Exhibit 10.7

                             AEROBIC CREATIONS, INC.

                                JOINDER AGREEMENT

            This Joinder Agreement to the Securities  Purchase Agreement (Common
Stock and  Warrants)  ("JOINDER  AGREEMENT"),  dated as of October  31, 2006 (as
amended,   restated,   supplemented  and/or  modified  in  accordance  with  the
provisions thereof, the "SECURITIES PURCHASE AGREEMENT"),  by and among Maritime
Logistics US Holdings Inc. (the  "COMPANY") and the investors  identified on the
Schedule  of Buyers  attached  thereto  (the  "Buyers"),  is entered  into as of
November 8, 2006 by Aerobic Creations, Inc. ("SHELLCO"), a Delaware corporation.
It is the current  intention  of Aerobic  Creations,  Inc. to change its name to
Summit Global Logistics,  Inc.  Capitalized terms used but not otherwise defined
herein shall have the meanings set forth in the Securities Purchase Agreement.

            ShellCo hereby  represents,  warrants,  and certifies to, and agrees
with, the Buyers as follows:

      I.    Each of the representations and warranties set forth in Section 3 of
            the Securities Purchase Agreement,  mutatis mutandis, as of the date
            hereof,  are true and  correct as if each  reference  to the Company
            contained in such  representations and warranties was a reference to
            ShellCo  (unless  otherwise  expressly  provided  herein  or in  the
            disclosure   schedules  hereto).   Attached  hereto  are  disclosure
            schedules  providing  the  disclosures  required  by the  Securities
            Purchase Agreement in respect of ShellCo.

      II.   ShellCo hereby assumes all covenants and  obligations of the Company
            set forth in the Securities Purchase Agreement  (including,  without
            limitation,  all indemnification  obligations) as if each obligation
            of  the  Company  and  each  reference   thereto  contained  in  the
            Securities  Purchase  Agreement was an obligation of and a reference
            to ShellCo; provided that all obligations of the Company to use best
            efforts to cause  ShellCo to act or refrain  from  acting,  shall be
            read as the  obligation of ShellCo to act or refrain for acting,  as
            applicable.  Attached hereto are disclosure  schedules providing the
            disclosures required by the Securities Purchase Agreement in respect
            of ShellCo.

      III.  In addition,  ShellCo  represents and warrants to each of the Buyers
            that:

            A. AUTHORIZATION;  ENFORCEMENT;  VALIDITY. ShellCo has the requisite
power and authority to enter into and perform its obligations under this Joinder
Agreement and the Transaction  Documents to which it is a party and to issue the
Securities in accordance  with the terms thereof.  The execution and delivery of
the  Transaction  Documents  by ShellCo and the  consummation  by ShellCo of the
transactions contemplated hereby and thereby, including, without limitation, the
issuance of the shares of Common Stock and the Warrants, the reservation

<PAGE>

for issuance and the issuance of the Warrant  Shares  issuable  upon exercise of
the Warrants,  have been duly authorized by ShellCo's Board of Directors.  Other
than the  Current  Report on Form 8-K  required  to be filed  after  Closing  by
ShellCo pursuant to Section 4(h) of the Securities Purchase Agreement,  the Form
D filing  required to be made  following the Closing by ShellCo with the SEC and
the   registration   statement  and  related  state  filings   required  by  the
Registration Rights Agreement and the Schedule 14C relating to the Reverse Split
(as defined below), no further filing,  consent, or authorization is required by
ShellCo, its Board of Directors or its stockholders.  This Joinder Agreement and
the  Transaction  Documents to which  ShellCo is a party have been duly executed
and  delivered  by  ShellCo,   and  constitute  the  legal,  valid  and  binding
obligations of ShellCo,  enforceable  against  ShellCo in accordance  with their
respective  terms,  except as such  enforceability  may be  limited  by  general
principles  of  equity or  applicable  bankruptcy,  insolvency,  reorganization,
moratorium,  fraudulent conveyance,  liquidation or similar laws relating to, or
affecting  generally,  the  enforcement  of  applicable  creditors'  rights  and
remedies.

            B.  ISSUANCE  OF  SECURITIES.  The  issuance of the shares of Common
Stock and the Warrants are duly  authorized  and are free from all taxes,  liens
and  charges in  respect of the issue  thereof  other than  Permitted  Liens (as
defined in the Notes).  As of the  Closing,  a number of shares of Common  Stock
shall have been duly  authorized  and reserved for issuance which equals 130% of
the maximum number of shares Common Stock issuable upon exercise of the Warrants
contingent  only on the  consummation  of one for  11.226  reverse  stock  split
approved by the Board of Directors  and by a majority of the  stockholders  (the
"REVERSE  SPLIT").  Upon exercise in accordance  with the Warrants,  the Warrant
Shares will be validly issued,  fully paid and  nonassessable  and free from all
preemptive or similar rights,  taxes,  liens and charges in respect of the issue
thereof  other than  Permitted  Liens,  with the holders  being  entitled to all
rights  accorded  to a holder of Common  Stock.  Subject to the  accuracy of the
Buyers' representations and warranties in the Securities Purchase Agreement, the
offer and  issuance by ShellCo of the  Securities  is exempt  from  registration
under the 1933 Act.

            C. NO CONFLICTS.  The  execution,  delivery and  performance of this
Joinder  Agreement  and the  Transaction  Documents  to  which  it is a party by
ShellCo and the consummation by ShellCo of the transactions  contemplated hereby
and thereby (including, without limitation, the issuance of the shares of Common
Stock and the Warrants, and reservation for issuance and issuance of the Warrant
Shares) will not (i) result in a violation of any certificate of  incorporation,
certificate of formation,  any certificate of designations or other  constituent
documents  of ShellCo or any of its  Subsidiaries  (which for  purposes  of this
Joinder  Agreement shall mean all subsidiaries of ShellCo prior to giving effect
to the  Merger),  any  capital  stock of ShellCo or any of its  Subsidiaries  or
bylaws  of  ShellCo  or  any of its  Subsidiaries  or  (ii)  conflict  with,  or
constitute  a default  (or an event  which with  notice or lapse of time or both
would  become a default)  under,  or give to others  any rights of  termination,
amendment,   acceleration  or  cancellation  of,  any  agreement,  indenture  or
instrument  to which  ShellCo or any of its  Subsidiaries  is a party,  or (iii)
result in a violation of any law, rule,  regulation,  order,  judgment or decree
(including  federal and state  securities laws and regulations and the rules and
regulations  of the market or automated  quotation  system upon which the common
equity of ShellCo is listed or quoted) that are  applicable to ShellCo or any of
its  Subsidiaries  or by which any  property  or asset of  ShellCo or any of its
Subsidiaries is bound or affected, except in the case


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of clauses (ii) and (iii) of this Section C for such conflicts, defaults, rights
or violations which would not, individually or in the aggregate, have a Material
Adverse Effect.

            D.  CONSENTS.  ShellCo  is  not  required  to  obtain  any  consent,
authorization  or order of, or make any filing  (other  than the filing with the
SEC of one or more  Registration  Statements in accordance with the requirements
of the Registration  Rights Agreement,  a Current Report on Form 8-K, a Schedule
14C, as well as the Form D filing  required to be filed after Closing by ShellCo
with the SEC,  and filings  required by  applicable  state  securities  laws) or
registration  with,  any  court,   governmental  agency  or  any  regulatory  or
self-regulatory  agency or any other Person in order for it to execute,  deliver
or perform  any of its  obligations  under or  contemplated  by the  Transaction
Documents,  in each case in  accordance  with the terms  hereof or thereof.  All
consents,  authorizations,  orders,  filings and  registrations  that ShellCo is
required to obtain pursuant to the preceding  sentence prior to the Closing Date
have been obtained or effected on or prior to the Closing Date,  and ShellCo and
its Subsidiaries  are unaware of any facts or circumstances  which might prevent
ShellCo from  obtaining or effecting  any of the  registration,  application  or
filings pursuant to the preceding sentence.

            E. DILUTIVE EFFECT.  ShellCo  understands and acknowledges  that the
number of Warrant Shares issuable upon exercise of the Warrants will increase in
certain circumstances. ShellCo further acknowledges that its obligation to issue
the  Warrant  Shares  upon  exercise  of the  Warrants  in  accordance  with the
Securities  Purchase  Agreement  and the Warrants is absolute and  unconditional
regardless of the dilutive effect, which may be substantial,  that such issuance
may have on the ownership interests of other stockholders of ShellCo.

            F. APPLICATION OF TAKEOVER  PROTECTIONS;  RIGHTS AGREEMENT.  ShellCo
and its board of directors have taken all necessary  action, if any, in order to
render inapplicable any control share acquisition,  business combination, poison
pill  (including  any  distribution  under a rights  agreement) or other similar
anti-takeover provision under ShellCo's certificate of incorporation (as amended
and  restated  and  in  effect  on  the  date  hereof,   the   "CERTIFICATE   OF
INCORPORATION")  or the laws of the  jurisdiction  of its formation or otherwise
which is or could become applicable to any Buyer as a result of the transactions
contemplated  by  the  Securities   Purchase   Agreement,   including,   without
limitation,  ShellCo's  issuance of the Securities and any Buyer's  ownership of
the  Securities.  ShellCo has not adopted a  stockholder  rights plan or similar
arrangement relating to accumulations of beneficial ownership of Common Stock or
a change in control of ShellCo.  Certain stockholders of ShellCo, or persons who
upon  the  consummation  of the  transactions  contemplated  by the  Transaction
Agreements will become  stockholders  of ShellCo,  representing in the aggregate
approximately  37.3% of the common equity of ShellCo at the  consummation of the
transactions contemplated by the Transaction Documents (approximately 14.7% on a
fully-diluted  basis) have agreed,  among other things, to only vote to increase
the  authorized  number of  shares  of  ShellCo,  or amend  the  certificate  of
incorporation  of  ShellCo  or  by-laws  of  ShellCo,  if at  least  75% of such
stockholders  so vote and to vote for Robert Agresti,  Gregory DeSaye,  Terrance
MacAvery and Raymer McQuiston to a seven person board of directors.

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            G. SEC DOCUMENTS; FINANCIAL STATEMENTS. Since March 3, 2005, ShellCo
has filed all reports, schedules, forms, statements and other documents required
to be filed by it with the SEC  pursuant to the  reporting  requirements  of the
1934 Act (all of the  foregoing  filed prior to the date hereof and all exhibits
included  therein and  financial  statements,  notes and  schedules  thereto and
documents incorporated by reference therein being hereinafter referred to as the
"SEC  DOCUMENTS").  ShellCo  has  delivered  to the  Buyers or their  respective
representatives  true,  correct and  complete  copies of the SEC  Documents  not
available on the EDGAR system.  As of their respective  dates, the SEC Documents
complied in all material  respects with the requirements of the 1934 Act and the
rules and  regulations of the SEC promulgated  thereunder  applicable to the SEC
Documents,  and none of the SEC Documents,  at the time they were filed with the
SEC,  contained  any untrue  statement of a material  fact or omitted to state a
material  fact  required to be stated  therein or necessary in order to make the
statements  therein,  in the light of the  circumstances  under  which they were
made, not misleading.  As of their respective dates, the financial statements of
ShellCo  included  in the SEC  Documents  complied  as to  form in all  material
respects with  applicable  accounting  requirements  and the published rules and
regulations of the SEC with respect thereto. Such financial statements have been
prepared  in  accordance   with   generally   accepted   accounting   principles
consistently applied ("GAAP"), during the periods involved (except (i) as may be
otherwise  indicated in such financial  statements or the notes thereto, or (ii)
in the case of  unaudited  interim  statements,  to the extent  they may exclude
footnotes or may be condensed or summary  statements)  and fairly present in all
material respects the financial  position of ShellCo as of the dates thereof and
the  results  of its  operations  and cash  flows  for the  periods  then  ended
(subject,  in the  case  of  unaudited  statements,  to  normal  year-end  audit
adjustments).

            H. CONDUCT OF BUSINESS;  REGULATORY PERMITS. Neither ShellCo nor its
Subsidiaries  is in violation of any term of or in default under its certificate
of  incorporation  or bylaws or their  organizational  charter or certificate of
incorporation  or  bylaws,   respectively.   Neither  ShellCo  nor  any  of  its
Subsidiaries  is in violation of any  judgment,  decree or order or any statute,
ordinance, rule or regulation applicable to such entity, and neither ShellCo nor
any of its Subsidiaries will conduct its respective business in violation of any
of the foregoing,  except for such violations  and/or possible  violations which
would not,  individually  or in the aggregate,  reasonably be expected to have a
Material  Adverse  Effect.  ShellCo  and each of its  Subsidiaries  possess  all
certificates,  authorizations  and permits issued by the appropriate  regulatory
authorities necessary to conduct their respective  businesses,  except where the
failure to possess such certificates,  authorizations or permits would not have,
individually or in the aggregate, a Material Adverse Effect, and neither ShellCo
nor any  Subsidiary  has  received  any notice of  proceedings  relating  to the
revocation or  modification  of any such  certificate,  authorization  or permit
except  where such  proceedings,  revocation  or  modification  would not have a
Material Adverse Effect.

            I.  SARBANES-OXLEY  ACT.  ShellCo is in compliance  with any and all
applicable  requirements of the Sarbanes-Oxley Act of 2002 that are effective as
of the date hereof, and any and all applicable rules and regulations promulgated
by the SEC  thereunder  that are  effective as of the date hereof,  except where
such noncompliance would not have,  individually or in the aggregate, a Material
Adverse Effect.


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<PAGE>

            J.  EQUITY  CAPITALIZATION.  As of the  date  hereof  and  prior  to
issuance of the Securities and the closing of the Convertible Note Offering, the
Acquisitions,  the issuance of securities to Rodman & Renshaw, LLC, the issuance
of 62,500  shares of Common Stock (such number of shares  presented as if giving
effect to the Reverse Stock Split)  issuable to certain former  stockholders  of
Shellco in connection with the Merger (the "TRIGGER Shares") and prior to giving
effect to the Reverse Split, but, after the Merger:  (i) the authorized  capital
stock of ShellCo consists of (a) 99,000,000  shares of Common Stock,  $0.001 par
value per  share,  of which  18,349,156  are  issued  and  outstanding,  and (b)
1,000,000 shares of preferred stock,  $0.001 par value per share,  none of which
is issued and  outstanding  or reserved for  issuance;  (ii) there are no shares
reserved for issuance pursuant to any stock option and purchase plans other than
an  Approved  Stock Plan and no shares are  reserved  for  issuance  pursuant to
securities  (other than the shares of Common Stock and the  Warrants,  the Notes
and Warrants  issued pursuant to the  Convertible  Notes Offering,  the Warrants
issued  to  Rodman &  Renshaw,  LLC in  connection  with the  Convertible  Notes
Offering,  the Common PIPE  Offering  and the  Trigger  Shares)  exercisable  or
exchangeable for, or convertible into, shares of Common Stock;  (iii) all of the
outstanding  shares have been, or upon issuance will be,  validly issued and are
fully paid and  nonassessable;  (iv)  except as set forth on SCHEDULE J, none of
ShellCo's  share  capital is subject to  preemptive  rights or any other similar
rights or any liens or encumbrances suffered or permitted by ShellCo; (v) except
as set forth on SCHEDULE J and other than the Trigger  Shares and securities and
derivatives  issued pursuant to an Approved Stock Plan, there are no outstanding
options,  warrants,  scrip,  rights to subscribe to, calls or commitments of any
character  whatsoever  relating to, or securities or rights convertible into, or
exercisable  or  exchangeable  for,  any share  capital of ShellCo or any of its
Subsidiaries, or contracts, commitments, understandings or arrangements by which
ShellCo or any of its  Subsidiaries  is or may become bound to issue  additional
share capital of ShellCo or any of its Subsidiaries or options, warrants, scrip,
rights  to  subscribe  to,  calls or  commitments  of any  character  whatsoever
relating  to, or  securities  or rights  convertible  into,  or  exercisable  or
exchangeable for, any share capital of ShellCo or any of its Subsidiaries;  (vi)
there are no outstanding  debt  securities,  notes,  credit  agreements,  credit
facilities or other agreements, documents or instruments evidencing Indebtedness
of  ShellCo  or  any of  its  Subsidiaries  or by  which  ShellCo  or any of its
Subsidiaries  is or may become  bound  (other than  Permitted  Indebtedness  (as
defined  in the  Notes));  (vii)  there  are no  financing  statements  securing
obligations in any material amounts, either singly or in the aggregate, filed in
connection  with ShellCo other than in connection with the Permitted Liens or as
set forth on SCHEDULE J; (viii) there are no  agreements or  arrangements  under
which  ShellCo or any of its  Subsidiaries  is obligated to register the sale of
any of their  securities under the 1933 Act (except pursuant to the Registration
Rights Agreement and the Convertible Notes  Registration  Rights Agreement,  and
registration rights the Company has agreed to provide to Rodman & Renshaw,  LLC,
the Existing Shareholders, certain members of management and the current holders
of  ShellCo  Common  Stock);  (ix)  there  are  no  outstanding   securities  or
instruments of ShellCo or any of its Subsidiaries that contain any redemption or
similar provisions, and there are no contracts,  commitments,  understandings or
arrangements by which ShellCo or any of its  Subsidiaries is or may become bound
to redeem a security  of ShellCo  or any of its  Subsidiaries;  (x) there are no
securities or instruments  containing  anti-dilution or similar  provisions that
will be triggered by the issuance of the Securities;  (xi) ShellCo does not have
any stock  appreciation  rights or "phantom  stock" plans or  agreements  or any
similar  plan or  agreement;  and (xii)  ShellCo  and its  Subsidiaries  have no
liabilities or obligations required to be disclosed in the SEC


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<PAGE>

Documents but not so disclosed in the SEC  Documents,  other than those incurred
in the ordinary course of ShellCo's or its Subsidiaries'  respective  businesses
and which, individually or in the aggregate, do not or would not have a Material
Adverse Effect.  ShellCo has furnished to the Buyers true,  correct and complete
copies of ShellCo's  Certificate  of  Incorporation,  and ShellCo's  Bylaws,  as
amended  and as in  effect  on the  date  hereof  (the  "BYLAWS").  Prior to the
issuance of the Securities and the Convertible Note  Securities,  ShellCo has no
securities  convertible  into, or exercisable  or  exchangeable  for,  shares of
Common Stock.

            K. POST CLOSING  CAPITALIZATION.  After giving effect to the Merger,
the Acquisitions,  the issuance of the Notes and Warrants as contemplated by the
Convertible  Note Securities  Purchase  Agreement and shares of Common Stock and
Warrant pursuant to the Securities  Purchase  Agreement,  the authorized capital
stock of ShellCo (a)  99,000,000  shares of Common  Stock,  $0.001 par value per
share,  of which  7,555,759  shall be issued and  outstanding  and (b) 1,000,000
shares of preferred stock,  $0.001 par value per share,  none of which is issued
or  outstanding  or reserved for  issuance.  Any and all equity  securities  and
derivative  securities  convertible  or  exercisable  into equity  securities of
ShellCo and outstanding prior to the Closing, shall have been, concurrently with
the Closing, cancelled or terminated,  except for ShellCo's obligations to issue
the Trigger Shares which will be issued at Closing.

            L.  ABSENCE OF  LITIGATION.  There is no action,  suit,  proceeding,
inquiry or investigation  that,  individually or in the aggregate,  would have a
Material  Adverse  Effect  before or by, any  court,  public  board,  government
agency,  self-regulatory  organization  or body pending or, to the  knowledge of
ShellCo,  threatened  against or affecting the ShellCo,  any Subsidiary,  any of
their respective officers or directors, or the Common Stock.

            M.  MANIPULATION OF PRICE.  ShellCo has not, and to its knowledge no
one acting on its behalf  has,  (i) taken,  directly or  indirectly,  any action
designed to cause or to result in the stabilization or manipulation of the price
of any  security  of  ShellCo  to  facilitate  the sale or  resale of any of the
Securities,  (ii)  sold,  bid  for,  purchased,  or paid  any  compensation  for
soliciting  purchases of, any of the Securities,  or (iii) paid or agreed to pay
to any person any  compensation  for  soliciting  another to purchase  any other
securities of ShellCo other than the engagement of Rodman & Renshaw,  LLC by the
Company  as agent in  connection  with the  Convertible  Note  Offering  and the
offering  pursuant  which the Securities are being sold and the execution of the
Lock-up Agreement relating to the Management Restricted Stock.

            N. DISCLOSURE. ShellCo confirms that neither it nor any other Person
acting on its behalf has  provided  any of the Buyers or their agents or counsel
with any  information  that  constitutes  or could  reasonably  be  expected  to
constitute material, nonpublic information that will not be disclosed on the 8-K
Filing (as defined  below).  ShellCo  understands  and confirms that each of the
Buyers will rely on the foregoing  representations in effecting  transactions in
securities of ShellCo.  Each of this Joinder Agreement  (including the Schedules
hereto),  the Securities  Purchase Agreement  (including the Schedules thereto),
the other Transaction  Documents and that certain Private  Placement  Memorandum
dated October 23, 2006 (including the various attachments thereto) and furnished
by or on behalf  of the  Company  regarding  the  Company,  the  Targets,  their
respective businesses and the transactions contemplated hereby is

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<PAGE>

true and  correct  in all  material  respects  and does not  contain  any untrue
statement  of a material  fact or omit to state any material  fact  necessary in
order to make the  statements  made therein,  in the light of the  circumstances
under which it was made,  not  misleading.  Each press release issued by ShellCo
during the 12 months preceding the date of this Joinder Agreement did not at the
time of release contain any untrue statement of a material fact or omit to state
a material fact required to be stated  therein or necessary in order to make the
statements therein, in the light of the circumstances under which they are made,
not misleading.  No event or circumstance has occurred or information  exists in
respect of  ShellCo  or any of its  Subsidiaries  (other  than the  Subsidiaries
organized outside the United States of America, any of the States thereof or the
District of Columbia (collectively, the "FOREIGN SUBSIDIARIES")) or its or their
business, properties, operations or financial condition, which, under applicable
law, rule or regulation,  requires public  disclosure or announcement by ShellCo
but which has not been so publicly  announced or disclosed.  To the knowledge of
ShellCo,  no event or circumstance has occurred or information exists in respect
of any of the Foreign  Subsidiaries or its business,  properties,  operations or
financial condition,  which, under applicable law, rule or regulation,  requires
public disclosure or announcement by such Person or its parent company but which
has not been so publicly announced or disclosed.

      IV.   In addition, ShellCo covenants to each of the Buyers that:

            A. FORM D AND BLUE SKY.  ShellCo  shall  file a Form D in respect of
the Securities as required  under  Regulation D and to provide a copy thereof to
each Buyer promptly after such filing.  ShellCo shall have taken such action, on
or before the  Closing  Date  (should the  Company  have not already  taken such
action),  as ShellCo shall reasonably  determine is necessary in order to obtain
an  exemption  for or to qualify  the  Securities  for sale to the Buyers at the
Closing pursuant to this Joinder Agreement under applicable  securities or "Blue
Sky" laws of the states of the United  States  (or to obtain an  exemption  from
such  qualification),  and shall provide evidence of any such action so taken to
the Buyers on or prior to the Closing  Date.  ShellCo shall make all filings and
reports  relating  to the  offer  and  sale  of the  Securities  required  under
applicable  securities  or "Blue Sky" laws of the  states of the  United  States
following the Closing Date.

            B. USE OF PROCEEDS.  ShellCo will use the proceeds  from the sale of
the Securities solely as permitted by the Securities Purchase Agreement.

            C. FINANCIAL  INFORMATION.  ShellCo shall send the following to each
Investor during the Reporting Period (i) unless the following are filed with the
SEC through  EDGAR and are  available  to the public  through the EDGAR  system,
within three (3) Business Days after the filing  thereof with the SEC, a copy of
its Annual Reports on Form 10-K or 10-KSB, its Quarterly Reports on Form 10-Q or
10-QSB or any other any  interim  reports or any  consolidated  balance  sheets,
income statements,  stockholders'  equity statements and/or cash flow statements
for any  period  other  than  annual,  any  Current  Reports on Form 8-K and any
registration statements (other than on Form S-8) or amendments filed pursuant to
the 1933 Act, (ii) two (2) Business Days after the release  thereof (unless such
press release is available on PR Newswire or Business Wire), facsimile copies of
all press releases  issued by ShellCo,  the Company or any of its  Subsidiaries,
and (iii) copies of any notices and other information made available or given to
the


                                     - 7 -
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stockholders  of ShellCo or the Company  generally,  contemporaneously  with the
making available or giving thereof to the stockholders.

            D. DISCLOSURE OF TRANSACTIONS AND OTHER MATERIAL INFORMATION.  On or
before 8:30 a.m. New York time on the first  Business Day  following the Closing
Date,  ShellCo shall file a press release  describing  the material terms of the
transactions contemplated by the Transaction Documents. ShellCo shall file, as a
"small  business  issuer" (as defined in Item 10(a) of  Regulation  SB under the
1934 Act), if  applicable,  a Current Report on Form 8-K describing the terms of
the  transactions  contemplated by the Transaction  Documents in the form, on or
prior to the date,  and as,  required by the 1934 Act and attaching the material
Transaction  Documents (including,  without limitation,  the Securities Purchase
Agreement (and all schedules thereto), this Joinder Agreement (and all schedules
hereto),  the form of the Notes, the form of Warrants,  the Registration  Rights
Agreement  and the Security  Documents) as exhibits to such filing if and to the
extent required by the 1934 Act (including all  attachments,  the "8-K FILING").
From and after the filing of the 8-K Filing  with the SEC,  no Buyer shall be in
possession of any  material,  nonpublic  information  received from the Company,
ShellCo, any of its Subsidiaries or any of their respective officers, directors,
employees or agents, that is not disclosed in an 8-K Filing. ShellCo and each of
its Subsidiaries and their respective officers, directors, employees and agents,
shall not provide any Buyer with any material,  nonpublic  information regarding
the Company,  ShellCo or any of their  Subsidiaries from and after the filing of
the 8-K Filing  without the express  written  consent of such Buyer.  If a Buyer
has, or believes  it has,  received  any such  material,  nonpublic  information
regarding  ShellCo,  the Company or any of the  Subsidiaries,  it shall  provide
ShellCo with written notice thereof. ShellCo shall, within five (5) Trading Days
(as defined in the Notes) of receipt of such notice,  make public  disclosure of
such material,  nonpublic information. In the event of a breach of the foregoing
covenant  by  ShellCo,  any of its  Subsidiaries,  or  any of  their  respective
officers,  directors,  employees  and agents,  in  addition to any other  remedy
provided herein or in the Transaction Documents, a Buyer shall have the right to
make a public disclosure,  in the form of a press release,  public advertisement
or otherwise, of such material, nonpublic information without the prior approval
by ShellCo, its Subsidiaries,  or any of their respective  officers,  directors,
employees  or  agents.  No  Buyer  shall  have any  liability  to  ShellCo,  its
Subsidiaries,  or  any  of  their  respective  officers,  directors,  employees,
stockholders or agents for any such disclosure.  Subject to the foregoing,  none
of ShellCo,  the Company, any of their Subsidiaries or any Buyer shall issue any
press  releases or any other public  statements  in respect of the  transactions
contemplated hereby; PROVIDED,  HOWEVER, that ShellCo shall be entitled, without
the prior  approval  of any Buyer,  to make any press  release  or other  public
disclosure in respect of such  transactions  (i) in substantial  conformity with
the 8-K  Filing  and  contemporaneously  therewith  and (ii) as is  required  by
applicable law and regulations. Notwithstanding the foregoing, ShellCo shall not
publicly disclose the name of any Buyer, or include the name of any Buyer in any
filing with the SEC or any regulatory  agency or Principal  Market,  without the
prior written  consent of such Buyer,  except (i) for disclosure  thereof in the
8-K Filing or Registration Statement or (ii) as required by law, the regulations
of the stock exchange or automatic  quotation system upon which ShellCo's shares
of Common Stock are then traded or any order of any court or other  governmental
agency, in which case ShellCo shall provide such Buyer with prior notice of such
disclosure and the opportunity to review and comment on such disclosure.


                                     - 8 -
<PAGE>

            E.  VARIABLE  SECURITIES;  DILUTIVE  ISSUANCES.  For so  long as any
shares of Common Stock issued pursuant to the Securities  Purchase  Agreement or
Warrants remain outstanding, ShellCo shall not, in any manner, issue or sell any
rights,  warrants  or options  to  subscribe  for or  purchase  Common  Stock or
directly or indirectly  convertible  into or  exchangeable  or  exercisable  for
Common  Stock at a price which  varies or may vary with the market  price of the
Common Stock, including by way of one or more reset(s) to any fixed price unless
the  conversion,  exchange or exercise price of any such security cannot be less
than the then applicable  Exercise Price (as defined in the Warrants) in respect
of the Common  Stock into which any Warrant is  exercisable.  For as long as any
shares of Common Stock issued pursuant to the Securities  Purchase  Agreement or
Warrants  remain  outstanding,  ShellCo shall not, in any manner,  enter into or
affect any Dilutive  Issuance (as defined in the Warrants) if the effect of such
Dilutive  Issuance is to cause  ShellCo to be required to issue upon exercise of
any  Warrant  any shares of Common  Stock in excess of that  number of shares of
Common  Stock which  ShellCo may issue upon  exercise  of the  Warrants  without
breaching ShellCo's  obligations under the rules or regulations of the Principal
Market or the stock exchange or automated  quotation system upon which ShellCo's
shares of Common Stock are traded,  including,  without limitation,  any and all
discounted issuance rules, if applicable.

            F. CORPORATE  EXISTENCE.  So long as any Buyer beneficially owns any
Securities,  ShellCo  shall  not be party  to any  Fundamental  Transaction  (as
defined in the Warrants)  unless  ShellCo is in compliance  with the  applicable
provisions governing Fundamental Transactions set forth in the Warrants.

            G.  RESERVATION  OF  SHARES.  For as  long  as any  Buyer  owns  any
Warrants,  and contingent on the  effectiveness  of the Reverse  Split,  ShellCo
shall take all action  necessary to at all times have  authorized,  and reserved
for the purpose of  issuance,  no less than 130% of the sum of (i) the number of
shares of Common Stock  issuable  upon  exercise of the  Warrants  issued at the
Closing, (ii) the number of shares of Common Stock issuable upon exercise of the
Convertible Preferred Notes' Warrants,  and (iii) the number of shares of Common
Stock  issuable  upon  conversion  of  all of the  Convertible  Preferred  Notes
(without  taking into account any limitations on the exercise of the Warrants or
the Convertible  Preferred  Notes' Warrants or the conversion of the Convertible
Preferred Notes, respectively).

            H.  CONDUCT OF BUSINESS.  The  business of ShellCo,  the Company and
their  Subsidiaries shall not be conducted in violation of any law, ordinance or
regulation of any  governmental  entity,  except where such violations would not
result, either individually or in the aggregate, in a Material Adverse Effect.

            I.  HOLDING   PERIOD.   For  the  purposes  of  Rule  144,   ShellCo
acknowledges,  based on current  securities laws, that the holding period of the
Warrant  Shares may be tacked onto the holding  period of the  Warrants  (in the
case of Cashless  Exercise (as defined in the  Warrants)) and ShellCo agrees not
to take a position contrary to this Section I.

            J. NO ADDITIONAL REGISTERED SECURITIES.  From the Closing Date until
the date that is 90 Trading Days following the Effective Date (as defined in the
Registration  Rights  Agreement),  neither  ShellCo nor the Company  will file a
registration  statement  under  the 1933  Act,  or allow  any such  registration
statement to become effective, in respect of any securities


                                     - 9 -
<PAGE>

other than the Registration  Statement  contemplated by the Registration  Rights
Agreement and the  registration  rights  agreement in respect of the Common PIPE
Offering and a registration statement on Form S-8.

            K.  REPORTING  STATUS.  Until  the date on which the  Investors  (as
defined in the Registration Rights Agreement) shall have sold all the Conversion
Shares and  Warrant  Shares and none of the Notes or  Warrants  is  outstanding,
ShellCo shall use every reasonable effort timely file all reports required to be
filed with the SEC pursuant to the 1934 Act,  provided  that prior to the filing
of the  registration  statement  with the SEC as  required  by the  Registration
Rights Agreement, compliance with the current public information requirements of
Rule 144(c)  thereunder  shall be  sufficient.  ShellCo  shall not terminate its
status as an issuer  required to file  reports  under the 1934 Act,  even if the
1934 Act or the rules and regulations thereunder would permit such termination.

            L. OTC BULLETIN BOARD. ShellCo shall use best efforts to comply with
the rules of the Principal Market.

            M. NOTICES. Any notices,  consents,  waivers or other communications
required or permitted to be given under the terms of this Joinder Agreement must
be given and will be deemed to have been delivered in accordance  with the terms
of the Securities  Purchase  Agreement:  The addresses and facsimile  number for
such communications to the Transfer Agent shall be:

            Holladay Stock Transfer, Inc.
            2939 North 67th place
            Scottsdale, AZ 85251
            Telephone: (408) 481-3940
            Facsimile: (480) 481-3941
            Attention: Thomas C. Laucks

             [The remainder of the page is intentionally left blank]


                                     - 10 -
<PAGE>

            IN WITNESS  WHEREOF,  Aerobic  Creations,  Inc.  has  executed  this
Joinder Agreement on the date first written above.

                                        AEROBIC CREATIONS, INC.


                                        By:_____________________________________
                                           Name:
                                           President and Chief Executive Officer