EX-4.2: SPECIMEN COMMON STOCK CERTIFICATE

exhibit 4.2

NUMBER								SHARES
C
				INTER-ATLANTIC FINANCIAL, INC.
				INCORPORATED UNDER THE LAWS OF DELWARE
				COMMON STOCK

SEE RESERVE FOR
CERTAIN DEFINITIONS

CUSIP                      

This Certifies That

is the owner of

FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $.0001 EACH OF THE COMMON STOCK OF

INTER-ATLANTIC FINANCIAL, INC.

transferable on the books of the Corporation in person or by duly authorized attorney upon surrender of this certificate properly endorsed. This certificate is not valid unless countersigned by the Transfer Agent and registered by the Registrar.

Witness the seal of the Corporation and the facsimile signatures of its duly authorized officers.

                  Dated:

	Chief Executive Officer			Secretary
				Transfer Agent

     The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM —

as tenants in common

UNIF GIFT MIN ACT —

Custodian

TEN ENT —

as tenants by the entireties

(Cust)

(Minor)

JT TEN —

as joint tenants with right of survivorship

under Uniform Gifts to Minors

and not as tenants in common

Act

(State)

Additional Abbreviations may also be used though not in the above list.

Inter-Atlantic Financial, Inc.

      The Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof of the Corporation and the qualifications, limitations, or restrictions of such preferences and/or rights. This certificate and the shares represented thereby are issued and shall be held subject to all the provisions of the Certificate of Incorporation and all amendments thereto and resolutions of the Board of Directors providing for the issue of shares of Preferred Stock (copies of which may be obtained from the secretary of the Corporation), to all of which the holder of this certificate by acceptance hereof assents.

      For value received,                                          hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE

(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)