Exhibit 4.1

                                 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 6(D) HEREOF.

                             AEROBIC CREATIONS, INC.

                        WARRANT TO PURCHASE COMMON STOCK

Warrant No.: WB-___
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
15.  This  Warrant is one of the  Warrants to  purchase  Common  Stock (the "SPA
WARRANTS")  issued  pursuant to Section 1 of that  certain  Securities  Purchase
Agreement (Notes and Warrants),  dated as of November 8, 2006 (the "SUBSCRIPTION
DATE"), by and among Maritime  Logistics US Holdings Inc., the Company (pursuant
to that certain  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)). 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, 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 or the Holder is not  eligible to
receive  shares  through DTC,  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,  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  reasonable  assurances  that the transfer may be
effected  pursuant  to Rule 144 or Rule 144A)  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 (in respect of any
transfers  made by such Holder  after the  receipt of the first  notice from the
Company  provided for in clause (A) of this sentence but 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


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<PAGE>

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  (the  "WARRANT
DELIVERY DATE") and at its own expense,  issue a new Warrant (in accordance with
Section 6(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  $11.00,  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 (x) 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 to
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 or (y) issue and  deliver to the Holder by the Warrant  Delivery  Date a
new  Warrant  for the number of shares of Common  Stock to which such  Holder is
entitled  pursuant to Section 2(a)  hereof,  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 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.


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<PAGE>

            (d) CASHLESS EXERCISE.  Notwithstanding anything contained herein to
the contrary, if a Registration Statement or Demand Registration Statement (each
as defined in the Registration  Rights  Agreement) for the resale of the Warrant
Shares that are the subject of the  Exercise  Notice (the  "UNAVAILABLE  WARRANT
SHARES") (i) has not become  effective by the 150th day after the Issuance Date,
or (ii)  is not  available  due to a  Maintenance  Failure  (as  defined  in the
Registration   Rights   Agreement)  that  has  continued  for  more  than  three
consecutive Trading Days, then, until the date that a Registration  Statement or
Demand  Registration  Statement is available for the resale of such  Unavailable
Warrant Shares, 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 in respect of the  Unavailable  Warrant  Shares,  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  Trading  Day   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 12.

            (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 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


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<PAGE>

            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  notes  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 written  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 Notes and the 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 conversion or exercise,  as applicable,  of the SPA Notes
            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 conversion or exercise
            or otherwise, as applicable, of SPA Notes or SPA Warrants, shares of
            Common


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            Stock in an amount greater than the difference of (A) 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  Warrants  and  the
            conversion  or all such  Buyer's  SPA Notes and the  denominator  of
            which is the total  number of shares of Common Stock  issuable  upon
            the exercise of all the SPA Warrants and  conversion  of all the SPA
            Notes minus (B)(ii) the aggregate  number of (x)  Conversion  Shares
            that  have  been  issued  to such  Holder  prior to such  time  upon
            conversion  of any SPA Notes and (y)  Warrant  Shares that have been
            issued to such  Holder  prior to such time upon  exercise of any 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 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  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 Warrants on a pro
            rata basis in proportion to the aggregate  number of Warrant  Shares
            and Conversion Shares issuable upon exercise of the SPA Warrants and
            conversion  of the SPA  Notes  (at the  then  prevailing  conversion
            price), if any, then held by each such holder, without regard to any
            limitations on conversion or excercise.

      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  Excluded  Securities  or shares of 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,  (x) in the event of a Dilutive  Issuance  on or prior to the
first  anniversary  of the Issuance  Date,  the Exercise  Price in effect at the
opening of business on the day next  following  such Dilutive  Issuance shall be
adjusted  to equal the New  Issuance  Price,  and (y) in the event of a Dilutive
Issuance  anytime  following the first  anniversary  of the Issuance  Date,  the
Exercise  Price in effect at the opening of  business on the day next  following
such Dilutive Issuance 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


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<PAGE>

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.  In
determining  whether  any  shares of Common  Stock are  issued or  issuable,  or
Convertible  Securities  or  Options  entitle  the  Holders of SPA  Warrants  to
subscribe  for or  purchase  shares of Common  Stock at less than such  Exercise
Price,  there  shall be taken into  account  any  consideration  received by the
Company  upon  issuance  of any  such  securities,  the  conversion  of any such
Convertible  Securities  and upon  exercise  of such  Options  the value of such
consideration,  if other than cash,  to be determined in good faith by the board
of directors of the Company (the "BOARD OF  DIRECTORS") in the exercise of their
fiduciary duty. 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.

            (b) ADJUSTMENT  UPON  SUBDIVISION OR COMBINATION OF COMMON STOCK. If
and whenever on or after the Subscription  Date, the Company (A) pays a dividend
or makes a distribution payable in shares of Common Stock on any class of shares
of capital stock of the Company, (B) subdivides its outstanding shares of Common
Stock into a greater number of shares,  (C) combines its  outstanding  shares of
Common Stock into a smaller  number of shares (other than the Reverse  Split) or
(D)  issues any shares of  capital  stock by  reclassification  of its shares of
Common Stock,  then, and in each such case, (X) the aggregate  number of Warrant
Shares for which this  Warrant  is  exercisable  (the  "WARRANT  SHARE  NUMBER")
immediately  prior to such event  shall be adjusted  (and any other  appropriate
actions  shall be taken by the  Company)  so that the  Warrant  Holder  shall be
entitled to receive upon exercise of this Warrant the number of shares of Common
Stock or other  securities of the Company that it would have owned or would have
been entitled to receive upon or by reason of any of the events described above,
had this Warrant been  exercised  immediately  prior to the  occurrence  of such
event and (Y) the Exercise Price payable upon the exercise of this Warrant shall
be  adjusted  by  multiplying  such  Exercise  Price  immediately  prior to such
adjustment by a fraction,  the numerator of which shall be the number of Warrant
Shares  issuable  upon the  exercise of this Warrant  immediately  prior to such
adjustment,  and the  denominator of which shall be the number of Warrant Shares
issuable immediately  thereafter.  An adjustment made pursuant to this Section 2
shall become effective  immediately upon the opening of business on the day next
following  the record  date  (subject  to Section  2(e)  below) in the case of a
dividend or distribution and shall become effective immediately upon the opening
of  business  on the day  next  following  the  effective  date in the case of a
subdivision, combination or reclassification.

            (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  other than
Excluded  Securities),  then the 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


                                     - 7 -
<PAGE>

increase  the  Exercise  Price or  decrease  the  number  of  Warrant  Shares as
otherwise determined pursuant to this Section 2.

            (d) 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 (i)
file with the Transfer Agent an officer's certificate setting forth the adjusted
Exercise Price after such  adjustment and setting forth a brief statement of the
facts requiring such adjustment,  which certificate shall be conclusive evidence
of the correctness of such adjustment  absent manifest error, (ii) make a public
announcement of such adjustment or readjustment and (iii) give notice thereof to
the holder hereof,  which notice shall state the adjusted  Exercise  Price,  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 and the effective
date of such adjustment.

            (e) No  adjustment  in the Exercise  Price shall be required  unless
such  adjustment  would require a cumulative  decrease of at least $0.01 in such
price; PROVIDED,  HOWEVER, that any adjustments that by reason of this Section 2
are not  required to be made shall be carried  forward and taken into account in
any subsequent  adjustment until made. All calculations  under this Section 2(e)
shall be made to the nearest cent (with $0.005 being  rounded  upward) or to the
nearest one-tenth of a share (with 0.05 of a share being rounded upward), as the
case may be.

            (f) In any case in which Section 2 provides that an adjustment shall
become  effective on the day next  following  the record date for an event,  the
Company may without  penalty defer until the occurrence of such event issuing to
the Holders of any SPA Warrants  exercised after such record date and before the
occurrence  of such event the  additional  shares of Common Stock  issuable upon
such exercise by reason of the adjustment  required by such event over and above
the shares of Common Stock issuable upon such conversion before giving effect to
such adjustment.

            (g) If any action or  transaction  would  require  adjustment of the
Exercise  Price pursuant to more than one subsection of this Section 2, only one
adjustment  shall be made, and such adjustment shall be the amount of adjustment
that has the highest absolute value.

      3. 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


                                     - 8 -
<PAGE>

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
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.

      4. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY.

            (a) 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 effectiveness of the Reverse Split, so long as any of the
SPA  Warrants  are  outstanding,  take all action  necessary to reserve and keep


                                     - 9 -
<PAGE>

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).

            (b) This Warrant is, and any SPA Warrants issued in substitution for
or  replacement  of this Warrant  will upon  issuance  be, duly  authorized  and
validly issued.

            (c) All Warrant  Shares that may be issued upon the  exercise of the
rights represented by this Warrant will, upon issuance, be validly issued, fully
paid and  nonassessable  and free from all taxes and Liens  with  respect to the
issuance thereof.

            (d) So long as any of the SPA Warrants are outstanding,  the Company
will,  and  will  cause  each of its  Subsidiaries  to  maintain  its  corporate
existence.

            (e) INSUFFICIENT AUTHORIZED SHARES. From and after the effectiveness
of the Reverse Split,  until the date the rights represented by this Warrant may
no longer be  exercised,  the  Company  will at all times  have  authorized  and
reserved at least 130% of the number of shares of Common Stock needed to provide
for the exercise of the rights then  represented by this Warrant (without regard
to any limitations on exercises) (the "REQUIRED  RESERVE  AMOUNT").  The initial
number of shares of Common Stock  reserved for exercises of the SPA Warrants and
each  increase  in the  number of shares of Common  Stock so  reserved  shall be
allocated pro rata among the Holders of the SPA Warrants  based on the number of
SPA  Warrants  then held by each  Holder of the SPA  Warrants or increase in the
number of reserved  shares of Common Stock, as the case may be. In the event any
Holder of the SPA Warrants shall sell or otherwise transfer any of such Holder's
SPA  Warrants,  each  transferee  shall be  allocated a pro rata  portion of the
number of shares of Common  Stock  reserved for such  transferor.  Any shares of
Common Stock  reserved  and  allocated to any Person that ceases to hold any SPA
Warrants  shall be allocated to the remaining  Holders of the SPA Warrants,  pro
rata based on the number of SPA Warrants  then held by such  Holders.  If at any
time after the  effectiveness of the Reverse Split and while any of the Warrants
remain  outstanding  the  Company  does  not have the  Required  Reserve  Amount
authorized and reserved (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 SPA  Warrants  then  outstanding.  Without
limiting the  generality of the foregoing  sentence,  promptly 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 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  Reserved  Amount for the  Warrants  then  outstanding,  including
obtaining the approval of its  stockholders as required by the applicable  rules
of the  Principal  Market.  In connection  with such actions,  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.

            (f)  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


                                     - 10 -
<PAGE>

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 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.

            (g) 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; 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  4(h)(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.

      5.  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
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 5, 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.

      6. REISSUANCE OF WARRANTS.

            (a) TRANSFER OF WARRANT.

                  (i) The  Company  shall  maintain at its  principal  executive
offices (or such other  office or agency of the Company as it may  designate  by
notice to the Holder),  a register for this Warrant,  in which the Company shall
record the name and  address of the person in whose name this  Warrant  has been
issued,  as well as the name and  address of each  transferee.  The  Company may
treat the person in whose name any Warrant is registered on the register as


                                     - 11 -
<PAGE>

the owner and Holder thereof for all purposes, notwithstanding any notice to the
contrary,  but in all events  recognizing  any transfers made in accordance with
the terms of this Warrant.

                  (ii) The  Holder  may  assign or  transfer  some or all of its
rights hereunder,  subject to compliance with the 1933 Act and the provisions of
Section 2 of the  Securities  Purchase  Agreement  without  the  consent  of the
Company, but shall promptly notify the Company of such assignment or transfer.

                  (iii) The Company is obligated to register the Warrant  Shares
for resale under the 1933 Act pursuant to the Registration Rights Agreement. The
shares of Common Stock  issuable upon exercise of this Warrant shall  constitute
Registrable  Securities  (as such term is  defined  in the  Registration  Rights
Agreement).  Each Holder of this  Warrant  shall be entitled to all the benefits
afforded to a Holder of any such  Registrable  Securities under the Registration
Rights Agreement and such Holder,  by its acceptance of this Warrant,  agrees to
be bound by and to  comply  with the terms and  conditions  of the  Registration
Rights  Agreement  applicable  to such  Holder as a Holder  of such  Registrable
Securities.

            (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 6(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  6(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) BOOK ENTRY.  Notwithstanding  anything to the contrary set forth
herein,  upon exercise of this Warrant in accordance with the terms hereof,  the
Holder shall not be required to physically surrender this Warrant to the Company
unless it is being  exercised for all of the Warrant  Shares  represented by the
Warrant.  The Holder and the Company  shall each  maintain  records  showing the
number of Warrant Shares exercised and issued and the dates of such exercises or
shall use such other method,  reasonably satisfactory to the other, so as not to
require physical surrender of this Warrant upon each such exercise. In the event
of any dispute or  discrepancy,  such  records of the Company  establishing  the
number of Warrant  Shares to which the Holder is entitled  shall be  controlling
and  determinative  in the absence of demonstrable  error.  Notwithstanding  the
foregoing,  if this  Warrant  is  exercised  as  aforesaid,  the  Holder may not
transfer this Warrant unless the holder first physically surrenders this Warrant
to the Company,  whereupon the Company will forthwith issue and deliver upon the
order of the Holder a new  Warrant of like tenor,  registered  as the Holder may
request,  representing  in the aggregate the remaining  number of Warrant Shares
represented by this Warrant. The Holder and


                                     - 12 -
<PAGE>

any assignee,  by acceptance  of this  Warrant,  acknowledge  and agree that, by
reason of the provisions of this paragraph,  following  exercises of any portion
of this Warrant, the number of Warrant Shares represented by this Warrant may be
less than the number stated on the face hereof.

      7.  NOTICES.  Any  notices,  consents,  waivers  or  other  communications
required or  permitted  to be given under the terms of this  Warrant  must be in
writing  and will be deemed  to have  been  delivered:  (i) upon  receipt,  when
delivered  personally;  (ii)  upon  receipt,  when sent by  facsimile  (provided
confirmation of transmission  is  mechanically or  electronically  generated and
kept on file by the sending party);  or (iii) one (1) Business Day after deposit
with a nationally  recognized  overnight delivery service, in each case properly
addressed to the party to receive the same. The addresses and facsimile  numbers
for such communications shall be:

            If to the Company:

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

            If to a Holder of this  Warrant,  to it at the address and facsimile
number set forth on the Schedule of Buyers to the Securities Purchase Agreement,
with copies to such  holder's  representatives  as set forth on such Schedule of
Buyers,  or, in the case of the holder or any other Person named above,  at such
other  address  and/or  facsimile  number  and/or to the attention of such other
person as the recipient party has specified by written notice to the other party
in  accordance  with this Section 7 at least five (5) Business Days prior to the
effectiveness of such change.  Written  confirmation of receipt (A) given by the
recipient  of  such  notice,  consent,   waiver  or  other  communication,   (B)
mechanically  or  electronically  generated  by the sender's  facsimile  machine
containing the time, date,  recipient facsimile number and an image of the first
page of such transmission or (C) provided by a nationally  recognized  overnight
delivery service shall be rebuttable  evidence of personal  service,  receipt by
facsimile or deposit with a nationally  recognized overnight delivery service in
accordance with clause (i), (ii) or (iii) above, respectively.

      8.  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.

      9.  GOVERNING  LAW.  This Warrant  shall be governed by and  construed and
enforced in accordance  with,  and all questions  concerning  the  construction,
validity,


                                     - 13 -
<PAGE>

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.

      10.  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.

      11.  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.

      12. 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 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,  promptly,  and in any event within two (2) Business Days submit
via  facsimile  (a) the  disputed  determination  of the  Exercise  Price  to an
independent,  reputable  investment bank agreed to by the Company and 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 five (5)  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.

      13. REMEDIES, OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF.

            (a) 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.


                                     - 14 -
<PAGE>

            (b) This Warrant and each of the provisions  hereof shall be subject
to the Intercreditor Agreement.

      14. NOTICE OF CERTAIN EVENTS.  The Company will give written notice to the
Holder of this  Warrant  at least ten (10)  Business  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 Common Stock, (B) with respect to any pro rata
subscription  offer to Holders of Common Stock or (C) for determining  rights to
vote in respect of any  Fundamental  Transaction,  dissolution  or  liquidation,
provided that such information  shall be made known to the public prior to or in
conjunction  with such notice being  provided to such Holder to the extent it is
material  non-public  information.  The Company will also give written notice to
the Holder of this Warrant at least ten (10)  Business Days prior to the date on
which any Fundamental  Transaction,  dissolution or liquidation will take place,
provided that such information  shall be made known to the public prior to or in
conjunction  with such notice being  provided to such Holder to the extent it is
material non-public information.

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

      (i) "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.

      (ii) "BLOOMBERG" means Bloomberg Financial Markets.

      (iii)  "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.

      (iv) "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


                                     - 15 -
<PAGE>

      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  12.  All such  determinations  to be  appropriately
      adjusted for any stock dividend,  stock split,  stock combination or other
      similar transaction during the applicable calculation period.

      (v) "COMMON  STOCK" means (i) the Company's  shares of Common  Stock,  par
      value $0.001 per share,  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.

      (vi)  "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
      Section  2(a) 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  conversion  of the  SPA  Notes  and  exercise  of the  SPA
      Warrants.

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

      (viii) "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.

      (ix) "EXCLUDED SECURITIES" has the meaning set forth in the SPA Notes.

      (x)  "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.

      (xi) "FUNDAMENTAL  TRANSACTION" means that the Company shall,  directly or
      indirectly,  in  one or  more  related  transactions  effected  after  the
      Issuance Date,  (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


                                     - 16 -
<PAGE>

      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.

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

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

      (xiv)  "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.

      (xv)  "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.

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

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

      (xviii)  "REQUIRED   HOLDERS"  means  the  holders  of  the  SPA  Warrants
      representing  at least a majority of shares of Common Stock  issuable upon
      exercise  of the SPA  Warrants  then  outstanding  (without  regard to any
      limitations on exercise thereof);  provided,  that any SPA Warrant that is
      held by an Affiliate of the Company shall not be deemed to be  outstanding
      for purposes of the determination of "Required Holders."

      (xix) "REVERSE  SPLIT" means that certain  reverse split in respect of the
      shares  Common  Stock of the  Company in which each  approximately  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.


                                     - 17 -
<PAGE>

      (xx) "SPA NOTES" means those certain Senior Secured  Convertible Notes due
      2011  issued  pursuant to the  Securities  Purchase  Agreement  (Notes and
      Warrants) dated as of November 8, 2006 among the Company (pursuant to that
      certain Joinder  Agreement),  MLI and the buyers listed on the Schedule of
      Buyers thereto.

      (xxi)  "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.

      (xxii)  "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).

      (xxiii)  "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 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).

                            [SIGNATURE PAGE FOLLOWS]


                                     - 18 -
<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 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 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.

            Issue to: __________________________________________________________

            Address: ___________________________________________________________

            Facsimile Number: __________________________________________________

            Authorization: _________________________

            By: ____________________________________

            Title: _________________________________

<PAGE>

            Dated: _________________________________

            DTC Participant Number and Name (if electronic book entry transfer):

            Account Number  (if electronic book entry transfer):


                                     - 2 -
<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:


                                     - 3 -