<PAGE>

                                                                    Exhibit 10.6

                         INTER-ATLANTIC FINANCIAL, INC.

                                 FOUNDER WARRANT
                               PURCHASE AGREEMENT


      THIS FOUNDER WARRANT PURCHASE AGREEMENT (the "Agreement") is made as of
_____________ __, 2007 between Inter-Atlantic Financial, Inc., a Delaware
company (the "Company"), on the one hand, and each of Andrew Lerner, D. James
Daras, Brett G. Baris, Robert Lichten and Frederick Hammer, or their designees,
on the other hand (collectively, the "Purchasers" or individually, a
"Purchaser"). Except as otherwise indicated herein, capitalized terms used
herein are defined in Section 10 hereof.


     WHEREAS, the Purchasers are officers and/or directors of the Company; and


     WHEREAS, in furtherance of the Company's plan to obtain funding through an
initial public offering (the "Offering") of its units (the "Units"), each Unit
consisting of one share of the Company's common stock, par value $0.0001 per
share (the "Common Stock"), and one warrant, each to purchase one share of
Common Stock (the "Warrants" or a "Unit Warrant"), and to demonstrate the
commitment of the initial stockholders of the Company to this plan, the
Purchasers desire to make an investment in the Company by purchasing 1,800,000
warrants (the "Founding Director Warrants" or a "Founding Director Warrant"),
each to purchase one share of Common Stock, on the terms and conditions
described herein; and



      WHEREAS, the consummation of this Agreement is a condition to the closing
of the Offering as described in the Underwriting Agreement (the "Underwriting
Agreement") by and between the Company and Morgan Joseph & Co., Inc. (the
"Representative"). The Underwriting Agreement is filed as an exhibit to the
Company's registration statement on Form S-1, SEC File No. 333-140690 as the
same has been and may be amended from time to time hereafter (the "Registration
Statement") and filed with the Securities and Exchange Commission (the
"Commission").


     NOW THEREFORE, in consideration of the mutual promises contained in this
Agreement and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties to this Agreement hereby agree as
follows:

     Section 1. Authorization, Purchase and Sale; Terms of the Founding Director
Warrants.


          A. Authorization of the Founding Director Warrants. The Company has
     authorized, and hereby ratifies such authorization by execution hereof, the
     issuance and sale to the Purchasers of an aggregate of 1,800,000 Founding
     Director Warrants. Each Founding Director Warrant shall upon exercise and
     payment of the exercise price specified therein entitle the holder to
     purchase one share of the Company's Common Stock.


          B. Purchase and Sale of the Founding Director Warrants. The Company
     shall sell to the Purchasers, and subject to the terms and conditions set
     forth herein, the Purchasers shall severally purchase from the Company,
     prior to the effectiveness of the Registration Statement, an aggregate of
     1,800,000 Founding Director Warrants. Each Purchaser shall purchase that
     number of the Founding Director Warrants as is set forth opposite his name
     in the table contained in Exhibit A hereto. The purchase price of each
     Founding Director Warrant shall be $1.00 per warrant (the "Purchase
     Price"), which shall be paid in immediately available funds through wire
     transfers to the trust account (the "Trust Account") to be established
     pursuant to that certain Investment Management Trust Agreement by and
     between the Company and American Stock Transfer & Trust Company
     ("American"). The Purchase Price shall be wired to the Trust Account by the
     Purchasers so as to be on deposit in the Trust Account not less than 24
     hours prior to the effectiveness of the Registration Statement. Amounts so
     received in the Trust Account shall be credited against the respective
     purchase obligations of the Purchasers as described on Exhibit A hereto.

          C. Terms of the Founding Director Warrants. The Founding Director
     Warrants shall carry rights and terms identical to those possessed by the
     Unit Warrants described in the Registration Statement, subject to the
     following exceptions: the Founding Director Warrants (i) will not be

<PAGE>

     transferable or salable by the Purchasers until such time as the Company
     has completed a Business Combination, (ii) will be non-redeemable so long
     as the Purchasers hold such warrants following their issuance by the
     Company to such Purchasers, and (iii) together with the shares of Common
     Stock underlying the Founding Director Warrants, are and will be entitled
     to registration rights under the registration rights agreement (the
     "Registration Rights Agreement") to be signed contemporaneously herewith
     between the Purchasers, the Initial Stockholders (as such term is defined
     in the Registration Statement) and the Company. The transfer restriction
     set forth in (i) above shall not apply to (a) a gift by any Purchaser to an
     immediate family member or to a trust, the beneficiary of which is a member
     of the immediate family of a Purchaser, (b) any transfer by virtue of the
     laws of descent and distribution upon death of any Purchaser, or (c) any
     transfer pursuant to a qualified domestic relations order; provided
     however, that with respect to each of the transfers described in clauses
     (a), (b) and (c) of this sentence, that prior to such transfer, each
     permitted transferee or the trustee or legal guardian for each permitted
     transferee (hereinafter collectively, "Permitted Transferees" or a
     "Permitted Transferee") agrees in writing to be bound by the terms of this
     Agreement. Should any of the Purchasers transfer or sell Founding Director
     Warrants to persons other than Permitted Transferees after the Company has
     completed a Business Combination, then such Founding Director Warrants
     shall on the date of such transfer immediately become redeemable under the
     same terms as the Unit Warrants. Except as specifically provided in this
     Agreement, the terms of the Founding Director Warrants shall in all other
     respects be as set forth in the Warrant Agreement relating to the Unit
     Warrants, dated as of ____, 2007, by and between the Company and American
     (the "Warrant Agreement"). In the event of any conflict between this
     Agreement and the Warrant Agreement, the terms and provisions of which are
     incorporated herein by reference, this Agreement shall control.



     Section 2. The Closing. The closing of the purchase and sale of the
Founding Director Warrants (the "Closing") shall take place at the offices of
Morgan Joseph & Co., Inc. prior to the effectiveness of the Registration
Statement. At the Closing, the Company shall deliver warrant certificates
evidencing the Founding Director Warrants to be purchased by the Purchasers
hereunder, registered in each Purchaser's name, upon the payment of the
aggregate purchase price therefor, by wire transfer of immediately available
funds to the Trust Account.


     Section 3. Representations and Warranties of the Company. As a material
inducement to the Purchasers to enter into this Agreement and purchase the
Founding Director Warrants, the Company hereby represents and warrants that:


          A. Organization and Corporate Power. The Company is a corporation duly
     organized, validly existing and in good standing under the laws of the
     State of Delaware and is qualified to do business in every jurisdiction in
     which the failure to so qualify would reasonably be expected to have a
     material adverse effect on the financial condition, operating results or
     assets of the Company. The Company possesses all requisite corporate power
     and authority necessary to carry out the transactions contemplated by this
     Agreement.


          B. Authorization; No Breach.

               (i) The execution, delivery and performance of this Agreement to
          which the Company is a party will have been duly authorized by the
          Company as of the Closing upon the approval hereof by the Company and
          its Board of Directors. This Agreement constitutes a valid and binding
          obligation of the Company, enforceable in accordance with its terms
          upon its execution.

               (ii) The execution and delivery by the Company of this Agreement,
          the sale and issuance of the Founding Director Warrants hereunder, the
          issuance of the Common Stock upon exercise of the Founding Director
          Warrants (except, with respect thereto, any filings required under
          Federal or state securities laws or issuance of one or more legal
          opinions in form and content reasonably satisfactory to the Company
          pertaining to the availability of one or more exemptions with respect
          to the issuance of the Founding Director Warrants under applicable
          securities laws) and the fulfillment of and compliance with the
          respective terms hereof and thereof by the Company, do not and will
          not as of the Closing (i) conflict with or result in a

<PAGE>

          breach of the terms, conditions or provisions of, (ii) constitute a
          default under, (iii) result in the creation of any lien, security
          interest, charge or encumbrance upon the Company's capital stock or
          assets pursuant to, (iv) result in a violation of, or (v) require any
          authorization, consent, approval, exemption or other action by or
          notice or declaration to, or filing with, any court or administrative
          or governmental body or agency pursuant to the Amended and Restated
          Certificate of Incorporation of the Company or the bylaws of the
          Company, or any material law, statute, rule or regulation to which the
          Company is subject, or any agreement, order, judgment or decree to
          which the Company is subject, except for any filings required after
          the date hereof under Federal or state securities laws.

          C. Title to Securities. Upon issuance in accordance with, and payment
     pursuant to, the terms hereof, the Founding Director Warrants to be
     purchased hereunder and, upon exercise of the Founding Director Warrants,
     payment of the exercise price set forth therein and conformance with the
     other provisions relating to the exercise thereto, the Common Stock
     issuable upon exercise of such Founding Director Warrants will be duly and
     validly issued, fully paid, nonassessable, and the Purchasers will have or
     receive good title to such securities, free and clear of all liens, claims
     and encumbrances of any kind, other than (a) transfer restrictions
     hereunder and under the other agreements contemplated hereby, (b) transfer
     restrictions under federal and state securities laws, and (c) liens, claims
     or encumbrances imposed due to the actions of the Purchaser.

          D. Governmental Consents. No permit, consent, approval or
     authorization of, or declaration to or filing with, any governmental
     authority is required in connection with the execution, delivery and
     performance by the Company of this Agreement, or the consummation by the
     Company of any other transactions contemplated hereby.

          E. Disclosure. (a) The Company has provided each Purchaser with a copy
     of the Registration Statement and each Amendment to the Company's
     Registration Statement, or informed each Purchaser of the filing thereof
     and instructed or requested the Purchasers to review the Registration
     Statement and each such Amendment on the Commission's website. The Company
     will provide the Purchasers with a copy of any and all amendments to the
     Registration Statement filed by the Company with the Commission prior to
     the Closing. (b) To the best of the Company's knowledge as of the date
     hereof, neither this Agreement nor the Registration Statement, taken as a
     whole, contains any untrue statement of a material fact or omits to state a
     material fact necessary to make the statements herein or therein not
     misleading in light of the circumstances in which such statements were
     made.

     Section 4. Representations, Warranties and Covenants of Purchasers. As a
material inducement to the Company to enter into this Agreement and issue and
sell the Founding Director Warrants to the Purchasers, the Purchasers hereby
severally represent, warrant and covenant to the Company (which representations,
warranties and covenants shall survive the Closing) that:

          A. Capacity and State Law Compliance. Each Purchaser is an individual
     over the age of 21 years with the legal capacity to execute and perform the
     obligations imposed on each of the Purchasers hereunder. Each Purchaser has
     engaged in the transactions contemplated by this Agreement within a state
     in which the offer and sale of the Founding Director Warrants is permitted
     under applicable securities laws. The Purchaser understands and
     acknowledges that the purchase of Common Stock on exercise of the Founding
     Director Warrants may require the registration of such Common Stock under
     Federal and/or state securities laws or the availability of an exemption
     from such registration requirements.

          B. Authorization; No Breach.

               (i) This Agreement constitutes a valid and binding obligation of
          each Purchaser, enforceable in accordance with its terms.

               (ii) The execution and delivery by Purchasers of this Agreement
          and the fulfillment of and compliance with the respective terms hereof
          by Purchasers do not and shall not as of the

<PAGE>

          Closing conflict with or result in a breach of the terms, conditions
          or provisions of any other agreement, instrument, order, judgment or
          decree to which Purchaser is subject.

          C. Investment Representations.

               (i) Each of the Purchasers is acquiring the Founding Director
          Warrants and, upon exercise thereof, the Common Stock issuable upon
          such exercise (collectively, the "Securities") for his own account,
          for investment only and not with a view towards, or for resale in
          connection with, any public sale or distribution thereof.

               (ii) Each Purchaser is an "accredited investor" as defined in
          Rule 501(a)(3) of Regulation D.

               (iii) Each Purchaser understands that the Securities are being
          offered and sold to him in reliance on specific exemptions from the
          registration requirements of United States federal and state
          securities laws and that the Company is relying in part upon the truth
          and accuracy of, and Purchaser's compliance with, the representations,
          warranties and agreements of Purchaser set forth herein in order to
          determine the availability of such exemptions and the eligibility of
          Purchaser to acquire such securities.

               (iv) Each Purchaser initiated discussions with the Company
          relating to the purchase and sale of the Securities contemplated by
          this Agreement on an unsolicited basis prior to the date of this
          Agreement. The Purchasers did not initiate such discussions, nor did
          Purchasers decide to enter into this Agreement, as a result of any
          general solicitation or general advertising within the meaning of Rule
          502(c) under the Securities Act of 1933, as amended (the "Securities
          Act"), including the filing of the Registration Statement.

               (v) Each Purchaser has been furnished with all materials relating
          to the business, finances and operations of the Company and materials
          relating to the offer and sale of the Securities which have been
          requested by Purchaser. Each Purchaser has been afforded the
          opportunity to ask questions of the other executive officers and
          directors of the Company. Each Purchaser understands that his
          investment in the Securities involves a high degree of risk. Each
          Purchaser has sought such accounting, legal and tax advice as he has
          considered necessary to make an informed investment decision with
          respect to his acquisition of the Securities. Each Purchaser has
          received and reviewed a copy of the Registration Statement, including
          without limitation, the language therein under the caption "Risk
          Factors," and signed the Registration Statement signature page in his
          capacity as an officer or director (or both) of the Company, as the
          case may be.

               (vi) Each Purchaser understands that no United States federal or
          state agency or any other government or governmental agency has passed
          on or made any recommendation or endorsement of the Securities or the
          fairness or suitability of the investment in the Securities nor have
          such authorities passed upon or endorsed the merits of the offering of
          the Securities.

               (vii) Each Purchaser understands that: (a) the Securities have
          not been and are not being registered under the Securities Act or any
          state securities laws, and may not be offered for sale, sold, assigned
          or transferred unless (A) subsequently registered thereunder or (B)
          sold in reliance on an exemption therefrom; and (b) except as
          specifically set forth in the Registration Rights Agreement, neither
          the Company nor any other person is under any obligation to register
          such securities under the Securities Act or any state securities laws
          or to comply with the terms and conditions of any exemption
          thereunder. In this regard, each Purchaser represents that he is
          familiar with Rule 144 adopted pursuant to the Securities Act, and
          understands the resale limitations imposed thereby and by the
          Securities Act. Each Purchaser is able to bear the economic risk of
          its investment in the Securities for an indefinite period of time.

               (viii) Each Purchaser is an investor in securities of companies
          in the development stage and acknowledges that he is able to fend for
          himself, has knowledge and experience in financial and business
          matters, knows of the high degree of risk associated with investments

<PAGE>

          generally and particularly investments in the securities of companies
          in the development stage such as the Company, is capable of evaluating
          the merits and risks of an investment in the Securities and is able to
          bear the economic risk of an investment in the Securities in the
          amount contemplated hereunder. Each Purchaser has adequate means of
          providing for his current financial needs and contingencies and will
          have no current or anticipated future needs for liquidity which would
          be jeopardized by the investment in the Securities. Each Purchaser can
          afford a complete loss of his investment in the Securities.

               (ix) Without in any way limiting the representations set forth
          above, the Purchasers agree not to make any disposition of all or any
          portion of the Securities unless and until:

                    (1) There is then in effect a registration statement under
               the Securities Act covering such proposed disposition and such
               disposition is made in accordance with such registration
               statement; or

                    (2)(i) The Purchaser shall have notified the Company of the
               proposed disposition and shall have furnished the Company with a
               detailed statement of the circumstances surrounding the proposed
               disposition, and (ii) if reasonably requested by the Company, the
               Purchaser shall have furnished the Company with an opinion of
               counsel, reasonably satisfactory to the Company, that such
               disposition will not require registration of such Securities
               under the Securities Act. Notwithstanding the foregoing, each
               Purchaser also understands and acknowledges that the transfer or
               exercise of the Founding Director Warrants is subject to the
               specific conditions to such transfer or exercise as outlined
               herein, as to which each Purchaser specifically assents by his
               execution hereof.


          E. No Group. By virtue of the Purchasers purchasing the Founding
     Director Warrants under this Agreement, such participation shall not be
     construed so as to make any of the Purchasers part of, or a participant in,
     a "group" as defined in Rule 13d-5 of the Exchange Act with respect to any
     securities of the Company.



          F. Rescission Right Waiver and Indemnification.


               (i) Each of the Purchasers understands and acknowledges that an
          exemption from the registration requirements of the Securities Act
          requires that there be no general solicitation of purchasers of the
          Founding Director Warrants. In this regard, if the Offering of the
          Units were deemed to be a general solicitation with respect to the
          Founding Director Warrants, the offer and sale of such Founding
          Director Warrants may not be exempt from registration and, if not, the
          Purchasers may have a right to rescind their purchases of the Founding
          Director Warrants. In order to facilitate the completion of the
          Offering and in order to protect the Company, its stockholders and the
          Trust Account from claims that may adversely affect the Company or the
          interests of its stockholders, each of the Purchasers hereby agrees to
          waive, to the maximum extent permitted by applicable law, any claims,
          right to sue or rights in law or arbitration, as the case may be, to
          seek rescission of his purchase of the Founding Director Warrants.
          Each of the Purchasers acknowledges and agrees that this waiver is
          being made in order to induce the Company to sell the Founding
          Director Warrants to the Purchasers. Each Purchaser agrees that the
          foregoing waiver of rescission rights shall apply to any and all known
          or unknown actions, causes of action, suits, claims, or proceedings
          (collectively, "Claims") and related losses, costs, penalties, fees,
          liabilities and damages, whether compensatory, consequential or
          exemplary, and expenses in connection therewith (collectively, "Losses
          and Expenses") including reasonable attorneys' and expert witness fees
          and disbursements and all other expenses reasonably incurred in
          investigating, preparing or defending against any Claims, whether
          pending or threatened, in connection with any present or future actual
          or asserted right to rescind the purchase of the Founding Director
          Warrants hereunder or relating to the purchase of the Founding
          Director Warrants and the transactions contemplated hereby.

               (ii) Each Purchaser agrees not to seek recourse against the Trust
          Account for any reason whatsoever in connection with his purchase of
          the Founding Director Warrants or any Claim that may arise now or in
          the future.

<PAGE>

               (iii) Each of the Purchasers agree to severally indemnify and
          hold harmless the Company, the Representative and the Trust Account
          against any and all Losses and Expenses whatsoever to which the
          Company, the Representative and the Trust Account may become subject
          as a result of the purchase of the Founding Director Warrants by the
          Purchasers or a Purchaser, including but not limited to any Claim by
          any Purchaser of the Founding Director Warrants, but only to the
          extent necessary to ensure that such Losses and Expenses do not reduce
          the amount in the Trust Account. To the extent that the foregoing
          several indemnification by the Purchasers may be unenforceable for any
          reason, each of the Purchasers agree to make the maximum contribution
          permissible by applicable law to the payment and satisfaction of any
          Losses and Expenses relating to Claims that may or will otherwise
          reduce the amount in the Trust Account. Any Losses and Expenses
          indemnified hereunder by the Purchasers will be paid based on the
          number of Founding Director Warrants purchased by such Purchaser
          relative to the total number of Founding Director Warrants purchased
          by all Purchasers hereunder, except to the extent that such Claims are
          brought by any of the Purchasers, in which case the foregoing
          indemnity obligation shall only be that of the Purchaser making the
          Claim, it being the understanding and agreement of the Purchasers that
          each of them shall be held harmless by the other as to any Claims,
          Losses and Expenses.


               (iv) The Purchasers acknowledge and agree that the stockholders
          of the Company, including those who purchase the Units in the
          Offering, are and shall be third-party beneficiaries of the foregoing
          provisions of Section 4G of this Agreement.



               (v) Each Purchaser agrees that to the extent any waiver of rights
          under this Section 4G is ineffective as a matter of law, each
          Purchaser has offered such waiver for the benefit of the Company as an
          equitable right that shall survive any statutory disqualification or
          bar that applies to a legal right. Each Purchaser acknowledges the
          receipt and sufficiency of consideration received from the Company
          hereunder in this regard.



     Section 5. Conditions of the Purchasers' Obligations at the Closing.


The obligation of the Purchasers to purchase and pay for the Founding Director
Warrants is subject to the fulfillment, at or before the Closing, of each of the
following conditions:

          A. Representations and Warranties. The representations and warranties
     of the Company contained in Section 3, except for those stated to be made
     as of the date hereof, shall be true and correct in all material respects
     at and as of the Closing as though then made, except to the extent of
     changes caused by the transactions expressly contemplated herein or in the
     prospectus contained in the Registration Statement.

          B. Performance. The Company shall have performed and complied with all
     agreements, obligations and conditions contained in this Agreement that are
     required to be performed or complied with by it on or before the Closing.

          C. Registration Statement. The Registration Statement shall have been
     declared effective by the Commission and the closing of the Offering shall
     take place within four business days of such effective date or, if the
     Registration Statement is declared effective before 2:00 p.m. on a business
     day, the closing of the Offering shall take place within three business
     days of such effective date.


     Section 6. Conditions of the Company's Obligations at the Closing.


The obligations of the Company to the Purchasers under this Agreement are
subject to the fulfillment on or before the Closing of each of the following
conditions:

          A. Representations and Warranties. The representations and warranties
     of Purchasers contained in Section 4 shall be true at and as of the Closing
     as though then made.

<PAGE>

          B. Performance. The Purchasers shall have performed and complied with
     all agreements, obligations and conditions contained in this Agreement that
     are required to be performed or complied with by them on or before the
     Closing.

          C. Corporate Consents. The Company shall have obtained the consent of
     its Board of Directors authorizing the execution, delivery and performance
     of this Agreement and the issuance and sale of the Founding Director
     Warrants hereunder.


     Section 7. Termination. This Agreement may or will be terminated at any
time prior to the consummation of the Closing if the Offering is not closed
within the time periods described in the Underwriting Agreement after the
Registration Statement is declared effective.



     Section 8. Survival of Representations and Warranties. All of the
representations and warranties contained herein shall survive the Closing for a
period of six (6) months except as otherwise specifically provided herein.



     Section 9. Definitions. For the purposes of this Agreement, the following
terms have the meanings set forth:





     "Business Combination" means a merger, stock exchange, asset acquisition or
similar business combination of the Company with a target business or businesses
that is its initial business combination and which meets the size, timing and
other criteria outlined in the Registration Statement.

     "Exchange Act" means the Securities Exchange Act of 1934, as amended.


     Section 10. Miscellaneous.


          A. Legends.

               (i) The certificates evidencing the Founding Director Warrants
          will include the legend set forth below, which the Purchasers have
          read and understand:


               THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER
               THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES
               LAW, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE
               DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933,
               AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN
               EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. THESE SECURITIES
               ARE ALSO SUBJECT TO INVESTMENT REPRESENTATIONS AND RESTRICTIONS
               ON TRANSFER OR SALE PURSUANT TO A PURCHASE AGREEMENT DATED AS OF
               _______ __, 2007 (THE "PURCHASE AGREEMENT") WHICH RESTRICTS THE
               TRANSFER THEREOF AS PROVIDED IN THE PURCHASE


<PAGE>


               AGREEMENT, A COPY OF WHICH CAN BE OBTAINED FROM THE ISSUER OF
               THIS CERTIFICATE AT ITS EXECUTIVE OFFICES.


               (ii) By accepting the certificates bearing the aforesaid legend,
          each Purchaser agrees, prior to any permitted transfer of the
          Securities represented by the certificates and subject to the
          restrictions contained herein, to give written notice to the Company
          expressing his desire to effect such transfer and describing briefly
          the proposed transfer. Upon receiving such notice, the Company shall
          present copies thereof to its counsel and the following provisions
          shall apply:

                    (a) subject to the transfer restrictions contained elsewhere
               in this Agreement, if, in the reasonable opinion of counsel to
               the Company, the proposed transfer of such Securities may be
               effected without registration under the Securities Act and
               applicable state securities acts, the Company shall promptly
               thereafter notify the transferring Purchaser, whereupon the
               transferring Purchaser shall be entitled to transfer such
               Securities, all in accordance with the terms of the notice
               delivered by the transferring Purchaser and upon such further
               terms and conditions as shall be required to ensure compliance
               with the Securities Act and the applicable state securities acts,
               and, upon surrender of the certificate evidencing such
               Securities, in exchange therefor, a new certificate not bearing a
               legend of the character set forth above if such counsel
               reasonably believes that such legend is no longer required under
               the Securities Act and the applicable state securities acts; and

                    (b) subject to the transfer restrictions contained elsewhere
               in this Agreement, if, in the reasonable opinion of counsel to
               the Company, the proposed transfer of such Securities may not be
               effected without registration under the Securities Act or the
               applicable state securities acts, a copy of such opinion shall be
               promptly delivered to the transferring Purchaser, and such
               proposed transfer shall not be made unless such registration is
               then in effect.

               (iii) The Company may, from time to time, make stop transfer
          notations in its records and deliver stop transfer instructions to its
          transfer agent to the extent its counsel considers it necessary to
          ensure compliance with the Securities Act and the applicable state
          securities acts.

          B. Successors and Assigns. Except as otherwise expressly provided
     herein, all covenants and agreements contained in this Agreement by or on
     behalf of any of the parties hereto shall bind and inure to the benefit of
     the respective successors and assigns of the parties hereto whether so
     expressed or not. Notwithstanding the foregoing or anything to the contrary
     herein, the parties may not assign this Agreement.

          C. Severability. Whenever possible, each provision of this Agreement
     shall be interpreted in such manner as to be effective and valid under
     applicable law, but if any provision of this Agreement is held to be
     prohibited by or invalid under applicable law, such provision shall be
     ineffective only to the extent of such prohibition or invalidity, without
     invalidating the remainder of this Agreement.

          D. Counterparts. This Agreement may be executed simultaneously in two
     or more counterparts, any one of which need not contain the signatures of
     more than one party, but all such counterparts taken together shall
     constitute one and the same Agreement.

          E. Descriptive Headings; Interpretation. The descriptive headings of
     this Agreement are inserted for convenience only and do not constitute a
     substantive part of this Agreement. The use of the word "including" in this
     Agreement shall be by way of example rather than by limitation.

          F. Governing Law. This Agreement shall for all purposes be deemed to
     be governed under and shall be construed 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.



<PAGE>

          G. Notices. All notices, demands or other communications to be given
     or delivered under or by reason of the provisions of this Agreement shall
     be in writing and shall be deemed to have been given when delivered
     personally to the recipient, sent to the recipient by reputable overnight
     courier service (charges prepaid) or mailed to the recipient by certified
     or registered mail, return receipt requested and postage prepaid. Such
     notices, demands and other communications shall be sent:

     If to the Company: Inter-Atlantic Financial, Inc.
                        400 Madison Avenue
                        New York, NY 10017
                        Attn: Andrew Lerner, CEO
                        Fax No.:

     With a copy to:    DLA Piper US LLP
                        1251 Avenue of the Americas
                        New York, New York 10023
                        Attn: William Haddad, Esq.
                        Fax No.: (212) 835-6001

     If to the Purchaser: At the address of the respective Purchaser as set
forth in the records of the Company.

or to such other address or to the attention of such other person as the
recipient party has specified by prior written notice to the sending party.

          H. No Strict Construction. The parties hereto have participated
     jointly in the negotiation and drafting of this Agreement. In the event an
     ambiguity or question of intent or interpretation arises, this Agreement
     shall be construed as if drafted jointly by the parties hereto, and no
     presumption or burden of proof shall arise favoring or disfavoring any
     party by virtue of the authorship of any of the provisions of this
     Agreement.

<PAGE>


     IN WITNESS WHEREOF, the parties hereto have executed this Warrant Purchase
Agreement on the date first written above.

                                        INTER-ATLANTIC FINANCIAL, INC.


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                        PURCHASERS



                                        ----------------------------------------
                                        Andrew S. Lerner



                                        ----------------------------------------
                                        D. James Daras


                                        ----------------------------------------
                                        Brett G. Baris




                                        ----------------------------------------
                                        Robert M. Lichten




                                        ----------------------------------------
                                        Frederick S. Hammer


<PAGE>

                                    EXHIBIT A


<TABLE>
<CAPTION>
PURCHASER          PURCHASE PRICE   NUMBER OF WARRANTS
---------          --------------   ------------------
<S>                <C>              <C>
Andrew S. Lerner
D. James Daras
Brett G. Baris
Robert M. Lichten
Frederick S. Hammer
</TABLE>