SELECTED DEALERS AGREEMENT

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                                                                     Exhibit 1.2

                          LADENBURG THALMANN & CO. INC.
                              153 EAST 53RD STREET
                                   49TH FLOOR
                            NEW YORK, NEW YORK 10022

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                           SELECTED DEALERS AGREEMENT

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Dear Sirs:

          1. Registration under the Securities Act of 1933, as amended ("Act"),
of the 10,000,000 Units* of Geneva Acquisition Corporation ("Company"), as more
fully described in the Preliminary Prospectus, dated ______________, 2006, and
in the final prospectus ("Prospectus") which will be forwarded to you, will
become effective in the near future. We, as the Underwriters, are offering
certain of the Units for purchase by a selected group of dealers ("Selected
Dealers") on the terms and conditions stated herein.

Authorized Public Offering Price:   $6.00 per Unit.

Dealers' Selling Concession:        Not to exceed $0.__ per Unit payable upon
                                    termination of this Agreement, except as
                                    provided below. We reserve the right not to
                                    pay such concession on any of the Units
                                    purchased by any of the Selected Dealers
                                    from us and repurchased by us at or below
                                    the price stated above prior to such
                                    termination.

Reallowance:                        You may reallow not in excess of $0.__ per
                                    Unit 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 Units 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.

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*    Plus the over-allotment option available to the Underwriters to purchase up
     to an additional 1,500,000 Units.


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Delivery and Payment:               Delivery of the Units 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 Ladenburg
                                    Thalmann & Co. Inc., 153 East 53rd Street,
                                    49th Floor, New York, New York 10022 or at
                                    such other place as we shall specify on not
                                    less than one day's notice to you. Payment
                                    for the Units 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 wire transfer in
                                    Federal (same day) funds or by certified or
                                    official bank check in New York Clearing
                                    House Funds payable to the order of
                                    Ladenburg Thalmann & Co. Inc.

Termination:                        This Agreement shall terminate at the close
                                    of business on the 45th day following the