MASTER AGREEMENT AMONG UNDERWRITERS



                                                                  April __, 2002

Noble International Investments, Inc.
6501 Congress Ave., Suite 100
Boca Raton, FL 33487

Gentlemen:

          We understand that from time to time you may act as Representative or
as one of the Representatives of the several underwriters of offerings of
securities of various issuers. This Agreement shall apply to any offering of
securities in which we elect to act as an underwriter after receipt of an
invitation from you which shall identify the issuer, contain information
regarding certain terms of the securities to be offered and specify the amount
of our proposed participation and the names of the other Representatives, if
any, and that our participation as an underwriter in the offering shall be
subject to the provisions of this Agreement.

          SECTION 1      GENERAL.

          Your invitation will include instructions for our acceptance of such
invitation. At or prior to the time of an offering, you will advise us, to the
extent applicable, as to the expected offering date, the expected closing date,
the initial offering price, the interest or dividend rate (or the method by
which such rate is to be determined), the underwriting discount, the management
fee, the selling concession, and the reallowance, except that if the offering
price of the securities is to be determined as contemplated by Rule 430A under
the Securities Act of 1933, as amended (such procedure being hereinafter
referred to as "430A Pricing"), you shall so advise us and shall specify the
maximum underwriting discount, management fee and selling concession. Such
information may be conveyed by you in one or more communications (such
communications received by us with respect to the offering are hereinafter
collectively referred to as the "Invitation"). If the Underwriting Agreement (as
hereinafter defined) provides for the granting of an option to purchase
additional securities to cover over-allotments or otherwise (an "over-allotment
option") and we will be invited to participate in the distribution of such
additional securities, you will notify us in the Invitation of the
over-allotment option and of our maximum obligation upon exercise of the
over-allotment option.

          This Agreement, as amended or supplemented by the Invitation, shall
become effective with respect to our participation in an offering of securities
if you receive our telegraphic acceptance prior to the time and date specified
in the Invitation. Such acceptance (hereinafter referred to as our "Acceptance")
shall be irrevocable except with your written consent. If we have not previously
executed this Agreement, by our Acceptance we shall be deemed to be signatories
hereto with respect to the offering to which the Acceptance relates. Our
Acceptance also will constitute our confirmation that, except as otherwise
stated in such Acceptance, each statement included in the Master Underwriters'
Questionnaire set forth as Exhibit A hereto (or otherwise furnished to us) is
correct. We agree to notify you immediately of any development before the
termination of any offering of securities pursuant to Section 12(a) hereof which
makes




untrue or incomplete any information which we have given, or are deemed to have
given, in response to the Master Underwriters' Questionnaire.

          The issuer of the securities in any offering of securities made
pursuant to this Agreement is hereinafter referred to as the "Issuer." If the
Underwriting Agreement does not provide for an over-allotment option, the
securities to be purchased by the Underwriters (as hereinafter defined) pursuant
to the Underwriting Agreement are hereinafter referred to as the "Securities";
if the Underwriting Agreement provides for an over-allotment option, the
securities the Underwriters are initially obligated to purchase pursuant to the
Underwriting Agreement are hereinafter referred to as the "Initial Securities,"
and any additional securities which may be purchased upon exercise of the
over-allotment option are hereinafter referred to as the "Additional
Securities," with the Initial Securities and all or any part of the Additional
Securities being hereinafter collectively referred to as the "Securities." Any
underwriters of Securities under this Agreement, including the Representatives
(as hereinafter defined), are hereinafter collectively referred to as the
"Underwriters." All references herein to "you" or to the "Representatives" shall
mean Noble International Investments, Inc. and the other firms, if any, which
are named as Representatives in the Invitation. The Securities to be offered
may, but need not, be registered for a delayed or continuous offering pursuant
to Rule 415 under the Securities Act of 1933, as amended (the "Act").

          The following provisions of this Agreement shall apply separately to
each individual offering of Securities.

          SECTION 2     UNDERWRITING ARRANGEMENTS: AUTHORITY AND COMPENSATION OF
                        REPRESENTATIVES.

          You shall determine which signatories or other parties deemed to be
signatories to this Agreement will be invited to become Underwriters of the
Securities in any particular offering. We authorize you to execute and deliver
on our behalf (i) an underwriting or purchase agreement, any amendment or
supplement thereto and any associated or other similar agreement (collectively,
the "Underwriting Agreement") with the Issuer and any selling securityholder(s)
with respect to the Securities, and (ii) any agreement among Underwriters, on
the one hand, and one or more groups of underwriters for the Securities not
acting as such pursuant to this Agreement, on the other hand (an "Intersyndicate
Agreement"), in such forms as you determine. We will be bound by all terms of
the Underwriting Agreement and Intersyndicate Agreement, if any, as executed and
as amended or supplemented. We understand that changes may be made in those who
are to be Underwriters, and in the amount of Securities to be purchased by them,
but the amount of Securities to be purchased by us in accordance with the terms
of this Agreement, including the maximum amount of Additional Securities, if
any, which we may become obligated to purchase by reason of the exercise of any
over-allotment option provided in the Underwriting Agreement, shall not be
changed without our consent except as provided in the Underwriting Agreement.

          As Representatives of the Underwriters, you are authorized to take
such action as you, in your discretion, deem necessary, desirable or appropriate
to carry out this Agreement, the Underwriting Agreement, the Intersyndicate
Agreement, if any, and the purchase, carrying, sale, and distribution of the
Securities, and to agree to any waiver or modification of any provision of



                                      -2-


the Underwriting Agreement or any Intersyndicate Agreement. To the extent
applicable, you also are authorized to determine (i) the amount of Additional
Securities, if any, to be purchased by the Underwriters pursuant to any
over-allotment option and (ii) with respect to offerings using 430A Pricing, the
initial offering price and the price at which Securities are to be purchased in
accordance with the Underwriting Agreement. It is understood and agreed that
Noble International Investments, Inc. may act on behalf of all Representatives.

          If the Securities consist in whole or in part of debt obligations
maturing serially, the serial Securities being purchased by each Underwriter
pursuant to the Underwriting Agreement will consist, subject to adjustment as
provided in the Underwriting Agreement, of serial Securities of each maturity in
a principal amount which bears the same proportion to the aggregate principal
amount of the serial Securities of such maturity to be purchased by all the
Underwriters as the respective principal amount of serial Securities set forth
opposite such Underwriter's name in the Underwriting Agreement bears to the
aggregate principal amount of serial Securities to be purchased by all the
Underwriters.

          As compensation for your services in the management of the offering,
we will pay you an amount equal to the management fee specified in the
Invitation in respect of the Securities to be purchased by us pursuant to the
Underwriting Agreement, and we authorize you to charge our account with such
amount. If there is more than one Representative, such compensation shall be
divided among the Representatives in such proportions as they may determine.

          SECTION 3      REGISTRATION STATEMENT AND PROSPECTUSES.

          You will either furnish to us, to the extent made available to you by
the Issuer, or make available to us for review in your office, copies of any
registration statement or registration statements relating to the Securities
which may be filed with the Securities and Exchange Commission (the
"Commission") pursuant to the Act and of each amendment thereto (excluding
exhibits and any documents incorporated by reference therein). Such registration
statement(s), and the prospectus(es) relating to the sale of Securities by the
Issuer and any selling securityholder(s) constituting a part thereof, including
all documents incorporated therein by reference, as from time to time amended or
supplemented, as the case may be, by the filing of documents pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Act, or
otherwise, are referred to herein as the "Registration Statement" and the
"Prospectus," respectively; provided, however, that a supplement to the
Prospectus filed with the Commission pursuant to Rule 424 under the Act with
respect to an offering of Securities shall be deemed to have supplemented the
Prospectus only with respect to the offering of Securities to which it relates.
We authorize you to furnish to the Issuer the information concerning the
Underwriters and the terms of the offering to be included in the Registration
Statement and Prospectus and to approve on our behalf any amendments or
supplements to the Registration Statement or Prospectus. We consent to being
named in the Prospectus as one of the Underwriters of the Securities. Unless we
have promptly notified you in writing to the contrary, our name as it should
appear in the Prospectus, and our address, are as set forth on the signature
page hereof.

          We understand that it is our responsibility to examine the
Registration Statement, all preliminary and final Prospectuses relating to the
offering of the Securities, and the material, if



                                      -3-


any, incorporated by reference in any of them, and to familiarize ourselves with
the terms of the Securities and the other terms of the offering thereof which
are to be reflected in the Prospectus and the Invitation with respect thereto.
Our Acceptance of an Invitation relating to an offering of Securities shall
constitute our acknowledgment that we have examined and are familiar with the
Registration Statement, including, if applicable, the documents incorporated by
reference therein and the forms of Underwriting Agreement and indenture or other
document describing the terms of the Securities filed as exhibits thereto or
otherwise made available to us, each preliminary and final Prospectus, and each
amendment or supplement thereto, as the case may be, relating to Securities
theretofore filed or proposed to be filed with the Commission. We understand
that we are not authorized to give any information or to make any representation
not contained in the Prospectus as amended or supplemented or in any document
incorporated therein by reference.

          We represent that we are familiar with Rule 15c2-8 under the Exchange
Act relating to the distribution of preliminary and final prospectuses and agree
that we will comply therewith. We agree to keep an accurate record of the
distribution (including dates, number of copies, and persons to whom sent) by us
of copies of the Registration Statement and all preliminary and final
Prospectuses (and all amendments or supplements thereto), and promptly, upon
request by you, to bring all subsequent changes to the attention of anyone to
whom such materials shall have been distributed. We further agree to furnish to
those persons who receive a confirmation of sale a copy of the Prospectus filed
pursuant to Rule 424(b) or Rule 424(c) under the Act. Our Acceptance of an
Invitation relating to an offering of Securities shall constitute our
confirmation that we have delivered, and our agreement that we will deliver, all
preliminary and final Prospectuses required for compliance with Rule 15c2-8 (or
any successor provision) under the Exchange Act.

          SECTION 4      PUBLIC OFFERING.

          The sale of Securities to the public shall commence as soon as you
deem advisable. We will not sell any Securities until they are released by you
for that purpose. When notified by you that the Securities are released for
sale, we will offer, in conformity with the terms of the offering set forth in
the Prospectus, such of the Securities to be purchased by us as are not reserved
for our account for sale to Selected Dealers (as hereinafter defined) and others
pursuant to Section 5. After the initial offering, the offering price and the
concession and discount therefrom may be changed by you by notice to the
Underwriters, and we agree to be bound by any such change.

          If, in accordance with the terms of the offering set forth in the
Prospectus, the offering of Securities is not at a fixed price but at varying
prices set by individual Underwriters based on market prices or at negotiated
prices, the provisions above relating to your right to change the offering price
and concession and discount to dealers shall not apply, and other references in
this Section and elsewhere in this Agreement to the offering price or Selected
Dealers' concession shall be deemed to mean the prices and concessions
determined by you from time to time in your discretion.

          Unless otherwise permitted in the Invitation, we will not sell any
Securities to any account over which we have discretionary authority. We also
will comply with any other restrictions which may be set forth in the
Invitation.



                                      -4-


          The initial public advertisement, if any, with respect to the
Securities shall be in such form, shall appear on such date, and shall include
the names of such of the Underwriters, as you may determine.

          SECTION 5      OFFERING AND SALES TO SELECTED DEALERS AND OTHERS.

          We authorize you, for our account, to reserve for sale and sell to
dealers (collectively, the "Selected Dealers"), among whom any of the
Underwriters may be included, such amount of Securities to be purchased by us as
you shall determine. Reservations for sales to Selected Dealers for our account
need not be in proportion to our underwriting obligation, but sales of
Securities reserved for our account for sale to Selected Dealers shall be made
as nearly as practicable in the ratio which the amount of Securities reserved
for our account bears to the aggregate amount of Securities reserved for the
account of all Underwriters, as calculated from day to day. Sales to Selected
Dealers may be made under the Noble International Investments, Inc. Master
Selected Dealers Agreement, or otherwise. The price to Selected Dealers
initially shall be the offering price less a concession not in excess of the
Selected Dealers' concession set forth in the Invitation. Selected Dealers shall
be actually engaged in the investment banking or securities business and shall
be either (i) members in good standing of the National Association of Securities
Dealers, Inc. (the "NASD") or (ii) banks, brokers, dealers or other institutions
with their principal place of business located outside of the United States, its
territories, and its possessions and not registered under the Exchange Act who
agree to make no sales within the United States, its territories or its
possessions or to persons who are nationals thereof or residents therein. Each
Selected Dealer shall agree to comply with the provisions of Rule 2740 of the
Conduct Rules of the NASD (the "Conduct Rules"), and each foreign Selected
Dealer also shall agree to comply with the NASD's Interpretation with Respect to
Free-Riding and Withholding (IM-2110-1 of the Conduct Rules), to comply, as
though it were a member of the NASD, with the provisions of Rules 2730 and 2750
of the Conduct Rules, and to comply with Rule 2420 of the Conduct Rules as that
Rule applies to a non-member foreign broker or dealer.

          With your consent, the Underwriters may allow, and Selected Dealers
may reallow, a discount on sales to any dealer who meets the above NASD
requirements in an amount not in excess of the amount set forth in the
Invitation. Upon your request, we will advise you of the identity of any dealer
to whom we allow such a discount and any Underwriter or Selected Dealer from
whom we receive such a discount.

          We also authorize you, for our account, to reserve for sale and to
sell at the offering price Securities to be purchased by us to others, including
institutions and retail purchasers. Except for such sales which are designated
by a purchaser to be for the account of a particular Underwriter, such
reservations and sales shall be made for the accounts of the Underwriters as
nearly as practicable in proportion to their respective underwriting
obligations, unless you agree to a smaller proportion for any Underwriter at its
request.

          At or before the time Securities are released for sale, you shall
notify us of the amount of Securities which have not been reserved for our
account for sale to Selected Dealers and others and which are to be retained by
us for direct sale.



                                      -5-


          We will from time to time, upon your request, report to you the amount
of Securities retained by us for direct sale which remain unsold and, upon your
request, deliver to you for our account, or sell to you for the account of one
or more of the Underwriters, such amount of unsold Securities as you may
designate at the offering price less an amount determined by you not in excess
of the concession to Selected Dealers. You also may repurchase Securities from
other Underwriters and Selected Dealers, for the account of one or more of the
Underwriters, at prices determined by you not in excess of the offering price
less the concession to Selected Dealers.

          You may from time to time deliver to any Underwriter, for carrying
purposes or for sale by such Underwriter, any Securities then reserved for sale
to, but not purchased and paid for by, Selected Dealers or others as above
provided, but to the extent that Securities are so delivered for sale by such
Underwriter, the amount of Securities then reserved for the account of such
Underwriter shall be correspondingly reduced. Securities delivered for carrying
purposes only shall be redelivered to you upon demand.

          The Underwriters and Selected Dealers may, with your consent, purchase
Securities from, and sell Securities to, each other at the offering price less a
concession not in excess of the concession to Selected Dealers. Sales of
Securities between Underwriters also may be made as you deem advisable for Blue
Sky purposes.

          SECTION 6      REPURCHASE OF SECURITIES NOT EFFECTIVELY PLACED.

          In recognition of the importance of distributing Securities to bona
fide investors, we agree to repurchase on demand any Securities sold by us,
except through you, which are purchased by you in the open market or otherwise
during a period terminating as provided in Section 12(a) hereof, at a price
equal to the cost of such purchase, including accrued interest, amortization of
original issue discount or dividends, commissions, and transfer and other taxes,
if any, on redelivery. The certificates delivered to us need not be the
identical certificates delivered to you in respect of the Securities purchased.
In lieu of requiring repurchase, you may, in your discretion, sell such
Securities for our account at such prices, upon such terms, and to such persons,
including any of the other Underwriters, as you may determine, charging the
amount of any loss and expense, or crediting the amount of any net profit,
resulting from such sale, to our account, or you may charge our account with an
amount determined by you not in excess of the concession to Selected Dealers.

          SECTION 7      PAYMENT AND DELIVERY.

          At or before such time, on such dates, and at such places as you may
specify in the Invitation, we will deliver to you a fed fund wire in such funds
as are specified in the Invitation, payable to the order of Noble International
Investments, Inc. (unless otherwise specified in the Invitation) in an amount
equal to, as you direct, either (i) the .offering price or prices plus accrued
interest, amortization of original issue discount, or dividends, if any, set
forth in the Prospectus, less the concession to Selected Dealers in respect of
the amount of Securities to be purchased by us in accordance with the terms of
this Agreement or (ii) the amount set forth in the Invitation with respect to
the Securities to be purchased by us. We authorize you to make payment for our
account of the purchase price for the Securities to be purchased by us against
delivery to you of such Securities (which may be in temporary form), and the
difference between




                                      -6-


such purchase price of the Securities and the amount of our funds delivered to
you therefor shall be credited to our account. You shall deliver to us the
Securities retained by us for direct sale as soon as practicable after your
receipt of the Securities.

          We authorize you to hold and deliver against payment any of our
Securities which have been sold or reserved for sale to Selected Dealers or
others. Upon receiving payment for Securities sold for our account to Selected
Dealers and others, you shall remit to us an amount equal to the amount paid by
us to you in respect of such Securities and credit or charge our account with
the difference, if any, between such amount and the price at which such
Securities were sold. Upon termination of the provisions of this Agreement as
set forth in Section 12(a) hereof, you shall deliver to us any Securities
reserved for our account for sale to Selected Dealers and others which remain
unsold at that time.

          You are authorized to make appropriate arrangements for payment for,
and/or delivery through the facilities of The Depository Trust Company or any
such other depository or similar facility of, the Securities to be purchased by
us, or, if we are not a member, settlement may be made through a correspondent
that is a member pursuant to our timely instructions to you.

          In the event that the Underwriting Agreement for an offering provides
for the payment of a commission or other compensation to the Underwriters, we
authorize you to receive such commission or other compensation for our account.

          SECTION 8      AUTHORITY TO BORROW.

          We authorize you to advance your own funds for our account, charging
current interest rates or to arrange loans for our account or the account of the
Underwriters, as you, in your discretion, may deem necessary, desirable or
appropriate for the purchase, carrying, sale, and distribution of the
Securities. You may execute and deliver any notices or other instruments
required in connection therewith and may hold or pledge as security therefor all
or any part of the Securities which we or such Underwriters have agreed to
purchase. The obligations of the Underwriters under loans arranged on their
behalf shall be several in proportion to their respective participation in such
loans, and not joint. Any lender is authorized to accept your instructions as to
the disposition of the proceeds of any such loans. You shall credit each
Underwriter with the proceeds of any loans made for its account.

          SECTION 9      STABILIZATION AND OVER-ALLOTMENT.

          In order to facilitate the sale of Securities, we authorize you, in
your discretion, to purchase and sell Securities or any other securities of the
Issuer or any guarantor of the Securities specified in the Invitation, in the
open market or otherwise, for long or short account, at such prices as you may
determine, and, in arranging for sales to Selected Dealers or others, to
over-allot. You may liquidate any long position or cover any short position
incurred pursuant to this Section at such prices as you may determine. You shall
make such purchases and sales (including over-allotments) for the accounts of
the Underwriters as nearly as practicable in proportion to their respective
underwriting obligations. It is understood that, in connection with any
particular offering of Securities to which this Agreement applies, you may have
made purchases of securities of the Issuer or securities of any guarantor of the
Securities for stabilizing


                                      -7-


purposes prior to the time when we become an Underwriter, and we agree that any
such securities so purchased shall be treated as having been purchased for the
respective accounts of the Underwriters pursuant to the foregoing authorization.
At the close of business on any day, our net commitment, either for long or
short account, resulting from such purchases or sales shall not exceed 20% (or
such other amount as may be specified in the Invitation) of our underwriting
obligation (excluding any Additional Securities which may be purchased upon
exercise of an over-allotment option), except that such percentage may be
increased with the approval of a majority in interest of the Underwriters. In
the case of our net commitment for short account, our net commitment shall be
calculated assuming that all Additional Securities which may be purchased upon
exercise of an over-allotment option are acquired. We will take up at cost on
demand any Securities or other securities of the Issuer or any securities of any
guarantor of the Securities so sold or over-allotted for our account, including
accrued interest, amortization of original issue discount, or dividends, and we
will pay to you on demand the amount of any losses or expenses incurred for our
account pursuant to this Section. In the event of a default by any Underwriter
in respect of its obligations under this Section, each nondefaulting Underwriter
shall assume its share of the obligations of such defaulting Underwriter in the
proportion that its underwriting obligation bears to the underwriting
obligations of all nondefaulting Underwriters without relieving such defaulting
Underwriter of its liability hereunder.

          If you effect any stabilizing purchase pursuant to this Section, you
shall promptly notify us of the date and time of the first stabilizing purchase
and the date and time when stabilizing was terminated. You shall prepare and
maintain such records as are required to be maintained by you as manager
pursuant to Rule 17a-2 under the Exchange Act.

          SECTION 10     OPEN MARKET TRANSACTIONS.

          We represent and agree that, in connection with the offering of
Securities, we have complied and will comply with the provisions of Regulation M
(Rules 100 through 105) under the Exchange Act with regard to trading in the
Securities. For purposes of the foregoing sentence, we agree that, in addition
to the Securities, other securities of the Issuer or securities of any guarantor
of the Securities or the right or option to purchase or otherwise acquire any
securities of the Issuer or any securities of any guarantor of the Securities
specified in the Invitation shall be considered securities of the same class and
series as the Securities.

          SECTION 11     NET CAPITAL.

          The incurrence by us of our obligations hereunder and under the
Underwriting Agreement in connection with the offering of Securities will not
place us in violation of the net capital requirements of Rule 15c3-1 under the
Exchange Act.

          SECTION 12     TERMINATION; AMENDMENT.

               (a)  With respect to each offering of Securities pursuant to this
Agreement, all limitations in this Agreement on the price at which Securities
may be sold, the period of time referred to in Section 6 hereof, the authority
granted by the first sentence of Section 9 hereof, and the restrictions
contained in Section 10 hereof shall terminate at the close of business on the
45th day after the commencement of the offering of Securities, unless the
effectiveness of such



                                      -8-


provisions is extended or sooner terminated by you as hereinafter provided. You
may extend the effectiveness of any or all of such provisions for up to an
additional 15 days, or terminate, any or all of such provisions at any time
prior thereto, in either case by notice to the Underwriters. All other
provisions of this Agreement shall remain operative and in full force and effect
with respect to such offering.

               (b)  This Agreement may be terminated by either party hereto upon
5 business days' prior written notice to the other party; provided, however,
that, with respect to any particular offering of Securities, if you receive any
termination notice from us after our Acceptance of the Invitation for such
offering, this Agreement shall remain in full force and effect as to such
offering and shall terminate with respect to such offering and all previous
offerings only in accordance with and to the extent provided in subsection (a)
of this Section 12.

               (c)  This Agreement may be supplemented or amended by you by
written notice to us and, except for supplements or amendments set forth in an
Invitation relating to a particular offering of Securities, any such supplement
or amendment to this Agreement shall be effective with respect to any offering
of Securities to which this Agreement applies after this Agreement is so amended
or supplemented. Each reference to "this Agreement" herein shall, as
appropriate, be to this Agreement as so supplemented and amended.

          SECTION 13     EXPENSES AND SETTLEMENT.

          You may charge our account with any transfer taxes on sales of
Securities made for our account and with our proportionate share (based upon our
underwriting obligation) of all other expenses incurred by you under this
Agreement or otherwise in connection with the purchase, carrying, sale or
distribution of Securities. With respect to each offering of Securities pursuant
to this Agreement, the respective accounts of the Underwriters shall be settled
as promptly as practicable after the termination of the provisions of this
Agreement as set forth in Section 12(a), but you may reserve such amounts as you
may deem advisable for additional expenses. Your determination of the amount to
be paid to or by us shall be conclusive. You may at any time make partial
distributions of credit balances or call for payment of debit balances. Any of
our funds in your hands may be held with your general funds without
accountability for interest. Notwithstanding any settlement, we will remain
liable for any taxes on transfers for our account and for our proportionate
share (based upon our underwriting obligation) of all expenses and liabilities
which may be incurred by, or for the accounts of, the Underwriters with respect
to each offering of Securities pursuant to this Agreement.

          SECTION 14     INDEMNIFICATION.

          With respect to each offering of Securities pursuant to this
Agreement, we will indemnify and hold harmless each other Underwriter and each
person, if any, who controls each other Underwriter within the meaning of
Section 15 of the Act, to the extent that, and on the terms upon which, we agree
to indemnify and hold harmless the Issuer, any selling securityholders and other
specified persons as set forth in the Underwriting Agreement.



                                      -9-



          SECTION 15     CONTRIBUTION.

          We agree to pay, upon your request, as contribution, our proportionate
share, based upon our underwriting obligation, of any losses, claims, damages or
liabilities, joint or several, paid or incurred by any Underwriter to any person
other than an Underwriter, arising out of, or based upon, any untrue statement
or alleged untrue statement of any material fact contained in the Registration
Statement (and any amendment thereto), any preliminary or final Prospectus (or
any amendment or supplement thereto), or any other selling or advertising
material approved by you for use by the Underwriters in connection with the sale
of Securities, or the omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements therein
not misleading (other than an untrue statement or alleged untrue statement or
omission or alleged omission made in reliance upon, and in conformity with,
written information furnished to the Issuer by an Underwriter through you
specifically for use therein); and will pay such proportionate share of any
legal or other expenses incurred by you or with your consent in connection with
investigating or defending any such loss, claim, damage or liability, or any
action in respect thereof. In determining the amount of any Underwriter's
obligation under this Section 15, appropriate adjustment may be made by you to
reflect any amounts received by any one or more Underwriters in respect of such
claim from the Issuer, any selling securityholder, or any other person (other
than an Underwriter) pursuant to the Underwriting Agreement or otherwise. There
shall be credited against any amount paid or payable by us pursuant to this
Section 15 any loss, claim, damage, liability or expense which is incurred by us
as a result of any such claim asserted against us, and if such loss, claim,
damage, liability or expense is incurred by us subsequent to any payment by us
pursuant to this Section 15, appropriate provision shall be made to effect such
credit, by refund or otherwise. If any such claim is asserted, you may take such
action in connection therewith as you deem necessary or desirable, including
retention of counsel for the Underwriters, and in your discretion separate
counsel for any particular Underwriter or group of Underwriters, and the fees
and disbursements of any counsel so retained by you shall be included in the
amounts payable pursuant to this Section 15. In determining amounts payable
pursuant to this Section 15, any loss, claim, damage, liability or expense
incurred by any person controlling any Underwriter within the meaning of Section
15 of the Act which has been incurred by reason of such control relationship
shall be deemed to have been incurred by such Underwriter.

          Any Underwriter may elect to retain its own counsel at its own
expense. You may settle or consent to the settlement of any such claim with the
approval of a majority in interest of the Underwriters. Whenever you receive
notice of the assertion of any claim to which the provisions of this Section 15
would be applicable, you will give prompt notice thereof to each Underwriter.
You also will furnish each Underwriter with periodic reports, at such times as
you deem appropriate, as to the status of such claim and the action taken by you
in connection therewith. If any Underwriter or Underwriters default in their
obligation to make any payments under this Section 15, each nondefaulting
Underwriter shall be obligated to pay its proportionate share of all defaulted
payments, based upon such Underwriter's underwriting obligation relative to the
underwriting obligations of all non-defaulting Underwriters.

          SECTION 16     DEFAULT BY UNDERWRITERS.

          Default by any Underwriter in respect of its obligations hereunder or
under the Underwriting Agreement shall not release us from any of our
obligations or in any way affect the liability of such defaulting Underwriter to
the other Underwriters for damages resulting from


                                      -10-


such default. If one or more Underwriters default under the Underwriting
Agreement, if provided in such Underwriting Agreement, you may (but shall not be
obligated to) arrange for the purchase by others, which may include yourselves
or other non-defaulting Underwriters, of all or a portion of the Securities not
taken up by the defaulting Underwriters.

          In the event that such arrangements are made, the respective
underwriting obligations of the non-defaulting Underwriters and the amounts of
Securities to be purchased by others, if any, shall be taken as the basis for
all rights and obligations hereunder; but this shall not in any way affect the
liability of any defaulting Underwriter to the other Underwriters for damages
resulting from its default, nor shall any such default relieve any other
Underwriter of any of its obligations hereunder or under the Underwriting
Agreement, except as herein or therein provided. In addition, in the event of
default by one or more Underwriters in respect of their obligations under the
Underwriting Agreement to purchase the Securities agreed to be purchased by them
thereunder and, to the extent that arrangements shall not have been made by you
for any person to assume the obligations of such defaulting Underwriter or
Underwriters, we agree, if provided in the Underwriting Agreement, to assume our
proportionate share, based upon our underwriting obligation, of the obligations
of each such defaulting Underwriter (subject to the limitations contained in the
Underwriting Agreement) without relieving such defaulting Underwriter of its
liability therefor.

          In the event of default by one or more Underwriters in respect of
their obligations under this Agreement to take up and pay for any Securities
purchased, or to deliver any Securities sold or over-allotted, by you for the
respective accounts of the Underwriters, or to bear their proportionate share of
expenses or liabilities pursuant to this Agreement, and to the extent that
arrangements shall not have been made by you for any persons to assume the
obligations of such defaulting Underwriter or Underwriters, we agree to assume
our proportionate share, based upon our underwriting obligation relative to the
underwriting obligations of all non-defaulting underwriters, of the obligations
of each defaulting Underwriter without relieving any such defaulting Underwriter
of its liability therefor.

          SECTION 17     LEGAL QUALIFICATION.

          We authorize you to file with the Commission and any other
governmental agency any documents, instruments or reports required in connection
with any offering of Securities pursuant to this Agreement, and we will furnish
to you promptly upon request any information required in connection therewith.
You shall inform us, upon request, of the states and other jurisdictions of the
United States in which it is believed that the Securities are qualified for sale
under, or are exempt from the requirements of, their respective securities laws,
but you assume no responsibility with respect to our right to sell Securities in
any jurisdiction.

          If we propose to offer Securities outside the United States, its
territories or possessions, we will take, at our own expense, such action, if
any, as may be necessary to comply with the laws of each foreign jurisdiction in
which we propose to offer Securities.



                                      -11-


          SECTION 18     LEGAL RESPONSIBILITY.

          As Representatives of the Underwriters, you shall have no liability to
us, except for obligations expressly assumed by you in this Agreement. No
obligations not expressly assumed by you in this Agreement shall be implied
hereby or inferred herefrom.

          Nothing herein contained shall constitute the Underwriters in
association, or partnership, with you, or with each other, or, except as
otherwise provided herein or in the Underwriting Agreement, render any
Underwriter liable for the obligations of any other Underwriter. The rights,
obligations, and liabilities of the Underwriters are several in accordance with
their respective underwriting obligations, and not joint.

          If the Underwriters are deemed to constitute a partnership for federal
income tax purposes, we elect to be excluded from the application of Subchapter
K, Chapter 1, Subtitle A, of the Internal Revenue Code of 1986, as amended, and
agree not to take any position inconsistent with such election. You, as
Representatives, are authorized, in your discretion, to execute on behalf of the
Underwriters such evidence of such election as may be required by the Internal
Revenue Service.

          SECTION 19     MEMBERSHIP IN THE NATIONAL ASSOCIATION OF SECURITIES
                         DEALERS AND FOREIGN DEALERS.

          We understand that you are a member in good standing of the NASD. We
confirm that we are actually engaged in the investment banking or securities
business and are either (i) a member in good standing of the NASD; or (ii) a
bank, broker, dealer or other institution with its principal place of business
located outside the United States, its territories or possessions and not
registered under the Exchange Act who hereby agrees to make no sales within the
United States, its territories or possessions or to persons who are nationals
thereof or residents therein (except that we may participate in sales to
Selected Dealers and others under Section 5 of this Agreement). We hereby agree
to comply with Rule 2720 of the Conduct Rules, and if we are a foreign bank,
broker, dealer or other institution, we also hereby agree to comply with the
NASD's Interpretation with Respect to Free-Riding and Withholding (IM-2110-1 of
the Conduct Rules), to comply, as though we are a member of the NASD, with the
provisions of Rules 2730 and 2750 of the Conduct Rules, and to comply with Rule
2420 of the Conduct Rules as that Rule applies to a non-member foreign broker or
dealer.

          SECTION 20     NOTICES.

          Any notice from you shall be deemed to have been duly given if mailed,
hand delivered, telephoned (and confirmed in writing), telegraphed, telexed or
transmitted by facsimile transmission to us at our address appearing below, or
at such other address, telephone, telex or facsimile transmission number as we
shall have advised you in writing. Any notice from us to you shall be deemed to
have been duly given if mailed, hand delivered, telegraphed, telexed or
transmitted by facsimile transmission to Noble International Investments, Inc.,
Attention: Syndicate Department; Telephone: 561/994-1191 Facsimile: 561/998-1987
or to such other address, telephone, telex or facsimile transmission number as
we shall be notified by the Representatives. Communications by telegram, telex,
facsimile transmission or other written form shall be deemed to be "written"
communications.



                                      -12-


          SECTION 21     GOVERNING LAW.

          This Agreement shall be governed by the laws of the State of Florida
applicable to agreements made and to be performed wholly in said State, without
giving effect to rules governing conflicts of law.



















                                      -13-



         Please confirm this Agreement and deliver a copy to us.

                                        Very truly yours,

                                        Name of Firm:
                                                     ---------------------------


                                        By:
                                           -------------------------------------
                                                 Authorized Officer or Partner



                                        Address:



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



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

                                        Telephone:
                                                  ------------------------------

                                        Facsimile:
                                                  ------------------------------


Confirmed as of the date first above written






By:
   -------------------------------------
         Nico P. Pronk, President



                                      -14-



                                                                       EXHIBIT A


                       MASTER UNDERWRITERS' QUESTIONNAIRE

In connection with each offering of Securities pursuant to the Master Agreement
Among Underwriters, dated _______, as revised (the "Agreement"), each
Underwriter confirms the following information, except as indicated in such
Underwriter's Acceptance or other written communication furnished to Noble
International Investments, Inc. Defined terms used herein have the same meaning
as defined terms in the Agreement.

     (a)  Neither such Underwriter nor any of its directors, officers or
partners have any material (as defined in Regulation C under the Act)
relationship with the Issuer, its parent (if any), any other seller of
Securities, or any guarantor of Securities.

     (b)  Except as described or to be described in the Agreement, the
Underwriting Agreement or the Invitation, such Underwriter does not know (i) of
any discounts or commissions to be allowed or paid to dealers, including all
cash, securities, contracts or other consideration to be received by any dealer
in connection with the sale of Securities, or of any other discounts or
commissions to be allowed or paid to the Underwriters or of any other items that
would be deemed by the NASD to constitute underwriting compensation for purposes
of Rule 2710 of the Conduct Rules of the NASD, (ii) of any intention to
over-allot or (iii) that the price of any security may be stabilized to
facilitate the offering of Securities.

     (c)  No report or memorandum has been prepared for external use (i.e.,
outside such Underwriter's organization) by such Underwriter in connection with
the proposed offering of Securities and such Underwriter has not prepared or had
prepared for it any engineering, management or similar report or memorandum
relating to the broad aspects of the business, operations or products of the
Issuer, its parent (if any), or any guarantor of Securities within the past 12
months (except for reports solely comprised of recommendations to buy, sell or
hold the securities of the Issuer, its parent (if any) or any guarantor of
Securities, unless such recommendations have changed within the past 6 months).
If any such report or memorandum has been prepared, furnish to Noble
International Investments, Inc. three copies thereof, together with a statement
as to the actual or proposed use, identifying each class of persons who have
received or will receive the report or memorandum, the number of copies
distributed to each class, and the period of distribution.

     (d)  If the Securities are debt securities to be issued under an indenture
to be qualified under the Trust Indenture Act of 1939, as amended (the "Trust
Indenture Act"), neither such Underwriter nor any of its directors, officers or
partners is an "affiliate," as that term is defined under the Trust Indenture
Act, of the Trustee for the Securities as specified in the Invitation, or of its
parent (if any); neither the Trustee nor its parent (if any) nor any of their
directors or executive officers is a director, officer, partner, employee,
appointee or representative of such Underwriter as those terms are defined in
the Trust Indenture Act or in the relevant instructions to Form T- 1; neither
such Underwriter nor any of its directors, partners or executive officers,
separately or as a group, beneficially owns 1% or more of the shares of any
class of voting securities of the Trustee or of its parent (if any); and if such
Underwriter is a corporation, it does


                                      A-1



not have outstanding nor has it assumed or guaranteed any securities issued
otherwise than in its present corporate name, and neither the Trustee nor its
parent (if any) is a holder of any such securities.

     (e)  If the Issuer is a public utility, such Underwriter is not a "holding
company" or a "subsidiary company" or an "affiliate" of a "holding company" or
of a "public utility company," each as defined in the Public Utility Holding
Company Act of 1935, as amended.

     (f)  Neither such Underwriter nor any "group" (as that term is defined in
Section 13(d)(3) of the Exchange Act) of which it is a member is the beneficial
owner (determined in accordance with Rule 13d-3 under the Exchange Act) of more
than 5% of any class of voting securities of the Issuer, its parent (if any),
any other seller of Securities, or any guarantor of Securities, nor does it have
any knowledge that more than 5% of any class of voting securities of the Issuer
is held or to be held subject to any voting trust or other similar agreement.




















                                      A-2