FORM UNDERWRITING AGREEMENT

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Exhibit 1.1

FORM
UNDERWRITING AGREEMENT

BY AND BETWEEN
NOBLE INTERNATIONAL INVESTMENTS, INC.
AS REPRESENTATIVE OF THE SEVERAL UNDERWRITERS

AND

EDUTRADES, INC.

                        , 2006

TABLE OF CONTENTS

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UNDERWRITING AGREEMENT

                        , 2006

Noble International Investments, Inc.
As Representative of the several Underwriters
6501 Congress Avenue
Boca Raton, FL 33487

Ladies and Gentlemen:

        EduTrades, Inc., a Nevada corporation (the "Company"), proposes to issue and sell to the several underwriters named in Schedule A (the "Underwriters") an aggregate of 2,600,000 shares (the "Firm Shares") of its Common Stock, par value $0.001 per share (the "Shares") along with warrants to purchase up to an additional 260,000 Common Shares at a price equal to 120% of the public offering price per share (the "Warrants"). In addition, the Company has granted to the Underwriters, a 45 day option to purchase up to an additional 390,000 Common Shares at the public offering price per share (the "Over Allotment Shares") as provided in Section 2. The Firm Shares and the Over Allotment Shares, are collectively called the "Shares". Noble International Investments, Inc. ("Noble") has agreed to act as representative of the several Underwriters (in such capacity, the "Representative") in connection with the offering and sale of the Shares.

        The Company has prepared and filed with the Securities and Exchange Commission (the Commission"), in accordance with the Securities Act of 1933, as amended (the "Securities Act"), and the applicable rules and regulations thereunder, a registration statement on Form S-1 (File No. 333-129649), including a prospectus, relating to the Shares. The term "Registration Statement" as used herein means the registration statement (including all financial statements and schedules and exhibits) as amended at the time it becomes effective, or, if the registration statement became effective prior to the execution of this Underwriting Agreement (the "Agreement"), as supplemented or amended prior to the execution of this Agreement and includes information contained in the form of final prospectus filed with the Commission pursuant to Rule 424(b) of the rules under the Securities Act and deemed part thereof at the time of effectiveness pursuant to Rule 430A of the rules under the Securities Act. If it is contemplated at the time this Agreement is executed, that a post-effective amendment to the Registration Statement will be filed and must be declared effective before the offering of the Shares may commence, the term "Registration Statement" as used herein shall mean the Registration Statement as amended by such post-effective amendment. If the Company has filed or files on or after the date of this Agreement a registration statement to register additional shares of Common Stock pursuant to Rule 462(b) under the Securities Act (the "Rule 462(b) Registration Statement"), then any reference herein to the term "Registration Statement" shall be deemed to include such Rule 462(b) Registration Statement. The prospectus, in the form first used to confirm sales of Shares, is hereinafter referred to as the "Prospectus." All references in this Agreement to the Registration Statement, the Rule 462(b) Registration Statement, a preliminary prospectus, the Prospectus, or any amendments or supplements to any of the foregoing, shall include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System ("EDGAR"). Each preliminary prospectus included in the registration statement (File No. 333-129649) prior to the time it becomes effective is herein referred to as a "Preliminary Prospectus."

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        The Company hereby confirms its agreements with the Underwriters as follows:

1.     REPRESENTATIONS AND WARRANTIES OF THE COMPANY

        The Company hereby represents, warrants and covenants to each Underwriter as follows:

        (a)     Compliance with Registration Requirements.     The Registration Statement has been declared effective by the Commission under the Securities Act. The Company has complied to the Commission's satisfaction with all requests of the Commission for additional or supplemental information. No stop order suspending the effectiveness of the Registration Statement is in effect and no proceedings for such purpose have been instituted or are pending or, to the best knowledge of the Company, are contemplated or threatened by the Commission.

        Each preliminary prospectus and the Prospectus when filed complied in all material respects with the Securities Act and, if filed by electronic transmission pursuant to EDGAR (except as may be permitted by Regulation S-T under the Securities Act), was identical to the copy thereof delivered to the Underwriters for use in connection with the offer and sale of the Shares. Each of the Registration Statement and any post-effective amendment thereto, at the time it became effective and at all subsequent times, complied and will comply in all material respects with the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus, as amended or supplemented, as of its date and at all subsequent times, did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement or any post-effective amendment thereto, or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by the Representative expressly for use therein. There are no contracts or other documents required to be described in the Prospectus or to be filed as exhibits to the Registration Statement which have not been described or filed as required.

        (b)     Offering Materials Furnished to Underwriters .    The Company has delivered to the Representative one complete conformed copy of the Registration Statement and of each consent and certificate of experts filed as a part thereof, and conformed copies of the Registration Statement (without exhibits) and preliminary prospectuses and the Prospectus, as amended or supplemented, in such quantities and at such places as the Representative has reasonably requested for each of the Underwriters.

        (c)     Distribution of Offering Material By the Company .    The Company has not distributed and will not distribute, prior to the later of the Second Closing Date (as defined in Section 2 of this Agreement) and the completion of the Underwriters' distribution of the Shares, any offering material in connection with the offering and sale of the Shares other than a preliminary prospectus, the Prospectus or the Registration Statement.

        (d)     The Underwriting Agreement .    This Agreement has been duly authorized, executed and delivered by, and is a valid and binding agreement of, the Company, enforceable in accordance with its terms, except as rights to indemnification hereunder may be limited by applicable law and except as the enforcement hereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles.

        (e)     Authorization of the Shares .    The Shares to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale pursuant to this Agreement and, when issued

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and delivered by the Company pursuant to this Agreement, will be validly issued, fully paid and nonassessable.

        (f)     No Applicable Registration or Other Similar Rights .    There are no persons with registration or other similar rights to have any equity or debt securities registered for sale under the Registration Statement or included in the offering contemplated by this Agreement, except for such rights as have been duly waived.

        (g)     No Material Adverse Change; Absence of Material Charges .    Subsequent to the respective dates as of which information is given in the Prospectus: (i) there has been no material adverse change, or any development that could reasonably be expected to result in a material adverse change, in the condition, financial or otherwise, or in the earnings, business, operations or prospects, whether or not arising from transactions in the ordinary course of business, of the Company (any such change or effect, where the context so requires, is called a "Material Adverse Change" or a "Material Adverse Effect"); (ii) the Company has not incurred any material liability or obligation, indirect, direct or contingent, not in the ordinary course of business nor entered into any material transaction or agreement not in the ordinary course of business ("Material Charge"); and (iii) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of capital stock or repurchase or redemption by the Company of any class of capital stock.

        (h)     Independent Accountants .    Ehrhardt Keefe Steiner & Hottman, P.C., who have expressed their opinion with respect to the financial statements (which term as used in this Agreement includes the related notes thereto) and supporting schedules filed with the Commission as a part of the Registration Statement and included in the Prospectus, are independent public or certified public accountants as required by the Securities Act.

        (i)     Preparation of the Financial Statements .    The financial statements filed with the Commission as a part of the Registration Statement and included in the Prospectus present fairly the financial position of the Company as of and at the dates indicated and the results of its operations and cash flows for the periods specified. The supporting schedules included in the Registration Statement present fairly the information required to be stated therein. Such financial statements and supporting schedules have been prepared in conformity with generally accepted accounting principles as applied in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The financial data set forth in the Prospectus under the captions "Summary Financial Information", "Selected Financial Information" and "Capitalization" fairly present the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration Statement.

        (j)     Compliance with Sarbanes-Oxley Act .    The Company is, or upon becoming subject to the Exchange Act will be, in compliance in all material respects with the provisions of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in connection therewith (the "Sarbanes-Oxley Act") that are effective and are applicable to the Company as an "issuer" as defined under the Sarbanes-Oxley Act and to which it is then subject.

        (k)     Disclosure and Internal Controls .    As of the Closing Date (as defined in Section 2(b) of this Agreement) the Company will have established disclosure controls and procedures (as such term is defined in Rules 13a-15 and 15d-15 under the 1934 Act) that (i) are designed to ensure that material information relating to the Company is known to the Company's Chief Executive Officer and its Chief Financial Officer by others within the Company, particularly during the periods in which the filings made by the Company with the Commission which it may make under the 1934 Act are being prepared; (ii) will be evaluated for effectiveness as of the end of each fiscal quarter; and (iii) are effective in all material respects to perform the functions for which they were established. The Company maintains a system of internal accounting controls sufficient to provide reasonable assurances

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that (i) transactions are executed in accordance with management's general or specific authorization; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management's general or specific authorization; and (iv) the recorded accountability for assets is compared in all material respects with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

        (l)     Subsidiaries of the Company .    The Company has no subsidiaries and does not own or control, directly or indirectly, any corporation, association or other entity.