Exhibit 10.5

                         INTER-ATLANTIC FINANCIAL, INC.

                                                          _____________ __, 2007

Inter-Atlantic Financial, Inc.
400 Madison Avenue
New York, NY 10017

Gentlemen:

     This letter will confirm our agreement that, commencing on the effective
date ("Effective Date") of the registration statement for the initial public
offering ("IPO") of the securities of Inter-Atlantic Financial, Inc.
("Inter-Atlantic") and continuing until the earlier of the consummation by
Inter-Atlantic Financial, Inc. of a "Business Combination" or Inter-Atlantic
Financial, Inc.'s liquidation (as described in Inter-Atlantic Financial, Inc.'s
IPO prospectus) (the "Termination Date"), Inter-Atlantic Management Services LLC
shall make available to Inter-Atlantic Financial, Inc. certain office space,
utilities, administrative, technology and secretarial services as may be
required by Inter-Atlantic Financial, Inc. from time to time. In exchange
therefor, Inter-Atlantic Financial, Inc. shall pay Inter-Atlantic Management
Services LLC up to $7,500 per month on the Effective Date and continuing monthly
thereafter until the Termination Date.

                                        Very truly yours,

                                        INTER-ATLANTIC FINANCIAL, INC.


                                        By:
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                                        Name:
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                                        Title:
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AGREED TO AND ACCEPTED BY:

INTER-ATLANTIC MANAGEMENT SERVICES LLC


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Name:
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