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<FILENAME>k56397a2ex1-1.txt

<DESCRIPTION>FORM OF UNDERWRITING AGREEMENT

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                                8,777,200 Shares



                               MCE Companies, Inc.



                                  Common Stock



                               (Without Par Value)





                          EQUITY UNDERWRITING AGREEMENT





                                                                          , 2000

                                                                ----------





Deutsche Bank Securities Inc.

Banc of America Securities LLC

CIBC World Markets Corp.

As Representatives of the

      Several Underwriters

c/o  Deutsche Bank Securities Inc.

One South Street

Baltimore, Maryland 21202



Ladies and Gentlemen:



         MCE Companies, Inc., a Michigan corporation (the "Company"), proposes

to sell to the several underwriters (the "Underwriters") named in Schedule I

hereto for whom you are acting as representatives (the "Representatives") an

aggregate of 8,777,200 shares of the Company's Common Stock, without par value

(the "Firm Shares"). The respective amounts of the Firm Shares to be so

purchased by the several Underwriters are set forth opposite their names in

Schedule I hereto. The Company also proposes to sell at the Underwriters' option

an aggregate of up to 1,316,580 additional shares of the Company's Common Stock

(the "Option Shares") as set forth below.



         As the Representatives, you have advised the Company (a) that you are

authorized to enter into this Agreement on behalf of the several Underwriters,

and (b) that the several Underwriters are willing, acting severally and not

jointly, to purchase the numbers of Firm Shares set forth opposite their

respective names in Schedule I, plus their pro rata portion of the Option Shares

if you elect to exercise the over-allotment option in whole or in part for the

accounts of the several Underwriters. The Firm Shares and the Option Shares (to

the extent the aforementioned option is exercised) are herein collectively

called the "Shares."



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         Deutsche Bank Securities Inc. ("DBSI") has agreed to reserve up to

438,800 of the Shares to be purchased by it under this Agreement for sale to the

Company's directors, officers, employees and business associates and other

parties related to the Company (collectively, "PARTICIPANTS"), as set forth in

the Prospectus under the heading "Underwriters" (the "DIRECTED SHARE PROGRAM").

The Shares to be sold by DBSI and its affiliates pursuant to the Directed Share

Program are referred to hereinafter as the "DIRECTED SHARES." Any Directed

Shares not orally confirmed for purchase by any Participants by the end of the

business day on which this Agreement is executed will be offered to the public

by the Underwriters as set forth in the Prospectus.



         In consideration of the mutual agreements contained herein and of the

interests of the parties in the transactions contemplated hereby, the parties

hereto agree as follows:



         1. REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE PRINCIPAL

SHAREHOLDERS.



              (a) The Company represents and warrants to each of the

Underwriters as follows:



                   (i) A registration statement on Form S-1 (File No. 333-42360)

with respect to the Shares has been prepared by the Company in conformity with

the requirements of the Securities Act of 1933, as amended (the "Act"), and the

rules and regulations (the "Rules and Regulations") of the Securities and

Exchange Commission (the "Commission") thereunder and has been filed with the

Commission. Copies of such registration statement, including any amendments

thereto, the preliminary prospectuses (meeting the requirements of the Rules and

Regulations) contained therein and the exhibits, financial statements and

schedules, as finally amended and revised, have heretofore been delivered by the

Company to you. Such registration statement, together with any registration

statement filed by the Company pursuant to Rule 462 (b) of the Act, herein

referred to as the "Registration Statement," which shall be deemed to include

all information omitted therefrom in reliance upon Rule 430A and contained in

the Prospectus referred to below, has been declared effective by the Commission

under the Act and no post-effective amendment to the Registration Statement has

been filed as of the date of this Agreement. For purposes of this Agreement, the

term "Prospectus" means the form of prospectus first filed with the Commission

pursuant to Rule 424(b). Each preliminary prospectus included in the

Registration Statement prior to the time it becomes effective is herein referred

to as a "Preliminary Prospectus."



                   (ii) The Company has been duly organized and is validly

existing as a corporation in good standing under the laws of the State of

Michigan, with corporate power and authority to own or lease its properties and

conduct its business as described in the Registration Statement. Each of the

subsidiaries of the Company as listed in Exhibit 21 to Item 16(a) of the

Registration Statement (collectively, the "Subsidiaries") has been duly

organized and is validly existing as a corporation in good standing under the

laws of the jurisdiction of its incorporation, with corporate power and

authority to own or lease its properties and conduct its business as described

in the Registration Statement. The Subsidiaries are the only subsidiaries,

direct or indirect, of the Company. Each of the Company and the Subsidiaries is

duly qualified to transact





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business in all jurisdictions in which the conduct of its business requires such

qualification except where the failure to be so qualified would not have a

material adverse effect on the earnings, business, management, properties,

assets, rights, operations, condition (financial or otherwise) or prospects of

the Company and the Subsidiaries taken as a whole (a "Material Adverse Effect").

The outstanding shares of capital stock of each of the Subsidiaries have been

duly authorized and validly issued, are fully paid and non-assessable and are

owned by the Company, in each case, except to the extent pledged to and held by

Comerica Bank, as agent (the "Agent Bank") pursuant to the Credit Agreement

dated July 29, 1999, as amended, among the Company, the Agent Bank and the banks

which are signatories thereto (the "Credit Agreement") free and clear of all

liens, encumbrances and equities and claims, and no options, warrants or other

rights to purchase, agreements or other obligations to issue or other rights to

convert any obligations into shares of capital stock or ownership interests in

the Subsidiaries are outstanding.



                   (iii) The outstanding shares of Common Stock of the Company

have been duly authorized and validly issued and are fully paid and

non-assessable; the Shares have been duly authorized and when issued and paid

for as contemplated herein will be validly issued, fully paid and

non-assessable; and no preemptive rights of stockholders exist with respect to

any of the Shares or the issue and sale thereof. Neither the filing of the

Registration Statement nor the offering or sale of the Shares as contemplated by

this Agreement gives rise to any rights, other than those which have been waived

or satisfied, for or relating to the registration of any shares of Common Stock.



                   (iv) The information set forth under the caption

"Capitalization" in the Prospectus is true and correct. All of the Shares

conform to the description thereof contained in the Registration Statement. The

form of certificates for the Shares conforms to the corporate law of the

jurisdiction of the Company's incorporation.



                   (v) The Commission has not issued an order preventing or

suspending the use of any Prospectus relating to the proposed offering of the

Shares nor, to the knowledge of the Company, instituted proceedings for that

purpose. The Registration Statement contains, and the Prospectus and any

amendments or supplements thereto will contain, all statements which are

required to be stated therein by, and will conform in all material respects, to

the requirements of the Act and the Rules and Regulations. The Registration

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