Sales Agent Agreement

Exhibit 1.1

Federal Trust Corporation

1,200,000 Shares Common Stock

Sales Agent Agreement

June      , 2004

Kendrick Pierce Securities, Inc.

324 South Hyde Park Avenue, Suite 202

Tampa, Florida 33606

Gentlemen:

Federal Trust Corporation, a Florida corporation and savings and loan holding company (the “Company” ), has prepared and filed with the United States Securities and Exchange Commission (the “Commission” ) a Registration Statement on Form S-2 (Registration No. 33-              ) (together with all schedules, exhibits and amendments thereto which are filed with the Commission, the “Registration Statement” ), so as to be able, on or after the date upon which the Registration Statement is declared effective by the Commission (the “Effective Date” ), to commence an offering for sale and issuance, in accordance with the terms and subject to the conditions set forth in the prospectus that will comprise Part I to the Registration Statement (the “Prospectus” ), of up to 1,200,000 shares (the “Shares” ) of the Company’s single class of authorized capital stock, par value $.01 per share (the “Capital Stock” ), at a price of $12.00 per Share (the “Subscription Price” ). The minimum subscription offer generally acceptable to the Company will be 1,000 Shares (involving a subscription price of $12,000) ^a , and no investor will generally be authorized to acquire Shares that will result in an ownership which closely approaches ten percent of the Company’s outstanding Common Stock. The Share offering is expected to be conducted during the period ending September 30, 2004, subject to the Company’s right to extend such period, without notice, for up to an additional 60 days. The Company’s efforts in this regard will hereinafter sometimes be referred to as the “Offering” .

The Company has been advised by you, in your capacity as a registered and licensed securities broker/dealer firm and member in good standing of the National Association of Securities Dealers (the “Agent” or “you” ), that you will use your best efforts to assist the Company in successfully completing the Offering on the terms and subject to the conditions set forth in this Agreement. The Offering of the Shares will commence as soon as practicable following the Effective Date.

1

Section 1. Engagement of Agent; Sale and Delivery of Shares . On the basis of the representations, warranties, covenants and agreements herein contained, the Company engages you to use your best efforts in assisting the Company with the offer and sale of the Shares in the Offering, and, by your execution of a counterpart copy of this Agreement, you accept such engagement. The Company reserves the right to offer and sell Shares without the assistance of the Agent to the directors and officers of the Company and the Bank (individually an “Affiliate Purchaser” ). The Company agrees to cause to be issued at each Closing certificates evidencing registered ownership of such Shares for which proper and timely subscription offers have been made by subscribers and accepted by the Company against release to the Company of the funds representing the aggregate Subscription Price of the Shares so evidenced (the “Subscription Proceeds” or “Proceeds” ), and to cause delivery of such certificates to be made in accordance with the instructions contained in the applicable investor subscription agreements.

Section 2. Conduct of Offering; Closings . The Offering is to be conducted on an “open-ended” basis under which no particular minimum number of Shares will need to be subscribed for prior to the Company having the legal ability to accept the related Subscription Proceeds and to add the same to its working capital for use in furtherance of its business plan. For administrative coordination, however, whatever Subscription Proceeds are received from subscribers whose subscription offers are accepted by the Company, or by the Agent on its behalf, will be delivered to and held by the Bank, in its capacity as an escrow agent, until the occurrence of one or more separate Closings at which such Proceeds will be physically released to the Company. Each closing of the sale of Shares shall occur on a date (the “Closing Date” ) and at a time and location to be selected by and within the discretion of the Company, and the initial Closing Date is currently expected to occur on or before September 30, 2004. Each closing shall hereinafter be referred to as a “Closing” .

Section 3. Escrow Arrangement . The Company and the Agent are parties to an Escrow Agreement, of even date herewith, which has been entered into with the Bank, as escrow agent (the “Escrow Agent” ), a copy of which is attached hereto as Exhibit A . Each of the Agent and the Company will deliver all funds received by each from subscribers to the Escrow Agent, not later than noon on the next business day following actual receipt, for deposit thereby into an interest-bearing escrow account (the “Escrow Account” ) and for retention therein until a Closing has occurred with respect to the sale of the Shares to which such Subscription Proceeds relate. The delivery of such funds shall be accompanied by the delivery of a copy of each applicable subscription agreement, properly completed and executed. Subscription Proceeds received from subscribers shall be made payable to “Federal Trust Bank, as Escrow Agent for Federal Trust Corporation” , or in such other similar form as will evidence their use for the benefit of the Company. Each of the Agent and the Company will promptly deliver to the other a photocopy of each subscription agreement received, accepted and furnished to the Escrow Agent. Promptly after receipt by the Escrow Agent of a subscription agreement and the related Subscription Proceeds, the Escrow Agent will, pursuant to the terms of the Escrow Agreement, furnish the applicable subscriber with a receipt for the Subscription Proceeds deposited into the Escrow Account. If the Offering shall terminate for any reason without the release of any

2

Subscription Proceeds to the Company, all escrowed Subscription Proceeds will be promptly returned to the applicable subscribers, with interest thereon but without deduction for any expenses, as provided the Escrow Agreement. The Company, and the Agent on behalf of the Company, shall have the right to refuse or reject subscription agreements submitted on behalf of any subscriber, in whole or in part, for any reason, in which event all Subscription Proceeds received shall be promptly returned to the applicable subscriber, without interest.

Section 4. Sales Fees . In addition to receiving the accountable expense payments specified in Section 8. hereof, the Agent shall receive a sales fee (the “Sales Fee” ) equal to Three and One-Half Percent (3.50%) of the Subscription Price of all Shares sold other than to Affiliate Purchasers (as to which sales no Sales Fee will be generated or due. It shall be the Agent’s responsibility to compensate out of the Sales Fee that it receives from the Company any securities broker comprising a member of the Agent’s selected brokers’ selling group. All Sales Fees applicable to particular Subscription Proceeds shall be payable concurrently with the conduct of the Closing at which such Proceeds are received by the Company. If the Agent terminates this Agreement because of its determination that there has occurred, since December 31, 2003, a material adverse change in the financial condition or operations of the Company, the Agent shall not be entitled to the Sales Fees set forth above.

Section 5. Company Representations and Warranties .

The Company represents and warrants to the Agent that:

a. The Company meets the requirements for use of Form S-2 under the Securities Act of 1933, as amended (the “1933 Act” ). The Registration Statement, including any Preliminary Prospectus (as defined below), in a form filed with the Commission on or prior to the date of this Agreement, has been prepared by the Company pursuant to and in conformity with the requirements of the 1933 Act and the Commission’s rules and regulations promulgated thereunder (the “1933 Act Regulations” ). Copies of each such form of the Registration Statement, each related Preliminary Prospectus (meeting the requirements of Rules 430 or 430A of the 1933 Act Regulations) contained therein, and the exhibits, financial statements and schedules thereto have heretofore been delivered by the Company to the Agent. If not heretofore effected and if required under the 1933 Act Regulations, a final Prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the 1933 Act Regulations will be filed promptly by the Company with the Commission in accordance with Rule 424(b) of the 1933 Act Regulations. As used herein, (i) “Registration Statement” is intended to encompass any post-effective amendment thereto that becomes effective prior to the termination of the Offering, and, if applicable, the information deemed to be included by Rule 430A of the 1933 Act Regulations; (ii) “Prospectus” is intended to encompass the Prospectus as first filed with the Commission pursuant to Rule 424(b) of the 1933 Act Regulations or, if no such filing is required, the form of final Prospectus included in the Registration Statement at the Effective Date, except that if the Prospectus provided to the Agent by the Company for use in connection with the Offering differs from the Prospectus on file with the Commission at the time

3

the Registration Statement becomes effective (whether or not the Company is required to file such revised Prospectus pursuant to Rule 424(b) of the 1933 Act Regulations), the term shall refer to such revised Prospectus from and after the time it is first provided to the Agent for such use; and (iii) “Preliminary Prospectus” is intended to encompass each preliminary prospectus as contemplated by Rules 430 or 430A of the 1933 Act Regulations included at any time in the Registration Statement. All references in this Agreement to financial statements and schedules and other information contained, included, stated or described in the Registration Statement, Preliminary Prospectus or Prospectus shall be deemed to include all such financial statements and schedules and other information incorporated by reference in, or deemed to be a part of, the Registration Statement, Preliminary Prospectus or Prospectus, as the case may be.

b. Neither the Commission nor any other federal or state regulatory agency has issued, and is not, to the Knowledge (as defined below) of the Company, threatening to issue an order preventing or suspending the use of any Preliminary Prospectus or the Prospectus in connection with the conduct of the Offering, nor has instituted or is threatening to institute any proceedings for that purpose. Each Preliminary Prospectus at its date of issue, the Registration Statement, the Prospectus and any amendments or supplements thereto contain or will contain, as the case may be, all statements that are required to be stated therein by, and in all material respects conform or will conform, as the case may be, to the requirements of, the 1933 Act and the 1933 Act Regulations. Neither the Registration Statement nor any amendment thereto, as of the Effective Date or applicable date of effectiveness, contains nor will contain, as applicable, any untrue statement of a material fact or omits or will omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and neither the Prospectus nor any supplement thereto contains or will contain, as the case may be, any untrue statement of a material fact or omits or will omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Prospectus in reliance upon and in conformity with information furnished in writing to the Company by and on behalf of the Agent expressly for use in the Prospectus. For purposes of this Agreement, (i) an individual will be deemed to have “Knowledge” of a particular fact or matter if actually aware of the same or if a prudent individual could be expected to discover or otherwise become aware of such fact or matter in the course of conducting a reasonably comprehensive investigation regarding the accuracy of any representations or warranties contained in this Agreement, and (ii) a person other than an individual will be deemed to have “Knowledge” of a particular fact or matter if any individual who is serving as an officer or director of such person has or at any time had Knowledge of the same (in the manner as described in (i) above).

c. Hacker, Johnson & Smith, P.A., who are reporting upon the audited financial statements included in the Registration Statement, are independent with respect to the Company as determined by reference to applicable federal and state law and regulation.

4

d. This Agreement and the Escrow Agreement have been authorized, executed and delivered by the Company and, when executed by the Agent, will constitute the valid and binding agreements of the Company enforceable against the Company in accordance with their respective terms, except in all cases to the extent that (i) enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting the enforcement of creditors’ rights and remedies generally; (ii) the availability of the equitable remedy of specific performance and injunctive relief is subject to the discretion of the court before which the proceedings may be brought; and (iii) the enforceability of the provisions hereof relating to indemnification and contribution may be limited by applicable federal or state laws or the public policy underlying the same.

e. The consolidated financial statements, audited and unaudited (including the notes thereto), included in the Registration Statement present fairly the financial position of the Company and its subsidiaries (individually a “Subsidiary” and collectively the “Subsidiaries” ) as of the dates indicated and the results of operations and cash flows of the Company and its Subsidiaries for the periods specified. Such financial statements have been prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods reflected except as may be otherwise stated therein. The financial statement schedules, if any, included in the Registration Statement present fairly the information required to be stated therein. The selected financial, pro forma and statistical data included in the Registration Statement are accurate in all material respects and present fairly the information reflected therein and have been prepared on a basis consistent with that of the audited and unaudited financial statements included or incorporated by reference in the Registration Statement.

f. The Company is a Florida corporation organized and existing, with active status, under Florida law, with the requisite corporate power and authority under such law to own, lease and operate its properties and conduct its business as described in the Prospectus. Each subsidiary of the Company is an entity organized, validly existing and with active status under the laws of its respective jurisdiction of organization with the requisite power and authority under such laws to own, lease and operate its properties and conduct its business as described in the Prospectus. The Company and each of its subsidiaries are registered or qualified to transact business as foreign corporations and have active status in each other jurisdiction in which they own or lease property of a nature, or transact business of a type, that would make such qualification necessary, except those jurisdictions where non-qualification would not have a material adverse effect on the condition (financial or otherwise), results of operations, business, operations, assets or properties of the Company or any of its Subsidiaries (a “Material Adverse Effect” ).

g. The Company is registered with the Office of Thrift Supervision as a savings and loan holding company; the deposit accounts of the Bank are insured by the Savings Association Insurance Fund of the Federal Deposit Insurance Corporation (the “FDIC” ), up to the maximum allowable limits thereof; and the Company has all necessary authority, authorization, approvals

5

and orders as may be required to enter into this Agreement, to carry out the provisions and conditions hereof, and to issue and sell the Shares.

h. The authorized capital stock of the Company consists solely of 15,000,000 shares of common stock, par value $.01 per share (the “Common Stock” ), of which 6,661,813 shares are issued and outstanding. Except as set forth in the Prospectus, there are no outstanding warrants, options, conversion privileges, preemptive rights, or other rights or agreements to purchase or otherwise acquire or issue any shares of Common Stock or other securities convertible into, or exercisable or exchangeable for, shares of Common Stock.

i. All shares of Common Stock issued and outstanding have been properly authorized and issued and are fully paid and non-assessable and were not issued in violation of any preemptive or other right to purchase such shares, and the Common Stock conforms in all material respects to the statements relating thereto in the Prospectus (and such statements correctly state the substance of the instruments defining the capitalization of the Company). The Shares have been authorized for issuance and sale pursuant to the Prospectus and this Agreement and, when issued and delivered by the Company against payment therefore in accordance with the terms of this Agreement and as described in the Prospectus, will be validly issued, shall be valid and binding obligations of the Company, and shall not have been issued in violation of any preemptive or other right to purchase Shares or Common Stock. No further approval or authorization of any shareholder, the Company’s Board of Directors, or any other party is required for the issuance and sale of the Shares.

j. The Shares conform to the statements relating thereto contained in the Prospectus and such description conforms to the rights set forth in the instruments defining the same.

k. The issuance and sale of the Shares by the Company, the compliance by the Company with all of the provisions of this Agreement and the Escrow Agreement, and the consummation of the transactions herein contemplated will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, any indenture, loan agreement, mortgage, deed of trust or other agreement or instrument to which the Company is a party, by which it is bound or to which any of its property or assets is subject, nor will such action result in any violation of any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its properties, which conflict, breach, default or violation would reasonably be expected to have a Material Adverse Effect, either individually or in the aggregate; and no consent, approval, authorization, order, license, certificate, permit, registration or qualification of or with any such court or other governmental agency or body is required to be obtained by the Company for the issuance and sale of the Shares, or the consummation by the Company of the transactions contemplated by this Agreement, except for such consents, approvals, authorizations, licenses, certificates, permits, registrations or qualifications as have already been obtained, or as may be required under applicable federal or state securities laws.

6

l. The Company is not required to be registered as an “investment company” under the Investment Company Act of 1940, as amended.

m. Since the respective dates as of which information is given in the Prospectus, except as otherwise stated therein, there has not been (i) any material adverse change in the business, properties, assets, rights, operations, results of operations, or condition (financial or otherwise) of the Company or any of its Subsidiaries; (ii) any transaction that is material to the Company or any of its Subsidiaries, except transactions in the ordinary course of business; (iii) any obligation that is material to the Company or any of its Subsidiaries, direct or contingent, except obligations incurred in the ordinary course of business; (iv) any change that is material with respect to the capital stock or outstanding indebtedness of the Company or any of its Subsidiaries; or (v) any dividend or distribution of any kind declared, paid or made with respect to the capital stock of the Company or any of its Subsidiaries.

n. Neither the Company nor any Subsidiary is in violation of any provision of its articles of incorporation or bylaws nor in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan agreement, note, lease or other agreement or instrument to which it is a party or by which it may be bound or to which any of its properties may be subject.

o. Except as disclosed in the Prospectus, there is no action, suit or proceeding before or by any government, governmental instrumentality or court, domestic or foreign, now pending or, to the Knowledge of the Company, threatened against the Company or any Subsidiary that is required to be disclosed in the Prospectus, that could reasonably be expected to have a Material Adverse Effect, or that could reasonably be likely to have a material adverse effect upon the consummation of the transactions contemplated in this Agreement. No pending legal or governmental proceedings to which the Company or any Subsidiary is a party that are not described in the Prospectus, including ordinary routine litigation incidental to its businesses, if decided adversely, is reasonably likely to have a Material Adverse Effect.

p. There are no material contracts or documents of a character required to be described in the Prospectus or filed as an exhibit to the Registration Statement that are not so described or filed.

q. The Company and each Subsidiary has good and marketable title to all properties and assets described in the Prospectus as owned by it, free and clear of all liens, charges, encumbrances or restrictions, except such as (i) is described in the Prospectus or (ii) is neither material in amount nor materially significant in relation to the business of the Company or a Subsidiary; all of the leases and subleases material to the business of the Company or any Subsidiary and under which it holds properties described in the Prospectus are in full force and effect, and the Company has no notice of any material claim that has been asserted by anyone adverse to the rights of the Company or any Subsidiary under any of the leases or subleases referenced above, or affecting or questioning the right of the Company or any Subsidiary to the

7

continued possession of the leased or subleased premises under any such lease or sublease; the respective agreements to which the Company or any Subsidiary is a party as described in the Prospectus are valid and enforceable in accordance with their terms, except in all cases to the extent that enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting the enforcement of creditors’ rights and remedies generally and the availability of the equitable remedy of specific performance and injunctive relief is subject to the discretion of the court before which the proceedings may be brought; and, to the Company’s Knowledge, the other contracting party or parties thereto are not in breach or default under any of such agreements.

r. The Company and each Subsidiary owns, possesses or has obtained all governmental licenses, permits, certificates, consents, orders, approvals and other authorizations necessary to own or lease, as applicable, and to operate its properties and to carry on its business in the manner described in the Prospectus, except where the failure to obtain such governmental licenses, permits, certificates, consents, order, approvals or other authorizations would not reasonably be expected to have a Material Adverse Effect, and the Company has not received any notice of proceedings relating to revocation or modification of any such licenses, permits, certificates, consents, orders, approvals or authorizations, and all such licenses, permits, certificates, consents, orders, approvals and authorizations are in full force and effect.

s. The Company and each Subsidiary has filed all necessary federal, state and local income, franchise and other tax returns and has paid all taxes as due, and there is no tax deficiency that has been or is reasonably likely to be asserted against it; and all tax liabilities are adequately provided for on the books of the Company and its Subsidiaries.

t. The Company and each Subsidiary maintains insurance of the types and in the amounts reasonably necessary to operate its business including, but not limited to, insurance covering real and personal property owned or leased by it against theft, damage, destruction, acts of vandalism, liability and malpractice and all other risks customarily insured against, and such fidelity bonds as may be required under applicable law, and all of which insurance is in full force and effect.

u. No labor problem exists with the employees of the Company or any Subsidiary nor, to the Knowledge of the Company, is imminent; and to the Knowledge of the Company there is no existing or imminent labor disturbance by the employees of the Company’s principal suppliers, contractors or customers that could reasonably be expected to have a Material Adverse Effect.

v. Except as disclosed in the Prospectus, the Company and each Subsidiary owns or possesses or has the right to use all patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets or other unpatented and/or unpatentable proprietary or confidential information systems or procedures), trademarks, service marks and trade names (collectively “patent and proprietary rights” ) currently employed by it in connection with the business now

8

operated by it, except where the failure to so own, possess or acquire the right to use such patent and proprietary rights is not reasonably likely to have a Material Adverse Effect, and neither the Company nor any Subsidiary has received any notice nor is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any patent or proprietary rights.

w. Neither the Company nor any Subsidiary has been (by virtue of any action, omission to act, contract to which it is a party or by which it is bound, or any occurrence or state of facts whatsoever) in violation of any applicable federal, state, municipal, or local statutes, law, ordinance, rule, regulation and/or order issued pursuant to foreign, federal, state, municipal, or local statute, law, ordinance, rule or regulation (including those relating to any aspect of Companying, financial institution holding companies, environmental protection, occupational safety and health, and equal employment practices) heretofore or currently in effect, except those, if any, described in the Prospectus, or such violations that have been fully cured or satisfied without recourse, or where such violation is not reasonably likely to have a Material Adverse Effect .

x. Neither the Company nor any Subsidiary has any agreement or understanding with any entity concerning the future acquisition (i) by it or any affiliated entity of a controlling interest in any entity that is required by applicable law or regulation to be disclosed and that is not disclosed in the Prospectus; or (ii) of a controlling interest in it by any entity that is similarly required to be but not disclosed in the Prospectus.

y. The Company and each Subsidiary maintains a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and with applicable law and regulations, and to maintain accountability for assets; (iii) access to material assets is permitted only in accordance with management’s general or specific authorizations; and (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

z. All offers and sales of Company securities prior to the date hereof were made pursuant to applicable federal and state securities laws or regulations. The Company knows of no outstanding claims for finder’s, origination, underwriting or placement agent fees with respect to prior offers or sales of the securities of the Company or, other than as stated in this Agreement, with respect to the Offering.

aa. Neither the Company, any Subsidiary nor any of its employees or agents has at any time during the last five years (i) made any unlawful contribution to any candidate for foreign office, or failed to disclose fully any contribution in violation of law, or (ii) made any payment to any foreign, federal or state governmental officer or official or other person charged

9

with similar public or quasi-public duties, other than payments required or permitted by the laws of the United States or any applicable jurisdiction thereof.

bb. The Company has obtained for the benefit of the Agent the agreement, enforceable by the Agent, of each of the officers and directors of the Company that for a period of 180 days after the date of the initial Closing, such person will not, without the prior written consent of the Agent, directly or indirectly, offer for sale, sell, transfer or cause or in any way permit to be sold, transferred or otherwise disposed of, any (i) shares of Common Stock; (ii) rights to purchase shares of Common Stock (including without limitation, shares of Common Stock that may be deemed to be beneficially owned by any such shareholder in accordance with applicable state or federal securities law or regulation, and shares of Common Stock that may be issued upon the exercise of a stock option, warrant or other convertible security); or (iii) securities that are convertible or exchangeable into shares of Common Stock.

cc. Any certificate signed by any authorized officer of