SELECTED DEALERS AGREEMENT

                                                                     EXHIBIT 1.2

                             EARLYBIRDCAPITAL, INC.
                               275 MADISON AVENUE
                                   SUITE 1203
                            NEW YORK, NEW YORK 10016

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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 5,000,000 Units* of KBL Healthcare Acquisition Corp. II
("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.



_____________________
* Plus the over-allotment option available to the Underwriters to purchase up to
  an additional 750,000 Units.


                                        1


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 EarlyBirdCapital, Inc., 275 Madison
                                    Avenue, Suite 1203, New York, New York
                                    10016 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 a certified or official
                                    bank check in New York Clearing House
                                    Funds payable to the order of
                                    EarlyBirdCapital, Inc.

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 conditions with respe