AMENDMENT #1
                                     TO THE
                          AGREEMENT AND PLAN OF MERGER

         AMENDMENT #1 TO THE  AGREEMENT  AND PLAN OF MERGER,  dated as of August
14, 2006 (the  "AMENDMENT  Agreement"),  between  Aerobic  Creations,  Inc. (the
"SURVIVING CORPORATION"), a corporation organized under the laws of the State of
Delaware  and  Aerobic  Creations,  Inc.  (the  "NON-SURVIVOR"),  a  corporation
organized under the laws of the State of Nevada.  The Surviving  Corporation and
the Non-Survivor are collectively referred to herein as the "CORPORATIONS."

         WHEREAS, the Surviving Corporation and the Non-Survivor entered into an
Agreement  and Plan of Merger  dated as of July 25,  2006  pursuant to which the
Non-Survivor  will merge with and into the Surviving  Corporation  (the "Plan of
Merger");

         WHEREAS, pursuant to Section 14 of the Plan of Merger the Corporations,
by mutual consent of their  respective  Board of Directors,  may amend or modify
the Plan of Merger in such  manner as may be agreed  upon by them in  writing at
any time before or after approval or adoption thereof by the stockholders of the
Non-Survivor; and

         WHEREAS,  the Board of Directors of each of the  Corporations by mutual
consent has determined  that the Effective Time of the Merger (as defined in the
Plan of Merger) shall be amended to a future date rather than the date of filing
of the respective  merger  certificates in the State of incorporation of each of
the Corporations.

         NOW, THEREFORE,  in consideration of the mutual covenants,  agreements,
representations and warranties it is agreed that:

1.  Section 12 of the Plan of Merger is hereby  amended to reflect the change in
the Effective Time of the Merger and as amended it reads as follows:

     12.  The  effective  date of the Merger shall (i) in the State of Nevada be
          the date the Articles of Merger is filed by the  Secretary of State of
          Nevada or such later date as set forth in the  Articles  of Merger and
          (ii) in the State of Delaware be the date the Certificate of Merger is
          filed by the  Secretary of State of Delaware or such later date as set
          forth  in the  Certificate  of  Merger  (the  "EFFECTIVE  TIME  OF THE
          MERGER").

2. This Amendment Agreement may be executed in counterparts,  each of which when
so  executed  shall be deemed to be an  original,  and such  counterparts  shall
together constitute but one and the same instrument.

                           [SIGNATURE PAGE TO FOLLOW]

<PAGE>

         IN WITNESS WHEREOF, pursuant to the general approval and authority duly
given by resolutions  adopted by their respective  Boards of Directors,  each of
the  Corporations  has caused this Amendment  Agreement to be executed by a duly
authorized officer.


                               AEROBIC CREATIONS, INC., A NEVADA CORPORATION


                               By:     /s/ Arnold Kling
                                    -------------------------------------------
                                    Name:  Arnold Kling
                                    Title: President


                               AEROBIC CREATIONS, INC., A DELAWARE CORPORATION


                               By:     /s/ Arnold Kling
                                    -------------------------------------------
                                    Name:  Arnold Kling
                                    Title: President