Exhibit 10.3

                                                                  EXECUTION COPY

                                    GUARANTY

            GUARANTY,  dated  as  of  November  8,  2006  made  by  each  of the
undersigned (each a "GUARANTOR", and collectively,  the "GUARANTORS"),  in favor
of Law  Debenture  Trust  Company of New York, a limited  purpose  trust company
chartered  by  the  New  York  State  Banking  Department,  in its  capacity  as
collateral agent (in such capacity,  the "COLLATERAL  AGENT") for the benefit of
the Noteholders (as defined below).

                              W I T N E S S E T H :

            WHEREAS, Maritime Logistics US Holdings Inc., a Delaware corporation
(the  "COMPANY")  and each party  listed as a "Buyer" on the  Schedule of Buyers
attached thereto (each a "BUYER", and collectively,  the "BUYERS" and, together,
with their successors and permitted  assigns,  the "NOTEHOLDERS") are parties to
the  Securities   Purchase  Agreement  dated  November  8,  2006  (as   amended,
supplemented or otherwise  modified from time to time, the "SECURITIES  PURCHASE
AGREEMENT");  pursuant  to which the  Company  will  cause its  parent,  Aerobic
Creations,  Inc.,  a  corporation  organized  under  the  laws of the  state  of
Delaware, to be known as Summit Global Logistics, Inc. ("PUBCO"), to authorize a
new  series  of its  senior  secured  convertible  notes  (as such  Notes may be
amended,  restated,  replaced  or  otherwise  modified  from  time  to  time  in
accordance with the terms thereof, collectively, the "NOTES"), which Notes shall
be convertible into PubCo's common stock in accordance with the terms thereof;

            WHEREAS,  pursuant  to a joinder  agreement  dated the date  hereof,
PubCo shall become a party to the Securities Purchase Agreement;

            WHEREAS,  it is a condition  precedent to the Buyers  purchasing the
Notes that the Guarantors execute and deliver to the Collateral Agent a guaranty
guaranteeing  all of the  obligations  of PubCo  under the  Securities  Purchase
Agreement, the Notes and the Transaction Documents (as defined in the Securities
Purchase Agreement, the "TRANSACTION DOCUMENTS"); and

            WHEREAS, each Guarantor has determined that the execution,  delivery
and performance of this Guaranty directly benefits,  and is in the best interest
of, such Guarantor;

            NOW, THEREFORE,  in consideration of the premises and the agreements
herein  and in order to induce  the  Buyers  to  perform  under  the  Securities
Purchase Agreement, each Guarantor hereby agrees as follows:

            SECTION 1.  DEFINITIONS.  Reference is hereby made to the Securities
Purchase  Agreement and the Notes issued pursuant thereto for a statement of the
terms  thereof.  All  terms  used in this  Guaranty,  which are  defined  in the
Securities  Purchase  Agreement or the Notes and not otherwise  defined  herein,
shall have the same meanings herein as set forth therein.

            SECTION 2. GUARANTY. The Guarantors,  jointly and severally,  hereby
unconditionally and irrevocably,  guaranty, as primary obligor and not merely as
surety,  the full and punctual payment,  as and when due and payable,  by stated
maturity or otherwise, of all

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Obligations  (as defined in the Security  Agreement)  of PubCo from time to time
owing by it in respect of the Securities Purchase  Agreement,  the Notes and the
other Transaction Documents,  including,  without limitation,  all interest that
accrues after the  commencement of any Insolvency  Proceeding (as defined in the
Security  Agreement)  of PubCo or any  Guarantor,  whether or not the payment of
such interest is  unenforceable or is not allowable due to the existence of such
Insolvency  Proceeding,  and  all  fees,  commissions,  expense  reimbursements,
indemnifications  and all other  amounts  due or to become  due under any of the
Transaction Documents (such obligations,  to the extent not paid by PubCo, being
the "Guaranteed Obligations"), and agrees to pay any and all expenses (including
reasonable  counsel fees and  expenses)  reasonably  incurred by the  Collateral
Agent in  enforcing  any  rights  under  this  Guaranty.  Without  limiting  the
generality of the foregoing,  each Guarantor's  liability hereunder shall extend
to all amounts that constitute  part of the Guaranteed  Obligations and would be
owed by PubCo to the Collateral  Agent under the Securities  Purchase  Agreement
and the Notes but for the fact that they are  unenforceable or not allowable due
to the  existence of an Insolvency  Proceeding  involving any Guarantor or PubCo
(each,  a  "Transaction  Party").   Notwithstanding  anything  to  the  contrary
contained  herein,  the  liability  of  Guarantors  for  the  entire  Guaranteed
Obligations  shall  mature  and  become  immediately  due and  payable  upon the
occurrence of any act,  condition or event which constitutes an Event of Default
as such term is defined in the Notes.  This  Guaranty  constitutes a guaranty of
payment and not of collection.

            SECTION 3. GUARANTY ABSOLUTE; CONTINUING GUARANTY; ASSIGNMENTS.

            (a)  The  Guarantors,  jointly  and  severally,  guaranty  that  the
Guaranteed Obligations will be paid strictly in accordance with the terms of the
Transaction  Documents,  regardless  of any  law,  regulation  or  order  now or
hereafter  in  effect in any  jurisdiction  affecting  any of such  terms or the
rights of the Collateral  Agent with respect  thereto.  The  obligations of each
Guarantor under this Guaranty are independent of the Guaranteed Obligations, and
a separate action or actions may be brought and prosecuted against any Guarantor
to enforce  such  obligations,  irrespective  of  whether  any action is brought
against any other  Transaction  Party or whether any other  Transaction Party is
joined in any such action or actions.  The liability of any Guarantor under this
Guaranty shall be irrevocable,  absolute and unconditional  irrespective of, and
each Guarantor hereby  irrevocably  waives,  to the extent permitted by law, any
defenses it may now or hereafter  have in any way relating to, any or all of the
following:

                  (i) any lack of validity or  enforceability of any Transaction
Document or any agreement or instrument relating thereto;

                  (ii) any change in the time, manner or place of payment of, or
in any other term of,  all or any of the  Guaranteed  Obligations,  or any other
amendment  or  waiver  of or any  consent  to  departure  from  any  Transaction
Document,   including,  without  limitation,  any  increase  in  the  Guaranteed
Obligations resulting from the extension of additional credit to any Transaction
Party or otherwise;

                  (iii) any taking,  exchange,  release or non-perfection of any
Collateral  (as defined in the Security  Documents),  or any taking,  release or
amendment or waiver of or consent to departure from any other guaranty,  for all
or any of the Guaranteed Obligations;


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                  (iv)  any  change,   restructuring   or   termination  of  the
corporate,  limited liability  company or partnership  structure or existence of
any Transaction Party; or

                  (v)  any  other   circumstance   (including   any  statute  of
limitations)  or any  existence  of or  reliance  on any  representation  by the
Collateral  Agent that might otherwise  constitute a defense  available to, or a
discharge of, any Transaction Party or any other guarantor or surety.

This Guaranty shall  continue to be effective or be reinstated,  as the case may
be, if at any time any payment of any of the Guaranteed Obligations is rescinded
or must otherwise be returned by the  Collateral  Agent or any other Person upon
the  insolvency,  bankruptcy  or  reorganization  of any  Transaction  Party  or
otherwise, all as though such payment had not been made.

            (b) This  Guaranty is a continuing  guaranty and shall (i) remain in
full  force  and  effect  until the  indefeasible  cash  payment  in full of the
Guaranteed  Obligations  (other  than  inchoate  indemnity  obligations)  and/or
complete  conversion  of all of  PubCo's  obligations  under the Notes to equity
securities of PubCo and payment of all other amounts payable under this Guaranty
(other than  inchoate  indemnity  obligations)  and shall not  terminate for any
reason prior to the respective Maturity Date of each Note (other than payment in
full of the Notes and/or complete conversion of all of PubCo's obligations under
the Notes to equity securities of PubCo) and (ii) be binding upon each Guarantor
and its  respective  successors  and assigns.  This Guaranty  shall inure to the
benefit of and be enforceable by the Collateral  Agent and its  successors,  and
permitted pledgees,  transferees and assigns. Without limiting the generality of
the foregoing  sentence,  the  Collateral  Agent or any  Noteholder  may pledge,
assign or otherwise  transfer  all or any portion of its rights and  obligations
under and subject to the terms of any Transaction  Document to any other Person,
and such other Person  shall  thereupon  become  vested with all the benefits in
respect thereof granted to such Noteholder herein or otherwise,  in each case as
provided in the Securities Purchase Agreement or such Transaction Document.

            SECTION 4. WAIVERS.  To the extent permitted by applicable law, each
Guarantor  hereby waives  promptness,  diligence,  notice of acceptance  and any
other notice with respect to any of the Guaranteed Obligations and this Guaranty
and any  requirement  that the  Collateral  Agent  exhaust any right or take any
action against any Transaction Party or any other Person or any Collateral.  The
Guarantor  acknowledges  that it will receive direct and indirect  benefits from
the financing arrangements  contemplated herein and that the waiver set forth in
this  Section  4 is  knowingly  made  in  contemplation  of such  benefits.  The
Guarantors hereby waive any right to revoke this Guaranty, and acknowledges that
this Guaranty is continuing in nature and applies to all Guaranteed Obligations,
whether existing now or in the future.

            SECTION 5. SUBROGATION. No Guarantor may exercise any rights that it
may  now or  hereafter  acquire  against  any  Transaction  Party  or any  other
guarantor that arise from the existence,  payment, performance or enforcement of
any Guarantor's obligations under this Guaranty,  including, without limitation,
any  right  of   subrogation,   reimbursement,   exoneration,   contribution  or
indemnification  and any  right to  participate  in any  claim or  remedy of the
Collateral  Agent against any  Transaction  Party or any other  guarantor or any
Collateral, whether or not such claim, remedy or right arises in equity or under
contract,  statute or common law, including,  without  limitation,  the right to
take or receive from any Transaction Party or any other


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guarantor, directly or indirectly, in cash or other property or by set-off or in
any other manner, payment or security solely on account of such claim, remedy or
right,  unless and until all of the Guaranteed  Obligations (other than inchoate
indemnity  obligations) and all other amounts payable under this Guaranty (other
than inchoate  indemnity  obligations) shall have indefeasibly been paid in full
in cash or all of PubCo's  obligations  under the Notes have been  converted  to
equity securities.  If any amount shall be paid to the Guarantor in violation of
the immediately  preceding sentence at any time prior to the earlier to occur of
the payment in full in cash of the Guaranteed  Obligations and all other amounts
payable  under this Guaranty and the  conversion  of all of PubCo's  obligations
under the Notes to equity  securities such amount shall be held in trust for the
benefit of the  Collateral  Agent and shall  forthwith be paid to the Collateral
Agent to be credited  and applied to the  Guaranteed  Obligations  and all other
amounts payable under this Guaranty, whether matured or unmatured, in accordance
with the terms of the Transaction  Document, or to be held as Collateral for any
Guaranteed  Obligations or other amounts payable under this Guaranty  thereafter
arising.  If (a) any Guarantor shall make payment to the Collateral Agent of all
or any  part  of the  Guaranteed  Obligations,  and  (b)  all of the  Guaranteed
Obligations  (other than inchoate  indemnity  obligations) and all other amounts
payable under this Guaranty (other than inchoate  indemnity  obligations)  shall
indefeasibly  be paid in full in cash or all of  PubCo's  obligations  under the
Notes have been converted to equity  securities  the  Collateral  Agent will, at
such  Guarantor's  request and  expense,  execute and deliver to such  Guarantor
appropriate documents,  without recourse and without representation or warranty,
necessary  to evidence  the  transfer by  subrogation  to such  Guarantor  of an
interest  in the  Guaranteed  Obligations  resulting  from such  payment by such
Guarantor.

            SECTION 6.  LIMITATION  OF  GUARANTY.  Any term or provision of this
Guaranty or any other Transaction Document to the contrary notwithstanding,  the
maximum  aggregate amount of the Guaranteed  Obligations for which any Guarantor
shall be liable shall not exceed the maximum amount for which such Guarantor can
be liable without rendering this Guaranty or any other Transaction  Document, as
it relates to such Guarantor, subject to avoidance under applicable law relating
to fraudulent  conveyance or fraudulent  transfer  (including Section 548 of the
Bankruptcy  Code  or  any  applicable   provisions  of  comparable   state  law)
(collectively, "Fraudulent Transfer Laws"), in each case after giving effect (a)
to all other  liabilities of such Guarantor,  contingent or otherwise,  that are
relevant under such Fraudulent Transfer Laws (specifically  excluding,  however,
any liabilities of such Guarantor in respect of intercompany Indebtedness to any
Transaction Party to the extent that such Indebtedness would be discharged in an
amount  equal to the amount  paid by such  Guarantor  hereunder)  and (b) to the
value as assets of such Guarantor (as determined under the applicable provisions
of such Fraudulent  Transfer Laws) of any rights to  subrogation,  contribution,
reimbursement,  indemnity or similar rights held by such  Guarantor  pursuant to
(i) applicable Requirements of Law, (ii) Section 5 of this Guaranty or (iii) any
other contractual  obligations  providing for an equitable allocation among such
Guarantor and other  Subsidiaries  or  Affiliates of the Company of  obligations
arising under this Guaranty or other guaranties of the Guaranteed Obligations by
such parties.


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<PAGE>

            SECTION 7. REPRESENTATIONS, WARRANTIES AND COVENANTS.

            (a) Each  Guarantor  hereby  represents  and warrants as of the date
first written above as follows:

                  (i) The  Guarantor  (A) is a  corporation,  limited  liability
company or limited  partnership  duly  organized,  validly  existing and, to the
extent legally applicable in good standing under the laws of the jurisdiction of
its  organization  as set  forth  on the  signature  pages  hereto,  (B) has all
requisite corporate,  limited liability company or limited partnership power and
authority to conduct its business as now conducted and as presently contemplated
and to execute and deliver this Guaranty and each other Transaction  Document to
which the Guarantor is a party, and to consummate the transactions  contemplated
hereby and thereby and (C) is duly  qualified to do business  and, to the extent
legally  applicable,  is in good  standing  in each  jurisdiction  in which  the
character of the properties owned or leased by it or in which the transaction of
its business makes such  qualification  necessary except where the failure to be
so qualified or in good standing would not result in a Material Adverse Effect.

                  (ii) The execution,  delivery and performance by the Guarantor
of this Guaranty and each other Transaction Document to which the Guarantor is a
party  (A)  have  been  duly  authorized  by all  necessary  corporate,  limited
liability  company  or  limited  partnership  action,  (B) do not and  will  not
contravene its charter or by-laws,  its limited  liability  company or operating
agreement  or its  certificate  of  partnership  or  partnership  agreement,  as
applicable,  or any  applicable law in any material  respect or any  contractual
restriction  binding  on the  Guarantor  or its  properties  (except  where  the
contravention  of such  contractual  restriction  would not result in a Material
Adverse  Effect),  (C) do not and will not result in or require the  creation of
any lien (other than Permitted  Liens or pursuant to any  Transaction  Document)
upon or with  respect  to any of its  properties,  and (D) do not and  will  not
result  in  any  default,  noncompliance,  suspension,  revocation,  impairment,
forfeiture or  nonrenewal  of any material  permit,  license,  authorization  or
approval applicable to it or its operations or any of its properties unless such
default,  noncompliance,   suspension,  revocation,  impairment,  forfeiture  or
nonrenewal would not have a Material Adverse Effect.

                  (iii) No  authorization or approval or other action by, and no
notice to or filing with, any  governmental  authority is required in connection
with the due  execution,  delivery  and  performance  by the  Guarantor  of this
Guaranty or any of the other  Transaction  Documents to which the Guarantor is a
party (other than expressly provided for in any of the Transaction Documents).

                  (iv) Each of this Guaranty and the other Transaction Documents
to which the Guarantor is or will be a party, when delivered,  will be, a legal,
valid and binding obligation of the Guarantor, enforceable against the Guarantor
in accordance with its terms, except as may be limited by applicable bankruptcy,
insolvency,  reorganization,  moratorium,  fraudulent conveyance,  suretyship or
other similar laws and equitable  principles  (regardless of whether enforcement
is sought in equity or at law).

                  (v) There is no pending or, to the knowledge of the Guarantor,
threatened  action,  suit or proceeding against the Guarantor or to which any of
the properties of


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<PAGE>

the Guarantor is subject,  before any court or other  governmental  authority or
any arbitrator  that if adversely  determined,  could  reasonably be expected to
have a Material Adverse Effect.

                  (vi) The Guarantor (A) has read and  understands the terms and
conditions  of the  Securities  Purchase  Agreement  and the  other  Transaction
Documents,  and (B) now has and  will  continue  to have  independent  means  of
obtaining information  concerning the affairs,  financial condition and business
of PubCo  and the  other  Transaction  Parties,  and has no need of, or right to
obtain  from any  Noteholder,  any credit or other  information  concerning  the
affairs,  financial  condition  or  business  of PubCo or the other  Transaction
Parties.

            (b) The Guarantor  covenants and agrees that until indefeasible full
and  final  payment  of  the  Guaranteed   Obligations  (other  than  contingent
indemnification  obligations  in  respect  of which no claim has been  asserted)
and/or complete  conversion of all of the PubCo's obligations under the Notes to
equity securities of PubCo, it will comply with each of the covenants (except to
the extent applicable only to a public company) which are set forth in Section 4
of the Securities Purchase Agreement as if the Guarantor were a party thereto.

            SECTION  8. RIGHT OF  SET-OFF.  Upon the  occurrence  and during the
continuance  of any  Event  of  Default,  any  Noteholder  may,  and  is  hereby
authorized  to,  at any time  and  from  time to  time,  without  notice  to the
Guarantors (any such notice being expressly waived by each Guarantor) and to the
fullest extent permitted by law, set-off and apply any and all deposits (general
or  special,  time or demand,  provisional  or final) at any time held and other
indebtedness  at any time  owing by any  Noteholder  to or for the credit or the
account of any Guarantor  against any and all  obligations of the Guarantors now
or hereafter  existing  under this Guaranty or any other  Transaction  Document,
irrespective  of whether or not any Noteholder  shall have made any demand under
this  Guaranty or any other  Transaction  Document.  Each  Noteholder  agrees to
notify the relevant  Guarantor  promptly after any such set-off and  application
made by such Noteholder, provided that the failure to give such notice shall not
affect  the  validity  of  such  set-off  and  application.  The  rights  of any
Noteholder  under this  Section 8 are in addition to other  rights and  remedies
(including,  without limitation,  other rights of set-off) which such Noteholder
may have  under  this  Guaranty  or any  other  Transaction  Document  in law or
otherwise.

            SECTION  9.  NOTICES,  ETC.  All  notices  and other  communications
provided for  hereunder  shall be in writing and shall be mailed,  telecopied or
delivered,  if to any Guarantor, to it at its address set forth on the signature
page  hereto,  or if to the  Collateral  Agent or any  Noteholder,  to it at its
respective  address set forth in the  Securities  Purchase  Agreement;  or as to
either such Person at such other  address as shall be  designated by such Person
in a written notice to such other Person complying as to delivery with the terms
of this Section 9. All such notices and other  communications shall be effective
(i) if mailed (by certified mail, postage prepaid and return receipt requested),
when  received or three  Business Days after  deposited in the mails,  whichever
occurs first; (ii) if telecopied, when transmitted and confirmation is received,
provided same is on a Business Day and, if not, on the next Business Day;  (iii)
if delivered by hand, upon delivery,  provided same is on a Business Day and, if
not, on the next Business Day or (iv) one (1) Business Day after deposit with an
overnight  courier  service  in each  case  properly  addressed  to the party to
receive the same.


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<PAGE>

            SECTION 10. CONSENT TO  JURISDICTION;  SERVICE OF PROCESS AND VENUE.
ANY LEGAL  ACTION OR  PROCEEDING  WITH  RESPECT  TO THIS  GUARANTY  OR ANY OTHER
TRANSACTION  DOCUMENT  MAY BE  BROUGHT IN THE COURTS OF THE STATE OF NEW YORK IN
THE COUNTY OF NEW YORK OR OF THE UNITED STATES  DISTRICT  COURT FOR THE SOUTHERN
DISTRICT OF NEW YORK,  AND, BY EXECUTION  AND DELIVERY OF THIS  AGREEMENT,  EACH
GUARANTOR HEREBY IRREVOCABLY  ACCEPTS IN RESPECT OF ITS PROPERTY,  GENERALLY AND
UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS. EACH GUARANTOR HEREBY
IRREVOCABLY  APPOINTS  THE  SECRETARY  OF STATE OF THE  STATE OF NEW YORK AS ITS
AGENT FOR  SERVICE OF PROCESS IN RESPECT OF ANY SUCH  ACTION OR  PROCEEDING  AND
FURTHER  IRREVOCABLY  CONSENTS  TO  THE  SERVICE  OF  PROCESS  OUT OF ANY OF THE
AFOREMENTIONED  COURTS AND IN ANY SUCH  ACTION OR  PROCEEDING  BY THE MAILING OF
COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID,  AT ITS ADDRESS
FOR NOTICES AS SET FORTH ON THE  SIGNATURE  PAGE HERETO AND TO THE  SECRETARY OF
STATE OF THE STATE OF NEW YORK,  SUCH SERVICE TO BECOME  EFFECTIVE TEN (10) DAYS
AFTER SUCH  MAILING.  NOTHING  HEREIN SHALL  AFFECT THE RIGHT OF THE  COLLATERAL
AGENT TO SERVICE OF PROCESS IN ANY OTHER MANNER  PERMITTED BY LAW OR TO COMMENCE
LEGAL  PROCEEDINGS  OR OTHERWISE  PROCEED  AGAINST  EACH  GUARANTOR IN ANY OTHER
JURISDICTION.  ANY GUARANTOR  HEREBY  EXPRESSLY AND IRREVOCABLY  WAIVES,  TO THE
FULLEST  EXTENT  PERMITTED BY LAW, ANY  OBJECTION  WHICH IT MAY NOW OR HEREAFTER
HAVE TO THE  JURISDICTION OR LAYING OF VENUE OF ANY SUCH  LITIGATION  BROUGHT IN
ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN
BROUGHT IN AN  INCONVENIENT  FORUM.  TO THE  EXTENT  THAT ANY  GUARANTOR  HAS OR
HEREAFTER  MAY ACQUIRE ANY IMMUNITY FROM  JURISDICTION  OF ANY COURT OR FROM ANY
LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE,  ATTACHMENT PRIOR TO JUDGMENT,
ATTACHMENT  IN AID OF  EXECUTION  OR  OTHERWISE)  WITH  RESPECT TO ITSELF OR ITS
PROPERTY,  EACH GUARANTOR HEREBY  IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF
ITS OBLIGATIONS UNDER THIS GUARANTY AND THE OTHER TRANSACTION DOCUMENTS.

            SECTION 11. WAIVER OF JURY TRIAL,  ETC. EACH GUARANTOR HEREBY WAIVES
ANY  RIGHT  TO A  TRIAL  BY  JURY  IN ANY  ACTION,  PROCEEDING  OR  COUNTERCLAIM
CONCERNING ANY RIGHTS UNDER THIS GUARANTY OR THE OTHER TRANSACTION DOCUMENTS, OR
UNDER ANY AMENDMENT,  WAIVER, CONSENT,  INSTRUMENT,  DOCUMENT OR OTHER AGREEMENT
DELIVERED  OR WHICH IN THE FUTURE MAY BE  DELIVERED  IN  CONNECTION  HEREWITH OR
THEREWITH,  OR ARISING FROM ANY  FINANCING  RELATIONSHIP  EXISTING IN CONNECTION
WITH THIS GUARANTY OR THE OTHER TRANSACTION DOCUMENTS,  AND AGREES THAT ANY SUCH
ACTION,  PROCEEDING OR COUNTERCLAIM SHALL BE TRIED BEFORE A COURT AND NOT BEFORE
A JURY.  EACH  GUARANTOR  CERTIFIES  THAT NO OFFICER,  REPRESENTATIVE,  AGENT OR
ATTORNEY OF THE COLLATERAL AGENT OR ANY NOTEHOLDER HAS REPRESENTED, EXPRESSLY OR
OTHERWISE, THAT ANY NOTEHOLDER WOULD


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<PAGE>

NOT, IN THE EVENT OF ANY ACTION, PROCEEDING OR COUNTERCLAIM, SEEK TO ENFORCE THE
FOREGOING WAIVERS.  EACH GUARANTOR HEREBY  ACKNOWLEDGES THAT THIS PROVISION IS A
MATERIAL INDUCEMENT FOR THE COLLATERAL AGENT ENTERING INTO THIS AGREEMENT.

            SECTION 12. TAXES.

            (a) All payments made by any Guarantor  hereunder or under any other
Transaction  Document  shall  be  made  in  accordance  with  the  terms  of the
respective Transaction Document and shall be made without set-off, counterclaim,
deduction or other  defense.  All such payments  shall be made free and clear of
and  without  deduction  for any  present  or  future  taxes,  levies,  imposts,
deductions,  charges or withholdings,  and all liabilities with respect thereto,
EXCLUDING taxes imposed on the net income of any Noteholder by the  jurisdiction
in which such  Noteholder  is  organized or where it has its  principal  lending
office  (all such  nonexcluded  taxes,  levies,  imposts,  deductions,  charges,
withholdings and liabilities,  collectively or  individually,  "TAXES").  If any
Guarantor  shall be  required  to deduct  or to  withhold  any Taxes  from or in
respect of any amount payable hereunder or under any other Transaction Document;

                  (i) the amount so  payable  shall be  increased  to the extent
      necessary so that after making all required  deductions  and  withholdings
      (including  Taxes on amounts  payable to any  Noteholder  pursuant to this
      sentence)  each  Noteholder  receives an amount  equal to the sum it would
      have received had no such deduction or withholding been made,

                  (ii) such Guarantor shall make such deduction or withholding,

                  (iii) such  Guarantor  shall pay the full  amount  deducted or
      withheld to the relevant taxation  authority in accordance with applicable
      law, and

                  (iv) as promptly as possible thereafter,  such Guarantor shall
      send the  Noteholders an official  receipt (or, if an official  receipt is
      not available,  such other  documentation  as shall be satisfactory to the
      Collateral Agent, as the case may be) showing payment.  In addition,  each
      Guarantor  agrees to pay any present or future stamp or documentary  taxes
      or any other  excise or  property  taxes,  charges or similar  levies that
      arise from any payment  made  hereunder or from the  execution,  delivery,
      registration  or  enforcement  of, or  otherwise  with  respect  to,  this
      Agreement or any other Transaction Document (collectively, "OTHER TAXES").

            (b)  Each  Guarantor  hereby  indemnifies  and  agrees  to hold  the
Collateral Agent and each Noteholder (each an "INDEMNIFIED PARTY") harmless from
and against Taxes or Other Taxes (including,  without  limitation,  any Taxes or
Other Taxes imposed by any  jurisdiction  on amounts  payable under this Section
12) paid by any  Indemnified  Party as a result of any payment made hereunder or
from the execution, delivery,  registration or enforcement of, or otherwise with
respect to, this Agreement or any other Transaction Document,  and any liability
(including  penalties,  interest and expenses  for  nonpayment,  late payment or
otherwise) arising therefrom or with respect thereto,  whether or not such Taxes
or Other Taxes were correctly or legally asserted. This indemnification shall be
paid within 30 days from the date on


                                      -8-
<PAGE>

which the Collateral  Agent or such  Noteholder  makes written demand  therefor,
which demand shall identify the nature and amount of such Taxes or Other Taxes.

            (c) If any Guarantor fails to perform any of its  obligations  under
this Section 12, such Guarantor  shall  indemnify the Collateral  Agent and each
Noteholder  for any taxes,  interest or penalties  that may become  payable as a
result of any such failure. The obligations of the Guarantors under this Section
12 shall  survive  the  termination  of this  Guaranty  and the  payment  of the
Obligations and all other amounts payable hereunder.

            SECTION 13. MISCELLANEOUS.

            (a) Each Guarantor will make each payment  hereunder in lawful money
of the  United  States of America  and in  immediately  available  funds to each
Noteholder,  at such address  specified by such  Noteholder from time to time by
notice to the Guarantors.

            (b) No amendment or waiver of any  provision of this Guaranty and no
consent  to any  departure  by any  Guarantor  therefrom  shall in any  event be
effective  unless the same shall be in writing and signed by each  Guarantor and
Collateral  Agent and then such waiver or consent shall be effective only in the
specific instance and for the specific purpose for which given.

            (c) No failure on the part of Collateral  Agent to exercise,  and no
delay in exercising, any right hereunder or under any other Transaction Document
shall operate as a waiver thereof,  nor shall any single or partial  exercise of
any right  hereunder  or under any  Transaction  Document  preclude any other or
further  exercise  thereof or the  exercise of any other  right.  The rights and
remedies of the Collateral Agent and the Noteholders  provided herein and in the
other  Transaction  Documents  are  cumulative  and are in addition  to, and not
exclusive  of,  any  rights  or  remedies  provided  by law.  The  rights of the
Collateral Agent and the Noteholders under any Transaction  Document against any
party thereto are not conditional or contingent on any attempt by the Collateral
Agent or any  Noteholder  to exercise any of their  respective  rights under any
other Transaction Document against such party or against any other Person.

            (d)  Any   provision  of  this   Guaranty   that  is  prohibited  or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability  without  invalidating the
remaining  portions hereof or affecting the validity or  enforceability  of such
provision in any other jurisdiction.

            (e) This  Guaranty  shall (i) be binding on each  Guarantor  and its
respective  successors and assigns, and (ii) inure, together with all rights and
remedies of the  Collateral  Agent  hereunder,  to the benefit of the Collateral
Agent, the Noteholders and their respective successors, transferees and assigns.
Without  limiting the  generality  of clause (ii) of the  immediately  preceding
sentence,  the  Collateral  Agent and any  Noteholder  may  assign or  otherwise
transfer its rights and obligations under the Securities  Purchase Agreement and
such assignee shall thereupon  become vested with all of the benefits in respect
thereof  granted to the  Collateral  Agent or  Noteholder  (and the  obligations
related thereto), as the case may be, herein or otherwise. Each Guarantor agrees
that each  participant  shall be  entitled  to the  benefits  of Section 12 with
respect  to  its  participation  in any  portion  of  the  Notes  as if it was a
Noteholder.


                                      -9-
<PAGE>

None of the rights or obligations of any Guarantor  hereunder may be assigned or
otherwise transferred without the prior written consent of each Noteholder.

            (f)  This  Guaranty   reflects  the  entire   understanding  of  the
transaction  contemplated  hereby and shall not be  contradicted or qualified by
any other agreement, oral or written, entered into before the date hereof.

            (g)  Section   headings  herein  are  included  for  convenience  of
reference  only and shall not  constitute a part of this Agreement for any other
purpose.

            SECTION 14. This Guaranty and each of the provisions hereof shall be
subject to the Intercreditor Agreement.

            SECTION 15. This  Guaranty  shall be  governed by and  construed  in
accordance  with the law of the State of New York  applicable to contracts  made
and to be performed therein without regard to conflict of law principles.


                                      -10-
<PAGE>

            IN WITNESS  WHEREOF,  each  Guarantor has caused this Guaranty to be
executed by its respective duly authorized  officer,  as of the date first above
written.

                                          MARITIME LOGISTICS US HOLDINGS INC.

                                          By:___________________________________
                                             Name:
                                             Title:
                                             Address:

                                             Jurisdiction:


                                          SUMMIT LOGISTICS INTERNATIONAL INC

                                          By:___________________________________
                                             Name:
                                             Title:
                                             Address:

                                             Jurisdiction:


                                          SEAMASTER LOGISTICS INC.

                                          By:___________________________________
                                             Name:
                                             Title:
                                             Address:

                                             Jurisdiction:

                          [Signature Page to Guaranty]

<PAGE>

                                          AMERUSSIA SHIPPING COMPANY INC.

                                          By:___________________________________
                                             Name:
                                             Title:
                                             Address:

                                             Jurisdiction:


                                          FMI INTERNATIONAL LLC

                                          By:___________________________________
                                             Name:
                                             Title:


                                          FASHION MARKETING, INC.

                                          By:___________________________________
                                             Name:
                                             Title:
                                             Address:

                                             Jurisdiction:


                                          FMI INTERNATIONAL CORP. (WEST)

                                          By:___________________________________
                                             Name:
                                             Title:
                                             Address:

                                             Jurisdiction:


                                          FMI INTERNATIONAL CORP.

                                          By:___________________________________
                                             Name:
                                             Title:

                          [Signature Page to Guaranty]

<PAGE>

                                          FREIGHT MANAGEMENT LLC

                                          By:___________________________________
                                             Name:
                                             Title:
                                             Address:

                                             Jurisdiction:


                                          FMI TRUCKING, INC.

                                          By:___________________________________
                                             Name:
                                             Title:
                                             Address:

                                             Jurisdiction:


                                          FMI EXPRESS CORP.

                                          By:___________________________________
                                             Name:
                                             Title:
                                             Address:

                                             Jurisdiction:


                                          CLARE FREIGHT, LOS ANGELES, INC.

                                          By:___________________________________
                                             Name:
                                             Title:
                                             Address:

                                             Jurisdiction:

                          [Signature Page to Guaranty]

<PAGE>

                                          TUG NEW YORK, INC.

                                          By:___________________________________
                                             Name:
                                             Title:
                                             Address:

                                             Jurisdiction:

                                          TUG USA, INC. (formerly known as
                                          Dolphin US Logistics Inc)

                                          By:___________________________________
                                             Name:
                                             Title:
                                             Address:

                                             Jurisdiction:


                                          AMR INVESTMENTS INC

                                          By:___________________________________
                                             Name:
                                             Title:
                                             Address:

                                             Jurisdiction:


                                          FMI HOLDCO I, LLC

                                          By:___________________________________
                                             Name:
                                             Title:
                                             Address:

                                             Jurisdiction:

                          [Signature Page to Guaranty]