SIGNATURES

Pursuant to the requirement of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Piraeus, Greece on August 10, 2006.

NAVIOS MARITIME HOLDINGS INC.

By:   /s/ Angeliki Frangou            Name:   Angeliki Frangou Title:   Chairman and Chief Executive Officer

By:   /s/ Michael McClure              Name:   Michael McClure Title:   Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by each of the following persons in the capacities indicated on August 10, 2006.

Signature		Title(s)		Date
/s/ Angeliki Frangou		Chief Executive Officer (principal executive officer)		August 10, 2006
Angeliki Frangou
/s/ Michael McClure		Chief Financial Officer (principal financial and accounting officer)		August 10, 2006
Michael McClure
/s/ Angeliki Frangou		Chairman of the Board		August 10, 2006
Angeliki Frangou
*		President and Director		August 10, 2006
Robert Shaw
*		Director		August 10, 2006
Vasiliki Papaefthymiou
*		Director		August 10, 2006
Spyridon Magoulas
*		Director		August 10, 2006
John Stratakis
*		Director		August 10, 2006
Rex Harrington
*		Director		August 10, 2006
Allan Shaw

*	By executing her name hereto, Angeliki Frangou is signing this document on behalf of the persons indicated above pursuant to the powers of attorney duly executed by such persons and filed with the Securities and Exchange Commission.

By: /s/ Angeliki Frangou

Angeliki Frangou

II-6

                      FORM OF REGISTRATION RIGHTS AGREEMENT

      This Registration Rights Agreement (this "AGREEMENT") is made and entered
into as of June 6, 2006, by and among Navios Maritime Holdings Inc., a Marshall
Islands corporation (the "COMPANY"), and the warrant holders signatory hereto
(each a "PURCHASER" and collectively, the "PURCHASERS").

      This Agreement is made pursuant to the Warrant Exercise Purchase
Agreement, dated as of the date hereof, among the Company and the respective
Purchasers (the "PURCHASE AGREEMENT").

      The Company and the Purchasers hereby agree as follows:

      1.    Definitions. Capitalized terms used and not otherwise defined herein
that are defined in the Purchase Agreement shall have the meanings given to such
terms in the Purchase Agreement. As used in this Agreement, the following terms
shall have the following meanings:

      "ADVICE" shall have the meaning set forth in Section 6(b) hereof.

      "AVAILABILITY DATE" shall have the meaning set forth in Section 3(j)
hereof.

      "BUSINESS DAY" means any day except Saturday, Sunday and any day which
shall be a federal legal holiday or a day on which banking institutions in the
State of New York are authorized or required by law or other governmental action
to close.

      "EFFECTIVENESS DATE" means, with respect to the Registration Statement
required to be filed hereunder, the earlier of (a) the 90th calendar day
following the Filing Date (120th calendar day in the event of a full review by
the Commission) and (b) the fifth (5th) Business Day following the date on which
the Company is notified by the Commission that the Registration Statement will
not be reviewed or is no longer subject to further review and comments.

      "EFFECTIVENESS PERIOD" shall have the meaning set forth in Section 2(a)
hereof.

      "EVENT" shall have the meaning set forth in Section 2(b) hereof.

      "EVENT DATE" shall have the meaning set forth in Section 2(b) hereof.

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

      "FILING DATE" means, with respect to the Registration Statement required
to be filed hereunder, the later of (i) the 45th calendar day following the
Closing Date or (ii) the date the Company becomes eligible to use Form F-3 to
register the resale of the Registrable Securities.

      "HOLDER" or "HOLDERS" means the holder or holders, as the case may be,
from time to time of Registrable Securities.


                                        1



      "INDEMNIFIED PARTY" shall have the meaning set forth in Section 5(c)
hereof.

      "INDEMNIFYING PARTY" shall have the meaning set forth in Section 5(c)
hereof.

      "LOSSES" shall have the meaning set forth in Section 5(a) hereof.

      "OFFERING" shall have the meaning set forth in Section 6(d) hereof.

      "PLAN OF DISTRIBUTION" shall have the meaning set forth in Section 2(a)
hereof.

      "PROCEEDING" means an action, claim, suit, investigation or proceeding
(including, without limitation, an investigation or partial proceeding, such as
a deposition), whether commenced or threatened.

      "PROSPECTUS" means the prospectus included in the Registration Statement
(including, without limitation, a prospectus that includes any information
previously omitted from a prospectus filed as part of an effective registration
statement in reliance upon Rule 430A promulgated under the Securities Act), as
amended or supplemented by any prospectus supplement, with respect to the terms
of the offering of any portion of the Registrable Securities covered by the
Registration Statement, and all other amendments and supplements to the
Prospectus, including post-effective amendments, and all material incorporated
by reference or deemed to be incorporated by reference in such Prospectus.

      "REGISTRABLE SECURITIES" means the shares of Common Stock issued in
connection with the transactions contemplated by the Purchase Agreement,
together with any Securities issued or issuable upon any stock split, dividend
or other distribution, recapitalization or similar event with respect to the
foregoing.

      "REGISTRATION STATEMENT" means the registration statement required to be
filed hereunder, including the Prospectus, amendments and supplements to the
registration statement or Prospectus, including pre- and post-effective
amendments, all exhibits thereto, and all material incorporated by reference or
deemed to be incorporated by reference in the Registration Statement.

      "RULE 415" means Rule 415 promulgated by the Commission pursuant to the
Securities Act, as such Rule may be amended from time to time, or any similar
rule or regulation hereafter adopted by the Commission having substantially the
same effect as such Rule.

      "RULE 424" means Rule 424 promulgated by the Commission pursuant to the
Securities Act, as such Rule may be amended from time to time, or any similar
rule or regulation hereafter adopted by the Commission having substantially the
same effect as such Rule.

      "SECURITIES ACT" means the Securities Act of 1933, as amended.

      "SUSPENSION CERTIFICATE" shall have the meaning set forth in Section 6(e)
hereof.


                                        2



      "TRADING MARKET" means whichever of the New York Stock Exchange, the
American Stock Exchange or the NASDAQ National Market on which the Common Stock
is listed or quoted for trading on the date in question.

      2.    Registration.

                  (a)   On or prior to the Filing Date, the Company shall
            prepare and file with the Commission the Registration Statement
            covering the resale of all of the Registrable Securities sold in the
            Closing for an offering to be made on a continuous basis pursuant to
            Rule 415, or if Rule 415 is not available for offers or sales of the
            Registrable Securities, for such other means of distribution of
            Registrable Securities as the Holders may specify. The Registration
            Statement required hereunder shall be on Form F-3 (except if the
            Company is not then eligible to register for resale the Registrable
            Securities on Form F-3, in which case the Registration shall be on
            another appropriate form in accordance herewith). The Registration
            Statement required hereunder shall contain (except if otherwise
            directed by the Holders) the "PLAN OF DISTRIBUTION" attached hereto
            as Annex A. The Company shall use its commercially reasonable
            efforts to cause the Registration Statement to be declared effective
            under the Securities Act as promptly as possible after the filing
            thereof, and shall use its commercially reasonable efforts to keep
            such Registration Statement continuously effective under the
            Securities Act (including the filing of any necessary amendments,
            post-effective amendments and supplements) until the date which is
            two years after the Closing Date or such later date when all
            Registrable Securities covered by the Registration Statement (A)
            have been sold pursuant to the Registration Statement or an
            exemption from the registration requirements of the Securities Act
            or (B) may be sold without volume restrictions pursuant to Rule
            144(k) promulgated under the Securities Act, as determined by the
            counsel to the Company pursuant to a written opinion letter to such
            effect, addressed and reasonably acceptable to the Company's
            transfer agent and the affected Holders (the "EFFECTIVENESS
            PERIOD"). The Company shall telephonically request effectiveness of
            the Registration Statement as of 5:00 pm Eastern Time on a Trading
            Day. The Company shall immediately notify the Holders via facsimile
            of the effectiveness of a Registration Statement on the same Trading
            Day that the Company telephonically confirms effectiveness with the
            Commission, which shall be the date requested for effectiveness of a
            Registration Statement. The Company shall, by 9:30 am Eastern Time
            on the Trading Day after the Effective Date (as defined in the
            Purchase Agreement), file a Rule 424(b) prospectus with the
            Commission.

                  (b)   If: (i) the Registration Statement is not filed on or
            prior to the Filing Date (if the Company files the Registration
            Statement without affording the Holders the opportunity to review
            and comment on the same as required by Section 3(a), the Company
            shall not be deemed to have satisfied this clause (i)); or (ii) the
            Registration Statement is not declared effective by the Commission
            on or before the Effectiveness Date or (iii) after the Effectiveness
            Date, a Registration Statement ceases for any reason to remain
            continuously effective as to all Registrable Securities for which it
            is required to be effective, or the Holders


                                        3



            are not permitted to utilize the Prospectus therein to resell such
            Registrable Securities for thirty (30) consecutive calendar days or
            for more than an aggregate of ninety (90) calendar days during any
            12-month period (which need not be consecutive Trading Days) (any
            such failure or breach being referred to as an "EVENT," and for
            purposes of clause (i) or (ii) the date on which such breach being
            occurs, for purposes of clause (iii) the date on which such thirty
            (30) or ninety (90) calendar day period, as applicable, is exceeded,
            being referred to as an "EVENT DATE"), then, in addition to any
            other rights the Holders may have hereunder or under applicable law:
            (x) on each such Event Date and on each monthly anniversary of each
            such Event Date (if the applicable Event shall not have been cured
            by such date) until the applicable Event is cured, the Company shall
            pay to each Holder an amount in cash, as liquidated damages and not
            as a penalty, equal to 0.5% of the aggregate purchase price paid by
            such Holder pursuant to the Purchase Agreement for any Registrable
            Securities then held by such Holder. Notwithstanding anything to the
            contrary contained herein, no Holder shall be entitled to be
            included in the Registration Statement or receive liquidated damages
            unless such Holder has provided such information to the Company as
            the Company shall have reasonably requested in connection with such
            Registration Statement.

      3.    Registration Procedures

            In connection with the Company's registration obligations hereunder,
the Company shall:

                  (a)   Not less than three (3) Business Days prior to the
            filing of the Registration Statement or any related Prospectus or
            any amendment or supplement thereto, (i) furnish to the Holders
            copies of all such documents proposed to be filed (including
            documents incorporated or deemed incorporated by reference to the
            extent requested by such Person) which documents will be subject to
            the review of such Holders, and (ii) cause its officers and
            directors, counsel and independent certified public accountants to
            respond to such inquiries as shall be necessary, in the reasonable
            opinion of respective legal counsel to conduct a reasonable
            investigation within the meaning of the Securities Act. The Company
            shall not file the Registration Statement or any such Prospectus or
            any amendments or supplements thereto to which the Holders of a
            majority of the Registrable Securities shall reasonably object in
            good faith.

                  (b)   (i) Prepare and file with the Commission such
            amendments, including post-effective amendments, to the Registration
            Statement and the Prospectus used in connection therewith as may be
            necessary to keep the Registration Statement continuously effective
            as to the Registrable Securities for the Effectiveness Period; (ii)
            cause the related Prospectus to be amended or supplemented by any
            required Prospectus supplement, and as so supplemented or amended to
            be filed pursuant to Rule 424; (iii) respond as promptly as
            reasonably possible to any comments received from the Commission
            with respect to the Registration Statement or any amendment thereto;
            and (iv) comply in all material


                                        4



            respects with the provisions of the Securities Act and the Exchange
            Act with respect to the disposition of all Registrable Securities
            covered by the Registration Statement in accordance with the
            intended methods of disposition by the Holders thereof set forth in
            the Registration Statement as so amended or in such Prospectus as so
            supplemented.

                  (c)   Notify the Holders of Registrable Securities to be sold
            as promptly as reasonably possible (and, in the case of (i)(A)
            below, not less than two (2) Business Days prior to such filing) and
            (if requested by any such Person) confirm such notice in writing
            promptly following the day (i) (A) when a Prospectus or any
            Prospectus supplement or post-effective amendment to the
            Registration Statement is proposed to be filed; (B) when the
            Commission notifies the Company whether there will be a "review" of
            the Registration Statement and whenever the Commission comments in
            writing on the Registration Statement (the Company shall upon
            request provide true and complete copies thereof and all written
            responses thereto as promptly as reasonably possible to each of the
            Holders who so requests, provided such requesting Holders agree to
            keep such information confidential until it is publicly disclosed
            and to waive Section 4.5 of the Purchase Agreement with respect
            thereto); and (C) with respect to the Registration Statement or any
            post-effective amendment, when the same has become effective; (ii)
            of any request by the Commission or any other Federal or state
            governmental authority during the period of effectiveness of the
            Registration Statement for amendments or supplements to the
            Registration Statement or Prospectus or for additional information;
            (iii) of the issuance by the Commission or any other federal or
            state governmental authority of any stop order suspending the
            effectiveness of the Registration Statement covering any or all of
            the Registrable Securities or the initiation of any Proceedings for
            that purpose; (iv) of the receipt by the Company of any notification
            with respect to the suspension of the qualification or exemption
            from qualification of any of the Registrable Securities for sale in
            any jurisdiction, or the initiation or threatening of any Proceeding
            for such purpose, and (v) of the occurrence of any event or passage
            of time that makes the financial statements included in the
            Registration Statement ineligible for inclusion therein or any
            statement made in the Registration Statement or Prospectus or any
            document incorporated or deemed to be incorporated therein by
            reference untrue in any material respect or that requires any
            revisions to the Registration Statement, Prospectus or other
            documents so that, in the case of the Registration Statement or the
            Prospectus, as the case may be, it will not contain any untrue
            statement of a material fact or omit to state any material fact
            required to be stated therein or necessary to make the statements
            therein, in light of the circumstances under which they were made,
            not misleading (provided that such Holder of Registrable Securities
            agrees to keep such information confidential until it is publicly
            disclosed and to waive Section 4.5 of the Purchase Agreement with
            respect thereto).

                  (d)   Use its commercially reasonable efforts to avoid the
            issuance of, or, if issued, obtain the withdrawal of (i) any order
            suspending the effectiveness of the Registration Statement, or (ii)
            any suspension of the qualification (or


                                        5



            exemption from qualification) of any of the Registrable Securities
            for sale in any jurisdiction, at the earliest practicable moment.

                  (e)   To the extent requested by such Holders, furnish to each
            Holder, without charge, at least one conformed copy of the
            Registration Statement and each amendment thereto, including
            financial statements and schedules, all documents incorporated or
            deemed to be incorporated therein by reference, and all exhibits
            (including those previously furnished or incorporated by reference)
            promptly after the filing of such documents with the Commission.

                  (f)   Promptly deliver to each Holder, without charge, as many
            copies of the Prospectus or Prospectuses (including each form of
            prospectus) and each amendment or supplement thereto as such Persons
            may reasonably request in connection with resales by the Holder of
            Registrable Securities. The Company hereby consents to the use of
            such Prospectus and each amendment or supplement thereto by each of
            the selling Holders in connection with the offering and sale of the
            Registrable Securities covered by such Prospectus and any amendment
            or supplement thereto, except after the giving of any notice
            pursuant to Section 3(c).

                  (g)   Use its commercially reasonable efforts to register or
            qualify or cooperate with the selling Holders in connection with the
            registration or qualification (or exemption from the Registration or
            qualification) of such Registrable Securities for the resale by the
            Holder under the securities or Blue Sky laws of such jurisdictions
            within the United States as any Holder reasonably requests in
            writing, to keep each of the registration or qualification (or
            exemption therefrom) effective during the Effectiveness Period and
            to do any and all other acts or things reasonably necessary to
            enable the disposition in such jurisdictions of the Registrable
            Securities covered by the Registration Statement; provided, that the
            Company shall not be required to qualify generally to do business in
            any jurisdiction where it is not then so qualified, subject the
            Company to any material tax in any such jurisdiction where it is not
            then so subject or file a general consent to service of process in
            any such jurisdiction.

                  (h)   If requested by the Holders, cooperate with the Holders
            to facilitate the timely preparation and delivery of certificates
            representing Registrable Securities to be delivered to a transferee
            pursuant to the Registration Statement, which certificates shall be
            free, to the extent permitted by the Purchase Agreement, of all
            restrictive legends, and to enable such Registrable Securities to be
            in such denominations and registered in such names as any such
            Holders may request.

                  (i)   Upon the occurrence of any event contemplated by Section
            3(c)(v), as promptly as reasonably possible, prepare a supplement or
            amendment, including a post-effective amendment, to the Registration
            Statement or a supplement to the related Prospectus or any document
            incorporated or deemed to be incorporated therein by reference, and
            file any other required document so that, as thereafter delivered,
            neither the Registration Statement nor such Prospectus


                                        6



            will contain an untrue statement of a material fact or omit to state
            a material fact required to be stated therein or necessary to make
            the statements therein, in light of the circumstances under which
            they were made, not misleading.

                  (j)   If applicable to foreign private issuers, use
            commercially reasonable efforts to make available to its security
            holders no later than the Availability Date (as defined below), an
            earning statement covering a period of at least twelve (12) months,
            beginning after the effective date of the Registration Statement,
            which earnings statement shall satisfy the provisions of Section
            11(a) of the Securities Act, including Rule 158 promulgated
            thereunder. For the purpose of this subsection, "AVAILABILITY DATE"
            shall mean the forty-fifth (45th) day following the end of the
            fourth fiscal quarter after the fiscal quarter that includes the
            effective date of the Registration Statement, except that, if such
            fourth fiscal quarter is the last quarter of the Company's fiscal
            year, "Availability Date" means the ninetieth (90th) day after the
            end of such fourth fiscal quarter.

                  (k)   Comply with all applicable rules and regulations of the
            Commission and use its commercially reasonable efforts to cause all
            Registrable Securities to be listed for trading on a Trading Market.

                  (l)   If requested by Holders, in the event of an underwritten
            offering of the Registrable Securities by the Holders, furnish on
            the date that Registrable Securities are delivered to the
            underwriters for sale pursuant to any such registration (i) an
            opinion dated such date of counsel representing the Company for the
            purposes of such registration, addressed to the underwriters to such
            effects as reasonably may be requested by counsel for the
            underwriters and executed counterparts of such opinion addressed to
            the sellers of Registrable Securities to the same effect as
            requested by counsel for the underwriters and (ii) a letter dated
            such date from the independent public accountants retained by the
            Company, addressed to the underwriters stating that they are
            independent public accountants within the meaning of the Securities
            Act and that, in the opinion of such accountants, the financial
            statements of the Company included in the registration statement or
            the prospectus, or any amendment or supplement thereof, comply as to
            form in all material respects with the applicable accounting
            requirements of the Securities Act and such letter shall
            additionally cover such other financial matters (including
            information as to the period ending no more than five (5) business
            days prior to the date of such letter) with respect to such
            registration as such underwriters reasonably may request.

      The Company may require each selling Holder to furnish to the Company a
certified statement as to the number of shares of Common Stock beneficially
owned by such Holder and, if required by the Commission, the person thereof that
has voting and dispositive control over the Shares.

      4.    Registration Expenses. All fees and expenses incident to the
performance of or compliance with this Agreement by the Company shall be borne
by the Company whether or not any Registrable Securities are sold pursuant to
the Registration Statement. The fees and expenses referred to in the foregoing
sentence shall include, without limitation, (i) all registration


                                        7



and filing fees (including, without limitation, fees and expenses (A) with
respect to filings required to be made with the Trading Market on which the
Common Stock is then listed for trading, and (B) for compliance with applicable
state securities or Blue Sky laws), (ii) messenger, telephone and delivery
expenses, (iii) fees and disbursements of counsel for the Company, (iv)
Securities Act liability insurance, if the Company so desires such insurance,
and (v) fees and expenses of all other Persons retained by the Company in
connection with the consummation of the transactions contemplated by this
Agreement. In addition, the Company shall be responsible for all of its internal
expenses incurred in connection with the consummation of the transactions
contemplated by this Agreement (including, without limitation, all salaries and
expenses of its officers and employees performing legal or accounting duties),
the expense of any annual audit and the fees and expenses incurred in connection
with the listing of the Registrable Securities on any securities exchange as
required hereunder. In no event shall the Company be responsible for any broker
or similar commissions or any legal fees or other costs of the Holders.

      5.    Indemnification

                  (a)   Indemnification by the Company. The Company shall,
            notwithstanding any termination of this Agreement, indemnify and
            hold harmless each Holder, the officers, directors, members,
            partners, agents, brokers, investment advisors and employees (and
            any other Persons with a functionally equivalent role of a Person
            holding such titles, notwithstanding a lack of such title or any
            other title) of each of them, each Person who controls any such
            Holder (within the meaning of Section 15 of the Securities Act or
            Section 20 of the Exchange Act) and the officers, directors,
            members, partners, agents and employees (and any other Persons with
            a functionally equivalent role of a Person holding such titles,
            notwithstanding a lack of such title or any other title) of each
            such controlling Person, to the fullest extent permitted by
            applicable law, from and against any and all losses, claims,
            damages, liabilities, costs (including, without limitation,
            reasonable attorneys' fees) and expenses (collectively, "LOSSES"),
            as incurred, to the extent arising out of or relating to any untrue
            or alleged untrue statement of a material fact contained in the
            Registration Statement, any Prospectus or any form of prospectus or
            in any amendment or supplement thereto or in any preliminary
            prospectus, or arising out of or relating to any omission or alleged
            omission of a material fact required to be stated therein or
            necessary to make the statements therein (in the case of any
            Prospectus or form of prospectus or supplement thereto, in light of
            the circumstances under which they were made) not misleading, or any
            violation or alleged violation by the Company of the Securities Act,
            Exchange Act or any state securities law, or any rule or regulation
            thereunder, in connection with the performance of its obligations
            under this Agreement, except to the extent, but only to the extent,
            that (1) such untrue statements or omissions are based solely upon
            information regarding such Holder furnished in writing to the
            Company by such Holder expressly for use therein, or to the extent
            that such information relates to such Holder or such Holder's
            proposed method of distribution of Registrable Securities as set
            forth in Annex A hereto or any changes to Annex A hereto that are
            expressly approved in writing by such Holder expressly for use in
            the Registration


                                        8



            Statement, such Prospectus or such form of Prospectus or in any
            amendment or supplement thereto or (2) in the case of an occurrence
            of an event of the type specified in Section 3(c)(ii)-(v), the use
            by such Holder of an outdated or defective Prospectus after the
            Company has notified such Holder in writing that the Prospectus is
            outdated or defective and prior to the receipt by such Holder of the
            Advice contemplated in Section 6(c). The Company shall notify the
            Holders promptly of the institution, threat or assertion of any
            Proceeding of which the Company is aware in connection with the
            transactions contemplated by this Agreement.

                  (b)   Indemnification by Holders. Each Holder shall, severally
            and not jointly, indemnify and hold harmless the Company, its
            directors, officers, agents and employees, each Person who controls
            the Company (within the meaning of Section 15 of the Securities Act
            and Section 20 of the Exchange Act), and the directors, officers,
            agents or employees of such controlling Persons, to the fullest
            extent permitted by applicable law, from and against all Losses, as
            incurred, to the extent arising out of or based upon: (x) such
            Holder's failure to comply with the prospectus delivery requirements
            of the Securities Act or (y) any untrue or alleged untrue statement
            of a material fact contained in the Registration Statement, any
            Prospectus, or any form of prospectus, or in any amendment or
            supplement thereto or in any preliminary prospectus, or arising out
            of or relating to any omission or alleged omission of a material
            fact required to be stated therein or necessary to make the
            statements therein not misleading (i) to the extent, but only to the
            extent, that such untrue statement or omission is contained in any
            information so furnished in writing by such Holder to the Company
            specifically for inclusion in the Registration Statement or such
            Prospectus or (ii) to the extent that (1) such untrue statements or
            omissions are based solely upon information regarding such Holder
            furnished in writing to the Company by such Holder expressly for use
            therein, or to the extent that such information relates to such
            Holder or such Holder's proposed method of distribution of
            Registrable Securities as set forth in Annex A hereto or any changes
            to Annex A hereto that are expressly approved in writing by such
            Holder expressly for use in the Registration Statement, such
            Prospectus or such form of Prospectus or in any amendment or
            supplement thereto, or (2) in the case of an occurrence of an event
            of the type specified in Section 3(c)(ii)-(v), the use by such
            Holder of an outdated or defective Prospectus after the Company has
            notified such Holder in writing that the Prospectus is outdated or
            defective and prior to the receipt by such Holder of the Advice
            contemplated in Section 6(b). In no event shall the liability of any
            selling Holder hereunder be greater in amount than the dollar amount
            of the net proceeds received by such Holder upon the sale of the
            Registrable Securities covered by the Registration Statement giving
            rise to such indemnification obligation.

                  (c)   Conduct of Indemnification Proceedings. If any
            Proceeding shall be brought or asserted against any Person entitled
            to indemnity hereunder (an "INDEMNIFIED PARTY"), such Indemnified
            Party shall promptly notify the Person from whom indemnity is sought
            (the "INDEMNIFYING PARTY") in writing, and the


                                        9



            Indemnifying Party shall have the right to assume the defense
            thereof, including the employment of counsel reasonably satisfactory
            to the Indemnified Party and the payment of all fees and expenses
            incurred in connection with defense thereof; provided, that the
            failure of any Indemnified Party to give such notice shall not
            relieve the Indemnifying Party of its obligations or liabilities
            pursuant to this Agreement, except (and only) to the extent that it
            shall be finally determined by a court of competent jurisdiction
            (which determination is not subject to appeal or further review)
            that such failure shall have prejudiced the Indemnifying Party.

            An Indemnified Party shall have the right to employ separate counsel
      in any such Proceeding and to participate in the defense thereof, but the
      fees and expenses of such counsel shall be at the expense of such
      Indemnified Party or Parties unless: (1) the Indemnifying Party has agreed
      in writing to pay such fees and expenses; (2) the Indemnifying Party shall
      have failed promptly to assume the defense of such Proceeding and to
      employ counsel reasonably satisfactory to such Indemnified Party in any
      such Proceeding; or (3) the named parties to any such Proceeding
      (including any impleaded parties) include both such Indemnified Party and
      the Indemnifying Party, and such Indemnified Party shall have been advised
      by counsel that a conflict of interest is reasonably likely to exist if
      the same counsel were to represent such Indemnified Party and the
      Indemnifying Party (in which case, if such Indemnified Party notifies the
      Indemnifying Party in writing that it elects to employ separate counsel at
      the expense of the Indemnifying Party, the Indemnifying Party shall not
      have the right to assume the defense thereof and the reasonable fees and
      expenses of one separate counsel shall be at the expense of the
      Indemnifying Party). The Indemnifying Party shall not be liable for any
      settlement of any such Proceeding effected without its written consent. No
      Indemnifying Party shall, without the prior written consent of the
      Indemnified Party, effect any settlement of any pending Proceeding in
      respect of which any Indemnified Party is a party, unless such settlement
      includes an unconditional release of such Indemnified Party from all
      liability on claims that are the subject matter of such Proceeding.

            All reasonable fees and expenses of the Indemnified Party (including
      reasonable fees and expenses to the extent incurred in connection with
      investigating or preparing to defend such Proceeding in a manner not
      inconsistent with this Section) shall be paid to the Indemnified Party, as
      incurred, within ten (10) Business Days of written notice thereof to the
      Indemnifying Party; provided, that the Indemnified Party shall promptly
      reimburse the Indemnifying Party for that portion of such fees and
      expenses applicable to such actions for which such Indemnified Party is
      not entitled to indemnification hereunder, determined based upon the
      relative faults of the parties.

                  (d)   Contribution. If a claim for indemnification under
            Section 5(a) or 5(b) is unavailable to an Indemnified Party (by
            reason of public policy or otherwise), then each Indemnifying Party,
            in lieu of indemnifying such Indemnified Party, shall contribute to
            the amount paid or payable by such Indemnified Party as a result of
            such Losses, in such proportion as is appropriate to reflect the
            relative fault of the Indemnifying Party and Indemnified Party in


                                       10



            connection with the actions, statements or omissions that resulted
            in such Losses as well as any other relevant equitable
            considerations. The relative fault of such Indemnifying Party and
            Indemnified Party shall be determined by reference to, among other
            things, whether any action in question, including any untrue or
            alleged untrue statement of a material fact or omission or alleged
            omission of a material fact, has been taken or made by, or relates
            to information supplied by, such Indemnifying Party or Indemnified
            Party, and the parties' relative intent, knowledge, access to
            information and opportunity to correct or prevent such action,
            statement or omission. The amount paid or payable by a party as a
            result of any Losses shall be deemed to include, subject to the
            limitations set forth in Section 5(c), any reasonable attorneys' or
            other reasonable fees or expenses incurred by such party in
            connection with any Proceeding to the extent such party would have
            been indemnified for such fees or expenses if the indemnification
            provided for in this Section was available to such party in
            accordance with its terms.

            The parties hereto agree that it would not be just and equitable if
      contribution pursuant to this Section 5(d) were determined by pro rata
      allocation or by any other method of allocation that does not take into
      account the equitable considerations referred to in the immediately
      preceding paragraph. Notwithstanding the provisions of this Section 5(d),
      no Holder shall be required to contribute, in the aggregate, any amount in
      excess of the amount by which the proceeds actually received by such
      Holder from the sale of the Registrable Securities subject to the
      Proceeding exceeds the amount of any damages that such Holder has
      otherwise been required to pay by reason of such untrue or alleged untrue
      statement or omission or alleged omission, except in the case of fraud by
      such Holder. The indemnity and contribution agreements contained in this
      Section are in addition to any liability that the Indemnifying Parties may
      have to the Indemnified Parties.

      6.    Miscellaneous

                  (a)   Compliance. Each Holder covenants and agrees that it
            will comply with the prospectus delivery requirements of the
            Securities Act as applicable to it in connection with sales of
            Registrable Securities pursuant to the Registration Statement.

                  (b)   Discontinued Disposition. Each Holder agrees by its
            acquisition of such Registrable Securities that, upon receipt of a
            notice from the Company of the occurrence of any event of the kind
            described in Section 3(c), such Holder will forthwith discontinue
            disposition of such Registrable Securities under the Registration
            Statement until such Holder's receipt of the copies of the
            supplemented Prospectus and/or amended Registration Statement or
            until it is advised in writing (the "ADVICE") by the Company that
            the use of the applicable Prospectus may be resumed, and, in either
            case, has received copies of any additional or supplemental filings
            that are incorporated or deemed to be incorporated by reference in
            such Prospectus or Registration Statement. In the event of a
            discontinued disposition under this Section 6(b), the Company will
            use


                                       11



            its commercially reasonable efforts to ensure that the use of the
            Prospectus may be resumed as promptly as is practicable and to
            provide copies of the supplemented Prospectus and/or amended
            Registration Statement or the Advice as soon as possible in order to
            enable each Holder to resume dispositions of the Registrable
            Securities. The Company may provide appropriate stop orders to
            enforce the provisions of this paragraph. The Company agrees and
            acknowledges that any periods during which the Holder is required to
            discontinue the disposition of the Registrable Securities hereunder
            shall be subject to the provisions of Section 2(b).

                  (c)   Amendments and Waivers. The provisions of this
            Agreement, including the provisions of this sentence, may not be
            amended, modified or supplemented, and waivers or consents to
            departures from the provisions hereof may not be given, unless the
            same shall be in writing and signed by the Company and each Holder
            of the then outstanding Registrable Securities.

                  (d)   Lock-up. During the twelve (12) month period following
            the Closing, if the Company delivers to the Purchasers a certificate
            signed by an officer of the Company stating that the managing
            underwriter of a registered public offering of equity securities of
            the Company, all of which relates to securities to be sold on a
            primary basis by the Company (the "OFFERING"), has requested that
            the Purchasers refrain from selling or otherwise transferring or
            disposing of any Registrable Securities then held by the Purchasers
            for a specified period of time during the Offering, the Purchasers
            shall refrain from selling or otherwise transferring or disposing of
            any Registrable Securities then held by the Purchasers beginning on
            the later of (i) the tenth (10th) Business Day after receipt of such
            certificate from the Company and (ii) the commencement of the
            Offering (which shall be the effective date of the registration
            statement for such Offering) and ending following a specified period
            of time that is customary under the circumstances (not to exceed
            ninety (90) days).

                  (e)   Suspension of Trading. At any time after the Registrable
            Securities are covered by an effective Registration Statement, the
            Company may deliver to the Holders of such Registrable Securities a
            certificate (the "SUSPENSION CERTIFICATE") approved by the Chief
            Executive Officer of the Company and signed by an officer of the
            Company stating that the effectiveness of and sales of Registrable
            Securities under the Registration Statement would:

                  (i)   materially interfere with any transaction that would
            require the Company to prepare financial statements under the
            Securities Act that the Company would otherwise not be required to
            prepare in order to comply with its obligations under the Exchange
            Act, or

                  (ii)  require public disclosure of any transaction of the type
            discussed in Section 6(e)(i) prior to the time such disclosure might
            otherwise be required.


                                       12



                  Beginning ten (10) Business Days after the receipt of a
            Suspension Certificate by Holders of Registrable Securities, the
            Company may, in its discretion, require such Holders of Registrable
            Securities to refrain from selling or otherwise transferring or
            disposing of any Registrable Securities or other Company securities
            then held by such Holders for a specified period of time that is
            customary under the circumstances (not to exceed thirty (30) days).
            Notwithstanding the foregoing sentence, the Company shall be
            permitted to cause Holders of Registrable Securities to so refrain
            from selling or otherwise transferring or disposing of any
            Registrable Securities or other securities of the Company on only
            one occasion during each twelve (12) consecutive month period that
            the Registration Statement remains effective. The Company may impose
            stop transfer instructions to enforce any required agreement of the
            Holders under this Section 6(e).

                  (f)   Notices. Any and all notices or other communications or
            deliveries required or permitted to be provided hereunder shall be
            in writing and shall be deemed given and effective on the earliest
            of (i) the date of transmission, if such notice or communication is
            delivered via facsimile at the facsimile number provided for below
            prior to 5:00 p.m. (New York City time) on a Business Day, (ii) the
            Business Day after the date of transmission, if such notice or
            communication is delivered via facsimile at the facsimile number
            provided for below later than 5:00 p.m. (New York City time) on any
            date and earlier than 11:59 p.m. (New York City time) on such date,
            (iii) the Business Day following the date of mailing, if sent by
            nationally recognized overnight courier service, or (iv) upon actual
            receipt by the party to whom such notice is required to be given.
            The address and delivery requirements for such notices and
            communications shall be as set forth in the Purchase Agreement.

                  (g)   Successors and Assigns. This Agreement shall inure to
            the benefit of and be binding upon the successors and permitted
            assigns of each of the parties and shall inure to the benefit of
            each Holder. The Company may not assign its rights or obligations
            hereunder without the prior written consent of all of the Holders of
            the then-outstanding Registrable Securities, provided a sale of the
            Company shall not be deemed an assignment. Each Holder may assign
            its respective rights hereunder in the manner and to the Persons as
            permitted under the Purchase Agreement.

                  (h)   Counterparts. This Agreement may be executed in any
            number of counterparts, each of which when so executed shall be
            deemed to be an original and, all of which taken together shall
            constitute one and the same Agreement. In the event that any
            signature is delivered by facsimile transmission, such signature
            shall create a valid binding obligation of the party executing (or
            on whose behalf such signature is executed) the same with the same
            force and effect as if such facsimile signature were the original
            thereof.

                  (i)   Governing Law. All questions concerning the
            construction, validity, enforcement and interpretation of this
            Agreement shall be governed by


                                       13



            and construed and enforced in accordance with the internal laws of
            the State of New York, without regard to the principles of conflicts
            of law thereof.

                  (j)   Cumulative Remedies. The remedies provided herein are
            cumulative and not exclusive of any remedies provided by law.

                  (k)   Severability. If any term, provision, covenant or
            restriction of this Agreement is held by a court of competent
            jurisdiction to be invalid, illegal, void or unenforceable, the
            remainder of the terms, provisions, covenants and restrictions set
            forth herein shall remain in full force and effect and shall in no
            way be affected, impaired or invalidated, and the parties hereto
            shall use their commercially reasonable efforts to find and employ
            an alternative means to achieve the same or substantially the same
            result as that contemplated by such term, provision, covenant or
            restriction. It is hereby stipulated and declared to be the
            intention of the parties that they would have executed the remaining
            terms, provisions, covenants and restrictions without including any
            of such that may be hereafter declared invalid, illegal, void or
            unenforceable.

                  (l)   Headings. The headings in this Agreement are for
            convenience of reference only and shall not limit or otherwise
            affect the meaning hereof.

                  (m)   Independent Nature of Purchasers' Obligations and
            Rights. The obligations of each Purchaser hereunder are several and
            not joint with the obligations of any other Purchaser hereunder, and
            no Purchaser shall be responsible in any way for the performance of
            the obligations of any other Purchaser hereunder. Nothing contained
            herein or in any other agreement or document delivered at any
            closing, and no action taken by any Purchaser pursuant hereto or
            thereto, shall be deemed to constitute the Purchasers as a
            partnership, an association, a joint venture or any other kind of
            entity, or create a presumption that the Purchasers are in any way
            acting in concert with respect to such obligations or the
            transactions contemplated by this Agreement. Each Purchaser shall be
            entitled to protect and enforce its rights, including without
            limitation the rights arising out of this Agreement, and it shall
            not be necessary for any other Purchaser to be joined as an
            additional party in any proceeding for such purpose.


      (Remainder of page intentionally left blank. Signature pages follow.)


                                       14



      IN WITNESS WHEREOF, the parties have executed this Registration Rights
Agreement as of the date first written above.


                                        NAVIOS MARITIME HOLDINGS INC


                                        By: ____________________________________

                                            Name: ______________________________

                                            Title: _____________________________


                       (Purchaser signature pages follow.)




                                        PURCHASER: _____________________________


                                        By: ____________________________________
                                            Name:
                                            Title:
                                            Fax Number:


                 (Additional Purchaser signature pages follow.)




                                     ANNEX A

      Plan of Distribution

      The shares covered by this prospectus may be offered and sold from time to
time by the selling stockholders. The term "selling stockholder" includes
pledgees, donees, transferees or other successors in interest selling shares
received after the date of this prospectus from each selling stockholder as a
pledge, gift, partnership distribution or other non-sale related transfer. The
number of shares beneficially owned by a selling stockholder will decrease as
and when it effects any such transfers. The plan of distribution for the selling
stockholders' shares sold hereunder will otherwise remain unchanged, except that
the transferees, pledgees, donees or other successors will be selling
stockholders hereunder. To the extent required, we may amend and supplement this
prospectus from time to time to describe a specific plan of distribution.

      The selling stockholders will act independently of us in making decisions
with respect to the timing, manner and size of each sale. The selling
stockholders may make these sales at prices and under terms then prevailing or
at prices related to the then current market price. The selling stockholders may
also make sales in negotiated transactions. The selling stockholders may offer
their shares from time to time pursuant to one or more of the following methods:

            o     ordinary brokerage transactions and transactions in which the
                  broker-dealer solicits purchasers;

            o     one or more block trades in which the broker-dealer will
                  attempt to sell the shares as agent but may position and
                  resell a portion of the block as principal to facilitate the
                  transaction;

            o     purchases by a broker-dealer as principal and resale by the
                  broker-dealer for its account;

            o     an exchange distribution in accordance with the rules of the
                  applicable exchange;

            o     public or privately negotiated transactions;

            o     on the Nasdaq National Market (or through the facilities of
                  any national securities exchange or U.S. inter-dealer
                  quotation system of a registered national securities
                  association, on which the shares are then listed, admitted to
                  unlisted trading privileges or included for quotation);

            o     through underwriters, brokers or dealers (who may act as
                  agents or principals) or directly to one or more purchasers;

            o     a combination of any such methods of sale; and

            o     any other method permitted pursuant to applicable law.


                                       A-1



      In connection with distributions of the shares or otherwise, the selling
stockholders may:

            o     enter into hedging transactions with broker-dealers or other
                  financial institutions, which may in turn engage in short
                  sales of the shares in the course of hedging the positions
                  they assume;

            o     sell the shares short and redeliver the shares to close out
                  such short positions;

            o     enter into option or other transactions with broker-dealers or
                  other financial institutions which require the delivery to
                  them of shares offered by this prospectus, which they may in
                  turn resell; and

            o     pledge shares to a broker-dealer or other financial
                  institution, which, upon a default, they may in turn resell.

      In addition to the foregoing methods, the selling stockholders may offer
their shares from time to time in transactions involving principals or brokers
not otherwise contemplated above, in a combination of such methods or described
above or any other lawful methods. The selling stockholders may also transfer,
donate or assign their shares to lenders, family members and others and each of
such persons will be deemed to be a selling stockholder for purposes of this
prospectus. The selling stockholders or their successors in interest may from
time to time pledge or grant a security interest in some or all of the shares of
common stock, and if the selling stockholders default in the performance of
their secured obligations, the pledgees or secured parties may offer and sell
the shares of common stock from to time under this prospectus; provided however
in the event of a pledge or then default on a secured obligation by the selling
stockholder, in order for the shares to be sold under this registration
statement, unless permitted by law, we must distribute a prospectus supplement
and/or amendment to this registration statement amending the list of selling
stockholders to include the pledgee, secured party or other successors in
interest of the selling stockholder under this prospectus.

      The selling stockholders may also sell their shares pursuant to Rule 144
under the Securities Act, which permits limited resale of shares purchased in a
private placement subject to the satisfaction of certain conditions, including,
among other things, the availability of certain current public information
concerning the issuer, the resale occurring following the required holding
period under Rule 144 and the number of shares being sold during any three-month
period not exceeding certain limitations.

      Sales through brokers may be made by any method of trading authorized by
any stock exchange or market on which the shares may be listed or quoted,
including block trading in negotiated transactions. Without limiting the
foregoing, such brokers may act as dealers by purchasing any or all of the
shares covered by this prospectus, either as agents for others or as principals
for their own accounts, and reselling such shares pursuant to this prospectus.
The selling stockholders may effect such transactions directly, or indirectly
through underwriters, broker-dealers or agents acting on their behalf. In
effecting sales, broker-dealers or agents engaged by the selling stockholders
may arrange for other broker-dealers to participate. Broker-dealers or agents
may receive commissions, discounts or concessions from the selling


                                       A-2



stockholders, in amounts to be negotiated immediately prior to the sale (which
compensation as to a particular broker-dealer might be in excess of customary
commissions for routine market transactions).

      In offering the shares covered by this prospectus, the selling
stockholders, and any broker-dealers and any other participating broker-dealers
who execute sales for the selling stockholders, may be deemed to be
"underwriters" within the meaning of the Securities Act in connection with these
sales. Any profits realized by the selling stockholders and the compensation of
such broker-dealers may be deemed to be underwriting discounts and commissions.

      The Company is required to pay all fees and expenses incident to the
registration of the shares.

      The Company has agreed to indemnify the selling stockholders against
certain losses, claims, damages and liabilities, including liabilities under the
Securities Act.


                                       A-3

                   FORM OF WARRANT EXERCISE PURCHASE AGREEMENT

      This Warrant Exercise Purchase Agreement (this "AGREEMENT") is dated as of
June 6, 2006, among NAVIOS MARITIME HOLDINGS INC., a Marshall Islands
corporation (the "COMPANY"), and the warrant holders listed on Schedule 1 hereto
(each, a "PURCHASER" and collectively, the "PURCHASERS").

      WHEREAS, subject to the terms and conditions set forth in this Agreement,
in order to induce Purchaser to exercise certain of the Company's outstanding
publicly traded warrants held by Purchaser as of the date of this Agreement, the
Company agrees to reduce the exercise price of the warrants from $5.00 to $4.10;

      WHEREAS, in order to execute and participate in the transactions
contemplated by this Agreement, Purchaser is either a "Qualified Institutional
Buyer" within the meaning of Rule 144A or an institutional "accredited investor"
within the meaning of Regulation D and Purchaser is acquiring such securities
for investment and not for distribution

      WHEREAS, pursuant to the above referenced securities laws, the Company
desires to issue and sell to each Purchaser, and each Purchaser, severally and
not jointly, desires to purchase from the Company, certain securities of the
Company through the exercise of its publicly traded warrants, as more fully
described in this Agreement.

      NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this
Agreement, and for other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the Company and the Purchasers agree
as follows:

                                   ARTICLE I.
                                   DEFINITIONS

      1.1   Definitions. In addition to the terms defined elsewhere in this
Agreement, for all purposes of this Agreement, the following terms shall have
the meanings indicated in this Section 1.1:

            "ACTION" means any action, suit, inquiry, notice of violation,
proceeding (including any partial proceeding, such as a deposition) or
investigation pending or threatened in writing against or affecting the Company,
the Subsidiaries or any of their respective properties before or by any court,
arbitrator, governmental or administrative agency, regulatory authority
(federal, state, county, local or foreign), stock market, stock exchange or
trading facility.

            "AFFILIATE" means any Person that, directly or indirectly, through
one or more intermediaries, controls or is controlled by, or is under common
control with, a Person, as such terms are used in and construed under Rule 144.

            "BUSINESS DAY" means any day except Saturday, Sunday and any day
which shall be a federal legal holiday or a day on which banking institutions in
the State of New York are authorized or required by law or other governmental
action to close.




            "CLOSING" means the closing of the purchase and sale of the Shares
pursuant to Section 2.2.

            "COMMISSION" means the Securities and Exchange Commission.

            "COMMON STOCK" means the shares of common stock of the Company,
$0.0001 par value per share, and any securities into which such Common Stock may
hereafter be reclassified.

            "COMPANY COUNSEL" means Mintz, Levin, Cohn, Ferris, Glovsky and
Popeo, P.C. or any special counsel engaged by the Company with respect to
matters arising under or in connection with the laws of the Republic of the
Marshall Islands.

            "CONFIDENTIALITY AGREEMENT" means that certain Confidentiality
Agreement by and between the Company and each Purchaser, if any.

            "DISCLOSURE MATERIALS" shall have the meaning set forth in Section
3.1(h) hereof.

            "EFFECTIVE DATE" means the date that the Registration Statement is
first declared effective by the Commission.

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

            "GAAP" shall have the meaning set forth in Section 3.1(h) hereof.

            "INVESTMENT AMOUNT" means, with respect to each Purchaser, the
investment amount indicated on Schedule 1 hereto.

            "LEGEND REMOVAL DATE" shall have the meaning set forth in Section
4.1(c) hereof.

            "LIEN" means any lien, charge, encumbrance, security interest, right
of first refusal, preemptive right or other restrictions of any kind.

            "MATERIAL PERMIT" shall have the meaning set forth in Section 3.1(l)
hereof.

            "NEW YORK COURTS" shall have the meaning set forth in Section 5.9
hereof.

            "PERSON" means an individual or corporation, partnership, trust,
incorporated or unincorporated association, joint venture, limited liability
company, joint stock company, government (or an agency or subdivision thereof)
or other entity of any kind.

            "PROCEEDING" means an action, claim, suit, investigation or
proceeding (including, without limitation, an investigation or partial
proceeding, such as a deposition), whether commenced or threatened.


                                        2



            "REGISTRAR" shall mean the Registrar or Deputy Registrar of
Corporations of the Republic of the Marshall Islands.

            "REGISTRATION RIGHTS AGREEMENT" means the Registration Rights
Agreement, dated as of the date of this Agreement, among the Company and the
Purchasers, in the form of Exhibit A hereto.

            "REGISTRATION STATEMENT" means a registration statement meeting the
requirements set forth in the Registration Rights Agreement and covering the
resale by the Purchasers of the Shares.

            "RULE 144" means Rule 144 promulgated by the Commission pursuant to
the Securities Act, as such Rule may be amended from time to time, or any
similar rule or regulation hereafter adopted by the Commission having
substantially the same effect as such Rule.

            "SEC REPORTS" shall have the meaning ascribed to such term in
Section 3.1(h).

            "SECURITIES ACT" means the Securities Act of 1933, as amended.

            "SHORT SALE" shall have the meaning set forth in Section 3.2(b)
hereof.

            "SUBSIDIARY" means any subsidiary formed by the Company for the
purpose of effecting corporate transactions.

            "TRADING DAY" means (i) a day on which the Common Stock is traded on
a Trading Market, or (ii) if the Common Stock is not listed on a Trading Market,
a day on which the Common Stock is traded in the over-the-counter market is
quoted in the over-the-counter market as reported by the National Quotation
Bureau Incorporated (or any similar organization or agency succeeding to its
functions of reporting prices); provided, that in the event that the Common
Stock is not listed or quoted as set forth in (i) or (ii) hereof, then Trading
Day shall mean a Business Day.

            "TRADING MARKET" means whichever of the New York Stock Exchange, the
American Stock Exchange or the NASDAQ National Market on which the Common Stock
is listed or quoted for trading on the date in question.

            "TRANSACTION DOCUMENTS" means this Agreement, the Warrant Exercise
Form, the Registration Rights Agreement, and any other documents or agreements
executed in connection with the transactions contemplated hereunder.

            "WARRANT EXERCISE PRICE" equals $4.10.

            "WARRANT SHARES" shall have the meaning set forth in Section 2.1(a)
hereof.


                                        3



            "WARRANTS" means the Company's currently outstanding publicly traded
warrants held by the Purchasers.

                                   ARTICLE II.
                   AUTHORIZATION AND ISSUANCE OF COMMON STOCK
                            UPON EXERCISE OF WARRANTS

      2.1   Authorization of Warrant Shares.

            The Company has previously authorized the sale and issuance of
shares of its Common Stock to be issued upon exercise of the Warrants (the
"WARRANT SHARES").

            Sale and Purchase of Warrant Shares; Closing.

            (a)   Subject to the terms and conditions set forth in this
Agreement, at the Closing, the Company shall issue and sell to each Purchaser,
and each Purchaser shall, severally and not jointly, purchase from the Company
the Warrant Shares upon exercise of the Warrants upon payment of the Warrant
Exercise Price representing such Purchaser's Investment Amount. No later than
the earlier of June 2, 2006 or three (3) Business Days following the
satisfaction of each of the applicable conditions set forth in Section 2.2 (the
"Closing Date"), the Closing shall occur at the offices of Mintz, Levin, Cohn,
Ferris, Glovsky and Popeo, P.C., 666 Third Avenue, New York, NY 10017 or at such
other location or time as the parties shall mutually agree.

            (b)   Upon execution of this Agreement, each Purchaser shall deliver
a Warrant Exercise Form and its Investment Amount, in United States dollars and
in immediately available funds in accordance with the following wire
instructions: UBS AG, ABA# 026007993, Account No. 101-WA-258641-000, for further
credit to: Navios Maritime Holdings Inc., Account No. KU 42651.

      2.2   Closing Conditions. (a) At the Closing, the Company shall deliver or
cause to be delivered to each Purchaser the following:

                  (i)     a certificate evidencing the number of Warrant Shares
registered in the name of such Purchaser equal to the number of Warrants held by
the Purchaser as identified;

                  (ii)    the legal opinion of Company Counsel and counsel for
the laws of the Marshall Islands, in agreed forms attached as Exhibit B,
addressed to the Purchasers; and

                  (iii)   the Registration Rights Agreement, duly executed by
the Company.


                                        4



            (b)   At the Closing, each Purchaser shall deliver or cause to be
delivered to the Company the Registration Rights Agreement, duly executed by
such Purchaser, the Purchaser's Investment Amount and a duly executed Warrant
Exercise Form.

            (c)   The obligations of each party at the Closing to consummate the
transactions contemplated at such Closing shall be subject to the fulfillment,
or waiver by the parties, of each of the following conditions:

                  (i)     from the date hereof to the Closing Date, trading in
the Common Stock shall not have been suspended by the Commission (except for any
suspension of trading of limited duration agreed to by the Company, which
suspension shall be terminated prior to the Closing), and, at any time prior to
the Closing Date, trading in securities generally as reported by Bloomberg
Financial Markets shall not have been suspended or limited, or minimum prices
shall not have been established on securities whose trades are reported by such
service, or on any Trading Market, nor shall a banking moratorium have been
declared either by the United States or New York State authorities.

            (d)   The respective obligations of the Purchasers at the Closing to
consummate the transactions contemplated at such Closing shall be subject to the
fulfillment, or waiver by the Purchasers, of the following conditions:

                  (i)     all representations and warranties of the Company
contained herein shall remain true and correct in all material respects as of
the Closing Date, as if made at and as of the Closing Date, and the Company
shall deliver a certificate by an appropriate officer to such effect;

                  (ii)    all obligations, covenants and agreements of the
Company required to be performed at or prior to the Closing Date shall have been
performed in all material respects;

                  (iii)   the Company shall have delivered the items set forth
in Section 2.2(a) of this Agreement;

                  (iv)    there shall have been no Material Adverse Effect with
respect to the Company since the date hereof;

                  (v)     the execution and delivery of each of the Transaction
Documents by the Company and the Subsidiaries and the consummation by it of the
transactions contemplated thereby (i) do not violate, conflict with or result in
a violation of, or constitute a default (whether after the giving of notice,
lapse of time or both) under, any provision of any law, regulation or rule, or
any order of, or any restriction imposed by, any court or U.S. state or federal
or foreign governmental agency or authority, or self-regulatory organization
(any, a "GOVERNMENTAL AUTHORITY"), including, without limitation, the Financial
Services Authority, the Commission, the Commodities Futures Trading Commission,
the National Association of Securities Dealers (the "NASD") and the National
Futures Association (the "NFA"), applicable


                                        5



to the Company and (ii) do not require from the Company or the Subsidiaries any
notice to, declaration or filing with, or consent or approval of any
Governmental Authority or other third party, except for the approval of the
Company's stockholders and as set forth in Schedule 3.1(e); and

                  (vi)    no court, arbitrator or Governmental Authority shall
have issued any order restraining the consummation of the transactions
contemplated by this Agreement, and no proceeding challenging this Agreement or
the transactions contemplated hereby or seeking to prohibit or materially delay
the Closing shall have been instituted by any Person before any court,
arbitrator or Governmental Authority and be pending.

            (e)   The obligations of the Company at the Closing to consummate
the transactions contemplated at such Closing shall be subject to the
fulfillment, or waiver by the Company, of the conditions that (i) all
representations and warranties of the Purchasers contained herein shall remain
true and correct in all material respects as of the Closing Date, as if made at
and as of the Closing Date, and the Purchasers shall have performed all of their
covenants and agreements to be performed on or prior to the Closing Date; and
(ii) Purchasers shall have exercised in the aggregate Warrants for a total
Investment Amount of at least $100 million.

                                  ARTICLE III.
                         REPRESENTATIONS AND WARRANTIES

      3.1   Representations and Warranties of the Company. Except as set forth
under the corresponding section of the Disclosure Schedules, which Disclosure
Schedules shall deemed a part hereof, the Company hereby makes the following
representations and warranties to each Purchaser:

            (a)   Subsidiaries. The Company owns, directly or indirectly, all of
the capital stock of the Subsidiaries, free and clear of any and all Liens, and
all the issued and outstanding shares of capital stock of the Subsidiaries are
validly issued and are fully paid, non-assessable and free of preemptive and
similar rights.

            (b)   Organization and Qualification. Each of the Company and the
Subsidiaries is an entity duly incorporated or otherwise organized, validly
existing and in good standing under the laws of the jurisdiction of its
incorporation or organization (as applicable), with the requisite power and
authority to own and use its properties and assets and to carry on its business
as currently conducted. Neither the Company nor any of the Subsidiaries is in
violation of any of the provisions of its respective certificate or articles of
incorporation, bylaws or other organizational or charter documents. The Company
and each of the Subsidiaries is duly qualified to conduct business and is in
good standing as a foreign corporation or other entity in each jurisdiction in
which the nature of the business conducted or property owned by it makes such
qualification necessary, except where the failure to be so qualified or in good
standing, as the case may be, could not, individually or in the aggregate, have
or reasonably be expected to result in (i) an adverse effect on the legality,
validity or enforceability of any Transaction


                                        6



Document, (ii) a material and adverse effect on the results of operations,
assets, business, or condition (financial or otherwise) of the Company and the
Subsidiaries, taken as a whole, or (iii) an adverse impairment to the Company's
ability to perform, on a timely basis, its obligations under any Transaction
Document (any of (i), (ii) or (iii), a "MATERIAL ADVERSE EFFECT") and no
Proceeding has been instituted in any such jurisdiction revoking, limiting or
curtailing or seeking to revoke, limit or curtail such power and authority or
qualification.

            (c)   Authorization; Enforcement. The Company has the requisite
corporate power and authority, and has taken all requisite corporate action to
enter into and to consummate the transactions contemplated by each of the
Transaction Documents and otherwise to carry out its obligations thereunder. The
execution and delivery of each of the Transaction Documents by the Company and
the consummation by it of the transactions contemplated thereby have been duly
authorized by all necessary action on the part of the Company, and no further
action is required by the Company in connection therewith. Each Transaction
Document has been (or upon delivery will have been) duly executed by the Company
and, when delivered in accordance with the terms hereof, will constitute the
valid and binding obligation of the Company enforceable against the Company in
accordance with its terms, except (i) as limited by applicable bankruptcy,
insolvency, reorganization, moratorium and other laws of general application
affecting enforcement of creditors' rights generally and (ii) as limited by laws
relating to the availability of specific performance, injunctive relief or other
equitable remedies, and (iii) as limited by public policy.

            (d)   No Conflicts. The execution, delivery and performance of the
Transaction Documents by the Company and the consummation by the Company of the
transactions contemplated thereby do not and will not (i) conflict with or
violate any provision of the Company's or any the Subsidiaries' certificate or
articles of incorporation, bylaws or other organizational or charter documents,
or (ii) conflict with, or constitute a default (or an event that, with notice or
lapse of time or both, would become a default) under, or give to others any
rights of termination, amendment, acceleration or cancellation (with or without
notice, lapse of time or both) of, any agreement, credit facility, debt or other
instrument (evidencing a Company or Subsidiaries debt or otherwise) or other
understanding to which the Company or any of the Subsidiaries is a party or by
which any property or asset of the Company or any of the Subsidiaries is bound
or affected, or (iii) result in a violation of any law, rule, regulation, order,
judgment, injunction, decree or other restriction of any court or governmental
authority to which the Company or any of the Subsidiaries is subject (including
federal and state securities laws and regulations), or by which any property or
asset of the Company or any of the Subsidiaries is bound or affected; except in
the case of each of clauses (ii) and (iii), such as could not, individually or
in the aggregate, have or reasonably be expected to result in a Material Adverse
Effect.

            (e)   Filings, Consents and Approvals. The Company is not required
to obtain any consent, waiver, authorization or order of, give any notice to, or
make any filing or registration with, any court or other federal, state, local
or other governmental authority or other Person in connection with the
execution, delivery and performance by the Company of the


                                        7



Transaction Documents, other than (i) the filing with the Commission of the
Registration Statement in accordance with the requirements of the Registration
Rights Agreement, (ii) the filing of Form D with the Commission and such filings
required by state securities laws, which the Company will promptly and timely,
and in any event prior to the Effectiveness Date under the Registration
Statement, make, (iii) the application(s) to each Trading Market for the listing
of the shares of Warrant Shares for trading thereon in the time and manner
required thereby, (iv) the filings required in accordance with Section 4.4, and
(v) such other filings as may be required following the Closing Date under the
Securities Act and the Exchange Act.

            (f)   Issuance of the Warrant Shares. The Warrant Shares have been
duly authorized and, when issued and paid for in accordance with the provisions
of the Warrants and the Transaction Documents, will be duly and validly issued,
fully paid and nonassessable, free and clear of all Liens. The Company shall
have reserved from its duly authorized capital stock all of the Warrant Shares
issuable pursuant to this Agreement.

            (g)   Capitalization. The capitalization of the Company conforms as
to legal matters to the description thereof contained in the Company's most
recent periodic report filed with the Commission. No securities of the Company
are entitled to preemptive or similar rights, and no Person has any right of
first refusal, preemptive right, right of participation, or any similar right to
participate in the transactions contemplated by the Transaction Documents.
Except as described in the SEC Reports, there are no outstanding options,
warrants, scrip rights to subscribe to, calls or commitments of any character
whatsoever relating to, or securities, rights or obligations convertible into or
exercisable or exchangeable for, or giving any Person any right to subscribe for
or acquire, any shares of Common Stock, or contracts, commitments,
understandings or arrangements by which the Company or any of the Subsidiaries
is or may become bound to issue additional shares of Common Stock, or securities
or rights convertible or exchangeable into, or exercisable for, shares of Common
Stock. The issue and sale of the Warrant Shares will not obligate the Company to
issue shares of Common Stock or other securities to any Person (other than the
Purchasers) and will not result in a right of any holder of Company securities
to adjust the exercise, conversion, exchange or reset price under such
securities. All of the outstanding shares of capital stock of the Company are
validly issued, fully paid and nonassessable, have been issued in compliance
with all federal and state securities laws, and none of such outstanding shares
was issued in violation of any preemptive rights or similar rights to subscribe
for or purchase securities. No further approval or authorization of any
stockholder, the Board of Directors of the Company or others is required for the
issuance and sale of the Warrant Shares. Except as disclosed in the SEC Filings,
there are no stockholders agreements, voting agreements or other similar
agreements with respect to the Company's capital stock to which the Company is a
party or, to the knowledge of the Company, between or among any of the Company's
stockholders.

            (h)   SEC Reports; Financial Statements. The Company has filed all
reports, registrations, schedules, forms, statements and other documents
required to be filed by it under the Securities Act and the Exchange Act,
including pursuant to Section 13(a) or 15(d) thereof, or with any Governmental
Authority, for the twelve months preceding the date hereof (or such


                                        8



shorter period as the Company was required by law to file such reports) (the
foregoing materials being collectively referred to herein as the "SEC REPORTS"
and, together with the Schedules to this Agreement (if any), the "DISCLOSURE
MATERIALS") on a timely basis or has timely filed a valid extension of such time
of filing and has filed any such SEC Reports prior to the expiration of any such
extension. As of their respective dates, the SEC Reports complied in all
material respects with the requirements of the Securities Act and the Exchange
Act and the rules and regulations of the Commission promulgated thereunder, and
the rules and regulations of any other Governmental Authority with which the SEC
Reports were made or should have been made, and none of the SEC Reports, when
filed, contained any untrue statement of a material fact or omitted to state a
material fact required to be stated therein or necessary in order to make the
statements therein, in light of the circumstances under which they were made,
not misleading. The financial statements of the Company included in the SEC
Reports comply in all material respects with the rules and regulations of the
Commission with respect thereto as in effect at the time of filing. Such
financial statements have been prepared in accordance with generally accepted
accounting principles applied on a consistent basis during the periods involved
("GAAP"), except as may be otherwise specified in such financial statements or
the notes thereto and except that unaudited financial statements may not contain
all footnotes required by GAAP, and fairly present in all material respects the
financial position of the Company and its consolidated subsidiaries as of and
for the dates thereof and the results of operations and cash flows for the
periods then ended, subject, in the case of unaudited statements, to normal,
immaterial, year-end audit adjustments.

            (i)   Material Changes; Undisclosed Events, Liabilities or
Developments. Since the date of the latest audited financial statements included
within the SEC Reports, except as specifically disclosed in the SEC Reports, (i)
there has been no event, occurrence or development that has had or that could
reasonably be expected to result in a Material Adverse Effect, (ii) the Company
has not incurred any liabilities (contingent or otherwise) other than (A) trade
payables and accrued expenses incurred in the ordinary course of business
consistent with past practice and (B) liabilities not required to be reflected
in the Company's financial statements pursuant to GAAP or required to be
disclosed in filings made with the Commission, (iii) the Company has not altered
its method of accounting or the identity of its auditors, (iv) the Company has
not declared or made any dividend or distribution of cash or other property to
its stockholders or purchased, redeemed or made any agreements to purchase or
redeem any shares of its capital stock, and (v) the Company has not issued any
equity securities to any officer, director or Affiliate. The Company does not
have pending before the Commission any request for confidential treatment of
information. Except for the issuance of the Securities contemplated by this
Agreement and as may be contemplated as described in the Confidentiality
Agreement executed by the Purchaser or as set forth on Schedule 3.1(i), no
event, liability or development has occurred or exists with respect to the
Company or the Subsidiaries or their respective business, properties, operations
or financial condition, that would be required to be disclosed by the Company
under applicable securities laws at the time this representation is made that
has not been publicly disclosed one (1) Trading Day prior to the date that this
representation is made.


                                        9



            (j)   Litigation. There is no Action which (i) adversely affects or
challenges the legality, validity or enforceability of any of the Transaction
Documents or the Warrants or (ii) except as set forth in the SEC Reports, could,
if there were an unfavorable decision, individually or in the aggregate, have or
reasonably be expected to result in a Material Adverse Effect. Neither the
Company nor any of the Subsidiaries, nor any director or officer thereof, is or
has been the subject of any Action involving a claim of violation of or
liability under federal or state securities laws or a claim of breach of
fiduciary duty. There has not been, and to the knowledge of the Company, there
is not pending or contemplated, any investigation by the Commission involving
the Company or any of the Subsidiaries or any current or former director or
officer of the Company or the Subsidiaries. The Commission has not issued any
stop order or other order suspending the effectiveness of any registration
statement filed by the Company under the Exchange Act or the Securities Act.

            (k)   Compliance. Neither the Company nor any of the Subsidiaries
(i) is in default under or in violation of (and no event has occurred that has
not been waived that, with notice or lapse of time or both, would result in a
default by the Company or any of the Subsidiaries under), nor has the Company or
any of the Subsidiaries received notice of a claim that it is in default under
or that it is in violation of, any indenture, loan or credit agreement or any
other agreement or instrument to which it is a party or by which it or any of
its properties is bound (whether or not such default or violation has been
waived), (ii) is in violation of any order of any court, arbitrator or
governmental body, or (iii) is or has been in violation of any statute, rule or
regulation of any governmental authority, including, without limitation, all
foreign, federal, state and local laws applicable to its business, except in
each case as could not, individually or in the aggregate, have or reasonably be
expected to result in a Material Adverse Effect.

            (l)   Regulatory Permits. The Company and each of the Subsidiaries
possess all certificates, authorizations, licenses, registrations and permits
issued by any Governmental Authority which are necessary to conduct their
respective businesses as described in the SEC Reports, except where the failure
to possess such permits would not, individually or in the aggregate, have or
reasonably be expected to result in a Material Adverse Effect ("MATERIAL
PERMITS"), and neither the Company nor any of the Subsidiaries has received any
notice of proceedings relating to the revocation or modification of any Material
Permit.

            (m)   Transactions With Affiliates and Employees. Except as set
forth in the SEC Reports, none of the officers or directors of the Company and,
to the knowledge of the Company, none of the employees of the Company, is
presently a party to any transaction with the Company or any of the Subsidiaries
(other than for services as employees, officers and directors), including any
contract, agreement or other arrangement providing for the furnishing of
services to or by, providing for rental of real or personal property to or from,
or otherwise requiring payments to or from any officer, director or such
employee or, to the knowledge of the Company, any entity in which any officer,
director, or any such employee has a substantial interest or is an officer,
director, trustee or partner.


                                       10



            (n)   Sarbanes-Oxley; Internal Accounting Controls. The Company is
in material compliance with all provisions of the Sarbanes-Oxley Act of 2002
which are applicable to it as of the Closing Date. The Company maintains a
system of internal accounting controls sufficient to provide reasonable
assurance that (i) transactions are executed in accordance with management's
general or specific authorizations, (ii) transactions are recorded as necessary
to permit preparation of financial statements in conformity with GAAP and to
maintain asset accountability, (iii) access to assets is permitted only in
accordance with management's general or specific authorization, and (iv) the
recorded accountability for assets is compared with the existing assets at
reasonable intervals and appropriate action is taken with respect to any
differences. The Company has established disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15 and 15d-15) for the Company and designed
such disclosure controls and procedures to ensure that material information
relating to the Company, including its Subsidiaries, is made known to the
certifying officers by others within those entities, particularly during the
period in which the Company's Form 20-F is being prepared.

            (o)   Private Placement. Assuming the accuracy of the Purchasers'
representations and warranties set forth in Section 3.2, no registration under
the Securities Act is required for the issuance of the Warrant Shares by the
Company to the Purchasers upon exercise of the Warrants as contemplated hereby.
The issuance and sale of the Warrant Shares hereunder will not contravene the
rules and regulations of the Trading Market.

            (p)   Listing and Maintenance Requirements. The Company's Common
Stock is registered pursuant to Section 12(g) of the Exchange Act, and the
Company has taken no action designed to terminate, or which to its knowledge is
likely to have the effect of terminating, the registration of the issuance of
the Warrant Shares under the Exchange Act. Except as specified in the SEC
Reports, the Company has not, in the two years preceding the date hereof,
received notice from any Trading Market to the effect that the Company is not in
compliance with the listing or maintenance requirements thereof. The Company is,
and has no reason to believe that it will not in the foreseeable future continue
to be, in compliance with the listing and maintenance requirements for continued
listing of the Common Stock on the applicable Trading Market, including the
Eligibility Rules thereunder. The issuance and sale of the Warrant Shares under
the Transaction Documents does not contravene the rules and regulations of the
Trading Market on which the Common Stock is currently listed or quoted.

            (q)   Investment Company. The Company is not, and is not an
Affiliate of, and immediately after receipt of payment upon exercise of the
Warrants for the Warrant Shares, will not be an Affiliate of, an "investment
company" within the meaning of the Investment Company Act of 1940, as amended.
The Company and each of the Subsidiaries shall conduct their business in a
manner so that they will not become subject to the Investment Company Act of
1940, as amended.

            (r)   Registration Rights. Other than each of the Purchasers, and as
disclosed in SEC filings, including the underwriters who received warrants in
connection with public offering of the Company's predecessor and the holders of
the Company's publicly traded warrants, no


                                       11



Person has any right to cause the Company to effect the registration under the
Securities Act of any securities of the Company. The Company is currently
engaged in attempting to effectuate a registration statement covering the
exercise of its publicly traded warrants.

            (s)   No Integrated Offering. Assuming the accuracy of the
Purchasers' representations and warranties set forth in Section 3.2, neither the
Company, nor any of its affiliates, nor any Person acting on its or their behalf
has, directly or indirectly, made any offers or sales of any security or
solicited any offers to buy any security, under circumstances that would cause
this offering of the Warrant Shares to be integrated with prior offerings by the
Company for purposes of the Securities Act, any state securities law or any
applicable stockholder approval provisions, including, without limitation, under
the rules and regulations of any Trading Market on which any of the securities
of the Company are listed or designated, if such integration would adversely
affect the representation in (o) above or the listing on the Trading Market.

            (t)   Form F-3 Eligibility. The Company expects to be eligible by
August 26, 2006, to register the resale of the Warrant Shares for resale by the
Purchasers on Form F-3 promulgated under the Securities Act.

            (u)   Tax Status. Except for matters that would not, individually or
in the aggregate, have or reasonably be expected to result in a Company Material
Adverse Effect, the Company and each of the Subsidiaries have filed all
necessary federal, state and foreign income and franchise tax returns and have
paid or accrued all taxes shown as due thereon, and the Company has no knowledge
of a tax deficiency which has been asserted or threatened against the Company or
any of the Subsidiaries.

      3.2   Representations and Warranties of the Purchasers. Each Purchaser
hereby, for itself and for no other Purchaser, represents and warrants as of the
date hereof and as of the Closing Date to the Company as follows:

            (a)   Organization; Authority. Such Purchaser is an entity duly
organized, validly existing and in good standing under the laws of the
jurisdiction of its organization with the requisite corporate or partnership
power and authority to enter into and to consummate the transactions
contemplated by the applicable Transaction Documents and otherwise to carry out
its obligations thereunder. The execution, delivery and performance by such
Purchaser of the transactions contemplated by this Agreement has been duly
authorized by all necessary corporate or, if such Purchaser is not a
corporation, such partnership, limited liability company or other applicable
like action, on the part of such Purchaser. Each of this Agreement and the
Registration Rights Agreement has been duly executed by such Purchaser and, when
delivered by such Purchaser in accordance with terms hereof, will constitute the
valid and legally binding obligation of such Purchaser, enforceable against it
in accordance with its terms, except (i) as limited by applicable bankruptcy,
insolvency, reorganization, or similar laws relating to or affecting the
enforcement of creditors' rights generally and (ii) as limited by equitable
principles generally.


                                       12



            (b)   Investment Intent. Such Purchaser understands that the Warrant
Shares are "restricted securities" and have not been registered under the
Securities Act or any applicable state securities law and is acquiring the
Warrant Shares as principal for its own account for investment purposes only and
not with a present view to or for distributing or reselling such Warrant Shares
or any part thereof, has no present intention of distributing any of such
Warrant Shares and has no arrangement or understanding with any other person or
persons regarding the distribution of such Warrant Shares (this representation
and warranty not limiting such Purchaser's right to sell the Warrant Shares
pursuant to the Registration Statement or otherwise in compliance with
applicable federal and state securities laws). Such Purchaser has not engaged,
during the one month prior to the date of this Agreement, in any Short Sales
with respect to the Common Stock. The Purchaser further represents that, between
the time it became aware of the transactions contemplated by this Agreement and
the public announcement of this Agreement or the termination hereof, it has not
engaged and will not engage in any trades, whether purchases, sales, Short Sales
or otherwise, with respect to the Common Stock. For the purposes of this
Agreement, "SHORT SALE" by a Purchaser means a sale of Common Stock that is
marked as a short sale and that is executed at a time when such Purchaser has no
equivalent offsetting long position in the Common Stock, exclusive of the
Warrant Shares.

            (c)   Purchaser Status/Residence. At the time such Purchaser
exercised the Warrants and was issued the Warrant Shares, it was (a) an
institutional "accredited investor" as defined in Rule 501(a) under the
Securities Act, and/or (b) a "qualified institutional buyer" as defined in Rule
144A under the Securities Act. Such Purchaser is not a registered broker-dealer
under Section 15 of the Exchange Act. Each Purchaser represents that, to the
extent that he or she is an individual, that he or she is a resident of the
state set forth opposite his or her name on Schedule 1, and, to the extent that
it is an organizational entity, it has been organized under the laws of the
state or country set forth opposite its name on Schedule 1.

            (d)   Experience of Such Purchaser. Such Purchaser, either alone or
together with its representatives, has such knowledge, sophistication and
experience in business and financial matters so as to be capable of evaluating
the merits and risks of the prospective investment in the Warrant Shares and has
so evaluated the merits and risks of such investment. Such Purchaser is able to
bear the economic risk of an investment in the Warrant Shares and is able to
afford a complete loss of such investment.

            (e)   General Solicitation. Such Purchaser is not purchasing the
Warrant Shares as a result of any advertisement, article, notice or other
communication regarding the Warrant Shares published in any newspaper, magazine
or similar media or broadcast over television or radio or presented at any
seminar or any other general solicitation or general advertisement.

            (f)   Access to Information. Such Purchaser acknowledges that it has
reviewed the Disclosure Materials and has been afforded (i) the opportunity to
ask such questions as it has deemed necessary of, and to receive answers from,
representatives of the Company concerning the terms and conditions of the
exercise of the Warrants and issuance of the Warrant Shares and the merits and
risks of investing in the Warrant Shares; (ii) access to information about the


                                       13



Company and the Subsidiaries and their respective financial condition, results
of operations, business, properties, management and prospects sufficient to
enable it to evaluate its investment; and (iii) the opportunity to obtain such
additional information that the Company possesses or can acquire without
unreasonable effort or expense that is necessary to make an informed investment
decision with respect to the investment. Neither such inquiries nor any other
investigation conducted by or on behalf of such Purchaser or its representatives
or counsel shall modify, amend or affect such Purchaser's right to rely on the
truth, accuracy and completeness of the Disclosure Materials and the Company's
representations and warranties contained in the Transaction Documents.

            (g)   Independent Investment Decision. Such Purchaser has
independently evaluated the merits of its decision to purchase Warrant Shares
pursuant to this Agreement, such decision has been independently made by such
Purchaser and such Purchaser confirms that it has only relied on the advice of
its own business and/or legal counsel and not on the advice of any other
Purchaser's business and/or legal counsel in making such decision.

            (h)   No Tax or Legal Advice. Such Purchaser understands that
nothing in this Agreement, any other Transaction Document or any other materials
presented to such Purchaser in connection with the purchase and sale of the
Warrant Shares constitutes legal, tax or investment advice. Such Purchaser has
consulted such legal, tax and investment advisors as it, in its sole discretion,
has deemed necessary or appropriate in connection with its exercise of its
Warrants and the issuance of the Warrant Shares.

            (i)   Short Sales. Each Purchaser represents that, from the date
that it was approached to participate in the transaction contemplated by this
Agreement through the Closing Date, neither it nor its Affiliates have engaged
in any trades with respect to, or made any net Short Sales of, or granted any
option for the purchase of or entered into any hedging or similar transaction
with the same economic effect as a net Short Sale of the Common Stock.

      The Company acknowledges and agrees that each Purchaser does not make or
has not made any representations or warranties with respect to the transactions
contemplated hereby other than those specifically set forth in this Section 3.2.


                                       14



                                   ARTICLE IV.
                         OTHER AGREEMENTS OF THE PARTIES

      4.1   Transfer.

            (a)   Securities may only be disposed of in compliance with state
and federal securities laws. In connection with any transfer of the Warrant
Shares other than pursuant to an effective registration statement or Rule 144,
to the Company, to an Affiliate of a Purchaser or in connection with a pledge as
contemplated in Section 4.1(b), the Company may require the transferor thereof
to provide to the Company an opinion of counsel, the form and substance of which
opinion shall be reasonably satisfactory to the Company, to the effect that such
transfer does not require registration of such transferred Warrant Shares under
the Securities Act. As a condition of transfer, any such transferee shall agree
in writing to be bound by the terms of this Agreement and shall have the rights
of a Purchaser under this Agreement and the Registration Rights Agreement.

            (b)   Certificates evidencing the Warrant Shares will contain the
following legend, until such time as they are not required under Section 4.1(c):

            THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND
            EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN
            RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES
            ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY,
            MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN
            AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
            REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE
            WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL
            OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE
            OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THESE
            SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN
            ACCOUNT SECURED BY SUCH SECURITIES.

            The Company acknowledges and agrees that a Purchaser may, from time
to time, pledge, and/or grant a security interest in some or all of the Warrant
Shares pursuant to a bona fide margin agreement in connection with a bona fide
margin account and, if required under the terms of such agreement or account,
such Purchaser may transfer pledged or secured Warrant Shares to the pledgees or
secured parties. Such a pledge or transfer would not be subject to approval or
consent of the Company and no legal opinion of legal counsel to the pledgee,
secured party or pledgor shall be required in connection with the pledge, but
such legal opinion may be required in connection with a subsequent transfer
following default by the Purchaser


                                       15



transferee of the pledge. No notice shall be required of such pledge. At the
appropriate Purchaser's expense, the Company will execute and deliver such
reasonable documentation as a pledgee or secured party of Warrant Shares may
reasonably request in connection with a pledge or transfer of the Warrant
Shares, including the preparation and filing of any required prospectus
supplement under Rule 424(b)(3) of the Securities Act or other applicable
provision of the Securities Act to appropriately amend the list of Selling
Stockholders thereunder.

            (c)   Certificates evidencing the Warrant Shares shall not contain
any legend (including the legend set forth in Section 4.1(b)): (i) on the
Effective Date, or (ii) following a sale of such Warrant Shares pursuant to an
effective registration statement (including the Registration Statement) so long
as the purchaser of the Warrant Shares is not an Affiliate of the Company, or
(iii) following a sale of such Warrant Shares pursuant to Rule 144, or (iv)
while such Warrant Shares are eligible for sale under Rule 144(k), or (v) if
such legend is not required under applicable requirements of the Securities Act
(including judicial interpretations and pronouncements issued by the Staff of
the Commission) provided in the case of (v), however, that the beneficial owner
of the Warrant Shares is not an Affiliate of the Company. Following such time as
restrictive legends are not required to be placed on certificates representing
Warrant Shares under this Section 4.1(c), the Company will, not later than three
(3) Trading Days following the delivery by a Purchaser to the Company or the
Company's transfer agent of a certificate representing such Warrant Shares
containing a restrictive legend (such third Trading Day, the "LEGEND REMOVAL
DATE"), deliver or cause to be delivered to such Purchaser a certificate
representing such Warrant Shares that is free from all restrictive and other
legends. The Company may not make any notation on its records or give
instructions to any transfer agent of the Company that enlarge the restrictions
on transfer set forth in this Section. Certificates for Warrant Shares subject
to legend removal hereunder shall be transmitted by the transfer agent of the
Company to the Purchasers by crediting the account of the Purchaser's prime
broker with the Depository Trust Company System.

            (d)   Each Purchaser, severally and not jointly with the other
Purchasers, agrees that the removal of the restrictive legend from certificates
representing Warrant Shares as set forth in this Section 4.1 is predicated upon
the Company's reliance that the Purchaser will sell any Warrant Shares pursuant
to either the registration requirements of the Securities Act, including any
applicable prospectus delivery requirements, or an exemption therefrom.

      4.2   Furnishing of Information. For no less than a period of three years
from the date of issuance of the Warrant Shares, the Company covenants to timely
file (or obtain extensions in respect thereof and file within the applicable
grace period) all reports required to be filed by the Company after the date
hereof pursuant to the Exchange Act. As long as any Purchaser owns Warrant
Shares, if the Company is not required to file reports pursuant to such laws, it
will prepare and furnish to the Purchasers and make publicly available in
accordance with Rule 144(c) such information as is required for the Purchasers
to sell such Warrant Shares under Rule 144. The Company further covenants that
it will take such further action as any holder of Warrant Shares may reasonably
request, all to the extent required from time to time to enable


                                       16



such Person to sell such Warrant Shares without registration under the
Securities Act within the limitation of the exemptions provided by Rule 144.

      4.3   Integration. The Company shall not sell, offer for sale or solicit
offers to buy or otherwise negotiate in respect of any security (as defined in
Section 2 of the Securities Act) that would be integrated with the offer or sale
of the Warrant Shares in a manner that would require the registration under the
Securities Act of the sale of the Warrant Shares to the Purchasers, or that
would be integrated with the offer or sale of the Warrant Shares for purposes of
the rules and regulations of any Trading Market if such integration would result
in a violation of such rules and regulations.

      4.4   Securities Laws Disclosure; Publicity. By 8:30 a.m. (New York time)
on the fifth Business Day following the date of this Agreement, the Company
shall issue a press release reasonably acceptable to the Purchasers disclosing
the transactions contemplated hereby and file a Current Report on Form 6-K
disclosing the material terms of the transactions contemplated hereby. In
addition, the Company will make such other filings and notices in the manner and
time required by the Commission and the Trading Market on which the Common Stock
is listed.

      4.5   Non-Public Information. The Company covenants and agrees that,
following the termination of the existing Confidentiality Agreement between the
Company and each Purchaser, neither it nor any other Person acting on its behalf
will provide any Purchaser or its agents or counsel with any information that
the Company believes constitutes material non-public information, unless, prior
thereto, such Purchaser shall have executed a written agreement regarding the
confidentiality and use of such information. The Company understands and
confirms that each Purchaser shall be relying on the foregoing representations
in effecting transactions in securities of the Company.

      4.6   Use of Proceeds. The Company shall use the net proceeds from the
exercise of the Warrants and the sale of the Warrant Shares hereunder for
payment of a portion of the consideration to be paid in order to consummate the
transactions as contemplated by the Confidentiality Agreement executed by the
Purchaser and for working capital purposes following such transactions.

      4.7   Listing of Common Stock. The Company hereby agrees to list on the
Trading Market the Warrant Shares. The Company further agrees that, if the
Company applies to have the Common Stock traded on any other Trading Market, it
will include in such application the Warrant Shares.

      4.8   Short Sales. The Purchaser agrees that beginning on the date hereof
until at least sixty (60) days from the Closing, the Purchaser will not enter
into any Short Sales.

      4.9   No Registration. The Company agrees not to issue any securities
pursuant to any registration statement or register for resale on behalf of
others any securities prior to the


                                       17



Effective Date, except for securities issued in connection with an acquisition
by the Company, whether by merger, consolidation, sale of assets, sale or
exchange of stock or otherwise.

                                   ARTICLE V.
                                  MISCELLANEOUS

      5.1   Termination. Upon the execution and delivery of this Agreement by
the Purchaser, this Agreement shall become a binding obligation of the Purchaser
with respect to the purchase of Warrant Shares as herein provided, subject to
acceptance by the Company; subject, however, to the right hereby reserved to the
Company to enter into the same agreements with other Purchasers and to add
and/or delete other persons as Purchasers.

      5.2   Fees and Expenses. Each Purchaser and the Company shall pay the fees
and expenses of its own advisers, counsel, accountants and other experts, if
any, and all other expenses incurred by such party incident to the negotiation,
preparation, execution, delivery and performance of the Transaction Documents.
The Company shall pay all stamp and other taxes and duties levied in connection
with the issuance of the Warrant Shares under this Agreement.

      5.3   Entire Agreement. The Transaction Documents, together with the
Exhibits and Schedules thereto, contain the entire understanding of the parties
with respect to the subject matter hereof and supersede all prior agreements and
understandings, oral or written, with respect to such matters, which the parties
acknowledge have been merged into such documents, exhibits and schedules.

      5.4   Notices. Any and all notices or other communications or deliveries
required or permitted to be provided hereunder shall be in writing and shall be
deemed given and effective on the earliest of (a) the date of transmission, if
such notice or communication is delivered via facsimile at the facsimile number
specified in this Section prior to 5:00 p.m. (New York City time) on a Trading
Day, (b) the next Trading Day after the date of transmission, if such notice or
communication is delivered via facsimile at the facsimile number specified in
this Section on a day that is not a Trading Day or later than 5:00 p.m. (New
York City time) on any Trading Day, (c) the Trading Day following the date of
mailing, if sent by U.S. nationally recognized overnight courier service, or (d)
upon actual receipt by the party to whom such notice is required to be given.
The address for such notices and communications shall be as follows:

      If to the Company:        Navios Maritime Holdings Inc.
                                85 Akti Miouli Street
                                Piraeus, Greece 185 38
                                Attn: Vasiliky Papaefthymiou


                                       18



      With a copy to:           Mintz, Levin, Cohn, Ferris, Glovsky and
                                Popeo, P.C.
                                666 Third Avenue
                                New York, NY 10017
                                Attn: Kenneth R. Koch, Esq.

      If to a Purchaser:        To the address set forth opposite the
                                Purchaser's name on Schedule 1;

or such other address as may be designated in writing hereafter, in the same
manner, by such Person.

      5.5   Amendments; Waivers. No provision of this Agreement may be waived or
amended except in a written instrument signed by the Company and the Purchaser
or Purchasers holding no less than a majority of the Warrant Shares on a
converted basis; provided, however, that if any amendment or waiver adversely
affects any Purchaser or Purchasers in a disproportionate manner, then the
written consent of any Purchaser so affected shall also be obtained. No waiver
of any default with respect to any provision, condition or requirement of this
Agreement shall be deemed to be a continuing waiver in the future or a waiver of
any subsequent default or a waiver of any other provision, condition or
requirement hereof, nor shall any delay or omission of either party to exercise
any right hereunder in any manner impair the exercise of any such right.

      5.6   Construction. The headings herein are for convenience only, do not
constitute a part of this Agreement and shall not be deemed to limit or affect
any of the provisions hereof. The language used in this Agreement will be deemed
to be the language chosen by the parties to express their mutual intent, and no
rules of strict construction will be applied against any party. This Agreement
shall be construed as if drafted jointly by the parties, and no presumption or
burden of proof shall arise favoring or disfavoring any party by virtue of the
authorship of any provisions of this Agreement or any of the Transaction
Documents.

      5.7   Successors and Assigns. This Agreement shall be binding upon and
inure to the benefit of the parties and their successors and permitted assigns.
The Company may not assign this Agreement or any rights or obligations hereunder
without the prior written consent of the Purchasers. Any Purchaser may assign
any or all of its rights under this Agreement to any Person to whom such
Purchaser assigns or transfers any Warrants, provided such transferee agrees in
writing to be bound, with respect to the transferred Warrants, by the provisions
hereof that apply to the "Purchasers."

      5.8   No Third-Party Beneficiaries. This Agreement is intended for the
benefit of the parties hereto and their respective successors and permitted
assigns and is not for the benefit of, nor may any provision hereof be enforced
by, any other Person, except as otherwise set forth in Section 4.8 (as to each
Purchaser).


                                       19



      5.9   Governing Law. All questions concerning the construction, validity,
enforcement and interpretation of this Agreement shall be governed by and
construed and enforced in accordance with the internal laws of the State of New
York, without regard to the principles of conflicts of law thereof. Each party
agrees that all Proceedings concerning the interpretations, enforcement and
defense of the transactions contemplated by this Agreement and any other
Transaction Documents (whether brought against a party hereto or its respective
Affiliates, employees or agents) may be commenced exclusively in the state and
federal courts sitting in the City of New York, Borough of Manhattan (the "NEW
YORK COURTS"). Each party hereto hereby irrevocably submits to the exclusive
jurisdiction of the New York Courts for the adjudication of any dispute
hereunder or in connection herewith or with any transaction contemplated hereby
or discussed herein (including with respect to the enforcement of the any of the
Transaction Documents), and hereby irrevocably waives, and agrees not to assert
in any Proceeding, any claim that it is not personally subject to the
jurisdiction of any such New York Court, or that such Proceeding has been
commenced in an improper or inconvenient forum. Each party hereto hereby
irrevocably waives personal service of process and consents to process being
served in any such Proceeding by mailing a copy thereof via registered or
certified mail or overnight delivery (with evidence of delivery) to such party
at the address in effect for notices to it under this Agreement and agrees that
such service shall constitute good and sufficient service of process and notice
thereof. Nothing contained herein shall be deemed to limit in any way any right
to serve process in any manner permitted by law. Each party hereto hereby
irrevocably waives, to the fullest extent permitted by applicable law, any and
all right to trial by jury in any legal proceeding arising out of or relating to
this Agreement or the transactions contemplated hereby. If either party shall
commence a Proceeding to enforce any provisions of a Transaction Document, then
the prevailing party in such Proceeding shall be reimbursed by the other party
for its attorney's fees and other costs and expenses incurred with the
investigation, preparation and prosecution of such Proceeding.

      5.10  Survival. The representations, warranties, agreements and covenants
contained herein shall survive the Closing and the delivery of the Warrant
Shares.

      5.11  Execution. This Agreement may be executed in two or more
counterparts, all of which when taken together shall be considered one and the
same agreement and shall become effective when counterparts have been signed by
each party and delivered to the other party, it being understood that both
parties need not sign the same counterpart. In the event that any signature is
delivered by facsimile transmission, such signature shall create a valid and
binding obligation of the party executing (or on whose behalf such signature is
executed) with the same force and effect as if such facsimile signature page
were an original thereof.

      5.12  Severability. If any provision of this Agreement is held to be
invalid or unenforceable in any respect, the validity and enforceability of the
remaining terms and provisions of this Agreement shall not in any way be
affected or impaired thereby and the parties will attempt to agree upon a valid
and enforceable provision that is a reasonable substitute therefor, and upon so
agreeing, shall incorporate such substitute provision in this Agreement.


                                       20



      5.13  Rescission and Withdrawal Right. Notwithstanding anything to the
contrary contained in (and without limiting any similar provisions of) the
Transaction Documents, whenever any Purchaser exercises a right, election,
demand or option under a Transaction Document and the Company does not timely
perform its related obligations within the periods therein provided, then such
Purchaser may rescind or withdraw, in its sole discretion from time to time upon
written notice to the Company, any relevant notice, demand or election in whole
or in part without prejudice to its future actions and rights.

      5.14  Remedies. In addition to being entitled to exercise all rights
provided herein or granted by law, including recovery of damages, each of the
Purchasers and the Company will be entitled to specific performance under the
Transaction Documents. The parties agree that monetary damages may not be
adequate compensation for any loss incurred by reason of any breach of
obligations described in the foregoing sentence and hereby agrees to waive in
any action for specific performance of any such obligation the defense that a
remedy at law would be adequate.

      5.15  Independent Nature of Purchasers' Obligations and Rights. The
obligations of each Purchaser under any Transaction Document are several and not
joint with the obligations of any other Purchaser, and no Purchaser shall be
responsible in any way for the performance of the obligations of any other
Purchaser under any Transaction Document. The decision of each Purchaser to
purchase Warrant Shares pursuant to the Transaction Documents has been made by
such Purchaser independently of any other Purchaser. Nothing contained herein or
in any Transaction Document, and no action taken by any Purchaser pursuant
thereto, shall be deemed to constitute the Purchasers as a partnership, an
association, a joint venture or any other kind of entity, or create a
presumption that the Purchasers are in any way acting in concert or as a group
with respect to such obligations or the transactions contemplated by the
Transaction Document. Each Purchaser acknowledges that no other Purchaser has
acted as agent for such Purchaser in connection with making its investment
hereunder and that no Purchaser will be acting as agent of such Purchaser in
connection with monitoring its investment in the Warrant Shares or enforcing its
rights under the Transaction Documents. Each Purchaser shall be entitled to
independently protect and enforce its rights, including, without limitation, the
rights arising out of this Agreement or out of the other Transaction Documents,
and it shall not be necessary for any other Purchaser to be joined as an
additional party in any proceeding for such purpose.

      (Remainder of page intentionally left blank. Signature pages follow.)


                                       21



      IN WITNESS WHEREOF, the parties hereto have caused this Warrant Exercise
Purchase Agreement to be duly executed by their respective authorized
signatories as of the date first indicated above.


                                            NAVIOS MARITIME HOLDINGS INC.


                                        By: ____________________________________
                                            Name:
                                            Title:


   (Remainder of page intentionally left blank. Signature pages of Purchasers
                                    follow.)




                    Counterpart Signature Page For Purchasers

      The undersigned hereby agrees to become a party to that certain Warrant
Exercise Purchase Agreement dated as of June ___, 2006 (the "Agreement") among
Navios Maritime Holdings Inc., a Marshall Islands corporation (the "Company")
and others. From and after the undersigned's execution and delivery and the
Company's acceptance of this Counterpart Signature Page, the undersigned shall
be a party to the Agreement.


________________________________________
Printed Name of Purchaser


________________________________________
Signature of Purchaser


Investment Amount: $____________________

Number of Warrants:_____________________



By: ____________________________________

Title: _________________________________

Address: _______________________________

________________________________________

________________________________________

Date: __________________________________



Agreed and accepted:

NAVIOS MARITIME HOLDINGS INC


By:_____________________________________
   Name:
   Title:




                                   SCHEDULE 1

- --------------------------------------------------------------------------------
                                NUMBER OF
                INVESTMENT   WARRANTS/WARRANT   ADDRESS FOR NOTICE (INCLUDING
   PURCHASER      AMOUNT          SHARES         TELEPHONE AND FAX NUMBERS)
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------




                                    EXHIBIT A

                      FORM OF REGISTRATION RIGHTS AGREEMENT




                                    EXHIBIT B

                                 FORM OF OPINION

MARSHALL ISLANDS' COUNSEL

      1.    The Company is a corporation duly incorporated, validly existing and
in good standing under the laws of the Republic of the Marshall Islands and has
all requisite corporate power and authority to carry on its business and to own,
lease and operate its properties and assets as described in the Company's SEC
Reports.

      2.    The Company has the requisite corporate power and authority to enter
into and perform its obligations under the Transaction Documents and to issue
the Shares. The execution and delivery of the Transaction Documents by the
Company and the consummation by it of the transactions contemplated thereby have
been duly authorized by all necessary corporate action, and no further consent
or authorization of the Company or its board of directors or stockholders is
required. Each of the Transaction Documents has been duly executed and delivered
by the Company and each of the Transaction Documents constitutes a valid and
binding obligation of the Company enforceable against the Company in accordance
with their respective terms.

      3.    The execution, delivery and performance of the Transaction Documents
by the Company and the consummation by the Company of the transactions
contemplated thereby, does not and will not result in a violation of the
Company's Certificate of Incorporation or Bylaws.

MINTZ LEVIN AND MARSHALL ISLANDS' COUNSEL

      4.    The execution, delivery and performance of the Transaction Documents
by the Company and the consummation by the Company of the transactions
contemplated thereby, does not and will not (i) conflict with, or constitute a
material default (or an event that with notice or lapse of time or both would
become a default) under, or give rise to any rights of termination, amendment,
acceleration or cancellation of, any material agreement included as an exhibit
to the Company's Annual Report on Form 20-F for the fiscal year ended December
31, 2005, (ii) result in a violation of any federal or state law, rule or
regulation applicable to the Company or by which any property or asset of the
Company is bound or affected, or (iii) require any third party consents under
any of the material agreements referred to above or government filings, except,
with respect to clauses (i), (ii) and (iii) above, for such violations,
conflicts or defaults, or failures to obtain third party consents or make
government filings, as would not, individually or in the aggregate, have a
Material Adverse Effect.

MINTZ LEVIN

      5.    Assuming the truth and accuracy of the representations and
warranties of the Purchasers included in Section 3.2 of the Securities Purchase
Agreement, the issuance of the




Shares in accordance with the Securities Purchase Agreement will be exempt from
registration under the Securities Act of 1933, as amended. The Shares, when
issued, sold and delivered against payment therefor in accordance with the
provisions of the Securities Purchase Agreement will be duly and validly issued,
fully paid and nonassessable and, to our knowledge, free and clear of all liens,
charges, restrictions and encumbrances imposed by or through the Company except
as set forth in the Transaction Documents.