Exhibit 10.8

                             AEROBIC CREATIONS, INC.
                                JOINDER AGREEMENT

            This Joinder Agreement to the Securities Purchase Agreement (Notes
and Warrants) ("JOINDER AGREEMENT"), dated as of November 8, 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:

      1.    Each of the representations and warranties set forth in Section 3
            (other than the first sentence of Section 3(o)) of the Securities
            Purchase Agreement, mutatis mutandis, are 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.

      2.    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.

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

            A. AUTHORIZATION; ENFORCEMENT; VALIDITY.

            1. ShellCo has the requisite corporate power and authority to enter
into and perform its obligations under (i) this Joinder Agreement and each of
the other Transaction Documents to which it is a party and (ii) the Acquisition
Documents and to consummate the transactions contemplated herein and therein,
including the issuance of the Securities in accordance with the terms hereof.
The execution and delivery of the Transaction Documents and the Acquisition
Documents (to which ShellCo is a party) by ShellCo and the consummation by
ShellCo of the transactions contemplated hereby and thereby, including the
issuance of $65,000,000 in principal amount of the Notes and the related
Warrants and the reservation for issuance and the issuance of the Conversion
Shares and Warrant Shares issuable upon conversion or exercise thereof, have
been duly authorized by the Board of Directors of ShellCo

<PAGE>

(the "BOARD OF DIRECTORS") and other than as set forth in subsection (2) of this
Section 3(A) or Section 3(D) hereof, no further filing, consent or authorization
is required by ShellCo, its stockholders or the Board of Directors. To the
extent that a Subsidiary (which for purposes of this Joinder Agreement shall
mean all subsidiaries of ShellCo prior to giving effect to the Merger) is a
party to or bound by a Transaction Document or an Acquisition Document, such
Subsidiary has the requisite power and authority to enter into and perform its
obligations under such Transaction Document or Acquisition Document and the
execution and delivery of such Transaction Document by such Subsidiary and the
consummation by such Subsidiary of the transactions contemplated thereby have
been duly authorized by the Board of Directors or equivalent body of such
Subsidiary and no further consent or authorization is required by such
Subsidiary, its equity holders or its board of directors or equivalent body.
This Joinder Agreement, the other Transaction Documents and the Acquisition
Documents to which ShellCo and, if applicable, its Subsidiaries is a party have
been duly executed and delivered by ShellCo and/or such Subsidiary, and
constitute the legal, valid and binding obligations of such parties enforceable
against such parties in accordance with their respective terms, except as such
enforceability may be limited by general principles of equity or applicable
bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer,
moratorium, liquidation or similar laws relating to, or affecting generally, the
enforcement of applicable creditors' rights and remedies. As of the Closing, the
Transaction Documents and Acquisition Documents dated after the date of this
Joinder Agreement and on or prior to the date of the Closing shall have been
duly executed and delivered by ShellCo and, if applicable, its Subsidiaries and
shall constitute the valid and binding obligations of such parties, enforceable
against such parties in accordance with their terms except as enforceability may
be limited by general principles of equity or applicable bankruptcy, insolvency,
reorganization, fraudulent conveyance or transfer, moratorium or similar laws
relating to, or affecting generally, the enforcement of creditors' rights and
remedies.

            2. Other than (i) the filing of appropriate UCC financing statements
with the appropriate states and other authorities pursuant to the Pledge
Agreement and the Security Agreement, (ii) the Perfection Requirements (as
defined in the Security Agreement) and (iii) 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, (iv) the Form D filing required to be made
following the Closing by ShellCo with the SEC, (v) the registration statement
and related state filings required by the Registration Rights Agreement, (vi)
filings required by applicable state securities laws; and (vii) the Schedule 14C
relating, among other matters, to the Reverse Split, no further filing, consent,
or authorization is required by ShellCo, its Board of Directors or its
stockholders.

            B. ISSUANCE OF SECURITIES. The issuance of the Notes and the
Warrants has been duly authorized and upon issuance such Notes shall be (i) free
from all taxes and Liens in respect of the issue thereof other than Permitted
Liens (as defined in the Notes) and (iii) entitled to the rights set forth in
the Notes. Upon the effectiveness of the Reverse Split, 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
conversion of the Notes and issuable upon exercise of the Warrants. Upon the
effectiveness of the Reverse Split and


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<PAGE>

thereafter, at least 10,754,545 shares of Common Stock (subject to adjustment
pursuant to the Company's covenant set forth in Section 4(l) of the Securities
Purchase Agreement) will be duly authorized and reserved for issuance upon
conversion of the Notes and upon exercise of the Warrants. Upon issuance or
conversion in accordance with the Notes or exercise in accordance with the
Warrants, as the case may be, the Conversion Shares and the Warrant Shares,
respectively, 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 if applicable its Subsidiaries, and the consummation by such
parties of the transactions contemplated hereby and thereby (including, without
limitation, the issuance of the Notes and the Warrants, the granting of a
security interest in the Collateral (as defined in the Security Documents) and
reservation for issuance and issuance of the Conversion Shares and 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, 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, or other remedy in
respect 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 Requirements of
Law, except in the case of clauses (ii) and (iii) of this Section 3(C) for such
conflicts, defaults, rights or violations which would not reasonably be expected
to , 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 (i) the filing of
appropriate UCC financing statements with the appropriate states and other
authorities pursuant to the Pledge Agreement and the Security Agreement, (ii)
the other Perfection Requirements (as defined in the Security Agreement), (iii)
the filing with the SEC of one or more Registration Statements in accordance
with the requirements of the Registration Rights Agreement, (iv) a Current
Report on Form 8-K and (v) a Schedule 14C) 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.

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<PAGE>

            E. DILUTIVE EFFECT. ShellCo understands and acknowledges that the
number of Conversion Shares issuable upon conversion of the Notes and the
Warrant Shares issuable upon exercise of the Warrants will increase in certain
circumstances. ShellCo further acknowledges that any obligation to issue
Conversion Shares upon conversion of the Notes in accordance with the Securities
Purchase Agreement and the Notes and its obligation to issue the Warrant Shares
upon exercise of the Warrants in accordance with the Securities Purchase
Agreement and the Warrants is, in each case, 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. Taking the
foregoing into account, the Board of Directors has determined in its good faith
business judgment that the issuance of the Notes and the Warrants and the
consummation of the other transactions contemplated hereby are in the best
interests of ShellCo and its stockholders.

            F. INVESTMENT COMPANY. ShellCo is not, and upon the Closing will not
be, an "investment company," a company controlled by an "investment company," or
an "affiliated person" of, or "promoter" or "principal underwriter" for, an
"investment company," as such terms are defined in the Investment Company Act of
1940, as amended.

            G. APPLICATION OF TAKEOVER PROTECTIONS; RIGHTS AGREEMENT. ShellCo
and the 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.

            H. SEC DOCUMENTS; FINANCIAL STATEMENTS.

            1. 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

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<PAGE>

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 ("GAAP")
consistently applied, 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 that are not material, individually or in the aggregate). All
written disclosure (other than written disclosure marked "draft", "subject to
completion" or words of similar meaning) provided to the Buyers regarding
ShellCo, the Company, the Targets, their respective businesses and the
transactions contemplated by the Securities Purchase Agreement (including the
Schedules thereto and to this Joinder, the other Transaction Documents and that
certain private placement memorandum dated October 23, 2006), furnished by or on
behalf of ShellCo is 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 they were made, not misleading.

            2. None of ShellCo or, to ShellCo's knowledge, any stockholder,
officer, director or of ShellCo has issued any press release or made any other
public statement or communication on behalf of ShellCo or otherwise relating to
ShellCo or any of its Subsidiaries that contains any untrue statement of a
material fact or omits any statement of material fact necessary in order to make
the statements therein, in the light of the circumstances under which they were
made, not misleading or has provided any other information to the Buyers,
including information referred to in Section 2(d) of the Securities Purchase
Agreement, that contains any untrue statement of a material fact or omits to
state any material fact necessary in order to make the statements therein, in
the light of the circumstances under which they were made, not misleading.
Except as set forth on SCHEDULE 3(N) of the Securities Purchase Agreement, which
will be filed with the Form 8-K to be filed by ShellCo pursuant to Section 4(h)
of the Securities Purchase Agreement, none of ShellCo or any of its officers,
directors, employees or agents has provided the Buyers with any material,
nonpublic information. Nothing has come to our attention which would indicate
(i) that the accounting firm of Dale Matheson Carr-Hilton LaBonte, which has
expressed its opinion in respect of the consolidated financial statements of
ShellCo for the fiscal year ended December 31, 2005 (the "AUDIT OPINION") is not
independent of ShellCo pursuant to the standards set forth in Rule 2-01 of
Regulation S-X promulgated by


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<PAGE>

the SEC,  and that such firm was not  otherwise  qualified  to render  the Audit
Opinion and complete  such review under  applicable  law, or (ii) since March 3,
2005, neither ShellCo nor, to the knowledge of ShellCo, any director, officer or
employee, of ShellCo, has received or otherwise had or obtained knowledge of any
material  complaint,  allegation,  assertion or claim,  whether written or oral,
regarding the accounting or auditing  practices,  procedures,  methodologies  or
methods of ShellCo or its internal accounting controls, including any complaint,
allegation,  assertion  or  claim  that  ShellCo  has  engaged  in  questionable
accounting or auditing practices.

            I. CONDUCT OF BUSINESS;  REGULATORY PERMITS. Neither ShellCo nor any
Subsidiary is in violation of any term of its certificate of  incorporation  (or
the  organizational  charter) or bylaws or operating  agreement,  as applicable.
Neither ShellCo nor any Subsidiary is in material violation of any term of or in
material  default  under (or with the  giving of notice or lapse of time or both
would be in violation of or default  under) any  material  contract,  agreement,
mortgage, indebtedness,  indenture, instrument, judgment, decree or order or any
statute,  rule or regulation  applicable to ShellCo or any of its  Subsidiaries.
The business of ShellCo and each  Subsidiary is not being  conducted,  and shall
not be conducted,  in violation in any material  respect of any  Requirements of
Law,  except for such  violation  and/or  possible  violations  which would not,
individually  or in the  aggregate,  reasonably  be  expected to have a Material
Adverse  Effect.   ShellCo  and  each  Subsidiary   possess  all   certificates,
authorizations, licenses and permits issued by the appropriate federal, state or
foreign regulatory  authorities necessary to conduct their respective businesses
as  presently  conducted  ("PERMITS")  except  where the failure to possess such
Permits would not reasonably be expected to have a Material Adverse Effect,  and
none of  ShellCo  or any  Subsidiary  has  received  any  notice of  proceedings
relating to the revocation or modification of any such Permit.  ShellCo and each
Subsidiary is, and at all times since its respective date of  organization,  has
been, in compliance  with all Permits and all  Requirements of Law applicable to
such  entity  or by which  any  property  or asset  of such  entity  is bound or
affected,  and has not  received  written  notice of any  violation  of any such
Requirements  of Law,  except  as would not  reasonably  be  expected  to have a
Material Adverse Effect.

            J.  SARBANES-OXLEY  ACT.  ShellCo and each of its Subsidiaries 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.  ShellCo and each of its Subsidiaries
maintains  a system  of  internal  accounting  controls  sufficient  to  provide
reasonable  assurance  that (i)  transactions  are executed in  accordance  with
management's general or specific authorizations,  (ii) transactions are recorded
as necessary to permit  preparation of financial  statements in conformity  with
GAAP and to maintain asset and liability accountability,  (iii) access to assets
or incurrence of liability is permitted  only in  accordance  with  management's
general or  specific  authorization  and (iv) the  recorded  accountability  for
assets and  liabilities is compared with the existing  assets and liabilities at
reasonable  intervals  and  appropriate  action  is  taken  in  respect  of  any
differences.

            K. TRANSACTIONS  WITH AFFILIATES.  Except as set forth in SCHEDULE K
hereto,  other than the issuance of restricted stock and the other  arrangements
disclosed on SCHEDULE K hereto, no Related Party of ShellCo or any Subsidiary or
any of their respective Affiliates is presently, or


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<PAGE>

has been  within  the past two  years,  a party to any  transaction  with any of
ShellCo or any Subsidiary (other than directly for ordinary course service as an
employee,  officer or  director),  including  any  contract,  agreement or other
arrangement  providing for the  furnishing  of services to or by,  providing for
rental of real or personal property to or from, or otherwise  requiring payments
to or from any such Related Party.  Except as set forth in SCHEDULE K hereto, no
Related Party of ShellCo or any of its Subsidiaries,  or any of their respective
Affiliates,  has any direct or indirect  ownership interest in any Person (other
than  ownership  of less than 1% of the  outstanding  common stock of a publicly
traded  corporation) in which ShellCo or any of its  Subsidiaries has any direct
or indirect  ownership interest or with which ShellCo or any of its Subsidiaries
competes.

            L.  EQUITY  CAPITALIZATION.  As of the  date  hereof  and  prior  to
issuance of the  Securities  and the closing of the Common  PIPE  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 (as defined in the Notes) and no shares are reserved for
issuance  pursuant to  securities  (other than the Notes and the  Warrants,  the
shares of Common Stock and Warrants  issued pursuant to the Common PIPE Offering
and 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 L, none of ShellCo's  share capital is subject to preemptive  rights or
any other  similar  rights or any Liens  suffered or permitted  by ShellCo;  (v)
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 L; (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,   the  Common  PIPE
Registration Rights Agreement and


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<PAGE>

registration rights the Company has agreed to provide to the Agent, the existing
shareholders  listed on  Schedule  2(b) to the  Registration  Rights  Agreement,
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  (other than the Notes and the Employment  Agreements);
(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  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 Common  PIPE  Securities,  ShellCo  has no
securities  convertible  into, or exercisable  or  exchangeable  for,  shares of
Common Stock.

            M. POST CLOSING  CAPITALIZATION.  After giving effect to the Merger,
the Share Purchase, the Acquisitions,  the issuance of the Notes and Warrants as
contemplated by the Securities Purchase Agreement and shares of Common Stock and
Warrant  pursuant to the Common PIPE Offering,  the authorized  capital stock of
ShellCo  consists (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.

            N.  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.

            O. RANKING OF NOTES. All payments due under the Notes (i) shall rank
(A) pari  passu  with all  other  Notes,  (B)  junior  to the  Permitted  Senior
Indebtedness  (as  defined  in  the  Notes),  (C)  senior  to  the  Subordinated
Indebtedness  (as  defined in the  Notes),  all  Indebtedness  not  constituting
Permitted  Indebtedness (as defined in the Notes) and all Permitted Indebtedness
expressly designated as ranking junior to the Notes, and (D) pari passu with all
other Permitted Indebtedness and (ii) shall be secured by a security interest in
substantially all of the assets of the ShellCo and its Subsidiaries,  other than
the Foreign  Subsidiaries and the escrowed funds referenced in subsection (x) of
the  definition of Permitted  Indebtedness  set forth in Section 28 of the Notes
(junior  only  to  the  security   interests   securing  the  Permitted   Senior
Indebtedness) and

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<PAGE>

such  security  interests  shall  rank pari passu  with the  security  interests
securing the Indebtedness under the other Notes.

            P.  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 Common
PIPE Offering and execution of the Lock-up Agreement  relating to the Management
Restricted Stock.

            Q.  REGULATIONS T, U AND X. Neither ShellCo nor any Subsidiary which
is a Guarantor is and will be engaged in the  business of  extending  credit for
the  purpose of  purchasing  or  carrying  margin  stock  (within the meaning of
Regulation T, U or X of the Board of Governors of the Federal  Reserve System as
now and from time to time hereafter in effect), and no proceeds of any Note will
be used to purchase or carry any margin stock or to extend  credit to others for
the purpose of purchasing or carrying any margin stock.

            R. 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.  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
other Transaction  Documents and that certain Private Placement Memorandum dated
October 23, 2006 (including the various attachments thereto), furnished by or on
behalf of ShellCo regarding ShellCo, the Company, the Targets,  their respective
businesses and the  transactions  contemplated  hereby and thereby,  is 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 they were
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 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.


                                      -9-
<PAGE>

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

            A.  FORM D AND  BLUE  SKY.  ShellCo  shall  timely  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 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 deliver the following to
each  Investor  during the  Reporting  Period (i) unless the following are filed
with the SEC through  EDGAR and are  promptly,  and in any event  within one (1)
Business Day 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)  promptly,  and in any event  within one (1)  Business  Day 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  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), a Current Report on Form 8-K describing the terms of the transactions
contemplated by the Transaction  Documents,  on or prior to the date 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  (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


                                      -10-
<PAGE>

believes it has,  received any such material,  nonpublic  information from or on
behalf of ShellCo, the Company or any of their respective subsidiaries regarding
ShellCo,  the Company or any of the Subsidiaries,  it shall provide ShellCo with
written notice thereof.  ShellCo shall, within four (4) Trading Days (as defined
in the  Notes)  of  receipt  of such  notice,  make  public  disclosure  of such
material,  nonpublic information unless the Company has in good faith determined
that the matters relating to such notice do not constitute  material  non-public
information  about  the  Company.  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 Requirements of Law. 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  applicable
Requirements  of  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.

            E. ADDITIONAL NOTES; VARIABLE SECURITIES; DILUTIVE ISSUANCES. For so
long as any Buyer beneficially owns any Securities,  ShellCo shall not issue any
Notes other than as  contemplated  under the  Transaction  Documents and ShellCo
shall not issue any other  securities that would cause a breach or default under
the Notes.  For so long as any Notes 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  Conversion
Price (as  defined in the  Notes) in respect of the Common  Stock into which any
Note is  convertible  or the then  applicable  Exercise Price (as defined in the
Warrants) in respect of the Common Stock into which any Warrant is  exercisable.
For so long as any Notes or Warrants remain  outstanding,  ShellCo shall not, in
any manner, enter into or affect any Dilutive Issuance (as defined in the Notes)
if the effect of such  Dilutive  Issuance is to cause  ShellCo to be required to
issue upon  conversion  of any Note or  exercise  of any  Warrant  any shares of
Common  Stock in excess of that number of shares of Common  Stock which  ShellCo
may issue upon  conversion  of the Notes and  exercise of the  Warrants  without
breaching ShellCo's  obligations under the rules or regulations of the Principal
Market or the stock


                                      -11-
<PAGE>

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
Notes or Warrants, ShellCo shall not be party to any Fundamental Transaction (as
defined  in the  Notes)  unless  ShellCo is in  compliance  with the  applicable
provisions  governing  Fundamental  Transactions  set forth in the Notes and the
Warrants.

            G. RESERVATION OF SHARES. For as long as any Buyer owns any Notes or
Warrants,  ShellCo shall take all action  necessary to at all times on and after
the effectiveness of the Reverse Split to 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  conversion  of all of the Notes issued at Closing,
(ii) the number of shares of Common Stock issuable upon exercise of the Warrants
issued at the Closing,  and (iii) the number of shares of Common Stock  issuable
upon  exercise  of the Common PIPE  Warrants  (without  taking into  account any
limitations on the Conversion of the Notes or exercise of the Warrants or Common
PIPE  Warrants  set forth in the  Notes,  Warrants  and  Common  PIPE  Warrants,
respectively).

            H. CONDUCT OF BUSINESS. The business of ShellCo and its Subsidiaries
shall not be conducted in material violation of any law, ordinance or regulation
of any governmental entity.

            I.  HOLDING   PERIOD.   For  the  purposes  of  Rule  144,   ShellCo
acknowledges,  based on current  securities laws, that the holding period of the
Conversion  Shares may be tacked  onto the  holding  period of the Notes and 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.  COMPLIANCE WITH NOTES  COVENANTS.  From the date of this Joinder
Agreement  until the first date following the Closing Date on which no Notes are
outstanding,  ShellCo  shall  comply with and not  violate or breach,  and shall
cause its Subsidiaries, as applicable, to comply with and not violate or breach,
the covenants and  agreements  set forth in Section 14 of the Notes (as the same
may be amended from time to time in accordance with the provisions thereof), the
provisions of such Section 14 being incorporated herein and made a part hereof.

            K. NO ADDITIONAL REGISTERED SECURITIES.  From the Closing Date until
the date that is ninety (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 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.

            L.  REPORTING  STATUS.  Until the later of the date on which (i) the
Investors (as defined in the Registration  Rights Agreement) shall have sold all
the Conversion  Shares and Warrant Shares and (ii) 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


                                      -12-
<PAGE>

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.

            M. NO  INCONSISTENT  AGREEMENT  OR  ACTIONS.  From  the date of this
Joinder  Agreement  until the first date  following the Closing Date on which no
Notes are  outstanding,  ShellCo and its  Subsidiaries  shall not enter into any
contract,  agreement or understanding  (other than in connection with the Senior
Loan) which limit or restrict  ShellCo's or any of its Subsidiaries'  ability to
perform under, or take any other voluntary  action to avoid or seek to avoid the
observance or  performance of any of the terms to be observed or performed by it
under, this Joinder Agreement or any of the other Transaction Documents,  except
the  Intercreditor  Agreement,  which  may by its terms  limit  the  performance
hereof.

            N. MARKET REGULATION.

            1.  ShellCo  shall use its best  efforts to comply with the rules of
the Principal Market and to cause all of the Registrable  Securities (as defined
in the Registration  Rights Agreement)  covered by a Registration  Statement (as
defined in the  Registration  Rights  Agreement)  to be quoted  thereon,  unless
listed or quoted on another Eligible  Market.  ShellCo shall promptly secure the
listing  of all of the  Registrable  Securities  upon each  national  securities
exchange and  automated  quotation  system,  if any, upon which shares of Common
Stock  are then  listed  (subject  to  official  notice of  issuance)  and shall
maintain,  so long as any other shares of Common Stock shall be so listed,  such
listing of all Registrable Securities from time to time issuable under the terms
of the Transaction Documents. ShellCo and its Subsidiaries shall not to take any
action  which  would be  reasonably  expected  to  result in the  suspension  or
termination of trading of the Common Stock on the Principal Market.  ShellCo pay
all fees and expenses in connection with  satisfying its obligations  under this
Section N(1).

            2.  Promptly  after the date  ShellCo is first listed on an Eligible
Market,  but in no event later than  fifteen (15)  Business  Days after the date
thereof,  the  Company  shall  take  all  action  necessary  (including  without
limitation, calling a special meeting of the stockholders of ShellCo) to seek to
obtain shareholder approval of the issuance of the Conversion Shares and Warrant
Shares and the  antidillution  provisions  set forth in  respect  thereof in the
Notes and the Warrants,  upon such terms as may be required  under the rules and
regulations of such Eligible Market,  to provide for the issuance of such shares
of Common  Stock which  would  exceed the  aggregate  number of shares of Common
Stock which the Company may issue upon  conversion  or exercise,  as  applicable
pursuant to the rules or regulations of such Eligible Market. In connection with
such actions,  the Company shall provide each stockholder with a proxy statement
and shall use its reasonable best efforts to solicit its stockholders'  approval
of the issuance of Conversion Shares and Warrant Shares in excess of the amounts
otherwise permitted by the rules and regulations of such Eligible Market, and to
cause its board of directors to recommend to the stockholders  that they approve
such proposal.  If, despite ShellCo's reasonable best efforts,  such stockholder
approval is not obtained at the first  meeting  called  therefor,  ShellCo shall
cause an  additional  stockholder  meeting  to be held  every  [six (6)  months]
thereafter  until such  stockholder  approval  is  obtained  or the Notes are no
longer outstanding.


                                      -13-
<PAGE>

            O.  TRANSACTIONS  WITH  AFFILIATES.  From the  date of this  Joinder
Agreement  until the first date  following the Closing Date on which no Notes or
Warrants  are  outstanding,  ShellCo  shall  not,  and shall  cause  each of its
Subsidiaries  not to,  enter  into or be a party to any  material  agreement  or
transaction with any Affiliate (other than a wholly-owned Subsidiary), including
transfer of any assets to any such  Affiliate,  except in the ordinary course of
ShellCo's or such  Affiliate's  business and upon fair and reasonable terms that
(1) are no less favorable to ShellCo or such Affiliate, as the case may be, than
such Person would obtain in a comparable arms'-length  transaction with a Person
not an  Affiliate  of  ShellCo,  or (2) on terms  consistent  with the  business
relationship  of ShellCo or such Subsidiary and such Affiliate prior to the date
of this Joinder Agreement, if any.

            P. 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

            Q. INTERCREDITOR  AGREEMENT.  This Joinder Agreement and each of the
provisions hereof shall be subject to the Intercreditor Agreement.

             [The remainder of the page is intentionally left blank]


                                      -14-
<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