A failure to pass inspection by classification societies could result in one or more vessels being unemployable unless and until they pass inspection, resulting in a loss of revenues from such vessels for that period and a corresponding decrease in earnings

The hull and machinery of every commercial vessel must be classed by a classification society authorized by its country of registry. The classification society certifies that a vessel is safe and seaworthy in accordance with the applicable rules and regulations of the country of registry of the vessel and the United Nations Safety of Life at Sea Convention. Navios' owned fleet is currently enrolled with Lloyd's Register of Shipping, the American Bureau of Shipping, Nippon Kaiji Kiokai and Bereau Veritas.

A vessel must undergo Annual Surveys, Intermediate Surveys, and Special Surveys. In lieu of a Special Survey, a vessel's machinery may be on a continuous survey cycle, under which the machinery would be surveyed periodically over a five-year period. Navios' vessels are on Special Survey cycles for hull inspection and continuous survey cycles for machinery inspection. Every vessel is also required to be drydocked every two to three years for inspection of the underwater parts of such vessel.

If any vessel fails any Annual Survey, Intermediate Survey, or Special Survey, the vessel may be unable to trade between ports and, therefore, would be unemployable, potentially causing a negative impact on Navios' revenues due to the loss of revenues from such vessel until it was able to trade again.

Navios is subject to environmental laws that could require significant expenditures both to maintain compliance with such laws and to pay for any uninsured environmental liabilities resulting from a spill or other environmental disaster

The shipping business and vessel operation are materially affected by government regulations in the form of international conventions, national, state, and local laws, and regulations in force in the jurisdictions in which vessels operate, as well as in the country or countries of their registration. Because such conventions, laws, and regulations are often revised, Navios cannot predict the ultimate cost of complying with such conventions, laws, and regulations, or the impact thereof on the resale price or useful life of Navios' vessels. Additional conventions, laws, and regulations may be adopted which could limit Navios' ability to do business or increase the cost of its doing business, which may materially adversely affect its operations, as well as the shipping industry generally. Navios is required by various governmental and quasi-governmental agencies to obtain certain permits, licenses, and certificates with respect to its operations.

The operation of vessels is also affected by the requirements set forth in the International Safety Management, or ISM, Code. The ISM Code requires shipowners and bareboat charterers to develop and maintain an extensive ‘‘Safety Management System’’ that includes the adoption of a safety and environmental protection policy setting forth instructions and procedures for safe vessel operation and describing procedures for dealing with emergencies. The failure of a shipowner or bareboat charterer to comply with the ISM Code may subject such party to increased liability, may decrease available insurance coverage for the affected vessels, and may result in a denial of access to, or detention in, certain ports. Currently, each of the vessels in Navios' owned fleet is ISM Code-certified. However, there can be no assurance that such certification will be maintained indefinitely.

Although the United States is not a party thereto, many countries have ratified and follow the liability scheme adopted by the International Maritime Organization, or IMO, and set out in the International Convention on Civil Liability for Oil Pollution Damage, 1969, as amended, or the CLC, and the Convention for the Establishment of an International Fund for Oil Pollution of 1971, as amended. Under these conventions, a vessel's registered owner is strictly liable for pollution damage caused on the territorial waters of a contracting state by discharge of persistent oil, subject to certain defenses. Many of the countries that have ratified the CLC have increased the liability limits through a 1992 Protocol to the CLC. The liability limits in the countries that have ratified this Protocol are currently approximately $4 million, plus approximately $566 per gross registered ton above 5,000 gross tons, with an approximate maximum of $80.5 million per vessel and an exact amount tied to a unit of account which varies according to a basket of currencies. The right to limit liability is forfeited under the CLC where the spill is caused by the owner's actual fault or privity and, under the 1992 Protocol, where the spill is caused by the owner's intentional or reckless conduct. Vessels trading to contracting states must provide evidence of insurance

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covering the limited liability of the owner. In jurisdictions where the CLC has not been adopted, various legislative schemes or common law govern, and liability is imposed either on the basis of fault or in a manner similar to the CLC.

Navios currently maintains, for each of its owned vessels, pollution liability coverage insurance in the amount of $1.0 billion per incident. If the damages from a catastrophic incident exceed this insurance coverage, it would severely hurt its cash flow and profitability and financial position.

The United States Oil Pollution Act of 1990, or OPA, established an extensive regulatory and liability regime for the protection and cleanup of the environment from oil spills. OPA affects all owners and operators whose vessels trade in the United States, its territories and possessions or whose vessels operate in United States waters, which includes the United States' territorial sea and its 200 nautical mile exclusive economic zone.

Under OPA, vessel owners, operators and bareboat charterers are ‘‘responsible parties’’ and are jointly, severally and strictly liable (unless the spill results solely from the act or omission of a third party, an act of God or an act of war) for all containment and clean-up costs and other damages arising from discharges or threatened discharges of oil from their vessels, including bunkers (fuel).

The European Union has introduced and is considering legislation that will affect the operation of vessels and the liability of owners for oil pollution. It is difficult to predict what legislation, if any, may be promulgated by the European Union or any other country or authority. Any such legislation could require significant expenditures to continue to operate vessels and such expenses could negatively impact cash flows and net income.

Navios is subject to vessel security regulations and will incur costs to comply with recently adopted regulations and may be subject to costs to comply with similar regulations which may be adopted in the future in response to terrorism

Since the terrorist attacks of September 11, 2001, there have been a variety of initiatives intended to enhance vessel security. On November 25, 2002, the Maritime Transportation Security Act of 2002, or MTSA, came into effect. To implement certain portions of the MTSA, in July 2003, the US Coast Guard issued regulations requiring the implementation of certain security requirements aboard vessels operating in waters subject to the jurisdiction of the United States. Similarly, in December 2002, amendments to the International Convention for the Safety of Life at Sea, or SOLAS, created a new chapter of the convention dealing specifically with maritime security. The new chapter went into effect in July 2004, and imposes various detailed security obligations on vessels and port authorities, most of which are contained in the newly created ISPS Code. Among the various requirements are:

	•	on-board installation of automatic information systems, or AIS, to enhance vessel-to-vessel and vessel-to-shore communications;

	•	on-board installation of ship security alert systems;

	•	the development of vessel security plans; and

	•	compliance with flag state security certification requirements.

The US Coast Guard regulations, intended to be aligned with international maritime security standards, exempt non-US vessels from MTSA vessel security measures, provided such vessels have on board, by July 1, 2004, a valid International Ship Security Certificate (ISSC) that attests to the vessel's compliance with SOLAS security requirements and the ISPS Code. Navios will implement the various security measures addressed by the MTSA, SOLAS and the ISPS Code and take measures to ensure that its vessels attain compliance with all applicable security requirements within the prescribed time periods. Although management does not believe these additional requirements will have a material financial impact on Navios' operations, there can be no assurance that there will not be an interruption in operations to bring vessels into compliance with the applicable requirements and any such interruption could cause a decrease in revenues.

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Governments could requisition Navios' vessels during a period of war or emergency, resulting in loss of revenues and earnings from such requisitioned vessels

A government could requisition title or seize Navios' vessels during a war or national emergency. Requisition of title occurs when a government takes a vessel and becomes the owner. A government could also requisition Navios' vessels for hire, which would result in the government's taking control of a vessel and effectively becoming the charterer at a dictated charter rate. Requisition of one or more of Navios' vessels would have a substantial negative effect on Navios as Navios would potentially lose all revenues and earnings from the requisitioned vessels and permanently lose the vessels. Such losses might be partially offset if the requisitioning government compensated Navios for the requisition.

The operation of ocean-going vessels entails the possibility of marine disasters including damage or destruction of the vessel due to accident, the loss of a vessel due to piracy or terrorism, damage or destruction of cargo and similar events that may cause a loss of revenue from affected vessels and damage Navios' business reputation, which may in turn, lead to loss of business

The operation of ocean-going vessels entails certain inherent risks that may adversely affect Navios' business and reputation, including:

	•	damage or destruction of vessel due to marine disaster such as a collision;

	•	the loss of a vessel due to piracy and terrorism;

	•	cargo and property losses or damage as a result of the foregoing or less drastic causes such as human error, mechanical failure and bad weather;

	•	environmental accidents as a result of the foregoing; and

	•	business interruptions and delivery delays caused by mechanical failure, human error, war, terrorism, political action in various countries, labor strikes or adverse weather conditions.

Any of these circumstances or events could substantially increase Navios' costs, as for example, the costs of replacing a vessel or cleaning up a spill or lower its revenues by taking vessels out of operation permanently or for periods of time. The involvement of Navios' vessels in a disaster or delays in delivery or damages or loss of cargo may harm its reputation as a safe and reliable vessel operator and cause it to lose business.

Certain of Navios' directors, officers, and principal stockholders are affiliated with entities engaged in business activities similar to those conducted by Navios which may compete directly with Navios causing such persons to have a conflict of interest

Some of Navios' directors, officers and principal stockholders have an affiliation with entities that have similar business activities to those conducted by Navios. These other affiliations and business activities may give rise to certain conflicts of interest in the course of such individuals' affiliation with Navios. Although Navios does not prevent its directors, officers and principal stockholders from having such affiliations, Navios uses its best efforts to cause such individuals to comply with all applicable laws and regulations in addressing such conflicts of interest. The officers and employee directors of Navios devote their full time and attention to the ongoing operations of Navios and the non-employee directors of Navios devote such time as is necessary and required to satisfy their duties as a director of a public company.

Trading and complementary hedging activities in freight, tonnage and Forward Freight Agreements (FFAs) subject it to trading risks and Navios may suffer trading losses that reduce earnings

Due to dry bulk shipping market volatility, success in this industry requires constant adjustment of the balance between chartering out vessels for long periods of time and trading them on a spot basis. For example, a long-term contract to charter a vessel might lock Navios into a profitable or unprofitable situation depending on the direction of freight rates over the term of the contract. Navios seeks to manage and mitigate that risk through trading and complementary hedging activities in freight, tonnage and forward freight agreements, or FFAs. However, there is no assurance that Navios will be able at all times to successfully protect itself from volatility in the shipping market. Navios may not successfully mitigate its risks, leaving it exposed to unprofitable contracts and may suffer trading losses that reduce earnings.

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Navios is subject to certain credit risks with respect to its counterparties on contracts and failure of such counterparties to meet their obligations could cause it to suffer losses on such contracts decreasing revenues and earnings

Navios charters out its vessels to other parties, who pay Navios a daily rate of hire. Navios also enters into Contracts of Affreightment (COAs) pursuant to which Navios agrees to carry cargoes, typically for industrial customers, who export or import dry bulk cargoes. Additionally, Navios enters into FFAs. Navios also enters into spot market voyage contracts, where Navios is paid a rate per ton to carry a specified cargo from point A to point B. All of these contracts subject Navios to counterparty credit risk. As a result, Navios is subject to credit risks at various levels, including with charterers, cargo interests, or terminal customers. If the counterparties fail to meet their obligations, Navios could suffer losses on such contracts which would decrease revenues and earnings.

Navios is subject to certain operating risks, including vessel breakdown or accident, that could result in a loss of revenue from the affected vessels leading to a reduction in revenues and earnings

Navios' exposure to operating risks of vessel breakdown and accidents mainly arises in the context of its 16 owned vessels. The rest of its core fleet is chartered-in under time charters and, as a result, most operating risks relating to these time chartered vessels reside with their head owners. If Navios pays hire on a chartered-in vessel at a lower rate than the rate of hire it receives from a sub-charterer to whom Navios has chartered out the vessel, a breakdown or loss of the vessel due to an operating risk suffered by the head owner will, in all likelihood, result in Navios' loss of the positive spread between the two rates of hire. Although Navios will have in force a time charterer's interest policy to cover it against the loss of such spread through the sinking or other similar loss of a chartered-in vessel, Navios cannot assure you that it will be covered under all circumstances. In addition, Navios is party to long-term contracts with four commodity houses, ADM, Multigranos, Louis Dreyfus and Gargill that will cover a substantial portion of its silo capacity in the Uruguayan terminal for the next several years, and the loss of or a material change to such contracts could have an adverse effect on Navios' financial condition and results of operations. Breakdowns or accidents involving Navios' vessels and losses relating to chartered vessels which are not covered by their insurance would result in a loss of revenue from the affected vessels leading to a reduction in revenues and earnings.

Although Navios has longstanding relationships with certain Japanese shipowners who provide it access to very competitive contracts, Navios cannot assure you that it will always be able to maintain such relationships or that such contracts will continue to be available in the future

Navios has long-standing relationships with certain Japanese shipowners that give it access to time charters that are currently at very competitive rates and which, in some cases, include options to purchase the vessels at attractive prices relative to the current market. Although Navios has no indication that it may not have such access in the future, Navios cannot assure you that it will have such relationships indefinitely. In addition, there is no assurance that Japanese shipowners will generally make contracts available on the same or substantially similar terms in the future.

Navios may require additional financing for exercise of vessel purchase options which could dilute existing stockholders

In the future, Navios may be required to make substantial cash outlays to exercise options to acquire vessels and it will need additional financing to cover all or a portion of the purchase prices. Navios intends to cover the cost of exercising such options with new debt collateralized by the vessels to be acquired, but there can be no assurance that Navios will generate sufficient cash or that debt financing will be available. Moreover, the covenants in Navios' senior secured credit facility may make it more difficult to obtain such financing by imposing restrictions on what Navios can offer as collateral. Additional financings, if any, through the issuance of securities would dilute existing stockholders.

Navios expects to grow its fleet which could increase expenses and losses

Navios expects to grow its fleet, either through sales and purchases or the increase of the number of chartered vessels. The addition of these vessels to the Navios fleet will impose significant additional

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responsibilities on its management and staff, and may require it to increase the number of its personnel. Navios will also have to increase its customer base to provide continued employment for the new vessels. Navios' growth will depend on:

	•	locating and acquiring suitable vessels;

	•	identifying and consummating acquisitions or joint ventures;

	•	integrating any acquired business successfully with Navios' existing operations;

	•	enhancing its customer base;

	•	managing its expansion; and

	•	obtaining required financing.

Growing any business by acquisition presents numerous risks such as undisclosed liabilities and obligations, difficulty experienced in obtaining additional qualified personnel, and managing relationships with customers and suppliers and integrating newly acquired operations into existing infrastructures. Navios cannot give any assurance that it will be successful in executing its growth plans or that it will not incur significant expenses and losses in connection therewith.

As Navios expands its business, Navios will need to improve its operations and financial systems, staff, and crew; if it cannot improve these systems or recruit suitable employees, it may not effectively control its operations

Navios' initial operating and financial systems may not be adequate as it implements its plan to expand, and its attempts to improve these systems may be ineffective. If Navios is unable to operate its financial and operations systems effectively or to recruit suitable employees as it expands its operations, it may be unable to effectively control and manage the substantially larger operation. Although it is impossible to predict what errors might occur as the result of inadequate controls, it is the case that it is harder to oversee a sizable operation than a small one and, accordingly, more likely that errors will occur as operations grow and that additional management infrastructure and systems will be required to attempt to avoid such errors.  

Vessels may suffer damage and Navios may face unexpected drydocking costs, which could affect its cash flow and financial condition

If Navios' owned vessels suffer damage, they may need to be repaired at Navios' cost at a drydocking facility. The costs of drydock repairs are unpredictable and can be substantial. Navios may have to pay drydocking costs that insurance does not cover. The loss of earnings while these vessels are being repaired and repositioned, as well as the actual cost of these repairs, could decrease its revenues and earnings substantially, particularly if a number of vessels are damaged or drydocked at the same time.

The shipping industry has inherent operational risks that may not be adequately covered by Navios' insurance

Navios has insurance for its fleet against risks commonly insured against by vessel owners and operators, including hull and machinery insurance, war risks insurance and protection and indemnity insurance (which include environmental damage and pollution insurance). Navios can give no assurance that it will be adequately insured against all risks or that its insurers will pay a particular claim. Even if its insurance coverage is adequate to cover its losses, Navios may not be able to timely obtain a replacement vessel in the event of a loss. Furthermore, in the future, Navios may not be able to obtain adequate insurance coverage at reasonable rates for its fleet. Navios may also be subject to calls, or premiums, in amounts based not only on its own claim records but also the claim records of all other members of the protection and indemnity associations through which Navios receives indemnity insurance coverage for tort liability. Navios' insurance policies also contain deductibles, limitations and exclusions which, although management believes are standard in the shipping industry, may nevertheless increase its costs.

Navios' loan agreement contains restrictive covenants that may limit its liquidity and corporate activities

Navios' loan agreements impose on Navios certain operating and financial restrictions. These restrictions may limit Navios' ability to:

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	•	incur additional indebtedness;

	•	create liens on its assets;

	•	make investments;

	•	engage in mergers or acquisitions;

	•	pay dividends;

	•	make capital expenditures;

	•	change the management of its vessels or terminate or materially amend the management agreements Navios has relating to each vessel; and

	•	sell any of Navios' vessels.

Therefore, Navios will need to seek permission from its lender in order to engage in some corporate actions. Navios' lender's interests may be different from those of Navios, and Navios cannot guarantee that it will be able to obtain its lender's permission when needed. This may prevent Navios from taking actions that are in its best interest.

Navios' loan agreement imposes certain conditions on the payment of dividends

Navios is party to a senior secured credit facility with an institutional lender, HSH Nordbank AG for the purpose of financing the Navios acquisition by ISE, the acquisition of four panamax vessels and of the acquisition of vessels through the exercise of purchase options. The terms of the new credit facility contain a number of financial covenants and general covenants that require Navios, among other things, to maintain a certain solvency ratio and minimum equity amounts. Navios may not be permitted to pay dividends under the new credit facility in excess of certain amounts or if it is in default of any of these loan covenants.

Because Navios generates all of its revenues in US dollars but incurs a portion of its expenses in other currencies, exchange rate fluctuations could cause it to suffer exchange rate losses thereby increasing expenses and reducing income

Navios engages in worldwide commerce with a variety of entities. Although, its operations may expose it to certain levels of foreign currency risk, its transactions are predominantly US dollar denominated. Additionally, Navios' wholly-owned Uruguayan subsidiary transacts a nominal amount of its operations in Uruguayan pesos, whereas Navios' wholly-owned vessel subsidiaries and the vessel management subsidiary transact a nominal amount of their operations in Euros; however, all of the subsidiaries' primary cash flows are US dollar denominated. In 2005 approximately 6% of Navios' expenses were incurred in currencies other than US dollars. Transactions in currencies other than the functional currency are translated at the exchange rate in effect at the date of each transaction. Expenses incurred in foreign currencies against which the US dollar falls in value can increase, decreasing Navios' income. For example, in the year ended 2005, the value of the US dollar declined by approximately 13% as compared to the Euro. Navios, as part of its overall risk management policy, attempts to hedge these risks of exchange rate fluctuations. Navios may not always be successful in such hedging activities and, as a result, its operating results could suffer as a result of un-hedged losses incurred as a result of exchange rate fluctuations.

Navios' operations expose it to global political risks, such as wars and political instability, that may interfere with the operation of its vessels causing a decrease in revenues from such vessels

Navios is an international company and primarily conducts its operations outside the United States. Changing economic, political and governmental conditions in the countries where Navios is engaged in business or where its vessels are registered will affect it. In the past, political conflicts, particularly in the Persian Gulf, resulted in attacks on vessels, mining of waterways and other efforts to disrupt shipping in the area. For example, in October 2002, the vessel Limburg was attacked by terrorists in Yemen. Acts of terrorism and piracy have also affected vessels trading in regions such as the South China Sea. Following

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the terrorist attack in New York City on September 11, 2001, and the military response of the United States, the likelihood of future acts of terrorism may increase, and Navios' vessels may face higher risks of being attacked in the Middle East region and interruption of operations causing a decrease in revenues and earnings. In addition, future hostilities or other political instability in regions where Navios' vessels trade could affect its trade patterns and adversely affect its operations by causing delays in shipping on certain routes or making shipping impossible on such routes and thereby causing a decrease in revenues and earnings.

Navios is incorporated in the Republic of the Marshall Islands, which does not have a well-developed body of corporate law

Navios' corporate affairs are governed by its amended and restated articles of incorporation and by-laws and by the Marshall Islands Business Corporations Act, or BCA. The provisions of the BCA resemble provisions of the corporation laws of a number of states in the United States. However, there have been few judicial cases in the Republic of the Marshall Islands interpreting the BCA. The rights and fiduciary responsibilities of directors under the law of the Republic of the Marshall Islands are not as clearly established as the rights and fiduciary responsibilities of directors under statutes or judicial precedent in existence in certain United States jurisdictions. Shareholder rights may differ as well. Please see the section entitled ‘‘Marshall Islands Company Considerations’’ beginning on page 95 for a brief discussion of the material differences in shareholder protections under Marshall Island law as compared to Delaware law. While the BCA does specifically incorporate the non-statutory law, or judicial case law, of the State of Delaware and other states with substantially similar legislative provisions, our public stockholders may have more difficulty in protecting their interests in the face of actions by the management, directors or controlling shareholders than would shareholders of a corporation incorporated in the State of Delaware.

Navios, and certain of its officers and directors, may be difficult to serve with process as Navios is incorporated in the Republic of the Marshall Islands and such persons may reside outside of the US

Navios is a corporation organized under the laws of the Republic of the Marshall Islands. Several of our directors and officers are residents of Greece or other non-US jurisdictions. Substantial portions of the assets of these persons and of Navios are located in the Republic of the Marshall Islands, Greece or other non-US jurisdictions. Thus, it may not be possible for investors to affect service of process upon Navios, or its non-US directors or officers or to enforce any judgment obtained against these persons in US courts. Also, it may not be possible to enforce US securities laws or judgments obtained in US courts against these persons in a non-US jurisdiction.

Being a foreign private issuer exempts us from certain Securities and Exchange Commission requirements.

We are a foreign private issuer within the meaning of rules promulgated under the Securities Exchange Act of 1934 (the ‘‘Exchange Act’’). As such, we are exempt from certain provisions applicable to United States public companies including:

	•	the rules under the Exchange Act requiring the filing with the Commission of quarterly reports on Form 10-Q or current reports on Form 8-K;

	•	the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act;

	•	the provisions of Regulation FD aimed at preventing issuers from making selective disclosures of material information; and

	•	the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and establishing insider liability for profits realized from any ‘‘short-swing’’ trading transaction (i.e., a purchase and sale, or sale and purchase, of the issuer's equity securities within less than six months).

Because of these exemptions, investors are not afforded the same protections or information generally available to investors holding shares in public companies organized in the United States.

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FORWARD LOOKING STATEMENTS

Navios Maritime Holdings Inc., or the Company, desires to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and is including this cautionary statement in connection with this safe harbor legislation. This document and any other written or oral statements made by us or on our behalf may include forward-looking statements, which reflect our current views with respect to future events and financial performance. The words ‘‘believe’’, ‘‘expect’’, ‘‘anticipate’’, ‘‘intends’’, ‘‘estimate’’, ‘‘forecast’’, ‘‘project’’, ‘‘plan’’, ‘‘potential’’, ‘‘will’’, ‘‘may’’, ‘‘should’’, ‘‘expect’’ and similar expressions identify forward-looking statements.

Please note in this annual report, ‘‘we’’, ‘‘us’’, ‘‘our’’, ‘‘the Company’’, all refer to Navios Maritime Holdings Inc. and its subsidiaries.

The forward-looking statements in this document are based upon various assumptions, many of which are based, in turn, upon further assumptions, including without limitation, management's examination of historical operating trends, data contained in our records and other data available from third parties. Although we believe that these assumptions were reasonable when made, because these assumptions are inherently subject to significant uncertainties and contingencies which are difficult or impossible to predict and are beyond our control, we cannot assure you that we will achieve or accomplish these expectations, beliefs or projections.

In addition to these important factors and matters discussed elsewhere herein, important factors that, in our view, could cause actual results to differ materially from those discussed in the forward-looking statements include the strength of world economies, fluctuations in currencies and interest rates, general market conditions, including fluctuations in charter hire rates and vessel values, changes in demand in the dry-bulk shipping industry, changes in the Company's operating expenses, including bunker prices, drydocking and insurance costs, changes in governmental rules and regulations or actions taken by regulatory authorities, potential liability from pending or future litigation, general domestic and international political conditions, potential disruption of shipping routes due to accidents or political events, and other important factors described from time to time in the reports filed by the Company with the Securities and Exchange Commission.

SHARE DATA

Currently, the principal trading market for our securities, which includes our common stock, warrants and units, is the Nasdaq Global Market under the symbols BULK, BULKW and BULKU, respectively.

The following table sets forth, for the periods indicated, the reported high and low quoted closing prices of our common stock, warrants and units on the Nasdaq Global Market.

On August 25, 2006, the closing price of our common stock, warrants and units was $4.95, $0.53 and $5.86, respectively. The quotations listed below reflect inter-dealer prices, without retail markup, markdown or commission, and may not necessarily represent actual transactions:

			Common Stock																		Warrants																		Units
Quarter Ended			High						Low						Average Daily Trading Volume						High						Low						Average Daily Trading Volume						High						Low						Average Daily Trading Volume
December 31, 2004				$	—					$	—						—						—						—						—					$	6.90					$	6.00						391,166
March 31, 2005				$	7.04					$	5.25						175,441					$	1.96					$	0.86						478,750					$	10.75					$	6.50						118,375
June 30, 2005				$	6.15					$	5.46						116,303					$	1.74					$	0.67						167,063					$	9.60					$	6.55						145,760
September 30, 2005				$	6.07					$	5.66						71,806					$	1.35					$	0.84						142,815					$	8.73					$	7.25						67,140
December 31, 2005				$	4.83					$	4.51						56,700					$	1.25					$	0.58						69,453					$	5.96					$	5.57						109,900
March 31, 2006				$	5.12					$	4.34						97,772					$	0.63					$	0.42						96,333					$	6.90					$	5.26						51,159
June 30, 2006				$	4.99					$	3.88						33,344					$	0.58					$	0.30						62,604					$	6.06					$	4.35						29,790

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SELLING SHAREHOLDERS

This prospectus relates to the disposition from time to time of up to 10,020,993 shares of our common stock held by the selling shareholders named herein.

Pursuant to Warrant Exercise Agreements entered into with each of the selling shareholders, dated June 6, 2006, we issued to the selling shareholders an aggregate of 9,312,000 shares of our common stock upon exercise of our then outstanding publicly traded warrants that were held by the selling shareholders. In connection with such exercise, we also entered into a Registration Rights Agreement whereby we agreed to register the resale of the shares of our common stock that were issued upon exercise of the warrants. In addition, 708,993 shares of our common stock were issued to advisers in connection with the warrant exercise transaction described above. We are filing a registration statement, of which this prospectus constitutes a part, in order to permit the selling shareholders and their permitted transferees and assigns to resell to the public the shares of our common stock.

The following table, to our knowledge, sets forth information regarding the beneficial ownership of our common stock by the selling shareholders as of August 24, 2006, based on 62,088,127 outstanding shares of our common stock as of such date. For purposes of the following description, the term ‘‘selling shareholder’’ includes pledgees, donees, permitted transferees or other permitted successors-in-interest selling shares received after the date of this prospectus from the selling shareholders. The information is based in part on information provided by or on behalf of the selling shareholders. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission, and includes voting or investment power with respect to shares, as well as any shares as to which the selling shareholder has the right to acquire beneficial ownership within sixty (60) days after August 24, 2006 through the exercise or conversion of any stock options, warrants, convertible debt or otherwise. Unless otherwise indicated below, the selling shareholder has sole voting and investment power with respect to its shares of common stock. The inclusion of any shares in this tabledoes not constitute an admission of beneficial ownership for the selling shareholders. We will not receive any of the proceeds from the sale of our common stock by the selling shareholders.

Name of Selling Stockholder			Number of Shares Owned Prior to Offering						Ownership Percentage Prior to Offering (1)			Number of Shares Being Offered (2)						Number of Shares Owned After Offering (3)			Ownership Percentage After Offering (3)
State Street Research & Management Company on behalf of Raytheon Master Pension Trust					320,000				*					320,000				0			0%
State Street Research & Management Company on behalf of Edison Resources Ltd			120,000						*					120,000				0			0
State Street Research & Management Company on behalf of SSR Energy and Natural Resources Hedge fund LLC			480,000						*					480,000				0			0
State Street Research & Management Company on behalf of Raytheon Combined DB/DC Master Trust			80,000						*					80,000				0			0
JMG Triton Offshore Fund, Ltd			440,000						*					440,000				0			0
JMG Capital Partners, LP			440,000						*					440,000				0			0
North Sound Legacy International Ltd			6,200,400						9.9					3,888,000				2,818,400			3.7
North Sound Legacy Institutional Fund LLC			2,413,600						3.9					1,512,000				901,000			1.5

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Name of Selling Stockholder			Number of Shares Owned Prior to Offering						Ownership Percentage Prior to Offering (1)			Number of Shares Being Offered (2)						Number of Shares Owned After Offering (3)			Ownership Percentage After Offering (3)
Alfa General Insurance Corporation			300,000(4)						*					100,000				200,000			*
Alfa Life Insurance Corporation			600,000						*					400,000				200,000			*
Alfa Mutual Fire Insurance Corporation			1,900,000(5)						3.0					600,000				1,300,000			2.1
Pequot Scout Fund, L.P.			220,504						*					220,504				0			0
Pequot Navigator Offshore Fund, Inc.			189,446						*					189,446				0			0
Pequot Diversified Master Fund, Ltd.			4,943						*					4,943				0			0
Premium Series PCC Limited — Cell 33			17,107						*					17,107				0			0
Mellon Bank NA custodian for PERSI-Zesiger Capital			750,000						1.2					500,000				250,000			*
Sheldon Goldman			230,937						*					220,937				10,000			*
Marcia Kucher			3,000						*					3,000				0			0
Jay Rodin			202,292						*					202,292				0			0
Nathan Low			232,764						*					282,764				0			0

*	less than one percent

(1) This percentage is calculated using as the numerator, the number of shares of common stock included in the prior column, and as the denominator, 62,088,127 shares of common stock that were issued and outstanding as of August 24, 2006.

(2) The number of shares in this column represents all of the shares that each shareholder may dispose of under this prospectus.

(3) We do not know when or in what amounts the selling shareholders may offer for sale the shares of common stock pursuant to this offering. The selling shareholders may choose not to sell any of the shares offered by this prospectus. Because the selling shareholders may offer all or some of the shares of common stock pursuant to this offering, and because there are currently no agreements, arrangements or undertakings with respect to the sale of any of the shares of common stock, we cannot estimate the number of shares of common stock that the selling shareholders will hold after completion of the offering. For purposes of this table, we have assumed that the selling shareholders will have sold all of the shares covered by this prospectus upon the completion of the offering. This percentage is calculated using as the numerator, the number of shares of common stock included in the prior column, and as the denominator, 62,088,127 shares of common stock that were issued and outstanding as of August 24, 2006.

(4) Includes 50,000 units, with each unit consisting of one share of common stock and warrants to purchase two shares of common stock.

(5) Includes 300,000 units, with each unit consisting of one share of common stock and warrants to purchase five shares of common stock.

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CAPITALIZATION AND INDEBTEDNESS

			June 30, 2006
			(amounts in thousands of US Dollars)
Debt:
Current portion of long-term debt				$	61,319
Total long-term debt, net of current portion					499,389
Total debt					560,708
Stockholders’ equity:
Preferred stock, $0.0001 par value, authorized 1,000,000 shares. None issued.					—
Common stock, $0.0001 par value, authorized 120,000,000 shares. 61,379, 134 issued and outstanding					6
Additional paid-in capital					272,995
Shares to be issued					3,184
Accumulated other comprehensive income					(7,891	)
Retained earnings					4,955
Total Stockholders’ equity					273,249
Total capitalization				$	833,957

USE OF PROCEEDS

We will not receive any proceeds from the sale of any of the shares of common stock sold by the selling shareholders.

PLAN OF DISTRIBUTION

We have registered the shares on behalf of the selling shareholders. For the purposes herein, the term ‘‘selling shareholder’’ includes donees, pledgees, transferees or other successors-in-interest selling shares of common stock received after the date of this prospectus from a selling shareholder as a gift, pledge, corporate dividend, partnership or limited liability company distribution or other transfer. We are bearing all costs relating to the registration of the shares, other than fees and expenses, if any, of counsel or other advisors to the selling shareholders. Any commissions, discounts, or other fees payable to broker-dealers in connection with any sale of the shares will be borne by the selling shareholders. The selling shareholders may offer their shares at various times in one or more of the following transactions, or in other kinds of transactions:

	•	transactions on the Nasdaq Global Market;

	•	in private transactions other than through the Nasdaq Global Market;

	•	by pledge to secure debts and other obligations;

	•	in connection with the writing of non-traded and exchange-traded call options, in hedge transactions and in settlement of other transactions;

	•	in standardized or over-the-counter options; or

	•	in a combination of any of the above transactions.

The selling shareholders also may resell all or a portion of the shares in open market transactions in reliance on Rule 144 under the Securities Act, if they meet the criteria and conform to the requirements of that rule.

The selling shareholders may sell their shares at quoted market prices, at prices based on quoted market prices, at negotiated prices or at fixed prices. The selling shareholders may use broker-dealers to sell their shares. If this happens, broker-dealers may either receive discounts or commissions from the selling shareholders, or they may receive commissions from purchasers of shares for whom they acted as agents.

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The selling shareholders and any broker-dealers or agents that participate with the selling shareholders in the sale of shares may be ‘‘underwriters’’ within the meaning of the Securities Act. Any commissions received by broker-dealers or agents on the sales and any profit on the resale of shares purchased by broker-dealers or agents may be deemed to be underwriting commissions or discounts under the Securities Act.

Under the rules and regulations of the SEC, any person engaged in the distribution or the resale of our shares may not simultaneously buy, bid for or attempt to induce any other person to buy or bid for our common stock in the open market for a period of two business days prior to the commencement of the distribution. The rules and regulations under the Securities Exchange Act of 1934 may limit the timing of purchases and sales of shares of our common stock by the selling shareholders.

ENFORCEABILITY OF CIVIL LIABILITIES AND
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

We are incorporated under the laws of the Republic of the Marshall Islands. A majority of the directors, officers and the experts named in the prospectus reside outside the United States. In addition, a substantial portion of the assets and the assets of the directors, officers and experts are located outside the United States. As a result, you may have difficulty serving legal process within the United States upon Navios or any of these persons. You may also have difficulty enforcing, both in and outside the United States, judgments you may obtain in United States courts against Navios or these persons in any action, including actions based upon the civil liability provisions of United States federal or state securities laws. Furthermore, there is substantial doubt that the courts of the Marshall Islands would enter judgments in original actions brought in those courts predicated on United States federal or state securities laws.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.

We have obtained directors' and officers' liability insurance against any liability asserted against such person incurred in the capacity of director or officer or arising out of such status, whether or not we would have the power to indemnify such person.

DESCRIPTION OF CAPITAL STOCK

Authorized and Outstanding Capital Stock.

Under our articles of incorporation, our authorized capital stock consists of 120,000,000 shares of common stock, par value $0.0001 per share, of which 62,088,127 were issued and outstanding, and 1,000,000 shares of preferred stock, par value $0.0001 per share, of which no shares were issued and outstanding.

Common Stock.

Navios currently has 62,088,127 shares outstanding and 49,571,720 warrants outstanding. Each outstanding share of common stock entitles the holder to one vote on all matters submitted to a vote of stockholders. Subject to preferences that may be applicable to any outstanding shares of preferred stock, holders of shares of common stock are entitled to receive ratably all dividends, if any, declared by the board of directors out of funds legally available for dividends. Holders of stock do not have conversion, redemption or preemptive rights to subscribe to any or our securities. All outstanding shares of common stock are fully paid and non-assessable. The rights, preferences and privileges of holders of common stock are subject to the rights of the holders of any shares of preferred stock which we may issue in the future.

Our common stock is listed on the NASDAQ Global Market under the symbol ‘‘BULK’’.

Units

Each unit is publicly traded and consists of one share of common stock and two warrants, which warrants started trading separately as of the opening of trading on January 5, 2005. Each warrant entitles the holder to purchase one share of common stock at an exercise price of $5.00 per share.

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Preferred Stock

Navios' certificate of incorporation authorizes the issuance of 1,000,000 shares of blank check preferred stock with such designation, rights and preferences as may be determined from time to time by Navios' board of directors. Accordingly, Navios' board of directors is empowered, without stockholder approval, to issue preferred stock with dividend, liquidation, conversion, voting or other rights which could adversely affect the voting power or other rights of the holders of common stock, although the underwriting agreement prohibits Navios, prior to a business combination, from issuing preferred stock which participates in any manner in the proceeds of the trust fund, or which votes as a class with the common stock on a business combination. Navios may issue some or all of the preferred stock to effect a business combination. In addition, the preferred stock could be utilized as a method of discouraging, delaying or preventing a change in control of Navios. Although Navios does not currently intend to issue any shares of preferred stock, Navios cannot assure you that it will not do so in the future.

Warrants

Navios currently has warrants outstanding to purchase 49,571,720 shares of Navios common stock. Each warrant entitles the registered holder to purchase one share of Navios' common stock at a price of $5.00 per share, subject to adjustment as discussed below, at any time commencing on December 10, 2005.

The warrants will expire on December 9, 2008, at 5:00 p.m., New York City time. Navios may call the warrants for redemption, with Sunrise Securities Corp.'s prior consent, in whole and not in part, at a price of $.01 per warrant at any time after the warrants become exercisable, upon not less than 30 days' prior written notice of redemption to each warrant holder, if, and only if, the last reported sale price of the common stock equals or exceeds $8.50 per share, for any 20 trading days within a 30 trading day period ending on the third business day prior to the notice of redemption to warrant holders and the weekly trading volume of Navios' common stock has been at least 800,000 shares for each of the two calendar weeks prior to the notice of redemption.

The warrants are issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and Navios.

The exercise price and number of shares of common stock issuable on exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or Navios' recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuances of common stock at a price below their respective exercise prices.

The warrants may be exercised upon surrender of the warrant certificate on or prior to the expiration date at the offices of the warrant agent, with the exercise form on the reverse side of the warrant certificate completed and executed as indicated, accompanied by full payment of the exercise price, by certified check payable to Navios, for the number of warrants being exercised. The warrant holders do not have the rights or privileges of holders of common stock or any voting rights until they exercise their warrants and receive shares of common stock. After the issuance of shares of common stock upon exercise of the warrants, each holder will be entitled to one vote for each share held of record on all matters to be voted on by stockholders.

No fractional shares will be issued upon exercise of the warrants. If, upon exercise of the warrants, a holder would be entitled to receive a fractional interest in a share, Navios will, upon exercise, round up to the nearest whole number the number of shares of common stock to be issued to the warrant holder.

Transfer Agent and Warrant Agent

The transfer agent for Navios' securities and warrant agent for Navios' warrants is Continental Stock Transfer & Trust Company, 17 Battery Place, New York, New York 10004.

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ACQUISITION AND MERGER PRO FORMA FINANCIAL INFORMATION

The following unaudited pro forma financial statements give effect to the acquisition of Navios by International Shipping Enterprises Inc. (‘‘ISE’’) through the purchase of all of the outstanding common stock of Navios for an initial cash consideration of $594.4 million less the final adjustment of $0.6 million plus $14.2 million in allocable transaction costs. Approximately $412.0 million of the purchase price was obtained from a $514.4 million senior secured credit facility, entered into on July 12, 2005 and funded on August 25, 2005, with HSH Nordbank AG. Simultaneously with the acquisition of Navios, ISE effected a reincorporation from the State of Delaware to the Republic of the Marshall Islands through a downstream merger with and into its newly acquired-wholly-owned subsidiary, whose name was and will continue to be Navios Maritime Holdings, Inc. The acquisition has been accounted for as a purchase.

The following unaudited pro forma consolidated statement of operations combine the historical predecessor statements of operations of Navios for the period from January 1, 2005 to August 25, 2005 and Navios successor for the period from August 26, 2005 to December 31, 2005, and ISE for the period from January 1, 2005 to August 25, 2005 giving effect to the acquisition of Navios by ISE, pursuant to the Stock Purchase Agreement dated February 28, 2005, as amended, and the downstream merger (the ‘‘Transaction’’) as if it had occurred on January 1, 2005.

This unaudited pro forma condensed consolidated statement of operations should be read in conjunction with the historical predecessor and successor financial statements of Navios (incorporated herein by reference to this prospectus) and the historical financial statements of ISE (included in the F-pages of this prospectus) and the related notes thereto. The unaudited pro forma information is not necessarily indicative of the financial position or results of operations that may have actually occurred had the acquisition of Navios by ISE taken place on the dates noted.

			Successor August 26, 2005 To December 31, 2005						Predecessor January 1, 2005 To August 25, 2005						NAVIOS(a) Combined						ISE(b)						Pro Forma Adjustments						Pro Forma Combined
Revenue				$	76,376					$	158,630					$	235,006						—						—					$	235,006
Gain (loss) on forward freight agreements					(2,766	)					2,869						103						—						—						103
Expenses:
Time charter, voyage and port terminal expense					(39,530	)					(91,806	)					(131,336	)					—						—						(131,336	)
Direct vessel expense					(3,137	)					(5,650	)					(8,787	)					—						—						(8,787	)
General and administrative					(4,582	)					(9,964	)					(14,546	)				$	(233	)				$	(63	)(c)					(14,842	)
Depreciation and amortization					(13,582	)					(3,872	)					(17,454	)					(2	)					(13,573	)(d)					(31,029	)
Interest income					1,163						1,350						2,513						2,864						(2,864	)(e)					2,513
Interest expense					(11,892	)					(1,677	)					(13,569	)					—						(14,626	)(f)					(28,195	)
Other income					52						1,426						1,478						—						—						1,478
Other expense					(226	)					(757	)					(983	)					(179	)											(1,162	)
Income before equity in net earnings of affiliates					1,876						50,549						52,425						2,450						(31,126	)					23,749
Equity in net earnings of affiliated companies					285						788						1,073						—						—						1,073
Income before income taxes					2,161						51,337						53,498						2,450						(31,126	)					24,822
Provision for income taxes					—						—						—						(859	)					859	(g)					—
Net Income				$	2,161					$	51,337					$	53,498					$	1,591					$	(30,267	)				$	24,822
Weighted average number of shares outstanding:
Basic					40,189,356						874,584												39,900,000	(h)											40,001,473
Diluted					45,238,554						874,584												39,900,000	(h)											41,852,699
Net income per share:
Basic				$	0.05					$	58.7											$	0.04											$	0.62
Diluted				$	0.05					$	58.7											$	0.04											$	0.59

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(a)

This column combines the results of operations of Navios as predecessor for the period January 1, 2005 through August 25, 2005 with the results of operations of Navios as successor for the period August 26, 2005 through December 31, 2005. See the section labeled, ‘‘For the combined year ended December 31, 2005 compared to the year ended December 31, 2004’’ under ‘‘Operating and Financial Review and Prospects’’ included in Navios' 2005 annual report filed on Form 20-F with the Securities Exchange Commission.

(b)	For the period from January 1, 2005 through August 25, 2005 (acquisition date).

(c)	To record increase in base salaries to certain key employees of Navios under employment agreements entered into in connection with the acquisition and to retain the services of such employees.

(d)	To record additional depreciation and amortization of fixed assets and intangibles based on the step up to fair value as detailed below:

Calculation of Allocable Purchase Price:
Initial cash consideration				$	594,370
Final price adjustment					(606	)
Allocable transaction costs					14,203
Total allocable purchase price				$	607,967
Allocation of purchase price:
Navios net assets acquired (at book value)				$	226,128
Write off of Navios pre-merger goodwill					(226	)
Fair value adjustments to assets acquired:
Write up of vessels to fair value					81,789
Write down of port terminal assets					(15	)
Allocation of purchase price to intangibles:
Port terminal operation rights					31,000
Trade name					88,053
Favorable lease terms					139,680
Backlog asset					14,830
Backlog liability					(12,700	)
Restructuring reserve					(1,361	)
Fair value of assets acquired					567,178
Goodwill					40,789
Total allocable purchase price				$	607,967

Vessels were written up to their fair market value. The port fixed assets were valued based on replacement cost less accumulated depreciation. Fair value of the intangible assets identified (Port operating rights, Tradename, Leases and Backlog assets and liabilities) were determined using generally accepted valuation methodologies. The Port operating rights were valued using a form of the income approach known as the Build-Out method. The Tradename was valued using a form of the Income Approach known as the Relief from Royalties method. The Favorable Leases were valued using a method of the Market Approach wherein the Company's actual lease costs are compared to market-based lease costs. The Purchase Options were valued though a comparison of their exercise prices to expected vessel values. Backlog Assets and liabilities were valued using a method of the Income Approach known as excess earnings method. The assembled workforce was valued at $360 using the Cost Approach known as replacement cost method and is included in Goodwill.

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Asset			Estimated Useful Life
Vessels			20-23 years
Port (included in other fixed assets)			4-40 years
Port operating rights			40 years
Tradename			32 years
Favorable lease terms			0.2-9.7 years
Backlog assets			2.8-3.6 years
Backlog liability			2.1 years

Pro forma depreciation and amortization has been provided on a straight line basis over the remaining lives of the assets as set forth in the following table (expressed in thousands of US dollars):

Asset Class			August 25, 2005 Fair Value						Pro Forma depreciation and amortization January 1, 2005 to August 25, 2005
Vessels				$	195,118					$	5,568
Port terminal assets					26,699						546
Port operating rights					31,000						503
Trade name					90,000						1,826
Favorable lease terms*					139,680						9,663
Backlog assets					14,830						3,180
Backlog liabilities					(12,700	)					(3,991	)
Other assets					1,798						150
										$	17,445
Less historical Navios predecessor depreciation and amortization for the period 1/1/2005 to 8/25/2005											(3,872	)
Pro forma adjustment for depreciation and amortization for the period 1/1/05 to 8/25/05										$	13,573

*

The intangible asset associated with the favorable lease terms includes an amount of $20,670 related to purchase options for the vessels at the end of the lease term. This amount is not amortized and should the purchase options be exercised, any unamortized portion of this asset will be capitalized as part of the cost of the vessel and will be depreciated over the remaining useful life of the vessel.

(e)	To reverse interest income earned on ISE's available cash on the basis that if the acquisition had occurred on January 1, 2005 such cash would have been utilized to fund the acquisition and, therefore, no interest would have been earned.

(f)

To reverse interest expense and amortization of deferred financing costs on bank loans of Navios that were repaid on August 18, 2005 (the Predecessor Company) and record pro forma interest expense for the period January 1, 2005 to August 25, 2005. Based on Navios' cash forecast, the combination of operating cash flow and Navios' then existing cash balances would have been sufficient to fund Navios' capital expenditure and working capital requirements for the twelve months beginning September 1, 2005. As a result, interest expense for the pro forma period from January 1, 2005 until August 25, 2005 is based on the $412 million borrowed by ISE for the purpose of affecting the acquisition. The $412 million of acquisition debt was assumed to be outstanding throughout the period. Interest expense for the pro forma period was calculated using the 5.70% Libor based floating interest rate in effect at the August 25, 2005 acquisition date plus amortization of deferred debt service costs for the period. A change in the LIBOR rate of 1/8 percent would change interest expense for 2005 by $0.5 million.

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The components of this adjustment to interest expense are as follows:

Issuance of $412 million principal amount of credit facility
Interest expense				$	15,258
Amortization of deferred financing costs					1,045
					16,303
Repayment of $49.8 million principal amount of historical credit facility
Interest expense					(1,252	)
Amortization of deferred financing costs					(425	)
					(1,677	)
				$	14,626

(g)

Navios as predecessor and successor is incorporated under the laws of the Marshall Islands. Accordingly, it will be taxed as a foreign corporation by the United States. Navios does not expect to be liable for income taxes for any of the historical periods presented in this prospectus. Based on Navios' present plans, it does not expect to be liable for income taxes in the future. Since Navios successor does not expect to be liable for income taxes, the pro forma adjustments to the unaudited pro forma consolidated statements of operations have not been tax affected. See Navios' 2005 annual report filed on Form 20-F with the Securities Exchange Commission.

(h)	Pro forma net income per share was calculated by dividing pro forma net income by the weighted average number of shares outstanding as follows:

			Year Ended December 31, 2005
Pro forma weighted average number of shares assumed to be outstanding during 2005*				$	40,001,473
Incremental shares on exercise of warrants **					1,851,226
Pro forma weighted average shares – diluted				$	41,852,699

*	Pro forma weighted average number of shares has been computed on the following information:

Pro forma outstanding shares for the period from 1/1/2005 until 8/25/2005					39,900,000
Actual shares outstanding
8/26/2005 – 12/21/2005					39,900,000
12/22/2005 – 12/26/2005					42,968,205
12/27/2005 – 12/31/2005					44,239,319

**	Assuming exercise price of $5.00 per share, 65,550,000 warrants outstanding and average price for 2005 of $5.15.

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EXPENSES

The following are the estimated expenses of the issuance and distribution of the securities being registered under the registration statement of which this prospectus forms a part, all of which will be paid by us.

SEC registration fee				$	5,040
Printing and engraving expenses				$	2,000	*
Legal fees and expenses				$	15,000	*
Accounting fees and expenses				$	15,000	*
Miscellaneous				$	2,960
Total				$	40,000

*Estimated

LEGAL MATTERS

The validity of the securities offered by this prospectus being offered in connection with this offering relating to Marshall Islands law will be passed upon for us by Reeder & Simpson P.C.

EXPERTS

The consolidated financial statements of Navios Maritime Holdings Inc. incorporated in this prospectus by reference from our Annual Report on Form 20-F for the fiscal year ended December 31, 2005, have been so incorporated in reliance on the reports of PricewaterhouseCoopers S.A., an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

The financial statements of International Shipping Enterprises, Inc. (a corporation in the development stage) as of December 31, 2004 and for the period from September 17, 2004 to December 31, 2004 included in this prospectus have been so included in reliance on the report of Goldstein Golub Kessler LLP, an independent registered public accounting firm, given on the authority of said firms as experts in accounting and auditing.

INCORPORATION OF DOCUMENTS BY REFERENCE

The SEC allows us to ‘‘incorporate by reference’’ the information we file with it, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus and information we file later with the SEC will automatically update and supersede this information. The documents we are incorporating by reference as of their respective dates of filing are:

	•	Annual Report on Form 20-F for the fiscal year ended December 31, 2005, filed on June 22, 2006;

	•	Current Report on Form 6-K filed on August 21, 2006; and

	•	The description of our common stock contained in our Form 8-A filed on November 24, 2004.

	•	All subsequent reports on Form 20-F shall be deemed to be incorporated by reference into this prospectus and deemed to be a part hereof after the date of this prospectus but before the termination of the offering by this prospectus.

	•	Our reports on Form 6-K furnished to the SEC after the date of this prospectus only to the extent that the forms expressly state that we incorporate them by reference in this prospectus.

Any statement contained in a document incorporated by reference herein shall be deemed to be modified or superseded for all purposes to the extent that a statement contained in this prospectus, or in any other subsequently filed document which is also incorporated or deemed to be incorporated by reference, modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus.

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You may request, orally or in writing, a copy of these documents, which will be provided to you at no cost, by contacting:

Vasiliki (Villy) Papaefthymiou
Secretary
Navios Maritime Holdings Inc.
85 Akti Miaouli Street
Piraeus, Greece 185 38
Telephone: (011) +30-210-4595000

WHERE YOU CAN FIND ADDITIONAL INFORMATION

Government Filings

As required by the securities Act of 1933, we filed a registration statement on Form F-3 relating to the securities offered by this prospectus with the Commission. This prospectus is a part of that registration statement, which includes additional information. You should refer to the registration statement and its exhibits for additional information. Whenever we make reference in this prospectus to any of our contracts, agreements or other documents, the references are not necessarily complete and you should refer to the exhibits attached to the registration statement for copies of the actual contract, agreements or other document.

We are subject to the informational requirements of the Securities Exchange Act, applicable to foreign private issuers. We, as a ‘‘foreign private issuer’’, are exempt from the rules under the Securities Exchange Act prescribing certain disclosure and procedural requirements for proxy solicitations, and our officers, directors and principal shareholders are exempt from the reporting and ‘‘short-swing’’ profit recovery provisions contained in Section 16 of the Securities Exchange Act, with respect to their purchases and sales of shares. In addition, we are not required to file annual, quarterly and current reports and financial statements with the SEC as frequently or as promptly as United States companies whose securities are registered under the Securities Exchange Act. However, we will file with the SEC, within 180 days after the end of each fiscal year, an annual report on Form 20-F containing financial statements audited by an independent accounting firm. We will also furnish quarterly reports on Form 6-K containing unaudited interim financial information for the first three quarters of each fiscal year, within 60 days after the end of such quarter.

You may read and copy any document we file or furnish with the SEC at reference facilities at 100 F Street, N.E., Washington, DC 20549. You may also obtain copies of the documents at prescribed rates by writing to the Public Reference Section of the SEC at 100 F Street, N.E., Washington, DC 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference facilities. You can review our SEC filings and the registration statement by accessing the SEC's internet site at http://www.sec.gov.

Documents may also be inspected at the National Association of Securities Dealers, Inc., 1735 K Street, N.W., Washington D.C. 20006.

Information provided by the Company

We will furnish holders of our common shares with annual reposts containing audited financial statements and a reports by our independent registered public accounting firm, and intend to furnish quarterly reports containing selected unaudited financial data for the three first quarter of each fiscal year. The audited financial statements will be prepared in accordance with United States generally accepted accounting principles and those reports will include a ‘‘Management’s Discussion and Analysis of Financial Condition and Results of Operations’’ section for the relevant periods. As a ‘‘foreign private issuer’’, we ware exempt from the rules under the Securities Exchange Act of 1934 prescribing the furnishing and content of proxy statements to shareholders. While we intend to furnish proxy statements to any shareholder in accordance with the rule of Nasdaq Global Market, those proxy statements are not expected to conform to Schedule 14A of the proxy rules promulgated under the Exchange Act. In addition as a ‘‘foreign issuer’’, we are exempt from the rules under the Exchange Act relating to short swing profit reporting and liability.

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Financial Statement Explanatory Note

The historical financial statements of International Shipping Enterprises, Inc. are being included in this filing solely as a result of having included the Acquisition and Merger Pro Forma Financial Information on p. 22.

Index

			Page
INTERNATIONAL SHIPPING ENTERPRISE, INC.
UNAUDITED BALANCE SHEET AT JUNE 30, 2005 AND BALANCE SHEET AT DECEMBER 31, 2004					F-2
UNAUDITED STATEMENTS OF OPERATIONS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2005 AND FOR THE PERIOD FROM SEPTEMBER 17, 2004 (INCEPTION) TO JUNE 30, 2005					F-3
UNAUDITED STATEMENTS OF STOCKHOLDERS' EQUITY FOR THE SIX MONTHS ENDED JUNE 30, 2005 AND FOR THE PERIOD FROM SEPTEMBER 17, 2004 (INCEPTION) TO JUNE 30, 2005					F-4
UNAUDITED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2005 AND FOR THE PERIOD FROM SEPTEMBER 17, 2004 (INCEPTION) TO JUNE 30, 2005					F-5
NOTES TO THE UNAUDITED FINANCIAL STATEMENTS					F-6
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM					F-9
BALANCE SHEET AT DECEMBER 31, 2004					F-10
INCOME STATEMENT FOR THE PERIOD FROM SEPTEMBER 17, 2004 (INCEPTION) TO DECEMBER 31, 2004					F-11
STATEMENT OF STOCKHOLDER'S EQUITY FOR THE PERIOD FROM SEPTEMBER 17, 2004 (INCEPTION) TO DECEMBER 31, 2004					F-12
STATEMENT OF CASH FLOWS FOR THE PERIOD FROM SEPTEMBER 17, 2004 (INCEPTION) TO DECEMBER 31, 2004					F-13
NOTES TO FINANCIAL STATEMENTS					F-14

F-1

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Table of Contents

INTERNATIONAL SHIPPING ENTERPRISES, INC.
(a corporation in the development stage)
BALANCE SHEET

			June 30, 2005						December 31, 2004
			(unaudited)
ASSETS
Current assets:
Cash and cash equivalents				$	172,064					$	2,032,478
Investment held in Trust Fund					182,798,858						180,691,163
Deferred Tax Asset					145,000						—
Prepaid expenses					63,850						12,988
Total current assets					183,179,772						182,736,629
Advances held in escrow for Acquisitions					3,016,178						—
Property & Equipment (net)					9,205						7,195
Deferred Acquisitions costs					1,894,859						81,000
Deferred Finance costs					3,448,500						—
Total Assets				$	191,548,514					$	182,824,824
LIABILITIES & STOCKHOLDERS' EQUITY
Current Liabilities:
Trade payable & Accrued Expenses				$	1,855,003					$	139,177
Notes payable, stockholder					5,022,037						805
Deferred Interest at Trust account					444,349						23,021
Income taxes payable					712,000						6,700
Total Current Liabilities					8,033,389						169,703
Common Stock, Subject to possible conversion					36,097,142						36,097,142
Stockholders' Equity:
Preferred Stock $.0001 par value, authorized 1,000,000 shares, none issued					—						—
Common Stock $.0001 par value, authorized 120,000,000 shares, issued and outstanding 39,900,000 (which includes 6,551,723 shares subject to possible conversion)					3,990						3,990
Additional paid-in capital					146,551,057						146,545,159
Earnings accumulated during the development stage					862,936						8,830
Total stockholders' equity					147,417,983						146,557,979
Total Liabilities and Stockholders' Equity				$	191,548,514					$	182,824,824

See Notes to Unaudited Financial Statements

F-2

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Table of Contents

INTERNATIONAL SHIPPING ENTERPRISES, INC.
(a corporation in the development stage)

STATEMENT OF OPERATIONS
(unaudited)

			Six months ended June 30, 2005						Three months ended June 30, 2005						For the period from September 17, 2004 (inception) to June 30, 2005
Net revenue from operations
Capital based Taxes				$	(130,000	)				$	(16,500	)				$	(184,759	)
Other Operating expenses					(157,430	)					(80,159	)					(179,856	)
Formation & Operating Cost					(287,430	)					(96,659	)					(364,615	)
Operating Loss					(287,430	)					(96,659	)					(364,615	)
Income from Financing Activities
Bank Interest Income, net					1,708,536						967,401						1,801,251
Income before provision for income taxes					1,421,106						870,742						1,436,636
Provision for Income Taxes					567,000						310,000						573,700
Net Income				$	854,106					$	560,742					$	862,936
Weighted average number of common shares outstanding					39,900,000						39,900,000
Net income per share:				$	0.02					$	0.01

See Notes to Unaudited Financial Statements

F-3

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Table of Contents

INTERNATIONAL SHIPPING ENTERPRISES, INC.
(a corporation in the development stage)

STATEMENT OF THE STOCKHOLDER'S EQUITY
For the period from September 17th, 2004 (inception) to June 30, 2005

			Common Stock and												Additional Paid-In Capital						Earnings Accumulated During the Development Stage			Stockholders' Equity
			Shares						Amount
Sale of 7,125,000 shares of common stock to initial stockholders					7,125,000					$	713					$	24,287				—				$	25,000
Sale of 32,775,000 units, net of underwriters' discount and offering expenses (includes 6,551,723 shares subject to possible convertion)					32,775,000						3,277						182,618,014				—					182,621,291
Proceeds subject to possible conversion of 6,551,723 shares					—						—						(36,097,142	)			—					(36,097,142	)
Net Income					—						—						—				$8,830					8,830
Balance at December 31, 2004					39,900,000						3,990						146,545,159				8,830					146,557,979
Unaudited:
Finalization of estimated costs of the offering					—						—						5,898				—					5,898
Net Income					—						—						—				854,106					854,106
Balance at June 30, 2005					39,900,000					$	3,990					$	146,551,057				$       862,936				$	147,417,983

See Notes to Unaudited Financial Statements

F-4

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Table of Contents

INTERNATIONAL SHIPPING ENTERPRISE, INC.
(a corporation in the development stage)

STATEMENT OF CASH FLOWS
(Unaudited)

			Six months ended June 30, 2005						For the period from September 17, 2004 (inception) to June 30, 2005
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income				$	854,106					$	862,936
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation					1,749						1,749
Interest income on treasury bills					(2,123,873	)					(2,239,036	)
Changes in operating assets & liabilities:
Increase in prepaid expenses					(50,862	)					(63,850	)
Increase in accounts payable and accrued expenses					15,711						154,888
Increase in deferred interest					421,328						444,349
Increase in income taxes payable					705,300						712,000
Increase in deferred tax assets					(145,000	)					(145,000	)
Net cash used in operating activities					(321,541	)					(271,964	)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of Treasury Bills held in trust					—						(180,575,746	)
Increase in cash held in trust					—						(254	)
Purchase of property & equipment					(3,760	)					(10,955	)
Advance for the acquisition of a target					(3,000,000	)					(3,000,000	)
Payment of deferred acquisition costs					(1,062,244	)					(1,143,244	)
Net cash used in investing activities					(4,066,004	)					(184,730,199	)
CASH FLOWS FROM FINANCING ACTIVITIES
Gross proceeds from initial public offering					—						196,650,000
Payment of costs of initial public offering					5,899						(14,022,810	)
Proceeds from stockholders loans & advances					5,021,232						5,371,353
Payment to stockholders loans & advances					—						(349,316	)
Proceeds from sale of common stock					—						25,000
Payment of deferred finance costs					(2,500,000	)					(2,500,000	)
Net cash provided by financing activities					2,527,131						185,174,227
Increase/decrease in cash at end of period					(1,860,414	)					172,064
Cash and cash equivalents at beginning of period					2,032,478						—
Cash and cash equivalents at end of period				$	172,064					$	172,064
Supplemental schedule of non-cash investing activity:
Accrual of deferred acquisition costs				$	751,615					$	751,615
Supplemental schedule of non-cash financing activity:
Accrual of deferred finance costs				$	948,500					$	948,500

See Notes to ISE Unaudited Financial Statements

F-5

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Table of Contents

INTERNATIONAL SHIPPING ENTERPRISES, INC.
(a corporation in the development stage)
Notes to ISE Unaudited Financial Statements

1.    Organization and Business Operations

International Shipping Enterprises, Inc. (‘‘ISE’’) was incorporated in Delaware on September 17, 2004, as a blank check company, the objective of which is to acquire one or more vessels or an operating business in the dry bulk sector of the shipping industry.

All activity from January 1, 2005, through June 30, 2005, relates to ISE's search for a business combination and the negotiation of the acquisition of Navios Maritime Holdings Inc. described below. The Company has selected December 31 as its fiscal year-end.

The registration statement for ISE's initial public offering (‘‘Offering’’) was declared effective December 10, 2004. ISE consummated the Offering on December 16, 2004, and received net proceeds of approximately $182,621,000 (Note 2). ISE's management has broad discretion with respect to the specific application of the net proceeds of this Offering, although substantially all of the net proceeds of this Offering are intended to be generally applied toward consummating a business combination with (or acquisition of) one or more vessels or an operating business in the dry bulk sector of the shipping industry (‘‘Business Combination’’). Furthermore, there is no assurance that ISE will be able to successfully effect a Business Combination. An amount of $180,576,000 of the net proceeds were placed in an interest-bearing trust account (‘‘Trust Account’’) until the earlier of (i) the consummation of a Business Combination or (ii) the liquidation of ISE. Under the agreement governing the Trust Account, funds will only be invested in United States government securities (Treasury Bills) with a maturity of 180 days or less. (Note 3) The remaining net proceeds (not held in the Trust Account) may be used to pay for business, legal, and accounting due diligence on prospective acquisitions and continuing general and administrative expenses.

ISE, after signing a definitive agreement for the acquisition of a target business, will submit such transaction for stockholder approval. In the event that stockholders owning 20% or more of the shares sold in the Offering vote against the Business Combination and exercise their redemption rights described below, the Business Combination will not be consummated. All of ISE's stockholders prior to the Offering, including all of the officers and directors of the Company (‘‘Initial Stockholders’’), have agreed to vote their 7,125,000 founding shares of common stock in accordance with the vote of the majority in interest of all other stockholders of the Company (‘‘Public Stockholders’’) with respect to any Business Combination. After consummation of a Business Combination, these voting safeguards will no longer be applicable.

With respect to a Business Combination which is approved and consummated, any Public Stockholder who votes against the Business Combination may demand that ISE convert his shares. The per share conversion price will equal to the amount in the Trust Account calculated as of two business days prior to the proposed consummation of the Business Combination divided by the number of shares of common stock held by Public Stockholders at the consummation of the Offering. Accordingly, Public Stockholders holding 19.99% of the aggregate number of shares owned by all Public Stockholders may seek conversion of their shares in the event of a Business Combination. Such Public Stockholders are entitled to receive their per share interest in the Trust Account computed without regard to the shares held by Initial Stockholders. Accordingly, a portion of the net proceeds from the offering (19.99% of the amount held in the Trust Account) has been classified as common stock subject to possible conversion and 19.99% of the interest earned on the amount held in the Trust Account has been recorded as deferred interest in the accompanying June 30, 2005 balance sheet.

ISE's Certificate of Incorporation provides for mandatory liquidation of ISE in the event that the Company does not consummate a Business Combination within 12 months from the date of the consummation of the Offering, or 18 months from the consummation of the Offering if certain extension criteria have been satisfied. In the event of liquidation, it is likely that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the initial public offering price per share in the Offering due to costs related to the Offering and since no value would be attributed to the Warrants contained in the Units sold (Note 2).

F-6

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Table of Contents

INTERNATIONAL SHIPPING ENTERPRISES, INC.
(a corporation in the development stage)
Notes to ISE Unaudited Financial Statements

In connection with a proposed acquisition (Note 4), ISE has deferred $3,448,500 relating to bank commitment fees and $1,246,983 of costs relating to professional fees for legal, due diligence and accounting services.

Management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements.

2.    Initial Public Offering

On December 16, 2004, ISE sold 32,775,000 units (‘‘Units’’) in the Offering, which included all of the 4,275,000 Units subject to the underwriters' over-allotment option. Each Unit consists of one share of ISE's common stock, $.0001 par value, and two Redeemable Common Stock Purchase Warrants (‘‘Warrants’’). Each Warrant entitles the holder to purchase from ISE one share of common stock at an exercise price of $5.00 commencing the later of the completion of a Business Combination with a target business or one year from the effective date of the Offering and expiring four years from the date of the prospectus. The Warrants will be redeemable, upon prior written consent of ISE's underwriter in the Offering, Sunrise Securities Corp., at a price of $.01 per Warrant upon 30 days' notice after the Warrants become exercisable, only in the event that the last sale price of the common stock is at least $8.50 per share for any 20 trading days within a 30 trading day period ending on the third day prior to date on which notice of redemption is given and only if the weekly trading volume of ISE's common stock has been at least 800,000 shares for each of the two calendar weeks prior to the date on which notice of redemption is given.

At June 30, 2005, 65,550,000 shares of common stock were reserved for issuance upon exercise of Warrants.

3.    Investments Held in Trust Account

At June 30, 2005, the investments held in the Trust Account consist principally of short-term Treasury Bills which are treated as trading securities and recorded at their market value. The excess of market value over cost, exclusive of 19.99% of the interest which has been recorded as deferred interest as described above, is included in interest income on the accompanying income statement.

4.    Acquisition of Navios Maritime Holdings Inc.

On February 28, 2005, ISE entered into a Stock Purchase Agreement (the ‘‘Purchase Agreement’’) with Navios Maritime Holdings Inc., a Marshall Islands corporation (‘‘Navios’’), and all of the shareholders of Navios in connection with ISE's acquisition of all of the outstanding capital of Navios. At the closing, the Navios shareholders will be paid an aggregate of $607.5 million in cash for all the outstanding capital stock of Navios, subject to adjustments and certain holdbacks. The purchase price will be partially funded through a secured credit facility with HSH Nordbank AG.

Simultaneously with the signing of the Purchase Agreement, ISE deposited $3,000,000 with an escrow agent as a deposit to be applied against the purchase price at closing. On July 15, 2005, ISE deposited an additional $3,000,000 in conjunction with the extension of closing date to August 31, 2005, in accordance with the terms and conditions of the Purchase Agreement. In the event that the closing does not occur, any and all deposits will be returned to ISE, except in those cases where the closing has not occurred due to ISE's breach of one of its representation, warranty, covenant or agreement in the Purchase Agreement. In connection with the deposit and other costs and expenses associated with the transaction, an Initial Stockholder has agreed to loan the necessary funds to ISE (Note 5).

At June 30, 2005, trade payables and accrued expenses include $647,876 due to Navios.

The transaction is expected to be consummated upon receipt of the required approval by ISE's stockholders. The special meeting of ISE's stockholders is currently scheduled for August 23, 2005.

F-7

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Table of Contents

INTERNATIONAL SHIPPING ENTERPRISES, INC.
(a corporation in the development stage)
Notes to ISE Unaudited Financial Statements

5.    Note Payable, Stockholder

ISE issued a $4,022,037 unsecured promissory note to an Initial Stockholder, who is also an officer, on April 18, 2005. The amount of $5,022,037, including additional advances of $1,000,000, is due to the Initial Stockholder as of June 30, 2005. The amount due to the Initial Stockholder is non interest-bearing and is payable on demand at any time on or after the closing date of the acquisition of Navios.

6.    Commitment

ISE presently has certain office and secretarial services made available to it by unaffiliated third parties, as may be required by ISE from time to time. Under its agreement with its underwriters, ISE is permitted to pay up to an aggregate of $5,500 per month for office space and all such services on an ongoing basis. The statement of operations for the period ended June 30, 2005 includes approximately $9,672 related to this agreement.

7.    Subsequent events

On August 25th, 2005, pursuant to a stock purchase agreement dated February 28, 2005, as amended, by and between ISE and Navios Maritime Holdings, Inc. (‘‘Navios’’), ISE acquired all of the outstanding shares of common stock of Navios for a cash payment of $594.4 million. Approximately $182.4 million of the cash payment was obtained from funds from ISE's initial public offering and the balance of approximately $412 million was obtained from a $514.4 million senior secured credit facility, entered into on July 12, 2005 and funded on August 25, 2005, with HSH Nordbank AG.

As a result of such acquisition, Navios became a wholly owned subsidiary of ISE. In addition, on August 25, 2005, simultaneously with the acquisition of Navios, ISE effected a reincorporation from the State of Delaware to the Republic of the Marshall Islands through a downstream merger with and into its newly acquired wholly-owned subsidiary Navios.

F-8

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Table of Contents

INTERNATIONAL SHIPPING ENTERPRISES, INC.
(a corporation in the development stage)
Notes to ISE Unaudited Financial Statements

Report of Independent Registered Public Accounting Firm

To the Board of Directors
International Shipping Enterprises, Inc.

We have audited the accompanying balance sheet of International Shipping Enterprises, Inc. (a corporation in the development stage) as of December 31, 2004, and the related statements of income, stockholders' equity and cash flows for the period from September 17, 2004 (inception) to December 31, 2004. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of International Shipping Enterprises, Inc. as of December 31, 2004, and the results of its operations and its cash flows for the period from September 17, 2004 (inception) to December 31, 2004 in conformity with United States generally accepted accounting principles.

/s/Goldstein Golub Kessler LLP
New York, New York
January 17, 2005

F-9

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Table of Contents

INTERNATIONAL SHIPPING ENTERPRISES, INC.
(a corporation in the development stage)
BALANCE SHEET
DECEMBER 31, 2004

ASSETS

Current assets:

Cash				$	2,032,478
Investments held in trust					180,691,163
Prepaid expenses and other current assets					12,988
Total Current Assets					182,736,629
Property and Equipment					7,195
Deferred acquisition costs					81,000
Total Assets				$	182,824,824
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses				$	139,177
Deferred interest					23,021
Due to stockholder					805
Income taxes payable					6,700
Total liabilities					169,703
Commitment
Common stock subject to possible conversion					36,097,142
Stockholder's Equity:
Preferred stock $.0001 par value, authorized 1,000,000 shares, none issued
Common stock $.0001 par value; authorized 120,000,000 shares, issued and outstanding 39,900,000 (which includes 6,551,723 subject to possible conversion)					3,990
Additional paid-in-capital					146,545,159
Earnings accumulated during the development stage					8,830
Total stockholders' equity					146,557,979
Total Liabilities and Stockholders' Equity				$	182,824,824

See Notes to Financial Statements

F-10

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Table of Contents

INTERNATIONAL SHIPPING ENTERPRISES, INC.
(a corporation in the development stage)
INCOME STATEMENT
FOR THE PERIOD FROM SEPTEMBER 17, 2004 (INCEPTION) TO DECEMBER 31, 2004

Operating expenses:

Capital based taxes				$	(54,759	)
Other operating expenses					(22,426	)
Total operating expenses					(77,185	)
Net operating loss					(77,185	)
Interest income					92,715
Income before provision for income taxes					15,530
Provision for income taxes					6,700
Net income				$	8,830
Weighted average number of common shares outstanding					12,743,571
Net income per shares basic and diluted				$	0.00

See Notes to Financial Statements

F-11

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Table of Contents

INTERNATIONAL SHIPPING ENTERPRISES, INC.
(a corporation in the development stage)
STATEMENT OF STOCKHOLDERS' EQUITY
For the period from September 17, 2004 (inception) to December 31, 2004

			Common Stock and
			Shares						Amount						Additional Paid-In Capital						Earnings Accumulated During the Development Stage						Stockholders' Equity
Sale of 7,125,000 shares of common stock to initial stockholders for $.0035 per share, as adjusted (Note 7)					7,125,000					$	713					$	24,287					$	—					$	25,000
Sale of 32,775,000 units, net of underwriters' discount and offering expenses (includes 6,551,723 shares subject to possible conversion)					32,775,000						3,277						182,618,014						—						182,621,291
Proceeds subject to possible conversion of 6,551,723 shares					—						—						(36,097,142	)					—						(36,097,142	)
Net income for the period					—						—						—						8,830						8,830
Balance at December 31, 2004					39,900,000					$	3,990					$	146,545,159					$	8,830					$	146,557,979

See Notes to Financial Statements

F-12

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Table of Contents

INTERNATIONAL SHIPPING ENTERPRISES, INC.
(a corporation in the development stage)
STATEMENT OF CASH FLOWS
For the period from September 17, 2004 (inception) to December 31, 2004

CASH FLOWS FROM OPERATING ACTIVITIES

Net income				$	8,830
Adjustements to reconcile net income to net cash provided by operating activities:
Interest income on treasury bills					(115,163	)
Changes in operating assets and liabilities:
Increase in prepaid expenses					(12,988	)
Increase in accounts payable and accrued expenses					79,235
Increase in deferred interest					23,021
Increase in income taxes payable					6,700
Net cash provided by operating activities					(10,365	)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of Treasury Bills held in trust					(180,575,746	)
Increase in cash held in trust					(254	)
Purchase of property and equipment					(7,195	)
Payment of deferred acquisition costs					(81,000	)
Net cash used in investing activities					(180,664,195	)
CASH FLOWS FROM FINANCING ACTIVITIES
Gross proceeds from initial public offering					196,650,000
Payment of costs of initial public offering					(13,968,767	)
Proceeds from stockholder loans and advances					350,121
Payment of stockholder loans and advances					(349,316	)
Proceeds from sale of shares of common stock					25,000
Net cash provided by financing activities					182,707,038
Increase in cash and cash at end of period				$	2,032,478
Supplemental schedule of non-cash financing activity:
Accrual of costs of initial public offering				$	59,942

See Notes to Financial Statements

F-13

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Table of Contents

INTERNATIONAL SHIPPING ENTERPRISES, INC.
(a corporation in the development stage)
Notes to Financial Statements

1.    Organization and Business Operations

International Shipping Enterprises, Inc. (‘‘ISE’’ or the ‘‘Company’’) was incorporated in Delaware on September 17, 2004 as a blank check company, the objective of which is to acquire one or more vessels or an operating business in the shipping industry.

All activity from September 17, 2004 (inception) through December 31, 2004 relates to the Company's formation, initial public offering and search for a business combination described below. The Company has selected December 31 as its fiscal year-end.

The registration statement for the Company's initial public offering (‘‘Offering’’) was declared effective December 10, 2004. The Company consummated the Offering on December 16, 2004 and received net proceeds of approximately $182,621,000 (Note 2). The Company's management has broad discretion with respect to the specific application of the net proceeds of this Offering, although substantially all of the net proceeds of this Offering are intended to be generally applied toward consummating a business combination with (or acquisition of) one or more vessels or an operating business in the shipping industry (‘‘Business Combination’’). Furthermore, there is no assurance that the Company will be able to successfully effect a Business Combination. An amount of $180,576,000 of the net proceeds is being held in an interest-bearing trust account (‘‘Trust Account’’) until the earlier of (i) the consummation of a Business Combination or (ii) the liquidation of the Company. Under the agreement governing the Trust Account, funds will only be invested in United States government securities (Treasury Bills) with a maturity of 180 days or less. (Note 3) The remaining net proceeds (not held in the Trust Account) may be used to pay for business, legal and accounting due diligence on prospective acquisitions and continuing general and administrative expenses.

The Company, after signing a definitive agreement for the acquisition of a target business, will submit such transaction for stockholder approval. In the event that stockholders owning 20% or more of the shares sold in the Offering vote against the Business Combination and exercise their redemption rights described below, the Business Combination will not be consummated. All of the Company's stockholders prior to the Offering, including all of the officers and directors of the Company (‘‘Initial Stockholders’’), have agreed to vote their 7,125,000 founding shares of common stock in accordance with the vote of the majority in interest of all other stockholders of the Company (‘‘Public Stockholders’’) with respect to any Business Combination. After consummation of a Business Combination, these voting safeguards will no longer be applicable.

With respect to a Business Combination which is approved and consummated, any Public Stockholder who voted against the Business Combination may demand that the Company convert his shares. The per share conversion price will equal the amount in the Trust Account calculated as of two business days prior to the proposed consummation of the Business Combination divided by the number of shares of common stock held by Public Stockholders at the consummation of the Offering. Accordingly, Public Stockholders holding 19.99% of the aggregate number of shares owned by all Public Stockholders may seek conversion of their shares in the event of a Business Combination. Such Public Stockholders are entitled to receive their per share interest in the Trust Account computed without regard to the shares held by Initial Stockholders. Accordingly, a portion of the net proceeds from the offering (19.99% of the amount held in the Trust Account) has been classified as common stock subject to possible conversion and 19.99% of the interest earned on the amount held in the Trust Account has been recorded as deferred interest in the accompanying December 31, 2004 balance sheet.

The Company's Certificate of Incorporation provides for mandatory liquidation of the Company in the event that the Company does not consummate a Business Combination within 12 months from the date of the consummation of the Offering, or 18 months from the consummation of the Offering if certain extension criteria have been satisfied. In the event of liquidation, it is likely that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will

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Table of Contents

INTERNATIONAL SHIPPING ENTERPRISES, INC.
(a corporation in the development stage)
Notes to Financial Statements

be less than the initial public offering price per share in the Offering due to costs related to the Offering and since no value would be attributed to the Warrants contained in the Units sold (Note 2).

For purposes of the statement of cash flows, the Company considers all highly liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents.

Depreciation of property, plant and equipment will be provided for by the straight-line method over the estimated useful lives of the related assets.

In connection with a proposed acquisition, the Company has deferred $81,000 of related costs, principally relating to a retainer paid in December 2004 for legal services.

Deferred income taxes are provided for the differences between the bases of assets and liabilities for financial reporting and income tax purposes. A valuation allowance is established when necessary to reduce deferred tax assets to the amount expected to be realized.

Basic net income per common share is computed using the weighted average number of shares outstanding. Diluted net income per common share is computed using the weighted average number of shares outstanding adjusted for the incremental shares attributed to outstanding options to purchase common stock. There are no incremental shares included in the diluted calculations since the common stock was not trading separately during the period and the warrants were therefore not exercisable.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.

Management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements.

2.    Initial Public Offering

On December 31, 2004, the Company sold 32,775,000 units (‘‘Units’’) in the Offering, which included all of the 4,275,000 Units subject to the underwriters' overallotment option. Each Unit consists of one share of the Company's common stock, $.0001 par value, and two Redeemable Common Stock Purchase Warrants (‘‘Warrants’’). Each Warrant will entitle the holder to purchase from the Company one share of common stock at an exercise price of $5.00 commencing the later of the completion of a Business Combination with a target business or one year from the effective date of the Offering and expiring four years from the date of the prospectus. The Warrants will be redeemable, upon prior written consent of the Company's underwriter in the Offering, Sunrise Securities Corp., at a price of $.01 per Warrant upon 30 days notice after the Warrants become exercisable, only in the event that the last sale price of the common stock is at least $8.50 per share for any 20 trading days within a 30 trading day period ending on the third day prior to date on which notice of redemption is given and only if the weekly trading volume of our common stock has been at least 800,000 shares for each of the two calendar weeks prior to the date on which notice of redemption is given.

At December 31, 2004, 65,550,000 shares of common stock were reserved for issuance upon exercise of Warrants.

3.    Investments Held in Trust Account

At December 31, 2004, the investments held in the Trust Account consist principally of short-term Treasury Bills which are treated as trading securities and recorded at their market value. The excess of market value over cost, exclusive of 19.99% of the interest which has been recorded as deferred interest as described above, is included in interest income on the accompanying income statement.

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INTERNATIONAL SHIPPING ENTERPRISES, INC.
(a corporation in the development stage)
Notes to Financial Statements

4.    Property and equipment

Property and equipment, at cost, consists of computer equipment with an estimated useful life of three years. No depreciation has been charged against the Company's property and equipment as they were not in service during the period.

5.    Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses consist of the following:

Delaware franchise tax payable				$	12,859
New York capital taxes					41,900
Printing costs due on initial public offering					59,942
Accrued professional fees					13,629
Other accounts payable and accrued expenses					10,847
				$	139,177

6.    Note Payable, Stockholder

The Company issued a $225,000 unsecured promissory note to an Initial Stockholder, who is also an officer, on September 23, 2004. The Initial Stockholder also advanced approximately $125,000 of additional funds to the Company. The amount due to the Initial Stockholder was non interest-bearing and substantially all the amount due was paid from the net proceeds of the Offering. At December 31, 2004, there is a remaining due amount to the Initial Stockholder of $805.

7.    Commitment

The Company presently occupies office space from, and has certain office and secretarial services made available to it by, unaffiliated third parties, as may be required by the Company from time to time. The Company has agreed to pay approximately $1,500 per month for office space through March 15, 2005 and, under its agreement with its underwriters, is permitted to pay up to an aggregate of $5,500 per month for office space and all such services on an ongoing basis. The statement of operations for the period ended December 31, 2004 includes approximately $5,700 related to this agreement.

8.    Preferred Stock

The Company is authorized to issue 1,000,000 shares of preferred stock with such designations, voting and other rights and preferences as may be determined from time to time by the Board of Directors.

9.    Common Stock

On November 29, 2004, the Company's Board of Directors authorized a stock dividend of approximately 0.676 shares of common stock for each outstanding share of common stock and increased the number of authorized shares of common stock to 120,000,000. The accompanying financial statements have been retroactively restated to reflect these transactions.

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INTERNATIONAL SHIPPING ENTERPRISES, INC.
(a corporation in the development stage)
Notes to Financial Statements

10.    Income Taxes

The provision for income taxes consists of:

Period from September 17, 2004 (inception) to December 31, 2004

Current:

Federal				$	1,600
State and local					5,100
Total current				$	6,700

The provision for income taxes differs from the amount computed using the federal statutory rate of 34% as a result of the following:

Period from September 17, 2004 (inception) to December 31, 2004

Federal statutory rate					34.0	%
State income taxes, net of federal income tax effect					7.5
Effect of reduced federal rates based on income levels					(19.0	)
Nondeductible expenses for state tax purposes					20.6
					43.1	%

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PART II

INFORMATION NOT REQUIRED IN THIS PROSPECTUS

ITEM 8.    INDEMNIFICATION OF DIRECTORS AND OFFICERS

Under the Articles of Incorporation, our Bylaws and under Section 60 of the Marshall Islands Business Corporations Act (‘‘BCA’’), we may indemnify anyone who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (other than an action by or in the right of the corporation) whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise.

A limitation on the foregoing is the statutory proviso (also found in our Bylaws) that, in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his conduct was unlawful.

Further, under Section 60 of the BCA and our Bylaws, the termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of no contest, or its equivalent, does not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

In addition, under Section 60 of the BCA and under our Bylaws, a corporation may indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending, or completed action or suit by or in the right of the corporation to procure judgment in its favor by reason of the fact that he is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise. Such indemnification may be made against expenses (including attorneys' fees) actually and reasonably incurred such person or in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation. Again, this is provided that no indemnification may be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.

Further, and as provided by both our Bylaws and Section 60 of the BCA, when a director or officer of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in the foregoing instances, or in the defense of a related claim, issue or matter, he will be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him in connection with such matter.

Likewise, pursuant to our Bylaws and Section 60 of the BCA, expenses (our Bylaws specifically includes attorneys' fees in expenses) incurred in defending a civil or criminal action, suit or proceeding by an officer or director may be paid in advance of the final disposition of the action, suit or proceeding upon receipt of an undertaking by or on behalf of the director or officer to repay such amount if it is ultimately determined that he is not entitled to indemnification. The Bylaws further provide that with respect to other employees, such expenses may be paid on the terms and conditions, if any, as the Board may deem appropriate.

Both Section 60 of the BCA and our Bylaws further provided that the foregoing indemnification and advancement of expenses are not exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and/or as to action in another capacity while holding office.

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Under both Section 60 of the BCA and our Bylaws, we also have the power to purchase and maintain insurance on behalf of any person who is or was a director or officer of the corporation or is or was serving at the request of the corporation as a director or officer against any liability asserted against him and incurred by him in such capacity regardless of whether the corporation would have the power to indemnify him against such liability under the foregoing.

Under Section 60 of the BCA (and as provided in our Bylaws), the indemnification and advancement of expenses provided by, or granted under the foregoing continue with regard to a person who has ceased to be a director, officer, employee or agent and inure to the benefit of his heirs, executors and administrators unless otherwise provided when authorized or ratified. Additionally, under Section 60 of the BCA and our Bylaws, the indemnification and advancement of expenses provided by, or granted under the foregoing continue with regard to a person who has ceased to be a director, officer, employee or agent and inure to the benefit of his heirs, executors and administrators unless otherwise provided when authorized or ratified.

In addition to the above, our Bylaws provide that references to us includes constituent corporations, and defines 'other enterprises' to include employee benefit plans, ""fines’’ to include excise taxes imposed on a person with respect to an employee benefit plan, and further defines the term 'serving at the request of the corporation.'

Our Articles of Incorporation set out a much abbreviated version of the foregoing and make reference to the provisions of the Bylaws.

Such limitation of liability and indemnification does not affect the availability of equitable remedies. In addition, we have been advised that in the opinion of the SEC, indemnification for liabilities arising under the Securities Act is against public policy as expressed in the Securities Act and is therefore unenforceable.

ITEM 9.    EXHIBITS

(a) Exhibits.

Exhibit Number			Description of Document

Exhibit Number			Description
5.1			Opinion of Reeder & Simpson P.C regarding legality of the shares of common stock being registered (to be filed by amendment).
10.1			Form of Warrant Exercise Agreement entered into with each of the selling shareholders, dated June 6, 2006.
10.2			Form of Registration Rights Agreement entered into with each of the selling shareholders, dated June 6, 2006.
23.1			Consent of PricewaterhouseCoopers S.A.
23.2			Consent of Goldstein Golub Kessler LLP
23.3			Consent of Reeder & Simpson P.C. (included in Exhibit 5.1 to this Registration Statement on Form F-3).
24.1			Power of Attorney (included on signature page).

ITEM 10.    UNDERTAKINGS

The undersigned Registrant hereby undertakes:

(a)

	1.	To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

	i.	To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

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	ii.	To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the ‘‘Calculation of Registration Fee’’ table in the effective registration statement.

	iii.	To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

Provided, however, That paragraphs (a)1(i) and (a)(1)(ii) of this section do not apply if the registration statement is on Form S-3, Form S-8 or Form F-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.

Provided however, That:

	A.	Paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the registration statement is on Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement; and

	B.	Paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the registration statement is on Form S-3 or Form F-3 and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

	2.	That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

	3.	To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

	4.	That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

	i.	If the registrant is relying on Rule 430B:

	A.	Each prospectus filed by the registrant pursuant to Rule 424(b)(3)shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

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	B.	Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or

	ii.	If the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(b) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

(c) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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SIGNATURES

Pursuant to the requirement of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Piraeus, Greece on August 28, 2006.

			NAVIOS MARITIME HOLDINGS INC..
			By:			/s/ Angeliki Frangou
			Name: Angeliki Frangou Title: Chairman and Chief Executive Officer
			By:			/s/ Michael McClure
			Name: Michael McClure Title: Chief Financial Officer

KNOW ALL MEN BY THESE PRESENTS, that each director and executive officer of Navios Maritime Holdings Inc. whose signature appears below constitutes and appoints Angeliki Frangou and Michael McClure, and each of them, with full power to act without the other, his true and lawful attorneys-in-fact and agents, with full and several power of substitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments, including post-effective amendments, and supplements to this Registration Statement (and any registration statement relating to the same offering and filed pursuant to Rule 462 under the Securities Act of 1933), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as they might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by each of the following persons in the capacities indicated on August 28, 2006

Signature		Title(s)		Date
/s/ Angeliki Frangou		Chief Executive Officer and President (principal executive officer)		August 28, 2006
Angeliki Frangou
/s/ Michael McClure		Chief Financial Officer (principal financial and accounting officer)		August 28, 2006
Michael McClure
/s/ Angeliki Frangou		Chairman of the Board		August 28, 2006
Angeliki Frangou
/s/ Robert Shaw		Director		August 28, 2006
Robert Shaw
/s/ Vasiliki Papaefthymiou		Director		August 28, 2006
Vasiliki Papaefthymiou

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Signature		Title(s)		Date
/s/ Spyridon Magoulas		Director		August 28, 2006
Spyridon Magoulas
/s/ John Stratakis		Director		August 28, 2006
John Stratakis
/s/ Rex Harrington		Director		August 28, 2006
Rex Harrington
/s/ Allan Shaw		Director		August 28, 2006
Allan Shaw

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                   FORM OF WARRANT EXERCISE PURCHASE AGREEMENT

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

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

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

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

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

                                   ARTICLE I.
                                   DEFINITIONS

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

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

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

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




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

            "COMMISSION" means the Securities and Exchange Commission.

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

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

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

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

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

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

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

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

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

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

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

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

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

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


                                        2



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

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

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

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

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

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

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

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

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

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

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

            "WARRANT EXERCISE PRICE" equals $4.10.

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


                                        3



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

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

      2.1   Authorization of Warrant Shares.

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

            Sale and Purchase of Warrant Shares; Closing.

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

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

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

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

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

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


                                        4



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

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

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

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

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

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

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

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

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


                                        5



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

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

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

                                  ARTICLE III.
                         REPRESENTATIONS AND WARRANTIES

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

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

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


                                        6



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

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

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

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


                                        7



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

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

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

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


                                        8



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

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


                                        9



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

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

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

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


                                       10



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

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

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

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

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


                                       11



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

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

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

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

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

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


                                       12



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

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

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

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

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


                                       13



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

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

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

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

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


                                       14



                                   ARTICLE IV.
                         OTHER AGREEMENTS OF THE PARTIES

      4.1   Transfer.

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

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

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

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


                                       15



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

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

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

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


                                       16



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

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

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

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

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

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

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

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


                                       17



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

                                   ARTICLE V.
                                  MISCELLANEOUS

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

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

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

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

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


                                       18



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

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

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

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

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

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

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


                                       19



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

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

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

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


                                       20



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

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

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

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


                                       21



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


                                            NAVIOS MARITIME HOLDINGS INC.


                                        By: ____________________________________
                                            Name:
                                            Title:


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




                    Counterpart Signature Page For Purchasers

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


________________________________________
Printed Name of Purchaser


________________________________________
Signature of Purchaser


Investment Amount: $____________________

Number of Warrants:_____________________



By: ____________________________________

Title: _________________________________

Address: _______________________________

________________________________________

________________________________________

Date: __________________________________



Agreed and accepted:

NAVIOS MARITIME HOLDINGS INC


By:_____________________________________
   Name:
   Title:




                                   SCHEDULE 1

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

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

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

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

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

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

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

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

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

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




                                    EXHIBIT A

                      FORM OF REGISTRATION RIGHTS AGREEMENT




                                    EXHIBIT B

                                 FORM OF OPINION

MARSHALL ISLANDS' COUNSEL

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

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

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

MINTZ LEVIN AND MARSHALL ISLANDS' COUNSEL

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

MINTZ LEVIN

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




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

                      FORM OF REGISTRATION RIGHTS AGREEMENT

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

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

      The Company and the Purchasers hereby agree as follows:

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

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

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

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

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

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

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

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

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

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

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


                                        1



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

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

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

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

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

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

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

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

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

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

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

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

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


                                        2



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

      2.    Registration.

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

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


                                        3



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

      3.    Registration Procedures

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

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

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


                                        4



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

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

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


                                        5



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

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

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

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

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

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


                                        6



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

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

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

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

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

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


                                        7



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

      5.    Indemnification

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


                                        8



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

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

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


                                        9



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

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

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

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


                                       10



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

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

      6.    Miscellaneous

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

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


                                       11



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

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

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

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

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

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


                                       12



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

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

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

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

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


                                       13



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

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

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

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

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


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


                                       14



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


                                        NAVIOS MARITIME HOLDINGS INC


                                        By: ____________________________________

                                            Name: ______________________________

                                            Title: _____________________________


                       (Purchaser signature pages follow.)




                                        PURCHASER: _____________________________


                                        By: ____________________________________
                                            Name:
                                            Title:
                                            Fax Number:


                 (Additional Purchaser signature pages follow.)




                                     ANNEX A

      Plan of Distribution

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

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

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

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

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

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

            o     public or privately negotiated transactions;

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

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

            o     a combination of any such methods of sale; and

            o     any other method permitted pursuant to applicable law.


                                       A-1



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

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

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

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

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

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

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

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


                                       A-2



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

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

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

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


                                       A-3

                       [PRICEWATERHOUSECOOPERS LETTERHEAD]








            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
            --------------------------------------------------------


We hereby consent to the incorporation by reference in this Registration Statement on
Form F-3 of our reports dated March 22, 2006 relating to the financial statements, which
appear in Navios Maritime Holdings Inc.'s Annual Report on Form 20-F as of December
31, 2005 (Successor) and 2004 (Predecessor) and for the period from August 26, 2005 to
December 31, 2005 (Successor) and the period from January 1, 2005 to August 25, 2005
and for the years ended December 31, 2004 and 2003 (Predecessor). We also consent to
the reference to us under the heading "Experts" in such Registration Statement.





/s/ PricewaterhouseCoopers
- ------------------------------
PricewaterhouseCoopers S.A.
Athens, Greece
August 25, 2006

                                   [GGK LOGO]

                          GOLDSTEIN GOLUB KESSLER LLP
                  Certified Public Accountants and Consultants
                  --------------------------------------------







            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM






To the Board of Directors
Navios Maritime Holdings Inc.


We hereby consent to the use in this Registration Statement on Form F-3 of our
report dated January 17, 2005, on the financial statements of International
Shipping Enterprises, Inc. as of December 31, 2004 and for the period from
September 17, 2004 (date of inception) to December 31, 2004, which appears in
such Registration Statement.



/s/ Goldstein Golub Kessler LLP
- -------------------------------
GOLDSTEIN GOLUB KESSLER LLP
New York, New York

August 28, 2006


















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