


                                                          EXHIBIT 1.1

                     JANNEY MONTGOMERY SCOTT INC.
                     NOLAN SECURITIES CORPORATION



April 22, 1998


Energy Conversion Devices, Inc.
1675 West Maple Road
Troy, Michigan 48084
Attention: Stanford R. Ovshinsky


      Re:   Proposed Limited Public Offering on Form S-3


Ladies and Gentlemen:

            We are pleased to confirm the engagement of Janney  Montgomery Scott
Inc. ("JMS") and Nolan Securities  Corporation  ("Nolan") as co-placement agents
on a "best efforts" basis with respect to the proposed  limited public  offering
(the "Offering") by Energy Conversion Devices,  Inc. ("ECD" or the "Company") of
up to 2 million units  ("Units")  comprised of 2 million shares of the Company's
common stock,  $.01 par value (the "Shares") and 2 million  warrants to purchase
shares of the Company's common stock $.01 par value (the  "Warrants")  solely to
persons who are "qualified institutional buyers" as such term is defined in Rule
144A under the Securities Act.

A.    REGISTRATION STATEMENT

          1. The Units  (including  the  shares of the  Company's  common  stock
issuable upon exercise of the Warrants) will be registered  under the Securities
Act of 1933, as amended (the  "Securities  Act"),  and the Rules and Regulations
promulgated  thereunder,  pursuant  to a  registration  statement  on  Form  S-3
("Registration Statement") or other applicable form, to be prepared and filed by
the Company with the Securities and Exchange Commission (the "Commission").

          2. The Registration  Statement and any amendment thereto ("Amendment")
or other papers or  instruments  relating to the proposed  Offering shall not be
filed with the Commission unless satisfactory, in form and substance, to JMS and
Nolan  and  their  respective  counsel.  JMS and Nolan  shall be  provided  with
sufficient copies of the proposed Registration Statement,


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related  Preliminary and Final  Prospectuses and all Exhibits thereto  necessary
for their approval prior to filing with the Commission or  dissemination  to any
party.

B.    BEST EFFORTS PLACEMENT; NO MINIMUM AMOUNT OF UNITS TO
      BE SOLD

            1.  JMS  and  Nolan  shall  act as  co-placement  agents  on a "best
efforts"  basis to sell for the account of the Company up to 2 million  Units to
persons who are "qualified institutional buyers" as such term is defined in Rule
144A under the Securities Act. No minimum number of Units is required to be sold
pursuant to the Offering for the closing to take place.

            2. For acting as placement agents, JMS and Nolan shall receive a fee
equal to six percent  (6%) of the gross  proceeds of the Units sold,  payable to
the order of JMS. In addition,  as set forth in greater  detail  below,  JMS and
Nolan shall receive reimbursement of expenses and JMS shall receive warrants, at
$.01 per warrant, to purchase units identical to the Units. The fee provided for
herein will not apply to any proceeds  received by the Company from  exercise of
the Warrants.


C.    PRICING

            The  offering  price of the Units  (the "Per Unit  Offering  Price")
shall be determined by negotiation by and among the Company,  JMS, Nolan and the
purchasers of the Units based on the closing bid price of the  Company's  common
stock on the Nasdaq  National  Market on the closing date of the  Offering  (the
"Closing Date").


D.    WARRANTS.

            The  Warrants  shall  entitle the holders to purchase  shares of the
Company's  common stock at an exercise  price per share equal to 135% of the Per
Unit Offering  Price on or prior to January 31, 2000,  and at an exercise  price
per share equal to 155% of the Per Unit  Offering  Price at any time  thereafter
and until expiration of the Warrants on July 31, 2001.


E.    EXPENSES OF THE OFFERING

          1.  Irrespective of whether the Offering is  consummated,  the Company
shall  be  responsible  for  and  pay  all  reasonable   expenses  directly  and
necessarily  incurred  in  connection  with  the  offering,  including,  without
limitation:

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      (a)   the fees, costs and expenses of the Company's accountants and
            attorneys;

      (b)   the costs of preparing,  delivering  and filing with the  Commission
            the  Registration  Statement,  Preliminary  and Final  Prospectuses,
            Exhibits and related  documents and all amendments  and  supplements
            thereto;  and the costs of delivering  all such documents to JMS and
            Nolan in such reasonable quantities as they may request;

      (c)   the cost of preparing and delivering  certificates  representing the
            Units;

      (d)   the cost and  expenses,  including  legal fees,  of  registering  or
            qualifying the Units for offer and sale under the securities or Blue
            Sky laws of the  various  states in which  JMS and  Nolan  intend to
            offer and sell the Units;

      (e)   NASD filing fees, if any;

      (f)   the fees and  expenses of the  Transfer  Agent and  Registrar of the
            Company's common stock;

      (g)   the fees and expenses of the Warrant Agent for the Warrants;

      (h)   the  reasonable  fees and expenses of legal counsel to JMS and Nolan
            incurred in connection with the Offering;

      (i)   the Company's  own expenses for roadshows and tombstone  advertising
            expenses; and

      (j)   any other  usual  and  customary  expenses  in  connection  with the
            foregoing.

                  The  expenses  of JMS and  Nolan  will be  billed on a monthly
basis and the Company's  reimbursement  obligation  for such expenses  shall not
exceed an  aggregate  of $100,000,  inclusive  of legal fees.  JMS  acknowledges
receipt of an advance against expenses in the amount of $25,000.



F.    JMS AND NOLAN WARRANTS; REGISTRATION RIGHTS


                 At the Closing  Date,  the Company will issue to JMS and Nolan,
or their designees,  warrants (the "Placement Agent Warrants") to purchase units
identical to the Units in an amount equal to four percent (4%) of


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the Units sold in the Offering.  The Placement  Agent Warrants shall expire five
(5) years from the effective date of the Registration Statement and shall be
exercisable commencing one year from the Closing Date, from time to time,  in
whole or in part, prior to the expiration date at an exercise price per unit
equal to one hundred thirty percent (130%) of the Per Unit Offering Price.

               At the written  request of JMS at any time  during the  four-year
exercisable  period,  the Company,  on one occasion,  shall promptly prepare and
file with the Commission a registration  statement (or post-effective  amendment
to the  Registration  Statement) and such other  documents as, in the opinion of
counsel to the Company and counsel to JMS,  shall be required to permit a public
offering  of the  securities  issuable  upon  exercise  of the  Placement  Agent
Warrants and shall use its  reasonable  best efforts to cause such  registration
statement to be declared effective as promptly as possible.  Notwithstanding the
foregoing, ECD may postpone for up to 90 days the filing or the effectiveness of
a registration  statement for a demand  registration if ECD determines that such
demand  registration  would  reasonably be expected to have an adverse effect on
any  proposal  or  plan  by ECD or any of  its  subsidiaries  to  engage  in any
acquisition  or  disposition  of assets  (other than in the  ordinary  course of
business),   merger,   consolidation,   tender  offer,  joint  venture,  license
arrangement or similar transaction. The Company shall pay the initial $15,000 of
the related  fees and  expenses,  other than the fees and expenses of counsel to
JMS and any underwriting or selling  commissions,  and JMS shall pay the excess,
if any, of such fees and expenses.

            After the  Closing  Date,  in the event the  Company  determines  to
register any of its securities  pursuant to a registration  statement filed with
the  Commission  other than on Form S-4 or Form S-8,  the Company will so notify
JMS and Nolan in writing  and JMS and Nolan  shall  have the right,  exercisable
within 30 days  after  such  written  notice,  to  request  that the  securities
issuable  upon  exercise  of the  Placement  Agent  Warrants be included in such
registration statement, which the Company shall so include;  provided,  however,
that if the managing  underwriters of an underwritten public offering advise the
Company that in their  opinion the  securities  requested  for  inclusion by JMS
and/or  Nolan  could  not be  sold in an  orderly  manner  in such  underwritten
offering within a price range acceptable to the Company, then the holders of the
Placement   Agent  Warrants  shall  agree,  at  the  request  of  such  managing
underwriters, not to offer for sale, sell or otherwise dispose of the securities
so  registered  for a period  beginning  seven  days prior to and ending 90 days
after the effective date of the underwritten offering.

            The Company  shall  indemnify  and hold  harmless the holders of the
Placement  Agent  Warrants  whose  securities  are  included  in a  registration
statement filed pursuant to this Section to the identical extent as JMS and


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Nolan are  indemnified  under  Section G hereunder and the Company shall provide
such holders with a written agreement to such effect upon request.

G.    INDEMNIFICATION


            The Company  agrees to indemnify  and hold harmless JMS and/or Nolan
and each  person,  if any,  who  controls JMS and/or Nolan within the meaning of
either Section 15 of the Securities Act or Section 20 of the Securities Exchange
Act of 1934,  as amended  (the  "Exchange  Act"),  from and  against any and all
losses,  claims,  damages and liabilities  (including,  without limitation,  any
legal or other  expenses  reasonably  incurred  by JMS and/or  Nolan or any such
controlling person in connection with defending or investigating any such action
or claim)  caused by any untrue  statement  or  alleged  untrue  statement  of a
material fact contained in the Registration  Statement or any amendment thereof,
any  preliminary or final  prospectus (as amended or supplemented if the Company
shall have furnished any amendments or  supplements  thereto),  or caused by any
omission or alleged  omission to state  therein a material  fact  required to be
stated  therein or  necessary  to make the  statements  therein not  misleading,
except insofar as such losses,  claims, damages or liabilities are caused by any
such untrue  statement or omission or alleged untrue statement or omission based
upon  information  relating to JMS and/or Nolan and  furnished to the Company in
writing by JMS and/or Nolan expressly for use therein.

            JMS and Nolan agree to indemnify and hold harmless the Company,  its
directors,  its officers who sign the Registration Statement and each person, if
any,  who controls  the Company  within the meaning of either  Section 15 of the
Securities  Act or  Section  20 of the  Exchange  Act to the same  extent as the
foregoing  indemnity from the Company to JMS and Nolan,  but only with reference
to the  failure  of  JMS  or  Nolan  to  comply  with  the  prospectus  delivery
requirements of the federal  securities laws in connection with the Offering and
sale of the Units or to  information  relating to JMS and/or Nolan  furnished to
the Company in writing by JMS and/or  Nolan,  as the case may be,  expressly for
use in the Registration Statement,  any preliminary or final prospectus,  or any
amendments or supplements thereto.

            In case any proceeding  (including any  governmental  investigation)
shall be instituted  involving  any person in respect of which  indemnity may be
sought pursuant to the preceding two paragraphs,  such person (the  "indemnified
party")  shall  promptly  notify the person  against whom such  indemnity may be
sought (the  "indemnifying  party") in writing and the indemnifying  party, upon
request of the indemnified party,  shall retain counsel reasonably  satisfactory
to the indemnified  party to represent the indemnified  party and any others the
indemnifying party may designate in such proceeding and shall pay the fees


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and  disbursements  of such  counsel  related  to such  proceeding.  In any such
proceeding,  the  indemnifying  party may assume  the  defense of any action the
subject  of the  first  sentence  of  this  paragraph  with  counsel  reasonably
satisfactory to the indemnified party. In addition,  any indemnified party shall
have the right to retain  its own  counsel,  but the fees and  expenses  of such
counsel  shall  be at the  expense  of such  indemnified  party  unless  (i) the
indemnifying  party and the indemnified  party shall have mutually agreed to the
retention  of such  counsel  or (ii) the named  parties  to any such  proceeding
(including any impleaded  parties) include both the  indemnifying  party and the
indemnified  party and  representation of both parties by the same counsel would
be inappropriate due to actual or potential differing interests between them. It
is  understood  that the  indemnifying  party shall not, in respect of the legal
expenses of any  indemnified  party in connection with any proceeding or related
proceedings  in the same  jurisdiction,  be liable for the fees and  expenses of
more than one  separate  firm (in  addition to any local  counsel)  for all such
indemnified  parties and that all such fees and expenses  shall be reimbursed as
they are incurred. The indemnifying party shall not be liable for any settlement
of any proceeding effected without its written consent, but if settled with such
consent or if there be a final  judgment  for the  plaintiff  not subject to any
appeals,  the indemnifying  party agrees to indemnify the indemnified party from
and against any loss or liability by reason of such  settlement or judgment.  No
indemnifying  party shall,  without the prior written consent of the indemnified
party  (which  shall  not be  unreasonably  withheld  or  delayed),  effect  any
settlement  of any  pending  or  threatened  proceeding  in respect of which any
indemnified  party is or could have been a party and  indemnity  could have been
sought hereunder by such indemnified party,  unless such settlement  includes an
unconditional  release of such  indemnified  party from all  liability on claims
that are the subject matter of such proceeding.


            If the indemnification provided for in the first or second paragraph
of this Section G is unavailable to an indemnified party, then each indemnifying
party under such  paragraph,  in lieu of  indemnifying  such  indemnified  party
thereunder,  shall  contribute to the amount paid or payable by such indemnified
party as a result of such losses,  claims,  damages or  liabilities  (i) in such
proportion as is  appropriate to reflect the relative  benefits  received by the
Company on the one hand and JMS and/or Nolan on the other hand from the offering
of the  Units or (ii) if the  allocation  provided  by  clause  (i) above is not
permitted by applicable law, in such proportion as is appropriate to reflect not
only the relative benefits referred to in clause (i) above but also the relative
fault of the  Company on the one hand and of JMS and/or  Nolan on the other hand
in connection  with the  statements  or omissions  that resulted in such losses,
claims,  damages  or  liabilities,  as  well  as any  other  relevant  equitable
considerations.  The relative  benefits  received by the Company on the one hand
and JMS and/or Nolan on the other hand in connection with the offering of the


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Units  shall be  deemed  to be in the  same  respective  proportions  as the net
proceeds from the offering of the Units (before deducting  expenses) received by
the  Company  and the fee paid to JMS and Nolan bear to the  aggregate  offering
price of the Units.  The  relative  fault of the Company on the one hand and JMS
and/or Nolan on the other hand shall be determined by references to, among other
things, whether the untrue or alleged untrue statement of a material fact or the
omission or alleged  omission to state a material  fact  relates to  information
supplied by the Company or by JMS and/or Nolan and the parties' relative intent,
knowledge,  access to information supplied by the Company or by JMS and/or Nolan
and  the  parties'  relative  intent,  knowledge,   access  to  information  and
opportunity to correct or prevent such statement or omission.


            The  Company,  JMS and  Nolan  agree  that it  would  not be just or
equitable if contribution pursuant to this Section G were determined by pro rata
allocation  or by any other method of  allocation  that does not take account of
the equitable considerations referred to in the immediately preceding paragraph.
The amount  paid or payable by an  indemnified  party as a result of the losses,
claims,  damages  and  liabilities  referred  to in  the  immediately  preceding
paragraph  shall be deemed to  include,  subject  to the  limitations  set forth
above, any legal or other expenses reasonably incurred by such indemnified party
in  connection   with   investigating   or  defending   such  action  or  claim.
Notwithstanding  the provisions of this Section G, JMS and/or Nolan shall not be
required to contribute any amount in excess of the aggregate fee paid to JMS and
Nolan by the Company. No person guilty of fraudulent  misrepresentation  (within
the  meaning of  Section  11(f) of the  Securities  Act)  shall be  entitled  to
contribution   from  any  person   who  was  not   guilty  of  such   fraudulent
misrepresentation. The remedies provided for in this Section G are not exclusive
and shall not limit any rights or remedies  which may  otherwise be available to
any indemnified party at law or in equity.


            The indemnity and contribution  provisions contained in this Section
G shall  remain  operative  and in  full  force  and  effect  regardless  of any
termination of this Agreement.



H.    DISSEMINATION OF INFORMATION

            During  the  pendency  of  the  Offering,  the  Company  agrees  and
undertakes to consult with JMS and Nolan prior to  distribution to third parties
of any financial information, news releases and/or other publicity regarding the
Company, its business or any terms of the Offering. Copies of all documents

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which the Company or its public relations  advisors intend to distribute  during
the pendency of the Offering  will be provided to JMS and Nolan for review prior
to such distribution.

I.    TERMINATION OF PLACEMENT

            In the  event  that  the  proposed  Offering  is,  for  any  reason,
terminated  prior  to the  effective  date of the  Registration  Statement,  the
Company agrees, acknowledges and undertakes to remain responsible for payment of
all expenses as provided in Section E above, limited, however, with respect to
JMS and Nolan, to their accountable out-of-pocket expenses.



J.    DUE DILIGENCE INVESTIGATION

          1. The  Company  shall  supply and  deliver to JMS and Nolan and their
respective legal counsel at their respective offices,  all information  required
to enable  them to make  such  investigation  of the  Company  and its  business
prospects as they shall desire and shall make  available to them such persons as
they deem reasonably necessary or appropriate in order to verify or substantiate
any information regarding the Company.

          2. It is  expressly  understood  and agreed that JMS,  Nolan and their
respective  legal  counsel  will be  undertaking  a  thorough  review of all the
Company's  contractual  commitments and  operational  practices and in the event
that these do not meet with the approval of JMS and/or Nolan, JMS and Nolan will
not proceed with the Offering. JMS and Nolan agree to hold in confidence and not
disclose  confidential  information  of ECD or its  affiliates  to any person or
entity without the prior written consent of ECD. For purposes of this Agreement,
confidential   information  does  not  include:  matters  of  public  knowledge;
information rightfully received by JMS and/or Nolan from a third party without a
duty of confidentiality to ECD;  information  independently  developed by JMS or
Nolan;  or  information  required by law to be disclosed  (provided that JMS and
Nolan will give ECD prior written notice of any disclosure so required).


K.    REPRESENTATIONS, WARRANTIES AND COVENANTS


            The Company hereby  represents and warrants to, and covenants  with,
JMS and Nolan as follows:

          1.      The Company will not issue any Units until the Registration
Statement has been declared effective and no stop order suspending the

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effectiveness  of  the  Registration  Statement  shall  be  in  effect,  and  no
proceedings  for such purpose  shall be pending  before or, to ECD's  knowledge,
threatened by the Commission at the time the Units are issued.

          2. (i) As of the date  that the  Units  are  issued,  each part of the
Registration  Statement,  when such part became effective,  will not contain and
each such part, as amended and supplemented, if applicable, 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,
(ii) the Registration Statement and the prospectus, as amended and supplemented,
if applicable,  will comply in all material respects with the Securities Act and
the applicable rules and regulations of the Commission  thereunder and (iii) the
prospectus,  as amended and  supplemented,  if applicable,  will not contain any
untrue  statement of a material fact or omit to state a material fact  necessary
to make the statements  therein,  in light of the circumstances under which they
were made, not misleading.

          3. The Company has been duly  incorporated,  is validly  existing as a
corporation  in  good  standing  under  the  laws  of  the  jurisdiction  of its
incorporation,  has the corporate power and authority to own its property and to
conduct its  business as  described in the  Registration  Statement  and is duly
qualified to transact  business and is in good standing in each  jurisdiction in
which the  conduct of its  business  or its  ownership  or  leasing of  property
requires  such  qualification,  except to the extent  that the  failure to be so
qualified or be in good standing would not have a material adverse effect on the
Company.

          4. The  authorized  capital stock of the Company  conforms as to legal
matters to the description thereof contained in the Registration Statement.

          5. The shares of common stock of ECD outstanding prior to the Offering
have been duly authorized and are validly issued, fully paid and non-assessable.
The Units, when issued and delivered as contemplated by this Agreement,  will be
validly  issued,  fully paid and  non-assessable  and the issuance of such Units
will not be subject to any preemptive or similar right.

          6. This Agreement has been duly authorized,  executed and delivered by
ECD.

          7. ECD shall keep effective the registration  under the Securities Act
of the  Company's  common stock  issuable upon exercise of the Warrants in order
that the holders of Warrants  shall,  upon  exercise  of the  Warrants,  receive
shares fully registered under the Securities Act upon exercise of the Warrants.


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          8. The  execution  and  delivery  by ECD of,  the  performance  of its
obligations  under, and the  consummation of the  transactions  contemplated by,
this  Agreement  will not  contravene  any provision of (i) the  certificate  or
articles of  incorporation  or by-laws of ECD or (ii)  applicable  law,  rule or
regulation  or any  agreement  or other  instrument  binding  upon  ECD,  or any
judgment,  order or decree of any  governmental  body or agency or court  having
jurisdiction   over   ECD,   and  all   consents,   approvals,   authorizations,
registrations,  filings or  qualifications  of or with any court or governmental
body or  agency of the  United  States or any  state  thereof  required  for the
execution  and  delivery by ECD of, the  performance  by ECD of its  obligations
under,  and the  consummation by ECD of the  transactions  contemplated by, this
Agreement have been or will be obtained or made and are or will be in full force
and effect,  except as may be required by state  securities  or Blue Sky laws in
connection with the offer and sale of the Units.


          9.  Each  preliminary  prospectus  filed  as part of the  Registration
Statement  or any  amendment  thereto,  or filed  pursuant to Rule 424 under the
Securities Act, will comply in all material respects with Securities Act and the
rules and regulations of the Commission thereunder.


          10. No person  is or will be  entitled,  directly  or  indirectly,  to
compensation  from the Company or any of its  affiliate for services as a finder
in connection with the Offering.


          11.  JMS and Nolan  shall have  received  such  additional  documents,
certificates,  opinions of counsel  and other  deliveries  as it may  reasonably
request  and as are  customary  to  effect  a  closing  of  the  matters  herein
contemplated.


L.    TERM OF AGREEMENT

            This  Agreement  shall  terminate:  (i) at any time upon the  mutual
agreement  of the parties;  (ii) upon notice given by ECD, JMS or Nolan,  as the
case may be, if any party material breaches any of the provisions hereof;  (iii)
upon notice given by ECD to JMS and Nolan,  if ECD determines for any reason not
to  consummate  this  Offering  on the terms and  conditions  specified  in this
Agreement and in the prospectus;  provided, however, that if ECD terminates this
Agreement  pursuant to the immediately  preceding clause (iii), ECD shall pay to
JMS and Nolan a pro rata amount of the fee specified in Section B if, during the
first twelve (12) months following the date of such termination,  ECD issues any
securities on a private- placement basis to any investor previously contacted by
either JMS or Nolan in connection with this Offering, (the


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"Investors").  For purposes of this provision, JMS and Nolan shall provide ECD
with a list of all such Investors. .

      During the first twenty four (24) months following the date of the Closing
of the Offering, if a purchaser of Units in the Offering acquires any additional
securities of ECD on a private  placement  basis from ECD, and JMS and Nolan are
not  designated  as ECD's  agent  for such  placement  or are  designated  on an
unreasonable  or unacceptable  basis,  ECD shall pay to JMS and Nolan a cash fee
equal to 3% of the gross proceeds raised thereby.


M.    LAWS AND JURISDICTION TO GOVERN

            This  Agreement  shall be construed and enforced in accordance  with
the laws of the State of New York and the parties agree to submit  themselves to
the  jurisdiction of the courts of the State of New York which shall be the sole
tribunal in which any  parties may  institute  and  maintain a legal  proceeding
against the other party arising from any dispute in this Agreement. In the event
any party  initiates  a legal  proceeding  in a  jurisdiction  other than in the
courts of the  State of New York,  the  other  party  may  assert as a  complete
defense and as a basis for  dismissal  of such legal  proceeding  that the legal
proceeding  was not initiated  and  maintained in the courts of the State of New
York in accordance with the provisions of this Section M.

N.    MISCELLANEOUS

            The  letter  dated  April  17,  1998  by  JMS  to  ECD  relating  to
arrangements  set forth herein shall terminate upon execution of this agreement,
except  that the  indemnification  provisions  contained  therein  shall  remain
operative and full force and effect with respect to acts occurring  prior to the
date of this Agreement.  The provisions of Section G shall apply with respect to
acts occurring on and after the date of this Agreement.


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            If the foregoing is  acceptable  to you,  please sign and return two
copies of this letter, retaining the original and one copy for your records.


                              Very truly yours,



                          JANNEY MONTGOMERY SCOTT INC.



                              By:  ______________________________
                                      Name:
                                     Title:



                          NOLAN SECURITIES CORPORATION



                              By:  ______________________________
                                      Name:
                                     Title:



Accepted and Agreed:

ENERGY CONVERSION DEVICES, INC.


By:  ________________________________
     Stanford R. Ovshinsky
     President

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