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                                                                    Exhibit 10.6

                                        June 22, 2006

Geneva Acquisition Corporation
One Boston Place, Suite 3630
Boston, Massachusetts 02108

Ladenburg Thalmann & Co. Inc.
153 East 53rd Street, 49th Floor
New York, New York 10022

     Re: Initial Public Offering
         -----------------------

Gentlemen:

     The undersigned stockholder and director of Geneva Acquisition Corporation
("Company"), in consideration of Ladenburg Thalmann & Co. Inc. ("Ladenburg")
entering into a letter of intent ("Letter of Intent") to underwrite an initial
public offering of the securities of the Company ("IPO") and embarking on the
IPO process, hereby agrees as follows (certain capitalized terms used herein are
defined in paragraph 14 hereof):

1.   If the Company solicits approval of its stockholders of a Business
Combination, the undersigned will vote all Insider Shares owned by him in
accordance with the majority of the votes cast by the holders of the IPO Shares.

2.   In the event that the Company fails to consummate a Business Combination
within 24 months from the effective date ("Effective Date") of the registration
statement relating to the IPO, the undersigned will (i) cause the Trust Fund (as
defined in the Letter of Intent) to be liquidated and distributed to the holders
of IPO Shares and (ii) take all reasonable actions within his power to cause the
Company to liquidate as soon as reasonably practicable. The undersigned hereby
waives any and all right, title, interest or claim of any kind in or to any
distribution of the Trust Fund and any remaining net assets of the Company as a
result of such liquidation with respect to his Insider Shares ("Claim") and
hereby waives any Claim the undersigned may have in the future as a result of,
or arising out of, any contracts or agreements with the Company and will not
seek recourse against the Trust Fund for any reason whatsoever. In the event
of the liquidation of the Trust Fund, the undersigned agrees to indemnify and
hold harmless the Company against any and all loss, liability, claims, damage
and expense whatsoever (including, but not limited to, any and all legal or
other expenses reasonably incurred in investigating, preparing or defending
against any litigation, whether pending or threatened, or any claim
whatsoever) which the Company may become subject as a result of any claim by
any vendor or other person who is owed money by the Company for services
rendered or products sold or contracted for, or by any target business, but
only to the extent necessary to ensure that such loss, liability, claim,
damage or expense does not reduce the amount in the Trust Fund.

3.   In order to minimize potential conflicts of interest which may arise from
multiple affiliations, the undersigned agrees to present to the Company for its
consideration, prior to presentation to any other person or entity, any suitable
opportunity to acquire an operating business (meaning the acquisition of at
least a majority interest in an operating business) which may reasonably be
required to be presented to the Company under Delaware Law, until the earlier of
the consummation by the Company of a Business Combination, the liquidation of
the Company or until such time as the undersigned ceases to be an officer or
director of the Company, subject to any pre-existing fiduciary and contractual
obligations the undersigned might have.

4.   The undersigned acknowledges and agrees that the Company will not
consummate any Business Combination which involves a company which is affiliated
with any of the Insiders unless the Company obtains an opinion from an
independent investment banking firm reasonably

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Geneva Acquisition Corporation
Ladenburg Thalmann & Co. Inc.
June 22, 2006
Page 2


acceptable to Ladenburg that the business combination is fair to the Company's
stockholders from a financial perspective.

5.   Neither the undersigned, any member of the family of the undersigned,
nor any affiliate ("Affiliate") of the undersigned will be entitled to
receive and will not accept any compensation for services rendered to the
Company prior to or in connection with the consummation of the Business
Combination; provided that the undersigned shall be entitled to reimbursement
from the Company for his out-of-pocket expenses incurred in connection with
seeking and consummating a Business Combination.

6.   Neither the undersigned, any member of the family of the undersigned, nor
any Affiliate of the undersigned will be entitled to receive or accept a
finder's fee or any other compensation in the event the undersigned, any member
of the family of the undersigned or any Affiliate of the undersigned originates
a Business Combination.

7.   The undersigned will escrow all of his Insider Shares acquired prior to the
IPO until six months after the Company consummates a Business Combination,
subject to the terms of a Stock Escrow Agreement which the Company will enter
into with the undersigned and an escrow agent acceptable to the Company.

8.   The undersigned agrees to be a Director of the Company until the earlier of
the consummation by the Company of a Business Combination or the liquidation of
the Company. The undersigned's biographical information furnished to the Company
and Ladenburg and attached hereto as Exhibit A is true and accurate in all
respects, does not omit any material information with respect to the
undersigned's background and contains all of the information required to be
disclosed pursuant to Item 401 of Regulation S-K, promulgated under the
Securities Act of 1933. The undersigned's Questionnaire furnished to the Company
and Ladenburg and annexed as Exhibit B hereto is true and accurate in all
respects. The undersigned represents and warrants that:

          a.   he is not subject to, or a respondent in, any legal action for,
               any injunction, cease-and-desist order or order or stipulation to
               desist or refrain from any act or practice relating to the
               offering of securities in any jurisdiction;

          b.   he has never been convicted of or pleaded guilty to any crime (i)
               involving any fraud or (ii) relating to any financial transaction
               or handling of funds of another person, or (iii) pertaining to
               any dealings in any securities and he is not currently a
               defendant in any such criminal proceeding; and

          c.   he has never been suspended or expelled from membership in any
               securities or commodities exchange or association or had a
               securities or commodities license or registration denied,
               suspended or revoked.

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Geneva Acquisition Corporation
Ladenburg Thalmann & Co. Inc.
June 22, 2006
Page 3


9.   The undersigned has full right and power, without violating any agreement
by which he is bound, to enter into this letter agreement and to serve as a
Director of the Company.

10.  The undersigned hereby waives his right to exercise conversion rights with
respect to any shares of the Company's common stock owned or to be owned by the
undersigned, directly or indirectly, and agrees that he will not seek conversion
with respect to such shares in connection with any vote to approve a Business
Combination.

11.  The undersigned hereby agrees to not propose, or vote in favor of, an
amendment to the Company's Certificate of Incorporation to extend the period of
time in which the Company must consummate a Business Combination prior to its
liquidation. Should such a proposal be put before stockholders other than
through actions by the undersigned, the undersigned hereby agrees to vote
against such proposal. This paragraph may not be modified or amended under any
circumstances.

12.  The undersigned authorizes any employer to release such information as is
necessary to verify the accuracy of the biographical information in the
prospectus, and any consumer credit reporting agency to release to Ladenburg and
its legal representatives or agents (including any investigative search firm
retained by Ladenburg) any information it may have about the undersigned's
credit history (collectively with the information regarding employment history
references above, the "Information"). Neither Ladenburg nor its agents shall be
violating the undersigned's right of privacy in any manner in requesting and
obtaining the Information and the undersigned hereby releases them from
liability for any damage whatsoever in that connection.

13.  This letter agreement shall be governed by and construed and enforced in
accordance with the laws of the State of New York, without giving effect to
conflicts of law principles that would result in the application of the
substantive laws of another jurisdiction.

14.  As used herein, (i) a "Business Combination" shall mean an acquisition by
merger, capital stock exchange, asset or stock acquisition, reorganization or
otherwise, of an operating business; (ii) "Insiders" shall mean all officers,
directors and stockholders of the Company immediately prior to the IPO; (iii)
"Insider Shares" shall mean all of the shares of Common Stock of the Company
acquired by an Insider prior to the IPO or privately from the Company
simultaneously with the IPO; and (iv) "IPO Shares" shall mean the shares of
Common Stock issued in the Company's IPO.

Vincent T. Pica, II
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Print Name of Insider


/s/ VINCENT T. PICA, II
-------------------------------------
Signature