SELECTED DEALERS AGREEMENT

                                                                     EXHIBIT 1.2

                            SUNRISE SECURITIES CORP.
                              641 LEXINGTON AVENUE
                                   25TH 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 30,000,000 Units* of International Metal Enterprises, Inc.
("Company"), as more fully described in the Preliminary Prospectus, dated
_______, 2005, 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.

Delivery and Payment:                Delivery of the Units shall be made on or
                                     about            , 2005 or such later date
                                     as we may advise on not less than one
                                     day's notice to you, at the office of
                                     Sunrise Securities Corp., 641 Lexington
                                     Avenue, 25th 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 or a certified or official bank
                                     check in New York Clearing House Funds
                                     payable to the order of Sunrise Securities
                                     Corp.

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* Plus the over-allotment option available to the Underwriters to purchase up to
an additional 4,500,000 Units.

                                       1


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 Units purchased by you hereunder are to be
offered by you to the public at the public offering price, except as herein
otherwise provided and except that a reallowance from such public offering price
not in excess of the amount 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 Units at the public offering price
and will abide by the condition