4.    The Company has prepared and filed with the Securities and Exchange Commission (the ‘‘Commission’’), under the Securities Act of 1933, as amended, and the applicable rules and regulations of the Commission thereunder (collectively, the ‘‘Securities Act’’), and the Securities Exchange Act of 1934, as amended, and the applicable rules and regulations of the Commission thereunder (collectively, the ‘‘Exchange Act’’), a registration statement on Form F-3 (File No. 333-136936), including a prospectus, covering the registration of the shares of Common Stock to be issued in exchange for, or upon exercise of, the Warrants in the Offer. The term ‘‘Registration Statement’’ as used in this Agreement shall mean such registration statement, including financial statements, schedules and exhibits, and the documents incorporated by reference therein, in the form in which it becomes effective and, in the event of any further amendment or supplement thereto made in accordance with the terms of this Agreement, shall also mean (from and after the effectiveness of such amendment or supplement) such registration statement as so amended or supplemented, including in each case the information (if any) deemed to be part of the Registration Statement pursuant to Rule 430C under the Securities Act. The term ‘‘Prospectus’’ as used in this Agreement shall mean the prospectus included in the Registration Statement at the time the Registration Statement becomes effective and, in the event of any further amendment or supplement thereto made in accordance with the terms of this Agreement, shall also mean (from and after the time it is first provided by the Company for use in connection with the Offer) such prospectus as so amended or supplemented. Any reference herein to the Registration Statement, or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein (the ‘‘Incorporated Documents’’), as of the date of the Registration Statement, or the Prospectus, as the case may be, and any reference to any amendment or supplement to the Registration Statement or the Prospectus shall be deemed to refer to and include any documents filed after the date of the Registration Statement or the Prospectus, as the case may be, under the Exchange Act and incorporated by reference in the Registration Statement or the Prospectus, as the case may be.

5.    The Company (i) agrees to furnish you with as many copies as you may reasonably request of the Registration Statement, Prospectus, Offer Letter and Letter of Transmittal, any amendments or supplements thereto and any other documents (including any exhibits), materials or filings whatsoever relating to the Offer (collectively, as amended or supplemented from time to time, the ‘‘Offer Materials’’) to be used by the Company in connection with the Offer and (ii) authorizes you to use copies of the Offer Materials in connection with the Offer.

6.    The Offer Materials have been or will be prepared by, and are the sole responsibility of, the Company, except for information provided by you in writing expressly for use in the Offer Materials, it being understood that the only information so provided by you for use in the Offer Materials is the name, address and telephone number of Goldman Advisors, a division of Sunrise Securities Corp., as Dealer Manager (the ‘‘Dealer Manager Information’’). The Company represents and warrants that it will commence the Offer as soon as practicable by publicly announcing its commencement and by distributing, mailing or causing to be mailed on its behalf, copies of, where necessary, the Offer Materials, excluding Incorporated Documents, to the Holders (the date of such announcement and of the commencement of such distribution, the ‘‘Commencement Date’’).

7.    The Company agrees that, a reasonable time prior to using, or filing with the Securities and Exchange Commission (the ‘‘Commission’’) or with any other federal, state or local government or regulatory agency or authority (‘‘Other Agency’’), any Offer Materials, it will submit copies of such materials to you and will give reasonable consideration to your and your counsel’s comments, if any, thereon. In the event that (i) the Company uses or permits the use of, or files with the Commission or any Other Agency, any Offer Materials (a) which have not been so submitted to you for your comments or (b) which have been so submitted and with respect to which you have made comments, but which comments have not resulted in a response satisfactory to you and your counsel to reflect your comments, (ii) any restraining order or other injunctive order shall have been issued or any action, suit or proceeding shall have been commenced with respect to the Offer or with respect to any of the transactions in connection with, or contemplated by, the Offer or this Agreement before any court or governmental agency or other regulatory body or administrative authority that you, in good faith after consultation with the Company, reasonably believe makes it legally inadvisable for you to

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continue to act hereunder, (iii) your continuing to act as a Dealer Manager would in your reasonable judgment violate any applicable statute, regulation or other law of the United States or any state or other political subdivision thereof, then you shall be entitled to withdraw as Dealer Manager in connection with the Offer without any liability or penalty to you or any other Indemnified Party (as defined in Annex A) and without loss of any right to the payment of all fees and expenses payable hereunder which have accrued to the date of such withdrawal. If you withdraw as Dealer Manager, the fees accrued through the date of such withdrawal shall be paid to you promptly after such date.

8.    As compensation for your services as Dealer Manager, the Company agrees to pay you an aggregate dealer manager fee equal to (i) five percent (5%) of the aggregate Fair Market Value of all shares of Common Stock that are issued to the Holders in exchange for their Warrants, plus (ii) five percent (5%) of the gross proceeds received by the Company from the exercise of Warrants, from the date of this Agreement through 5:00 p.m., New York City time, on the date of the termination of the Offer (the ‘‘Expiration Date’’), of Warrants by Holders who do not accept the exchange of their Warrants for Common Stock, the fees set forth in clauses (i) and (ii) to be payable in cash concurrently with the exchange of the Warrants for Common Stock or the exercise of the Warrants, as the case may be. The Company shall have the right to pay up to 50% of the aggregate dealer manager fee payable under this Section 8 by the issuance of shares of Common Stock having a Fair Market Value (as defined herein) equal to the cash portion of the dealer-manager fee otherwise payable under this Section 8. The Company hereby grants to you piggy-back registration rights (with all costs of preparation, but not selling commissions, to be borne by the Company) with respect to any shares of Common Stock so issued to you, exercisable by you at any time or from time to time, but with respect to not less than 100,000 (or such lesser number if such lesser number is issued pursuant to this Section) shares at any one time, with respect to any registration statement (other than on Form S-8 or with respect to an at-the-market underwritten offering) proposed to be filed by the Company with the Commission under the Securities Act with respect to its Common Stock, until such time as all of the shares of Common Stock issued to you pursuant to this Section 8 and then held by you can be sold in a single transaction pursuant to Rule 144. For purposes of this Agreement, ‘‘Fair Market Value’’ shall mean the average closing price of the Common Stock on all domestic securities exchanges on which the Common Stock may at the time be listed for the five (5) consecutive trading days immediately preceding the Exchange Date (as defined below).

9.    The Company agrees to pay (i) all fees and expenses relating to the preparation, filing, printing, mailing and publishing of the Offer Materials, (ii) any fees payable to brokers, dealers, banks, trust companies and nominees as reimbursement for their customary mailing and handling expenses incurred in forwarding the Offer Materials to their customers, (iii) all advertising and public relations charges, (iv) all fees and expenses relating to the preparation and distribution of this Agreement, and (v) all other fees and expenses in connection with the Offer, including those of any soliciting agent, information agent or other person rendering services in connection therewith. The Company shall perform its obligations set forth in this Section 9 and Annex A whether or not the Offer is commenced or the Company or any of its subsidiaries or affiliates acquires any Warrants pursuant to the Offer or otherwise.

10.    In addition to the other representations and warranties made by the Company contained in this Agreement, the Company represents and warrants to you, and agrees with you, on each of the Commencement Date, the Expiration Date, the date on which the Company exchanges shares of its Common Stock for Warrants (the ‘‘Exchange Date’’) and during the period of the Offer, that:

(a)    The Registration Statement, including the Prospectus, (i) has been prepared by the Company in conformity in all material respects with the requirements of the Securities Act, (ii) has been filed with the Commission under the Securities Act and the Exchange Act and (iii) has become effective under the Securities Act. Copies of such Registration Statement and all amendments and exhibits thereto have been, or will be at the time they are filed, made available by the Company to the Dealer Manager. The Company has included in such Registration Statement all information required by the Securities Act to be included in such Registration Statement and the related Prospectus. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the

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Securities Act and no proceedings for that purpose have been instituted or are pending or, to the best knowledge of the Company, are contemplated by the Commission, and there has been no request on the part of the Commission for additional information. No other stop order and no injunction, restraining order or denial of any application for approval has been issued or proceedings, litigation or investigation initiated or, to the best knowledge of the Company, threatened with respect to the Offer by or before any governmental or regulatory agency, or any court.

(b)    The conditions for use of Form F-3, as set forth in the General Instructions thereto, have been satisfied or waived.

(c)    The Registration Statement and the Prospectus conform, and any further amendments or supplements to the Registration Statement or the Prospectus will, when they become effective or are filed with the Commission, as the case may be, conform in all material respects to the requirements of the Securities Act and the Exchange Act. The Registration Statement and any post-effective amendments thereto will not, at the time the Registration Statement or such post-effective amendment becomes effective, and will not, as of the Commencement Date or the Exchange Date, contain any 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 not misleading. The Prospectus will not, as of the Expiration Date and the Exchange Date, contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, that no representation or warranty is made in this subsection (c) as to information contained in or omitted from the Prospectus in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Dealer Manager specifically for inclusion therein, it being understood that the only information so provided by the Dealer Manager expressly for use therein is the Dealer Manager Information.

(d)    The Incorporated Documents as amended or supplemented at the date hereof, when they were filed with the Commission, conformed in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable. None of the Incorporated Documents as amended or supplemented at the date hereof, when such documents were filed with the Commission, contained any untrue statement of a material fact or omitted 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. Any further documents so filed and incorporated by reference in the Offer Materials, when any such documents are filed with Commission will conform in all material respects to the requirements of the Exchange Act and 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.

(e)    The statements in (1) the Prospectus under the heading ‘‘Description of Securities’’ (2) the Company’s Annual Report on Form 20-F for the year ended December 31, 2005 and (3) the Company’s Reports on Form 6-K dated March 22, 2006, June 7, 2006, August 14, 2006, August 21, 2006, September 5, 2006, September 26, 2006, October 11, 2006, November 10, 2006, November 14, 2006 and November 29, 2006, insofar as such statements summarize legal matters, agreements, documents or proceedings discussed therein, are accurate and fair summaries of such legal matters, agreements, documents or proceedings.

(f)    This Agreement has been duly authorized, executed and delivered by the Company and is a legal, valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent transfer and similar laws affecting creditor’s rights generally, and subject to limitations on specific performance and injunctive and other forms of equitable relief which may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

(g)    (i) Any Offer Materials and the final form of all documents published, sent or given to Holders will be furnished to you prior to any such publication or distribution; (ii) the Offer

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Materials do, and at all times during the Offer will, comply in all material respects with all applicable provisions of the Exchange Act and all applicable rules and regulations thereunder; and (iii) the Offer Materials do not, and at all times during the Offer will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not misleading, except that the Company makes no representation or warranty with respect to any statement contained in, or any matter omitted from, any Offer Materials based upon information relating to you which is furnished in writing by you to the Company expressly for use therein; it being understood that the only information so provided by you for use in the Offer Materials is the Dealer Manager Information.

(h)    The Offer, the acquisition by the Company of the Warrants pursuant to the Offer and the execution and delivery of, and the consummation of the transactions contemplated by, this Agreement will comply in all material respects with all applicable requirements of law, including any applicable regulation of any governmental agency, authority or instrumentality and the Exchange Act and the rules and regulations thereunder, including, without limitation, Sections 10 and 14 of the Exchange Act and Rules 10b-5 and 14e-1 thereunder, and no consent, approval, authorization, order, exemption or other action of, or declaration or filing with, any governmental agency, authority or instrumentality of the United States or any jurisdiction therein or any other jurisdiction is required in connection with the Offer, the execution and delivery of this Agreement or the consummation by the Company of the transactions contemplated herein.

(i)    The Company (i) has been duly incorporated, is validly existing as a corporation in good standing under the laws of the Republic of Marshall Islands, has the corporate power and authority to own its property and to conduct its business as presently being conducted and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except where the failure to be so qualified individually or in the aggregate would not have a material adverse effect on the business, financial condition, properties or results of operations of the Company and its subsidiaries taken as a whole (a ‘‘Material Adverse Effect’’) and (ii) has taken all necessary corporate action to authorize the Offer and the acquisition by the Company of the Warrants pursuant to the Offer and all other actions contemplated in the Offer Materials and the use by the Company of the funds needed in connection therewith, and will take on a timely basis all actions necessary or legally required in relation to the Offer and all other actions contemplated in the Offer Materials.

(j)    The Company has an authorized capitalization as set forth in the Prospectus, and all of the issued shares of capital stock of the Company have been duly authorized and validly issued, are fully paid and non-assessable, and were issued in compliance with federal and state securities laws and not in violation of any preemptive right, resale right, right of first refusal or similar right. All of the Company’s options, warrants and other rights to purchase or exchange any securities for shares of the Company’s capital stock have been duly authorized and validly issued, conform to the description thereof contained in the Prospectus and were issued in compliance with federal and state securities laws.

(k)    The shares of Common Stock to be issued upon exchange or exercise of the Warrants, as the case may be, conform to the description thereof contained in the Prospectus. Such shares have been duly authorized and reserved for issuance upon the exchange or exercise of the Warrants, as the case may be, by all necessary corporate action, and such shares, when issued, will be validly issued and will be fully paid and non-assessable, and the issuance of such shares to the Holders will not be subject to any preemptive or similar rights of any security holder of the Company.

(l)    The Offer, the acquisition by the Company of the Warrants pursuant to the Offer and the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement will not (i) conflict with the certificate of incorporation or by-laws of the Company or any of its subsidiaries or affiliates (or other similar instruments

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governing their respective activities) or result in a breach of or constitute a default under any loan or credit agreement, indenture, mortgage, note or other agreement or instrument affecting the Company or any of its subsidiaries or affiliates or to which the Company or any of its subsidiaries or affiliates is a party or by which it or any of them or any of their respective properties or assets is or may be bound, or (ii) violate any order, judgment or decree of any court or governmental agency or authority or instrumentality of the United States or any jurisdiction therein or any other jurisdiction to which the Company or and of its subsidiaries or affiliates may be subject.

(m)    The Company is not, and will not become as a result of the consummation of the Offer, an investment company within the meaning of the Investment Company Act of 1940, as amended, and the rules and regulations promulgated thereunder.

(n)    Except as disclosed in the Prospectus, neither the Company nor any of its subsidiaries is in violation of any statute, rule, regulation, decision or order of any governmental agency or body or any court, domestic or foreign, relating to the use, disposal or release of hazardous or toxic substances or relating to the protection or restoration of the environment or human exposure to hazardous or toxic substances (collectively, ‘‘Environmental Laws’’), owns or operates any real property contaminated with any substance that is subject to any Environmental Laws, is liable for any off-site disposal or contamination pursuant to any Environmental Laws, or is subject to any claim relating to any Environmental Laws, which violation, contamination, liability or claim would individually or in the aggregate have a Material Adverse Effect; and the Company is not aware of any pending investigation which could reasonably be expected to lead to such a claim.

(o)    No restraining order has been issued which is currently in effect and, except as disclosed in the Prospectus, there are no pending actions, suits or proceedings against or affecting the Company, any of its subsidiaries or any of their respective properties that, if determined adversely to the Company or any of its subsidiaries, would individually or in the aggregate have a Material Adverse Effect, or would materially and adversely affect the ability of the Company to perform its obligations under the Offer or this Agreement, or which are otherwise material in the context of the Offer; and no such actions, suits or proceedings are threatened or, to the Company’s knowledge, contemplated.

(p)    The financial statements filed with the Commission as a part of or incorporated by reference in the Registration Statement and included or incorporated by reference in the Prospectus present fairly the consolidated financial position of the Company and its subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. Such financial statements and supporting schedules comply as to form with the applicable accounting requirements of the Securities Act and have been prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement. The financial data set forth in the Prospectus fairly presents the information set forth therein on a basis consistent with that of the audited and unaudited financial statements contained or incorporated by reference in the Registration Statement.

(q)    Except as disclosed in the Prospectus, (i) since the date of the latest audited financial statements included as part of or incorporated by reference in the Prospectus, there has been no material adverse change, nor any development or event involving a prospective material adverse change, in the financial condition, business, properties or results of operations of the Company and its subsidiaries taken as a whole (‘‘Material Adverse Change’’); (ii) there have been no transactions entered into by the Company or any of its subsidiaries which are material to the Company and its subsidiaries, taken as a whole, other than those entered into in the ordinary course of business or in connection with the Offer; (iii) there has been no material change in the capital stock of the Company or any of its subsidiaries, except for changes pursuant to the issuance or exercise of options pursuant to the Company’s stock option or other employment benefit plans described in the Prospectus or conversion of outstanding securities described in the

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Prospectus; and (iv) except as disclosed in or contemplated by the Prospectus, there has been no dividend or distribution of any kind declared, paid or made by the Company or any of its wholly owned subsidiaries on any class of its capital stock.

(r)    The Company maintains (i) effective internal control over financial reporting as defined under the Exchange Act, and (ii) a system of internal accounting controls sufficient to provide reasonable assurance that (A) transactions are executed in accordance with management’s general or specific authorizations; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability; (C) access to assets is permitted only in accordance with management’s general or specific authorization; and (D) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

(s)    Except as disclosed in the Prospectus or in any document incorporated by reference therein, since the end of the Company’s most recent audited fiscal year, there has been (i) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (ii) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

(t)    The Company has no knowledge of any material fact or information concerning the Company or any of its subsidiaries or affiliates, or the operations, assets, condition (financial or otherwise), or prospects of the Company or any of its subsidiaries or affiliates, which is required by law to be made generally available to the public and which has not been, or is not being, or will not be, made generally available to the public on a timely basis through the Offer Materials or otherwise.

11.    Your obligation to act, or to continue to act (as the case may be), as a Dealer Manager hereunder shall at all times be subject, at your election, to continuing fulfillment of the following conditions:

(a)    All representations, warranties and other statements of the Company contained in this Agreement are now, and at all times shall be, true and correct in all material respects and the Company shall have performed in all material respects all of the obligations and agreements contained in this Agreement and as set forth in the Offer Materials theretofore required by it to have been performed. The Company acknowledges that your agreement to act, or to continue to act, as Dealer Manager at a time when you know or should know that any such representation, warranty and agreement is or may be untrue or incorrect or not performed, as the case may be, in a material respect shall be without prejudice to your right subsequently to cease to act by reason of such untruth, incorrectness or nonperformance, as the case may be;

(b)    No stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall be pending or threatened by the Commission and no injunction suspending the exchange or exercise of the Warrants pursuant to the Offer shall have been issued and no proceedings for that purpose shall be pending or have been threatened and no action, lawsuit, claim or governmental or administrative proceeding shall have been commenced or threatened with respect to the Offer before any court, agency or other governmental or regulatory body of any jurisdiction that you, in good faith after consultation with counsel, believe renders it inadvisable for you to continue to act as Dealer Manager.

In the event that any of the foregoing conditions is at any time not met, then you shall be entitled to withdraw as Dealer Manager in connection with the Offer without any liability or penalty to you or any other Indemnified Party (as defined in Annex A) and without loss of any right to the payment of all expenses payable hereunder.

12.    In addition to the other agreements of the Company contained elsewhere in this Agreement, the Company hereby agrees and acknowledges, as applicable, that:

(a)    The Company will advise you promptly of any of the following:

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(i)    the time when the Registration Statement has become effective and when any post-effective amendment thereto has been filed or becomes effective, or any amendment or supplement to the Prospectus or additional Offer Materials shall have been filed,

(ii)    the occurrence of any event which may cause the Company to withdraw, terminate or cancel the Offer or would permit the Company to exercise any right not to accept Warrants for exchange or exercise pursuant to the Offer or otherwise not to consummate the Offer,

(iii)    the occurrence of any event or the discovery of any fact, the occurrence or existence of which it believes would require the making of any material change in the Offer Materials then being used or would cause any representation or warranty contained in this Agreement to be untrue or inaccurate in any material respect,

(iv)    any proposal or requirement to amend or supplement the Registration Statement, the Prospectus or the other Offer Materials or other filings required by the Securities Act, the Exchange Act or ‘‘blue sky’’ or other state securities laws in connection with the Offer or to make any other filing in connection with the Offer pursuant to any other applicable law, rule or regulation,

(v)    the issuance by the Commission or any other federal, state or local governmental or regulatory agency or authority of any comment or order concerning the Offer,

(vi)    any material development in connection with the Offer (including any change of the Expiration Date and of any consummation of the Offer), or

(vii)    any other information relating to the Offer that you may from time to time reasonably request.

(b)    If at any time the Commission shall issue any order suspending the effectiveness of the Registration Statement, any state securities commission or other governmental or regulatory agency or authority shall issue an order suspending the qualification of the Common Stock under state securities or ‘‘blue sky’’ laws or any other governmental or regulatory agency or authority shall issue any order impeding the making or consummation of the Offer, the Company will use every reasonable effort to obtain the lifting or removal thereof as soon as possible.

(c)    Until the Offer is completed or terminated, the Company will deliver to the Dealer Manager, promptly upon their becoming available, copies of all financial statements, reports, notices and proxy statements sent by the Company to its security holders, and of all current, regular and periodic reports filed by the Company with any securities exchange or with the Commission.

(d)    In making and consummating the Offer, the Company will comply in a timely manner with the applicable requirements of the Securities Act, the Exchange Act and any other applicable laws, regulations and requirements.

(e)    The Company agrees to make generally available to its security holders as soon as practicable an earnings statement that will satisfy the provisions of Section 11(a) of the Securities Act covering a twelve-month period beginning not later than the first day of its fiscal quarter next following the effective date of the Registration Statement.

(f)    If the Company is required, or considers it advisable, to amend or supplement the Offer Materials or make any additional filings with any federal, state or local governmental or regulatory agency or authority in connection with the Offer, then it shall not make such amendment or supplement or filing without your prior approval, which shall not be unreasonably withheld.

(g)    The Company will file and disseminate, as required, any necessary amendments or supplements to the Offer Materials and other documents that are filed with any federal, state or local governmental or regulatory agency or authority relating to the Offer, and, if there is any such filing, it will promptly furnish to you an accurate and complete copy of each such amendment or supplement upon the filing thereof.

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(h)    The Company will perform the agreements and obligations it has that are set forth in or contemplated by the Offer Materials.

(i)    The Company recognizes and confirms that, in performing the services contemplated by this Agreement, you will be relying on the information furnished by the Company, its officers, attorneys and other agents and information available from generally recognized public sources without independent verification.

13.    The Company agrees to the provisions with respect to indemnification and the other matters set forth on Annex A. Annex A is incorporated by reference in its entirety into this Agreement.

14.    The indemnity and contribution agreements contained in Annex A and the representations and warranties of the Company set forth in this Agreement shall remain operative and in full force and effect regardless of (i) any failure to commence, or the withdrawal, termination or consummation of, the Offer or the termination or assignment of this Agreement, (ii) any investigation made by or on behalf of any Indemnified Party and (iii) any withdrawal by you pursuant to Section 7, Section 11 or otherwise.

15.    The Company acknowledges and agrees that in connection with the Offer or any other services you may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by you: (i) no fiduciary or agency relationship between the Company and any other person, on the one hand, and you, on the other, exists; (ii) you are not acting as an advisor, expert or otherwise, to the Company and such relationship between the Company, on the one hand, and you, on the other, is entirely and solely commercial, based on arms-length negotiations; (iii) any duties and obligations that you may have to the Company shall be limited to those duties and obligations specifically stated herein; and (iv) you and your affiliates may have interests that differ from those of the Company. The Company hereby waives any claims that the Company may have against you with respect to any breach of fiduciary duty in connection with the Offer.

16.    In the event that any provisions hereof shall be determined to be invalid or unenforceable in any respect, such determination shall not affect such provision in any other respect or any other provision hereof, which shall remain in full force and effect.

17.    This Agreement may be executed in one or more separate counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

18.    This Agreement, including any right to indemnification or contribution hereunder, shall inure to the benefit of and be binding upon the Company, you and the other Indemnified Parties (as defined in Annex A), and their respective successors and assigns. Nothing in this Agreement is intended, or shall be construed, to give to any other person or entity any right hereunder or by virtue hereof.

19.    This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York (without regard to choice of law doctrine).

20.    The Company hereby submits to the jurisdiction of any federal or state court in New York State in any action or proceeding arising out of or relating to this Agreement.

21.    The Agreement constitutes the entire agreement between the parties hereto and supersedes and terminates all prior agreements, understandings and arrangements, oral or written, between the parties hereto with respect to the subject matter hereof, including, without limitation, Section 3.9 of the Underwriting Agreement dated on or about December 9, 2004 by and between International Shipping Enterprises, Inc. (as predecessor to the Company) and Sunrise Securities Corp.

22.    All notices and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given if delivered personally to the parties hereto as follows:

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(a)	If to you:

Goldman Advisors, a division of Sunrise Securities Corp.
641 Lexington Avenue
25^th Floor
New York, New York 10022
Attn: Sheldon Goldman
Facsimile: (212) 750-7277

with a copy to:

Thelen Reid Brown Raysman & Steiner LLP
900 Third Avenue
New York, New York 10022
Attn: David Warburg
Facsimile: (212) 208-3093

(b)	If to the Company:

Navios Maritime Holdings, Inc.
85 Akti Miaouli
Piraeus, Greece 185 38
Attn: Vasilliky Papaefthymiou
Facsimile: (        )         -            

with a copy to:

Mintz Levin Cohn Ferris Glovsky and Popeo PC
Chrysler Center
666 Third Avenue
New York, New York 10017
Attn: Kenneth Koch
Facsimile: (212) 983-3115

Please indicate your willingness to act as Dealer Manager on the terms set forth herein and your acceptance of the foregoing provisions by signing in the space provided below for that purpose and returning to us a copy of this letter, whereupon this letter and your acceptance shall constitute a binding agreement between us.

			Very truly yours,
			NAVIOS MARITIME HOLDINGS, INC.
			By:
						Name:  Title:

Accepted as of the date
first set forth above:

GOLDMAN ADVISORS,
a division of Sunrise Securities Corp.

By:                                                                        
           Name:
           Title:

Sunrise Securities Corp.

By:                                                                        
           Name:
           Title:

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Annex A

The Company agrees to indemnify Goldman Advisors, a division of Sunrise Securities Corp. (‘‘Goldman’’), Sunrise Securities Corp. (‘‘Sunrise’’) and their respective directors, officers, employees, representatives, advisors, agents and controlling persons and successors and assigns (collectively, the ‘‘Indemnified Parties’’, and each individually, an ‘‘Indemnified Party’’) from and against any and all losses, claims, damages, costs, expenses and liabilities, joint or several, to which such Indemnified Party may become subject under any applicable law (a) arising out of, or in connection with (i) any untrue statement or alleged untrue statement of a material fact contained in any of the Offer Materials, or any omission or alleged omission to state in any of the Offer Materials a material fact necessary in order to make the statements made therein, in light of the circumstance under which they were made, not misleading, (ii) any withdrawal or termination by the Company of, or failure by the Company to make or consummate, the Offer or to purchase any Warrants pursuant to the Offer or (iii) any breach by the Company of any representation or warranty or failure to comply with any of the agreements contained herein or (b) otherwise arising out of, relating to or in connection with or alleged to arise out of, relate to or be in connection with the Offer or the role of Goldman in connection therewith or the performance by Goldman of the services contemplated thereby, and will reimburse each Indemnified Party for all expenses (including counsel fees and expenses) as they are incurred in connection with the investigation of, preparation for or defense of any pending or threatened claim or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party and whether or not such claim, action or proceeding is initiated or brought by or on behalf of the Company or any of its affiliates or shareholders. The Company shall not be liable under the foregoing to the extent that any loss, claim, damage, liability or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted solely from the bad faith or gross negligence of Goldman.

The Company also agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company or its security holders or creditors related to, arising out of, or in connection with, the Offer, the engagement of Goldman pursuant thereto, or the performance by Goldman of the services contemplated thereby, except to the extent that any loss, claim, damage or liability is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted solely from the bad faith or gross negligence of Goldman.

If the indemnification of an Indemnified Party provided for in this Agreement is for any reason held unenforceable, although otherwise applicable in accordance with its terms, or is insufficient in respect of any losses, claims, damages, costs, expenses or liabilities suffered by an Indemnified Party, the Company agrees to contribute to the amount paid or payable by such Indemnified Party as a result of such losses, claims, damages, costs, expenses and liabilities for which such indemnification is held unenforceable (i) in such proportion as is appropriate to reflect the relative benefits to the Company, on the one hand, and Goldman, on the other hand, of the Offer (whether or not the Offer is consummated and including any other costs and expenses of Goldman and its affiliates associated with the Offer) or (ii) if (but only if) the allocation provided for in clause (i) is for any reason held unenforceable, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) but also the relative fault of the Company, on the one hand, and Goldman, on the other hand, as wall as any other relevant equitable considerations. The Company agrees that for the purposes of this paragraph, the relative benefits to the Company and Goldman of the Offer (whether or not the offer is consummated) shall be deemed to be in the same proportion that the total value paid or issued or contemplated to be paid or issued by the Company to the Holders, as a result of or in connection with the Offer, bears to the fees paid or to be paid to Goldman under this Agreement; provided, however, that, to the extent permitted by applicable law, in no event shall the Indemnified Parties be required to contribute an aggregate amount in excess of the aggregate fees actually paid to Goldman under the Agreement of which this Annex A is a part.

The Company agrees that it will not settle, compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding in respect of which indemnification could be sought under this Agreement (whether or not Goldman or any other Indemnified Party is an actual or potential party to such claim, action or proceeding), unless such settlement, compromise or consent

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(i) includes an unconditional release of each Indemnified Party from all liability arising out of such claim, action or proceeding and (ii) does not include any admission as to guilt or culpability.

If Goldman or any other Indemnified Party is requested or required to appear as a witness in any action brought by or on behalf of or against the Company or any Holder in which such party is not named as a defendant, the Company will reimburse Goldman for all expenses incurred in connection with such party’s appearing and preparing to appear as such a witness, including, without limitation, the fees and disbursements of its legal counsel.

The provisions of this Annex A shall continue to apply and shall remain in full force and effect regardless of any modification or termination of the Agreement of which this Annex A is a part or the completion of the services to be provided by Goldman thereunder and shall be in addition to any other liability that the Company may otherwise have, at common law or otherwise, under such Agreement.

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Exhibit A

Offer Letter

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Exhibit B

Letter of Transmittal

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LETTER OF TRANSMITTAL

TO EXERCISE WARRANTS

OF

NAVIOS MARITIME HOLDINGS INC.

PURSUANT TO THE OFFER

DECEMBER 28, 2006

THE OFFER AND RESCISSION RIGHTS EXPIRE AT 5 P.M., U.S.
EASTERN TIME ON THE NIGHT OF JANUARY 26, 2007 UNLESS THE OFFER IS EXTENDED

			The Depositary for the Offer is:
Continental Stock Transfer & Trust Company
			BY MAIL, HAND OR OVERNIGHT DELIVERY: CONTINENTAL STOCK TRANSFER & TRUST COMPANY 17 BATTERY PLACE 8TH FLR NEW YORK, NY 10004
BY FACSIMILE TRANSMISSION: CONTINENTAL STOCK TRANSFER & TRUST COMPANY FACSIMILE: (212) 616-7610
			CONFIRM BY TELEPHONE: (212) 509-4000 ext. 536

DESCRIPTION OF WARRANTS EXERCISED AND
NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S)

(Please Fill in Exercised Certificates Exactly as Name(s) Appear(s) on Certificate(s))

(Attach Signed Additional List if Necessary)

Certificate numbers*			Number of warrants represented by certificate			Number of warrants exercised
						Payment of $5.00 exercise price**			Exchange method

TOTAL WARRANTS EXERCISED:

*	Need not be completed if warrants are being tendered through DTC.

**	For every warrant exercised, a holder will receive 1.16 shares of Common Stock and any fractional share that may result upon such exercise, will result in a cash payment to the holder in an amount equal to the value of such fractional amount based on the closing price of the Common Stock immediately preceding the Expiration Date.

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PLEASE READ THE ENTIRE LETTER OF TRANSMITTAL,
INCLUDING THE ACCOMPANYING INSTRUCTIONS, CAREFULLY

Ladies and Gentlemen:

The undersigned hereby exercises the above described Warrants of Navios Maritime Holdings Inc., a Marshall Islands company (the ‘‘Company’’), pursuant to the Company’s Offer Letter, dated December 28, 2006 and in this Letter of Transmittal (which together constitute the ‘‘Offer’’).

The Board of Directors of the Company has extended the Offer to the holders of warrants to purchase an aggregate of 49,571,720 Common Stock, par value $.0001 per share, of the Company (the ‘‘Warrants’’), which were issued by International Shipping Enterprises, Inc., our legal predecessor, in its initial public offering, as follows:

	•	To modify terms on which the Warrants can be exercised to increase temporarily the number of shares of common stock to be received upon exercise of a Warrant from one to 1.16 upon payment of the $5.00 exercise price, and

	•	To modify terms on which the Warrants can be exercised to permit temporarily the exchange of 5.25 Warrants for one share of Common Stock.

NO FRACTIONAL SHARES WILL BE ISSUED. IF YOU ELECT TO EXERCISE WARRANTS AND YOUR EXERCISE RESULTS IN A FRACTIONAL SHARE OF COMMON STOCK TO BE ISSUED, YOU WILL RECEIVE THE MARKET VALUE OF SUCH FRACTIONAL SHARE BASED ON THE CLOSING PRICE OF THE COMMON STOCK ON THE DAY IMMEDIATELY PRECEDING THE EXPIRATION DATE.

UNEXERCISED WARRANTS SHALL EXPIRE IN ACCORDANCE WITH THEIR TERMS ON DECEMBER 9, 2008.

IT IS THE COMPANY’S CURRENT INTENTION NOT TO CONDUCT ANOTHER OFFER DESIGNED TO INDUCE THE EARLY EXERCISE OF THE WARRANTS, PROVIDED THAT THE COMPANY RESERVES THE RIGHT TO EXERCISE ITS ABILITY TO REDEEM THE WARRANTS IF AND WHEN IT IS PERMITTED TO DO SO PURSUANT TO THE TERMS OF THE WARRANTS.

Subject to and effective upon acceptance for exercise of the Warrants exercised hereby in accordance with the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of such extension or amendment), the undersigned hereby agrees to subscribe for and purchase shares of the Common Stock covered by such Warrant certificate, as described above, and delivers payment herewith in full upon exercise at the exercise price of $5.00 per 1.16 share of Common Stock, or upon the exchange of 5.25 Warrants per share of Common Stock, or upon a combination of the above, all as indicated on the first page of this Letter of Transmittal.

The undersigned acknowledges that they have been advised to consult with their own advisors as to the consequences of participating or not participating in the Offer. In addition, the undersigned acknowledges that Goldman Advisors, a division of Sunrise Securities Corp., as Dealer Manager, is receiving a fee equal to the sum of 5% of (i) the exercise prices paid by Warrant holders, and (ii) the value of the shares of Common Stock that are issued to Warrant holders. The value of the Common Stock will be equal to the average closing price of the Company’s shares for the five day period ending on the Expiration Date.

The undersigned hereby represents and warrants to the Company that:

(a)    the undersigned has full power and authority to tender, subscribe for and purchase all of the Common Stock of the Company which may be received upon exercise of the Warrants pursuant to either method of exercise;

(b)    he or she has good, marketable and unencumbered title to them, free and clear of all security interests, liens, restrictions, charges, encumbrances, conditional sales agreements or other obligations relating to their exercise, sale or transfer, and not subject to any adverse claim;

(c)    on request, the undersigned will execute and deliver any additional documents the Company deems necessary to complete the exercise of the Warrants tendered hereby;

(d)    the undersigned understands that tenders of Warrants pursuant to the Offer and in the instructions hereto will constitute the undersigned’s acceptance of the terms and conditions of the Offer; and

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(e)    the undersigned agrees to all of the terms of the Offer.

All authorities conferred or agreed to be conferred in this Letter of Transmittal shall survive the death or incapacity of the undersigned, and any obligation of the undersigned hereunder shall be binding upon the heirs, personal representatives, executors, administrators, successors, assigns, trustees in bankruptcy, and legal representatives of the undersigned. Except as stated in the Offer, this tender is irrevocable.

Delivery of this Letter of Transmittal and all other documents to an address, or transmission of instructions to a facsimile number, other than as set forth above, does not constitute a valid delivery. Please read carefully the entire Letter of Transmittal, including the accompanying instructions, before checking any box below. This Letter of Transmittal is to be used only if (a) certificates are to be forwarded herewith (or such certificates will be delivered pursuant to a Notice of Guaranteed Delivery previously sent to the depositary) or (b) delivery of Warrants is to be made by book-entry transfer to the depositary’s account at The Depositary Trust Company (the ‘‘DTC’’) pursuant to the procedures set forth in the Offer to Purchase.

If you desire to exercise Warrants pursuant to the Offer and you cannot deliver your Warrant certificate(s) (or you are unable to comply with the procedures for book-entry transfer on a timely basis) and all other documents required by this Letter of Transmittal are delivered to the depositary prior to the Expiration Date, you may exercise your Warrants according to the guaranteed delivery procedures set forth in the section of the Offer Letter titled ‘‘Procedure for Exercising and Tendering Warrants.’’ See Instruction 2.

Delivery of documents to DTC does not constitute delivery to the depositary.

‘‘Expiration Date’’ means 5:00 P.M., New York City time, on January 26, 2007, unless and until the Company, in its sole discretion, extends the Offer, in which case the ‘‘Expiration Date’’ means the latest time and date at which the Offer, as extended, expires.

The name(s) and address(es) of the registered holder(s) should be printed below, exactly as they appear on the certificates representing the Warrants tendered hereby. The certificate numbers, the number of Warrants represented by such certificates, and the number of Warrants that the undersigned wishes to tender and pursuant to which method, should be set forth in the appropriate boxes above.

THE UNDERSIGNED UNDERSTANDS THAT ACCEPTANCE OF A WARRANT BY THE
COMPANY FOR EXERCISE WILL CONSTITUTE A BINDING AGREEMENT
BETWEEN THE UNDERSIGNED AND THE COMPANY UPON THE TERMS AND
SUBJECT TO THE CONDITIONS OF THE OFFER.

NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.

This Letter of Transmittal is to be completed by a holder of Warrants either if (i) Warrant Certificates are to be forwarded with this Letter of Transmittal or (ii) if the Warrants the holder is electing to exercise are to be delivered by book-entry transfer pursuant to the procedures set forth in the Offer Letter under Section 2, ‘‘Procedure for Exercising and Tendering Warrants — Book-Entry Delivery.’’ Delivery of documents to The Depository Trust Company (‘‘DTC’’) or to the Company does not constitute delivery to the Warrant Agent.

The undersigned hereby: (i) elects to exercise the Warrants described under ‘‘Election(s) to Exercise’’ below (Box 1); and (ii) agrees to purchase the Common Stock issuable thereunder and is submitting, if applicable, the applicable exercise price (by certified check or wire amount), in each case, pursuant to the terms and subject to the conditions described in the Offer Letter and this Letter of Transmittal. The undersigned is the registered owner of all such Warrants and represents that it has received from each beneficial owner thereof (collectively, the ‘‘Beneficial Owners’’) a duly completed and executed form of ‘‘Instructions to Registered Holder’’, a form of which is attached to the ‘‘Letter to Clients’’ accompanying this Letter of Transmittal, instructing the undersigned to take the action described in this Letter of Transmittal. Subject to, and effective upon, the Company’s acceptance of the undersigned’s election to exercise the Warrants described in Box 1 below and the Company’s receipt of available funds equal to the amount of the applicable exercise price, if applicable, the undersigned hereby assigns and transfers to, or upon the order of, the Company, all right, title and interest in, to, and under the Warrants being exercised hereby, waives any and all other rights with respect to such Warrants and releases and discharges the Company from any and all claims the undersigned may have now, or may have in the future, arising out of, or related to, such Warrants.

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The undersigned hereby irrevocably constitutes and appoints the Warrant Agent as the true and lawful agent and attorney-in-fact of the undersigned with respect to the Warrants the undersigned is electing to exercise, with full power of substitution (the power of attorney being deemed to be an irrevocable power coupled with an interest), to: (i) deliver the Warrants the undersigned is electing to exercise (together with the applicable exercise price being tendered herewith) to the Company or cause ownership of such Warrants to be transferred to, or upon the order of, the Company, on the books of the Warrant Agent and deliver all accompanying evidences of transfer and authenticity to, or upon the order of, the Company upon receipt by the Company’s Warrant Agent, as the undersigned’s agent, of the Common Stock to which the undersigned is entitled upon acceptance by the Company of the undersigned’s election to exercise Warrants pursuant to the Offer; and (ii) receive all benefits and otherwise exercise all rights of beneficial ownership of the exercised Warrants all in accordance with the terms and subject to the conditions of the Offer described in the Offer Letter.

Unless otherwise indicated under ‘‘Special Issuance Instructions’’ below (Box 2), please issue the Common Stock for the exercised Warrants in the name(s) of the undersigned. Similarly, unless otherwise indicated under ‘‘Special Delivery Instructions’’ below (Box 3), please send or cause to be sent the certificates for the Common Stock (and accompanying documents, as appropriate) to the undersigned at the address shown above under ‘‘Description of Warrants’’ (on the cover page of this Letter of Transmittal) or provide the name of the account with the Warrant Agent or at DTC to which the Common Stock should be issued.

The undersigned understands that elections to exercise Warrants pursuant to the procedures described under Section 1, ‘‘General Terms’’ in the Offer Letter and in the instructions to this Letter of Transmittal will constitute a binding agreement between the undersigned and the Company upon the terms of the Offer set forth in the Offer Letter under the caption Section 1, ‘‘General Terms’’, and subject to the conditions of the Offer set forth in the Offer Letter under Section 2.B., ‘‘Conditions of the Offer,’’ subject only to withdrawal of elections to exercise on the terms set forth in the Offer Letter under Section 3, ‘‘Rescission Rights.’’ All authority conferred in this Letter of Transmittal or agreed to be conferred will survive the death, bankruptcy or incapacity of the undersigned and any Beneficial Owner(s), and every obligation of the undersigned of any Beneficial Owners under this Letter of Transmittal will be binding upon the heirs, personal representatives, executors, administrators, successors, assigns, trustees in bankruptcy and other legal representatives of the undersigned and such Beneficial Owner(s).

The undersigned hereby represents and warrants that it has full power and authority to exercise, assign and transfer the Warrants the undersigned has elected to exercise pursuant to this Letter of Transmittal. The undersigned and each Beneficial Owner will, upon request, execute and deliver any additional documents reasonably requested by the Company or the Company’s Warrant Agent as necessary or desirable to complete and give effect to the transactions contemplated hereby.

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NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY BEFORE
COMPLETING THE BOXES.

	CHECK HERE IF THE WARRANTS ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER AND COMPLETE BOX 4 BELOW.

	Name

	Address                                                                                                                                          &nb sp;

	&nbs p;

Box 1
ELECTION(S) TO EXERCISE

Election To Exercise By Payment of Exercise Price

Complete the table below ONLY if you are electing to exercise some or all of your Warrants at the exercise price of $5.00.

A

B

C

D

Number of Warrants Being Exercised

Exercise Price

Total Exercise Price (Multiply Column A by Column B)

Total Shares of Common Stock Issued (Multiply Column A by 1.16)

$

5.00

Election to Exercise By Exchange of Warrants

Complete the table below ONLY if you are electing to exercise Warrants by exchanging 5.25 Warrants for one (1) share of Common Stock.

A			B						C
Number of Warrants Being Exercised			Number of Warrants Required to be Exchanged						Total Shares of Common Stock to be Issued (Divide Column A by Column B)
					5.25

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Box 2
SPECIAL ISSUANCE INSTRUCTIONS

To be completed ONLY if certificates for Common Stock purchased hereby are to be issued in the name of someone other than the undersigned.

    
Issue Common Stock certificates:

Name(s)

(please print)

Address(es)

    

    
Box 3
SPECIAL DELIVERY INSTRUCTIONS

To be completed ONLY if certificates for Common Stock of the Company purchased are to be mailed to someone other than the undersigned, or to the undersigned at an address other than that shown below.

Mail Certificates to:

Name(s)

(please print)

Address(es)

    

Box 4
USE OF BOOK-ENTRY TRANSFER

To be completed ONLY if delivery of Warrants is to be made by book-entry transfer.

Name of Exercising Institution:   ________________

Account  Number:   ________________________

Transaction Code Number:   __________________

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Box 5
EXERCISING HOLDER SIGNATURE

x    __________________________________________________________________________________

x    __________________________________________________________________________________

(Signature of Registered Holder(s) or Authorized Signatory)

Note: The above lines must be signed by the registered holder(s) of Warrants as their name(s) appear(s) on the Warrants or by person(s) authorized to become registered holder(s) (evidence of which authorization must be transmitted with this Letter of Transmittal). If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer, or other person acting in a fiduciary or representative capacity, that person must set forth his or her full title below. See Instruction 5.

Name(s):    ____________________________________________________________________________

Capacity:    ____________________________________________________________________________

Street Address:    ________________________________________________________________________

(Include Zip Code)

____________________________________________________________________________________

(Area Code and Telephone Number)

____________________________________________________________________________________

(Tax Identification or Social Security Number)

Signature Guarantee    ____________________________________________________________________

(If Required by Instruction 4)

Authorized Signature    __________________________________________________________________

Name:    ______________________________________________________________________________

(Please Print or Type)

Title:    ______________________________________________________________________________

Name of Firm:    ________________________________________________________________________

(Must be an Eligible Institution as defined in Instruction 1)

Address:    ____________________________________________________________________________

(Include Zip Code)

Area Code and Telephone Number:    ________________________________________________________

Dated:    ______________________________________________________________________________

PLEASE SIGN HERE
(To be completed by all Warrant Holders)

____________________________________________________________________________________

(Signature of Owners)

Dated:    ________________, 200  

Name(s)    ____________________________________________________________________________

(please print)

Address(es)    __________________________________________________________________________

Capacity (full title):    ____________________________________________________________________

Telephone number:    ____________________________________________________________________

(Must be signed by the registered holder(s) exactly as name(s) appear(s) on certificate(s) or on a security position or by person(s) authorized to become registered holder(s) by certificate(s) and documents transmitted with his Letter of Transmittal. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or another person acting in a fiduciary or representative capacity, please set forth full title. See Instruction 5.)

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GUARANTEE OF SIGNATURE(S)

Name of Firm:    ________________________________________________________________________

Authorized Signature:    __________________________________________________________________

Name:    ______________________________________________________________________________

____________________________________________________________________________________

(please print)

Title:    ______________________________________________________________________________

Address:    ____________________________________________________________________________

Area Code and Telephone Number:    ________________________________________________________

Dated:    ________________, 200  

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INSTRUCTIONS

FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER

1.    GUARANTEE OF SIGNATURE.

No signature guarantee is required if either:

(a)    this Letter of Transmittal is signed by the registered holder of the Warrants exactly as the name of the registered holder appears on the certificate tendered with this Letter of Transmittal and such owner has not completed the box entitled ‘‘Special Delivery Instructions’’ or ‘‘Special Issuance Instructions’’; or

(b)    such Warrants are tendered for the account of a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc. or a commercial bank or trust company (not a savings bank or savings and loan association) having an office, branch or agency in the United States which is a participant in an approval Signature Guarantee Medallion Program (each such entity, an ‘‘Eligible Institution’’); or

(c)    the Holders of such Warrants reside outside of the U.S. and are not otherwise tendering the Warrants in the U.S.

In all other cases, an Eligible Institution must guarantee all signatures on this Letter of Transmittal. See Instruction 5.

2.    DELIVERY OF LETTER OF TRANSMITTAL AND CERTIFICATES; GUARANTEED DELIVERY PROCEDURES.

This Letter of Transmittal is to be used only if:

•	certificates for Warrants are delivered with it to the Depositary; or

•	the certificates will be delivered pursuant to a Notice of Guaranteed Delivery previously sent to the Depositary; or

•	an exercise of Warrants pursuant to the procedure for tender and exercise by book-entry transfer set forth in SECTION 3 of the Offer Letter.

Unless Warrants are being tendered and exercised by book-entry transfer, as described below, (a) a properly completed and duly executed Letter of Transmittal or duly executed and manually signed facsimile copy of it, in accordance with the instructions of the Letter of Transmittal (including any required signature guarantees), (b) certificates for the Warrants being exercised, and (c) any other documents required by the Letter of Transmittal should be mailed or delivered to the Depositary at the appropriate address set forth on the front page of this document and must be received by the Depositary prior to the expiration of the Offer. If certificates are forwarded to the Depositary in multiple deliveries, a properly completed and duly executed Letter of Transmittal must accompany each such delivery.

Warrants may be validly tendered pursuant to the procedures for book-entry transfer as described in the Offer to Purchase. In order for shares to be validly tendered by book-entry transfer, the Depositary must receive, prior to the expiration date of the Offer, (a) confirmation of such delivery and (b) either a properly completed and executed Letter of Transmittal (or manually signed facsimile thereof) or an Agent’s Message if the tendering shareholder has not delivered a Letter of Transmittal, and (c) all documents required by the Letter of Transmittal. The term ‘‘Agent’s Message’’ means a message, transmitted by DTC to, and received by, the Depositary and forming a part of a Book-Entry Confirmation, which states that DTC has received an express acknowledgment from the participant in DTC exercising the Warrants that such participant has received and agrees to be bound by the terms of the Letter of Transmittal and that the Company may enforce such agreement against the participant. If you are tendering by book-entry transfer, you must expressly acknowledge that you have received and agreed to be bound by the Letter of Transmittal and that the Letter of Transmittal may be enforced against you.

If your Warrant certificates are not immediately available, you cannot deliver your shares and all other required documents to the Depositary or you cannot complete the procedure for delivery by book-entry transfer prior to the expiration date, you may tender your shares pursuant to the guaranteed delivery procedure set forth in the Offer Letter. Pursuant to such procedure:

(i)    such tender must be made by or through an Eligible Institution;

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(ii)    a properly completed and duly executed Notice of Guaranteed Delivery substantially in the form provided by the Company (with any required signature guarantees) must be received by the Depositary prior to the expiration of the Offer; and

(iii)    the certificates for all physically delivered Warrants in proper form for transfer by delivery, or a confirmation of a book-entry transfer into the Depositary’s account at DTC of all Warrants delivered electronically, in each case together with a properly completed and duly executed Letter of Transmittal (or manually signed facsimile thereof) with any required signature guarantees (or, in the case of a book-entry transfer, an Agent’s Message), and any other documents required by this Letter of Transmittal, must be received by the Depositary within three NASDAQ Global Market trading days after the date the Depositary receives such Notice of Guaranteed Delivery, all as provided in the Offer Letter.

The method of delivery of all documents, including Warrant certificates, the Letter of Transmittal and any other required documents, is at the election and risk of the tendering shareholder, and the delivery will be deemed made only when actually received by the Depositary. If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery.

Except as specifically permitted by the Offer Letter, no alternative or contingent exercises will be accepted.

3.    INADEQUATE SPACE.    If the space provided in the box captioned ‘‘Description of Warrants Exercised’’ is inadequate, the certificate numbers and/or the number of Warrants should be listed on a separate signed schedule and attached to this Letter of Transmittal.

4.    WARRANTS EXERCISED.    Warrant holders who choose to participate in the Offer, may exercise some or all of such holder’s Warrants pursuant to the terms of the Offer.

5.    SIGNATURES ON LETTER OF TRANSMITTAL.

(a)    If this Letter of Transmittal is signed by the registered holder(s) of the Warrants tendered hereby, the signature(s) must correspond exactly with the name(s) as written on the face of the certificate(s) without any change whatsoever.

(b)    If the Warrants are held of record by two or more persons or holders, all such persons or holders must sign this Letter of Transmittal.

(c)    If any tendered Warrants are registered in different names on several certificates, it will be necessary to complete, sign and submit as many separate Letters of Transmittal (or photocopies of it) as there are different registrations of certificates.

(d)    When this Letter of Transmittal is signed by the registered holder(s) of the Warrants listed and transmitted hereby, no endorsement(s) of certificate(s) representing such Warrants or separate ordinary share power(s) are required. EXCEPT AS OTHERWISE PROVIDED IN INSTRUCTION 1, SIGNATURE(S) ON SUCH CERTIFICATE(S) MUST BE GUARANTEED BY AN ELIGIBLE INSTITUTION. If this Letter of Transmittal is signed by a person other than the registered holder(s) of the certificate(s) listed, the certificate(s) must be endorsed or accompanied by appropriate ordinary share power(s), in either case signed exactly as the name(s) of the registered holder(s) appears on the certificate(s), and the signature(s) on such certificate(s) or ordinary share power(s) must be guaranteed by an Eligible Institution. See Instruction 1.

(e)    If this Letter of Transmittal or any certificate(s) or ordinary share power(s) are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing and must submit proper evidence satisfactory to the Company of the authority so to act. If the certificate has been issued in the fiduciary or representative capacity, no additional documentation will be required.

6.    SPECIAL DELIVERY AND SPECIAL ISSUANCE INSTRUCTIONS.    If certificates for Common Stock purchased upon exercise of the Warrants are to be issued in the name of a person other than the signer of the Letter of Transmittal or if such certificates are to be sent to someone other than the person signing the Letter of Transmittal or to the signer at a different address, the boxes captioned ‘‘Special Issuance Instructions’’ and/or ‘‘Special Delivery Instructions’’ on this Letter of Transmittal must be completed as applicable and signatures must be guaranteed as described in Instruction 5.

7.    IRREGULARITIES.    All questions as to the number of Warrants to be accepted, the validity, form, eligibility (including time of receipt) and acceptance for exercise of any tender of Warrants will be determined by the

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Company in its sole discretion, which determinations shall be final and binding on all parties, subject to the judgments of any courts. The Company reserves the absolute right to reject any or all tenders of Warrants it determines not to be in proper form or to reject those Warrants, the acceptance of which or payment for which may, in the opinion of the Company’s counsel, be unlawful, subject to the judgments of any court. The Company also reserves the absolute right to waive any of the conditions of the Offer and any defect or irregularity in the tender of any particular Warrants, and the Company’s interpretation of the terms of the Offer (including these instructions) will be final and binding on all parties, subject to the judgments of any court. No tender of Warrants will be deemed to be properly made until all defects and irregularities have been cured or waived. Unless waived, any defects or irregularities in connection with tenders must be cured within such time as the Company shall determine. Neither the Company nor any other person is or will be obligated to give notice of any defects or irregularities in tenders and none of them will incur any liability for failure to give any such notice.

8.    QUESTIONS AND REQUESTS FOR ASSISTANCE AND ADDITIONAL COPIES.    Please direct questions or requests for assistance, or for additional copies of the Offer Letter, Letter of Transmittal or other materials, in writing to:

MORROW & CO., INC.

470 WEST AVENUE
STAMFORD, CT 06902
(203) 658-9400
tender.info@morrowco.com

IMPORTANT: THIS LETTER OF TRANSMITTAL (OR A PHOTOCOPY THEREOF) TOGETHER WITH WARRANT CERTIFICATES AND ALL OTHER REQUIRED DOCUMENTS MUST BE RECEIVED BY THE COMPANY ON OR PRIOR TO 5:00 P.M., U.S. EASTERN TIME ON THE NIGHT OF THE EXPIRATION DATE (AS DEFINED IN THE OFFER).

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NOTICE OF GUARANTEED DELIVERY

OF WARRANTS OF

NAVIOS MARITIME HOLDINGS INC.

PURSUANT TO THE OFFER DATED DECEMBER 28, 2006

This Notice of Guaranteed Delivery, or one substantially in the form hereof, must be used to accept the Offer (as defined below) if:

	•	Warrants are not immediately available or Warrant holders cannot deliver Warrants to Continental Stock Transfer & Trust Company (the ‘‘Depositary’’) prior to the Expiration Date, or

	•	Time will not permit all required documents, including a properly completed and duly executed Letter of Transmittal (or a manually signed facsimile of the Letter of Transmittal) and any other required documents, to reach the Depositary prior to the Expiration Date.

The Offer and the related Letter of Transmittal, as amended or supplemented from time to time, together constitute the ‘‘Offer.’’

TO:	CONTINENTAL STOCK TRANSFER & TRUST COMPANY

BY MAIL, HAND OR OVERNIGHT DELIVERY:

CONTINENTAL STOCK TRANSFER & TRUST COMPANY
17 BATTERY PLACE, 8^TH FLOOR
NEW YORK, NY 10004

BY FACSIMILE TRANSMISSION:

CONTINENTAL STOCK TRANSFER & TRUST COMPANY
FACSIMILE: (212) 616-7616
CONFIRM BY TELEPHONE: (212) 509-4000 ext. 536

This Notice of Guaranteed Delivery, properly completed and duly executed, may be delivered by hand, mail, overnight courier or facsimile transmission to the Depositary. See Section 2 of the Offer.

For this notice to be validly delivered, it must be received by the Depositary at one of the above addresses before the Offer expires. Delivery of this notice to another address will not constitute a valid delivery. Delivery to the Company, the information agent or the book-entry transfer facility will not be forwarded to the Depositary and will not constitute a valid delivery.

This form is not to be used to guarantee signatures. If a signature on a Letter of Transmittal is required to be guaranteed by an Eligible Institution (as defined in the Letter of Transmittal) under the instructions to the Letter of Transmittal, such signature guarantee must appear in the applicable space provided in the signature box on the Letter of Transmittal.

By signing this Notice of Guaranteed Delivery, you exercise, upon the terms and subject to the conditions described in the Offer and the related Letter of Transmittal, receipt of which you hereby acknowledge, the number of Warrants, and method, specified below pursuant to the guaranteed delivery procedure described in Section 3 of the Offer.

NUMBER OF WARRANTS EXERCISED:         EXERCISED BY PAYMENT OF EXERCISE PRICE

NUMBER OF WARRANTS EXERCISED:        EXERCISED BY EXCHANGING WARRANTS

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SIGNATURES

Signatures:

Name(s) of Warrant Holders(s):                                                                                                                         

(please type or print)

Certificate Nos.:                                                                                                                                                     

Address:                                                                                                                         &nbs p;                                         

(Include Zip Code)

Daytime Area Code and Telephone Number:                                                                                                

Date:                                                                                                                          & nbsp;                                             

If Shares will be delivered by book-entry transfer, provide the Account Number.

Account Number:                                                                                                                                                

    

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GUARANTEE OF DELIVERY

(Not to be Used for Signature Guarantee)

The undersigned, a bank, broker dealer, credit union, savings association or other entity that is a member in good standing of the Securities Transfer Agents Medallion Program or a bank, broker, dealer, credit union, savings association or other entity which is an ‘‘eligible guarantor institution,’’ as that term is defined in Rule 17Ad-15 promulgated under the Securities Exchange Act of 1934, as amended, (each of the foregoing constituting an (‘‘Eligible Institution’’), guarantees delivery to the Depositary of the Shares tendered, in proper form for transfer, or a confirmation that the Warrants tendered have been delivered pursuant to the procedure for book-entry transfer described in the Offer into the Depositary’s account at the book-entry transfer facility, in each case together with a properly completed and duly executed Letter(s) of Transmittal (or a facsimile(s) thereof), or an Agent’s Message in the case of a book-entry transfer, and any other required documents, all within three Nasdaq Global Market trading days after the date of receipt by the Depositary of this Notice of Guaranteed Delivery.

 

The Eligible Institution that completes this form must communicate the guarantee to the Depositary and must deliver the Letter of Transmittal and certificates for Shares to the Depositary within the time set forth above. Failure to do so could result in a financial loss to such Eligible Institution.

Name of Firm:                                                                                                                                                        

Authorized Signature:                                                                                                                                          

Name:                                                                                                                          & nbsp;                                            

                                                    (Please Print)

Title:                                                                                                                                                                          

Address:                                                                                                                         &nbs p;                                        

Areas Code(s) and Telephone Number(s):                                                                                                      

Dated:                                                 , 200  

NOTE: DO NOT SEND WARRANTS WITH THIS FORM. WARRANTS SHOULD BE SENT WITH THE LETTER OF TRANSMITTAL.

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Offer Letter to Exercise at the Existing Exercise Price or to Exchange for Common Stock

by

NAVIOS MARITIME HOLDINGS INC.

of

up to 49,571,720 of its Outstanding Warrants

at:

(i) an Exercise Price of $5.00 Per Warrant for 1.16 Shares of Common Stock, and

(ii) an Exchange of 5.25 Warrants for One Share of Common Stock

THE TENDER OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON JANUARY 26, 2007, UNLESS THE TENDER OFFER IS EXTENDED.

December 28, 2006

To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:

Enclosed for your consideration are the Offer Letter, dated December 28, 2006 (the ‘‘Offer Letter’’), and the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the ‘‘offer’’), in connection with the offer by Navios Maritime Holdings Inc., a Marshall Islands corporation (the ‘‘Company’’), for a period of twenty (20) business days, to the holders of the Company’s publicly traded warrants (the ‘‘Warrants’’) that are outstanding to purchase an aggregate of 49,571,720 shares of common stock par value $.0001 per share, (the ‘‘Common Stock’’), which were issued by International Shipping Enterprises, Inc., the Company’s legal predecessor, in its initial public offering, as follows:

•	To modify terms on which the Warrants can be exercised to increase temporarily the number of shares of Common Stock to be received upon exercise of a Warrant from one to 1.16 upon payment of the $5.00 exercise price; and

•	To modify terms on which the Warrants can be exercised to permit temporarily the exchange of 5.25 Warrants for one share of Common Stock.

NO FRACTIONAL SHARES WILL BE ISSUED. IF YOU ELECT TO EXERCISE WARRANTS AND YOUR EXERCISE RESULTS IN A FRACTIONAL SHARE OF COMMON STOCK TO BE ISSUED, YOU WILL RECEIVE THE MARKET VALUE OF SUCH FRACTIONAL SHARE BASED ON THE CLOSING PRICE OF THE COMMON STOCK ON THE DAY IMMEDIATELY PRECEDING THE EXPIRATION DATE.

UNEXERCISED WARRANTS SHALL EXPIRE IN ACCORDANCE WITH THEIR TERMS ON DECEMBER 9, 2008.

IT IS THE COMPANY’S CURRENT INTENTION NOT TO CONDUCT ANOTHER OFFER DESIGNED TO INDUCE THE EARLY EXERCISE OF THE WARRANTS, PROVIDED THAT THE COMPANY RESERVES THE RIGHT TO EXERCISE ITS ABILITY TO REDEEM THE WARRANTS IF AND WHEN IT IS PERMITTED TO DO SO PURSUANT TO THE TERMS OF THE WARRANTS.

Enclosed with this letter are copies of the following documents:

1.	Offer Letter, dated December 28, 2006;

2.	Letter of Transmittal, for your use in accepting the offer and exercising Warrants of and for the information of your clients;

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3.	Notice of Guaranteed Delivery with respect to Warrants, to be used to accept the offer in the event you are unable to deliver the Warrant certificates, together with all other required documents, to the Depositary before the Expiration Date (as defined in the Offer Letter), or if the procedure for book-entry transfer cannot be completed before the Expiration Date;

4.	Form of letter that may be sent to your clients for whose accounts you hold Warrants registered in your name or in the name of your nominee, along with an Instruction Form provided for obtaining such client’s instructions with regard to the offer; and

Certain conditions to the offer are described in Sections 1 through 4 of the Offer Letter.

We urge you to contact your clients promptly. Please note that the offer and withdrawal rights will expire at 5 p.m., New York City Time, on January 26, 2007, unless the offer is extended.

Under no circumstances will interest be paid on the exercise price of the Warrants regardless of any extension of, or amendment to, the offer or any delay in exercising such Warrants after the expiration date.

Other than described herein, the Company will not pay any fees or commissions to any broker or dealer or other person (other than the Depositary, as described in the Offer Letter) in connection with the solicitation of tenders of Warrants pursuant to the tender offer. However, the Company will, on request, reimburse you for customary mailing and handling expenses incurred by you in forwarding copies of the enclosed tender offer materials to your clients.

In connection with the offer, the Dealer Manager, Goldman Advisors, a division of Sunrise Securities Corp., will receive a fee equal to the sum of 5% of (i) the cash exercise prices paid by Warrant holders, and (ii) 5% of the value of the shares of Common Stock that are issued to Warrant holders who exchange 5.25 of their Warrants for one share of Common Stock. The value of the Common Stock will be equal to the average closing price of the Company’s shares for the five day period ending on the Expiration Date.

Questions regarding the offer may be directed to Morrow and Co., Inc., as Information Agent, at 470 West Avenue, Stamford, CT 06902 (telephone number: (203) 658-9400, or to Continental Stock Transfer & Trust Company, as Depositary, at 17 Battery Place, 8^th Floor, New York, New York 10004 (telephone number: 212-509-4000, Ext. 536).

Very truly yours,

Navios Maritime Holdings Inc.

Nothing contained in this letter or in the enclosed documents shall render you or any other person the agent of the Company, the Depositary, or any affiliate of any of them or authorize you or any other person affiliated with you to give any information or use any document or make any statement on behalf of any of them with respect to the offer other than the enclosed documents and the statements contained therein.

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Offer Letter to Exercise at the Existing Exercise Price or to Exchange for Common Stock

by

NAVIOS MARITIME HOLDINGS INC.

of

up to 49,571,720 of its Outstanding Warrants

at:

(i) an Exercise Price of $5.00 Per Warrant for 1.16 shares of Common Stock, and
(ii) an Exchange of 5.25 Warrants for One Share of Common Stock

THE TENDER OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5 P.M., NEW YORK CITY TIME, ON JANUARY 26, 2007, UNLESS THE TENDER OFFER IS EXTENDED.

To Our Clients:

Enclosed for your consideration are the Offer Letter, dated December 28, 2006 (the ‘‘Offer Letter’’), and the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the ‘‘offer’’), in connection with the offer by Navios Maritime Holdings Inc., a Marshall Islands corporation (the ‘‘Company’’), for a period of twenty (20) business days, to the holders of the Company’s publicly traded warrants (the ‘‘Warrants’’) that are outstanding to purchase an aggregate of 49,571,720 shares of common stock par value $.0001 per share, (the ‘‘Common Stock’’) of the Company, which were issued by International Shipping Enterprises, Inc., the Company’s legal predecessor, in its initial public offering, as follows:

•	To modify terms on which the Warrants can be exercised to increase temporarily the number of shares of Common Stock to be received upon exercise of a Warrant from one to 1.16 upon payment of the $5.00 exercise price; and

•	To modify terms on which the Warrants can be exercised to permit temporarily the exchange of 5.25 Warrants for one share of Common Stock.

NO FRACTIONAL SHARES WILL BE ISSUED IF YOU ELECT TO EXERCISE WARRANTS AND YOUR EXERCISE RESULTS IN A FRACTIONAL SHARE OF COMMON STOCK TO BE ISSUED, YOU WILL RECEIVE THE MARKET VALUE OF SUCH FRACTIONAL SHARE BASED ON THE CLOSING PRICE OF THE COMMON STOCK ON THE DAY IMMEDIATELY PRECEDING THE EXPIRATION DATE.

UNEXERCISED WARRANTS SHALL EXPIRE IN ACCORDANCE WITH THEIR TERMS ON DECEMBER 9, 2008.

IT IS THE COMPANY’S CURRENT INTENTION NOT TO CONDUCT ANOTHER OFFER DESIGNED TO INDUCE THE EARLY EXERCISE OF THE WARRANTS, PROVIDED THAT THE COMPANY RESERVES THE RIGHT TO EXERCISE ITS ABILITY TO REDEEM THE WARRANTS IF AND WHEN IT IS PERMITTED TO DO SO PURSUANT TO THE TERMS OF THE WARRANTS.

You may exercise some or all of your Warrants, and you may exercise your Warrants pursuant to either method identified above or through a combination of both methods.    If you want to exercise Warrants in this offer, please specify the method of exercising your Warrants you are using. If you are using more than one method of exercising your Warrants, please specify the number of Warrants for each method. Please follow the instructions in this document and the related documents, including the accompanying Letter of Transmittal, to submit your Warrants. In addition, in the event Warrants you wish to exercise pursuant to the offer are included as part of a unit held by you, you must instruct us in the accompanying letter from you to separate the units prior to exercise.

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On the terms and subject to the conditions of the offer, the Company will allow you to exercise all Warrants properly exercised before the Expiration Date (as defined in the Offer Letter) and not properly withdrawn, at (i) an exercise price of $5.00 for 1.16 shares of Common Stock and (ii) an exchange rate of 5.25 Warrants for one (1) share of Common Stock.

We are the owner of record of shares held for your account. As such, we are the only ones who can exercise and tender your Warrants, and then only pursuant to your instructions. We are sending you the Letter of Transmittal for your information only; you cannot use it to exercise and tender Warrants we hold for your account.

Please instruct us as to whether you wish us to exercise any or all of the Warrants we hold for your account on the terms and subject to the conditions of the offer.

Please note the following:

	1.	You may exercise your Warrants at the exercise price of $5.00 to receive 1.16 shares of Common Stock per Warrant.

	2.	You may exercise your warrants by exchanging 5.25 Warrants in exchange for one (1) share of Common Stock.

	3.	The offer is subject to certain conditions set forth in Sections 1 through 4 of the Offer Letter.

	4.	The offer and withdrawal rights will expire at 5 p.m., New York City time, on January 26, 2007, unless the Company extends the tender offer.

	5.	The offer is for up to 49,571,720 Warrants, constituting 100% of the total number of the Company’s publicly traded outstanding Warrants as of December 27, 2006.

	6.	Tendering Warrant holders who are registered Warrant holders or who tender their shares directly to Continental Stock Transfer & Trust Company will not be obligated to pay any brokerage commissions.

	7.	If your Warrants are held as part of the Company’s outstanding Units, you must first instruct us to separate the Units before the Warrants can be exercised.

If you wish to have us exercise any or all of your Warrants, please so instruct us by completing, executing, detaching and returning to us the attached Instruction Form. If you authorize us to exercise your Warrants, we will exercise and tender all your Warrants unless you specify otherwise on the attached Instruction Form.

Your prompt action is requested. Your Instruction Form should be forwarded to us in ample time to permit us to submit a tender on your behalf before the Expiration Date of the offer. Please note that the offer and withdrawal rights will expire at 5:00 p.m., New York City time, on January 26, 2007, unless the offer is extended.

The offer is being made solely under the Offer Letter and the Letter of Transmittal and is being made to all record holders of Warrants. The offer is not being made to, nor will tenders be accepted from or on behalf of, holders of Warrants residing in any jurisdiction in which the making of the tender offer or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.

The Company’s Board of Directors has approved the offer. However, neither the Company’s management nor its Board of Directors, Officers, or Employees, nor the Depositary makes any recommendation to any warrant holder as to whether to exercise or refrain from exercising any Warrants. The Company has not authorized any person to make any recommendation. You should carefully evaluate all information in the offer and should consult your own investment and tax advisors. You must decide whether to exercise your Warrants and, if so, how many Warrants to exercise and by which method. In doing so, you should read carefully the information in the Offer Letter and the Letter of Transmittal.

2

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INSTRUCTION FORM WITH RESPECT TO

Offer Letter to Exercise at the Existing Price or to Exchange for Common Stock

by NAVIOS MARITIME HOLDINGS INC.

of

up to 49,571,720 of its Outstanding Warrants

at:

(i) an Exercise Price of $5.00 Per Warrant for 1.16 shares of Common Stock, and
(ii) an Exchange of 5.25 Warrants for One Share of Common Stock

The undersigned acknowledges receipt of your letter and the enclosed Offer Letter, dated December 28, 2006 (the ‘‘Offer Letter’’), and the Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the ‘‘tender offer’’), in connection with the offer by Navios Maritime Holdings Inc., a Marshall Islands corporation (the ‘‘Company’’), for a period of twenty (20) business days, to the holders of the Company’s publicly traded warrants (the ‘‘Warrants’’) that are outstanding to purchase an aggregate of 49,571,720 shares of common stock par value $.0001 per share, (the ‘‘Common Stock’’), which were issued by International Shipping Enterprises, Inc., the Company’s legal predecessor, in its initial public offering, as follows:

•	To modify the terms on which the Warrants can be exercised to temporarily increase the number of shares of Common Stock to be received upon exercise of a Warrant from one to 1.16 upon payment of the $5.00 exercise price and,

•	To modify terms on which the Warrants can be exercised to permit temporarily the exchange of 5.25 Warrants for one share of Common Stock.

The undersigned hereby instructs you to exercise the number of Warrants indicated below or, if no number is indicated, all Warrants you hold for the account of the undersigned, on the terms and subject to the conditions of the offer.

	(please check if any or all of your Warrants being exercised are part of a unit) As the Warrants you are being instructed to exercise pursuant to the offer are held as part of a unit, please separate the unit and undertake all actions necessary to allow for the exercise of the outstanding Warrants.

In participating in the offer, the undersigned acknowledges that: (1) the offer is established voluntarily by the Company, it is discretionary in nature and it may be extended, modified, suspended or terminated by the Company as provided in the Offer Letter; (2) the undersigned is voluntarily participating in the offer and is aware of the conditions of the Offer; (3) the future value of the Company’s Common Stock is unknown and cannot be predicted with certainty; (4) the undersigned has received the Offer Letter; and (5) regardless of any action that the Company takes with respect to any or all income/capital gains tax, social security or insurance, transfer tax or other tax-related items (‘‘Tax Items’’) related to the tender offer and the disposition of shares, the undersigned acknowledges that the ultimate liability for all Tax Items is and remains his or her sole responsibility. In that regard, the undersigned authorizes the Company to withhold all applicable Tax Items legally payable by the undersigned.

- (continued on following page) - -

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Your choice of options (indicate by check mark):

$5.00 Exercise Price                            

Warrant Exchange Exercise                             *

Combination of Both                        *

Number of Warrants to be exercised by you for the account of the undersigned:

** Warrants exercised at the $5.00 Exercise Price

** Warrants exercised pursuant to an Exchange

*	Fractional shares of Common Stock will not be issued. Any resulting fractional shares will be paid to you in cash based on the value of such fractional amount based on the closing price of the Common Stock on the date immediately preceding the Expiration Date.

**	Unless otherwise indicated it will be assumed that all Warrants held by us for your account are to be exercised

Signature(s):                                                                                                                                                                                                                                                                                                                                       &nb sp;                                                                                                      

Name(s):                                                                                                                                                                  < /font>

(Please Print)

Taxpayer Identification Number:                                                                                                                                                                                                                                                                                                        &nb sp;                                             

Address(es):                                                                                                                                                             

(Including Zip Code)

Area Code/Phone Number:                                                                                                                                                                                                                                                                                                                &nb sp;                                                               

Date:                                                          

4

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Navios Maritime Holdings Inc.
Announces
Program for Early Exercise of Warrants
to
Purchase Common Stock

PIRAEUS, Greece, December 28, 2006 /PRNewswire — FirstCall/ — Navios Maritime Holdings Inc. (‘‘Navios’’) (Nasdaq: BULK, BULKU, BULKW), a vertically integrated global shipping company specializing in the dry-bulk shipping industry, announced today that the Company is offering the holders of all 49,571,720 outstanding, publicly traded warrants (‘‘Warrants’’) the opportunity, for a limited time, to acquire shares of common stock.

Navios is modifying the terms of the Warrants to (1) temporarily increase the number of shares of Common Stock to be received upon exercise of a Warrant from one share to 1.16 per share in consideration of $5.00 and (2) permit the exercise of a Warrant such that the Holder will receive one share of Common Stock in exchange for every 5.25 Warrants surrendered. Warrant holders may use one or both methods in exercising the warrants for Common Stock.

The offer will commence on Thursday, December 28, 2006, at 4:01 p.m., New York City time, and continue for a period of twenty (20) business days, expiring on Friday, January 26, 2007 at 5:00 p.m., New York City time (the ‘‘Offer Period’’). Upon termination of the offer, the original terms of the Warrants will be reinstituted and the Warrants will expire according to their terms on December 9, 2008. This expiration could be accelerated by a redemption as outlined in Navios’ filings with the SEC related to the original issuance of the Warrants.

‘‘The purpose of the offer is to raise additional capital and reduce the number of Warrants outstanding,’’ said Angeliki Frangou, Chairman and CEO of Navios. ‘‘We believe that we have crafted a program that is attractive to our Warrant holders and hope that the program results in a substantial number of Warrants being exercised.’’

The terms and conditions of the offer are as set forth in the documentation distributed to record holders of Navios warrants (NASDAQ: BULKW) as of December 28, 2006. One of the conditions to closing will be that at least 50% of the outstanding warrants participate in this offer.

A copy of the offering document relating to the offer may be obtained from Morrow & Co., the Information Agent for the offering. Morrow’s telephone number for bankers and brokers is (203) 658-9400 and for all other security holders is (800) 607-0088. Please contact the Information Agent with any questions regarding the offering.

The foregoing reference to the offer and any other related transactions shall not constitute an offer to buy or exchange securities or constitute the solicitation of an offer to sell or exchange any securities in Navios or any of its subsidiaries.

Investors and security holders are urged to read the following documents filed with the SEC, as amended from time to time, relating to the offer as they contain important information: (1) the registration statement on Form F-3; and (2) the Schedule TO. These and any other documents relating to the offer, when they are filed with the SEC, may be obtained at the SEC’s website at www.sec.gov, or from the Information Agent as noted above.

About Navios Maritime Holdings Inc.

Navios is a vertically integrated global seaborne shipping company, specializing in the worldwide carriage, trading, storing, and other related logistics of international dry bulk cargo transportation. For over 50 years, Navios has worked with raw materials producers, agricultural traders and exporters, industrial end-users, ship owners, and charterers. Navios also owns and operates a port/storage facility in Uruguay and has in-house technical ship management expertise. Navios maintains offices in Piraeus, Greece, South Norwalk, Connecticut and Montevideo, Uruguay. Navios’ stock is listed in the NASDAQ’s National Market System where its Common Shares, Units and Warrants trade under the symbols ‘‘BULK’’, ‘‘BULKU’’, ‘‘BULKW’’, respectively. Risks and uncertainties are described in reports filed by Navios Maritime Holdings Inc. with the United States Securities and Exchange Commission.

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Safe Harbor

This press release may contain forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 about Navios Maritime Holdings Inc. (Navios). Forward looking statements are statements that are not historical facts. Such forward looking statements, based upon the current beliefs and expectations of Navios’ management, are subject to risks and uncertainties, which could cause actual results to differ from the forward looking statements. The information set forth herein should be read in light of such risks. Navios does not assume any obligation to update the information contained in this press release.

Public & Investor Relations Contact:
Navios Maritime Holding Inc.
Investor Relations
212-279-8820
investors@navios.com

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