Exhibit 4.3

                                 FORM OF WARRANT

NEITHER THE ISSUANCE AND SALE OF THE SECURITIES  REPRESENTED BY THIS CERTIFICATE
NOR THE  SECURITIES  INTO  WHICH  THESE  SECURITIES  ARE  EXERCISABLE  HAVE BEEN
REGISTERED  UNDER THE  SECURITIES ACT OF 1933, AS AMENDED,  OR APPLICABLE  STATE
SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE,  SOLD,  TRANSFERRED
OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE  REGISTRATION  STATEMENT  FOR
THE SECURITIES  UNDER THE SECURITIES ACT OF 1933, AS AMENDED,  OR (B) AN OPINION
OF COUNSEL,  IN A GENERALLY  ACCEPTABLE FORM, THAT  REGISTRATION IS NOT REQUIRED
UNDER SAID ACT OR (II) UNLESS SOLD  PURSUANT TO RULE 144 OR RULE 144A UNDER SAID
ACT.  NOTWITHSTANDING  THE  FOREGOING,  SUBJECT TO  COMPLIANCE  WITH  APPLICABLE
SECURITIES  LAWS, THE  SECURITIES MAY BE PLEDGED IN CONNECTION  WITH A BONA FIDE
MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.
ANY  TRANSFEREE  OF THIS  WARRANT  SHOULD  CAREFULLY  REVIEW  THE  TERMS OF THIS
WARRANT, INCLUDING SECTION 7(D) HEREOF.

                             AEROBIC CREATIONS, INC.

                        WARRANT TO PURCHASE COMMON STOCK

Warrant No.: WA-_____
Initial Number of Shares of Common Stock: _______________________ after giving
effect to the Reverse Split (as defined below)
Date of Issuance:  November 8, 2006 ("ISSUANCE DATE")

            Aerobic  Creations,  Inc., a Delaware  corporation  (the "COMPANY"),
hereby  certifies  that,  for good and valuable  consideration,  the receipt and
sufficiency of which are hereby  acknowledged,  [BUYER],  the registered  holder
hereof or its  permitted  assigns (the  "HOLDER"),  is entitled,  subject to the
terms set forth below,  to purchase from the Company,  at the Exercise Price (as
defined below) then in effect, upon surrender of this Warrant to Purchase Common
Stock  (including  any  Warrants to Purchase  Common  Stock  issued in exchange,
transfer or replacement hereof, the "WARRANT"), at any time or times on or after
the Issuance  Date,  but not after 11:59 P.M.,  New York time, on the Expiration
Date (as defined  below)  fully paid  nonassessable  shares of Common  Stock (as
defined  below) (the  "WARRANT  SHARES").  Except as otherwise  defined  herein,
capitalized  terms in this Warrant  shall have the meanings set forth in Section
16. This Warrant is one of the Warrants to purchase Common Stock issued pursuant
to Section 1 of that certain Securities Purchase Agreement,  dated as of October
31, 2006 (the "SUBSCRIPTION  DATE"), by and among Maritime Logistics US Holdings
Inc., the Company  (pursuant to a Joinder Agreement dated as of the date hereof)
and the buyers (the  "BUYERS")  referred to therein  (the  "SECURITIES  PURCHASE
AGREEMENT").

<PAGE>

      1. EXERCISE OF WARRANT.

            (a)  MECHANICS  OF  EXERCISE.  Subject  to the terms and  conditions
hereof  (including,  without  limitation,  the  limitations set forth in Section
1(f)),  this  Warrant may be  exercised by the Holder on any day on or after the
Issuance Date, in whole or in part, by (i) delivery of a written notice,  in the
form  attached  hereto as EXHIBIT A (the  "EXERCISE  NOTICE"),  of the  Holder's
election to  exercise  this  Warrant  and  (ii)(A)  payment to the Company of an
amount  equal to the  applicable  Exercise  Price  multiplied  by the  number of
Warrant  Shares as to which this  Warrant  is being  exercised  (the  "AGGREGATE
EXERCISE  PRICE") in cash or by wire transfer of immediately  available funds or
(B) by notifying the Company that this Warrant is being exercised  pursuant to a
Cashless  Exercise (as defined in Section  1(d)),  if permitted  hereunder.  The
Holder shall not be required to deliver the original  Warrant in order to effect
an  exercise  hereunder.  Execution  and  delivery of the  Exercise  Notice with
respect to less than all of the  Warrant  Shares  shall have the same  effect as
cancellation  of the original  Warrant and issuance of a new Warrant  evidencing
the right to purchase the remaining  number of Warrant Shares.  On or before the
first  Business Day following the date on which the Company has received each of
the Exercise  Notice and the Aggregate  Exercise  Price (or notice of a Cashless
Exercise) (the  "EXERCISE  DELIVERY  DOCUMENTS"),  the Company shall transmit by
facsimile an  acknowledgment of confirmation of receipt of the Exercise Delivery
Documents to the Holder and the Company's transfer agent (the "TRANSFER AGENT").
On or before the third  Business Day following the date on which the Company has
received all of the Exercise Delivery Documents (the "SHARE DELIVERY DATE"), the
Company  shall (X) if legends are not required to be placed on  certificates  of
Common Stock pursuant to the Securities  Purchase  Agreement,  provided that the
Transfer Agent is  participating  in The Depository  Trust Company  ("DTC") Fast
Automated Securities Transfer Program, and provided, further, that the Holder is
eligible to receive shares  through DTC, upon the request of the Holder,  credit
such aggregate  number of shares of Common Stock to which the Holder is entitled
pursuant to such exercise to the Holder's or its designee's balance account with
DTC  through its  Deposit  Withdrawal  Agent  Commission  System,  or (Y) if the
Transfer  Agent  is not  participating  in the  DTC  Fast  Automated  Securities
Transfer  Program,  the Holder is not  eligible  therefor or the Holder does not
request such deposit,  issue and dispatch by overnight courier to the address as
specified in the Exercise  Notice,  a  certificate,  registered in the Company's
share  register  in the name of the  Holder or its  designee,  for the number of
shares  of  Common  Stock to which  the  Holder  is  entitled  pursuant  to such
exercise.  The Holder undertakes that whenever the Company credits securities as
set forth in clause (X) of the  preceding  sentence,  (A) upon receipt of notice
from the Company that the applicable registration statement is not, or no longer
is, effective in respect of the resale of such  securities,  the Holder will not
transfer such securities (other than (I) in connection with a transfer,  wherein
the Holder provides ShellCo with an opinion of counsel  reasonably  satisfactory
to ShellCo, in a generally acceptable form, to the effect that such transfer may
be made without registration under the applicable  requirements of the 1933 Act,
or (II) the Holder  provides  ShellCo with assurances  reasonably  acceptable to
ShellCo  that the  transfer  may be  effected  pursuant to Rule 144 or Rule 144)
until the Company notifies the Holder that the applicable registration statement
becomes  effective  (again),  and (B) the Holder  shall  indemnify  and hold the
Company  harmless  against any claim of securities laws violations in respect of
the transfer  (after the receipt of the first  notice from the Company  provided
for in clause (A) of this sentence but


                                      -2-
<PAGE>

prior to the  receipt of the second  notice  from the  Company  provided  for in
clause  (A) of this  sentence)  by the Holder of any  security  as to which such
credit  at DTC  has  been  effected.  Upon  delivery  of the  Exercise  Delivery
Documents or notification to the Company of a Cashless  Exercise  referred to in
Section  1(d),  the Holder  shall be deemed for all  corporate  purposes to have
become  the  holder of record of the  Warrant  Shares in  respect  of which this
Warrant has been  exercised,  irrespective  of the date such Warrant  Shares are
credited to the Holder's DTC account or the date of delivery of the certificates
evidencing such Warrant Shares, as the case may be. If this Warrant is submitted
in connection with any exercise  pursuant to this Section 1(a) and the number of
Warrant  Shares  represented  by this Warrant  submitted for exercise is greater
than the number of Warrant  Shares being  acquired  upon an  exercise,  then the
Company  shall as soon as  practicable  and in no event  later  than  three  (3)
Business Days after any exercise and at its own expense, issue a new Warrant (in
accordance with Section 7(d))  representing  the right to purchase the number of
Warrant  Shares  purchasable  immediately  prior  to such  exercise  under  this
Warrant,  less the number of Warrant  Shares in respect of which this Warrant is
exercised.  No  fractional  shares  of Common  Stock  are to be issued  upon the
exercise of this Warrant,  but rather the number of shares of Common Stock to be
issued shall be rounded up to the nearest  whole  number.  The Company shall pay
any and all taxes, including without limitation, all documentary stamp, transfer
or similar taxes, or other  incidental  expense that may be payable with respect
to the issuance and delivery of Warrant Shares upon exercise of this Warrant.

            (b) EXERCISE PRICE.  For purposes of this Warrant,  "EXERCISE PRICE"
means  $10.00,  per share of Common  Stock  after  giving  effect to the Reverse
Split, as adjusted as provided herein.

            (c) COMPANY'S FAILURE TO TIMELY DELIVER SECURITIES.  If within three
(3) Trading Days after the Company's  receipt of the facsimile  copy of Exercise
Delivery  Documents,  the Company fails to issue and deliver a  certificate  for
that  number  of shares of Common  Stock to which  the  Holder is  entitled  and
register such shares of Common Stock on the Company's  share  register or credit
the Holder's  balance  account with DTC for the number of shares of Common Stock
to which the Holder is entitled upon such Holder's exercise of this Warrant, and
if on or  after  such  Trading  Day the  Holder  purchases  (in an  open  market
transaction or otherwise) shares of Common Stock to deliver in satisfaction of a
sale by the Holder of shares of Common Stock  issuable  upon such  exercise that
the Holder anticipated receiving from the Company (a "BUY-IN"), then the Company
shall,  within  three (3) Business  Days after the  Holder's  request and in the
Holder's discretion, either (i) pay cash to the Holder in an amount equal to the
Holder's total purchase price (including brokerage commissions,  if any) for the
shares of Common Stock so purchased  (the  "BUY-IN  PRICE"),  at which point the
Company's  obligation to deliver such  certificate  (and to issue such shares of
Common Stock) shall terminate,  or (ii) promptly honor its obligation to deliver
to the Holder a certificate or certificates  representing  such shares of Common
Stock or if legends  are not  required  to be placed on  certificates  of Common
Stock pursuant to the Securities Purchase Agreement,  provided that the Transfer
Agent is participating in DTC Fast Automated  Securities Transfer Program,  upon
the request of the Holder,  credit such  aggregate  number of Warrant  Shares to
which the Holder is entitled  pursuant to such  exercise to the  Holder's or its
designee's  balance  account  with DTC  through  its  Deposit  Withdrawal  Agent
Commission system and pay cash to the Holder in an


                                      -3-
<PAGE>

amount  equal to the excess (if any) of the Buy-In Price over the product of (A)
such  number of shares of Common  Stock,  times (B) the Closing Bid Price on the
date of exercise.

            (d) CASHLESS EXERCISE.  Notwithstanding anything contained herein to
the contrary,  if during the period  beginning on the first  anniversary  of the
Issuance Date, and ending on the date after which the Registrable Securities (as
defined in the  Registration  Rights  Agreement)  are no longer  required  to be
registered for resale under the terms of the Registration  Rights  Agreement,  a
Registration  Statement  (as  defined  in  the  Registration  Rights  Agreement,
including a Demand Registration  Statement as defined in the Registration Rights
Agreement)  covering  the Warrant  Shares  that are the subject of the  Exercise
Notice (the  "UNAVAILABLE  WARRANT  SHARES") is not  available for the resale of
such  Unavailable  Warrant  Shares  (other than  pursuant to an Allowable  Grace
Period in the  Registration  Rights  Agreement)  or during  the  pendency  of an
amendment to the Registration Statement, provided that the Company is diligently
pursuing  the  effectiveness  thereof,  under  the  Securities  Act of 1933,  as
amended, then, for so long as such Registration Statement is not available,  the
Holder may, in its sole  discretion,  exercise  this Warrant in whole or in part
and, in lieu of making the cash payment otherwise contemplated to be made to the
Company upon such exercise in payment of the  Aggregate  Exercise  Price,  elect
instead to receive upon such exercise the "Net Number" of shares of Common Stock
determined according to the following formula (a "CASHLESS EXERCISE"):

      Net Number = (A X B) - (A X C)
                   -----------------
                           B

            For purposes of the foregoing formula:

                  A= the total number of shares in respect of which this Warrant
                  is then being exercised.

                  B= the  Closing  Sale Price of the shares of Common  Stock (as
                  reported by Bloomberg) on the date  immediately  preceding the
                  date of the Exercise Notice.

                  C= the  Exercise  Price  then in  effect  for  the  applicable
                  Warrant Shares at the time of such exercise.

            (e) DISPUTES.  In the case of a dispute as to the  determination  of
the Exercise Price or the  arithmetic  calculation  of the Warrant  Shares,  the
Company shall promptly issue to the Holder the number of Warrant Shares that are
not disputed and resolve such dispute in accordance with Section 13.

            (f) LIMITATIONS ON EXERCISES

                  (i)  BENEFICIAL  OWNERSHIP.  The Company  shall not effect the
      exercise  of this  Warrant,  and the  Holder  shall  not have the right to
      exercise  this  Warrant,  to the extent that after  giving  effect to such
      exercise,  such Person  (together  with such  Person's  affiliates)  would
      beneficially  own in excess of 9.99%  (the  "MAXIMUM  PERCENTAGE")  of the
      number of shares of Common  Stock  outstanding  immediately  after  giving
      effect to


                                      -4-
<PAGE>

      such  exercise.  For purposes of the  foregoing  sentence,  the  aggregate
      number of shares of Common Stock beneficially owned by such Person and its
      affiliates  shall  include the number of shares of Common  Stock  issuable
      upon exercise of this Warrant with respect to which the  determination  of
      such  sentence  is being made,  but shall  exclude the number of shares of
      Common Stock which would be issuable  upon (i) exercise of the  remaining,
      unexercised portion of this Warrant  beneficially owned by such Person and
      its  affiliates  and (ii)  exercise or conversion  of the  unexercised  or
      unconverted  portion of any other  securities of the Company  beneficially
      owned by such Person and its affiliates  (including,  without  limitation,
      any convertible note or convertible  preferred stock or warrants)  subject
      to a limitation  on  conversion  or exercise  analogous to the  limitation
      contained  herein.  Except as set  forth in the  preceding  sentence,  for
      purposes of this  paragraph,  beneficial  ownership shall be calculated in
      accordance  with Section 13(d) of the Securities  Exchange Act of 1934, as
      amended (the "EXCHANGE ACT"). For purposes of this Warrant, in determining
      the number of outstanding  shares of Common Stock,  the Holder may rely on
      the number of  outstanding  shares of Common Stock as reflected in (1) the
      Company's  most recent Form 10-K,  Form  10-KSB,  Form 10-Q,  Form 10-QSB,
      Current  Report on Form 8-K or other public filing with the Securities and
      Exchange  Commission,  as  the  case  may  be,  (2) a more  recent  public
      announcement  by the Company or (3) any other notice by the Company or the
      Transfer  Agent  setting  forth the  number  of  shares  of  Common  Stock
      outstanding.  For any reason at any time, upon the written or oral request
      of the Holder,  the Company  shall within one Business Day confirm  orally
      and in writing  to the  Holder  the number of shares of Common  Stock then
      outstanding. In any case, the number of outstanding shares of Common Stock
      shall be determined  after giving effect to the  conversion or exercise of
      securities of the Company,  including the SPA Securities and SPA Warrants,
      by the Holder and its affiliates since the date as of which such number of
      outstanding shares of Common Stock was reported.  By written notice to the
      Company, the Holder may from time to time increase or decrease the Maximum
      Percentage  to any other  percentage  not in excess of 9.99%  specified in
      such notice;  provided  that (i) any such  increase  will not be effective
      until the  sixty-first  (61st) day after such notice is  delivered  to the
      Company,  and (ii) any such  increase or  decrease  will apply only to the
      Holder and not to any other holder of SPA Warrants.

                  (ii)  PRINCIPAL  MARKET  REGULATION.  The Company shall not be
      obligated  to issue any  shares  of Common  Stock  upon  exercise  of this
      Warrant,  and the  Holder  of this  Warrant  shall  not have the  right to
      receive upon exercise of this Warrant any shares of Common  Stock,  if the
      issuance of such shares of Common Stock would exceed the aggregate  number
      of shares of Common Stock which the Company may issue upon exercise of the
      SPA   Securities  and  SPA  Warrants   without   breaching  the  Company's
      obligations  under the rules or  regulations  of the  applicable  Eligible
      Market (the number of shares which may be issued  without  violating  such
      rules and regulations,  the "EXCHANGE  CAP"),  except that such limitation
      shall not apply in the event that the Company (A) obtains the  approval of
      its  stockholders  as required by the  applicable  rules of such  Eligible
      Market for issuances of shares of Common Stock in excess of such amount or
      (B) obtains a written  opinion  from  outside  counsel to the Company that
      such  approval  is  not  required,   which  opinion  shall  be  reasonably
      satisfactory  to the Required  Holders.  Unless and until such approval or
      written  opinion is obtained,  no Buyer shall be issued in the  aggregate,
      upon exercise or otherwise of SPA Securities and SPA Warrants,


                                      -5-
<PAGE>

      shares  of Common  Stock in an  amount  greater  than the  product  of the
      Exchange Cap  multiplied by a fraction the numerator of which is the total
      number of shares of Common Stock  issuable to such Buyer upon the exercise
      of all such Buyer's SPA Securities and SPA Warrants and the denominator of
      which is the total  number of shares  of Common  Stock  issuable  upon the
      exercise of all the SPA  Securities  and SPA  Warrants (in respect of each
      Buyer, the "EXCHANGE CAP  Allocation").  In the event that any Buyer shall
      sell or  otherwise  transfer any of such  Buyer's SPA  Securities  and SPA
      Warrants,  the  transferee  shall be  allocated a pro rata portion of such
      Buyer's  Exchange  Cap  Allocation,  and  the  restrictions  of the  prior
      sentence shall apply to such transferee with respect to the portion of the
      Exchange Cap Allocation  allocated to such  transferee.  In the event that
      any holder shall  exercise all of such  holder's  SPA  Securities  and SPA
      Warrants into a number of shares of Common Stock which,  in the aggregate,
      is less than such holder's  Exchange Cap  Allocation,  then the difference
      between such holder's  Exchange Cap Allocation and the number of shares of
      Common  Stock  actually  issued to such holder  shall be  allocated to the
      respective  Exchange  Cap  Allocations  of the  remaining  holders  of SPA
      Securities  and SPA  Warrants  on a pro rata  basis in  proportion  to the
      shares of Common Stock underlying the SPA Securities and SPA Warrants then
      held by each such holder.

            (g) INSUFFICIENT  AUTHORIZED SHARES. If from and after the effective
date of the Reverse  Split while any of the  Warrants  remain  outstanding,  the
Company does not have a sufficient number of authorized and unreserved shares of
Common Stock to satisfy its  obligation to reserve for issuance upon exercise of
the  Warrants  at least a number of shares  of Common  Stock  equal to 130% (the
"REQUIRED RESERVE AMOUNT") of the number of shares of Common Stock as shall from
time to time be necessary  to effect the  exercise of all of the  Warrants  then
outstanding (an "AUTHORIZED SHARE FAILURE"),  then the Company shall immediately
take all action necessary to increase the Company's  authorized shares of Common
Stock to an amount  sufficient  to allow the  Company  to reserve  the  Required
Reserve  Amount  for  the  Warrants  then  outstanding.   Without  limiting  the
generality of the foregoing  sentence,  as soon as practicable after the date of
the  occurrence  of an  Authorized  Share  Failure,  but in no event  later than
fifteen (15) days after the occurrence of such  Authorized  Share  Failure,  the
Company shall hold a meeting of its stockholders for the approval of an increase
in the number of  authorized  shares of Common Stock.  In  connection  with such
meeting,  the Company shall provide each  stockholder with a proxy statement and
shall  use its best  efforts  to  solicit  its  stockholders'  approval  of such
increase  in  authorized  shares  of  Common  Stock  and to cause  its  board of
directors to recommend to the stockholders that they approve such proposal.

            (h)  LISTING.  The  Company  shall  promptly  secure the  listing or
quotation  of the shares of Common  Stock  issuable  upon the  exercise  of this
Warrant  upon the  Principal  Market  (as  defined  in the  Securities  Purchase
Agreement)  or upon such other  Eligible  Market (as  defined in the  Securities
Purchase  Agreement),  if any, upon which shares of Common Stock are then listed
or quoted (subject to official notice of issuance upon exercise of this Warrant)
and shall  maintain,  so long as any other  shares of Common  Stock  shall be so
listed or quoted,  such  listing or quotation of all shares of Common Stock from
time to time issuable  upon the exercise of this Warrant;  and the Company shall
so list or apply for quotation on each Eligible Market,  and shall maintain such
listing or  quotation  of,  any other  shares of  capital  stock of the  Company
issuable


                                      -6-
<PAGE>

upon the exercise of this Warrant if and so long as any shares of the same class
shall be listed or quoted on such Eligible Market.

            (i) BLUE SKY LAWS.  The  Company  shall,  on or  before  the date of
issuance  of  any  Warrant  Shares,  take  such  actions  as the  Company  shall
reasonably  determine are necessary to qualify the Warrant Shares for, or obtain
exemption  for the Warrant  Shares for,  sale to the holder of this Warrant upon
the exercise hereof under applicable securities or "blue sky" laws of the states
of the United States,  and shall provide evidence of any such action so taken to
the holder of this  Warrant  prior to such  date;  PROVIDED,  HOWEVER,  that the
Company shall not be required in connection  therewith or as a condition thereto
to (i) qualify to do business in any  jurisdiction  where it would not otherwise
be required to qualify but for this Section 1(i), (ii) subject itself to general
taxation in any such  jurisdiction or (iii) file a general consent to service of
process in any such jurisdiction.

      2. ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES. The Exercise
Price and the number of Warrant  Shares  shall be adjusted  from time to time as
follows:

            (a)  ADJUSTMENT  UPON  ISSUANCE  OF SHARES OF COMMON  STOCK.  If and
whenever on or after the  Subscription  Date, the Company issues or sells, or in
accordance  with this Section 2(a) is deemed to have issued or sold,  any shares
of Common Stock (including,  without limitation,  the issuance or sale of shares
of Common  Stock  owned or held by or for the  account  of the  Company  and the
issuance of any shares of Common  Stock,  Options or  Convertible  Securities in
exchange for any  non-convertible  security such as a non-convertible  note, but
excluding  shares of Excluded  Securities  and Common  Stock deemed to have been
issued or sold by the Company in connection with any Excluded  Securities) for a
consideration  per  share  (the "NEW  ISSUANCE  PRICE")  less than a price  (the
"APPLICABLE  PRICE") equal to the Exercise Price in effect  immediately prior to
such  issue or sale or  deemed  issuance  or sale  (the  foregoing  a  "DILUTIVE
ISSUANCE"),  then immediately after such Dilutive  Issuance,  the Exercise Price
then in effect  shall be  reduced to an amount  equal to the  product of (A) the
Exercise Price in effect immediately prior to such Dilutive Issuance and (B) the
quotient  determined  by  dividing  (1) the sum of (I) the  product  derived  by
multiplying  the Exercise  Price in effect  immediately  prior to such  Dilutive
Issuance and the number of shares of Common Stock Deemed Outstanding immediately
prior to such Dilutive Issuance plus (II) the consideration, if any, received by
the  Company  upon  such  Dilutive  Issuance,  by (2)  the  product  derived  by
multiplying (I) the Exercise Price in effect  immediately prior to such Dilutive
Issuance  by (II) the  number  of  shares of  Common  Stock  Deemed  Outstanding
immediately  after such  Dilutive  Issuance.  Upon each such  adjustment  of the
Exercise Price hereunder,  the number of Warrant Shares shall be adjusted to the
number of shares of Common Stock determined by multiplying the Exercise Price in
effect  immediately  prior to such  adjustment  by the number of Warrant  Shares
acquirable  upon exercise of this Warrant  immediately  prior to such adjustment
and  dividing  the product  thereof by the Exercise  Price  resulting  from such
adjustment.  For purposes of determining the adjusted  Exercise Price under this
Section 2(a), the following shall be applicable:

                  (i) ISSUANCE OF OPTIONS.  If the Company in any manner  grants
      any Options  whether or not  immediately  exercisable and the lowest price
      per  share  for which  one  share of  Common  Stock is  issuable  upon the
      exercise of any such Option or upon


                                      -7-
<PAGE>

      conversion,  exercise or exchange of any Convertible  Securities  issuable
      upon exercise of any such Option is less than the Applicable  Price,  then
      such share of Common Stock shall be deemed to be  outstanding  and to have
      been issued and sold by the Company at the time of the granting or sale of
      such  Option  for such  price per  share.  For  purposes  of this  Section
      2(a)(i),  the "lowest  price per share for which one share of Common Stock
      is  issuable  upon the  exercise of any such  Options or upon  conversion,
      exercise or exchange of any Convertible  Securities issuable upon exercise
      of any such  Option"  shall be equal to the sum of the  lowest  amounts of
      consideration   (if  any)  received  or  receivable   (but  excluding  any
      contingency  amounts)  by the  Company  with  respect  to any one share of
      Common Stock upon the granting or sale of the Option, upon exercise of the
      Option  and upon  conversion,  exercise  or  exchange  of any  Convertible
      Security issuable upon exercise of such Option.  No further  adjustment of
      the  Exercise  Price or number of  Warrant  Shares  shall be made upon the
      actual  issuance  of such  shares of Common  Stock or of such  Convertible
      Securities  upon the exercise of such Options or upon the actual  issuance
      of such shares of Common  Stock upon  conversion,  exercise or exchange of
      such Convertible Securities.

                  (ii) ISSUANCE OF CONVERTIBLE SECURITIES. If the Company in any
      manner  issues  or  sells  any  Convertible   Securities  whether  or  not
      immediately convertible and the lowest price per share for which one share
      of Common  Stock is  issuable  upon the  conversion,  exercise or exchange
      thereof is less than the Applicable Price, then such share of Common Stock
      shall be deemed to be outstanding  and to have been issued and sold by the
      Company at the time of the issuance or sale of such Convertible Securities
      for such price per share. For the purposes of this Section  2(a)(ii),  the
      "lowest  price per share for which one share of Common  Stock is  issuable
      upon the conversion,  exercise or exchange  thereof" shall be equal to the
      sum of the lowest amounts of consideration (if any) received or receivable
      (but excluding any contingency amounts) by the Company with respect to one
      share  of  Common  Stock  upon  the  issuance  or sale of the  Convertible
      Security  and upon  conversion,  exercise or exchange of such  Convertible
      Security. No further adjustment of the Exercise Price or number of Warrant
      Shares  shall be made upon the actual  issuance  of such  shares of Common
      Stock  upon   conversion,   exercise  or  exchange  of  such   Convertible
      Securities,  and if any such issue or sale of such Convertible  Securities
      is made upon exercise of any Options for which  adjustment of this Warrant
      has been or is to be made  pursuant to other  provisions  of this  Section
      2(a),  no further  adjustment  of the Exercise  Price or number of Warrant
      Shares shall be made by reason of such issue or sale.

                  (iii)  CHANGE IN OPTION  PRICE OR RATE OF  CONVERSION.  If the
      purchase price provided for in any Options, the additional  consideration,
      if any,  payable upon the issue,  conversion,  exercise or exchange of any
      Convertible  Securities,  or the rate at which any Convertible  Securities
      are convertible  into or exercisable or exchangeable  for shares of Common
      Stock  increases  or decreases  at any time,  the  Exercise  Price and the
      number  of  Warrant  Shares  in  effect  at the time of such  increase  or
      decrease shall be adjusted to the Exercise Price and the number of Warrant
      Shares  which  would have been in effect at such time had such  Options or
      Convertible  Securities  provided for such increased or decreased purchase
      price, additional consideration or increased or decreased conversion rate,
      as the case may be, at the time  initially  granted,  issued or sold.  For
      purposes of this


                                      -8-
<PAGE>

      Section 2(a)(iii), if the terms of any Option or Convertible Security that
      was  outstanding  as of the date of issuance of this Warrant are increased
      or  decreased  in  the  manner  described  in  the  immediately  preceding
      sentence,  then such  Option or  Convertible  Security  and the  shares of
      Common Stock deemed issuable upon exercise, conversion or exchange thereof
      shall be  deemed to have been  issued as of the date of such  increase  or
      decrease.  No  adjustment  pursuant to this  Section 2(a) shall be made if
      such adjustment  would result in an increase of the Exercise Price then in
      effect or a decrease in the number of Warrant Shares.

                  (iv) CALCULATION OF CONSIDERATION RECEIVED. In case any Option
      is issued in connection with the issue or sale of other  securities of the
      Company,  together  comprising  one  integrated  transaction  in  which no
      specific  consideration  is  allocated  to  such  Options  by the  parties
      thereto,   the  Options   will  be  deemed  to  have  been  issued  for  a
      consideration of $0.01. For avoidance of doubt,  such $0.01  consideration
      will be added to any consideration received upon exercise of the Option to
      determine  the "lowest price per share for which one share of Common Stock
      issuable  upon  the  exercise  of any  such  Options  or upon  conversion,
      exercise or exchange of any Convertible  Securities issuable upon exercise
      of any such Option"  pursuant to clause (i) above. If any shares of Common
      Stock,  Options or Convertible  Securities are issued or sold or deemed to
      have been issued or sold for cash,  the  consideration  received  therefor
      will be deemed to be the net amount received by the Company  therefor.  If
      any shares of Common Stock,  Options or Convertible  Securities are issued
      or  sold  for  a  consideration  other  than  cash,  the  amount  of  such
      consideration  received  by the  Company  will be the  fair  value of such
      consideration,  except where such consideration consists of securities, in
      which case the amount of consideration received by the Company will be the
      Closing Sale Price of such security on the date of receipt.  If any shares
      of Common  Stock,  Options  or  Convertible  Securities  are issued to the
      owners of the non-surviving  entity in connection with any merger in which
      the Company is the surviving entity, the amount of consideration  therefor
      will be deemed to be the fair value of such  portion of the net assets and
      business of the non-surviving  entity as is attributable to such shares of
      Common Stock, Options or Convertible  Securities,  as the case may be. The
      fair  value of any  consideration  other than cash or  securities  will be
      determined  jointly  by the  Company  and the  Required  Holders.  If such
      parties  are  unable to reach  agreement  within  ten (10) days  after the
      occurrence of an event requiring  valuation (the "VALUATION  EVENT"),  the
      fair  value  of such  consideration  will be  determined  within  ten (10)
      Business  Days after the tenth day  following  the  Valuation  Event by an
      independent,  reputable  appraiser jointly selected by the Company and the
      Required  Holders.  The determination of such appraiser shall be final and
      binding upon all parties  absent  manifest error and the fees and expenses
      of such appraiser shall be borne by the Company.

                  (v) RECORD DATE.  If the Company takes a record of the holders
      of shares of Common Stock for the purpose of entitling them (A) to receive
      a  dividend  or other  distribution  payable  in shares  of Common  Stock,
      Options or in  Convertible  Securities or (B) to subscribe for or purchase
      shares of Common  Stock,  Options  or  Convertible  Securities,  then such
      record  date  will be  deemed  to be the date of the  issue or sale of the
      shares of Common Stock deemed to have been issued or sold upon the


                                      -9-
<PAGE>

      declaration of such dividend or the making of such other  distribution  or
      the date of the granting of such right of subscription or purchase, as the
      case may be.

            (b) ADJUSTMENT  UPON  SUBDIVISION OR COMBINATION OF COMMON STOCK. If
the Company at any time on or after the  Subscription  Date  subdivides  (by any
stock split, stock dividend,  recapitalization or otherwise) one or more classes
of its outstanding  shares of Common Stock into a greater number of shares,  the
Exercise  Price  in  effect  immediately  prior  to  such  subdivision  will  be
proportionately reduced and the number of Warrant Shares will be proportionately
increased. If the Company at any time on or after the Subscription Date combines
(by  combination,  reverse  stock  split  (other  than  the  Reverse  Split)  or
otherwise) one or more classes of its outstanding  shares of Common Stock into a
smaller number of shares, the Exercise Price in effect immediately prior to such
combination will be  proportionately  increased and the number of Warrant Shares
will be proportionately  decreased. Any adjustment under this Section 2(b) shall
become  effective  at the  close of  business  on the date  the  subdivision  or
combination becomes effective.

            (c) OTHER EVENTS.  If any event occurs of the type  contemplated  by
the  provisions  of  this  Section  2 but  not  expressly  provided  for by such
provisions  (including,  without limitation,  the granting of stock appreciation
rights,  phantom  stock rights or other rights with equity  features),  then the
Company's Board of Directors will make an appropriate adjustment in the Exercise
Price  and the  number of  Warrant  Shares so as to  protect  the  rights of the
Holder;  provided  that no such  adjustment  pursuant to this  Section 2(c) will
increase  the  Exercise  Price or  decrease  the  number  of  Warrant  Shares as
otherwise determined pursuant to this Section 2.

            (d) REVERSE SPLITS. For so long as any Warrants remain  outstanding,
if the Company  shall effect a reverse stock split of one or more classes of the
Company's  Common Stock (other than the Reverse Split),  then the Exercise Price
shall be reduced to an amount  equal to the  arithmetic  average of the Weighted
Average Price of the Common Stock the twenty (20) Trading Day period immediately
following such reverse split.

            (e) NOTICE OF  ADJUSTMENT.  Upon the  occurrence  of any event which
requires any  adjustment  or  readjustment  of the  Exercise  Price or change in
number or type of stock, securities and/or other property issuable upon exercise
of this Warrant,  then, and in each such case, the Company shall promptly make a
public  announcement of such  adjustment or  readjustment  and shall give notice
thereof to the holder  hereof,  which  notice  shall  state the  Exercise  Price
resulting from such adjustment or  readjustment  and any change in the number or
type of stock,  securities  and/or other property issuable upon exercise of this
Warrant,  setting forth in reasonable  detail the method of calculation  and the
facts upon which such calculation is based.

      3. RIGHTS UPON  DISTRIBUTION  OF ASSETS.  If the Company  shall declare or
make any dividend or other  distribution of its assets (or rights to acquire its
assets)  to holders  of shares of Common  Stock,  by way of return of capital or
otherwise  (including,  without  limitation,  any distribution of cash, stock or
other  securities,  property  or  options  by  way  of  a  dividend,  spin  off,
reclassification,  corporate  rearrangement,  scheme  of  arrangement  or  other
similar transaction) (a "DISTRIBUTION"),  at any time after the issuance of this
Warrant, then, in each such case:


                                      -10-
<PAGE>

            (a) any Exercise Price in effect  immediately  prior to the close of
business on the record date fixed for the  determination of holders of shares of
Common Stock entitled to receive the Distribution shall be reduced, effective as
of the  close  of  business  on  such  record  date,  to a price  determined  by
multiplying  such Exercise Price by a fraction of which (i) the numerator  shall
be the  Closing  Bid  Price of the  shares of Common  Stock on the  Trading  Day
immediately  preceding such record date minus the value of the  Distribution (as
determined in good faith by the Company's Board of Directors)  applicable to one
share of Common Stock,  and (ii) the denominator  shall be the Closing Bid Price
of the shares of Common  Stock on the Trading  Day  immediately  preceding  such
record date; and

            (b) the number of Warrant  Shares  shall be increased to a number of
shares  equal to the  number of shares of Common  Stock  obtainable  immediately
prior to the close of business on the record date fixed for the determination of
holders  of  shares  of  Common  Stock  entitled  to  receive  the  Distribution
multiplied  by the  reciprocal  of the  fraction  set  forth in the  immediately
preceding  paragraph (a); provided that in the event that the Distribution is of
shares of Common Stock (or common stock)  ("OTHER  SHARES OF COMMON STOCK") of a
company  whose common shares are traded on a national  securities  exchange or a
national  automated  quotation  system,  then the  Holder may elect to receive a
warrant to purchase  Other  Shares of Common Stock in lieu of an increase in the
number of Warrant Shares, the terms of which shall be identical to those of this
Warrant, except that such warrant shall be exercisable into the number of shares
of Other  Shares of Common  Stock  that  would  have been  payable to the Holder
pursuant to the Distribution  had the Holder exercised this Warrant  immediately
prior to such  record  date and with an  aggregate  exercise  price equal to the
product of the amount by which the exercise  price of this Warrant was decreased
with  respect  to the  Distribution  pursuant  to the  terms of the  immediately
preceding  paragraph  (a)  and  the  number  of  Warrant  Shares  calculated  in
accordance with the first part of this paragraph (b).

      4. PURCHASE RIGHTS; FUNDAMENTAL TRANSACTIONS.

            (a)  PURCHASE  RIGHTS.  In addition to any  adjustments  pursuant to
Section 2 above, if at any time the Company grants, issues or sells any Options,
Convertible  Securities  or rights to purchase  stock,  warrants,  securities or
other  property pro rata to the record  holders of any class of shares of Common
Stock (the "PURCHASE RIGHTS"), then the Holder will be entitled to acquire, upon
the terms  applicable to such Purchase  Rights,  the aggregate  Purchase  Rights
which the Holder could have acquired if the Holder had held the number of shares
of Common Stock  acquirable  upon  complete  exercise of this  Warrant  (without
regard to any  limitations on the exercise of this Warrant)  immediately  before
the date on which a record  is taken  for the  grant,  issuance  or sale of such
Purchase Rights, or, if no such record is taken, the date as of which the record
holders of shares of Common Stock are to be determined  for the grant,  issue or
sale of such Purchase Rights.

            (b) FUNDAMENTAL TRANSACTIONS.  If, at any time while this Warrant is
outstanding there is a Fundamental  Transaction,  then the Holder shall have the
right thereafter to receive,  upon exercise of this Warrant, the same amount and
kind of  securities,  cash or property as it would have been entitled to receive
upon the occurrence of such Fundamental  Transaction if it had been, immediately
prior to such  Fundamental  Transaction,  the  holder of the  number of  Warrant
Shares then issuable upon exercise in full of this Warrant (the "ALTERNATE


                                      -11-
<PAGE>

CONSIDERATION").  For purposes of any such exercise,  the  determination  of the
Exercise  Price  shall be  appropriately  adjusted  to  apply to such  Alternate
Consideration based on the amount of Alternate Consideration issuable in respect
of one share of Common Stock in such  Fundamental  Transaction,  and the Company
shall  apportion  the  Exercise  Price among the  Alternate  Consideration  in a
reasonable manner  reflecting the relative value of any different  components of
the Alternate Consideration.  If holders of Common Stock are given any choice as
to the securities, cash or property to be received in a Fundamental Transaction,
then the Holder shall be given the same choice as to the Alternate Consideration
it  receives  upon any  exercise  of this  Warrant  following  such  Fundamental
Transaction.  At the Holder's option and request made prior to the  consummation
of a Fundamental  Transaction,  any successor to the Company or surviving entity
in such  Fundamental  Transaction  shall,  either  (1) issue to the Holder a new
warrant  substantially  in the  form of this  Warrant  and  consistent  with the
foregoing provisions and evidencing the Holder's right to purchase the Alternate
Consideration for the aggregate Exercise Price upon exercise thereof,  or (2) in
the event that the amount of the Alternate  Consideration  issuable per share of
Common Stock in such  Fundamental  Transaction  is less than or equal to 120% of
the Exercise  Price,  purchase the Warrant from the Holder for a purchase price,
payable in cash within five Trading  Days after such  request (or, if later,  on
the effective date of the Fundamental  Transaction),  equal to the Black Scholes
Value of the remaining  unexercised  portion of this Warrant on the date of such
request. The terms of any agreement pursuant to which a Fundamental  Transaction
is effected shall include terms requiring any such successor or surviving entity
to comply  with the  provisions  of this  paragraph  (b) and  insuring  that the
Warrant (or any such replacement  security) will be similarly  adjusted upon any
subsequent transaction analogous to a Fundamental Transaction.

      5.  NONCIRCUMVENTION.  The Company  hereby  covenants  and agrees that the
Company will not, by amendment of its  Certificate of  Incorporation,  Bylaws or
through any reorganization, transfer of assets, consolidation, merger, scheme of
arrangement,  dissolution,  issue or sale of securities,  or any other voluntary
action, avoid or seek to avoid the observance or performance of any of the terms
of  this  Warrant,  and  will  at all  times  in good  faith  carry  out all the
provisions of this Warrant and take all action as may be required to protect the
rights of the Holder.  Without  limiting the  generality of the  foregoing,  the
Company  (i) shall not  increase  the par  value of any  shares of Common  Stock
receivable  upon the exercise of this Warrant  above the Exercise  Price then in
effect,  (ii) shall take all such actions as may be necessary or  appropriate in
order  that  the  Company   may  validly  and  legally   issue  fully  paid  and
nonassessable  shares of Common  Stock upon the  exercise of this  Warrant,  and
(iii) shall,  after the effective  date of the Reverse Merger and so long as any
of the SPA Warrants are  outstanding,  take all action  necessary to reserve and
keep available out of its authorized and unissued shares of Common Stock, solely
for the  purpose of  effecting  the  exercise of the SPA  Warrants,  130% of the
number  of shares of Common  Stock as shall  from time to time be  necessary  to
effect the exercise of the SPA Warrants then outstanding  (without regard to any
limitations on exercise).

      6.  WARRANT  HOLDER  NOT  DEEMED  A   STOCKHOLDER.   Except  as  otherwise
specifically  provided herein, the Holder, solely in such Person's capacity as a
holder of this Warrant, shall not be entitled to vote or receive dividends or be
deemed the holder of share  capital of the  Company for any  purpose,  nor shall
anything  contained  in this  Warrant be  construed  to confer  upon the Holder,
solely in such  Person's  capacity  as the  Holder of this  Warrant,  any of the
rights of a stockholder of the Company or any right to vote, give or withhold


                                      -12-
<PAGE>

consent to any corporate  action  (whether any  reorganization,  issue of stock,
reclassification  of stock,  consolidation,  merger,  conveyance or  otherwise),
receive  notice of  meetings,  receive  dividends  or  subscription  rights,  or
otherwise,  prior to the issuance to the Holder of the Warrant Shares which such
Person is then  entitled to receive  upon the due exercise of this  Warrant.  In
addition,  nothing  contained in this Warrant shall be construed as imposing any
liabilities  on the Holder to purchase  any  securities  (upon  exercise of this
Warrant  or  otherwise)  or  as a  stockholder  of  the  Company,  whether  such
liabilities  are  asserted  by the  Company  or by  creditors  of  the  Company.
Notwithstanding this Section 6, the Company shall provide the Holder with copies
of the same  notices  and other  information  given to the  stockholders  of the
Company   generally,   contemporaneously   with  the   giving   thereof  to  the
stockholders.

      7. REISSUANCE OF WARRANTS.

            (a) TRANSFER OF WARRANT.  If this Warrant is to be transferred,  the
Holder shall surrender this Warrant to the Company,  whereupon the Company will,
subject  to  the  satisfaction  of the  transfer  provisions  of the  Securities
Purchase  Agreement,  forthwith issue and deliver upon the order of the Holder a
new Warrant (in  accordance  with Section  7(d)),  registered  as the Holder may
request,  representing  the right to purchase the number of Warrant Shares being
transferred  by the Holder and, if less then the total number of Warrant  Shares
then underlying this Warrant is being transferred,  a new Warrant (in accordance
with Section 7(d)) to the Holder  representing  the right to purchase the number
of Warrant Shares not being transferred.

            (b) LOST, STOLEN OR MUTILATED  WARRANT.  Upon receipt by the Company
of  evidence  reasonably  satisfactory  to  the  Company  of  the  loss,  theft,
destruction  or mutilation of this Warrant,  and, in the case of loss,  theft or
destruction,  of any indemnification undertaking by the Holder to the Company in
customary form and, in the case of mutilation,  upon surrender and  cancellation
of this  Warrant,  the  Company  shall  execute  and deliver to the Holder a new
Warrant (in accordance with Section 7(d)) representing the right to purchase the
Warrant Shares then underlying this Warrant.

            (c)   EXCHANGEABLE   FOR   MULTIPLE   WARRANTS.   This   Warrant  is
exchangeable, upon the surrender hereof by the Holder at the principal office of
the Company,  for a new Warrant or Warrants (in  accordance  with Section  7(d))
representing in the aggregate the right to purchase the number of Warrant Shares
then underlying this Warrant, and each such new Warrant will represent the right
to purchase  such portion of such Warrant  Shares as is designated by the Holder
at the  time  of  such  surrender;  provided,  however,  that  no  Warrants  for
fractional shares of Common Stock shall be given.

            (d)  ISSUANCE OF NEW  WARRANTS.  Whenever the Company is required to
issue a new Warrant pursuant to the terms of this Warrant,  such new Warrant (i)
shall be of like tenor with this Warrant, (ii) shall represent,  as indicated on
the face of such new  Warrant,  the right to purchase  the  Warrant  Shares then
underlying  this Warrant (or in the case of a new Warrant being issued  pursuant
to Section 7(a) or Section  7(c),  the Warrant  Shares  designated by the Holder
which,  when added to the number of shares of Common Stock  underlying the other
new Warrants issued in connection with such issuance, does not exceed the number
of Warrant Shares then  underlying  this Warrant),  (iii) shall have an issuance
date, as indicated on the face of


                                      -13-
<PAGE>

such new Warrant which is the same as the Issuance Date, and (iv) shall have the
same rights and conditions as this Warrant.

      8.  NOTICES.  Whenever  notice is required to be given under this Warrant,
unless otherwise provided herein,  such notice shall be given in accordance with
Section 9(f) of the Securities Purchase Agreement. The Company shall provide the
Holder with prompt written notice of all actions taken pursuant to this Warrant,
including  in  reasonable  detail a  description  of such  action and the reason
therefor.  Without  limiting the generality of the  foregoing,  the Company will
give written  notice to the Holder (i)  immediately  upon any  adjustment of the
Exercise  Price,  setting  forth  in  reasonable  detail,  and  certifying,  the
calculation of such  adjustment and (ii) at least fifteen (15) days prior to the
date on which the Company closes its books or takes a record (A) with respect to
any dividend or distribution  upon the shares of Common Stock,  (B) with respect
to any grants,  issuances or sales of any  Options,  Convertible  Securities  or
rights to purchase stock,  warrants,  securities or other property to holders of
shares of Common Stock or (C) for determining rights to vote with respect to any
Fundamental Transaction,  dissolution or liquidation, provided in each case that
such  information  shall be made known to the public prior to or in  conjunction
with such notice being provided to the Holder.

      9.  AMENDMENT  AND  WAIVER.  Except  as  otherwise  provided  herein,  the
provisions  of this  Warrant  may be amended and the Company may take any action
herein prohibited, or omit to perform any act herein required to be performed by
it,  only if the  Company  has  obtained  the  written  consent of the  Required
Holders; provided that no such action may increase the exercise price of any SPA
Warrant  or  decrease  the  number of shares or class of stock  obtainable  upon
exercise of any SPA Warrant without the written  consent of the Holder.  No such
amendment  shall be  effective to the extent that it applies to less than all of
the holders of the SPA Warrants then outstanding.

      10.  GOVERNING  LAW.  This Warrant  shall be governed by and construed and
enforced in accordance  with,  and all questions  concerning  the  construction,
validity,  interpretation  and performance of this Warrant 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.

      11.  CONSTRUCTION;  HEADINGS.  This Warrant  shall be deemed to be jointly
drafted by the Company and all the Buyers and shall not be construed against any
person as the drafter  hereof.  The headings of this Warrant are for convenience
of reference and shall not form part of, or affect the  interpretation  of, this
Warrant.

      12.  SEVERABILITY.  If any  provision of this  Warrant or the  application
thereof  becomes  or is  declared  by a court of  competent  jurisdiction  to be
illegal, void or unenforceable,  the remainder of the terms of this Warrant will
continue in full force and effect.

      13. DISPUTE  RESOLUTION.  In the case of a dispute as to the determination
of the Exercise Price or the arithmetic  calculation of the Warrant Shares,  the
Company shall submit the disputed  determinations or arithmetic calculations via
facsimile within two Business Days of receipt of the Exercise Notice giving rise
to such dispute, as the case may be, to the Holder. If


                                      -14-
<PAGE>

the  Holder and the  Company  are  unable to agree  upon such  determination  or
calculation  of the Exercise  Price or the Warrant  Shares within three Business
Days of such disputed determination or arithmetic calculation being submitted to
the Holder,  then the Company  shall,  within two (2)  Business  Days submit via
facsimile  (a)  the  disputed   determination   of  the  Exercise  Price  to  an
independent,  reputable  investment bank selected by the Company and approved by
the Holder or (b) the disputed  arithmetic  calculation of the Warrant Shares to
the Company's  independent,  outside accountant.  The Company shall cause at its
expense the investment  bank or the  accountant,  as the case may be, to perform
the  determinations or calculations and notify the Company and the Holder of the
results no later than ten  Business  Days from the time it receives the disputed
determinations  or  calculations.  If such Investment Bank or accountant  agrees
with the Company's  determination or calculations (as the case may be), then the
Holder  shall  reimburse  the  Company  for the expense it incurred to cause the
investment  bank/accountant to perform such  determination or calculation.  Such
investment bank's or accountant's determination or calculation,  as the case may
be, shall be binding upon all parties absent demonstrable error.

      14.  REMEDIES,  OTHER  OBLIGATIONS,  BREACHES AND INJUNCTIVE  RELIEF.  The
remedies  provided in this Warrant  shall be  cumulative  and in addition to all
other remedies available under this Warrant and the other Transaction Documents,
at law or in equity  (including  a decree of specific  performance  and/or other
injunctive  relief),  and nothing  herein shall limit the right of the Holder to
pursue actual damages for any failure by the Company to comply with the terms of
this Warrant.  The Company  acknowledges  that a breach by it of its obligations
hereunder will cause  irreparable  harm to the Holder and that the remedy at law
for any such breach may be inadequate. The Company therefore agrees that, in the
event of any such breach or threatened  breach, the holder of this Warrant shall
be  entitled,  in addition to all other  available  remedies,  to an  injunction
restraining  any breach,  without the  necessity  of showing  economic  loss and
without any bond or other security being required.

      15. TRANSFER.  This Warrant may be offered for sale, sold,  transferred or
assigned without the consent of the Company, except as may otherwise be required
by Section 2(f) of the Securities Purchase Agreement.

      16. CERTAIN DEFINITIONS. For purposes of this Warrant, the following terms
shall have the following meanings:

            (a) "APPROVED STOCK PLAN" means any employee  benefit plan which has
been  approved by the Board of Directors  of the Company,  pursuant to which the
Company's  securities  may be  issued to any  employee,  officer,  director,  or
consultant for services provided to the Company.

            (b) "BLACK  SCHOLES  VALUE" means the value of this Warrant based on
the Black and Scholes  Option  Pricing Model  obtained from the "OV" function on
Bloomberg determined as of the day immediately following the public announcement
of  the  applicable  Fundamental  Transaction  and  reflecting  (i) a  risk-free
interest rate  corresponding to the U.S. Treasury rate for a period equal to the
remaining  term of this  Warrant as of such date of request  and (ii) the actual
volatility  of the Common Stock since the Issuance  Date  obtained  from the HVT
function on Bloomberg.


                                      -15-
<PAGE>

            (c) "BLOOMBERG" means Bloomberg Financial Markets.

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

            (e)  "CLOSING  BID PRICE" and "CLOSING  SALE PRICE"  means,  for any
security  as of any date,  the last  closing  bid price and last  closing  trade
price,  respectively,  for such security on the Principal Market, as reported by
Bloomberg,  or, if the Principal  Market begins to operate on an extended  hours
basis and does not  designate  the closing bid price or the closing trade price,
as the case may be, then the last bid price or last trade  price,  respectively,
of such security prior to 4:00:00 p.m., New York time, as reported by Bloomberg,
or, if the Principal Market is not the principal  securities exchange or trading
market  for such  security,  the last  closing  bid price or last  trade  price,
respectively,  of such security on the principal  securities exchange or trading
market where such security is listed or traded as reported by  Bloomberg,  or if
the  foregoing  do not apply,  the last  closing bid price or last trade  price,
respectively,  of such security in the over-the-counter market on the electronic
bulletin board for such security as reported by Bloomberg, or, if no closing bid
price or last trade  price,  respectively,  is  reported  for such  security  by
Bloomberg,  the average of the bid prices, or the ask prices,  respectively,  of
any market  makers for such  security as  reported in the "pink  sheets" by Pink
Sheets LLC (formerly the National  Quotation  Bureau,  Inc.). If the Closing Bid
Price or the  Closing  Sale  Price  cannot be  calculated  for a  security  on a
particular  date on any of the  foregoing  bases,  the  Closing Bid Price or the
Closing Sale Price,  as the case may be, of such  security on such date shall be
the fair market value as mutually  determined by the Company and the Holder.  If
the  Company  and the Holder are unable to agree upon the fair  market  value of
such security,  then such dispute shall be resolved  pursuant to Section 13. All
such determinations to be appropriately  adjusted for any stock dividend,  stock
split,  stock  combination  or other similar  transaction  during the applicable
calculation period.

            (f) "COMMON  STOCK" means (i) the Company's  shares of Common Stock,
and (ii) any share  capital into which such Common Stock shall have been changed
or any share capital resulting from a reclassification of such Common Stock.

            (g) "COMMON STOCK DEEMED  OUTSTANDING" means, at any given time, the
number of shares of Common Stock  actually  outstanding  at such time,  plus the
number of shares of Common Stock deemed to be  outstanding  pursuant to Sections
2(a)(i) and 2(a)(ii)  hereof  regardless  of whether the Options or  Convertible
Securities  are actually  exercisable  at such time, but excluding any shares of
Common Stock owned or held by or for the account of the Company or issuable upon
exercise of the SPA Warrants.

            (h) "CONVERTIBLE  SECURITIES"  means any stock or securities  (other
than  Options)  directly  or  indirectly  convertible  into  or  exercisable  or
exchangeable for shares of Common Stock.

            (i) "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.


                                      -16-
<PAGE>

            (j)  "EXCLUDED  SECURITIES"  means  any  Common  Stock,  Options  or
Convertible  Securities,  stock appreciation  rights or other rights with equity
features  issued or issuable:  (i) in connection  with any Approved  Stock Plan;
(ii) upon the  exercise  of the  Warrants;  (iii) upon  conversion,  exercise or
exchange of any Options or Convertible  Securities  which are outstanding on the
date of closing of the  transactions  contemplated  by the  Securities  Purchase
Agreement, provided that the terms of such Options or Convertible Securities are
not  amended,  modified  or  changed  on or after the  Subscription  Date;  (iv)
pursuant to a bona fide firm  commitment  underwritten  public  offering  with a
nationally recognized  underwriter which generates gross proceeds to the Company
in excess of $10,000,000  (other than an "at-the-market  offering" as defined in
Rule 415(a)(4)  under the 1933 Act or equity lines);  or (v) in connection  with
any acquisition  (including strategic  acquisitions or strategic  transactions),
whether through an acquisition of shares or a merger of any business,  assets or
technologies, the primary purpose of which is not to raise equity capital.

            (k) "EXPIRATION  DATE" means the date that is sixty months after the
Issuance  Date;  provided that if such date falls on a day other than a Business
Day or on which trading does not take place on the applicable Eligible Market (a
"HOLIDAY"), the next date that is not a Holiday.

            (l) "FUNDAMENTAL TRANSACTION" means that the Company shall, directly
or  indirectly,  in one or more  related  transactions  effected  after the date
hereof, (i) consolidate or merge with or into (whether or not the Company is the
surviving corporation) another Person, or (ii) sell, assign, transfer, convey or
otherwise dispose of all or substantially all of the properties or assets of the
Company to another  Person,  or (iii) be the  subject of a  purchase,  tender or
exchange  offer by another  Person  that is accepted by the holders of more than
50% of the  outstanding  shares of Voting  Stock  (not  including  any shares of
Voting Stock held by the Person or Persons  making or party to, or associated or
affiliated  with the  Persons  making  or party  to,  such  purchase,  tender or
exchange offer), or (iv) consummate a stock purchase agreement or other business
combination (including, without limitation, a reorganization,  recapitalization,
spin-off or scheme of arrangement) with another Person whereby such other Person
acquires  more  than the 50% of the  outstanding  shares of  Common  Stock  (not
including  any shares of Common Stock held by the other Person or other  Persons
making or party to, or associated or affiliated with the other Persons making or
party to, such stock purchase agreement or other business  combination),  or (v)
reclassify or change the outstanding shares of Common Stock (other than a change
in par  value,  or from par value to no par  value,  or from no par value to par
value, or as a result of a subdivision or combination),  or (vi) any "person" or
"group" (as these terms are used for purposes of Sections 13(d) and 14(d) of the
Exchange  Act) is or shall  become the  "beneficial  owner" (as  defined in Rule
13d-3 under the Exchange Act),  directly or indirectly,  of 50% of the aggregate
ordinary voting power represented by issued and outstanding Common Stock.

            (m) "INITIAL  PRINCIPAL  MARKET" means the National  Association  of
Securities Dealers Inc.'s OTC Bulletin Board.

            (n) "OPTIONS" means any rights, warrants or options to subscribe for
or purchase shares of Common Stock or Convertible Securities.


                                      -17-
<PAGE>

            (o) "PARENT  ENTITY" of a Person means an entity  that,  directly or
indirectly,  controls the applicable Person and whose common stock or equivalent
equity security is quoted or listed on an Eligible Market,  or, if there is more
than one such  Person or Parent  Entity,  the Person or Parent  Entity  with the
largest  public  market  capitalization  as of the date of  consummation  of the
Fundamental Transaction.

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

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

            (r) "REGISTRATION  RIGHTS AGREEMENT" means that certain registration
rights agreement by and among the Company and the Buyers.

            (s)  "REQUIRED  HOLDERS"  means  the  holders  of the  SPA  Warrants
representing  at least a majority of shares of Common Stock  underlying  the SPA
Warrants then outstanding.

            (t) "REVERSE  SPLIT" means that certain  reverse split in respect of
the shares  Common  Stock of the Company in which each  11.226  shares of Common
Stock prior to such  reverse  split shall be  exchanged  for one share of Common
Stock  after such  reverse  split to be  effected  by the Company as promptly as
practicable after the Issuance Date.

            (u) "SPA  SECURITIES"  means the Common Stock issued pursuant to the
Securities Purchase Agreement.

            (v)  "SUCCESSOR  ENTITY"  means the Person (or, if so elected by the
Required Holders,  the Parent Entity) formed by, resulting from or surviving any
Fundamental  Transaction  or the  Person  (or,  if so  elected  by the  Required
Holders,  the Parent Entity) with which such Fundamental  Transaction shall have
been entered into.

            (w) "TRADING DAY" means any day on which trading the Common Stock is
reported on the Initial Principal Market, or, if the Initial Principal Market is
not the  principal  trading  market for the Common  Stock,  then on the Eligible
Market that 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).

            (x)  "TRANSACTION  DOCUMENTS" is defined in the Securities  Purchase
Agreement.

            (y) "VOTING STOCK" of a Person means capital stock of such Person of
the class or classes  pursuant  to which the  holders  thereof  have the general
voting power to elect,  or the general power to appoint,  at least a majority of
the board of directors, managers or trustees of


                                      -18-
<PAGE>

such Person  (irrespective  of whether or not at the time  capital  stock of any
other class or classes  shall have or might have  voting  power by reason of the
happening of any contingency).

            (z)  "WEIGHTED  AVERAGE  PRICE"  means,  for  any  date,  the  price
determined by the first of the following clauses that applies: (a) if the Common
Stock is then listed or quoted on an Eligible Market,  the daily volume weighted
average price of the Common Stock for such date (or the nearest  preceding date)
on the  Eligible  Market on which the Common  Stock is then  listed or quoted as
reported  by  Bloomberg  Financial  L.P.  (based on a Trading Day from 9:30 a.m.
Eastern  Time to 4:02 p.m.  Eastern  Time);  (b) if the Common Stock is not then
listed or quoted on an  Eligible  Market and if prices for the Common  Stock are
then quoted on the OTC Bulletin Board,  the volume weighted average price of the
Common Stock for such date (or the nearest  preceding  date) on the OTC Bulletin
Board;  (c) if the Common Stock is not then listed or quoted on the OTC Bulletin
Board and if prices for the Common Stock are then  reported in the "Pink Sheets"
published  by  the  Pink  Sheets,  LLC  (or a  similar  organization  or  agency
succeeding to its functions of reporting prices),  the most recent bid price per
share of the  Common  Stock so  reported;  or (d) in all other  cases,  the fair
market  value  of a share  of  Common  Stock  as  determined  by an  independent
appraiser selected in good faith by the Holders and reasonably acceptable to the
Company.

                            [SIGNATURE PAGE FOLLOWS]


                                      -19-
<PAGE>

      IN WITNESS WHEREOF, the Company has caused this Warrant to Purchase Common
Stock to be duly executed as of the Issuance Date set out above.

                                                     AEROBIC CREATIONS, INC.


                                                     By:________________________
                                                     Name:
                                                     Title:

<PAGE>

                                                                       EXHIBIT A

                                 EXERCISE NOTICE

            TO BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS
                        WARRANT TO PURCHASE COMMON STOCK
                             AEROBIC CREATIONS, INC.

      The   undersigned   holder   hereby   exercises   the  right  to  purchase
_________________  of the shares of Common Stock  ("WARRANT  SHARES") of [Summit
Global  Logistics,   Inc.,  formerly,]  Aerobic  Creations,   Inc.,  a  Delaware
corporation  (the  "COMPANY"),  evidenced  by the  attached  Warrant to Purchase
Common Stock (the  "WARRANT").  Capitalized  terms used herein and not otherwise
defined shall have the respective meanings set forth in the Warrant.

      1. FORM OF EXERCISE PRICE. The Holder intends that payment of the Exercise
Price shall be made as:

      ___________ a "Cash  Exercise" in respect of ___________  Warrant  Shares;
and/or  When  available  pursuant  to the terms of the  Warrant,  ___________  a
"Cashless Exercise" in respect of ___________ Warrant Shares.

      2. CASH EXERCISE. In the event that the holder has elected a Cash Exercise
in respect of some or all of the Warrant  Shares to be issued  pursuant  hereto,
the undersigned holder hereby exercises the right to purchase  _________________
of the shares of Common Stock  ("WARRANT  SHARES") of [Summit Global  Logistics,
Inc., formerly,] Aerobic Creations, Inc. a Delaware corporation (the "Company"),
evidenced by the  attached  Warrant to Purchase  Common  Stock (the  "WARRANT").
Capitalized  terms  used  herein  and  not  otherwise  defined  shall  have  the
respective meanings set forth in the Warrant.

      3. PAYMENT OF EXERCISE PRICE. The holder shall pay the Aggregate  Exercise
Price in the sum of  $___________________  to the Company in accordance with the
terms of the Warrant.

      4.  DELIVERY OF WARRANT  SHARES.  The Company  shall deliver to the holder
__________ Warrant Shares in accordance with the terms of the Warrant.


Date: _______________ __, ______


________________________________
   Name of Registered Holder


By: ____________________________
    Name:
    Title:

<PAGE>

                                 ACKNOWLEDGMENT

      The Company hereby  acknowledges  this Exercise  Notice and hereby directs
___________________________________,  as  transfer  agent  to  issue  the  above
indicated number of shares of Common Stock in accordance with the Transfer Agent
Instructions dated ____________________,  2006 from the Company and acknowledged
and agreed to by the transfer agent.

                                                     AEROBIC CREATIONS, INC.


                                                     By:________________________
                                                        Name:
                                                        Title:


                                       -2-