Found the noise. It's a broken rocker arm carrier. A small bolt fell out that holds on the oil distributor for the cam shaft. The bolt got caught between the cam shaft lobe and the inside of the rocker arm carrier and cracked the assembly.

Anyone know were I can get the rocker arm carrier or what it is really called. The part number is 301 051 01 10. It holds two rocker arms and has two bearing saddles that hold down the cam shaft on a '91 300E.

There are three bolts that hold on the oil distributor for the cam shaft. If you have the valve cover off for any reason I would recommend removing the bolts and putting a drop of thread lock on then before re-installing.