INVESTMENT MANAGEMENT TRUST AGREEMENT

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                                                                    Exhibit 10.8

                      INVESTMENT MANAGEMENT TRUST AGREEMENT

     This Agreement is made as of _______ __, 2006 by and between Geneva
Acquisition Corporation (the "COMPANY") and Continental Stock Transfer & Trust
Company ("TRUSTEE").

     WHEREAS, the Company's registration statement on Form S-1, No. 333-________
("REGISTRATION STATEMENT"), for its initial public offering of securities
("IPO") has been declared effective as of the date hereof ("EFFECTIVE DATE") by
the Securities and Exchange Commission (capitalized terms used herein and not
otherwise defined shall have the meanings set forth in the Registration
Statement); and

     WHEREAS, Ladenburg Thalmann & Co. Inc. ("LTC") is acting as the
representative of the underwriters in the IPO; and

     WHEREAS, as described in the Company's Registration Statement, and in
accordance with the Company's Certificate of Incorporation, $___________of the
gross proceeds of the IPO ($__________ if the underwriters over-allotment option
is exercised in full) will be delivered to the Trustee to be deposited and held
in a trust account for the benefit of the Company and the holders of the
Company's common stock, par value $0.0001 per share, issued in the IPO as
hereinafter provided (the amount to be delivered to the Trustee will be referred
to herein as the "PROPERTY"; the stockholders for whose benefit the Trustee
shall hold the Property will be referred to as the "PUBLIC STOCKHOLDERS," and
the Public Stockholders and the Company will be referred to together as the
"BENEFICIARIES"); and

     WHEREAS, a portion of the Property consists of $1,350,000 attributable to
underwriting discounts and commissions which LTC has agreed to deposit in the
Trust Account; and

     WHEREAS, a portion of the Property consists of $1,400,750 attributable to
the placement of warrants issued by the Company to certain of its initial
stockholders and LTC; and

     WHEREAS, the Company and the Trustee desire to enter into this Agreement to
set forth the terms and conditions pursuant to which the Trustee shall hold the
Property;

     IT IS AGREED:

     1. AGREEMENTS AND COVENANTS OF TRUSTEE. The Trustee hereby agrees and
covenants to:

          (a) Hold the Property in trust for the Beneficiaries in accordance
with the terms of this Agreement, in a segregated trust account ("TRUST
ACCOUNT") established by the Trustee at a branch of JPMorgan Chase Bank, N.A.
and utilizing a broker selected by the Trustee;

          (b) Manage, supervise and administer the Trust Account subject to the
terms and conditions set forth herein;

          (c) In a timely manner, upon the instruction of the Company, to invest
and reinvest the Property in United States "government securities" within the
meaning of Section 2(a)(16) of the Investment Company Act of 1940 having a
maturity of one hundred and eighty days or less, and/or in any open ended
investment company registered under the Investment Company Act of 1940 that
holds itself out as a money market fund selected by the Company meeting the
conditions of paragraphs (c)(2), (c)(3) and (c)(4) of Rule 2a-7 promulgated
under the Investment Company Act of 1940, as determined by the Company;

          (d) Collect and receive, when due, all principal and income arising
from the Property, which shall become part of the "Property," as such term is
used herein;

          (e) Notify the Company of all communications received by it with
respect to any Property requiring action by the Company;

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          (f) Supply any necessary information or documents as may be requested
by the Company in connection with the Company's preparation of the tax returns
for the Trust Account;

          (g) Participate in any plan or proceeding for protecting or enforcing
any right or interest arising from the Property if, as and when instructed by
the Company and/ or LTC to do so;

          (h) Render to the Company and to LTC, and to such other person as the
Company may instruct, monthly written statements of the activities of and
amounts in the Trust Account reflecting all receipts and disbursements of the
Trust Account;

          (i) Commence liquidation of the Trust Account only after and promptly
after receipt of, and only in accordance with, the terms of a letter
("Termination Letter"), in a form substantially similar to that attached hereto
as either Exhibit A or Exhibit B hereto, signed on behalf of the Company by its
President or Chairman of the Board and Secretary or Assistant Secretary and
affirmed by a majority of its Board of Directors, and complete the liquidation
of the Trust Account and distribute the Property in the Trust Account only as
directed in the Termination Letter and the other documents referred to therein;
PROVIDED, HOWEVER, that in the event that a Termination Letter has not been
received by the Trustee by the 24-month anniversary of the effective date of the
Registration Statement ("Last Date"), the Trust Account shall be liquidated in
accordance with the procedures set forth in the Termination Letter attached as
Exhibit B hereto and distributed to the stockholders of record on the record
date established by the Company for such purpose. The Company shall set the
record date to be within ten days of the Last Date, or as soon thereafter as
reasonably practicable and legally permissible. In all cases, the Trustee shall
provide Ladenburg with a copy of any Termination Letters and/or any other
correspondence that it receives with respect to any proposed withdrawal from the
Trust Account promptly after it receives same. The provisions of this Section
1(i) may not be modified, amended or deleted under any circumstances.

     2. LIMITED DISTRIBUTIONS OF INCOME FROM TRUST ACCOUNT.

          (a) Upon written request from the Company, which may be given from
time to time in a form substantially similar to that attached hereto as Exhibit
C, the Trustee shall distribute to the Company the amount requested by the
Company to cover any income or franchise tax obligation owed by the Company; and

          (b) Upon written request from the Company, which may be given from
time to time in a form substantially similar to that attached hereto as Exhibit
D, the Trustee shall distribute to the Company the amount requested by the
Company to cover expenses related to investigating and selecting a target
business and other working capital requirements; provided, however, that the
aggregate amount of all such distributions shall not exceed $1,600,000.

          (c) The limited distributions referred to in Sections 2(a) and 2(b)
above shall be made only from income collected on the Property. Except as
provided in Section 2(a) and 2(b) above, no other distributions from the Trust
Account shall be permitted except in accordance with Section 1(i) hereof.

     3. AGREEMENTS AND COVENANTS OF THE COMPANY. The Company hereby agrees and
covenants to:

          (a) Give all instructions to the Trustee hereunder in writing, signed
by the Company's Chief Executive Officer, President, Chief Operating Officer or
Chairman of the Board. In addition, except with respect to its duties under
paragraph 1(i) above, the Trustee shall be entitled to rely on, and shall be
protected in relying on, any verbal or telephonic advice or instruction which it
in good faith believes to be given by any one of the persons authorized above to
give written instructions, provided that the Company shall promptly confirm such
instructions in writing;

          (b) Hold the Trustee harmless and indemnify the Trustee from and
against, any and all expenses, including reasonable counsel fees and
disbursements, or loss suffered by the Trustee in connection with any action,
suit or other proceeding brought against the Trustee involving any claim, or in
connection with any claim or demand which in any way arises out of or relates to
this Agreement, the services of the Trustee hereunder, or the Property or any
income earned from investment of the Property, except for expenses and losses
resulting from the Trustee's

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gross negligence or willful misconduct. Promptly after the receipt by the
Trustee of notice of demand or claim or the commencement of any action, suit or
proceeding, pursuant to which the Trustee intends to seek indemnification under
this paragraph, it shall notify the Company in writing of such claim
(hereinafter referred to as the "INDEMNIFIED CLAIM"). The Trustee shall have the
right to conduct and manage the defense against such Indemnified Claim,
provided, that the Trustee shall obtain the consent of the Company with respect
to the selection of counsel, which consent shall not be unreasonably withheld.
The Company may participate in such action with its own counsel;

          (c) Pay the Trustee an initial acceptance fee of $1,000 and an annual
fee of $3,000 plus an income distribution processing fee of $250 (it being
expressly understood that the Property shall not be used to pay such fee),
except that the monthly income distribution processing fee may be deducted from
the monthly distributions allowed under Sections 2(a) and 2(b)). The Company
shall pay the Trustee the initial acceptance fee and first year's fee at the
consummation of the IPO and thereafter on the anniversary of the Effective Date.
The Trustee shall refund to the Company the fee (on a pro rata basis) with
respect to any period after the liquidation of the Trust Fund. The Company shall
not be responsible for any other fees or charges of the Trustee except as may be
provided in paragraph 2(b) hereof (it being expressly understood that the
Property shall not be used to make any payments to the Trustee under such
paragraph); and

          (d) In connection with any vote of the Company's stockholders
regarding a Business Combination, provide to the Trustee an affidavit or
certificate of a firm regularly engaged in the business of soliciting proxies
and/or tabulating stockholder votes (which firm may be the Trustee) verifying
the vote of the Company's stockholders regarding such Business Combination.

     4. LIMITATIONS OF LIABILITY. The Trustee shall have no responsibility or
liability to:

          (a) Take any action with respect to the Property, other than as
directed in paragraph 1 hereof and the Trustee shall have no liability to any
party except for liability arising out of its own gross negligence or willful
misconduct;

          (b) Institute any proceeding for the collection of any principal and
income arising from, or institute, appear in or defend any proceeding of any
kind with respect to, any of the Property unless and until it shall have
received instructions from the Company given as provided herein to do so and the
Company shall have advanced or guaranteed to it funds sufficient to pay any
expenses incident thereto;

          (c) Change the investment of any Property, other than in compliance
with paragraph 1(c);

          (d) Refund any depreciation in principal of any Property;

          (e) Assume that the authority of any person designated by the Company
to give instructions hereunder shall not be continuing unless provided otherwise
in such designation, or unless the Company shall have delivered a written
revocation of such authority to the Trustee;

          (f) The other part