Common use of REPRESENTATIONS AND WARRANTIES BY THE SHAREHOLDERS Clause in Contracts

REPRESENTATIONS AND WARRANTIES BY THE SHAREHOLDERS. The Shareholders hereby jointly and severally warrant to the Company: a. The Shareholders have full power and authority to exchange the Navis Securities which are held by them upon the terms and conditions provided for in this Agreement, and when delivered to the Company in accordance with the terms of this agreement, the Navis Securities will be free and clear of any lien or other encumbrance on the Closing Date specified herein. b. The Shareholders are acquiring the Common Stock of the Company solely for their own account, for investment, and not with a view to any subsequent "distribution" thereof within the meaning of that term as defined in the Securities Act of 1933, as amended (said Act and rules and regulations promulgated thereunder being hereinafter referred to as the "Securities Act"). The Shareholders understand that the Common Stock of the Company has not been registered under the Act or securities laws of any State ("State Act") by reason of the specific exemptions therefrom, which exemptions depend in part upon the Shareholders subjective investment intent as expressed herein. In furtherance of the foregoing, each Shareholder shall be required to execute and deliver to the Company an Investment Letter, in the form attached hereto as Exhibit "E," as a condition precedent to the issuance of a certificate for the Common Stock of the Company that will be issued to him. c. The Shareholders hereby jointly acknowledge that they: (1) are "Accredited Investors" as such term is defined in Regulation D promulgated under the Act; and (2) That they have such knowledge and experience in financial and business matters that they are capable of evaluating the merits and risks of the proposed exchange of Navis's and eNote `s securities, respectively, for Common Stock of the Company; and that they are able to bear the economic risks of the investment and are able to protect their own interests in an investment of this nature. The Shareholders further represent and warrant that all of the representations and warranties set forth above are true as of the date of this Agreement, shall be true at the Closing Date and shall survive the closing for a period of three (3) years from the Closing Date.

REPRESENTATIONS AND WARRANTIES BY THE SHAREHOLDERS. The Shareholders hereby jointly and severally warrant to the Company: a. The Shareholders have full power and authority to exchange the Navis Securities which are Yifan Common held by them upon the terms and conditions provided for in this Agreement, and when delivered to the Company in accordance with the terms of this agreementAgreement, the Navis Securities Yifan Common will be free and clear of any lien or other encumbrance encumbrance. b. The Shareholders acknowledge that they have been advised that the Company will not have the corporate authority under Delaware law to issue shares of New Common to the Shareholders on the Closing Date specified hereinin Section 5 of this Agreement and that the actual issuance and delivery of such shares of New Common to the Shareholders will be contingent on the effectiveness of a previously filed Amendment to the Company's Certificate of Incorporation that was duly adopted and filed in accordance with Delaware law, but will not become effective until 12:01 a.m. on September 30, 2000. b. c. The Shareholders are acquiring the Common Stock stock of the Company solely for their own account, for investment, and not with a view to any subsequent "distribution" thereof within the meaning of that term as defined in the Securities Act of 1933, as amended (said Act and rules and regulations promulgated thereunder being hereinafter referred to as the "Securities Act"). The Shareholders understand that the Common Stock stock of the Company has not been registered under the Securities Act or securities laws of any State ("State Act") by reason of the specific exemptions therefrom, which exemptions depend in part upon the Shareholders subjective investment intent as expressed herein. In furtherance of the foregoing, each Shareholder shall be required to execute has executed and deliver delivered to the Company an Investment Letter, Representation Letter in the form set forth in Exhibit A attached hereto. d. Each of the Shareholders desires to join in this Agreement as a party and to be bound by all of the terms and conditions set forth herein. In furtherance of the foregoing, each Shareholder has executed and delivered to the Company a Reorganization Agreement Signature Page in the form set forth in Exhibit A attached hereto as Exhibit "E," as a condition precedent to the issuance of a certificate for the Common Stock of the Company that will be issued to him. c. The Shareholders hereby jointly acknowledge that they: (1) are "Accredited Investors" as such term is defined in Regulation D promulgated under the Act; and (2) That they have such knowledge and experience in financial and business matters that they are capable of evaluating the merits and risks of the proposed exchange of Navis's and eNote `s securities, respectively, for Common Stock of the Company; and that they are able to bear the economic risks of the investment and are able to protect their own interests in an investment of this nature. The Shareholders further represent and warrant that all of the representations and warranties set forth above are true as of the date of this Agreement, shall be true at the Closing Date and shall survive the closing for a period of three (3) years from the Closing Date.