-time fees payable to third-party providers in connection with the transition of the Arcelor Services to Noble BV, and such costs shall be included in the Maximum Annual Fee. Thereafter, Arcelor may charge to Noble BV, and Noble BV shall reimburse Arcelor for, any such one-time fees payable to third-party providers without regard to the Maximum Annual Fee. Arcelor shall invoice Noble BV at least quarterly for the Arcelor Services. Except as otherwise expressly set forth in Schedule A to this Agreement, all amounts due under this Section 4 shall be paid by Noble BV within 30 days after the end of the month in which the Arcelor invoice is issued.

5. Compensation for Noble BV Services . In consideration for the Noble BV Services, Arcelor shall pay to Noble BV the prices invoiced by Noble BV from time to time, which prices shall not exceed the direct internal cost (excluding overhead) actually incurred by Noble BV to provide such Noble BV Services, without mark-up. Noble BV shall invoice Arcelor at least quarterly for the Noble BV Services. Except as otherwise expressly set forth in Schedule B to this Agreement, all amounts due under this Section 5 shall be paid by Arcelor within 30 days after the end of the month in which the Noble BV invoice is issued.

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6. Performance Standard . Each party shall provide, or cause its Affiliates to provide, the Arcelor Services or Noble BV Services in accordance with all applicable laws and otherwise in the same general manner as the same or similar services were provided in connection with the TBA Business immediately prior to the date of this Agreement.

7. Employee Obligations . Except as expressly set forth in the Purchase Agreement or the Schedules hereto, each party and its Affiliates (a) shall be solely responsible for payment of compensation to their employees for the provision of services hereunder; (b) shall be solely responsible for maintenance of and payment for such party’s employee benefits including retirement plans, health insurance and life insurance; (c) shall be solely responsible for any injury to such employees suffered in the course of providing services hereunder other than injuries arising from the gross negligence or willful misconduct of employees or agents of the other party, compensation for which shall be the sole responsibility of such other party; and (d) shall have full responsibility for payment of all federal, state and local taxes or contributions imposed or required under unemployment insurance, social security and income tax laws with respect to such party’s or its Affiliates’ employees.

8. Audit of Books and Records .

(a) During the Term and for a period of 9 months thereafter, each party (the “ Audited Party ”) and its Affiliates shall permit the other party (the “ Auditing Party ”) and its Affiliates and the Auditing Party’s employees, auditors and other representatives to have reasonable access, during normal business hours and upon reasonable advance notice, to the books and records of the Audited Party and its Affiliates, to the extent such access is reasonably required to verify the accuracy of the amounts charged by the Audited Party or its Affiliates pursuant to Section 4 or Section 5 of this Agreement. Audits pursuant to this Section 8(a) may be requested no more frequently than once per calendar year.

(b) If an audit pursuant to Section 8(a) reveals an overcharge, and the Audited Party or its Affiliates do not successfully justify any charge questioned by such audit, the Audited Party or its Affiliates shall promptly pay to the Auditing Party or its Affiliates the amount of such overcharge, together with interest from the date of receipt of such overcharge to the date of payment at a rate per annum equal to LIBOR, plus 100 basis points. (For purposes of this Agreement, “ LIBOR ” means, at the time in question, the rate per annum appearing on Barron’s Online Money Rates (http://online.barrons.com/public/page/mlab_money_rates.html) (or any successor Internet site) as the latest LIBOR Interbank Rate in U.S. dollars for a six-month term.) In addition, if any such audit reveals an overcharge of more than 10% of the audited invoices in the aggregate for the audited period, the Audited Party or its Affiliates shall promptly reimburse the Auditing Party or its Affiliates for the actual out-of-pocket cost of such audit (including auditor’s fees).

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(c) Upon request by either party, the parties shall meet promptly upon the completion of any audit or the issuance of an interim or final report to the parties following such audit (but in no event more than 15 days after the later thereof). The parties shall develop and agree upon an action plan to address and resolve any issues discovered through such audit within 30 days, unless a shorter resolution time is mutually agreed to by the parties in writing, and shall implement any remedial action required to avoid the making of overcharges in the future.

(d) During the Term and for a period of 9 months thereafter, the Audited Party and its Affiliates shall permit the Auditing Party and its employees, auditors and other representatives to have reasonable access, during normal business hours and upon reasonable advance notice, to books and records and appropriate personnel of the Audited Party and its Affiliates with respect to the TBA Business, to the extent such access is reasonably requested by the Auditing Party in order to permit the evaluation of, and any required reporting, certifications and attestations with respect to, internal controls, processes and systems in connection with the provision of the Services for purposes of compliance with the Sarbanes-Oxley Act of 2002, as it may be amended from time to time. Nothing in this Section 8(d) shall require an Audited Party to maintain its books and records relating to the Services in a manner inconsistent with the manner that it maintains its books and records with respect to its other businesses. If the Auditing Party requests a change to the Audited Party’s internal controls, processes or systems, the Auditing Party shall bear the cost of any change that is agreed to by the Audited Party.

9. Coordination Meetings . The parties agree to meet not less frequently than quarterly to discuss the Services as well as problems that arise in connection with the Services. Each party agrees to provide the other party reasonable advance notice of any issues to be addressed at such coordination meetings. Each party shall be represented at these meetings by an executive authorized to resolve disputes that may arise under this Agreement or in connection with the Services. These meetings may overlap with coordination meetings required under other Ancillary Agreements.

10. Confidentiality Obligations .

(a) During the Term and thereafter, each party and its Affiliates shall maintain the confidentiality of all confidential and proprietary information of the other party and its Affiliates (collectively, “ Confidential Information ”) and shall not disclose such Confidential Information without the prior written consent of the other party, except for (i) disclosures that are required by applicable law, (ii) disclosures that are required to enforce the rights of such party under this Agreement, and (iii) disclosures to any of such party’s Affiliates or other representatives and agents that such party reasonably believes needs to know such Confidential Information to perform its obligations hereunder; provided , that, before any disclosure is made pursuant to applicable law, the disclosing party shall, if permitted by applicable law, give advance written notice of such disclosure to the other party so that such other party may seek a protective order against such disclosure. In the absence or unavailability of any such protective order, the disclosing party shall take all reasonable and lawful actions to seek confidential treatment for such disclosure and, to the extent practicable, to minimize the extent of such disclosure. Without limiting the foregoing, the parties and their Affiliates shall utilize the same methods and practices in the protection of the other’s Confidential Information as each utilizes in protecting its own Confidential Information.

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(b) Upon the earlier of the expiration of this Agreement or the written request of the owner of the Confidential Information, (i) all Confidential Information received by a party and its Affiliates shall be returned to the owner thereof; (ii) no copies of Confidential Information shall be retained by any receiving party or any of its Affiliates; and (iii) no receiving party nor any of its Affiliates shall thereafter utilize the Confidential Information of the other party in any respect whatsoever.

(c) The parties shall be responsible for any breach of this Section 10 by their respective Affiliates, representatives and agents. The parties’ obligations under this Section 10 shall survive the expiration or termination of this Agreement.

11. Termination .

(a) Unless the parties mutually agree to extend the term of this Agreement, the term of this Agreement (the “ Term ”) shall commence on the date hereof and shall continue for a period of three years for all Arcelor Services and Noble BV Services other than Arcelor Services that are information technology-related services which shall continue for a period of four years.

(b) Noble BV may terminate any Arcelor Service, in whole or in part, prior to the expiration of the Term, by providing to Arcelor written notice of termination not less than 90 calendar days (or any shorter period to which Arcelor has consented in writing) before the effective date of such termination, in which case the provision of such Arcelor Service hereunder shall terminate at the end of the period specified in such notice; provided , that termination of any or all Arcelor Services shall not operate as a termination of this Agreement.

(c) Arcelor may terminate any Noble BV Service, in whole or in part, prior to the expiration of the Term, by providing Noble BV written notice of termination not less than 90 calendar days (or any shorter period to which Noble BV has consented in writing) before the effective date of such termination, in which case the provision of such Noble BV Service hereunder shall terminate at the end of the period specified in such notice; provided , that termination of any or all Noble BV Services shall not operate as a termination of this Agreement.

(d) Subject to the provisions of Section 12 of this Agreement, this Agreement may be terminated by either party if:

(i) the other party is in material breach of any provision of this Agreement; provided that the party seeking to terminate this Agreement for breach shall notify the other party in writing of such breach and provide such other party with 30 calendar days to cure such breach; or

(ii) (A) the other party files a petition for bankruptcy or is otherwise declared or adjudicated to be bankrupt or insolvent, (B) a petition for bankruptcy is filed against the other party and such petition is not dismissed within 90 calendar days, or (C) either party discontinues its business or voluntarily submits to, or is ordered by a bankruptcy court to undergo liquidation pursuant to Chapter 7 of the U.S. Bankruptcy Code, as amended, or any successor thereto.

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(e) Termination of this Agreement shall not release any party from any obligation accrued prior to the date of such termination.

(f) The agreements set forth in Section 4 (Compensation for Arcelor Services), Section 5 (Compensation for Noble BV Services), Section 8 (Audit of Books and Records), Section 10 (Confidentiality), Section 12 (Indemnification) and Section 13 (Miscellaneous) hereof shall survive termination of this Agreement for any reason.

12. Indemnification . Each party shall indemnify, defend and hold harmless the other party and the other party’s shareholders, Affiliates, and its and their respective directors, officers, employees, controlling persons and agents (each an “ Indemnified Party ”), from and against all claims asserted against, resulting to, imposed upon or incurred by such Indemnified Party, directly or indirectly, by reason of, arising out of or resulting from (a) the breach of any representation, warranty or covenant made by such party in this Agreement or (b) the gross negligence or willful misconduct on the part such party or any of its Affiliates, employees, agents, representatives or licensees in connection with the performance of such party’s obligations under this Agreement. Any such indemnification shall be subject to the procedures set forth in Section 14.6 (Procedure for Indemnification Claims) of the Purchase Agreement.

13. Relationship of Parties . The parties understand and agree that this Agreement does not make either of them an agent or legal representative of the other for any purpose whatsoever. No party is granted by this Agreement any right or authority to assume or create any obligation or responsibilities, express or implied, on behalf of or in the name of any other party, or to bind any other party in any manner whatsoever. The parties expressly acknowledge that (a) the parties and their respective Affiliates are independent contractors in all respects, including with respect to the provision of the Arcelor Services and the Noble BV Services; and (b) the parties are not partners, joint venturers, employees or agents of or with each other.

14. No Third Party Beneficiaries . This Agreement is for the sole benefit of the parties hereto, and nothing herein expressed or implied shall give or be construed to give any other person any legal or equitable rights.

15. Miscellaneous .

(a) Notices . All notices, requests, claims, demands or other communications that are required or may be given to Noble BV or Arcelor pursuant to the terms of this Agreement shall be given in accordance with Section 17.3 (Notices) of the Purchase Agreement.

(b) Entire Agreement . This Agreement (including the Schedules attached hereto) contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, written or oral, with respect thereto.

(c) Waivers and Amendments . This Agreement may be amended, superseded, canceled, renewed or extended only by a written instrument signed by all of the parties. The provisions hereof may be waived only in writing signed by the party or parties waiving compliance. No delay on the part of any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of any party of any such right, power or privilege, nor any single or partial exercise of any such right, power or privilege, preclude any further exercise thereof or the exercise of any other such right, power or privilege.

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(d) Severability . If any provision of this Agreement for any reason shall be held to be illegal, invalid or unenforceable, such illegality shall not affect any other provision of this Agreement, but this Agreement shall be construed as if such illegal, invalid or unenforceable provision had never been included herein.

(e) Assignment; Binding Effect; Benefit . No assignment by any party of its rights nor delegation by any party of its obligations under this Agreement shall be permitted unless the other party consents in writing thereto, except that Noble BV may, in its sole discretion and without the consent of Arcelor, assign any or all of Noble BV’s rights, interests and obligations under this Agreement to any assignee of Noble BV’s rights under the Purchase Agreement, provided that no such assignment shall relieve Noble BV of any obligation hereunder. This Agreement shall be binding upon and shall inure to the benefit of the parties and their respective successors and permitted assigns.

(f) Governing Law; Submission to Jurisdiction . This Agreement shall be governed by, and construed and enforced in accordance with, the laws of France other than conflict of laws principles thereof directing the application of any law other than that of France. The provisions of Section 17.7, subsections (b), (c), (d) and (e) (Venue; Waiver of Jury Trial), of the Purchase Agreement are hereby incorporated in this Agreement, mutatis mutandis , as if fully set forth herein.

(g) Interpretation . The parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Agreement.

(h) Rules of Construction . All definitions shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “but not limited to.” “Or” shall be disjunctive but not necessarily exclusive. All references herein to Sections and Schedules shall be deemed references to Sections of and Schedules to this Agreement unless the context otherwise requires. Words such as “herein,” “hereof,” “hereto,” “hereby” and “hereunder” refer to this Agreement and to the Schedules, taken as a whole. Except as otherwise expressly provided herein, any reference in this Agreement to any agreement shall mean such agreement as amended, restated, supplemented or otherwise modified from time to time. The captions to Sections and subdivisions thereof shall not be deemed to be a part of this Agreement.

(i) Counterparts . This Agreement may be executed and delivered (including by facsimile transmission) in one or more counterparts, and by the different parties in separate counterparts, each of which when executed and delivered shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.

[Signature Page Follows]

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Execution

IN WITNESS WHEREOF, the undersigned have duly executed and delivered this Transition Services Agreement as of the date first written above.

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SCHEDULE A

TO TRANSITION SERVICES AGREEMENT

Arcelor Services

Attached.

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SCHEDULE B

TO TRANSITION SERVICES AGREEMENT

Noble BV Services

Attached.

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SCHEDULE A

TO TRANSITION SERVICES AGREEMENT

Arcelor Services

This Schedule A sets forth a summary description of the Arcelor Services to be provided under the terms of this Agreement and is comprised of the following parts:

a. Part I which is a non-exclusive and illustrative description of the Arcelor Services; and

b. Part II which contains more detailed descriptions of those services described on Part I and written descriptions of certain oral arrangements for services not described on Part I.

Confidential