AGREEMENT AND PLAN OF MERGER

         AGREEMENT  AND PLAN OF MERGER,  dated as of July 25, 2006 (the "PLAN OF
MERGER"),  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  is a  corporation  duly
organized  and  existing  under the laws of the State of  Delaware,  having been
formed on July 13, 2006,  pursuant to a Certificate of Incorporation  filed with
the State of Delaware;

                  WHEREAS,  the Non-Survivor is a corporation duly organized and
existing  under the laws of the State of Nevada,  having been formed on February
25, 2004,  pursuant to Articles of Incorporation filed with the State of Nevada;
and

                  WHEREAS,  the Board of Directors  of each of the  Corporations
has  determined  that it is in the best interests of the  Corporations  to merge
into a single  corporation (the "MERGER") and that the Surviving  Corporation be
the surviving  corporation  to the Merger on the terms and  conditions set forth
herein.

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

1.   Upon the Effective Time of the Merger (as defined in Section 12 below), the
     Non-Survivor  shall,  pursuant to the  applicable  provisions of the Nevada
     Revised  Statutes  (the  "NRS"),  be  merged  with and  into the  Surviving
     Corporation,  which  shall  (a)  be  the  surviving  corporation  upon  the
     Effective  Time of the Merger and (b)  continue to exist as said  surviving
     corporation  under the name  Aerobic  Creations,  Inc.,  its present  name,
     pursuant to the applicable provisions of the General Corporation Law of the
     State of Delaware (the "DGCL").  The separate existence of the Non-Survivor
     shall cease upon the Effective  Time of the Merger in  accordance  with the
     applicable provisions of the NRS.

2.   The  Certificate of  Incorporation  of the Surviving  Corporation  upon the
     Effective Time of the Merger shall be the Certificate of  Incorporation  of
     the Surviving  Corporation  following the Merger,  and said  Certificate of
     Incorporation  shall  continue in full force and effect  until  amended and
     changed in the manner prescribed by the provisions of the laws of the State
     of Delaware.

3.   The Bylaws of the  Surviving  Corporation  upon the  Effective  Time of the
     Merger  shall be the  Bylaws of the  Surviving  Corporation  following  the
     Merger,  and said  Bylaws  shall  continue  in full force and effect  until
     changed,  altered,  or  amended  as  therein  provided  and in  the  manner
     prescribed by the provisions of the laws of the State of Delaware.

<PAGE>

4.   The directors and officers of the Surviving  Corporation upon the Effective
     Time of the Merger shall be the  directors  and  officers of the  Surviving
     Corporation   following   the   Merger,   all  of  whom  shall  hold  their
     directorships  and offices  until the election and  qualification  of their
     respective  successors  or until their  tenure is otherwise  terminated  in
     accordance with the Bylaws of the Surviving Corporation.

5.   At the  Effective  Time  of  the  Merger,  the  separate  existence  of the
     Non-Survivor  shall cease, and the Surviving  Corporation shall continue in
     existence and,  without  transfer,  shall succeed to and possess all of the
     properties,   rights,   privileges,   immunities,   powers,   purposes  and
     franchises,  of a public and private nature, and shall be subject to all of
     the   obligations,   restrictions,   disabilities   and   duties,   of  the
     Non-Survivor,  all  without  further  act  or  deed,  as  provided  in  the
     applicable statutes of the State of Delaware.

6.   If at any time the Surviving  Corporation shall consider or be advised that
     any further assignments,  conveyances or assurances in law are necessary or
     desirable  to carry out the  provisions  hereof,  the proper  officers  and
     directors of the  Non-Survivor as of the Effective Time of the Merger shall
     execute and deliver any and all proper deeds, assignments and assurances in
     law,  and do all  things  necessary  or proper to carry out the  provisions
     hereof.

7.   One (1)  share of  common  stock of the  Surviving  Corporation  ("Survivor
     Shares") shall be issued in exchange for each five (5) shares of issued and
     outstanding common stock of the Non-Survivor  ("Non-Survivor  Shares") upon
     the Effective Time of the Merger (the "Exchange Ratio").  The issued shares
     of the Surviving Corporation,  if any, at the Effective Time of the Merger,
     shall not be  converted  or  exchanged  in any manner,  but each said share
     which  is  issued  as of the  Effective  Time  shall  be  canceled  without
     consideration.

8.   Immediately  following the Effective Time of the Merger, any and all issued
     and  outstanding  options,  warrants or other  rights to acquire any of the
     Non-Survivor  Shares  shall be converted  into an option,  warrant or other
     right,  as the case may be, to purchase  Survivor Shares on the same terms,
     at the  Exchange  Ratio and at a price  equal to five (5) times the current
     exercise price. (i.e., a Class A Warrant of the Non-Survivor exercisable at
     $1.00  per  share,  to  purchase  1,000,000  Non-Survivor  shares,  will be
     converted into a Class A Warrant of the Surviving Corporation,  exercisable
     at $5.00 per share,  to purchase  200,000  Survivor  Shares  following  the
     Effective Time of the Merger.)

9.   This Plan of Merger, as approved by the Corporations, shall be submitted to
     the stockholders of the Non-Survivor for their approval or rejection in the
     manner prescribed by the provisions of the NRS.

                                       2
<PAGE>

10.  In the event that the Plan of Merger  shall have been (x)  approved  by the
     stockholders of the  Non-Survivor  and (y) otherwise duly authorized in the
     manner  prescribed  by the  applicable  provisions of the DGCL and the NRS,
     each  of the  Corporations  hereby  stipulates  that it  will  cause  to be
     executed and filed and/or recorded any document or documents  prescribed by
     the  laws of the  State  of  Delaware  and  Nevada,  and  that  each of the
     Corporations  will cause to be  performed  all  necessary  acts therein and
     elsewhere to effectuate the Merger.

11.  The Board of Directors and the proper officers of each of the Corporations,
     are hereby  authorized,  empowered  and directed to do any and all acts and
     things,  and to make,  execute,  deliver,  file  and/or  record any and all
     instruments,  papers  and  documents  which  shall be or become  necessary,
     proper or convenient to carry out or put into effect any of the  provisions
     of this Plan of Merger or of the Merger herein provided for.

12.  The  effective  date of the Merger  shall (i) in the State of Nevada be the
     date the Articles of Merger are filed with the Secretary of State of Nevada
     and (ii) in the State of Delaware be the date the  Certificate of Merger is
     filed by the  Secretary of State of Delaware  (the  "EFFECTIVE  TIME OF THE
     Merger");

13.  Notwithstanding  the approval of the Plan of Merger by the  stockholders of
     the  Non-Survivor,  the Merger herein  provided for may be abandoned at any
     time prior to the Effective Time of the Merger,  notwithstanding  favorable
     action  on  the  Merger  by  the   stockholders  of  one  or  both  of  the
     Corporations,  but not later than the Effective Time of the Merger,  by the
     mutual consent of the Board of Directors of the Corporations.

14.  The Corporations, by mutual consent of their respective Board of Directors,
     may  amend or modify  this  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. Either of the Corporations
     may,  pursuant  to action  by its  Board  Directors,  by an  instrument  in
     writing,  extend the time for or waive  compliance by the other with any of
     the covenants or conditions contained herein;  provided,  however,  that no
     such waiver or  extension  shall affect the rights of the  stockholders  of
     either of the Corporations in a manner which is materially  adverse to such
     stockholders  in the  judgment  of its  respective  Board of  Directors  so
     acting.

15.  This Plan of Merger 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.


                                       3
<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  Plan of  Merger  to be
executed by a duly authorized officer.


                                AEROBIC CREATIONS, INC., A NEVADA CORPORATION


                                By:     /s/ Kirk M. Warshaw
                                      ------------------------------------------
                                      Name: Kirk M. Warshaw
                                      Title:   Secretary


                                AEROBIC CREATIONS, INC., A DELAWARE CORPORATION


                                By:     /s/ Kirk M. Warshaw
                                      ------------------------------------------
                                      Name: Kirk M. Warshaw
                                      Title:   Secretary


                                       4
<PAGE>

               CERTIFICATE OF SECRETARY OF AEROBIC CREATIONS, INC.

         The  undersigned,  being the  Secretary of Aerobic  Creations,  Inc., a
Delaware corporation,  does hereby certify that the foregoing Agreement and Plan
of Merger has been  adopted  upon  behalf of said  corporation  pursuant  to the
provisions of Subsection (f) of Section 251 of the Delaware General  Corporation
Law, and that, as of the date of this  Certificate,  the  outstanding  shares of
said  corporation  were such as to render the provisions of said  Subsection (f)
applicable.

Executed on this 15th day of August, 2006.

                                            /s/ Kirk M. Warshaw
                                          -------------------------------------
                                                   Secretary


                                       5