UNDERWRITING AGREEMENT



                                     BETWEEN



                         INTER-ATLANTIC FINANCIAL, INC.



                                       AND



                            MORGAN JOSEPH & CO. INC.



                            DATED: ____________, 2007



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                         INTER-ATLANTIC FINANCIAL, INC.



                             UNDERWRITING AGREEMENT



                                                              New York, New York



                                                              ____________, 2007



Morgan Joseph & Co. Inc.

600 Fifth Avenue, 19th Floor

New York, New York 10020



Dear Sirs:



          The undersigned, Inter-Atlantic Financial, Inc., a Delaware

corporation ("Company"), hereby confirms its agreement with Morgan Joseph & CO.

Inc. (being referred to herein variously as "you," "MJ" or the "Representative")

and with the other underwriters named on Schedule I hereto for which MJ is

acting as Representative (the Representative and the other Underwriters being

collectively called the "Underwriters" or, individually, an "Underwriter") as

follows:



1. Purchase and Sale of Securities.



     1.1 Firm Securities.



          1.1.1 Purchase of Firm Units. On the basis of the representations and

warranties herein contained, but subject to the terms and conditions herein set

forth, the Company agrees to issue and sell, severally and not jointly, to the

several Underwriters, an aggregate of 7,500,000 units ("Firm Units") of the

Company, at a purchase price (net of discounts and commissions) of $7.60 per

Firm Unit (including discounts and commissions of $0.16 that will not be paid to

the Underwriters unless and until a Business Combination (as defined below) has

been consummated by the Company). The Underwriters, severally and not jointly,

agree that they will not seek payment of the discounts and commissions of $0.16

referred to in the preceding sentence unless and until a Business Combination

has been consummated by the Company, and the Company agrees that it shall pay

such discounts and commissions only upon consummation of such Business

Combination. The Underwriters, severally and not jointly, agree to purchase from

the Company the number of Firm Units set forth opposite their respective names

on Schedule I attached hereto and made a part hereof at a purchase price (net of

discounts and commissions) of $7.60 per Firm Unit (including discounts and

commissions of $0.16 that will not be paid to the Underwriters unless and until

a Business Combination has been consummated by the Company). The Firm Units are

to be offered initially to the public ("Offering") at the offering price of

$8.00 per Firm Unit. Each Firm Unit consists of one share of the Company's

common stock, par value $.0001 per share ("Common Stock"), and one warrant

("Warrant(s)"). The shares of Common Stock and the Warrants included in the Firm

Units will not be separately transferable until 90 days after the effective date

("Effective Date") of the Registration Statement (as defined below) unless MJ

informs the Company of its decision to allow earlier separate trading, but in no

event will MJ allow separate trading until the preparation of an audited balance

sheet of the Company reflecting receipt by the Company of the proceeds of the

Offering and the filing of a Current



{PAGE}



Report on Form 8-K with the Securities and Exchange Commission (the

"Commission") by the Company which includes such balance sheet and the

Over-allotment Option (as defined below) has either expired or been exercised.

Each Warrant entitles its holder to exercise it to purchase one share of Common

Stock for $6.00 during the period commencing on the later of the consummation by

the Company of its "Business Combination" or one year from the Effective Date

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