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                                                                     Exhibit 4.4

                                WARRANT AGREEMENT

     THIS WARRANT AGREEMENT is made as of [____________] [____], 2007, between
Inter-Atlantic Financial, Inc., a Delaware corporation, with offices at 400
Madison Avenue, New York, NY 10017 (the "COMPANY"), and American Stock Transfer
& Trust Company, a New York corporation, with offices at 59 Maiden Lane, Plaza
Level, New York, New York 10038 ("WARRANT AGENT").

     WHEREAS, the Company is engaged in a public offering ("PUBLIC OFFERING") of
up to 8,625,000 Units (the "PUBLIC UNITS"), consisting of one share of the
Company's common stock, par value $0.0001 per share ("COMMON STOCK") and one
warrant ("PUBLIC WARRANTS"), each of such Public Warrants evidencing the right
of the holder thereof to purchase one share of Common Stock for $6.00, subject
to adjustment as described herein;


     WHEREAS, in connection with the Public Offering, the Company has determined
to sell, issue and deliver to one of its underwriters, Morgan Joseph & Co. Inc.
("MORGAN JOSEPH," or the "Representative" and, together with [____________] the
"UNDERWRITERS"), an option (the "PURCHASE OPTION") to purchase up to 525,000
Units (the "PURCHASE OPTION UNITS," and, together with the Public Units, the
"UNITS")), each Unit consisting of one share of Common Stock and one warrant
(collectively, the "PURCHASE OPTION WARRANTS"), each of such Purchase Option
Warrants evidencing the right of the holder thereof to purchase one share of
Common Stock for $6.00, subject to adjustment as described herein;


     WHEREAS, immediately prior to the completion of the Public Offering, the
Company shall sell and issue 1,800,000 Warrants (the "PRIVATE WARRANTS"), each
of such Private Warrants evidencing the right of the holder thereof to purchase
one share of Common Stock for $6.00, subject to adjustment as described herein
(the Public Warrants, the Purchase Option Warrants and the Private Warrants are
together referred herein as "WARRANTS");


     WHEREAS, the Company has filed with the Securities and Exchange Commission
(the "COMMISSION") a Registration Statement, No. 333-140690, on Form S-1
(as amended, the "REGISTRATION STATEMENT") for the registration under the
Securities Act of 1933, as amended ("SECURITIES ACT"), of, among other
securities, the Public Units, Public Warrants and the Common Stock issuable upon
exercise of the Public Warrants;


     WHEREAS, the Company desires the Warrant Agent to act on behalf of the
Company, and the Warrant Agent is willing to so act, in connection with the
issuance, registration, transfer, exchange, redemption, exercise and
cancellation of the Warrants;

     WHEREAS, the Company desires to provide for the form and provisions of the
Warrants, the terms upon which they shall be issued and exercised, and the
respective rights, limitation of rights, and immunities of the Company, the
Warrant Agent, and the holders of the Warrants; and

     WHEREAS, all acts and things have been done and performed which are
necessary to make the Warrants, when executed on behalf of the Company and
countersigned by or on behalf of the Warrant Agent, as provided herein, the
valid, binding and legal obligations of the Company, and to authorize the
execution and delivery of this Agreement.

     NOW, THEREFORE, in consideration of the mutual agreements herein contained,
the parties hereto agree as follows:

1. Appointment of Warrant Agent. The Company hereby appoints the Warrant Agent
to act as agent for the Company with respect to the Warrants, and the Warrant
Agent hereby accepts such appointment and agrees to perform the same in
accordance with the terms and conditions set forth in this Agreement.

2. Warrants.

     2.1 Form of Warrant. Each Warrant shall be issued in registered form only,
shall be in substantially the form of Exhibit A hereto, the provisions of which
are incorporated herein and shall be signed by, or bear the facsimile signature
of, the Chairman of the Board, Chief Executive Officer, President, Chief
Financial Officer, Treasurer, Vice President, or Secretary of the Company. In
the event the person whose facsimile signature has been placed upon any

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]
Warrant shall have ceased to serve in the capacity in which such person signed
the Warrant before such Warrant is issued, it may be issued with the same effect
as if he or she had not ceased to be such at the date of issuance.

     2.2 Effect of Countersignature. Unless and until countersigned by the
Warrant Agent in accordance with this Agreement, a Warrant shall be invalid and
of no effect and may not be exercised by the holder thereof.


     2.3 Detachability of Warrants. The securities comprising the Units will not
be separately transferable until 90 days after the date hereof (the "DETACHMENT
DATE") unless the Representative informs the Company of its decision to allow
earlier separate trading, but in no event will the Representative allow separate
trading of the securities comprising the Units until the Company files a Current
Report on Form 8-K which includes an audited balance sheet reflecting the
receipt by the Company of the gross proceeds of the Public Offering including
the proceeds received by the Company from the exercise of the Underwriter's
over-allotment option, if the over-allotment option is exercised prior to the
filing of the Form 8-K, and the Underwriter's over-allotment option has either
expired or been exercised in full. The Company shall file a separate Current
Report on Form 8-K if the over-allotment option is exercised in whole or in part
after the consummation of the offering and shall include in this Form 8-K, or
amendment thereto, or in a subsequent Form 8-K, information indicating if the
Representative has allowed separate trading of shares of Common Stock and
Warrants prior to the 90th day after the date of this prospectus.


     2.4 Registration.

          2.4.1 Warrant Register. The Warrant Agent shall maintain books
     ("WARRANT REGISTER") for the registration of original issuance and the
     registration of transfer of the Warrants. Upon the initial issuance of the
     Warrants, the Warrant Agent shall issue and register the Warrants in the
     names of the respective holders thereof in such denominations and otherwise
     in accordance with instructions delivered to the Warrant Agent by the
     Company.

          2.4.1. Registered Holder. Prior to due presentment for registration of
     transfer of any Warrant, the Company and the Warrant Agent may deem and
     treat the person in whose name such Warrant shall be registered upon the
     Warrant Register ("REGISTERED HOLDER"), as the absolute owner of such
     Warrant and of each Warrant represented thereby (notwithstanding any
     notation of ownership or other writing on the Warrant Certificate made by
     anyone other than the Company or the Warrant Agent), for the purpose of any
     exercise thereof, and for all other purposes, and neither the Company nor
     the Warrant Agent shall be affected by any notice to the contrary.

3. Terms and Exercise of Warrants


     3.1 Warrant Price. Each Public Warrant, Purchase Option Warrant and Private
Warrant shall, when countersigned by the Warrant Agent, entitle the Registered
Holder thereof, subject to the provisions of (a) such Public Warrant, Purchase
Option Warrant or Private Warrant, as the case may be, and (b) this Warrant
Agreement, to purchase from the Company the number of shares of Common Stock
stated therein, at the price of $6.00 per whole share, subject to the
adjustments provided in Section 4 hereof and in the last sentence of this
Section 3.1. The term "WARRANT PRICE" as used in this Warrant Agreement refers
to the price per whole share at which Common Stock may be purchased at the time
a Warrant is exercised. The Company in its sole discretion may lower the Warrant
Price at any time prior to the Expiration Date; provided, however, that any
change in the Warrant Price must apply equally to all of the Warrants except the
Purchase Option Warrants, and provided, further, that any reduction in Warrant
Price must remain in effect for at least (20) business days.



     3.2 Duration of Warrants. A Warrant may be exercised only during the period
("EXERCISE PERIOD") commencing on the later of (a) the consummation of an
acquisition by the Company of the assets of, or control of, one or more
operating businesses through a merger, capital stock exchange, stock purchase,
asset acquisition or other similar business combination having, collectively, a
fair market value (as calculated in accordance with the requirements set forth
in the Company's Certificate of Incorporation, as amended) of at least 80% of
the Company's net assets (excluding the Underwriters' deferred discount) at the
time of such acquisition (a "BUSINESS COMBINATION"), or (b) _______________ 2008
[ONE YEAR FROM THE EFFECTIVE DATE OF THE REGISTRATION STATEMENT], and
terminating at 5:00 p.m., New York City time on the earlier to occur of (i)
_______________, 2011 [FOUR YEARS FROM THE EFFECTIVE DATE OF THE REGISTRATION
STATEMENT], or (ii) the date fixed for redemption of the Warrants as provided in
Section 6 of this Agreement (subject to extension in limited circumstances) (the
date on which the exercise period terminates, the "EXPIRATION DATE"). Except
with respect to the right to receive the Redemption Price (as set forth in
Section 6 hereunder), each Warrant not exercised on or before the Expiration
Date shall become void, and all rights thereunder and all rights in respect
thereof under this Agreement shall cease at the close of business on the


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Expiration Date. The Company in its sole discretion may extend the duration of
the Warrants by delaying the Expiration Date; provided, however, that any
extension of the duration of the Warrants must apply equally to all of the
Warrants, except that any amendment to the terms of the Purchase Option Warrants
shall be subject to any limitations and conditions that may be imposed by NASD
Corporate Financing Rule 2710. Should the Company wish to extend the Expiration
Date of the Warrants, the Company shall provide advance notice to the American
Stock Exchange as required by the American Stock Exchange.

     3.3 Exercise of Warrants.


          3.3.1. Payment. Subject to the provisions of the Warrant (including,
     but not limited to, the cashless exercise provisions applicable to the
     Private Warrants) and this Warrant Agreement, a Warrant, when countersigned
     by the Warrant Agent, may be exercised by the Registered Holder thereof by
     surrendering it, at the office of the Warrant Agent, or at the office of
     its successor as Warrant Agent, in the Borough of Manhattan, City and State
     of New York, with the subscription form, as set forth in the Warrant, duly
     executed, and by paying in full, in lawful money of the United States, in
     cash, good certified check or good bank draft payable to the order of the
     Company (or as otherwise agreed to by the Company), the Warrant Price for
     each whole share of Common Stock as to which the Warrant is exercised and
     any and all applicable taxes due in connection with the exercise of the
     Warrant, the exchange of the Warrant for the Common Stock, and the issuance
     of the Common Stock.



          3.3.2. Issuance of Certificates. As soon as practicable after the
     exercise of any Warrant and the clearance of the funds in payment of the
     Warrant Price, the Company shall issue to the Registered Holder of such
     Warrant a certificate or certificates for the number of full shares of
     Common Stock to which he is entitled, registered in such name or names as
     may be directed by him, her or it, and if such Warrant shall not have been
     exercised in full, a new countersigned Warrant for the number of shares as
     to which such Warrant shall not have been exercised. Notwithstanding the
     foregoing, the Company shall not be obligated to deliver any securities
     pursuant to the exercise of a Warrant unless a registration statement under
     the Act with respect to the Common Stock is effective.



     3.3.3. Limitations. Notwithstanding the foregoing, the Company shall not be
obligated to deliver any shares of Common Stock and shall have no obligation to
settle the Warrant exercise unless a registration statement under the Securities
Act, with respect to the Common Stock is effective and a current prospectus is
on file with the Commission. In the event that a registration statement with
respect to the Common Stock underlying a Warrant is not effective under the
Securities Act or a current prospectus is not on file with the Commission, the
holder of such Warrant shall not be entitled to exercise such Warrant.
Notwithstanding anything to the contrary in this Warrant Agreement, and other
than with respect to the cashless exercise provisions applicable to the Private
Warrants, under no circumstances will the Company be required to net cash settle
the Warrant exercise. Warrants may not be exercised by, or Common Stock issued
to, any Registered Holder in any state in which such exercise or issuance would
be unlawful. For the avoidance of doubt, as a result of this Section 3.3.3, any
or all of the Warrants may expire unexercised. In no event shall the Registered
Holder of a Warrant be entitled to receive any monetary damages if the Common
Stock underlying the Warrants have not been registered by the Company pursuant
to an effective registration statement or if a current prospectus is available
for delivery by the Warrant Agent, provided the Company has fulfilled its
obligation to use its best efforts to effect such registration and ensure a
current prospectus is available for delivery by the Warrant Agent.


     3.4 Valid Issuance. All shares of Common Stock issued upon the proper
exercise of a Warrant in conformity with this Agreement shall be validly issued,
fully paid and nonassessable.

     3.5 Date of Issuance. Each person in whose name any such certificate for
shares of Common Stock is issued shall for all purposes be deemed to have become
the holder of record of such shares on the date on which the Warrant was
surrendered and payment of the Warrant Price was made, irrespective of the date
of delivery of such certificate, except that, if the date of such surrender and
payment is a date when the stock transfer books of the Company are closed, such
person shall be deemed to have become the holder of such shares at the close of
business on the next succeeding date on which the stock transfer books are open.

4. Adjustments.

     4.1 Stock Dividends - Split-Ups. If after the date hereof, and subject to
the provisions of Section 4.7 below, the number of outstanding shares of Common
Stock is increased by a stock dividend payable in shares of Common Stock, or by
a split-up of shares of Common Stock, or other similar event, then, on the
effective date of such stock

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dividend, split-up or similar event, the number of shares of Common Stock
issuable on exercise of each Warrant shall be increased in proportion to such
increase in outstanding shares of Common Stock.

     4.2 Extraordinary Dividend. If the Company, at any time while the Warrants
are outstanding and unexpired, shall pay a dividend or make a distribution in
cash, securities or other assets to the holders of Common Stock (or other shares
of the Company's capital stock into which the Warrants are convertible), other
than (a) as described in Sections 4.1, 4.3 or 4.5, (b) regular quarterly or
other periodic dividends, (c) in connection with the conversion rights of the
holders of Common Stock upon consummation of the Company's initial Business
Combination, or (d) in connection with the Company's liquidation and the
distribution of its assets upon its failure to consummate a Business Combination
(any such non-excluded event being referred to herein as an "EXTRAORDINARY
DIVIDEND"), then the Warrant Price (other than with respect to the Purchase
Option Warrants) shall be decreased, effective immediately after the effective
date of such Extraordinary Dividend, by the amount of cash and/or the fair
market value (as determined by the Company's Board of Directors, in good faith)
of any securities or other assets paid on each share of Common Stock in respect
of such Extraordinary Dividend.


     4.3 Aggregation of Shares of Common Stock. If after the date hereof, and
subject to the provisions of Section 4.7, the number of outstanding shares of
Common Stock is decreased by a consolidation, combination, reverse stock split
or reclassification of shares of Common Stock or other similar event, then, on
the effective date of such consolidation, combination, reverse stock split,
reclassification or similar event, the number of shares of Common Stock issuable
on exercise of each Warrant shall be decreased in proportion to such decrease in
outstanding shares of Common Stock.


     4.4 Adjustments in Warrant Price. Whenever the number of shares of Common
Stock purchasable upon the exercise of the Warrants is adjusted, as provided in
Section 4.1 and 4.3 above, the Warrant Price shall be adjusted (to the nearest
cent) by multiplying such Warrant Price immediately prior to such adjustment by
a fraction (a) the numerator of which shall be the number of shares of Common
Stock purchasable upon the exercise of the Warrants immediately prior to such
adjustment, and (b) the denominator of which shall be the number of shares of
Common Stock so purchasable immediately thereafter.

     4.5 Replacement of Securities upon Reorganization, etc. In case of any
reclassification or reorganization of the outstanding shares of Common Stock
(other than a change covered by Section 4.1 or 4.3 hereof or that solely affects
the par value of such shares of Common Stock), or in the case of any merger or
consolidation of the Company with or into another corporation (other than a
consolidation or merger in which the Company is the continuing corporation and
that does not result in any reclassification or reorganization of the
outstanding shares of Common Stock), or in the case of any sale or conveyance to
another corporation or entity of the assets or other property of the Company as
an entirety or substantially as an entirety in connection with which the Company
is dissolved, the Warrant holders shall thereafter have the right to purchase
and receive, upon the basis and upon the terms and conditions specified in the
Warrants and in lieu of the shares of Common Stock of the Company immediately
theretofore purchasable and receivable upon the exercise of the rights
represented thereby, the kind and amount of shares of stock or other securities
or property (including cash) receivable upon such reclassification,
reorganization, merger or consolidation, or upon a dissolution following any
such sale or transfer, that the Warrant holder would have received if such
Warrant holder had exercised his, her or its Warrant(s) immediately prior to
such event; and if any reclassification also results in a change in shares of
Common Stock covered by Section 4.1 or 4.3, then such adjustment shall be made
pursuant to Sections 4.1, 4.3, 4.4 and this Section 4.5. The provisions of this
Section 4.5 shall similarly apply to successive reclassifications,
reorganizations, mergers or consolidations, sales or other transfers.

     4.6 Notices of Changes in Warrant. Upon every adjustment of the Warrant
Price or the number of shares issuable upon exercise of a Warrant, the Company
shall give written notice thereof to the Warrant Agent, which notice shall state
the Warrant Price resulting from such adjustment and the increase or decrease,
if any, in the number of shares purchasable at such price upon the exercise of a
Warrant, setting forth in reasonable detail the method of calculation and the
facts upon which such calculation is based. Upon the occurrence of any event
specified in Sections 4.1, 4.2, 4.3, 4.4 or 4.5, then, in any such event, the
Company shall give written notice to the Warrant holder, at the last address set
forth for such holder in the warrant register, of the record date or the
effective date of the event. Failure to give such notice, or any defect therein,
shall not affect the legality or validity of such event.

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     4.7 No Fractional Shares. Notwithstanding any provision contained in this
Warrant Agreement to the contrary, the Company shall not issue fractional shares
upon exercise of Warrants. If, by reason of any adjustment made pursuant to this
Section 4, the holder of any Warrant would be entitled, upon the exercise of
such Warrant, to receive a fractional interest in a share, the Company shall,
upon such exercise, round up to the nearest whole number the number of the
shares of Common Stock to be issued to the Warrant holder.

     4.8 Form of Warrant. The form of Warrant need not be changed because of any
adjustment pursuant to this Section 4, and Warrants issued after such adjustment
may state the same Warrant Price and the same number of shares as is stated in
the Warrants initially issued pursuant to this Agreement. However, the Company
may at any time in its sole discretion make any change in the form of Warrant
that the Company may deem appropriate and that does not affect the substance
thereof, and any Warrant thereafter issued or countersigned, whether in exchange
or substitution for an outstanding Warrant or otherwise, may be in the form as
so changed.

5. Transfer and Exchange of Warrants.

     5.1 Transfer of Warrants. Prior to the Detachment Date, the Public Warrants
may be transferred or exchanged only together with the Unit in which such
Warrant is included, and only for the purpose of effecting, or in conjunction
with, a transfer or exchange of such Unit. Furthermore, each transfer of a
Public Unit on the register relating to such Units shall operate also to
transfer the Warrants included in such Unit. From and after the Detachment Date
this Section 5.1 will have no further force and effect.

     5.2 Registration of Transfer. The Warrant Agent shall register the
transfer, from time to time, of any outstanding Warrant upon the Warrant
Register, upon surrender of such Warrant for transfer, properly endorsed with
signatures properly guaranteed and accompanied by appropriate instructions for
transfer. Upon any such transfer, a new Warrant representing an equal aggregate
number of Warrants shall be issued and the old Warrant shall be cancelled by the
Warrant Agent. The Warrants so cancelled shall be delivered by the Warrant Agent
to the Company from time to time upon request.


     5.3 Procedure for Surrender of Warrants. Warrants may be surrendered to the
Warrant Agent, together with a written request for exchange or transfer, and
thereupon the Warrant Agent shall issue in exchange therefor one or more new
Warrants as requested by the Registered Holder of the Warrants so surrendered,
representing an equal aggregate number of Warrants; provided, however, that in
the event that a Warrant surrendered for transfer bears a restrictive legend,
the Warrant Agent shall not cancel such Warrant and issue new Warrants in
exchange therefor until the Warrant Agent has received an opinion of counsel for
the Company stating that such transfer may be made and indicating whether the
new Warrants must also bear a restrictive legend.


     5.4 Fractional Warrants. The Warrant Agent shall not be required to effect
any registration of transfer or exchange which will result in the issuance of a
Warrant Certificate for a fraction of a Warrant.

     5.5 Service Charges. No service charge shall be made for any exchange or
registration of transfer of Warrants.

     5.6 Warrant Execution and Countersignature. The Warrant Agent is hereby
authorized to countersign and to deliver, in accordance with the terms of this
Agreement, the Warrants required to be issued pursuant to the provisions of this
Section 5, and the Company, whenever required by the Warrant Agent, will supply
the Warrant Agent with Warrants duly executed on behalf of the Company for such
purpose.

6. Redemption.

     6.1 Redemption. Subject to Section 6.4 hereof, not less than all of the
outstanding Warrants may be redeemed, at the option of the Company, at any time
after they become exercisable and prior to their expiration (subject to the
requirements of Section 6.2), at the office of the Warrant Agent, upon the
notice referred to in Section 6.2, at the price of $0.01 per Warrant
("REDEMPTION PRICE"), provided that the last sales price of the Common Stock on
the American Stock Exchange, or other principal market on which the Common Stock
may be traded, equals or exceeds $11.50 per share (subject to proportionate
adjustment to reflect adjustment to the Warrant Price as provided in Section
4.4) for any 20 trading days within a 30 trading day period ending three
business days prior to the date on which notice of redemption is given, and a
registration statement under the Securities Act relating to shares of Common
Stock issuable upon exercise of the Warrants is effective and expected to remain
effective to and including

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the Redemption Date (as defined below) and a prospectus relating to the shares
of Common Stock issuable upon exercise of the Warrants is available for use to
and including the Redemption Date.

     6.2 Date Fixed for, and Notice of, Redemption. In the event the Company
shall elect to redeem all of the Warrants, the Company shall fix a date for the
redemption, which date shall be prior to the expiration of the Warrants (the
"REDEMPTION DATE"). Notice of redemption shall be mailed by first class mail,
postage prepaid, by the Company not less than 30 days prior to the date fixed
for redemption to the Registered Holders of the Warrants to be redeemed at their
last addresses as they shall appear on the Warrant Register (the "REDEMPTION
NOTICE"). Any notice mailed in the manner herein provided shall be conclusively
presumed to have been duly given on the date sent whether or not the Registered
Holder received such notice.

     6.3 Exercise After Notice of Redemption. The Warrants may be exercised in
accordance with Section 3 of this Agreement at any time after the Redemption
Notice shall have been given by the Company pursuant to Section 6.2 hereof and
prior to the time and date fixed for redemption. On and after the Redemption
Date, the record holder of the Warrants shall have no further rights except to
receive, upon surrender of the Warrants, the Redemption Price.


     6.4 Outstanding Warrants Only. The Company understands that the redemption
rights provided for by this Section 6 apply only to outstanding Warrants. To the
extent a person holds rights to purchase Warrants, such purchase rights shall
not be extinguished by redemption. However, once such purchase rights are
exercised, the Company may redeem the Warrants issued upon such exercise
provided that the criteria for redemption are met. Notwithstanding the
foregoing, the Private Warrants will not be transferable or saleable by the
officer and directors holding such Private Warrants until the Company completes
a Business Combination and will be non-redeemable so long as such officers and
directors hold the Private Warrants. The provisions of this Section 6.4 may not
be modified, amended or deleted without the prior written consent of the
Representative.


7. Other Provisions Relating to Rights of Holders of Warrants.

     7.1 No Rights as Stockholder. A Warrant does not entitle the Registered
Holder thereof to any of the rights of a stockholder of the Company, including,
without limitation, the right to receive dividends, or other distributions,
exercise any preemptive rights to vote or to consent or to receive notice as
stockholders in respect of the meetings of stockholders or the election of
directors of the Company or any other matter.

     7.2 Lost, Stolen, Mutilated, or Destroyed Warrants. If any Warrant is lost,
stolen, mutilated, or destroyed, the Company and the Warrant Agent may on such
terms as to indemnity or otherwise as they may in their discretion impose (which
shall, in the case of a mutilated Warrant, include the surrender thereof), issue
a new Warrant of like denomination, tenor, and date as the Warrant so lost,
stolen, mutilated, or destroyed. Any such new Warrant shall constitute a
substitute contractual obligation of the Company, whether or not the allegedly
lost, stolen, mutilated, or destroyed Warrant shall be at any time enforceable
by anyone.

     7.3 Reservation of Common Stock. The Company shall at all times reserve and
keep available a number of its authorized but unissued shares of Common Stock
that will be sufficient to permit the exercise in full of all outstanding
Warrants issued pursuant to this Agreement.


     7.4 Registration of Common Stock. Prior to the commencement of the Exercise
Period, the Company shall use its best efforts to prepare and file with the
Commission a post-effective amendment to the Registration Statement, or a new
registration statement, for the registration under the Securities Act of, and it
shall use its best efforts to take such action as is necessary to qualify for
sale, in those states in which the Warrants were initially offered by the
Company, the shares of Common Stock issuable upon exercise of the Warrants. The
Company shall use its best efforts to cause the same to become effective on or
prior to the commencement of the Exercise Period and shall use its best efforts
to maintain the effectiveness of such registration statement and ensure that a
current prospectus is on file with the Commission until the expiration of the
Warrants in accordance with the provisions of this Agreement; provided, however,
that the Company shall not be obligated to deliver shares of Common Stock, and
shall not have penalties nor be liable to the Warrant holder for failure to
deliver shares of Common Stock pursuant to Section 3, if a registration
statement is not effective or a current prospectus is not on file with the
Commission at the time of exercise of the Warrant by the holder. For the
avoidance of doubt, the Company may be liable to a Warrant holder for failure to
fulfill its obligations to use best efforts pursuant to this Section 7.4.


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8. Concerning the Warrant Agent and Other Matters.

     8.1 Payment of Taxes. The Company will from time to time promptly pay all
taxes and charges that may be imposed upon the Company or the Warrant Agent in
respect of the issuance or delivery of shares of Common Stock upon the exercise
of Warrants, but the Company shall not be obligated to pay any transfer taxes in
respect of the Warrants or such shares.

     8.2 Resignation, Consolidation, or Merger of Warrant Agent.

          8.2.1 Appointment of Successor Warrant Agent. The Warrant Agent, or
     any successor to it hereafter appointed, may resign its duties and be
     discharged from all further duties and liabilities hereunder after giving
     sixty (60) days' prior written notice to the Company. If the office of the
     Warrant Agent becomes vacant by resignation or incapacity to act or
     otherwise, the Company shall appoint in writing a successor warrant agent
     in place of the Warrant Agent. If the Company shall fail to make such
     appointment within a period of 30 days after it has been notified in
     writing of such resignation or incapacity by the Warrant Agent or by the
     holder of the Warrant (who shall, with such notice, submit his Warrant for
     inspection by the Company), then the holder of any Warrant may apply to the
     Supreme Court of the State of New York for the County of New York for the
     appointment of a successor Warrant Agent at the Company's cost.

     Any successor warrant agent, whether appointed by the Company or by such
     court, shall be a corporation organized and existing under the laws of the
     State of New York, in good standing and having its principal office in the
     Borough of Manhattan, City and State of New York, and authorized under such
     laws to exercise corporate trust powers and subject to supervision or
     examination by federal or state authority. After appointment, any successor
     warrant agent shall be vested with all the authority, powers, rights,
     immunities, duties, and obligations of its predecessor warrant agent with
     like effect as if originally named as warrant agent hereunder, without any
     further act or deed; but if for any reason it becomes necessary or
     appropriate, the predecessor warrant agent shall execute and deliver, at
     the expense of the Company, an instrument transferring to such successor
     warrant agent all the authority, powers, and rights of such predecessor
     warrant agent hereunder; and upon request of any successor warrant agent
     the Company shall make, execute, acknowledge, and deliver any and all
     instruments in writing for more fully and effectually vesting in and
     confirming to such successor warrant agent all such authority, powers,
     rights, immunities, duties, and obligations.

          8.2.1 Notice of Successor Warrant Agent. In the event a successor
     warrant agent shall be appointed, the Company shall give notice thereof to
     the predecessor warrant agent and the transfer agent for the Common Stock
     not later than the effective date of any such appointment.

          8.2.1 Merger or Consolidation of Warrant Agent. Any corporation into
     which the Warrant Agent may be merged or with which it may be consolidated
     or any corporation resulting from any merger or consolidation to which the
     Warrant Agent shall be a party shall be the successor warrant agent under
     this Agreement without any further act.

     8.3 Fees and Expenses of Warrant Agent.

          8.3.1 Remuneration. The Company agrees to pay the Warrant Agent
     $[_____] per month for its services as Warrant Agent hereunder and will
     reimburse the Warrant Agent upon demand for all expenditures that the
     Warrant Agent may reasonably incur in the execution of its duties
     hereunder.

          8.3.1 Further Assurances. The Company agrees to perform, execute,
     acknowledge, and deliver or cause to be performed, executed, acknowledged,
     and delivered all such further acts, instruments, and assurances as may
     reasonably be required by the Warrant Agent for the carrying out or
     performing of the provisions of this Agreement.

     8.4 Liability of Warrant Agent.

          8.4.1 Reliance on Company Statement. Whenever in the performance of
     its duties under this Warrant Agreement, the Warrant Agent shall deem it
     necessary or desirable that any fact or matter be proved or established by
     the Company prior to taking or suffering any action hereunder, such fact or
     matter (unless other evidence in respect thereof be herein specifically
     prescribed) may be deemed to be conclusively proved and established by a
     statement signed by the Chief Executive Officer, President or Chairman of
     the Board of the Company and delivered to the Warrant Agent. The Warrant
     Agent may rely upon such statement for any action taken or suffered in good
     faith by it pursuant to the provisions of this Agreement.

<PAGE>

          8.4.1 Indemnity. The Warrant Agent shall be liable hereunder only for
     its own negligence, willful misconduct or bad faith. The Company agrees to
     indemnify the Warrant Agent and save it harmless against any and all
     liabilities, including judgments, costs and reasonable counsel fees, for
     anything done or omitted by the Warrant Agent in the execution of this
     Agreement except as a result of the Warrant Agent's negligence, willful
     misconduct, or bad faith.

          8.4.1 Exclusions. The Warrant Agent shall have no responsibility with
     respect to the validity of this Agreement or with respect to the validity
     or execution of any Warrant (except its countersignature thereof); nor
     shall it be responsible for any breach by the Company of any covenant or
     condition contained in this Agreement or in any Warrant; nor shall it be
     responsible to make any adjustments required under the provisions of
     Section 4 hereof or responsible for the manner, method, or amount of any
     such adjustment or the ascertaining of the existence of facts that would
     require any such adjustment; nor shall it by any act hereunder be deemed to
     make any representation or warranty as to the authorization or reservation
     of any shares of Common Stock to be issued pursuant to this Agreement or
     any Warrant or as to whether any shares of Common Stock will when issued be
     valid and fully paid and nonassessable.


     8.5 Acceptance of Agency. The Warrant Agent hereby accepts the agency
established by this Agreement and agrees to perform the same upon the terms and
conditions herein set forth and among other things, shall account promptly to
the Company with respect to Warrants exercised and concurrently account for, and
pay to the Company, all moneys received by the Warrant Agent for the purchase of
shares of the Common Stock through the exercise of Warrants.


     8.6 Waiver. The Warrant Agent hereby waives any and all right, title,
interest or claim of any kind ("CLAIM") in or to any distribution of the Trust
Account (as defined in that certain Investment Management Trust Agreement, dated
as of the date hereof, by and between the Company and the Warrant Agent as
trustee thereunder), and hereby agrees not to seek recourse, reimbursement,
payment or satisfaction for any Claim against the Trust Fund for any reason
whatsoever.

9. Miscellaneous Provisions.

     9.1 Successors. All the covenants and provisions of this Agreement by or
for the benefit of the Company or the Warrant Agent shall bind and inure to the
benefit of their respective successors and assigns.

     9.2 Notices. Any notice, statement or demand authorized by this Warrant
Agreement to be given or made by the Warrant Agent or by the holder of any
Warrant to or on the Company shall be sufficiently given when so delivered if by
hand or overnight delivery or if sent by certified mail or private courier
service within five days after deposit of such notice, postage prepaid,
addressed (until another address is filed in writing by the Company with the
Warrant Agent), as follows:

               Inter-Atlantic Financial, Inc.
               400 Madison Avenue
               New York, NY 10017
               Attn: Andrew Lerner, Chief Executive Officer
               Fax No.: __________

Any notice, statement or demand authorized by this Agreement to be given or made
by the holder of any Warrant or by the Company to or on the Warrant Agent shall
be sufficiently given when so delivered if by hand or overnight delivery or if
sent by certified mail or private courier service within five days after deposit
of such notice, postage prepaid, addressed (until another address is filed in
writing by the Warrant Agent with the Company), as follows:

               American Stock Transfer & Trust Company
               59 Maiden Lane
               Plaza Level
               New York, New York 10038
               Attn: Herb Lemmer, Vice President
               Fax No.: 718-331-1852

<PAGE>


with a copy in each case to:

               DLA Piper US LLP
               1251 Avenue of the Americas
               New York, New York 10020-1104
               Attn: William Haddad, Esq.
               Fax No.: (212) 835-6001

and

               Morrison & Foerster LLP
               1290 Avenue of the Americas
               New York, New York 10104-0050
               Attn: John Hempill, Esq.
               Fax: (212) 468-7900

and


               Morgan Joseph & Co. Inc.
               600 Fifth Avenue, 19th Floor
               New York, New York 10020
               Attn: Dennis Galgano
               Fax No.: (212) 218-3719


     9.3 Applicable Law. The validity, interpretation, and performance of this
Agreement and of the Warrants shall be governed in all respects by the laws of
the State of New York applicable to contracts formed and to be performed
entirely within the State of New York, without giving effect to conflict of law
provisions thereof to the extent such principles or rules would require or
permit the application of the laws of another jurisdiction. The Company hereby
agrees that any action, proceeding or claim against it arising out of or
relating in any way to this Agreement shall be brought and enforced in the
courts of the State of New York or the United States District Court for the
Southern District of New York. The Company hereby waives any objection to such
non-exclusive jurisdiction and that such courts represent an inconvenience
forum. Any such process or summons to be served upon the Company may be served
by transmitting a copy thereof by registered or certified mail, return receipt
requested, postage prepaid, addressed to it at the address set forth in Section
9.2 hereof. Such mailing shall be deemed personal service and shall be legal and
binding upon the Company in any action, proceeding or claim.


     9.4 Amendment. This Agreement and the warrant certificate issued hereunder
may be amended by the parties hereto without the consent of any Registered
Holder or any Underwriter for the purpose of curing any ambiguity, or curing,
correcting or supplementing any defective provision contained herein or adding
or changing any other provisions with respect to matters or questions arising
under this Agreement as the parties may deem necessary or desirable and that the
parties deem shall not adversely affect the interest of the Registered Holders.
All other modifications or amendments, including any amendment to increase the
Warrant Price or shorten the Exercise Period, shall require the written consent
of the Registered Holders of a majority of the then outstanding Warrants and no
modification or amendment shall affect the Public Warrants, the Purchase Option
Warrants and the Private Warrants differently from one another. Notwithstanding
the foregoing, the Company may lower the Warrant Price or extend the duration of
the Exercise Period in accordance with Sections 3.1 and 3.2 hereof, without such
consent.



     9.5 Persons Having Rights under this Agreement. Nothing in this Agreement
expressed and nothing that may be implied from any of the provisions hereof is
intended, or shall be construed, to confer upon, or give to, any person or
corporation other than the parties hereto and the Registered Holders and, for
the purposes of Section 6.4 hereof, the Representative, any right, remedy, or
claim under or by reason of this Warrant Agreement or of any covenant,
condition, stipulation, promise, or agreement hereof. The Representative shall
be deemed to be a third-party beneficiary of this Agreement with respect to
Section 6.4 hereof. All covenants, conditions, stipulations, promises, and
agreements contained in this Warrant Agreement shall be for the sole and
exclusive


<PAGE>



benefit of the parties hereto (and the Representative with respect to Section
6.4 hereof) and their successors and assigns and of the Registered Holders of
the Warrants.



     9.6 Examination of the Warrant Agreement. A copy of this Agreement shall be
available at all reasonable times at the office of the Warrant Agent in the
Borough of Manhattan, City and State of New York, for inspection by the
Registered Holder of any Warrant. The Warrant Agent may require any such holder
to submit his Warrant for inspection by it.


     9.7 Counterparts. This Agreement may be executed in any number of
counterparts and each of such counterparts shall for all purposes be deemed to
be an original, and all such counterparts shall together constitute but one and
the same instrument.

     9.8 Effect of Headings. The Section headings herein are for convenience
only and are not part of this Warrant Agreement and shall not affect the
interpretation thereof.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

<PAGE>

     IN WITNESS WHEREOF, this Agreement has been duly executed by the parties
hereto as of the day and year first above written.


Attest:                                 INTER-ATLANTIC FINANCIAL, INC.


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


Attest:                                 AMERICAN STOCK TRANSFER & TRUST COMPANY


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

<PAGE>

                                    EXHIBIT A

                                 FORM OF WARRANT