Exhibit 4.4

                      FORM OF REGISTRATION RIGHTS AGREEMENT

            REGISTRATION  RIGHTS  AGREEMENT  (this  "AGREEMENT"),  dated  as  of
November 8, 2006, by and among Aerobic Creations,  Inc., a Delaware corporation,
with  headquarters  located  at  547  Boulevard,   Kenilworth,   NJ  07033  (the
"COMPANY"),  and the undersigned buyers (each, a "BUYER", and collectively,  the
"BUYERS").

            WHEREAS:

            A. In connection with the Securities  Purchase  Agreement (Notes and
Warrants),  dated as of  November  8, 2006 by and among  Maritime  Logistics  US
Holdings Inc., a Delaware  corporation  ("MLI"),  the Company  (pursuant to that
certain  Joinder  Agreement  dated as of the date  hereof)  and the Buyers  (the
"SECURITIES  PURCHASE  AGREEMENT"),  the Company has agreed,  upon the terms and
subject to the  conditions set forth in the Securities  Purchase  Agreement,  to
issue and sell to each Buyer (i) senior secured convertible notes of the Company
(the "NOTES"), which will, among other things, be convertible into shares of the
Company's  common  stock,  $0.001 par value per share (the "COMMON  STOCK",  the
shares of Common Stock issuable upon  conversion of the Notes,  the  "CONVERSION
SHARES")  in  accordance  with the terms of the Notes,  and (ii)  warrants  (the
"WARRANTS"),  which will be exercisable to purchase  shares of Common Stock (the
shares of Common Stock  issuable  upon  exercise of the  Warrants,  the "WARRANT
SHARES") in accordance with the terms of the Warrants.

            B. In order to  induce  the  Buyers  to  purchase  the Notes and its
Warrants pursuant to the Securities Purchase  Agreement,  the Company has agreed
to provide  certain  registration  rights under the  Securities  Act of 1933, as
amended,  and the rules and  regulations  thereunder,  or any similar  successor
statute (collectively, the "1933 ACT"), and applicable state securities laws.

            NOW,  THEREFORE,  in  consideration  of the  premises and the mutual
covenants  contained  herein  and other  good and  valuable  consideration,  the
receipt and sufficiency of which are hereby  acknowledged,  the Company and each
of the Buyers hereby agree as follows:

            1. DEFINITIONS.

            Capitalized terms used herein and not otherwise defined herein shall
have the respective meanings set forth in the Securities Purchase Agreement.  As
used in this Agreement, the following terms shall have the following meanings:

                  a. "BUSINESS DAY" means any day other than Saturday, Sunday or
any other day on which  commercial  banks in the City of New York are authorized
or required by law to remain closed.

                  b.  "CLOSING  DATE"  shall have the  meaning  set forth in the
Securities Purchase Agreement.

                  c. "DEMAND REGISTRATION" shall mean a registration required to
be effected by the Company pursuant to Section 2 (e).

<PAGE>

                  d. "DEMAND  REGISTRATION  STATEMENT" shall mean a registration
statement of the Company which covers those Registrable  Securities requested to
be  included  therein  pursuant  to the  provisions  of  Section  2(e)  and  all
amendments  and   supplements   to  such   registration   statement,   including
post-effective  amendments,  in each case  including  the  prospectus  contained
therein,  all exhibits  thereto and all material  incorporated  by reference (or
deemed to be incorporated by reference) therein.

                  e. "EFFECTIVE DATE" means the date the Registration  Statement
has been declared effective by the SEC.

                  f. "EFFECTIVENESS DEADLINE" means the date that is (i) 90 days
after the Closing  Date (if the  Registration  Statement  is not reviewed by the
SEC)  or (ii)  within  150  days  after  the  Closing  Date if the  Registration
Statement is reviewed by the SEC.

                  g. "ELIGIBLE MARKET" means the Initial  Principal Market,  The
New York Stock Exchange,  Inc., the American Stock  Exchange,  The NASDAQ Global
Select Market, The NASDAQ Global Market or The NASDAQ Capital Market.

                  h. "FILING  DEADLINE" means the date that is 60 days after the
Closing Date.

                  i.  "INVESTOR"  means a Buyer or any  permitted  transferee or
assignee thereof to whom a Buyer assigns its rights under this Agreement and who
agrees to become bound by the  provisions of this  Agreement in accordance  with
Section 9 and any transferee or assignee thereof to whom a permitted  transferee
or assignee  assigns its rights  under this  Agreement  and who agrees to become
bound by the provisions of this Agreement in accordance with Section 9.

                  j. "KRG  ENTITIES"  means  collectively  KRG Capital  Fund II,
L.P.; KRG Capital Fund II (PA), L.P.; KRG Capital Fund II (FF), L.P.; and KRG Co
Invest, LLC.

                  k.  "OTHER   SECURITIES"   means  the  shares   identified  as
"Registrable  Securities" in the  Registration  Rights  Agreement dated the date
hereof among the Company and the purchasers of the Company's  Common Stock named
therein.

                  l. "PERSON" means an individual,  a limited liability company,
a  partnership,  a joint  venture,  a corporation,  a trust,  an  unincorporated
organization and a government or any department or agency thereof.

                  m. "PRINCIPAL  MARKET" means,  from time to time, the Eligible
Market upon which the Common Stock is admitted or listed and principally trades.

                  n. "REGISTER,"  "REGISTERED,"  and  "REGISTRATION"  refer to a
registration   effected  by  preparing  and  filing  one  or  more  Registration
Statements  (as defined  below) in compliance  with the 1933 Act and pursuant to
Rule 415 and the declaration or ordering of effectiveness  of such  Registration
Statement(s) by the SEC.


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<PAGE>

                  o.  "REGISTRABLE  SECURITIES"  means (i) the Conversion Shares
issued or issuable upon conversion of the Notes,  (ii) the Warrant Shares issued
or issuable  upon exercise of the Warrants and (iii) any shares of capital stock
of the  Company  issued or  issuable in respect of the  Conversion  Shares,  the
Notes, the Warrant Shares and the Warrants as a result of any stock split, stock
dividend,   recapitalization,   exchange,   merger,   consolidation   or   other
reorganization or similar event or otherwise,  without regard to any limitations
on conversions of the Notes or exercises of the Warrants.

                  p. "REGISTRATION  STATEMENT" means a registration statement or
registration  statements  of the Company  filed under the 1933 Act  covering the
Registrable Securities.

                  q. "REQUIRED HOLDERS" means the holders of at least a majority
of the Registrable  Securities);  provided, that any Registrable Securities that
are held by an  Affiliate of the Company  shall not be deemed to be  outstanding
for purposes of the determination of "Required Holders."

                  r.  "REQUIRED   REGISTRATION   AMOUNT"  for  the  Registration
Statement  means 130% of the sum of (x) the  aggregate of the maximum  number of
Conversion  Shares  issued  and  issuable  pursuant  to the  Notes  at the  then
applicable  Conversion  Price as of the Trading Day  immediately  preceding  the
applicable  date of  determination  and, (y) the number of Warrant Shares issued
and  issuable  pursuant  to the  Warrants  as of  the  trading  day  immediately
preceding the  applicable  date of  determination  each subject to adjustment as
provided  in  Sections  2(c) and 2(d)  (without  regard  to any  limitations  on
conversion of the Notes or exercise of the Warrants).

                  s. "RULE 415" means Rule 415 promulgated under the 1933 Act or
any successor rule providing for offering  securities on a continuous or delayed
basis.

                  t.  "SEC"  means the United  States  Securities  and  Exchange
Commission.

                  u.  "TRADING  DAY" means any day on which the Common  Stock is
traded on the Principal Market, or, if the Principal Market is not the principal
trading  market for the Common Stock,  then on the Eligible  Market which is the
principal  securities exchange or securities market on which the Common Stock is
then traded;  provided that "Trading Day" shall not include any day on which the
Common Stock is scheduled to trade on such  exchange or market for less than 4.5
hours or any day that the Common  Stock is  suspended  from  trading  during the
final hour of trading on such  exchange or market (or if such exchange or market
does not  designate in advance the closing  time of trading on such  exchange or
market, then during the hour ending at 4:00:00 p.m., New York Time).

            2. REGISTRATION.

                  a. MANDATORY REGISTRATION.  The Company shall prepare, and, as
soon as practicable  but in no event later than the Filing  Deadline,  file with
the SEC the Registration Statement on Form S-3 covering the resale of all of the
Registrable Securities (the date of such filing the "FILING DATE"). In the event
that Form S-3 is unavailable for such a registration, the


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<PAGE>

Company  shall use such other form as is available  for such a  registration  on
another appropriate form reasonably acceptable to the Required Holders,  subject
to the provisions of Section 2(h). The Registration  Statement prepared pursuant
hereto  shall  register for resale at least the number of shares of Common Stock
equal to the  Required  Registration  Amount as of the Trading  Day  immediately
preceding the date the  Registration  Statement is initially filed with the SEC.
The  Registration  Statement shall contain (except if otherwise  directed by the
Required Holders) the "SELLING STOCKHOLDERS" and "PLAN OF DISTRIBUTION" sections
in substantially the form attached hereto as EXHIBIT B; PROVIDED,  HOWEVER, that
each of the "Selling  Stockholders" and "Plan of Distribution" sections shall be
amended  as  necessary  to  comply  with  then  applicable  securities  law  and
regulation.  The  Company  shall use its best  efforts to have the  Registration
Statement declared effective by the SEC as soon as practicable,  but in no event
later than the  Effectiveness  Deadline.  By 9:30 a.m. on the first Business Day
following the Effective  Date, the Company shall file with the SEC in accordance
with Rule 424 under the 1933 Act the final  prospectus  to be used in connection
with sales pursuant to such Registration Statement.

                  b. ALLOCATION OF REGISTRABLE SECURITIES. The initial number of
Registrable  Securities included in any Registration  Statement and any increase
in the number of Registrable  Securities included therein shall be allocated pro
rata among the Investors  based on the number of Registrable  Securities held by
each  Investor at the time the  Registration  Statement  covering  such  initial
number of Registrable  Securities or increase  thereof is declared  effective by
the SEC. In the event that an Investor sells or otherwise  transfers any of such
Investor's Registrable Securities, each transferee shall be allocated a pro rata
portion of the then remaining number of Registrable  Securities included in such
Registration Statement for such transferor.  Any shares of Common Stock included
in a  Registration  Statement  and which  remain  allocated  to any Person which
ceases to hold any Registrable Securities covered by such Registration Statement
shall be allocated to the remaining  Investors,  pro rata based on the number of
Registrable  Securities  then held by such  Investors  which are covered by such
Registration   Statement.   In  no  event  shall  the  Company  include  on  any
Registration Statement without the prior written consent of the Required Holders
any securities  other than (i) Registrable  Securities,  (ii) Other  Securities,
(iii) Common  Stock  issuable  upon the exercise of warrants  issued to Rodman &
Renshaw,  LLC as placement  agent in respect of the offerings of the Registrable
Securities and Other  Securities,  (iv) the shares of Common Stock (increased to
reflect the effect of any stock split or  decreased to reflect the effect of any
reverse  stock split,  as  applicable)  held by those holders of the Company who
held shares of the Company prior to the  effectiveness of the Merger (as defined
in the Securities Purchase  Agreement),  and (v) the shares of Common Stock held
by the persons  listed on SCHEDULE 2(B) (the "EXISTING  HOLDERS")  hereto not to
exceed  that number of shares of Common  Stock set forth next to the  respective
Existing  Holder's name on SCHEDULE  2(B)  (PROVIDED,  however,  that such limit
shall be  increased  to reflect the effect of any stock split and  decreased  to
reflect the effect of any reverse stock split).

                  c. SUFFICIENT NUMBER OF SHARES REGISTERED.  Subject to Section
2(d), in the event the number of shares available under a Registration Statement
filed pursuant to Section 2(a) is  insufficient  to cover all of the Registrable
Securities  required  to  be  covered  by  such  Registration  Statement  or  an
Investor's  allocated portion of the Registrable  Securities pursuant to Section
2(b), the Company shall amend the applicable  Registration  Statement, or file a
new  Registration   Statement  (on  the  short  form  available   therefor,   if
applicable),  or both, so as to cover at least the Required  Registration Amount
as of the Trading Day immediately preceding


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<PAGE>

the date of the filing of such amendment or new Registration  Statement, in each
case,  as soon as  practicable,  but in any event not later  than  fifteen  (15)
Trading Days after the necessity therefor arises. The Company shall use its best
efforts to cause such  amendment  and/or new  Registration  Statement  to become
effective as soon as practicable  following the filing thereof.  For purposes of
the foregoing  provision,  the number of shares  available  under a Registration
Statement  shall  be  deemed  "insufficient  to  cover  all of  the  Registrable
Securities"  if at any time the number of shares of Common Stock  available  for
resale  under the  Registration  Statement is less than the sum of the number of
(i) the Required Registration Amount, (ii) Other Securities,  (iii) Common Stock
issuable  upon the  exercise  of  warrants  issued to Rodman &  Renshaw,  LLC as
placement  agent in respect of the offerings of the  Registrable  Securities and
Other  Securities,  (iv) the shares of Common Stock held by those holders of the
Company who held shares of the Company prior to the  effectiveness of the Merger
and (v) the shares of Common Stock held by the Existing Holders. The calculation
set  forth  in the  foregoing  sentence  shall  be made  without  regard  to any
limitations  on the  conversion of the Notes or the exercise of the Warrants and
such calculation shall assume that the Notes are then convertible into shares of
Common Stock at the then  prevailing  Conversion  Rate (as defined in the Notes)
and that the  Warrants  are then  exercisable  for shares of Common Stock at the
then prevailing Exercise Price (as defined in the Warrants).

                  d.  MANDATED  REDUCTION OF SECURITIES  REGISTERED.  If the SEC
requires that the number of shares of Common Stock to be  registered  for resale
pursuant to the  Registration  Statement  be reduced,  such  reduction  shall be
accomplished as follows:

      First,  the number of shares of Common Stock held by the Existing  Holders
      other than the KRG Entities included in such Registration  Statement shall
      be reduced (such reduction allocated pro rata among such Existing Holders)
      until the reduction required by the SEC is effected;

      Second,  if the exclusion of the number of all shares of Common Stock held
      by the Existing Holders is insufficient to meet the reduction  required by
      the SEC, then (i) the number of shares of Common Stock held by R&R Biotech
      Partners, LLC prior to the effectiveness of the Merger after giving effect
      to the Reverse  Split,  (ii) 130% of the number of shares of Common  Stock
      issuable upon the exercise of warrants issued to Rodman & Renshaw,  LLC as
      placement agent in respect of the offerings of the Registrable  Securities
      and  Other  Securities  and  (iii)  securities  held by the  KRG  Entities
      included in such  Registration  Statement shall be reduced (such reduction
      allocated  pro rata among  those  holders  who held  shares of the Company
      prior to the  effectiveness  of the Merger,  the KRG Entities and Rodman &
      Renshaw, LLC) until the reduction required by the SEC is effected;

      Third,  if the  exclusion of the sum of (i) the number of shares of Common
      Stock held by R&R Biotech Partners,  LLC prior to the effectiveness of the
      Merger after giving effect to the Reverse  Split,  (ii) 130% of the number
      of shares of Common Stock issuable upon the exercise of warrants issued to
      Rodman & Renshaw,  LLC as placement  agent in respect of the  offerings of
      the Registrable  Securities and Other  Securities and (iii) the securities
      held by KRG is  insufficient  to meet the  reduction  required by the SEC,
      then  130% of the  number of shares  of  Common  Stock  issuable  upon the
      exercise of Warrants and the Common Warrants included in such Registration
      Statement  shall be reduced (such


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<PAGE>

      reduction  allocated  pro  rata  among  the  holders  thereof)  until  the
      reduction required by the SEC is effected.

                  e. DEMAND  REGISTRATION.  Subject to Section 2(f), at any time
or from time to time after the six-month  anniversary of the Effectiveness Date,
any Holder whose  Registrable  Securities  were excluded  from the  Registration
Statement in accordance with the provisions of Section 2(d) shall have the right
to request in writing  that the Company  register  all or part of such  Holder's
previously  excluded  Registrable  Securities (a "REQUEST") (which Request shall
specify the amount of Registrable  Securities intended to be disposed of by such
Holder and the intended method of disposition  thereof) by filing with the SEC a
Demand  Registration  Statement.  In the event that Form S-3 is unavailable  for
such a  registration,  the Company shall use such other form as is available for
such a registration on another  appropriate  form  reasonably  acceptable to the
requesting Holder(s),  subject to the provisions of Section 2(h). As promptly as
practicable,  but no later than 10 days after receipt of a Request,  the Company
shall give  written  notice of such  requested  registration  to all  Holders of
Registrable Securities which were previously excluded.  Subject to Section 2(f),
the  Company  shall  include  in  a  Demand  Registration  (i)  the  Registrable
Securities  intended to be disposed of by the requesting  Holder(s) and (ii) the
Registrable  Securities  intended to be disposed  of by any other  Holder  which
shall have made a written  request  (which  request  shall specify the amount of
Registrable  Securities to be registered and the intended  method of disposition
thereof) to the Company for  inclusion  thereof in such  registration  within 20
days after the  receipt of such  written  notice from the  Company.  The Company
shall,  promptly, and in any event within 40 days following a Request, file with
the SEC a Demand Registration Statement providing for the registration under the
Securities  Act of the  Registrable  Securities  which the  Company  has been so
requested to register in accordance  herewith by all such Holders, to the extent
necessary to permit the  disposition  of such  Registrable  Securities  so to be
registered  in  accordance  with the  intended  methods of  disposition  thereof
specified in such Request or further  requests.  The Company  shall use its best
efforts to have such Demand Registration Statement declared effective by the SEC
not later  than 45 days  after a Request  and to keep such  Demand  Registration
Statement continuously effective for the period specified in Section 2(h).

                  f. LIMITATIONS ON DEMAND REGISTRATIONS.  The rights of Holders
of Registrable  Securities to request Demand  Registrations  pursuant to Section
2(d) are subject to the  following  limitations:  (i) the  Company  shall not be
obligated to effect a Demand Registration unless 120 days have elapsed since the
last day that a prior Demand  Registration  Statement remained effective (or, if
earlier, the day on which the last of the Registrable Securities covered by such
prior Demand  Registration  Statement was sold),  and (ii) in no event shall the
Company  be  required  to pay  Registration  Expenses  of more than four  Demand
Registrations.  The Company shall not be required to file a Demand  Registration
Statement  unless the aggregate number of shares of Common Stock requested to be
registered for resale thereby shall be at least the lesser of (i) 500,000 shares
of Common Stock (subject to adjustment for stock splits, stock dividends and the
like) and (ii) the  Registerable  Securities,  Other  Securities,  Common  Stock
issuable  upon the  exercise  of  warrants  issued to Rodman &  Renshaw,  LLC as
placement  agent in respect of the offerings of the  Registrable  Securities and
Other  Securities,  the  shares of Common  Stock  held by those  holders  of the
Company who held shares of the Company prior to the  effectiveness of the Merger
and the shares of Common  Stock held by the  Existing  Holders  not  theretofore
registered  for  resale  on a  Registration  Statement  or  Demand  Registration
Statement.


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<PAGE>

                  g. LEGAL  COUNSEL.  Subject to Section 5 hereof,  the  Holders
shall have the right to select one legal  counsel to review and oversee for such
Holders any registrations  pursuant to this Section 2 ("LEGAL  COUNSEL"),  which
shall be Paul, Weiss,  Rifkind,  Wharton & Garrison LLP or such other counsel as
thereafter   designated  by  (i)  the  Required  Holders  in  the  case  of  the
Registration  Statement  and (ii) the  Holders  of the  majority  of  requesting
Holder(s) in the case of a Demand Registration Statement.  The Company and Legal
Counsel shall  reasonably  cooperate with each other in performing the Company's
obligations under this Agreement.

                  h.  INELIGIBILITY  FOR FORM S-3. In the event that Form S-3 is
not  available  for the  registration  of the resale of  Registrable  Securities
hereunder,  the Company (unless at such time the Company is eligible to register
its Common Stock for resale on Form SB-2,  and the  Registrable  Securities  are
duly  registered  for resale on Form SB-2) shall (i)  register the resale of the
Registrable  Securities on another appropriate form reasonably acceptable to the
Required  Holders  and (ii)  undertake  to  promptly  register  the  Registrable
Securities on Form S-3 if such form becomes  available to the Company during the
two year period  following  the Closing  Date,  provided  that the Company shall
maintain the  effectiveness of the  Registration  Statement then in effect until
such time as a  Registration  Statement  on Form S-3  covering  the  Registrable
Securities has been declared effective by the SEC.

                  i.  EFFECT  OF  FAILURE  TO  FILE  AND  OBTAIN  AND   MAINTAIN
EFFECTIVENESS  OF  REGISTRATION  STATEMENT.  If  (i)  a  Registration  Statement
covering all of the  Registrable  Securities  required to be covered thereby and
required to be filed by the Company  pursuant to this Agreement is (A) not filed
with the SEC on or before the Filing  Deadline (a "FILING  FAILURE") or (B) not,
subject to the reductions  provided for by Section 2(d),  declared  effective by
the SEC on or before the Effectiveness Deadline (an "EFFECTIVENESS  FAILURE") or
(ii) on any  day  after  the  Effective  Date  sales  of all of the  Registrable
Securities  required  to be included on such  Registration  Statement  or Demand
Registration Statement, as applicable,  cannot be made (other than (A) during an
Allowable  Grace Period (as defined in Section 3(r)) or (B) during any period in
which the Company is diligently pursuing the effectiveness under the 1933 Act of
any amendment to such Registration Statement or Demand Registration Statement (a
"MAINTENANCE GRACE PERIOD"))  pursuant to such Registration  Statement or Demand
Registration Statement (including,  without limitation,  because of a failure to
keep such  Registration  Statement,  subject to the  reductions  provided for by
Section  2(d),  or Demand  Registration  Statement  effective,  to disclose such
information  as is necessary for sales to be made pursuant to such  Registration
Statement  or Demand  Registration  Statement,  as  applicable,  to  register  a
sufficient  number of shares of Common  Stock or to maintain the listing of such
shares of Common Stock) (a  "MAINTENANCE  FAILURE")  then, as partial relief for
the  damages to any holder by reason of any such  delay in or  reduction  of its
ability to sell the underlying shares of Common Stock (which remedy shall not be
exclusive  of any other  remedies  available  at law or in equity),  the Company
shall pay to each holder of Registrable Securities relating to such Registration
Statement, or Demand Registration  Statement, as applicable,  an amount in cash,
equal to one percent  (1.0%) of the  aggregate  Purchase  Price (as such term is
defined in the Securities  Purchase  Agreement) of such  Investor's  Registrable
Securities included (or required to be included) in such Registration  Statement
(or, in the case of a Maintenance  Failure,  Demand Registration  Statement,  as
applicable) on each of the following  dates: (i) the thirtieth day (prorated for
periods totaling less than thirty (30) days) after any Filing Failure;  (ii) the
thirtieth day  (prorated for periods  totaling less than thirty (30) days) after
any Effectiveness Failure; and (iii) the thirtieth day (prorated for


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<PAGE>

periods  totaling less than thirty (30) days) after any  Maintenance  Failure is
cured  and an  amount  in cash  equal to two  percent  (2.0%)  of the  aggregate
Purchase Price of such Investor's  Registrable  Securities included (or required
to be included) in such Registration Statement (or, in the case of a Maintenance
Failure,  Demand Registration Statement, as applicable) on each of the following
dates:  (i) on every  thirtieth  day  (prorated  for periods  totaling less than
thirty (30) days) starting with the sixtieth day after the Filing Deadline until
such Filing Failure is cured;  (ii) on every thirtieth day (prorated for periods
totaling  less than thirty (30) days)  starting  with the sixtieth day after the
Effectiveness  Deadline until such Effectiveness  Failure is cured; and (iii) on
every  thirtieth day (prorated for periods  totaling less than thirty (30) days)
after the occurrence of a Maintenance  Failure until such Maintenance Failure is
cured. The payments to which a holder shall be entitled pursuant to this Section
2(i) are referred to herein as "REGISTRATION DELAY PAYMENTS." Registration Delay
Payments  shall be paid on the earlier of (I) the last day of the calendar month
during which such  Registration  Delay  Payments are incurred and (II) the third
Business Day after the event or failure  giving rise to the  Registration  Delay
Payments is cured.  In the event the Company  fails to make  Registration  Delay
Payments  in a timely  manner,  such  Registration  Delay  Payments  shall  bear
interest at the rate of one and one-half  percent (1.5%) per month (prorated for
partial  months) until paid in full.  Notwithstanding  anything herein or in the
Securities  Purchase  Agreement  to  the  contrary,  (i) no  Registration  Delay
Payments  shall be due and  payable in respect of the  Warrants  or the  Warrant
Shares,  (ii) in no event  shall  the  aggregate  amount of  Registration  Delay
Payments payable to any Investor (other than Registration Delay Payments payable
pursuant to events that are within the control of the Company or MLI) exceed, in
the aggregate, 10% of the aggregate Purchase Price of the Notes, and (iii) in no
case shall  Registration  Delay  Payments be payable from and after the date the
Conversion  Shares are eligible for sale  pursuant to Rule 144(k) under the 1933
Act.

            3. RELATED OBLIGATIONS.

            At such time as the  Company  is  obligated  to file a  Registration
Statement  or Demand  Registration  Statement  with the SEC  pursuant to Section
2(a),  2(c) 2(e) or 2(h),  the Company  will use its best  efforts to effect the
registration  of the  Registrable  Securities  in  accordance  with the intended
method of disposition thereof and, pursuant thereto,  the Company shall have the
following obligations:

                  a.  The  Company  shall  submit  to the  SEC,  within  two (2)
Business  Days  after  the  Company  learns  that  no  review  of  a  particular
Registration Statement or Demand Registration Statement, as applicable,  will be
made by the  staff  of the  SEC or  that  the  staff  of the SEC has no  further
comments  on  a  particular   Registration   Statement  or  Demand  Registration
Statement,  as the case may be, a request for  acceleration of  effectiveness of
such Registration Statement or Demand Registration Statement, as applicable to a
time and date not later than 48 hours after the submission of such request.  The
Company shall keep each Registration Statement and Demand Registration Statement
effective  pursuant to Rule 415 at all times until the  earliest of (i) the date
as of which the Investors may sell all of the Registrable  Securities covered by
such  Registration  Statement  without  restriction  pursuant to Rule 144(k) (or
successor  thereto)  promulgated  under the 1933 Act, (ii) the third anniversary
hereof,  or (iii) the date on which  the  Investors  shall  have sold all of the
Registrable   Securities  covered  by  such  Registration  Statement  or  Demand
Registration   Statement,   as  applicable  (the  "REGISTRATION  PERIOD").  Each
Registration  Statement and each Demand  Registration  Statement  (including any
amendments or


                                       8
<PAGE>

supplements  thereto and prospectuses  contained  therein) shall not contain any
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 the case of
prospectuses,  in the light of the  circumstances  in which  they were made) not
misleading.

                  b.  The  Company  shall  prepare  and  file  with the SEC such
amendments   (including   post-effective   amendments)   and  supplements  to  a
Registration Statement or Demand Registration Statement, as applicable,  and the
prospectus  used in  connection  with  such  Registration  Statement  or  Demand
Registration Statement, as applicable,  which prospectus is to be filed pursuant
to Rule 424  promulgated  under the 1933 Act, as may be  necessary  to keep such
Registration  Statement  or  Demand  Registration   Statement,   as  applicable,
effective at all times during the applicable  Registration  Period,  and, during
such  period,  comply  with the  provisions  of the 1933 Act in  respect  of the
disposition  of all  Registrable  Securities  of the  Company  covered  by  such
Registration Statement or Demand Registration  Statement,  as applicable,  until
such time as all of such  Registrable  Securities shall have been disposed of in
accordance  with the intended  methods of  disposition  by the seller or sellers
thereof as set forth in such Registration  Statement.  In the case of amendments
and  supplements  to a  Registration  Statement  which are  required to be filed
pursuant to this Agreement  (including  pursuant to this Section 3(b)) by reason
of the Company filing a report on Form 10-Q, Form 10-QSB, Form 10-K, Form 10-KSB
or any analogous  report under the  Securities  Exchange Act of 1934, as amended
(the "1934 ACT"), the Company shall have  incorporated  such report by reference
into such Registration Statement,  if applicable,  or shall file such amendments
or  supplements  with the SEC on the same day on which  the 1934 Act  report  is
filed which created the  requirement for the Company to amend or supplement such
Registration Statement or Demand Registration Statement, as applicable.

                  c. The Company  shall (A) permit  Legal  Counsel to review and
comment upon (i) a Registration Statement or Demand Registration  Statement,  as
applicable, at least five (5) Business Days prior to its filing with the SEC and
(ii) all amendments and  supplements  to all  Registration  Statements or Demand
Registration Statements, as applicable,  (except for Annual Reports on Form 10-K
and Form  10-KSB,  and  Reports on Form 10-Q and Form  10-QSB and any similar or
successor reports) within a reasonable number of days prior to their filing with
the SEC,  and (B) not file any  Registration  Statement  or Demand  Registration
Statement or amendment or  supplement  thereto in a form to which Legal  Counsel
reasonably  objects.  The Company shall not submit a request for acceleration of
the effectiveness of a Registration Statement or Demand Registration  Statement,
as applicable,  or any amendment or supplement  thereto without prior consent of
Legal Counsel,  which consent shall not be  unreasonably  withheld.  The Company
shall furnish to Legal Counsel, without charge, (i) copies of any correspondence
from  the SEC or the  staff  of the SEC to the  Company  or its  representatives
relating to any  Registration  Statement or Demand  Registration  Statement,  as
applicable, (ii) promptly after the same is prepared and filed with the SEC, one
copy of any  Registration  Statement or Demand  Registration  Statement  and any
amendment(s)  thereto,   including  financial  statements  and  schedules,   all
documents incorporated therein by reference, if requested by an Investor and not
available on the EDGAR system, and all exhibits and (iii) upon the effectiveness
of any Registration Statement or Demand Registration  Statement,  as applicable,
one copy of the  prospectus  included in such  Registration  Statement or Demand
Registration  Statement and all amendments and supplements  thereto. The Company
shall  reasonably


                                       9
<PAGE>

cooperate with Legal Counsel in performing the Company's obligations pursuant to
this Section 3.

                  d.  The  Company  shall   furnish  to  such   Investor   whose
Registrable  Securities  are  included in any  Registration  Statement or Demand
Registration  Statement,  as applicable,  without charge, (i) promptly after the
same is prepared and filed with the SEC, at least one copy of such  Registration
Statement  or  Demand  Registration  Statement  and  any  amendment(s)  thereto,
including financial statements and schedules, all documents incorporated therein
by reference that have not been made available on the EDGAR system, all exhibits
and each preliminary prospectus, (ii) upon the effectiveness of any Registration
Statement or Demand Registration  Statement,  as applicable,  ten (10) copies of
the prospectus  included in such Registration  Statement or Demand  Registration
Statement and all  amendments and  supplements  thereto (or such other number of
copies as such Investor may reasonably  request) and (iii) such other documents,
including  copies of any preliminary or final  prospectus,  as such Investor may
reasonably  request from time to time in order to facilitate the  disposition of
the Registrable Securities owned by such Investor.

                  e. The Company  shall use its best efforts to (i) register and
qualify,  unless an exemption from registration and qualification  applies,  the
resale by  Investors of the  Registrable  Securities  covered by a  Registration
Statement or Demand  Registration  Statement,  as  applicable,  under such other
securities  or "blue  sky" laws of all  applicable  jurisdictions  in the United
States, (ii) prepare and file in those jurisdictions, such amendments (including
post-effective   amendments)   and   supplements  to  such   registrations   and
qualifications as may be necessary to maintain the effectiveness  thereof during
the  applicable  Registration  Period,  (iii) take such other  actions as may be
necessary to maintain such  registrations  and  qualifications  in effect at all
times during the applicable Registration Period, and (iv) take all other actions
reasonably necessary or advisable to qualify the Registrable Securities for sale
in such jurisdictions; PROVIDED, HOWEVER, that the Company shall not be required
in connection  therewith or as a condition thereto to (x) qualify to do business
in any jurisdiction  where it would not otherwise be required to qualify but for
this  Section  3(e),  (y)  subject  itself  to  general  taxation  in  any  such
jurisdiction,  or (z) file a general  consent  to service of process in any such
jurisdiction.  The Company shall promptly notify Legal Counsel and each Investor
who  holds  Registrable  Securities  of  the  receipt  by  the  Company  of  any
notification in respect of the suspension of the  registration or  qualification
of any of the Registrable Securities for sale under the securities or "blue sky"
laws of any  jurisdiction  in the United  States or its receipt of notice of the
initiation or threatening of any proceeding for such purpose.

                  f. The Company shall notify Legal Counsel and each Investor in
writing of the happening of any event,  as promptly as  practicable,  and in any
event within  forty-eight  (48) hours after becoming aware (provided that if the
time of awareness is not a Trading Day, such forty-eight hour period shall start
at the  beginning of the next  Trading Day) of such event,  as a result of which
the  prospectus  included in a  Registration  Statement  or Demand  Registration
Statement,  as applicable,  as then in effect, includes an untrue statement of a
material fact or omission to state a material fact required to be stated therein
or necessary to make the statements  therein,  in the light of the circumstances
under which they were made, not misleading (provided that in no event shall such
notice contain any material,  nonpublic  information),  and,  subject to Section
3(r), promptly prepare a supplement or amendment to such Registration  Statement
or Demand  Registration


                                       10
<PAGE>

Statement  to correct such untrue  statement  or omission,  and deliver ten (10)
copies of such  supplement  or amendment to each  investor and Legal Counsel (or
such other  number of copies as such  Investor or Legal  Counsel may  reasonably
request). The Company shall also promptly notify Legal Counsel and each Investor
in writing (i) when a prospectus or any prospectus  supplement or post-effective
amendment  has  been  filed,  and  when  a  Registration   Statement  or  Demand
Registration  Statement or any  post-effective  amendment  has become  effective
(notification of such effectiveness shall be delivered to Legal Counsel and each
Investor by  facsimile  within one  Business  Day of such  effectiveness  and by
overnight mail), (ii) of any request by the SEC for amendments or supplements to
a Registration  Statement or Demand Registration Statement or related prospectus
or related information, and (iii) of the Company's reasonable determination that
a post-effective  amendment to a Registration  Statement or Demand  Registration
Statement, as applicable, would be appropriate.

                  g. The  Company  shall use its best  efforts  to  prevent  the
issuance  of  any  stop  order  or  other   suspension  of  effectiveness  of  a
Registration Statement or Demand Registration Statement,  as applicable,  or the
suspension of the qualification of any of the Registrable Securities for sale in
any  jurisdiction  and, if such an order or suspension is issued,  to obtain the
withdrawal of such order or suspension  at the earliest  possible  moment and to
notify Legal Counsel and each Investor who holds  Registrable  Securities  being
sold of the issuance of such order and the resolution  thereof or its receipt of
notice of the initiation or threat of any proceeding for such purpose.

                  h. At the  reasonable  request of any  Investor,  the  Company
shall  furnish  to  such  Investor,  on the  date  of the  effectiveness  of the
Registration  Statement or Demand  Registration  Statement,  as applicable,  and
thereafter from time to time on such dates as an Investor may reasonably request
(i) a letter, dated such date, from the Company's  independent  certified public
accountants  in respect of the numeric values in the  Registration  Statement or
Demand Registration Statement,  as applicable,  which are taken from the audited
or reviewed  financial  statements  of the Company  (and its  Subsidiaries  on a
consolidated basis),  addressed to the Investors,  and (ii) an opinion, dated as
of  such  date,  of  counsel  representing  the  Company  for  purposes  of such
Registration Statement or Demand Registration Statement, as applicable, in form,
scope and substance as is customarily  given in an underwritten  public offering
and filed with the Registration Statement, addressed to the Investors.

                  i. Upon the written request of any Investor in connection with
any  Investor's  due  diligence  requirements,  if any,  the Company  shall make
available for inspection by (i) such Investor,  (ii) Legal Counsel and (iii) one
firm  of   accountants   or  other  agents   retained  by  all  such   Investors
(collectively, the "INSPECTORS"), all pertinent financial and other records, and
pertinent corporate documents and properties of the Company  (collectively,  the
"RECORDS"), as shall be reasonably deemed necessary by each Inspector, and cause
the Company's officers,  directors and employees to supply all information which
any Inspector may reasonably  request;  provided,  however,  that each Inspector
shall  agree in  writing  to hold in  strict  confidence  and shall not make any
disclosure  (except to an  Investor)  or use of any Record or other  information
which the  Company  determines  in good faith to be  confidential,  and of which
determination the Inspectors are so notified,  unless (a) the disclosure of such
Records is  necessary  to avoid or correct a  misstatement  or  omission  in any
Registration  Statement  or is  otherwise  required  under the 1933 Act, (b) the
release of such Records is ordered pursuant to a final,  non-appealable


                                       11
<PAGE>

subpoena or order from a court or government body of competent jurisdiction,  or
(c) the  information  in such Records has been made  generally  available to the
public other than by disclosure  in violation of this or any other  agreement of
which the  Inspector has  knowledge of the terms.  Each Investor  agrees that it
shall,  upon learning that disclosure of such Records is sought in or by a court
or  governmental  body of competent  jurisdiction  or through other means,  give
prompt notice to the Company and allow the Company, at its expense, to undertake
appropriate  action to prevent  disclosure  of, or to obtain a protective  order
for,  the  Records  deemed  confidential.   Nothing  herein  (or  in  any  other
confidentiality  agreement between the Company and any Investor) shall be deemed
to limit the Investors' ability to sell Registrable Securities in a manner which
is otherwise consistent with applicable laws and regulations.

                  j.  The  Company  shall  hold in  confidence  and not make any
disclosure of information  concerning an Investor provided to the Company unless
(i) disclosure of such  information is necessary to comply with federal or state
securities  laws, (ii) the disclosure of such  information is necessary to avoid
or correct a misstatement  or omission in any  Registration  Statement or Demand
Registration Statement, as applicable,  (iii) the release of such information is
ordered pursuant to a subpoena or other final, non-appealable order from a court
or governmental body of competent jurisdiction or (iv) such information has been
made generally  available to the public other than by disclosure in violation of
this Agreement or any other  agreement.  The Company agrees that it shall,  upon
learning that disclosure of such information concerning an Investor is sought in
or by a court or  governmental  body of competent  jurisdiction or through other
means,  give prompt written notice to such Investor and allow such Investor,  at
the Investor's  expense,  to undertake  appropriate action to prevent disclosure
of, or to obtain a protective order for, such information.

                  k. The Company shall use its best efforts  either to (i) cause
all of the Registrable  Securities covered by a Registration Statement or Demand
Registration Statement, as applicable,  to be listed on each securities exchange
on which  securities  of the same class or series issued by the Company are then
listed, if any, if the listing of such Registrable  Securities is then permitted
under the rules of such exchange, or (ii) if, despite the Company's best efforts
to satisfy,  the preceding  clause (i) the Company is unsuccessful in satisfying
the  preceding  clause (i), to  maintain  the  inclusion  for  quotation  on the
National  Association  of Securities  Dealers  Inc.'s OTC Bulletin  Board or the
American Stock Exchange for such  Registrable  Securities and,  without limiting
the generality of the foregoing, to use its best efforts to arrange for at least
two market  makers to  register  with the  National  Association  of  Securities
Dealers,  Inc. as such in respect of such  Registrable  Securities.  The Company
shall pay all fees and expenses in connection  with  satisfying  its  obligation
under this Section 3(k).

                  l. The Company  shall  cooperate  with the  Investors who hold
Registrable  Securities being offered and, to the extent applicable,  facilitate
the timely preparation and delivery of certificates representing the Registrable
Securities to be offered  pursuant to a  Registration  Statement and enable such
certificates to be in such denominations or amounts,  as the case may be, as the
Investors may  reasonably  request and registered in such names as the Investors
may request.

                  m. If requested by an Investor,  the Company shall (i) as soon
as  practicable   incorporate  in  a  prospectus  supplement  or  post-effective
amendment  such


                                       12
<PAGE>

information as an Investor  reasonably  requests to be included therein relating
to the sale and  distribution  of  Registrable  Securities,  including,  without
limitation, information in respect of the number of Registrable Securities being
offered or sold,  the purchase  price being paid therefor and any other terms of
the offering of the Registrable Securities to be sold in such offering;  (ii) as
soon as practicable make all required  filings of such prospectus  supplement or
post-effective  amendment after being notified of the matters to be incorporated
in such prospectus supplement or post-effective  amendment; and (iii) as soon as
practicable,  supplement  or make  amendments to any  Registration  Statement or
Demand  Registration  Statement,  as applicable,  if reasonably  requested by an
Investor holding any Registrable Securities.

                  n. The  Company  shall  use its  best  efforts  to  cause  the
Registrable   Securities   covered  by  a   Registration   Statement  or  Demand
Registration Statement, as applicable, to be registered with or approved by such
other governmental agencies or authorities as may be necessary to consummate the
disposition of such Registrable Securities.

                  o. The Company shall make generally  available to its security
holders  as soon as  practical,  but not later than  ninety  (90) days after the
close of the period covered  thereby,  an earnings  statement (in form complying
with,  and in the manner  provided by, the provisions of Rule 158 under the 1933
Act) covering a  twelve-month  period  beginning not later than the first day of
the Company's fiscal quarter next following the effective date of a Registration
Statement or Demand Registration Statement, as applicable.

                  p. NASD RULE 2710  FILING;  BROKER  COMPENSATION.  The Company
shall  effect a filing in  respect of the public  offering  contemplated  by the
Registration  Statement (an "ISSUER  FILING") with the National  Association  of
Securities  Dealers,  Inc. ("NASD") Corporate  Financing  Department pursuant to
NASD  Rule  2710  (b)(10)(A)(i)  within  one  Trading  Day of the date  that the
Registration Statement is first filed with the Commission and pay the filing fee
required by such Issuer Filing.  The Company shall use  commercially  reasonable
efforts to pursue the Issuer  Filing  until the NASD issues a letter  confirming
that it does  not  object  to the  terms  of the  offering  contemplated  by the
Registration  Statement.  The Company  shall  otherwise  use its best efforts to
comply with all applicable  rules and  regulations of the SEC in connection with
any registration.

                  q. Within two (2) Business Days after a Registration Statement
or Demand  Registration  Statement,  as  applicable,  which  covers  Registrable
Securities is ordered effective by the SEC, the Company shall deliver, and shall
cause legal counsel for the Company to deliver,  to the transfer  agent for such
Registrable   Securities  (with  copies  to  the  Investors  whose   Registrable
Securities are included in such  Registration  Statement or Demand  Registration
Statement,  as  applicable)  confirmation  that such  Registration  Statement or
Demand Registration Statement, as applicable, has been declared effective by the
SEC in the form attached hereto as EXHIBIT A.

                  r.  Notwithstanding  anything to the contrary  herein,  at any
time after the Effective Date, the Company may delay the disclosure of material,
non-public  information  concerning  the Company the  disclosure of which at the
time is not, in the good faith  opinion of the Board of Directors of the Company
and its  counsel,  in the best  interest of the  Company  and, in the opinion of
counsel to the Company, otherwise required (a "GRACE PERIOD"); provided that


                                       13
<PAGE>

the Company shall  promptly (i) notify the Investors in writing of the existence
of material,  non-public information giving rise to a Grace Period in conformity
with the  provisions  of this  Section  3(r)  (provided  that in each notice the
Company will not disclose the content of such material,  non-public  information
to the  Investors)  and the date on which the Grace Period will begin,  and (ii)
notify the Investors in writing of the date on which the Grace Period ends; and,
provided  further,  that no Grace Period shall exceed ten (10)  consecutive days
and during any three  hundred sixty five (365) day period there shall be no more
than three such Grace  Periods and the first day of any Grace  Period must be at
least five (5) Trading Days after the last day of any prior Grace Period  (each,
an "ALLOWABLE GRACE PERIOD").  For purposes of determining the length of a Grace
Period above, the Grace Period shall begin on and include the date the Investors
receive  the notice  referred  to in clause (i) and shall end on and include the
later of the date the  Investors  receive the notice  referred to in clause (ii)
and the date referred to in such notice.  The  provisions of Section 3(g) hereof
shall not be applicable  during the period of any Allowable  Grace Period.  Upon
expiration  of the Grace  Period,  the Company shall again be bound by the first
sentence  of Section  3(f) in respect of the  information  giving  rise  thereto
unless such material, non-public information is no longer applicable. Subject to
compliance with applicable securities laws, notwithstanding anything else to the
contrary,  the Company  shall  cause its  transfer  agent to deliver  unlegended
shares of Common Stock to a  transferee  of an Investor in  accordance  with the
terms  of the  Securities  Purchase  Agreement,  and  delivered  a  copy  of the
prospectus included as part of the applicable  Registration Statement (unless an
exemption  from  such  prospectus  delivery  requirement  exists),  prior to the
Investor's  receipt of the notice of a Grace  Period and for which the  Investor
has not yet settled.

                  s. The  Company  shall use its best  efforts to  maintain  the
eligibility  of  its  registration   statement(s)  on  Form  SB-2,  or  S-3,  as
applicable,  until the  earliest of (i) the date as of which the  Investors  may
sell all of the Registrable  Securities  covered by such Registration  Statement
without restriction  pursuant to Rule 144(k) (or successor thereto)  promulgated
under the 1933  Act,  (ii) the third  anniversary  hereof,  or (iii) the date on
which the Investors shall have sold all of the Registrable Securities covered by
such Registration Statement or Demand Registration Statement, as applicable.

            4. OBLIGATIONS OF THE INVESTORS.

                  a.  At  least  five  (5)  Business  Days  prior  to the  first
anticipated  filing  date of a  Registration  Statement  or Demand  Registration
Statement,  as applicable,  the Company shall notify each Investor in writing of
the  information  the Company  requires from each such Investor if such Investor
elects to have any of such Investor's  Registrable  Securities  included in such
Registration Statement or Demand Registration  Statement,  if applicable to such
Investor  pursuant to Section  2(e).  It shall be a condition  precedent  to the
obligations  of the  Company  to  complete  the  registration  pursuant  to this
Agreement in respect of the Registrable Securities of a particular Investor that
such Investor shall furnish to the Company such  information  regarding  itself,
the Registrable  Securities held by it and the intended method of disposition of
the Registrable  Securities held by it as shall be reasonably required to effect
the  effectiveness of the registration of such Registrable  Securities and shall
execute such documents in connection  with such  registration as the Company may
reasonably request.


                                       14
<PAGE>

                  b.  Each  Investor,  by  such  Investor's  acceptance  of  the
Registrable  Securities,  agrees to  cooperate  with the  Company as  reasonably
requested by the Company in connection  with the  preparation  and filing of any
Registration Statement hereunder,  unless such Investor has notified the Company
in  writing  of such  Investor's  election  to  exclude  all of such  Investor's
Registrable Securities from such Registration Statement.

                  c. Each Investor  agrees that, upon receipt of any notice from
the Company of the happening of any event of the kind  described in Section 3(g)
or the first  sentence  of 3(f),  such  Investor  will  immediately  discontinue
disposition of Registrable Securities pursuant to any Registration  Statement(s)
or Demand Registration  Statement(s),  as applicable,  covering such Registrable
Securities  until  such  Investor's  receipt  of copies of the  supplemented  or
amended  prospectus  contemplated  by Section 3(g) or the first sentence of 3(f)
has been filed with the SEC or receipt of notice that no supplement or amendment
is  required.   Subject  to  compliance   with   applicable   securities   laws,
notwithstanding  anything  else to the  contrary,  the  Company  shall cause its
transfer agent to deliver  unlegended  shares of Common Stock to a transferee of
an Investor in accordance with the terms of the Securities Purchase Agreement if
requested by such Investor prior to the Investor's  receipt of a notice from the
Company of the  happening of any event of the kind  described in Section 3(g) or
the first  sentence of 3(f) and as to the sale of which the Investor has not yet
settled.

                  d. Each Investor covenants and agrees that it will comply with
the prospectus  delivery  requirements of the 1933 Act as applicable to it or an
exemption therefrom in connection with sales of Registrable  Securities pursuant
to the Registration Statement or Demand Registration Statement, as applicable.

            5. EXPENSES OF REGISTRATION.

            All  reasonable  expenses,  other than  underwriting  discounts  and
commissions incurred in connection with registrations, filings or qualifications
pursuant to Sections 2 and 3, including,  without limitation,  all registration,
listing and  qualifications  fees,  printers and  accounting  fees, and fees and
disbursements  of counsel for the  Company,  shall be paid by the  Company.  The
Company shall also  reimburse the  Investors for the fees and  disbursements  of
Legal Counsel in connection with registration,  filing or qualification pursuant
to Sections 2 and 3 of this Agreement which amount shall be limited to $35,000.

            6. INDEMNIFICATION.

            In  the  event  any   Registrable   Securities  are  included  in  a
Registration Statement or Demand Registration  Statement,  as applicable,  under
this Agreement:

                  a. To the fullest  extent  permitted by law, the Company will,
and hereby  does,  indemnify,  hold  harmless  and  defend  each  Investor,  the
directors,  officers, members, partners, employees, agents,  representatives of,
and each Person,  if any,  who  controls any Investor  within the meaning of the
1933 Act or the 1934 Act (each,  an "INDEMNIFIED  PERSON"),  against any losses,
claims,  damages,  liabilities,  judgments,  fines,  penalties,  charges, costs,
reasonable  attorneys'  fees,  amounts paid in settlement or expenses,  joint or
several,  (collectively,  "CLAIMS")  incurred  in  investigating,  preparing  or
defending any action, claim, suit,


                                       15
<PAGE>

inquiry,  proceeding,  investigation  or appeal  taken from the  foregoing by or
before any court or governmental,  administrative  or other  regulatory  agency,
body or the SEC,  whether  pending or threatened,  whether or not an indemnified
party is or may be a party thereto ("INDEMNIFIED DAMAGES"), to which any of them
may become subject  insofar as such Claims (or actions or  proceedings,  whether
commenced or threatened, in respect thereof) arise out of or are based upon: (i)
any  untrue  statement  or alleged  untrue  statement  of a  material  fact in a
Registration  Statement or Demand  Registration  Statement or any post-effective
amendment  thereto or in any filing made in connection with the qualification of
the offering under the  securities or other "blue sky" laws of any  jurisdiction
in which Registrable Securities are offered ("BLUE SKY FILING"), or the omission
or alleged  omission to state a material fact  required to be stated  therein or
necessary  to make the  statements  therein  not  misleading,  (ii)  any  untrue
statement  or alleged  untrue  statement  of a material  fact  contained  in any
preliminary  prospectus if used prior to the effective date of such Registration
Statement or Demand Registration Statement,  as applicable,  or contained in the
final prospectus (as amended or supplemented, if the Company files any amendment
thereof or supplement  thereto with the SEC) or the omission or alleged omission
to state  therein  any  material  fact  necessary  to make the  statements  made
therein,  in the light of the circumstances  under which the statements  therein
were made,  not  misleading,  (iii) any  violation  or alleged  violation by the
Company  of the 1933  Act,  the 1934  Act,  any other  law,  including,  without
limitation,  any state  securities  law,  or any rule or  regulation  thereunder
relating  to the  offer  or sale of the  Registrable  Securities  pursuant  to a
Registration Statement or Demand Registration Statement, as applicable,  or (iv)
any  violation  of this  Agreement  (the  matters in the  foregoing  clauses (i)
through (iv) being,  collectively,  "VIOLATIONS").  Subject to Section 6(c), the
Company shall reimburse the Indemnified  Persons,  promptly as such expenses are
incurred and are due and payable,  for reasonable legal fees or other reasonable
expenses incurred by them in connection with investigating or defending any such
Claim.   Notwithstanding   anything  to  the  contrary   contained  herein,  the
indemnification agreement contained in this Section 6(a): (i) shall not apply to
a Claim by an Indemnified  Person arising out of or based upon a Violation which
occurs in reliance upon and in conformity with information  furnished in writing
to the Company by such Indemnified  Person for such Indemnified Person expressly
for use in connection  with the  preparation  of the  Registration  Statement or
Demand  Registration  Statement  or any such  amendment  thereof  or  supplement
thereto if the  prospectus  contained  therein was timely made  available by the
Company to such  Indemnified  Person and (ii) shall not apply to amounts paid in
settlement of any Claim if such settlement is effected without the prior written
consent of the Company,  which  consent  shall not be  unreasonably  withheld or
delayed.  Such indemnity shall remain in full force and effect regardless of any
investigation  made by or on behalf of the Indemnified  Person and shall survive
the transfer of the Registrable  Securities by the Investors pursuant to Section
9.

                  b. In  connection  with any  Registration  Statement or Demand
Registration  Statement,  as applicable,  in which an Investor is participating,
each such Investor agrees to severally and not jointly indemnify,  hold harmless
and defend, to the same extent and in the same manner as is set forth in Section
6(a),  the Company,  each of its  directors,  each of its officers who signs the
Registration Statement or Demand Registration Statement, as applicable, and each
Person,  if any, who controls the Company  within the meaning of the 1933 Act or
the 1934 Act (each,  an "INDEMNIFIED  PARTY"),  against any Claim or Indemnified
Damages to which any of them may become  subject,  under the 1933 Act,  the 1934
Act or otherwise,  insofar as such Claim or Indemnified  Damages arise out of or
are  based  upon any  Violation,  in each  case to the


                                       16
<PAGE>

extent, and only to the extent,  that such Violation occurs in reliance upon and
in conformity with written information furnished to the Company by such Investor
expressly  for use in  connection  with such  Registration  Statement  or Demand
Registration  Statement,  as  applicable;  and,  subject to Section  6(c),  such
Investor will  reimburse any legal or other expenses  reasonably  incurred by an
Indemnified Party in connection with  investigating or defending any such Claim;
PROVIDED,  HOWEVER,  that the indemnity agreement contained in this Section 6(b)
and the  agreement in respect of  contribution  contained in Section 7 shall not
apply to amounts paid in settlement of any Claim if such  settlement is effected
without the prior written  consent of such Investor,  which consent shall not be
unreasonably withheld or delayed; PROVIDED,  FURTHER, HOWEVER, that the Investor
shall be liable  under  this  Section  6(b) for only  that  amount of a Claim or
Indemnified  Damages as does not exceed the net  proceeds to such  Investor as a
result  of the sale of  Registrable  Securities  pursuant  to such  Registration
Statement or Demand Registration Statement, as applicable.  Such indemnity shall
remain in full force and effect  regardless of any  investigation  made by or on
behalf  of  such  Indemnified  Party  and  shall  survive  the  transfer  of the
Registrable Securities by the Investors pursuant to Section 9.

                  c.  Promptly  after  receipt  by  an  Indemnified   Person  or
Indemnified  Party  under this  Section 6 of notice of the  commencement  of any
action or proceeding (including any governmental action or proceeding) involving
a Claim,  such  Indemnified  Person or  Indemnified  Party shall,  if a Claim in
respect thereof is to be made against any indemnifying  party under this Section
6,  deliver  to the  indemnifying  party a written  notice  of the  commencement
thereof, and the indemnifying party shall have the right to participate in, and,
to the  extent  the  indemnifying  party so  desires,  jointly  with  any  other
indemnifying party similarly  noticed,  to assume control of the defense thereof
with counsel mutually satisfactory to the indemnifying party and the Indemnified
Person or the Indemnified Party, as the case may be; PROVIDED,  HOWEVER, that an
Indemnified  Person or Indemnified  Party shall have the right to retain its own
counsel  with the fees  and  expenses  of not  more  than one  counsel  for such
Indemnified  Person or Indemnified  Party to be paid by the indemnifying  party,
if, in the reasonable opinion of counsel retained by the indemnifying party, the
representation  by such counsel of the Indemnified  Person or Indemnified  Party
and the  indemnifying  party would be  inappropriate  due to actual or potential
differing interests between such Indemnified Person or Indemnified Party and any
other party  represented by such counsel in such  proceeding.  In the case of an
Indemnified  Person,  legal  counsel  referred to in the  immediately  preceding
sentence  shall be  selected  by the  Investors  holding at least a majority  in
interest of the Registrable Securities included in the Registration Statement or
Demand Registration  Statement,  as applicable,  to which the Claim relates. The
Indemnified  Party  or  Indemnified   Person  shall  cooperate  fully  with  the
indemnifying  party in connection  with any  negotiation  or defense of any such
action or Claim by the indemnifying  party and shall furnish to the indemnifying
party  all  information   reasonably  available  to  the  Indemnified  Party  or
Indemnified Person which relates to such action or Claim. The indemnifying party
shall keep the Indemnified Party or Indemnified  Person  reasonably  apprised at
all times as to the status of the  defense  or any  settlement  negotiations  in
respect thereof. No indemnifying party shall be liable for any settlement of any
action,  claim  or  proceeding  effected  without  its  prior  written  consent;
PROVIDED,  HOWEVER, that the indemnifying party shall not unreasonably withhold,
delay or condition its consent.  No indemnifying party shall,  without the prior
written consent of the Indemnified Party or Indemnified Person, consent to entry
of any judgment or enter into any settlement or other  compromise which does not
include as an unconditional term thereof the giving by the claimant or plaintiff
to such


                                       17
<PAGE>

Indemnified  Party or  Indemnified  Person of a release  from all  liability  in
respect to such Claim or litigation,  and such settlement  shall not include any
admission  as  to  fault  on  the  part  of  the  Indemnified  Party.  Following
indemnification  as provided  for  hereunder,  the  indemnifying  party shall be
subrogated  to all  rights of the  Indemnified  Party or  Indemnified  Person in
respect of all third parties,  firms or corporations  relating to the matter for
which  indemnification  has been made. The failure to deliver  written notice to
the indemnifying  party within a reasonable time of the commencement of any such
action  shall  not  relieve  such  indemnifying  party of any  liability  to the
Indemnified  Person or  Indemnified  Party  under this  Section 6, except to the
extent that the  indemnifying  party is materially  prejudiced in its ability to
defend such action.

                  d. The  indemnification  required  by this  Section 6 shall be
made by  periodic  payments  of the  amount  thereof  during  the  course of the
investigation or defense,  as and when bills are received or Indemnified Damages
are incurred.

                  e.  The  indemnity  agreements  contained  herein  shall be in
addition to (i) any cause of action or similar right of the Indemnified Party or
Indemnified  Person  against  the  indemnifying  party or  others,  and (ii) any
liabilities the indemnifying party may be subject to pursuant to the law.

            7. CONTRIBUTION.

            To the  extent  any  indemnification  by an  indemnifying  party  is
prohibited or limited by law, the indemnifying  party agrees to make the maximum
contribution  in respect of any amounts for which it would  otherwise  be liable
under Section 6 to the fullest extent permitted by law; PROVIDED, HOWEVER, that:
(i) no Person  involved in the sale of Registrable  Securities,  which Person is
guilty of fraudulent  misrepresentation  (within the meaning of Section 11(f) of
the 1933 Act) in connection  with such sale,  shall be entitled to  contribution
from any Person  involved  in such sale of  Registrable  Securities  who was not
guilty of fraudulent  misrepresentation;  and (ii) contribution by any seller of
Registrable  Securities shall be limited in amount to the net amount of proceeds
received by such seller from the sale of such Registrable Securities pursuant to
such Registration Statement or Demand Registration Statement, as applicable.

            8. REPORTS UNDER THE 1934 ACT.

            With a view to making  available  to the  Investors  the benefits of
Rule 144 promulgated  under the 1933 Act or any other similar rule or regulation
of the SEC that may at any time permit the  Investors to sell  securities of the
Company to the public without registration ("RULE 144"), the Company agrees to:

                  a. make and keep public information available,  as those terms
are understood and defined in Rule 144;

                  b. file with the SEC in a timely  manner all reports and other
documents required of the Company under the 1933 Act and the 1934 Act so long as
the Company remains subject to such  requirements and the filing of such reports
and other documents is required for the applicable provisions of Rule 144; and


                                       18
<PAGE>

                  c.  furnish to each  Investor  so long as such  Investor  owns
Registrable  Securities,  promptly upon request,  (i) a written statement by the
Company,  if true, that it has complied with the reporting  requirements of Rule
144,  the 1933 Act and the 1934 Act,  (ii) a copy of the most  recent  annual or
quarterly report of the Company and such other reports and documents so filed by
the Company and (iii) such other  information as may be reasonably  requested to
permit  the  Investors  to sell such  securities  pursuant  to Rule 144  without
registration.

            9. ASSIGNMENT OF REGISTRATION RIGHTS.

            The rights under this Agreement shall be automatically assignable by
the  Investors  to any  transferee  of all or any  portion  of  such  Investor's
Registrable  Securities  if:  (i)  the  Investor  agrees  in  writing  with  the
transferee  or assignee to assign  such rights and a copy of such  agreement  is
furnished to the Company within a reasonable  time after such  assignment;  (ii)
the Company is,  within a  reasonable  time after such  transfer or  assignment,
furnished with written notice of (a) the name and address of such  transferee or
assignee and (b) the securities in respect of which such registration rights are
being  transferred  or assigned;  (iii)  immediately  following such transfer or
assignment  the further  disposition  of such  securities  by the  transferee or
assignee is restricted  under the 1933 Act or applicable  state securities laws;
(iv) at or before the time the Company receives the written notice  contemplated
by clause (ii) of this sentence,  the  transferee or assignee  agrees in writing
with the Company to be bound by all of the provisions  contained herein; and (v)
such  transfer   shall  have  been  made  in  accordance   with  the  applicable
requirements of the Securities Purchase Agreement.

            10. AMENDMENT OF REGISTRATION RIGHTS.

            Provisions  of this  Agreement  may be  amended  and the  observance
thereof may be waived (either  generally or in a particular  instance and either
retroactively  or  prospectively),  only with the written consent of the Company
and the Required  Holders.  Any amendment or waiver  effected in accordance with
this  Section 10 shall be binding upon each  Investor  and the Company.  No such
amendment  shall be  effective to the extent that it applies to less than all of
the holders of the Registrable Securities.  No consideration shall be offered or
paid to any  Person  to amend or  consent  to a waiver  or  modification  of any
provision of any of this Agreement unless the same consideration also is offered
to all of the parties to this Agreement.

            11. MISCELLANEOUS.

                  a. The  provisions of this  Agreement  shall apply to the full
extent set forth herein in respect of (i) the shares of Common  Stock,  (ii) any
and all shares of voting  common  stock of the Company  into which the shares of
Common Stock are converted,  exchanged or substituted in any recapitalization or
other  capital  reorganization  by the  Company  and  (iii)  any and all  equity
securities of the Company or any successor or assign of the Company  (whether by
merger,  consolidation,  sale of  assets  or  otherwise)  which may be issued in
respect of, in conversion of, in exchange for or in substitution  of, the shares
of Common Stock and shall be  appropriately  adjusted  for any stock  dividends,
splits,  reverse  splits  (other  than  the  Reverse  Split  as  defined  in the
Securities Purchase  Agreement),  combinations,  recapitalizations  and the like
occurring  after the date hereof.  The Company shall not enter into an agreement
in respect of a Fundamental Transaction (as defined in the Notes) which does not
provide  that the  Successor


                                       19
<PAGE>

Entity (as defined in the Notes), if any, shall assume the obligations set forth
herein or enter into a new  registration  rights agreement with the Investors on
terms  substantially  the same as those  remaining  under  this  Agreement  as a
condition of any such transaction.

                  b. A Person is deemed to be a holder of Registrable Securities
whenever  such  Person  owns or is  deemed  to own of  record  such  Registrable
Securities.  If  the  Company  receives  conflicting  instructions,  notices  or
elections  from  two  or  more  Persons  in  respect  of  the  same  Registrable
Securities,  the  Company  shall act upon the basis of  instructions,  notice or
election received from the record owner of such Registrable Securities.

                  c. Any  notices,  consents,  waivers  or other  communications
required or permitted to be given under the terms of this  Agreement  must be in
writing  and will be deemed  to have  been  delivered:  (i) upon  receipt,  when
delivered personally provided same is on a Business Day and, if not, on the next
Business Day; (ii) upon receipt,  when sent by facsimile (provided  confirmation
of transmission is mechanically or electronically  generated and kept on file by
the sending  party)  provided same is on a Business Day and, if not, on the next
Business Day; (iii) one (1) Business Day after deposit with an overnight courier
service,  in each case  properly  addressed to the party to receive the same; or
(iv) if sent by certified mail, return receipt requested, when received or three
(3) days after deposited in the mails, whichever occurs first. The addresses and
facsimile numbers for such communications shall be:

      If to the Company:

            Aerobic Creations, Inc.
            547 Boulevard
            Kenilworth, NJ 07033
            Telephone: (908) 497-0280
            Facsimile: (908) 497-0295
            Attention: Robert Agresti

            with a copy to:

            Brown Rudnick Berlack Israels LLP
            One Financial Center
            Boston, MA  02111
            Telephone: (617) 856-8200
            Facsimile: (617) 856-8201
            Attention: Raymer McQuiston, Esq.
                       John G. Nossiff, Jr., Esq.

If to an Investor,  to its address and facsimile number set forth in the records
of the Company or the Transfer Agent, as applicable, with copies to such Buyer's
representatives as set forth on the Schedule of Buyers,

      with a copy (for informational purposes) to:


                                       20
<PAGE>

            Schulte Roth & Zabel LLP
            919 Third Avenue
            New York, New York  10022
            Telephone: (212) 756-2000
            Facsimile: (212) 593-5955
            Attention: Eleazer N. Klein, Esq.

or to such other address and/or facsimile number and/or to the attention of such
other Person as the  recipient  party has  specified by written  notice given to
each  other  party  five (5) days  prior to the  effectiveness  of such  change.
Written  confirmation  of receipt  (A) given by the  recipient  of such  notice,
consent,  waiver or other  communication,  (B)  mechanically  or  electronically
generated by the sender's facsimile machine containing the time, date, recipient
facsimile  number  and an image of the first  page of such  transmission  or (C)
provided by a courier or overnight courier service shall be rebuttable  evidence
of  personal  service,  receipt  by  facsimile  or  receipt  from  a  nationally
recognized  overnight  delivery  service in accordance  with clause (i), (ii) or
(iii) above, respectively.

            d.  Failure of any party to exercise  any right or remedy under this
Agreement or otherwise,  or delay by a party in exercising such right or remedy,
shall not operate as a waiver thereof.

            e. All questions concerning the construction,  validity, enforcement
and  interpretation  of this Agreement shall be governed by the internal laws of
the State of New York, without giving effect to any choice of law or conflict of
law  provision  or  rule  (whether  of the  State  of  New  York  or  any  other
jurisdictions) that would cause the application of the laws of any jurisdictions
other than the State of New York. Each party hereby  irrevocably  submits to the
exclusive  jurisdiction  of the state and federal  courts sitting in The City of
New York, Borough of Manhattan, for the adjudication of any dispute hereunder or
in connection herewith or with any transaction  contemplated hereby or discussed
herein,  and hereby  irrevocably  waives,  and agrees not to assert in any suit,
action  or  proceeding,  any  claim  that it is not  personally  subject  to the
jurisdiction of any such court,  that such suit, action or proceeding is brought
in an inconvenient forum or that the venue of such suit, action or proceeding is
improper.  Each party hereby  irrevocably waives personal service of process and
consents  to process  being  served in any such suit,  action or  proceeding  by
mailing a copy thereof to such party at the address for such notices to it under
this Agreement and agrees that such service shall constitute good and sufficient
service of process and notice thereof.  The Company hereby appoints  Corporation
Service  Company,  as its agent for  service  of  process  in New York.  Nothing
contained  herein shall be deemed to limit in any way any right to serve process
in any manner  permitted  by law. If any  provision of this  Agreement  shall be
invalid   or   unenforceable   in   any   jurisdiction,   such   invalidity   or
unenforceability  shall  not  affect  the  validity  or  enforceability  of  the
remainder  of  this   Agreement  in  that   jurisdiction   or  the  validity  or
enforceability  of any  provision of this  Agreement in any other  jurisdiction.
EACH PARTY HEREBY  IRREVOCABLY  WAIVES ANY RIGHT IT MAY HAVE,  AND AGREES NOT TO
REQUEST,  A JURY  TRIAL FOR THE  ADJUDICATION  OF ANY  DISPUTE  HEREUNDER  OR IN
CONNECTION  HEREWITH  OR  ARISING  OUT OF  THIS  AGREEMENT  OR  ANY  TRANSACTION
CONTEMPLATED HEREBY.


                                       21
<PAGE>

            f.  This  Agreement  supersedes  all  other  prior  oral or  written
agreements  between the Company,  their  affiliates  and Persons acting on their
behalf in respect of the  matters  discussed  herein,  and this  Agreement,  the
Transaction  Documents and the instruments  referenced herein contain the entire
understanding  of the  parties  in  respect of the  matters  covered  herein and
therein and,  except as  specifically  set forth herein or therein,  neither the
Company  nor  any  Buyer  makes  any  representation,   warranty,   covenant  or
undertaking  in respect of such matters.  No provision of this  Agreement may be
amended other than by an instrument  in writing  signed by the Company,  and the
Required  Holders,  and any amendment to this Agreement made in conformity  with
the  provisions of this Section 11(f) shall be binding on all Buyers and holders
of Securities as applicable.  No provision hereof may be waived other than by an
instrument in writing signed by the party against whom enforcement is sought. No
such amendment shall be effective to the extent that it applies to less than all
of the holders of the applicable  Securities then outstanding.  No consideration
shall be  offered  or paid to any  Person  to amend or  consent  to a waiver  or
modification  of any provision of any of the  Transaction  Documents  unless the
same  consideration  also is  offered to all of the  parties to the  Transaction
Documents,  holders of Notes or holders of the Warrants, as the case may be. The
Company has not,  directly or indirectly,  made any  agreements  with any Buyers
relating to the terms or  conditions  of the  transactions  contemplated  by the
Transaction Documents except as set forth in the Transaction Documents.  Without
limiting the foregoing,  the Company confirms that,  except as set forth in this
Agreement  and the  applicable  Transaction  Documents,  no  Buyer  has made any
commitment  or promise or has any other  obligation  to provide any financing to
the Company or otherwise.

            g. Subject to the  requirements  of Section 9, this Agreement  shall
inure to the benefit of and be binding upon the permitted successors and assigns
of each of the parties hereto.

            h. The headings in this  Agreement are for  convenience of reference
only  and  shall  not form a part  of,  or  affect  the  interpretation  of this
Agreement.

            i.  This  Agreement  may  be  executed  in  two  or  more  identical
counterparts,  all of which 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;  provided  that a facsimile  signature  shall be
considered  due execution  and shall be binding upon the signatory  thereto with
the same force and effect as if the signature were an original,  not a facsimile
signature.

            j.  Each  party  shall  do and  perform,  or  cause  to be done  and
performed,  all such further acts and things,  and shall execute and deliver all
such other  agreements,  certificates,  instruments and documents,  as any other
party may reasonably request in order to carry out the intent and accomplish the
purposes of this Agreement and the consummation of the transactions contemplated
hereby.

            k. All consents and other determinations  required to be made by the
Investors  pursuant to this Agreement shall be made, unless otherwise  specified
in this  Agreement,  by the Required  Holders,  determined  as if all of the (i)
Notes held by Investors were converted into, and (ii) Warrants held by Investors
then outstanding were exercised for,  Registrable  Securities  without regard to
any limitation on conversion of the Notes or exercise of the Warrants.


                                       22
<PAGE>

            l. 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.

            m. This  Agreement is intended for the benefit of the parties hereto
and  their  respective  permitted  successors  and  assigns,  and is not for the
benefit of, nor may any provision hereof be enforced by, any other Person except
to the extent set forth in Section 6.

            n. The  obligations  of each Investor  hereunder are several and not
joint with the  obligations  of any other  Investor,  and no  provision  of this
Agreement is intended to confer any  obligations  on any Investor  vis-a-vis any
other Investor.  Nothing contained  herein,  and no action taken by any Investor
pursuant  hereto,  shall be deemed to constitute the Investors as a partnership,
an  association,  a joint  venture  or any  other  kind of  entity,  or create a
presumption that the Investors are in any way acting in concert or as a group in
respect of such obligations or the transactions contemplated herein.

            o. This Agreement and each of the provisions hereof shall be subject
to the Intercreditor Agreement

                                   * * * * * *

                                       23
<PAGE>

            IN WITNESS  WHEREOF,  each Buyer and the Company  have caused  their
respective  signature  page to this  Registration  Rights  Agreement  to be duly
executed as of the date first written above.

                                           COMPANY:

                                           AEROBIC CREATIONS, INC.


                                           By: _________________________________
                                               Name:
                                               Title:

                       [Signature Pages of Buyers Follow]

<PAGE>

            IN WITNESS  WHEREOF,  each Buyer and the Company  have caused  their
respective  signature  page to this  Registration  Rights  Agreement  to be duly
executed as of the date first written above.

                                           BUYERS:

                                           SILVER OAK CAPITAL, L.L.C.


                                           By: _________________________________
                                               Name:
                                               Title:

<PAGE>

            IN WITNESS  WHEREOF,  each Buyer and the Company  have caused  their
respective  signature  page to this  Registration  Rights  Agreement  to be duly
executed as of the date first written above.

                                           BUYERS:

                                           [BUYER]


                                           By: _________________________________
                                               Name:
                                               Title:

<PAGE>

                               SCHEDULE OF BUYERS

<TABLE>
<CAPTION>
                                                  BUYER'S ADDRESS                 BUYER'S REPRESENTATIVE'S ADDRESS
               BUYER                           AND FACSIMILE NUMBER                     AND FACSIMILE NUMBER
<S>                                <C>                                          <C>
Silver Oak Capital, L.L.C.         [               ]
                                   Attention:                                   PAUL, WEISS, RIFKIND, WHARTON &
                                   Facsimilie:                                  GARRISON LLP
                                   Telephone:                                   1285 Avenue of the Americas | New
                                   Residence:                                   York, NY 10019-6064
                                                                                Attn: Doug Cifu
Alexandra Global Master Fund LTD   c/o Alexandra Investment Management, LLC
                                   767 Third Avenue,
                                   39th Floor
                                   New York, NY 10019
                                   Attention: Dov Gal
                                              Mikhail Filimonov
                                   Facsimilie:
                                   Telephone:
                                   Residence:
Bay Harbour Management             885 Third Ave, 34th Floor
                                   New York, NY 10016
                                   Attention: Gaurav Aggarwal
                                              Steven Van Dyke
                                   Facsimilie:
                                   Telephone:
                                   Residence:
CAMOFI Master LDC                  c/o Centrecourt Asset Management LLC
                                   350 Madison Avenue, 8th Floor
                                   New York, NY 10017
                                   Attention: Jeffrey M. Haas
                                   Facsimilie:
                                   Telephone:
                                   Residence:
Diamond Opportunity Fund, LLC      500 Skokie Blvd, Suite 300
                                   Northbrook, IL 60062
                                   Attention: Richard Marks
                                   Facsimilie:
                                   Telephone:
                                   Residence:
Evolution Master Fund LTD SPC,     c/o Evolution Capital Management, LLC
Segregated Portfolio M             1132 Bishop Street, Suite 1880
                                   Honolulu, HI 96813
                                   Attention: Adrian Brindle
                                   Facsimilie:
                                   Telephone:
                                   Residence:
</TABLE>

<PAGE>

<TABLE>
<S>                                <C>                                          <C>
Harvest Capital, LP                Marjorie G. Kellner
                                   c/o Harvest Management LLC
                                   600 Madison Avenue - 11th Floor
                                   New York, NY 10022
                                   Attention:
                                   Facsimilie:
                                   Telephone:
                                   Residence:
Harvest Offshore Investors, Ltd.   c/o Harvest Management LLC
                                   600 Madison Avenue - 11th Floor
                                   New York, NY 10022
                                   Attention: Marjorie G. Kellner
                                   Facsimilie:
                                   Telephone:
                                   Residence:
TE Harvest Portfolio, Ltd.         c/o Harvest Management LLC
                                   600 Madison Avenue - 11th Floor
                                   New York, NY 10022
                                   Attention: Marjorie G. Kellner
                                   Facsimilie:
                                   Telephone:
                                   Residence:
JMG Capital Partners, LP           11601 Wilshire Blvd,
                                   Ste 2180
                                   Los Angeles, CA 90025
                                   Attention: Nouk Newton
JMG Triton Offshore Fund, Ltd      Wickham Cay
                                   Road Town Tortola BVI
                                   11601 Wilshire Blvd, Ste 2180
                                   Los Angeles, CA 90025
                                   Attention: Nouk Newton
                                   Facsimilie:
                                   Telephone:
                                   Residence:
Shoshone Partners, L.P.            485 Underhill Blvd.
                                   Suite 205
                                   Syosset, NY 11791
                                   Attention: Lisa Nigro
                                              Pat Eaton-Buettner
                                              Anthony Campbell
                                              David Jeuda
                                   Facsimilie:
                                   Telephone:
                                   Residence:
Knott Partners, L.P.               485 Underhill Blvd.
                                   Suite 205
                                   Syosset, NY 11791
                                   Attention: Lisa Nigro
                                              Pat Eaton-Buettner
                                              Anthony Campbell
                                              David Jeuda
                                   Facsimilie:
                                   Telephone:
                                   Residence:
</TABLE>

<PAGE>

<TABLE>
<S>                                <C>                                          <C>
Finderne LLC                       485 Underhill Blvd.
                                   Suite 205
                                   Syosset, NY 11791
                                   Attention: Lisa Nigro
                                              Pat Eaton-Buettner
                                              Anthony Campbell
                                              David Jeuda
                                   Facsimilie:
                                   Telephone:
                                   Residence:
Mulsanne Partners, L.P.            485 Underhill Blvd.
                                   Suite 205
                                   Syosset, NY 11791
                                   Attention: Lisa Nigro
                                              Pat Eaton-Buettner
                                              Anthony Campbell
                                              David Jeuda
                                   Facsimilie:
                                   Telephone:
                                   Residence:
Matterhorn Offshore Fund Ltd.      485 Underhill Blvd.
                                   Suite 205
                                   Syosset, NY 11791
                                   Attention: Lisa Nigro
                                              Pat Eaton-Buettner
                                              Anthony Campbell
                                              David Jeuda
                                   Facsimilie:
                                   Telephone:
                                   Residence:
CommonFund Hedged Equity Company   485 Underhill Blvd.
                                   Suite 205
                                   Syosset, NY 11791
                                   Attention: Lisa Nigro
                                              Pat Eaton-Buettner
                                              Anthony Campbell
                                              David Jeuda
                                   Facsimilie:
                                   Telephone:
                                   Residence:
Good Steward Trading Co. s.p.c.    485 Underhill Blvd.
                                   Suite 205
                                   Syosset, NY 11791
                                   Attention: Lisa Nigro
                                              Pat Eaton-Buettner
                                              Anthony Campbell
                                              David Jeuda
                                   Facsimilie:
                                   Telephone:
                                   Residence:
</TABLE>

<PAGE>

<TABLE>
<S>                                <C>                                          <C>
Radcliffe SPC, Ltd. for and on     c/o RG Capital Management, L.P.
behalf of the Class A Segregated   3 Bala Plaza - East
Portfolio                          Suite 501
                                   Bala Cynwyd, PA 19004
                                   Attention: Gerald F. Stahlecker
                                   Facsimilie:
                                   Telephone:
                                   Residence:
Wolverine Convertible Arbitrage    c/o Wolverine Asset Management
Trading, Limited                   175 W Jackson #200
                                   Chicago, IL 60604
                                   Attention: Andy Sujdak
                                              Alicia Alvez
                                   Facsimilie:
                                   Telephone:
                                   Residence:
</TABLE>

<PAGE>

                                                                   SCHEDULE 2(B)

                                EXISTING HOLDERS

Robert Agresti - 434,561                   Gregory DeSaye - 43,750

Christopher Dombalis - 351,897             Peter Klaver - 208,713

Neil Devine - 36,000                       James Madden - 283,995

Raymer McQuiston - 370,033                 Robert O'Neill - 43,750

Paul Shahbazian - 197,959                  Peter Stone - 142,695

Michael DeSaye - 43,750                    William Knight - 345,772

Robert Lee - 334,875                       Robert Wu - 334,875

Protex Holdings Limited - 450,000          Paul Gaidis - 18,500

James Deveau - 27,250                      Darren Young - 12,500

Juan Rocio - 18,500                        Richard Nazarro - 15,500

Kenneth Kausner - 2,000                    James O'Neill - 15,500

Anthony Marcello - 14,000                  Joseph Cangelosi - 15,500

John Kurowski - 15,500                     Debra Ann Sheehy - 13,500

Owen Kelly - 15,500                        Sean Burns - 2,500

Thomas Pentland - 2,500                    Kenneth Savulich - 7,500

Gary Hecht - 12,500                        Thomas Wyville - 2,500

Brian Southwell - 8,500                    Di Wang

James Killen - 2,500                       Han Huy Ling - 1,000

Lucille Waldrip - 500                      Joseph A. DeSaye - 18,750

Wang Dong - 18,500

FMI, INC. - 1,105,840

<PAGE>

KRG CAPITAL FUND (FF), L.P. - 7,423        KRG CO-INVESTMENT, LLC - 654

KRG CAPITAL FUND II, L.P. - 301,695        KRG CAPITAL FUND (PA), L.P. - 94,388

INDOSUEZ CAPITAL PARTNERS. 2003,           ACAS EQUITY HOLDING CORP. - 99,610
L.L.C. - 41,780

INDOSUEZ CMII, INC. - 16,110

<PAGE>

                                                                       EXHIBIT A

                         FORM OF NOTICE OF EFFECTIVENESS
                            OF REGISTRATION STATEMENT

[Transfer Agent]
[address]

Attention: [                ]

            Re:   Aerobic Creations, Inc.

Ladies and Gentlemen:

            [We  are][I  am]  counsel to  Aerobic  Creations,  Inc.,  a Delaware
corporation (the "COMPANY"), and have represented Maritime Logistics US Holdings
Inc.  ("MLI") in  connection  with that certain  Securities  Purchase  Agreement
(Notes) (the "SECURITIES PURCHASE AGREEMENT") entered into by and among MLI, and
the Company  (pursuant to that certain Joinder Agreement dated as of November 8,
2006) and the buyers named therein  (collectively,  the  "HOLDERS")  pursuant to
which the Company issued to the Holders secured  convertible notes (the "NOTES")
convertible  into the Company's  common  stock,  $0.001 par value per share (the
"COMMON  STOCK")  and  warrants  exercisable  for  shares of Common  Stock  (the
"WARRANTS"). Pursuant to the Securities Purchase Agreement, the Company also has
entered into a Registration Rights Agreement with the Holders (the "REGISTRATION
RIGHTS AGREEMENT")  pursuant to which the Company agreed, among other things, to
register  the  Registrable  Securities  (as defined in the  Registration  Rights
Agreement), including the shares of Common Stock issuable upon conversion of the
Notes and the shares of Common Stock  issuable  upon  exercise of the  Warrants,
under the  Securities  Act of 1933,  as amended (the "1933 ACT").  In connection
with the Company's  obligations  under the  Registration  Rights  Agreement,  on
____________  ___,  200_,  the Company  filed a  Registration  Statement on Form
[S-3/SB-2] (File No.  333-_____________) (the "REGISTRATION STATEMENT") with the
Securities  and  Exchange  Commission  (the "SEC")  relating to the  Registrable
Securities which names each of the Holders as a selling stockholder thereunder.

            Please  notify us  immediately  upon the  request  of any  Holder to
transfer shares of Common Stock pursuant to the Registration  Statement. We will
then provide you a letter regarding the  transferability of the shares of Common
Stock under the Registration Statement.

                                             Very truly yours,

                                             Brown Rudnick Berlack Israels LLP

                                             By:_____________________

CC:   [LIST NAMES OF HOLDERS]


                                      A-1
<PAGE>

                                                                       EXHIBIT B

                              SELLING STOCKHOLDERS

      The shares of Common Stock being offered by the selling  stockholders  are
those  previously  issued to the selling  stockholders  and those  issuable upon
conversion  of the  convertible  notes and upon  exercise of the  warrants.  For
additional  information  regarding  the issuance of those shares of Common Stock
and warrants  and  convertible  notes and  warrants,  see "Private  Placement of
Common Stock and  Warrants"  and "Private  Placement  of  Convertible  Notes and
Warrants"  above.  We are  registering  the  shares of Common  Stock in order to
permit the  selling  stockholders  to offer the  shares for resale  from time to
time. Except for the ownership of the shares of common stock,  convertible notes
and warrants issued pursuant to the Securities Purchase Agreements,  the selling
stockholders who acquired their securities  pursuant to the Securities  Purchase
Agreements have not had any material  relationship with us within the past three
years.  [INCLUDE  IF  SUCH  PERSONS  ARE  "SELLING  SHAREHOLDERS"  -  MODIFY  AS
APPLICABLE:   ______________,   _________________,   and  _________________  are
officers, directors, and/or consultants of the company subject to the provisions
of a lock up agreement pursuant to which,  although their shares of Common Stock
are being registered for resale  hereunder,  are generally not permitted to sell
their  shares  for a period of at least two years  from the date of the  reverse
merger described under  "_______________"  in this prospectus.  _______________,
_______________,  and  __________________  acquired their shares of Common Stock
registered  for  resale  hereunder,  in  connection  with  various  transactions
pursuant to which the company  acquired  businesses  and/or  business  interests
previously  [controlled] by such persons.  Although their shares of Common Stock
are being registered for resale  hereunder,  they are generally not permitted to
sell  their  shares  for a period  of at least  two  years  from the date of the
reverse  merger.  For a description of the  acquisitions  of such businesses and
business   interests,   see   "_______________________"   in  this   prospectus.
________________,  __________________ and __________________  held shares of the
Company prior to the date of the reverse  merger and may therefore be considered
"promoters".  Rodman & Renshaw,  LLC acted as our placement  agent in respect of
the  issuance of the  convertible  notes and  warrants  and the shares of Common
Stock,  and  received  warrants  exercisable  for  shares  of  Common  Stock  in
connection therewith.]

      The table  below  lists the  selling  stockholders  and other  information
regarding the beneficial  ownership of the shares of Common Stock by each of the
selling  stockholders.  The second  column  lists the number of shares of Common
Stock beneficially owned by each selling stockholder,  based on its ownership of
the convertible  notes and warrants,  as of ________,  200_.(1) In computing the
number of shares  beneficially owned by a selling stockholder and the

----------
(1) Note to Draft: Each Investor's entry in this column should be footnoted with
the following text: As described  below, all conversions of, or exercises under,
the convertible  notes and the warrants are subject to the restriction that such
conversions  or  exercises  do not  result  in the  holder  and  its  affiliates
beneficially  owning more than 9.99% of our outstanding  shares of common stock.
Based on the [_______]  shares of our common stock that were  outstanding  as of
[insert date], as of such date, each of these selling stockholders may be deemed
to beneficially  own and may only convert and/or exercise a maximum of [_______]
shares of our common stock under its respective convertible note and warrant.


                                      B-1
<PAGE>

percentage  of  ownership of that  selling  stockholder,  shares of common stock
underlying  the  convertible  notes  and  the  warrants  held  by  that  selling
stockholder  that are convertible or exercisable,  as the case may be, within 60
days of  [insert  date] are  included.  Those  shares,  however,  are not deemed
outstanding  for the purpose of computing the percentage  ownership of any other
selling stockholder.  Each selling stockholder's  percentage of ownership in the
following table is based upon [______] shares of common stock  outstanding as of
[insert  date].  We will not  receive any of the  proceeds  from the sale of our
common stock by the selling  stockholders.  None of these  selling  stockholders
are, or are affiliates of, a broker-dealer registered under the Exchange Act.

      The third column  lists the shares of Common  Stock being  offered by this
prospectus by each selling stockholder.

      In accordance with the terms of registration  rights  agreements among the
Company and the  selling  stockholders,  this  prospectus  generally  covers the
resale of at least the shares of Common Stock issued in the private placement of
Common  Stock and warrants and 130% of the sum of the number of shares of Common
Stock issued or issuable (x) upon conversion of the convertible  notes,  and (y)
upon  exercise of the  warrants,  determined  as if the  outstanding  notes were
converted  and  warrants  were  exercised  in full,  each as of the  trading day
immediately  preceding the date the  registration  statement is initially  filed
with the SEC.  Because  the  conversion  price of the  convertible  notes may be
adjusted and the exercise  price of the warrants may be adjusted,  the number of
shares  that  will  actually  be issued  may be more or less than the  number of
shares being offered by this  prospectus.  The fourth column assumes the sale of
all of  the  shares  offered  by  the  selling  stockholders  pursuant  to  this
prospectus.

      Under  the terms of the  convertible  notes  and the  warrants,  a selling
stockholder  may not convert the  convertible  notes or exercise the warrants to
the extent such  conversion  or exercise  would cause such selling  stockholder,
together with its affiliates,  to beneficially  own a number of shares of Common
Stock which would exceed [9.99%] of our then outstanding  shares of Common Stock
following  such   conversion  or  exercise,   excluding  for  purposes  of  such
determination shares of Common Stock issuable upon conversion of the convertible
notes which have not been  converted and upon exercise of the warrants that have
not been  exercised.  The number of shares in the second column does not reflect
this  limitation.  The selling  stockholders may sell all, some or none of their
shares in this offering. See "Plan of Distribution."

<TABLE>
<CAPTION>
                                                                    MAXIMUM NUMBER OF SHARES
                                          NUMBER OF SHARES OWNED     TO BE SOLD PURSUANT TO       NUMBER OF SHARES
NAME OF SELLING STOCKHOLDER                  PRIOR TO OFFERING           THIS PROSPECTUS        OWNED AFTER OFFERING
<S>                                                                                                      <C>
                                                                                                         0
</TABLE>


                                      B-2
<PAGE>

                              PLAN OF DISTRIBUTION

      We are  registering  the shares of Common  Stock  issued  pursuant  to the
Securities  Purchase  Agreement  (Common and  Warrants) and the shares of Common
Stock issuable upon conversion of the convertible notes and upon exercise of the
warrants to permit the resale of these  shares of Common Stock by the holders of
the  convertible  notes and  warrants  from time to time  after the date of this
prospectus.  [INCLUDE IF SUCH  PERSONS ARE  "SELLING  SHAREHOLDERS"  - MODIFY AS
APPLICABLE:  We are  also  registering  the  shares  of  Common  Stock  held  by
______________,  _________________,  and  _________________  who  are  officers,
directors,    and/or   consultants   of   the   company,   by   _______________,
_______________,  and  __________________  who  acquired  their shares of Common
Stock in  connection  with  various  transactions  pursuant to which the company
acquired  businesses and/or business interests  previously  [controlled] by such
persons, by ________________, __________________ and __________________ who held
shares of the company  prior to the date of the  reverse  merger and by Rodman &
Renshaw,  LLC who received  warrants  exercisable  for shares of Common Stock in
connection  services  performed to the company as placement  agent.] We will not
receive any of the  proceeds  from the sale by the selling  stockholders  of the
shares  of Common  Stock.  We will bear all fees and  expenses  incident  to our
obligation to register the shares of Common Stock.

      The selling stockholders may sell all or a portion of the shares of Common
Stock  beneficially  owned by them and offered hereby from time to time directly
or through one or more underwriters,  broker-dealers or agents. If the shares of
Common  Stock are sold  through  underwriters  or  broker-dealers,  the  selling
stockholders  will be responsible for  underwriting  discounts or commissions or
agent's  commissions.  The  shares  of  Common  Stock may be sold in one or more
transactions  at fixed prices,  at  prevailing  market prices at the time of the
sale, at varying prices determined at the time of sale, or at negotiated prices.
These sales may be effected in transactions,  which may involve crosses or block
transactions,

      o     on any national  securities  exchange or quotation  service on which
            the securities may be listed or quoted at the time of sale;

      o     in the over-the-counter market;

      o     in  transactions  otherwise than on these exchanges or systems or in
            the over-the-counter market;

      o     through the writing of options,  whether  such options are listed on
            an options exchange or otherwise;

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

      o     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;


                                      B-3
<PAGE>

      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     privately negotiated transactions;

      o     short sales;

      o     sales pursuant to Rule 144;

      o     broker-dealers  may agree with the  selling  stockholders  to sell a
            specified number of such shares at a stipulated price per share;

      o     a combination of any such methods of sale; and

      o     any other method permitted pursuant to applicable law.

      If the selling  stockholders effect such transactions by selling shares of
Common  Stock  to  or  through  underwriters,  broker-dealers  or  agents,  such
underwriters,  broker-dealers  or agents may receive  commissions in the form of
discounts,   concessions  or  commissions  from  the  selling   stockholders  or
commissions  from purchasers of the shares of Common Stock for whom they may act
as agent or to whom they may sell as principal (which discounts,  concessions or
commissions as to particular  underwriters,  broker-dealers  or agents may be in
excess of those customary in the types of transactions involved);  provided that
the commissions payable to, or discounts received by, any member of the National
Securities  Dealers  Association,  Inc.  shall not  exceed 8% of the sale of any
shares of Common Stock being registered pursuant to Rule 415. In connection with
sales of the shares of Common Stock or otherwise,  the selling  stockholders may
enter into hedging transactions with broker-dealers, which may in turn engage in
short sales of the shares of Common  Stock in the course of hedging in positions
they assume. The selling stockholders may also sell shares of Common Stock short
and deliver shares of Common Stock covered by this prospectus to close out short
positions and to return borrowed shares in connection with such short sales. The
selling  stockholders  may  also  loan or  pledge  shares  of  Common  Stock  to
broker-dealers that in turn may sell such shares.

      The selling  stockholders may pledge or grant a security  interest in some
or all of the  convertible  notes,  warrants or shares of Common  Stock owned by
them and, if they default in the performance of their secured  obligations,  the
pledgees or secured  parties may offer and sell the shares of Common  Stock from
time to time pursuant to this  prospectus  or any  amendment to this  prospectus
under Rule  424(b)(3) or other  applicable  provision of the  Securities  Act of
1933, as amended,  amending,  if necessary,  the list of selling stockholders to
include  the  pledgee,  transferee  or other  successors  in interest as selling
stockholders under this prospectus.  The selling  stockholders also may transfer
and donate the shares of Common Stock in other  circumstances  in which case the
transferees,  donees,  pledgees  or other  successors  in  interest  will be the
selling beneficial owners for purposes of this prospectus.


                                      B-4
<PAGE>

      The  selling  stockholders  and any  broker-dealers  or  agents  that  are
involved  in  selling   the  shares  of  Common   Stock  may  be  deemed  to  be
"underwriters"  within the meaning of the Securities Act in connection with such
sales. In such event, any commissions  received by such broker dealers or agents
and any profit on the resale of the shares purchased by them may be deemed to be
underwriting  commissions or discounts  under the  Securities  Act. Each Selling
Stockholder  has  informed the Company that it does not have any written or oral
agreement  or  understanding,   directly  or  indirectly,  with  any  person  to
distribute the Common Stock.  The maximum  commission or discount to be received
by any NASD member or independent  broker/dealer  will not be greater than eight
percent  (8.0%)  for the  sale of any  securities  registered  pursuant  to this
registration  statement.  At the time a  particular  offering  of the  shares of
Common Stock is made, a prospectus supplement,  if required, will be distributed
which  will set forth the  aggregate  amount  of  shares of Common  Stock  being
offered  and the  terms  of the  offering,  including  the  name or names of any
broker-dealers   or  agents,   any  discounts,   commissions   and  other  terms
constituting  compensation  from the  selling  stockholders  and any  discounts,
commissions or concessions allowed or reallowed or paid to broker-dealers.

      Under the securities  laws of some states,  the shares of Common Stock may
be sold in such states only through  registered or licensed  brokers or dealers.
In  addition,  in some states the shares of Common  Stock may not be sold unless
such  shares  have been  registered  or  qualified  for sale in such state or an
exemption from registration or qualification is available and is complied with.

      There can be no assurance  that any selling  stockholder  will sell any or
all of the  shares of  Common  Stock  registered  pursuant  to the  registration
statement, of which this prospectus forms a part.

      The  selling  stockholders  and any  other  person  participating  in such
distribution will be subject to applicable provisions of the Securities Exchange
Act of 1934, as amended,  and the rules and regulations  thereunder,  including,
without limitation, Regulation M of the Exchange Act, which may limit the timing
of  purchases  and sales of any of the  shares of  Common  Stock by the  selling
stockholders and any other participating person.  Regulation M may also restrict
the ability of any person  engaged in the  distribution  of the shares of Common
Stock to engage in market-making activities with respect to the shares of Common
Stock. All of the foregoing may affect the marketability of the shares of Common
Stock and the  ability  of any  person  or  entity  to  engage in  market-making
activities in respect of the shares of Common Stock.

      We will pay all expenses of the registration of the shares of Common Stock
pursuant to the registration  rights agreements,  estimated to be $[ ] in total,
including,  without  limitation,  Securities and Exchange Commission filing fees
and expenses of compliance with state  securities or "blue sky" laws;  PROVIDED,
HOWEVER,  that a selling  stockholder  will pay all  underwriting  discounts and
selling commissions,  if any. We will indemnify the selling stockholders against
liabilities,  including some liabilities under the Securities Act, in accordance
with the registration  rights  agreements,  or the selling  stockholders will be
entitled to  contribution.  We may be  indemnified  by the selling  stockholders
against civil liabilities,  including liabilities under the Securities Act, that
may  arise  from  any  written  information  furnished  to  us  by  the  selling
stockholder  specifically  for use in this  prospectus,  in accordance  with the
related registration rights agreements, or we may be entitled to contribution.


                                      B-5
<PAGE>

      Once sold under the registration statement, of which this prospectus forms
a part,  the  shares of Common  Stock  will be freely  tradable  in the hands of
persons other than our affiliates.


                                      B-6