1,000,000 Units







                              PEPC WORLDWIDE, N.V.



                             UNDERWRITING AGREEMENT







                             ___________ ____, 2002







NOBLE INTERNATIONAL INVESTMENTS, INC.



As Representatives of the Underwriters

c/o Noble International Investments, Inc.

6501 Congress Avenue, Suite 100

Boca Raton, FL 33487





Ladies and Gentlemen:



     PEPC Worldwide, N.V., a Dutch foreign corporation (the "Company"), hereby

confirms its agreement (the "Agreement") with the several underwriters named in

Schedule I hereto (the "Underwriters"), for whom you have been duly authorized

to act as Representatives (in such capacity, the "Representatives"), as set

forth below. If you are the only Underwriter, all references herein to the

Representatives shall be deemed to be to the Underwriters. Capitalized terms

used in this Agreement without definition have the meanings specified in the

Prospectus (as hereinafter defined).



     1.   Securities.



          (a)  Subject to the terms and conditions herein contained, the Company

proposes to issue and sell to the several Underwriters, on a firm commitment

basis, an aggregate of 1,000,000 units (each a "Unit"), each Unit consisting of

(i) two ordinary shares ("Shares"), par value E0.01 per share, of the Company

(the "Common Stock"); (ii) one redeemable common stock purchase warrant of the

Company, to purchase one ordinary share ("Warrant") at an exercise price of

$10.00 per ordinary share. The 1,000,000 Units, Shares and Warrants (together,

referred to as the "Firm Securities"). The Company also proposes to issue and

sell to the several Underwriters not more than 150,000 additional Units if

requested by the Representatives as provided in Section 3 of this Agreement. Any

and all Units to be purchased by the Underwriters pursuant to such option are

referred to herein as the "Option Securities," and the Firm Securities and any

Option Securities are collectively referred to herein as the "Securities."







          (b)  Additionally, subject to the approval of the Securities and

Exchange Commission (the "SEC"), the Company has granted a right to the

Representatives or its nominee to receive on the Firm Closing Date (as defined

in Section 2(a) below) a unit purchase option (the "Unit Purchase Option"1) to

purchase up to 100,000 Units, upon exercise of the Unit Purchase Option in

accordance with the terms of such option.



     2.   Representations and Warranties of the Company. The Company represents

and warrants to, and agrees with, each of the several Underwriters that:



(a)  The Company has filed with the Securities and Exchange Commission (the

`Commission") a registration statement on Form F-1 (SEC File No. ________)

including any related preliminary prospectus (each a "Preliminary Prospectus"),

for the registration of the offer and sale of Securities under the Securities

Act of 1933, as amended (the "Act"), which registration statement and any

amendment or amendments have been prepared by the Company in conformity with the

requirements of the Act and the rules and regulations of the Commission under

the Act. The Registration Statement with respect to the Securities, including

any Preliminary Prospectus, copies of which have heretofore been delivered to

the Representatives, has been prepared by the Company in conformity with the

requirements of the Act and the rules and regulations thereunder. Following

execution of this Agreement, the Company will promptly file (i) if the

Registration Statement has been declared effective by the Commission, (A) a Term

Sheet (as defined in the Rules and Regulations (as hereinafter defined))

pursuant to Rule 434 under the Act or (B) a Prospectus under Rules 430A and/or

424(b) under the Act, in either case in form satisfactory to the Underwriters or

(ii) in the event the registration statement has not been declared effective, a

further amendment to said registration statement in the form heretofore

delivered to the Underwriter and will not, before the registration statement

becomes effective, file any other amendment thereto unless the Underwriter shall

have consented thereto after having been furnished with a copy thereof. Except

as the context may otherwise require, such registration statement, as amended,

on file with the Commission at the time the registration statement becomes

effective (including the prospectus, financial statements, schedules, exhibits

and all other documents filed as a part thereof and all information deemed to be

a part thereof as of such time pursuant to paragraph (b) of Rule 430A of the

Rules and Regulations) (as hereinafter defined), is hereinafter called the

"Registration Statement" and the form of prospectus in the form first filed with

the Commission pursuant to Rule 424(b) of the Rules and Regulations, is

hereinafter called the "Prospectus." For purposes hereof, "Rules and

Regulations" mean the rules and regulations adopted by the Commission under

either the Act or the Securities Exchange Act of 1934, as amended (the "Exchange

Act"), as applicable.



          (b)  Neither the Commission nor any state regulatory authority has

issued or, to the Company's knowledge, threatened to issue any order preventing

or suspending use of any Preliminary Prospectus, the Registration Statement or

Prospectus or any part thereof and no proceedings for a stop order have been

instituted or are pending, or to the Company's knowledge, threatened. When any

Preliminary Prospectus was filed with the Commission it (i) contained all

statements required to be stated therein in accordance with, and complied in all

material respects with the requirements of, the Act and the Rules and

Regulations and (ii) did not



------------

1    The terms of the Unit Purchase Option shall be as set forth in the form of

     Unit Purchase Option attached hereto as Exhibit C.



                                       2







include any untrue statement of a material fact or omit to state any material

fact necessary in order to make the statements therein, in the light of the

circumstances under which they were made, not misleading. When the Registration

Statement or any amendment thereto was or is declared effective and at all times

subsequent thereto up to and including the Closing Dates (as defined in Section

3(b) hereof), it (i) contained or will contain all statements required to be

stated therein in accordance with, and complied or will comply in all material

respects with the requirements of, the Act and the Rules and Regulations and

(ii) did not or will not include any untrue statement of a material fact or omit

to state any material fact necessary to make the statements therein not

misleading. When the Prospectus or any Term Sheet that is a part thereof or any

amendment or supplement to the Prospectus is filed with the Commission (or, if

the Prospectus or part thereof or such amendment or supplement is not required

to be so filed, when the Registration Statement or the amendment thereto

containing such amendment or supplement to the Prospectus was or is declared

effective) and on the Firm Closing Date and any Option Closing Date (both as

hereinafter defined), the Prospectus, as amended or supplemented at any such

time, (i) contained or will contain all statements required to be stated therein

in accordance with, and complied or will comply in all material respects with

the requirements of, the Act and the Rules and Regulations and (ii) did not or

will not include any untrue statement of a material fact or omit to state any

material fact necessary in order to make the statements therein, in the light of

the circumstances under which they were made, not misleading. The foregoing

provisions of this paragraph (b) do not apply to statements or omissions made in

any Preliminary Prospectus, the Registration Statement or any amendment thereto

or the Prospectus or any amendment or supplement thereto in reliance upon and in

conformity with written information furnished to the Company by any Underwriter

through the Representatives specifically for use therein.



          (c)  There is no franchise, lease, contract, agreement or other

document required to be described in the Registration Statement or Prospectus or

to be filed as an exhibit to the Registration Statement which is not described

or filed therein as required and the exhibits that have been filed are complete

and correct copies of the documents of which they purport to be copies; and all

descriptions of any such franchises, leases, contracts, agreements or other

documents contained in the Registration Statement are accurate and complete

descriptions of such documents in all material respects and fairly present the

information required to be shown with respect thereto by Form F-1 under the Act.



          (d)  (d) The Company and each of its subsidiaries have been duly

organized and are validly existing as corporations in good standing under the

laws of their respective jurisdictions of incorporation and are duly qualified

to transact business as foreign corporations and are in good standing under the

laws of all other jurisdictions where the ownership or leasing of their

respective properties or the conduct of their respective businesses requires

such qualification, except where the failure to be so qualified does not amount

to a material liability or disability to the Company and its subsidiaries, taken

as a whole.



          (e)  The Company and each of its subsidiaries (i) have full power

(corporate and other) to own or lease their respective properties and conduct

their respective businesses; (ii) are in compliance with, and conduct their

respective businesses as described in the Registration Statement and the

Prospectus (or, if the Prospectus is not in existence, the most recent

Preliminary Prospectus) in conformity with, all applicable federal, state, local

and foreign laws,



                                       3







rules and regulations of any court or governmental agency or body except

non-compliance which could reasonably be executed not to result in a Material

Adverse Effect (as defined in Section 2(m) below); (iii) have no knowledge,

other than as set forth in the Registration Statement and the Prospectus, of any

prospective change in any of such federal, state, local or foreign laws, rules

or regulations which, when made effective, would have a Material Adverse Effect;

and (iv) the Company has full power (corporate and other) to enter into this

Agreement, the Warrant Agreement and the Unit Purchase Option, to perform its

obligations hereunder and thereunder (including to issue, sell and deliver the

Securities and the securities in the Unit Purchase Option), and carry out all

the terms and provisions hereof to be carried out by it. The Company and each of

its subsidiaries are in possession of and operating in compliance in all

material respects with all franchises, grants, registrations, qualifications,

authorizations, licenses, permits, easements, consents, certificates and orders

required for the conduct of their respective businesses as now being conducted

and as described in the Registration Statement and the Prospectus (or, if the

Prospectus is not in existence, the most recent Preliminary Prospectus), or for

the ownership, leasing and operation of their respective properties, all of

which are valid and in full force and effect and no such franchise, grant,

registration, consent, certificate or order contains a materially burdensome

restriction not adequately disclosed in the Registration Statement or the

Prospectus (or, if the Prospectus is not in existence, the most recent

Preliminary Prospectus).



          (f)  The Company has an authorized, issued and outstanding

capitalization as set forth in the Prospectus (or, if the Prospectus is not in

existence, the most recent Preliminary Prospectus). All of the Company's

outstanding shares of capital stock have been duly authorized and validly issued

and are fully paid and nonassessable, have been issued in compliance with all

federal and state securities laws, and were not issued in violation of or

subject to any preemptive right or other rights to subscribe for or purchase

securities. The authorized capital stock of the Company consists of _________

ordinary shares of Common Stock of which ________ shares are issued and

outstanding, as of the date hereof, and, except as otherwise set forth in the

Prospectus (or, if the Prospectus is not in existence, the most recent

Preliminary Prospectus). The Company also has granted options to purchase ______

shares of Common Stock, all of which options remain outstanding, but

unexercised, as of the date hereof.



          (g)  The Firm Securities and the Option Securities to be issued and

sold by the Company to the Underwriters hereunder and the securities underlying

the Unit Purchase Option have been duly and validly authorized and, when issued

and delivered against payment therefor as provided herein, will be duly and

validly issued, fully paid and nonassessable, free of any preemptive or similar

rights and will conform to the description thereof in the Prospectus, and good

and marketable title to the Securities and the securities contained in the Unit

Purchase Option will pass to the Underwriters on the Closing Dates free and

clear of any lien, encumbrance, security interest, claim or restriction

whatsoever, except as may be placed thereon by the Underwriters. No holder of

securities of the Company has any right which has not been fully exercised or

waived to require the Company to register the offer or sale of any securities

owned by such holder under the Act in the public offering contemplated by this

Agreement. All corporate action required to be taken for the authorization,

issuance and sale of the Securities, the Unit Purchase Option and the securities

contained therein have been duly and validly taken; and the certificates, if

any, representing the Securities and the Unit Purchase Option securities will be

in due and proper form.



                                       4







          (h)  The capital stock of the Company, the Securities, the Unit

Purchase Option and the securities contained therein conform to the description

thereof contained in the Registration Statement and Prospectus (or, if the

Prospectus is not in existence, the most recent Preliminary Prospectus).



          (i)  Except as disclosed in the Prospectus (or, if the Prospectus is

not in existence, the most recent Preliminary Prospectus), there are no

outstanding (A) securities or obligations of the Company or any of its

subsidiaries convertible into or exchangeable for any capital stock of the

Company or any such subsidiary, (B) warrants, rights or options to subscribe for

or purchase from the Company or any such subsidiary any such capital stock or

any such convertible or exchangeable securities or obligations, or (C)

obligations of the Company or any such subsidiary to issue any shares of capital

stock, any such convertible or exchangeable securities or obligations, or any

such warrants, rights or options.



          (j)  The audited consolidated financial statements and schedules of

the Company and its consolidated subsidiaries included in the Registration

Statement and the Prospectus (or, if the Prospectus is not in existence, the

most recent Preliminary Prospectus) fairly present the financial position of the

Company and its consolidated subsidiaries and the results of operations and

changes in financial condition as of the dates and periods therein specified.

Such financial statements and schedules have been prepared in accordance with

generally accepted accounting principles consistently applied throughout the

periods involved (except as otherwise noted therein). The summary consolidated

financial data and selected financial data set forth under the captions "Summary

Consolidated Financial Data" and "Selected Financial Information," respectively,

in the Prospectus (or, if the Prospectus is not in existence, the most recent

Preliminary Prospectus) fairly present, on the basis stated in the Prospectus

(or such Preliminary Prospectus), the information included therein and have been

prepared in conformity with the requirements of the Acts and the Rules and

Regulations.



          (k)  KPMG LLP, who have certified certain financial statements of the

Company and its consolidated subsidiaries and delivered its report with respect

to the audited consolidated financial statements and schedules included in the

Registration Statement and the Prospectus, are independent public accountants as

required by the Act and the Act Rules and Regulations.



          (l)  The execution and delivery of this Agreement have been duly

authorized by the Company and this Agreement has been duly executed and

delivered by the Company.



          (m)  There are no legal or governmental proceedings pending to which

the Company or any of its subsidiaries or any of their affiliated persons, as

defined under the Act, is a party or of which any property of the Company or any

of its subsidiaries or any of their affiliated persons is subject, which, if

determined adversely to the Company or any of such subsidiaries or any of their

affiliated persons, might individually or in the aggregate (i) prevent or

materially adversely affect the transactions contemplated by this Agreement,

(ii) suspend the effectiveness of the Registration Statement, (iii) prevent or

suspend the use of the Prospectus (or, if the Prospectus is not in existence,

the most recent Preliminary Prospectus) in any jurisdiction or (iv) result in a

Material Adverse Effect; and to the Company's knowledge no such proceedings are

threatened or contemplated against the Company or any of its subsidiaries or any

of their



                                       5







affiliated persons by governmental authorities or others. Except as disclosed in

the Prospectus (or, if the Prospectus is not in existence, the most recent

Preliminary Prospectus), the Company is not a party nor subject to the

provisions of any material injunction, judgment, decree or order of any court,

regulatory body or other governmental agency or body. "Material Adverse Effect"

means, when used in connection with the Company and its subsidiaries, any

development, change or effect that could reasonably be expected to have a

material adverse effect on the condition (financial or otherwise), properties,

business, management, prospects, net worth or results of operations of the

Company and its subsidiaries taken as a whole.



          (n)  Each of this Agreement and the Unit Purchase Option Agreement and

the Warrant Agreement constitutes a legally valid and binding agreement of the

Company, enforceable against the Company in accordance with its terms (except as

such enforceability may be limited by applicable bankruptcy, insolvency,

reorganization, moratorium or other laws of general application relating to or

affecting enforcement of creditors' rights and the application of equitable

principles in any action, legal or equitable, and except as rights to indemnity

or contribution may be limited by applicable law. The issuance, offering and

sale of the Securities to the Underwriters by the Company pursuant to this

Agreement, the Warrant Agreement and the Unit Purchase Option, the compliance by

the Company with the other provisions of this Agreement and the consummation of

the other transactions herein (and therein) contemplated do not (i) require the

consent, approval, authorization, registration or qualification of or with any

court, regulating body, governmental authority or a jury, except such as have

been obtained, such as may be required by the NASD (as defined in Section 6(a))

as required under state securities or blue sky laws under the Act, (ii) violate

its charter, by-laws or other organizational documents or constitute a default

in the performance of any note or other evidence of indebtedness or any license

indenture, mortgage, deed of trust, note agreement or other contract, lease or

other instrument to which it is a party or by which it is bound, or to which any

of its property or assets is subject, no condition or event shall have occurred

which, with notice or a lapse of time or both, would constitute a default under

such instruments or agreements or result in the imposition of any penalty or

acceleration of any indebtedness, or (iii) violate any statute, judgment,

decree, order, rule or regulation applicable to the Company or its subsidiaries

of any arbitrator, court, regulatory body or administrative agency or other

governmental agency or body (including, without limitation, those having

jurisdiction over environmental or similar matters), domestic or foreign, having

jurisdiction over the Company or its subsidiaries or any of their activities or

properties.



          (o)  The Company intends to direct the investment of the proceeds of

the Offering as defined in the Prospectus (or, if the Prospectus is not in

existence, the most recent Preliminary Prospectus).



          (p)  There is no action, suit, proceeding, inquiry, investigation,

litigation or governmental proceeding (including, without limitation, those

having jurisdiction over environmental or similar matters), domestic or foreign,

pending or, to the knowledge of the Company, threatened against (or

circumstances that may give rise to the same), or involving the properties or

business of the Company or its subsidiaries which: (i) questions the validity of

the capital stock of the Company or this Agreement or of any action taken or to

be taken by the Company pursuant to or in connection with this Agreement; or

(ii) is required to be disclosed in



                                       6







the Registration Statement which is not so disclosed (and such proceedings as

are summarized in the Registration Statements are accurately summarized in all

respects).



          (q)  The Company and its subsidiaries have performed all material

obligations required to be performed by them under all contracts required by

Form F-1 under the Act to be filed as exhibits to the Registration Statement,

and neither the Company, any of its subsidiaries nor any other party to such

contract is in default under or in breach of any such obligations except such as

would not result in a Material Adverse Effect. Neither the Company nor any of

the Subsidiaries has received any notice of such default or breach. All executed

agreements or copies of executed agreements (whether electronically scanned or

otherwise) filed as exhibits to the Registration Statement to which the Company

is a party or by which the Company may be bound or to which any of its assets,

properties or businesses may be subject have been duly and validly authorized,

executed and delivered by the Company, and constitute legally valid and binding

agreements of the Company, enforceable against it in accordance with their

respective terms except as limited by bankruptcy, insolvency and other

creditors' right.



          (r)  The Company has not, directly or indirectly, (i) taken any action

designed to cause or to result in, or that has constituted or which might

reasonably be expected to constitute, the stabilization or manipulation of the

price of any security of the Company to facilitate the sale or resale of the

Securities or (ii) since the filing of the Registration Statement (A) sold, bid

for, purchased, or paid anyone any compensation for soliciting purchases of, the

Securities or (B) paid or agreed to pay to any person any compensation for

soliciting another to purchase any other securities of the Company (except as

provided in this Agreement).

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