COMMON STOCK PURCHASE AGREEMENT

         THIS COMMON  STOCK  PURCHASE  AGREEMENT is entered into as of this 14TH
day of June, 2006 (the  "Agreement"),  by and among Bartley J. Loethen  ("BJL"),
BAC Investments,  Inc. ("BAC"),  Kapuha, LLC ("KAP"),Carmella  Investments,  LLC
("Car")  and LI Funding,  LLC ("LI";  BJL,  BAC,  KAP,  Car and LI  collectively
referred to as the "Sellers"),  Aerobic Creations, Inc. (the "Company"),  Arnold
P. Kling ("APK"),  and R&R Biotech  Partners,  LLC ("Rodman," Rodman and APK are
collectively  referred to as the "Purchasers"),  all collectively referred to as
the "Parties".

         WHEREAS,  Sellers own an aggregate of 1,300,000 shares of common stock,
par value $.001 per share, of the Company (the "Shares") and,  immediately prior
to the Closing, the Shares will represent approximately 72.2% of the then issued
and outstanding shares of Common Stock of the Company: and

         WHEREAS,  the Purchasers  desire to purchase from the Sellers,  and the
Sellers desire to sell to the  Purchasers,  all of the Shares upon the terms and
conditions set forth in this Agreement.


         NOW,  THEREFORE,  in  consideration of the undertakings and commitments
contained herein and other good and valuable  consideration,  the sufficiency of
which is hereby acknowledged, the Parties agree as follows:

                                    ARTICLE 1
                               SALE OF THE SHARES

         Section 1.1 SALE OF THE SHARES. Subject to the terms and conditions set
forth in this  Agreement,  Sellers  agree to sell,  transfer  and  assign to the
Purchasers and the Purchasers agree to purchase from the Sellers, the Shares, in
exchange for an aggregate  purchase price (the "Purchase  Price")  consisting of
(i) $400,000 in cash and (ii) shares of Common Stock of the Company  which shall
represent on a fully diluted basis, (after giving effect to any shares of Common
Stock  (including any shares issuable  pursuant to any  convertible  securities)
being issued in conjunction with certain events  described below,  including any
financing  thereof)  (the "Trigger  Shares")  $625,000 in value  determined  and
delivered  as of the  earlier to occur of the  following  events  (the  "Trigger
Event"); (i) an equity financing, or series of equity financings, yielding gross
proceeds to the Company of a minimum of $15,000,000 or (ii)  consummation of the
Merger  with an  operating  business  as set forth in  Section  3.20,  PROVIDED,
HOWEVER,  that in the event that the  Trigger  Event  specified  in (i) and (ii)
occur within 15 days of each other,  then the number of Trigger  Shares shall be
determined as of the later of such Trigger  Events.  The Company shall issue the
Trigger Shares to the Sellers upon the date of the Trigger  Event.  For purposes
of this section,  value per share shall mean the price per share of Common Stock
or  common  stock  equivalents  in any  equity  financing  or  series  of equity
financings  referred  to above or the price per share of Common  Stock or common
stock  equivalents  attributed  to the  Merger  as  determined  by the  Board of
Directors of the Company in good faith, and consistent with the valuation of the
Merger.

         Section 1.2       ALLOCATION OF SHARES.  The  proportion of the  Shares
purchased by each Purchaser shall be as set forth on the signature page hereto.


<PAGE>

         Section 1.3       PURCHASE PRICE.

         (a) The cash portion of the Purchase Price shall be paid to the Sellers
by certified bank check or by wire transfer at the Closing (as defined below).

         (b) The Trigger Shares shall be issued to the Sellers contemporaneously
with the closing of a Trigger Event as set forth in Section 1.1 above.

                                    ARTICLE 2
                              CLOSING AND DELIVERY

         Section 2.1 CLOSING DATE.  Upon the terms and subject to the conditions
set forth herein,  the  consummation of the purchase and sale of the Shares (the
"Closing")  shall  be  held  at such  date  (the  "Closing  Date")  and  time as
determined at the mutual discretion of the Sellers and the Purchasers; PROVIDED,
HOWEVER, that the Closing shall occur no later than ten (10) business days after
the  conditions  precedent  contained  in Article 7 herein  have been  satisfied
(which the Parties  hereto  agree shall not be later than June 30, 2006  (unless
extended as provided for herein). The Closing shall take place at the offices of
Purchaser's  counsel Morse  Zelnick Rose & Lander,  LLP, 405 Park Avenue - Suite
1401,  New York, NY 10022,  or by the exchange of documents and  instruments  by
mail,  courier,  telecopy and wire transfer to the extent mutually acceptable to
the parties hereto.

         Section 2.2       DELIVERY AT CLOSING.

         At the Closing:

         (a) The Sellers  shall  deliver to the  Purchasers  stock  certificates
representing the Shares. The certificates  representing the Shares shall be duly
endorsed for transfer to the Purchasers, as applicable,  and accompanied by, (i)
if required by the Company's  transfer agent,  an opinion of counsel  reasonably
acceptable to the Company,  the Purchasers and the Company's  transfer agent and
(ii) stock powers with medallion  signature  guarantees or other  instruments of
transfer duly executed to the Purchasers; and

         (b) The Purchasers  shall transfer the aggregate  Purchase Price to the
Sellers in the form of certified bank check or wire transfer.

                                    ARTICLE 3
            REPRESENTATIONS AND WARRANTIES OF SELLERS AND THE COMPANY

         Sellers and the Company jointly and severally  represent and warrant to
the Purchasers that:

         Section 3.1  EXISTENCE  AND POWER.  The Company is a  corporation  duly
incorporated,  validly existing and in good standing under the laws of the State
of  Nevada  and  has  all  corporate  powers  and  all  governmental   licenses,
authorizations,  permits,  consents  and  approvals  required  to  carry  on its
business as now conducted.  Each Seller, except for BJL who is an individual, is
an entity either duly  incorporated or duly formed,  as the case may be, validly
existing  and in good  standing  under  the  laws  of its  respective  state  of
incorporation or formation, and has all corporate



                                       2
<PAGE>

powers and all  governmental  licenses,  authorizations,  permits,  consents and
approvals  required to carry on its business as now  conducted.  The Company has
heretofore  delivered to the Purchasers true and complete copies of the Articles
of Incorporation, as amended, and Bylaws, each as currently in effect.

         Section 3.2 AUTHORIZATION;  NO AGREEMENTS. The execution,  delivery and
performance  by each of the Sellers of this  Agreement,  the  performance of its
obligations  hereunder,  and the consummation of the  transactions  contemplated
hereby are within the Sellers' powers.  This Agreement has been duly and validly
executed  and  delivered  by the  Sellers  and is a  legal,  valid  and  binding
obligation of each Seller,  enforceable against it in accordance with its terms.
The execution, delivery and performance by each of the Sellers of this Agreement
does not violate any  contractual  restriction  contained in any agreement  that
binds or affects or purports to bind or affect any of the  Sellers.  Sellers are
not a party to any agreement, written or oral, creating rights in respect of any
of such  Shares in any third  party or  relating  to the  voting of the  Shares.
Sellers  are the  lawful  owner of the  Shares,  free and clear of all  security
interests,  liens,  encumbrances,  equities and other charges.  Sellers  further
represent  that they do not  beneficially  own any  options or warrants or other
rights to  purchase  shares of Common  Stock.  At the  Closing  there will be no
outstanding  or  authorized  options,   warrants,  rights,  calls,  commitments,
conversion  rights,  rights of exchange or other  agreements  of any  character,
contingent or otherwise,  providing for the purchase, issuance or sale of any of
the Shares,  or any arrangements  that require or permit any of the Shares to be
voted by or at the discretion of anyone other than the Sellers, and there are no
restrictions  of any kind on the  transfer  of any of the Shares  other than (a)
restrictions on transfer  imposed by the Securities Act of 1933, as amended (the
"Securities  Act") and (b)  restrictions on transfer imposed by applicable state
securities or "blue sky" laws.

         Section 3.3       CAPITALIZATION.

         (a) The authorized capital stock of the Company consists of 100,000,000
shares of common stock,  with a $0.001 par value per share;  there are 1,800,000
shares of common stock issued and  outstanding as of the Closing Date, and there
are approximately 22 shareholders of record holding the common stock.  There are
no shares of  preferred  stock  authorized,  issued or  outstanding.  All of the
issued and  outstanding  shares of capital  stock of the Company  have been duly
authorized and validly issued and are fully paid and nonassesasable.  All of the
issued and outstanding shares of capital stock of the Company have been offered,
issued and sold by the Company in  compliance  with all  applicable  federal and
state  securities  laws. 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 hereby. Except as a result of the purchase and sale of
the  Shares,  there  are no  outstanding  options,  warrants,  script  rights to
subscribe to, calls or commitments of any character  whatsoever  relating to, or
securities,  rights or obligations,  convertible  into 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 is or may become bound to issue  additional  shares of Common Stock,  or
securities or rights  convertible or  exchangeable  into shares of Common Stock.
The  issuance  and sale of the Shares  will not  obligate  the  Company to issue
shares  of  Common  Stock or other  securities  to any  Person  (other  than the
Purchaser)  and shall not result in a right of any holder of Company  securities
to  adjust  the  exercise,  conversion,  exchange  or  reset  price  under  such
securities.



                                       3
<PAGE>

         (b) There are no outstanding  obligations,  contingent or otherwise, of
the Company to redeem,  purchase or otherwise acquire any capital stock or other
securities of the Company.

         (c)  There  are no  shareholder  agreements,  voting  trusts  or  other
agreements  or  understandings  to which  Sellers  are a party  or by which  the
Sellers are bound  relating to the voting of any shares of the capital  stock of
the Company.

         (d) The Shares shall be duly authorized for issuance, when delivered in
accordance with the terms of this Agreement,  and shall be validly issued, fully
paid and  nonassessable  and the transfer of said Shares shall not be subject to
any preemptive or other similar right.

         Section 3.4       SUBSIDIARIES.

         The Company has no subsidiaries  and does not own or control,  directly
or indirectly, any shares of capital stock of any corporation or any interest in
a partnership,  limited liability company, joint venture, or other non-corporate
business enterprise.

         Section 3.5       FINANCIAL STATEMENTS.

         a) SEC REPORTS; FINANCIAL STATEMENTS. The Company has filed all reports
required to be filed by it under the Securities Act and the Securities  Exchange
Act of 1934,  as amended (the  "Exchange  Act"),  including  pursuant to Section
13(a) or 15(d) of the Exchange  Act,  since 2005 as a public  reporting  company
(the  foregoing  materials  being  collectively   referred  to  herein  as  "SEC
Reports"),  including the annual report on Form 10-KSB for the fiscal year ended
December 31, 2005 and the  quarterly  report on Form 10-QSB for the period ended
March 31, 2006. The Seller has identified and made available to the Purchasers a
copy of all SEC  Reports  filed  within the 10 days  preceding  the date of this
Agreement.  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 Securities and Exchange Commission (the
"Commission")  promulgated  thereunder,  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 applicable accounting  requirements and 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 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.

         (b) Except as set forth in its Form  10-KSB  for the fiscal  year ended
December  31,  2005,  the  Company  has not been  engaged in any other  business
activity since January 1, 2005.

         (c) Since the date of the  filing of its annual  report on Form  10-KSB
for the period ended December 31, 2005, except as specifically  disclosed in the
SEC Reports: (i) there has been no event, occurrence or development that has had
or that could  result in a Material  Adverse  Effect;  (ii) the  Company has not
incurred any liabilities (contingent or otherwise) or amended of



                                       4
<PAGE>

any material term of any outstanding security; (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;  (v) the  Company  has not issued any
equity securities to any officer, director or Affiliate of the Company; (vi) the
Company has not made any loan, advance or capital contributions to or investment
in any Person; (vii) the Company has not, except for the sale of the Subsidiary,
entered into any  transaction  or commitment  made, or any contract or agreement
entered  into,  relating  to its  business or any of its assets  (including  the
acquisition  or  disposition  of, or  creation  of a lien on, any assets) or any
relinquishment by the Company of any contract or other right; (viii) the Company
has not  granted  any  severance  or  termination  pay to any  current or former
director,  officer or employee thereof,  or increased the benefits payable under
any existing  severance or termination pay policies or employment  agreements or
entered into any employment,  deferred  compensation or other similar  agreement
(or any  amendment to any such  existing  agreement)  with any current or former
director,  officer  or  employee  of the  Company;  (ix)  the  Company  has  not
established,  adopted or amended  (except as  required  by  applicable  law) any
collective  bargaining,  bonus,  profit sharing,  thrift,  pension,  retirement,
deferred  compensation,  compensation,  stock option,  restricted stock or other
benefit plan or arrangement covering any current or former director,  officer or
employee thereof;  (x) the Company has not increased the compensation,  bonus or
other  benefits  payable or  otherwise  made  available to any current or former
director,  officer or employee of the Company; (xi) the Company has not made any
tax election or any  settlement or compromise  of any tax  liability,  in either
case that is material to or entered into any  transaction  by the Company not in
the ordinary course of business.

         Section 3.6 NO LIABILITIES OR DEBTS.  The Company is not a guarantor of
any  indebtedness  of any other  person,  firm or  corporation,  and,  except as
disclosed on the Financial Statements,  there are no liabilities or debts of the
Company  of  any  kind  whatsoever,   whether  accrued,  contingent,   absolute,
determined,  determinable  or  otherwise,  and there is no  existing  condition,
situation or set of  circumstances  which could reasonably be expected to result
in such a liability or debt.

         Section 3.7 LITIGATION. There is no action, suit, investigation,  audit
or  proceeding  pending  against,  or to  the  best  knowledge  of  the  Company
threatened against or affecting,  the Company or any of its assets or properties
before any court or arbitrator or any governmental body, agency or official. The
Company is not subject to any outstanding judgment, order or decree. Neither the
Company,  nor any officer, key employee or 5% stockholder of the Company in his,
her or its  capacity as such,  is in default  with  respect to any order,  writ,
injunction,  decree, ruling or decision of any court,  commission,  board or any
other government  agency.  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.

         Section 3.8 TAXES.  The Company has (i) duly filed with the appropriate
taxing  authorities  all tax returns  required to be filed by or with respect to
its  business,  or are properly on extension and all such duly filed tax returns
are true, correct and complete in all material respects and (ii) paid in full or
made adequate  provisions for on its balance sheet (in accordance with GAAP) all
Taxes shown to be due on such tax returns. There are no liens for taxes upon the
assets of the Company,  except for statutory liens for current taxes not yet due
and  payable  or which  may  thereafter  be paid  without  penalty  or are being
contested in good faith.  The Company has not  received any notice of audit,  is
not undergoing any audit of its tax returns, or



                                       5
<PAGE>

has received any notice of deficiency or  assessment  from any taxing  authority
with  respect to  liability  for taxes  which has not been fully paid or finally
settled.  There have been no waivers of statutes of  limitations  by the Company
with  respect to any tax  returns.  The Company has not filed a request with the
Internal Revenue Service for changes in accounting methods within the last three
years which change would affect the  accounting  for tax  purposes,  directly or
indirectly, of its business. The Company has not executed an extension or waiver
of any statute of  limitations  on the assessment or collection of any taxes due
(excluding such statutes that relate to years currently under examination by the
Internal  Revenue  Service  or  other  applicable  taxing  authorities)  that is
currently in effect.

         Section 3.9 INTERNAL ACCOUNTING  CONTROLS;  SARBANES-OXLEY ACT OF 2002.
To the best of its knowledge, the Company is in compliance with the requirements
of the  Sarbanes-Oxley  Act of 2002 applicable to it as of the date hereof.  The
Company  has  established  disclosure  controls  and  procedures  (as defined in
Exchange Act Rules  13a-15(e) and  15d-15(e))  for the Company and designed such
disclosures controls and procedures to ensure that material information relating
to the Company,  is made known to the certifying officers by others within those
entities,  particularly  during the period in which the Company's Form 10-KSB or
10-QSB, as the case may be, is being prepared. The Company's certifying officers
have evaluated the effectiveness of the Company's  controls and procedures as of
the date of its most recently filed periodic  report (such date, the "Evaluation
Date").  The Company  presented in its most recently filed  periodic  report the
conclusions of the certifying officers about the effectiveness of the disclosure
controls and procedures  based on their  evaluations as of the Evaluation  Date.
Since the  Evaluation  Date,  there  have  been no  significant  changes  in the
Company's  internal  controls  (as  such  term  is  defined  in Item  307(b)  of
Regulation S-K under the Exchange Act) or, to the Company's knowledge,  in other
factors that could  significantly  affect the Company's internal  controls.  The
Company's  auditors,  at all relevant  times,  have been duly registered in good
standing with the Public Company Accounting Oversight Board.

         Section 3.10 NO BROKERS.  No brokerage or finder's fees or  commissions
are or will be  payable  by the  Sellers  to any  broker,  financial  advisor or
consultant,  finder,  placement agent,  investment banker,  bank or other Person
with respect to the  transactions  contemplated by this Agreement except for MBA
Investors, Ltd., a Florida corporation,  which will be paid a finders fee by the
Company,  in the amount of $25,000,  payable in shares of Common  Stock from the
Trigger Shares to be issued  pursuant to Section 1.1 above.  The Company has not
taken any action that would cause any  Purchasers to be liable for any such fees
or commissions.  The Company and Sellers agree that the Purchasers shall have no
obligation  with respect to any fees or with respect to any claims made by or on
behalf of any  Person  for fees of the type  contemplated  by this  Section  and
Sellers shall  indemnify and hold  Purchasers  harmless from any fees,  costs or
liabilities of any kind incurred by Purchasers in connection therewith.

         Section 3.11  DISCLOSURE.  The Company and Sellers confirm that neither
they,  nor any other  Person  acting on their  behalf  has  provided  any of the
Purchasers or its agents or counsel with any  information  that  constitutes  or
might constitute  material,  nonpublic  information  concerning the Company. The
Company and Sellers  understand and confirm that the Purchasers will rely on the
foregoing  representations  in  effecting  transactions  in  securities  of  the
Company.  All disclosure provided to the Purchasers  regarding the Company,  its
business and the transactions  contemplated  hereby furnished by or on behalf of
the Company with respect to the  representations  and warranties made herein are
true and correct with respect to such  representations and warranties and do not
contain any untrue statement of a material fact or omit



                                       6
<PAGE>

to state  any  material  fact  necessary  in order to make the  statements  made
therein,  in  light  of the  circumstances  under  which  they  were  made,  not
misleading.  The Company and Sellers  acknowledge  and agree that the Purchasers
have not made, nor are the Purchasers making, any  representations or warranties
with  respect  to  the  transactions   contemplated   hereby  other  than  those
specifically set forth herein.

         Section 3.12 NO CONFLICTS.  The execution,  delivery and performance of
this Agreement and the transactions contemplated hereby do not and will not: (i)
conflict with or violate any provision of the Company's  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 debt or otherwise) or other  understanding  to
which the Company is a party or by which any property or asset of the Company 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 is subject  (including  federal and
state securities laws and regulations), or by which any property or asset of the
Company is bound or affected.

         Section 3.13 FILINGS,  CONSENTS AND APPROVALS.  Neither the Sellers nor
the Company are 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 of this Agreement.

         Section 3.14 NO DISAGREEMENTS  WITH ACCOUNTANTS AND LAWYERS.  There are
no disagreements of any kind presently  existing,  or reasonably  anticipated by
the Sellers to arise, between the accountants, and lawyers formerly or presently
employed by the  Company,  and the Company is current  with  respect to any fees
owed to its accountants and lawyers.

         Section 3.15 COMPLIANCE. The Company: (i) is not 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
under),  nor has the  Company  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 not in  violation  of any order of any  court,  arbitrator  or
governmental body and (iii) is not and has not been in violation of any statute,
rule or regulation of any governmental authority.

         Section 3.16  TRANSACTIONS  WITH  AFFILIATES AND  EMPLOYEES.  Except as
required to be set forth in the SEC  Reports,  none of the officers or directors
of the Company and, to the knowledge of the Sellers,  none of the  Affiliates or
employees  of the  Company  is  presently  a party to any  transaction  with the
Company  (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.

         Section  3.17  ASSETS.  Except  as set  forth in the SEC  Reports,  the
Company has no



                                       7
<PAGE>

assets, including, without limitation, goodwill, assets, real property, tangible
personal  property,  intangible  personal  property,  rights and benefits  under
contracts  and cash,  as to which  there  will be no  distribution  prior to the
Closing  Date.  All  Company  leases for real or personal  property  are in good
standing,  valid and effective in accordance with their  respective  terms,  and
there is not under any of such leases, any existing material default or event of
default (or event which with notice or lapse of time, or both,  would constitute
a material default).

         Section 3.18 INVESTMENT COMPANY/INVESTMENT ADVISOR. The business of the
Company  does not  require  it to be  registered  as an  investment  company  or
investment  advisor,  as such terms are defined under the Investment Company Act
and the Investment Advisors Act of 1940.

         Section  3.19  INFORMED  DECISION.  Sellers are aware of the  Company's
business  affairs  and  financial  condition  and has  reached an  informed  and
knowledgeable decision to sell the Shares.

         Section 3.20 CONSUMMATION OF A MERGER TRANSACTION.  Sellers acknowledge
that it is the intention of the Purchasers,  upon completion of the transactions
contemplated  hereby,  to cause at some future date the Company to  consummate a
merger or  business  combination  with one or more as yet  unidentified  private
operating companies  (collectively the "Merger") subsequent to the Closing Date.
Sellers further  acknowledge that upon  consummation of a Merger, it is probable
that each Share will increase in value, possibly substantially.

         Section  3.21  LISTING ON THE OTCBB.  The Common  Stock is approved for
listing and quoted on the Over-The-Counter  Bulletin Board (the "OTCBB") and the
Company has and  continues to satisfy all of the  requirements  of the OTCBB for
such listing and for the trading of its Common Stock thereunder. Sellers and the
Company have not been informed,  nor have knowledge,  that the NASD or any other
regulatory  agency will take  action to cease the  Company's  Common  Stock from
being quoted on the OTCBB.

                                    ARTICLE 4
                        REPRESENTATIONS OF THE PURCHASERS

         Each  Purchaser  jointly and severally  represents  and warrants to the
Sellers, as follows:

         Section  4.1  EXECUTION  AND  DELIVERY.  The  execution,  delivery  and
performance by the Purchasers of this Agreement is within  Purchaser's power and
does not (i) violate any  contractual  restriction  contained  in any  agreement
which binds or affects or purports to bind or affect the Purchaser; (ii) require
any  filing  with,  or  permit,  authorization,  consent  of  approval  of,  any
Governmental  entity,  except for the filings  required to be filed with the SEC
pursuant to the execution of this Agreement.

         Section 4.2 BINDING EFFECT. This Agreement, when executed and delivered
by the Purchaser shall be irrevocable  and will constitute the legal,  valid and
binding  obligations  of the  Purchaser  enforceable  against the  Purchaser  in
accordance  with its terms,  except as may be limited by applicable  bankruptcy,
insolvency,   moratorium  and  other  laws  of  general  application   affecting
enforcement  of  creditors'  rights  generally or general  principles  of equity
(regardless  of whether such  enforceability  is  considered  in a proceeding in
equity or at law).



                                       8
<PAGE>

         Section 4.3 INVESTMENT  PURPOSE.  The Purchaser hereby  represents that
he/it is  purchasing  the Shares for his/its own account,  with the intention of
holding the Shares,  with no present intention of dividing or allowing others to
participate  in this  investment  or of reselling  or  otherwise  participating,
directly or indirectly,  in a distribution of the Shares, and shall not make any
sale, transfer,  or pledge thereof without registration under the Securities Act
and any  applicable  securities  laws of any  state  unless  an  exemption  from
registration  is available  under those laws. The Shares  delivered to Purchaser
shall bear a restrictive  legend  indicating  that they have not been registered
under the Securities Act of 1933 and are "restricted securities" as that term is
defined in Rule 144 under the Act.

         Section 4.4 INVESTMENT REPRESENTATION. The Purchaser represents that he
has  adequate  means of  providing  for its  current  needs  and has no need for
liquidity in this investment in the Shares.  Purchaser  represents that he/it is
an  "accredited  investor" as defined in Rule 501(a) of Regulation D promulgated
under the Securities  Act.  Purchaser is  financially  able to bear the economic
risk of this investment,  including the ability to hold the Shares  indefinitely
or to afford a complete loss of his/its investment in the Shares.

         Section  4.5  INVESTMENT  EXPERIENCE.   Purchaser  such  knowledge  and
experience in financial, tax and business matters as to be capable of evaluating
the merits and risks of the  purchase of the  Shares,  and of making an informed
investment decision with respect thereto.

         Section  4.6  OPPORTUNITY  TO  INQUIRE  AND  ASK  QUESTIONS.  Purchaser
confirms  that, in making its decision to purchase the Shares it has relied upon
independent   investigations  made  by  Purchaser  or  by  its  representatives,
including its own  professional  tax and other advisers and that Purchasers have
had a full and fair  opportunity  to examine all documents and to make inquiries
about the terms and  conditions of this  Agreement,  to discuss the same and all
related matters with its own independent counsel and its own accountants and tax
advisers.  Purchaser  has been given the  opportunity  to ask  questions of, and
receive  answers  from  Sellers  concerning  the  terms and  conditions  of this
Agreement and to obtain such additional written information about the Company to
the  extent  Sellers  possess  such   information  or  can  acquire  it  without
unreasonable effort or expense.

         Section 4.7 TRIGGER SHARES.  The Trigger Shares of the Company shall be
duly authorized for issuance when delivered in accordance with the terms of this
Agreement,  and shall be validly issued,  fully paid and  nonassessable  and the
issuance of said shares shall not be subject to any  preemptive or other similar
right, and shall represent $625,000 in value determined on a fully diluted basis
as of the  completion  of the Trigger  Event (after  giving effect to any shares
being issued in conjunction with such Trigger Event).

                                    ARTICLE 5
                            COVENANTS OF THE COMPANY

         Section 5.1 PUBLIC COMPANY  STATUS.  The Company shall make any and all
required  filings under the Exchange Act so that it remains a reporting  company
under the Exchange Act and its Common  Stock  continues to be a publicly  traded
security.  The Company shall, to the best of its ability, cause its Common Stock
to continue to be approved for listing on the OTCBB.

         Section  5.2  FINANCIAL  CONDITION  AS OF THE CLOSING  DATE.  As of the
Closing Date,  the Company shall not be a guarantor of any  indebtedness  of any
other person, firm or corporation,



                                       9
<PAGE>

and,  there  shall  be no  liabilities  or  debts  of the  Company  of any  kind
whatsoever, whether accrued, contingent,  absolute, determined,  determinable or
otherwise, and there is no existing condition, situation or set of circumstances
which could reasonably be expected to result in such a liability or debt.

         Section  5.3  PIGGY-BACK  REGISTRATION.  If at any time  following  the
Closing  Date,  the  Company  shall  determine  to  prepare  and  file  with the
Commission a registration  statement relating to an offering for its own account
or the  account  of  others  under  the  Securities  Act  of  any of its  equity
securities  (a  "Registration  Statement"),  other  than on Form S-4 or Form S-8
(each as promulgated  under the Securities  Act), then the Company shall send to
Purchasers a written  notice of such  determination  and, if within fifteen (15)
days after the date of such notice,  Purchasers shall so request in writing, the
Seller  shall  include in such  Registration  Statement  all or any part of such
Shares.  If the  Registration  Statement  is being  filed  pursuant to a written
agreement  obligating  the  Company to file same (a  "Registration  Agreement"),
Purchasers  requesting to be included in such  Registration  Statement  shall be
entitled to receive all notices and documents sent by the Company to the parties
whose securities are being registered pursuant to such Registration Agreement.

                                    ARTICLE 6
                            COVENANTS OF THE PARTIES

         The Parties hereto agree that:

         Section 6.1 PUBLIC ANNOUNCEMENTS.  Each of the Sellers, the Company and
the Purchasers shall consult with each other before issuing any press release or
making any public  statement with respect to this Agreement or the  transactions
contemplated  hereby and,  except as may be required by applicable law, will not
issue any such press  release or make any such  public  statement  prior to such
consultation and without the consent of the other Parties.

         Section 6.2 NOTICES OF CERTAIN EVENTS.  In addition to any other notice
required to be given by the terms of this  Agreement,  each of the Parties shall
promptly notify the other party hereto of:

         (a) any notice or other communication from any Person alleging that the
consent  of such  Person is or may be  required  in  connection  with any of the
transactions contemplated by this Agreement;

         (b)  any  notice  or  other  communication  from  any  governmental  or
regulatory agency or authority in connection with the transactions  contemplated
by this Agreement; and

         (c) any actions, suits, claims, investigations or proceedings commenced
or, to its knowledge  threatened against,  relating to or involving or otherwise
affecting such party that, if pending on the date of this Agreement,  would have
been required to have been disclosed  pursuant to Section 3 or Section 4 (as the
case may be) or that relate to the consummation of the transactions contemplated
by this Agreement.

         Section  6.3  ACCESS  TO  INFORMATION.   Following  the  date  of  this
Agreement,  until  consummation of all  transactions  contemplated  hereby,  the
Sellers and the Company shall give to the Purchasers,  their counsel,  financial
advisers, auditors and other authorized representatives



                                       10
<PAGE>

reasonable  access to the  Company's  offices,  properties,  books and  records,
financial and other data and information as the Purchasers and their  respective
representatives  may reasonably  request for the purpose of performing  in-depth
due diligence.  In this regard,  Purchasers shall cooperate with Sellers and the
Company so as to minimize the impact and  disturbance  of such inquiries and any
sort of due  diligence on the business of the Company.  Any sort of  information
which is disclosed pursuant to this provision shall be kept by Purchasers and/or
any of its  representatives  in strict  confidence and shall not be disclosed to
except to persons  participating in this transaction on their behalf,  including
attorneys,  accountants  and other  advisors,  except that nothing  herein shall
prevent  disclosure or use of any  information  as may be required by applicable
law.

         Section 6.4 COMPANY'S BUSINESS. The Company will not, without the prior
written  consent  of  Purchasers,  (i) make any  material  change in the type or
nature of its  business,  or in the  nature of its  operations,  (ii)  create or
suffer to exist any debt,  other than that  currently  shown in the SEC Reports,
(iii) issue any capital stock or (iv) enter into any new  agreements of any kind
(other  than  those  contemplated  by  this  Agreement)  or  undertake  any  new
obligations or liabilities.

         Section  6.5  REASONABLE  EFFORTS.  Each of the  Parties  will  use its
reasonable  best  efforts to take all action and to do all things  necessary  in
order to consummate and make  effective the  transactions  contemplated  by this
Agreement.


         Section 6.6  CONSENTS OF THIRD  PARTIES.  Each of the Parties will give
any  notices  (and  will  cause its  subsidiary  to give any  notices)  to third
parties,  and will use its reasonable best efforts to obtain (and will cause its
subsidiary  to use its  reasonable  best  efforts  to  obtain)  any third  party
consents,  that the other Parties reasonably may request in connection with this
Agreement.  Each of the Parties will give any notices to, make any filings with,
and use its reasonable best efforts to obtain any authorizations,  consents, and
approvals  of  governments  and  governmental  agencies in  connection  with the
matters in this Agreement.


                                    ARTICLE 7
                              CONDITIONS PRECEDENT

         Section  7.1  CONDITIONS  OF  OBLIGATIONS   OF  THE   PURCHASERS.   The
obligations of the Purchasers are subject to the  satisfaction  of the following
conditions, any or all of which may be waived in whole or in part by Purchasers:

         (a)  REPRESENTATIONS  AND WARRANTIES.  Each of the  representations and
warranties of the Sellers and the Company set forth in this  Agreement  shall be
true and correct in all material  respects as of the date of this  Agreement and
as of the Closing Date as though made on and as of the Closing Date.

           (b)  COMPLIANCE  CERTIFICATE.  The  Chief  Executive  Officer  of the
Company shall deliver to the Purchasers at the Closing a certificate certifying:
(i) that there has been no material  adverse  change in the  business,  affairs,
prospects, operations, properties, assets or conditions of the company since the
date of this Agreement,  except as  contemplated  by this  Agreement;  (ii) that
attached  thereto  is a true and  complete  copy of the  Company's  Articles  of
Incorporation,  as amended,  as in effect at the  Closing;  (iii) that  attached
thereto is a true and  complete  copy of its Bylaws as in effect at the Closing;
and (iv) each of the representations  and warranties of the



                                       11
<PAGE>

Sellers and the Company set forth in this  Agreement are true and correct in all
material respects as of the Closing Date as though made on and as of the Closing
Date.

         (c) GOOD STANDING  CERTIFICATES.  The Company shall have  furnished the
Purchasers  with good standing and existence  certificates  for the Company from
its  jurisdiction  of formation and such other  jurisdictions  as the Purchasers
reasonably request.

         (d)  CERTIFIED  LIST OF  RECORD  HOLDERS.  The  Purchasers  shall  have
received  a current  certified  list from the  Company's  transfer  agent of the
holders of record of the Company's Common Stock.

         (e) BOARD OF DIRECTORS RESOLUTIONS.  The Purchasers shall have received
executed  resolutions  of the Board of  Directors of the Company  approving  the
transactions  contemplated  herein  including  the  resignation  of all  current
directors of the Company, if so requested.

         (f)  PERFORMANCE.  The Sellers and the Company shall have performed and
complied  with all  agreements,  obligations  and  conditions  contained in this
Agreement  that are required to be performed or complied with by it on or before
the Closing.

         (g) LEGAL OPINION. The Company shall deliver an opinion of counsel that
the Shares,  upon delivery to the Purchaser,  will be duly  authorized,  validly
issued, fully-paid and non-assessable.

         Section 7.2 CONDITIONS OF OBLIGATIONS OF THE SELLERS.  The  obligations
of the  Sellers to effect the sale of the  Shares are  subject to the  following
conditions,  any or all of  which  may be  waived  in  whole  or in  part by the
Sellers:

         (a)  REPRESENTATIONS  AND WARRANTIES.  Each of the  representations and
warranties  of the  Purchasers  set  forth in this  Agreement  shall be true and
correct in all material  respects as of the date of this Agreement and as of the
Closing Date as though made on and as of the Closing Date.

         (b) COMPLIANCE  CERTIFICATE.  The authorized officer of the Purchasers,
if not an individual, and Purchaser that is an individual, shall each deliver to
the Seller at the Closing a certificate  certifying each of the  representations
and  warranties  of the  Purchasers  set  forth in this  Agreement  are true and
correct in all material respects as of the Closing Date as though made on and as
of the Closing Date.

         (c) PERFORMANCE.  The Purchasers shall have performed and complied with
all agreements,  obligations and conditions contained in this Agreement that are
required to be performed or complied with by it or him on or before the Closing.

         (d) NO LEGAL OBSTACLE. There shall not be any judgment,  order, decree,
stipulation,  injunction,  or charge in effect preventing consummation of any of
the transactions contemplated by this Agreement.



                                       12
<PAGE>

                                    ARTICLE 8
                                   TERMINATION

         Section 8.1       TERMINATION.  This  Agreement may be terminated  and
the  purchase  and sale of the Shares may be  abandoned at any time prior to the
Closing:

         (a) by mutual written consent of the parties hereto;

         (b) by either the Sellers or the  Purchasers  if the Closing  shall not
have occurred on or before June 30, 2006 (unless the failure to  consummate  the
transactions  by such date  shall be due to the  action or failure to act of the
party seeking to terminate this Agreement or regulatory delays);

         (c) by the Purchasers if (i) Sellers shall have failed to comply in any
material  respect with any of the  covenants,  conditions,  terms or  agreements
contained in this  Agreement to be complied with or performed by Sellers;  which
breach  is not  cured  within  ten (10)  days if  capable  of cure;  or (ii) any
representations  and  warranties  of Sellers or the  Company  contained  in this
Agreement shall not have been true when made or on and as of the Closing Date as
if  made on and as of  Closing  Date  (except  to the  extent  it  relates  to a
particular  date);  or (iii)  Purchaser is not satisfied  with its due diligence
review of the Sellers and the Company; or

         (d) by Sellers if (i) the Purchasers shall have failed to comply in any
material  respect with any of the  covenants,  conditions,  terms or  agreements
contained in this  Agreement to be complied with or performed by it; or (ii) any
representations  and  warranties of the  Purchasers  contained in this Agreement
shall not have been true when made or on and as of the Closing Date.

         Section 8.2 EFFECT OF  TERMINATION.  In the event of the termination of
this  Agreement  pursuant  to this  Article 8, all  further  obligations  of the
Parties under this Agreement shall  forthwith be terminated  without any further
liability of any party to the other  parties;  provided,  however,  that nothing
contained in this  Section 8.2 shall  relieve any party from  liability  for any
breach of this Agreement.

         Section 8.3       INDEMNIFICATION

         (a) The Sellers shall indemnify and hold the Purchasers  harmless,  and
shall reimburse  Purchasers for, any loss,  liability,  claim,  damage,  expense
(including, but not limited to, reasonable cost of investigation and defense and
reasonable  attorneys'  fees) or diminution of value  (collectively,  "Damages")
arising  from  or  in  connection   with  (a)  any  inaccuracy  in  any  of  the
representations  and warranties of the Sellers  pursuant to this Agreement or in
any  certificate  delivered by the Sellers  pursuant to this  Agreement,  or any
actions,  omissions or states of facts inconsistent with any such representation
or  warranty,  or (b) any  failure by the  Sellers to perform or comply with any
provision of this  Agreement.  Notwithstanding  any other  provision  stating or
implying otherwise and  notwithstanding  the generality of the above, the amount
of Damages  which the Sellers may be obligated to pay or reimburse the Purchaser
pursuant to the breach or non-performance of the provisions of this Agreement by
the Seller or of any of the transactions contemplated hereby, shall be capped at
an amount of $1,025,000,  regardless of the severity of the egregious  nature of
the breach or  non-performance.  This maximum amount of  indemnified  Damages is
calculated as the aggregate Purchase Price set forth in Section 1.3 above.

         (b) Purchasers shall indemnify and hold the Seller harmless,  and shall
reimburse Seller for any Damages arising from (a) any material inaccuracy in any
of the  representations



                                       13
<PAGE>

and warranties of Purchasers in this Agreement or in any  certificate  delivered
by the  Purchasers  pursuant to this  Agreement,  or any  actions,  omissions or
states of facts  inconsistent with any such  representation or warranty,  or (b)
any failure by the  Purchaser  to perform or comply with any  provision  of this
Agreement.

         Section 8.4 PROCEDURE FOR INDEMNIFICATION. Promptly after receipt by an
indemnified party of notice of the commencement of any action,  such indemnified
party shall, if a claim in respect thereof is to be made against an indemnifying
party  under  such  section,  give  notice  to  the  indemnifying  party  of the
commencement  thereof, but the failure so to notify the indemnifying party shall
not relieve it of any liability that it may have to any indemnified party except
to the extent the defense of such action by the indemnifying party is prejudiced
thereby.  In case any such action shall be brought against an indemnified  party
and it shall give notice to the indemnifying party of the commencement  thereof,
the  indemnifying  party shall be entitled to  participate  therein  and, to the
extent that it shall wish, to assume the defense thereof with counsel reasonable
satisfactory to such  indemnified  party and, after notice from the indemnifying
party to such  indemnified  party  of its  election  so to  assume  the  defense
thereof,  the indemnifying  party shall not be liable to such indemnified  party
under such section for any fees of other counsel or any other expenses,  in each
case  subsequently  incurred by such  indemnified  party in connection  with the
defense  thereof,   other  than  reasonable  costs  of   investigation,   If  an
indemnifying  party assume the defense of such an action,  (a) no  compromise or
settlement  thereof  may be  effected  by the  indemnifying  party  without  the
indemnified  party's consent (which shall not be unreasonable  withheld)  unless
(i) there is no finding or admission of any violation of law or any violation of
the rights of any person which is not fully remedied by the payment  referred to
in  clause  (ii) and no  adverse  effect on any  other  claims  that may be made
against  the  indemnified  party and (ii) the sole  relief  provided is monetary
damages that are paid in full by the  indemnifying  party,  (b) the indemnifying
party shall have no  liability  with  respect to any  compromise  or  settlement
thereof  effected  without its consent (which shall not be reasonably  withheld)
and (c) the indemnified  party will reasonable  cooperate with the  indemnifying
party in the defense of such action. If notice is given to an indemnifying party
of the  commencement  of any  action  and it does not,  within 15 days after the
indemnified party's notice is given, give notice to the indemnified party of its
election to assume the defense thereof, the indemnifying party shall be bound by
any  determination  made in such action or any compromise or settlement  thereof
effected  by  the  indemnified  party.  Notwithstanding  the  foregoing,  if  an
indemnified   party  determined  in  good  faith  that  there  is  a  reasonable
probability  that an  action  may  materially  and  adversely  affect  it or its
affiliated other than as a result of monetary  damages,  such indemnified  party
may, by notice to the indemnifying  party, assume the exclusive right to defend,
compromise or settle such action,  but the indemnifying party shall not be bound
by any  determination  of an action so defended or any  compromise or settlement
thereof effected without its consent (which shall not be unreasonably withheld).

                                    ARTICLE 9
                                  MISCELLANEOUS

         Section 9.1     NOTICES. All notices, requests and other communications
to any party  hereunder  shall be in writing  and either  delivered  personally,
telecopied or sent by certified or registered mail, postage prepaid,



                                       14
<PAGE>



IF TO THE SELLERS:

                           Bartley J. Loethen
                           730 W. Ranbdolph, 6th Floor
                           Chicago, IL 60661

                           Kapuha, LLC
                           Mariana Sosinski, Manager
                           10 Woodmere Court
                           Freehold NJ 07728

                           BAC Investments, Inc.
                           Joe Gatto, President
                           39 David Terrace
                           Norwood MA 02062

                           LI Funding, LLC
                           Alison Winter, Manager
                           1205 Montauk Hwy
                           Oakdale NY 11769

                           Carmella Investments, LLC
                           Lisa Lapomo, Manager
                           PO Box 292
                           Manasquan,  NJ  08736


With a copy to:            Karen A. Batcher, Esq.
                           Batcher, Zarcone & Baker, LLP
                           4252 Bonita Road, #151
                           Bonita, Calif. 91902
                           Fax: (619) 785-6262

IF TO PURCHASERS:          R&R Biotech Partners, LLC
                           c/o Rodman & Renshaw Holding, LLC
                           1270 Avenue of Americas - 16th Floor
                           New York, New York 10020
                           Attention: Tom Pinou, CFO
                           Fax: (212) 356-0536

                           and

                           Arnold P. Kling
                           712 Fifth Avenue - 11th Floor
                           New York, New York 10019
                           Fax: (212) 713-1818



                                       15
<PAGE>

With a copy to:            Morse Zelnick Rose & Lander, LLP
                           405 Park Avenue - Suite 1401
                           New York, New York 10022
                           Attention: Kenneth  Rose, Esq.
                           Fax: (212) 838-9190



IF TO THE COMPANY:         Aerobic Creations, Inc.
                           201-15225 Thrift Avenue
                           White Rock, British Columbia
                           Canada, V4B 2K9


With a copy to:            Karen A. Batcher, Esq.
                           Batcher, Zarcone & Baker, LLP
                           4252 Bonita Road, #151
                           Bonita, Calif. 91902
                           Fax: (619) 789-6262

or such other address or fax number as such party may hereafter  specify for the
purpose by notice to the other Parties  hereto.  All such notices,  requests and
other  communications  shall be deemed received on the date delivered personally
or by overnight delivery service or telecopied or, if mailed,  five (5) business
days  after the date of  mailing  if  received  prior to 5 p.m.  in the place of
receipt and such day is a business day in the place of receipt.  Otherwise,  any
such notice,  request or communication shall be deemed not to have been received
until the next succeeding business day in the place of receipt.

         Section 9.2       AMENDMENTS; NO WAIVERS.

         (a) Any  provision  of this  Agreement  with  respect  to  transactions
contemplated  hereby may be amended or waived if, but only if, such amendment or
waiver is in writing and is signed,  in the case of an amendment,  by the Seller
and Purchasers; or in the case of a waiver, by the party against whom the waiver
is to be effective.

         (b) No failure or delay by any party in exercising any right,  power or
privilege  hereunder  shall operate as a waiver  thereof nor shall any single or
partial  exercise  thereof preclude any other or further exercise thereof or the
exercise of any other right, power or privilege.  The rights and remedies herein
provided  shall be  cumulative  and not  exclusive  of any  rights  or  remedies
provided by law.

         Section  10.3  FEES  AND  EXPENSES.  Whether  or  not  the  Closing  is
consummated,  each of the Parties  will pay all of its own legal and  accounting
fees and other  expenses  incurred in the  preparation  and  negotiation of this
Agreement and the performance of the terms and provisions of this Agreement.

         Section 10.4  SUCCESSORS AND ASSIGNS.  The provisions of this Agreement
shall be binding  upon and inure to the benefit of the Parties  hereto and their
respective successors and assigns; provided that Purchasers shall have the right
to assign this Agreement to an affiliate of



                                       16
<PAGE>

such  Purchasers  and no other party  hereto may assign,  delegate or  otherwise
transfer  any of its rights or  obligations  under this  Agreement  without  the
consent of each other party hereto, but any such transfer or assignment will not
relieve the appropriate party of its obligations hereunder.

         Section 10.5  GOVERNING  LAW. This  Agreement  shall be governed by and
construed in accordance  with the laws of the State of New York,  without giving
effect to the principles of conflicts of law thereof.

         Section 10.6  JURISDICTION.  Any suit, action or proceeding  seeking to
enforce any provision of, or based on any matter arising out of or in connection
with, this Agreement or the transactions  contemplated  hereby may be brought in
any  federal  or  state  court  located  in the  City of New  York,  Borough  of
Manhattan,  and each of the parties hereto consents to the  jurisdiction of such
courts (and of the  appropriate  appellate  courts  therefrom) in any such suit,
action or proceeding and irrevocably  waives, to the fullest extent permitted by
law, any objection which it may now or hereafter have to the laying of the venue
of any such suit,  action or proceeding in any such court or that any such suit,
action or  proceeding  which is brought in any such court has been brought in an
inconvenient forum. Process in any such suit, action or proceeding may be served
on any party anywhere in the world,  whether within or without the  jurisdiction
of any such  court.  Without  limiting  the  foregoing,  each party  agrees that
service of process on such  party as  provided  in Section  10.1 shall be deemed
effective  service of process on such party.  Each party hereto  (including  its
affiliates,  agents,  officers,  directors and employees) 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.

         Section 10.7 COUNTERPARTS;  EFFECTIVENESS. This Agreement may be signed
in any number of counterparts, each of which shall be an original, with the same
effect as if the  signatures  thereto and hereto were upon the same  instrument.
This  Agreement  shall  become  effective  when each party  hereto has  received
counterparts  hereof  signed by all of the other  parties.  No provision of this
Agreement  is intended to confer upon any Person  other than the parties  hereto
any rights or remedies under this Agreement.

         Section 10.8 ENTIRE AGREEMENT. This Agreement and the attached Exhibits
and Schedules  constitute the entire agreement  between the parties with respect
to the subject matter of this Agreement and supersedes all prior  agreements and
understandings,  both oral and written,  between the parties with respect to the
subject matter of this Agreement.

         Section 10.9  CAPTIONS.  The captions are included for  convenience  of
reference only and shall be ignored in the  construction  or  interpretation  of
this Agreement.

         Section  10.10  SEVERABILITY.  If  any  term,  provision,  covenant  or
restriction  of this Agreement is held by a court of competent  jurisdiction  or
other  authority  to be invalid,  void or  unenforceable,  the  remainder of the
terms, provisions,  covenants and restrictions of this Agreement shall remain in
full force and effect and shall in no way be affected,  impaired or  invalidated
so long as the  economic or legal  substance  of the  transactions  contemplated
hereby is not affected in any manner  materially  adverse to any  parties.  Upon
such a  determination,  the parties shall negotiate in good faith to modify this
Agreement so as to effect the original intent of



                                       17
<PAGE>

the  parties as closely as possible  in an  acceptable  manner in order that the
transactions  contemplated hereby are consummated as originally  contemplated to
the fullest extent possible.

         Section  10.11  SPECIFIC  PERFORMANCE.  The parties  hereto  agree that
irreparable  damage would occur in the event any provision of this Agreement was
not  performed in  accordance  with the its terms and that the parties  shall be
entitled to specific  performance  of the terms of this Agreement in addition to
any other remedy to which they are entitled at law or in equity.

         Section 10.12     DEFINITION AND USAGE.

                  "Indebtedness"  shall mean (a) any  liabilities  for  borrowed
money or amounts owed, (b) all  guaranties,  endorsements  and other  contingent
obligations, whether or not the same are or should be reflected in the Company's
balance  sheet  or the  notes  thereto,  except  guaranties  by  endorsement  of
negotiable  instruments  for deposit or  collection  in the  ordinary  course of
business,  and (c) the present value of any lease payments under leases required
to be capitalized in accordance with GAAP.

                  "Material  Adverse  Effect" means any effect or change that is
or would be materially adverse to the business,  operations,  assets, prospects,
condition  (financial  or otherwise) or results of operations of the Company and
any of its subsidiaries, taken as a whole.

                  "Person"  means  an  individual,   corporation,   partnership,
limited liability company,  association,  trust or other entity or organization,
including a government or political  subdivision or an agency or instrumentality
of the foregoing.

                  "Taxes" means any and all federal,  state,  local,  foreign or
other  taxes  of any  kind  (together  with  any  and all  interest,  penalties,
additions to tax and additional amounts imposed with respect thereto) imposed by
any taxing authority,  including,  without limitation, taxes or other charges on
or with  respect  to  income,  franchises,  windfall  or  other  profits,  gross
receipts,  sales,  use,  capital stock,  payroll,  employment,  social security,
workers'  compensation,  unemployment  compensation,  or net worth, and taxes or
other charges in the nature of excise, withholding, ad valorem or value added.



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                                       18
<PAGE>

         IN WITNESS WHEREOF,  each of the following  individuals has caused this
Agreement to be signed, and each party that is not an individual has caused this
Agreement to be duly executed under seal by its respective  authorized officers,
all as of the day and year first above written.


SELLERS:

/s/BARTLEY J. LOETHEN
--------------------------------
  BARTLEY J. LOETHEN


KAPUHA, LLC


By:     /s/ Mariana Sosinski
   --------------------------
Name:   Mariana Sosinski
Title:  Manager


BAC INVESTMENTS, INC.


By:     /s/ Joe Gatto
   -------------------
Name:   Joe Gatto
Title:  President


LI FUNDING, LLC


By:     /s/ Alison Winter
   -----------------------
Name:   Alison Winter
Title:  Manager


CARMELLA INVESTMENTS, LLC


By:     /s/ Lisa Lapomo
   --------------------
Name:   Lisa Lapomo
Title:  Manager


THE COMPANY:

AEROBIC CREATIONS, INC.

By:     /s/ Bartley J. Loethen
   ---------------------------
Name:   Bartley J. Loethen
Title:  Chief Executive Officer and Sole Director




                                       19
<PAGE>

PURCHASERS:

R&R BIOTECH PARTNERS LLC                    PORTION OF SHARES PURCHASED
                                            ---------------------------

By:     /s/ Thomas Pinou
   ---------------------
Name:   Thomas Pinou                                    80%
Title:  Chief Financial Officer


ARNOLD P. KLING

                                                        20%
/s/ Arnold P. Kling
-------------------