BROKER DEALER AGREEMENT

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                                                                     EXHIBIT 1.1

                       EXHIBIT E - BROKER DEALER AGREEMENT

                         SHOPOFF PROPERTIES TRUST, INC.

              Up to 20,100,000 Shares of Common Stock/$200,000,000

                                     FORM OF

                             BROKER-DEALER AGREEMENT

                            ______________ ____, 2007

Shopoff Securities, Inc.
8951 Research Drive
Irvine, California  92618

Ladies and Gentlemen:

      Shopoff Properties Trust, Inc., a Maryland corporation (the "Company"), is
registering for public sale (the "Offering") a maximum of 20,100,000 shares of
its common stock, $0.01 par value per share, (the "Shares" or the "Stock") to be
issued and sold for an aggregate purchase price of $200,000,000 (2,000,000
shares to be offered to the public at $9.50 per Share, and once the minimum
offering amount of 2,000,000 has been reached, 18,100,000 Shares to be offered
to the public for $10.00 per Share). The minimum purchase by any one person
shall be 2,000 Shares (except as otherwise indicated in the Prospectus (defined
below) or in any letter or memorandum from the Company to Shopoff Securities,
Inc. (the "Broker-Dealer")). Terms not defined herein shall have the same
meaning as in the Prospectus. In connection therewith and in consideration of
the promises made herein and for other good and valuable consideration,
including the provisions hereinafter set forth, the Company hereby agrees with
you, the Broker-Dealer, as follows:

1.    Representations and Warranties of the Company

      The Company represents and warrants to the Broker-Dealer that:

      1.1   A registration statement with respect to the Company has been
prepared by the Company in accordance with applicable requirements of the
Securities Act of 1933, as amended (the "Securities Act"), and the applicable
rules and regulations (the "Rules and Regulations") of the Securities and
Exchange Commission (the "SEC") promulgated thereunder, covering the Shares.
Such registration statement, which includes a preliminary prospectus, was
initially filed with the SEC on or about November 30, 2006. Copies of such
registration statement and each amendment thereto have been or will be delivered
to the Broker-Dealer. (The registration statement and prospectus contained
therein, as finally amended and revised at the effective date of the
registration statement and as amended and supplemented thereafter, are
respectively hereinafter referred to as the "Registration Statement" and the
"Prospectus," except that if the

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Prospectus first filed by the Company pursuant to Rule 424(b) under the
Securities Act shall differ from the Prospectus, the term "Prospectus" shall
also include the Prospectus filed pursuant to Rule 424(b).)

      1.2   The Company has been duly and validly organized and formed as a
corporation under the laws of the state of Maryland, with the power and
authority to conduct its business as described in the Prospectus.

      1.3   The Registration Statement and Prospectus comply on the date hereof
and will continue to comply hereafter with the Securities Act and the Rules and
Regulations and do not and will not contain any untrue statements of material
facts or omit to state any material fact required to be stated therein or
necessary in order to make the statements therein not misleading; provided,
however, that the foregoing provisions of this Section 1.3 will not extend to
such statements contained in or omitted from the Registration Statement or
Prospectus as are primarily within the knowledge of the Broker-Dealer and are
based upon information furnished by the Broker-Dealer in writing to the Company
specifically for inclusion therein.

      1.4   The Company intends to use the funds received from the sale of the
Shares as set forth in the Prospectus.

      1.5   No consent, approval, authorization or other order of any
governmental authority is required in connection with the execution or delivery
by the Company of this Agreement or the issuance and sale by the Company of the
Shares, except such as may be required under the Securities Act or applicable
state securities laws.

      1.6   There are no actions, suits or proceedings pending or to the
knowledge of the Company, threatened against the Company at law or in equity or
before or by any federal or state commission, regulatory body or administrative
agency or other governmental body, domestic or foreign, which will have a
material adverse effect on the business or property of the Company.

      1.7   The execution and delivery of this Agreement, the consummation of
the transactions herein contemplated and compliance with the terms of this
Agreement by the Company do not and will not conflict with or constitute a
default under any charter, bylaw, indenture, mortgage, deed of trust, lease,
rule, regulation, writ, injunction or decree of any government, governmental
instrumentality or court, domestic or foreign, having jurisdiction over the
Company, except to the extent that the enforceability of the indemnity and/or
contribution provisions contained in Section 4 of this Agreement may be limited
under applicable securities laws.

      1.8   The Company has full legal right, power and authority to enter into
this Agreement and to perform the transactions contemplated hereby, except to
the extent that the enforceability of the indemnity and/or contribution
provisions contained in Section 4 of this Agreement may be limited under
applicable securities laws.

      1.9   At the time of the issuance of the Shares, the Shares will have been
duly authorized and validly issued, and upon payment therefor, will be fully
paid and nonassessable and will conform to the description thereof contained in
the Prospectus.

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2.    Covenants of the Company

      The Company covenants and agrees with the Broker-Dealer that:

      2.1   It will, at no expense to the Broker-Dealer, furnish the
Broker-Dealer with such number of printed copies of the Registration Statement,
including all amendments, supplements and exhibits thereto, as the Broker-Dealer
may reasonably request. It will similarly furnish to the Broker-Dealer and
others designated by the Broker-Dealer as many copies as the Broker-Dealer may
reasonably request in connection with the Offering of: (a) the Prospectus in
preliminary and final form and every form of supplemental or amended prospectus;
(b) this Agreement; and (c) any other printed sales literature or other
materials (provided that the use of said sales literature and other materials
has been first approved for use by the Company and all appropriate regulatory
agencies).

      2.2   It will furnish such proper information and execute and file such
documents as may be necessary for the Company to qualify the Shares for offer
and sale under the securities laws of such jurisdictions as the Broker-Dealer
may reasonably designate and will file and make in each year such statements and
reports as may be required. The Company will furnish to the Broker-Dealer a copy
of such papers filed by the Company in connection with any such qualification.

      2.3   It will: (a) if not effective upon the date hereof, use its best
efforts to cause the Registration Statement to become effective; (b) furnish
copies of any proposed amendment or supplement of the Registration Statement or
Prospectus to the Broker-Dealer; (c) file every amendment or supplement to the
Registration Statement or the Prospectus that may be required by the SEC; and
(d) if at any time the SEC shall issue any stop order suspending the
effectiveness of the Registration Statement, it will use its best efforts to
obtain the lifting of such order at the earliest possible time.

      2.4   If at any time when a Prospectus is required to be delivered under
the Securities Act any event occurs as a result of which, in the opinion of
either the Company or the Broker-Dealer, the Prospectus or any other prospectus
then in effect would include an untrue statement of a material fact or, in view
of the circumstances under which they were made, omit to state any material fact
necessary to make the statements therein not misleading, the Company will
promptly notify the Broker-Dealer thereof (unless the information shall have
been received from the Broker-Dealer) and will effect the preparation of an
amended or supplemental prospectus which will correct such statement or
omission. The Company will then promptly prepare such amended or supplemental
prospectus or prospectuses as may be necessary to comply with the requirements
of Section 10 of the Securities Act.

3.    Payment of Expenses and Fees

      3.1   The Company agrees to pay all costs and expenses incident to the
Offering, whether or not the transactions contemplated hereunder are consummated
or this Agreement is terminated, including expenses, fees and taxes in
connection with: (a) the registration fee, the preparation and filing of the
Registration Statement (including without limitation financial statements,
exhibits, schedules and consents), the Prospectus, and any amendments or

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supplements thereto, and the printing and furnishing of copies of each thereof
to the Broker-Dealer (including costs of mailing and shipment); (b) the
preparation, issuance and delivery of certificates, if any, for the Shares,
including any stock or other transfer taxes or duties payable upon the sale of
the Shares; (c) all fees and expenses of the Company's legal counsel,
independent public or certified public accountants and other advisors; (d) the
qualification of the Shares for offering and sale under state laws in the states
that the Company shall designate as appropriate and the determination of their
eligibility for investment under state law as aforesaid and the printing and
furnishing of copies of any blue sky surveys or legal investment surveys to the
Broker-Dealer; (e) filing for review of the public offering of the Shares by the
NASD (including the reasonable legal fees and filing fees and other
disbursements of counsel relating thereto); (f) the fees and expenses of any
transfer agent or registrar for the Shares and miscellaneous expenses referred
to in the Registration Statement; (g) all costs and expenses incident to the
travel and accommodation of the Company's employees in making road show
presentations with respect to the offering of the Shares; and (h) the
performance of the Company's other obligations hereunder.

      3.2   In addition, the Company shall reimburse the Broker-Dealer for
certain costs and expenses incident to the Offering, to the extent permitted
pursuant to prevailing rules and regulations of the NASD, including expenses,
fees and taxes incurred in connection with: (a) any legal counsel to the
Broker-Dealer, including fees and expenses incurred prior to the effective date
of the Offering; (b) customary travel, lodging, meals and reasonable
entertainment expenses incurred in connection with the Offering; (c) attendance
at broker-dealer sponsored conferences, educational conferences sponsored by the
Company, industry sponsored conferences and informational seminars; and (d)
customary promotional items; provided, however, that, no costs and expenses
shall be reimbursed by the Company pursuant to this Section 3.4 which would
cause the total compensation paid in connection with the Offering to exceed 10%
of the gross proceeds from the sale of the Shares, excluding reimbursement of
bona fide due diligence expenses as provided under Section 3.3.

      3.3   In addition to reimbursement as provided under Section 3.2, the
Company shall also reimburse the Broker-Dealer for due diligence expenses of up
to 0.5% of gross proceeds from the sale of the Shares for bona fide due
diligence expenses incurred by the Broker-Dealer. Such due diligence expenses
may include travel, lodging, meals and other reasonable out-of-pocket expenses
incurred by the Broker-Dealer and its personnel when visiting the Company's
offices or properties to verify information rela