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FORM OF SELECTED DEALERS AGREEMENT

Broker Dealer Agreement

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This Broker Dealer Agreement involves

EDUTRADES, INC. | Noble International Investments, Inc.

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Title: FORM OF SELECTED DEALERS AGREEMENT
Governing Law: Florida     Date: 2/10/2006

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Exhibit 1.2


FORM OF SELECTED DEALERS AGREEMENT


 

 

 



 


 

 



 


 

Dear                        :

        Noble International Investments, Inc. has agreed to act as underwriter ("Underwriter"), subject to the terms and conditions of an Underwriting Agreement with EduTrades, Inc., a Nevada corporation (the "Company"), in connection with the proposed sale of an aggregate of 2,600,000 Securities of the Company's common stock, par value $0.001 per share (the "Securities"). In addition, the Underwriter has been granted an additional 45 day option to purchase up to an additional 390,000 Securities of common stock at the public offering price per share (the "Over Allotment Securities").

        1.     The Company has prepared and filed a registration statement on Form S-1 (File No. 333-129649), including a prospectus, relating to the Securities (the "Prospectus) with the Securities and Exchange Commission (the "SEC"), in accordance with the Securities Act of 1933, as amended (the "Securities Act"), and the applicable rules and regulations thereunder. We, as the Underwriter, are offering certain of the Securities for purchase by a selected group of dealers ("Selected Dealers") on the terms and conditions stated as follows:

        a.     Offer to Purchase. Your offer to purchase may be revoked in whole or in part without obligation or commitment of any kind by you any time prior to acceptance and no offer may be accepted by us and no sale can be made until after the registration statement covering the Securities has become effective with the SEC.

        b.     Authorized Public Offering Price. The public offering price is $                        per share.

        c.     Dealers' Selling Concession. The selling concession shall not exceed $            per share payable upon termination of this Agreement, except as provided below. We reserve the right not to pay such concession on any of the Securities purchased by any of the Selected Dealers from us and repurchased by us at or below the price stated above prior to such termination.

        d.     Reallowance. You may reallow not in excess of $            per share as a selling concession to dealers who are members in good standing of the National Association of Securities Dealers, Inc. ("NASD") or to foreign dealers who are not eligible for membership in the NASD and who have agreed (i) not to sell the Securities within the United States of America, its territories or possessions or to persons who are citizens thereof or residents therein, and (ii) to abide by the applicable Conduct Rules of the NASD.

        e.     Delivery and Payment. Delivery of the Securities shall be made on or about                        , 2006 or such later date as we may advise on not less than one day's notice to you, at the office of Noble International Investments, Inc., 6501 Congress Avenue, Boca Raton, FL 33487 or at such other place as we shall specify on not less than one day's notice to you. Payment for the Securities is to be made, against delivery, at the authorized public offering price stated above, or, if we shall so advise you, at the authorized public offering price less the dealers' selling concession stated above, by a certified or official bank check payable to the order of Noble International Investments, Inc. Certificates for the Securities shall be delivered as soon as practicable after delivery instructions are received by the Underwriter.

        f.      Termination. This Agreement shall terminate at the close of business on the 45th day following the Effective Date of the Registration Statement (of which the enclosed Prospectus


 

forms a part), unless extended at our discretion for a period or periods not to exceed in the aggregate 30 additional days. We may terminate this Agreement, whether or not extended, at any time without notice.

        2.     Any of the Securities purchased by you hereunder are to be offered by you to the public at the public offering prices, except as herein otherwise provided and except that a reallowance from such public offering prices not in excess of the amounts set forth on the first page of this Agreement may be allowed as consideration for services rendered in distribution to dealers that (a) are actually engaged in the investment banking or Securities business; (b) execute the written agreement prescribed by Rule 2740 of the NASD Conduct Rules; and (c) are either members in good standing of the NASD or foreign banks, dealers or institutions not eligible for membership in the NASD that represent to you that they will promptly reoffer such Securities at the public offering price and will abide by the conditions with respect to foreign banks, dealers and institutions set forth in paragraph 9 below.

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