EX-10.45

               FIRST AMENDMENT TO SECURITY AGREEMENT (SECOND LIEN)

        THIS FIRST AMENDMENT TO SECURITY AGREEMENT (SECOND LIEN) dated as of May
__,  2007 (the  "AMENDMENT"),  is  entered  into by and  between  Summit  Global
Logistics,  Inc., a Delaware  corporation,  formerly known as Aerobic Creations,
Inc.  ("PARENT"),  Maritime  Logistics US Holdings Inc., a Delaware  corporation
("MLI"),   Summit  Logistics   International   Inc,  a  New  Jersey  corporation
("SUMMIT"),  SeaMaster  Logistics  Inc., a Delaware  corporation  ("SEAMASTER"),
AmeRussia Shipping Company Inc., a Delaware corporation  ("AMERUSSIA SHIPPING"),
FMI   International   LLC,   a  Delaware   limited   liability   company   ("FMI
INTERNATIONAL"),  Fashion Marketing,  Inc., a New Jersey corporation ("FM"), FMI
International Corp. (West), a New Jersey corporation ("FMIW"), FMI International
Corp., a New Jersey  corporation  ("FMII"),  Freight  Management LLC, a Delaware
limited  liability  company  ("FMLLC"),   FMI  Trucking,   Inc.,  a  New  Jersey
corporation   ("TRUCKING"),   FMI  Express  Corp.,  a  New  Jersey   corporation
("EXPRESS"),   Clare  Freight,  Los  Angeles,  Inc.,  a  California  corporation
("CLARE"), TUG New York, Inc., a New York corporation ("TUG NY"), TUG USA, Inc.,
a New Jersey  corporation,  formerly  known as Dolphin  US  Logistics  Inc ("TUG
USA"), AMR Investments  Inc, a New Jersey  corporation  ("AMRI"),  FMI Holdco I,
LLC, a Delaware  limited  liability  company ("FMI  HOLDCO";  together with MLI,
Summit, SeaMaster, AmeRussia Shipping, FM, FMI International, FMIW, FMII, FMLLC,
Trucking,   Express,  Clare,  TUG  NY,  TUG  USA,  AMRI  and  FMI  Holdco,  each
individually,  a "GUARANTOR" and  collectively,  "GUARANTORS" and, together with
Parent,  each a "GRANTOR" and collectively,  the "GRANTORS"),  and Law Debenture
Trust Company of New York, a limited purpose trust company  chartered by the New
York State Banking  Department,  in its capacity as collateral  agent for and on
behalf of the  Buyers (as  defined  below) (in such  capacity,  the  "COLLATERAL
AGENT").  Capitalized  terms used but not defined herein shall have the meanings
ascribed to them in the Security Agreement (hereinafter defined).

        WHEREAS,  Grantors  and  Collateral  Agent  entered  into  that  certain
Security  Agreement  (Second  Lien)  dated as of November 8, 2006 (as amended to
date, and as may be further amended, restated, modified and/or supplemented from
time to time, the "SECURITY AGREEMENT");

        WHEREAS,  Grantors have requested that Buyers and Collateral Agent amend
the Security Agreement in certain respects as provided for herein;

        WHEREAS,  the consent of the holders (each individually,  a "HOLDER" and
collectively,  the "HOLDERS") of at least a majority of the aggregate  principal
amount of the Notes now  outstanding  (the  "REQUIRED  HOLDERS")  is required to
amend the Security Agreement as provided for herein;

        WHEREAS,  the consent and agreement of the Required Holders to amend the
Security  Agreement as provided for herein is evidenced by the signatures of the
Holders  appearing on the signature pages to the Second  Amendment  (hereinafter
defined).

        NOW,  THEREFORE,  in  consideration of the premises and the other mutual
covenants contained herein, the receipt and sufficiency are hereby acknowledged,
the parties hereto agree as follows:

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<PAGE>


        SECTION 1.    AMENDMENTS.  The parties hereto agree as follows:

        (a)     AEROBIC  CREATIONS,  INC. All references to "Aerobic  Creations,
Inc." set forth in the Security  Agreement shall mean "Summit Global  Logistics,
Inc."

        (b)     NOTEHOLDERS.  Each reference to  "NOTEHOLDERS"  set forth in the
Security Agreement shall mean the holders, from time to time, of the Notes.

        (c)     BUYERS.  Each  reference  to "BUYERS"  set forth in the Security
Agreement  shall mean (i) in respect of the period from November 8, 2006 through
the day immediately  preceding the date hereof,  the "Buyers"  referenced on the
Schedule of Buyers  attached to the Securities  Purchase  Agreement prior to the
date  hereof and (ii) in respect of the period  from and after the date  hereof,
the "Buyers"  referenced  on the Schedule of Buyers  attached to the  Securities
Purchase  Agreement,  after  giving  effect  to  (A)  the  Second  Amendment  to
Securities  Purchase  Agreement  (Notes and  Warrants)  and First  Amendment  to
Joinder Agreement dated as of even date hereof ("SECOND  AMENDMENT") and (B) any
other subsequent amendments to the Schedule of Buyers, as applicable.

        (d)     NOTES.  Each  reference  to  "NOTES"  set forth in the  Security
Agreement  shall mean (i) in respect of the period from November 8, 2006 through
the day immediately  preceding the date hereof,  the "Notes",  as defined in the
Security  Agreement prior to giving effect to this Amendment and (ii) in respect
of the period from and after the date  hereof,  the  "Notes",  as defined in the
Security  Agreement prior to giving effect to this Amendment,  as such Notes are
amended and restated in accordance with the Second  Amendment plus the New Notes
(as defined in the Second Amendment), as the foregoing may be amended, restated,
supplemented and/or modified from time to time.

        (e)     REPORTING REQUIREMENTS.

                (i)     Section 5(l) of the Security Agreement is hereby deleted
in its entirety and the following is substituted in lieu thereof:

        "INSPECTION  AND REPORTING.  Each Grantor shall permit the Agent
        and  representative  of Agent and any Noteholder at any time and
        from time to time during normal business hours upon prior notice
        to such Grantor so long as no Default or Event of Default  shall
        exist or have occurred and be continuing and at any time without
        notice at any time a Default or an Event of Default  shall exist
        or have occurred and be  continuing,  no more than two (2) times
        in any twelve  (12) month  period so long as no Default or Event
        of Default shall exist or have occurred and be  continuing,  but
        otherwise as the Agent may request, at the reasonable expense of
        such  Grantor,  i) to examine and make  copies of and  abstracts
        from such Grantor's  records and books of account,  ii) to visit
        and inspect its properties,  iii) to verify  materials,  leases,
        notes,  accounts  receivable,  deposit  accounts  and its  other
        assets,  iv) to conduct  audits,  physical  counts,  valuations,
        appraisals,  Phase I and Phase II Environmental Site Assessments
        or  examinations  at the  locations  of such  Grantor  and v) to
        discuss such Grantor's  affairs,  finances and accounts with any
        of its directors,  officers,  managerial employees,  independent
        accountants or any of its other representatives  provided,  that
        if such

                                       2
<PAGE>


        information  is  reasonably  determined  by  the  Company  to be
        competitively   sensitive   and  to  be   material,   non-public
        information, then the Company need not disclose such information
        unless  such  Noteholder(s)  first  enter(s)  into a  reasonable
        confidentiality  agreement  relating  to  such  information.  In
        furtherance of the foregoing, each Grantor hereby authorizes its
        independent  accountants  to discuss the  affairs,  finances and
        accounts  of  such  Grantor   (independently  or  together  with
        representatives of Grantor) with Agent and representative of any
        Noteholder in accordance with this Section 5(l)."

        SECTION 2.    AMENDMENTS TO SCHEDULES.

        (a)     Schedule  III to the  Security  Agreement  is hereby  amended by
adding the following:

<TABLE>
<CAPTION>
------------------------------- -------------------------------- -------------------------------- ----------------------------------
           GRANTOR                 CHIEF PLACE OF BUSINESS AND           BOOKS AND RECORDS            EQUIPMENT, FIXTURES, GOODS,
                                     CHIEF EXECUTIVE OFFICE        (ACCOUNTS AND CHATTEL PAPER)             AND INVENTORY
------------------------------- -------------------------------- -------------------------------- ----------------------------------
<S>                                    <C>                              <C>                               <C>
        TUG USA, Inc.                  780 Nogales Street,              780 Nogales Street,               780 Nogales Street,
                                       Industry, CA 91748               Industry, CA 91748                Industry, CA 91748
------------------------------- -------------------------------- -------------------------------- ----------------------------------
                                     One Meadowlands Plaza,           One Meadowlands Plaza,            One Meadowlands Plaza,
 Summit Global Logistics, Inc.            11th Floor,                       11th Floor,                      11th Floor,
                                   East Rutherford, NJ 07073         East Rutherford, NJ 07073        East Rutherford, NJ 07073
------------------------------- -------------------------------- -------------------------------- ----------------------------------
</TABLE>


        SECTION 3.    MISCELLANEOUS.

        (a)     The  execution,  delivery and  effectiveness  of this  Amendment
shall not, except as expressly  provided herein, be deemed to be an amendment or
modification  of, or  operate  as a waiver of,  any  provision  of the  Security
Agreement or any right, power or remedy  thereunder,  nor constitute a waiver of
any provision of the Security Agreement or any other document, instrument and/or
agreement executed or delivered in connection therewith.

        (b)     This  Amendment  may be executed  in any number of  counterparts
(including by facsimile),  and by the different parties hereto or thereto on the
same or separate  counterparts,  each of which shall be deemed to be an original
instrument  but  all of  which  together  shall  constitute  one  and  the  same
agreement.  Each  party  agrees  that  it  will be  bound  by its own  facsimile
signature and that it accepts the facsimile  signature of each other party.  The
descriptive  headings of the various sections of this Amendment are inserted for
convenience  of reference  only and shall not be deemed to affect the meaning or
construction  of any of the provisions  hereof or thereof.  Whenever the context
and construction so require,  all words herein and in the Security  Agreement in
the singular number herein shall be deemed to have been used in the plural,  and
vice versa,  and the masculine  gender shall include the feminine and neuter and
the neuter shall include the masculine and feminine.

        (c)     This  Amendment  and the Security  Agreement may not be changed,
amended, restated, waived,  supplemented,  discharged,  canceled,  terminated or
otherwise  modified  orally or by any course of  dealing or in any manner  other
than as provided in the  Security  Agreement  and/or the Notes.  This  Amendment
shall be considered part of the Security Agreement.

                                       3
<PAGE>


        (d)     This Amendment and the Security Agreement  constitute the final,
entire  agreement  and  understanding  between the parties  with  respect to the
subject  matter  hereof and thereof,  shall not be  contradicted  by evidence of
prior,  contemporaneous or subsequent oral agreements between the parties, shall
be binding  upon and inure to the benefit of the  successors  and assigns of the
parties  hereto  and  thereto  and  supersede  all other  prior  agreements  and
understandings,  if any,  relating to the subject  matter  hereof.  There are no
unwritten oral agreements between the parties with respect to the subject matter
hereof or thereof.

        (e)     The validity of this Amendment, its construction, interpretation
and enforcement, the rights of the parties hereunder, shall be determined under,
governed by, and construed in accordance  with the choice of law  provisions set
forth in the Security Agreement.

        (f)     The Grantors hereby irrevocably and unconditionally acknowledge,
affirm and covenant to each of the Collateral Agent and the Buyers that:

                (i)     There are no  understandings  or agreements  relating to
                the Obligations other than the Transaction Documents.

                (ii)    Neither  the  Buyers,  nor the  Collateral  Agent are in
                default under any of the Transaction Documents or otherwise have
                breached any obligations to Grantors.

                (iii)   There are no offsets,  counterclaims  or defenses to the
                Obligations  or  to  the  rights,  remedies  or  powers  of  the
                Collateral  Agent  or  any  Buyer  in  respect  of  any  of  the
                Obligations  or  any  of  the  Transaction  Documents,  and  the
                Grantors  agree not to interpose (and each does hereby waive and
                release) any such defense, set-off or counterclaim in any action
                brought  by the  Collateral  Agent  or any  of the  Buyers  with
                respect thereto.

                (iv)    Each  Grantor   consents  to  this   Amendment  and  the
                transactions  contemplated hereby and confirms and reaffirms the
                Transaction  Documents  (as  amended  hereby),  the  guarantees,
                security  interests and other agreements related thereto and the
                Obligations thereunder.

                (v)     As of May __, 2007, the aggregate  outstanding principal
                amount of the Notes is equal to $84,400,833.33,  the accrued and
                unpaid  interest on the Notes is equal to  $899,337.40,  and the
                amount of accrued and unpaid Late Charges is equal to $0.

                      REMAINDER OF PAGE INTENTIONALLY BLANK

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<PAGE>


                                   SIGNATURE PAGE TO FIRST AMENDMENT TO SECURITY
                                   AGREEMENT (SECOND LIEN)

        IN WITNESS  WHEREOF,  the  parties  have  caused  this  Amendment  to be
executed by their respective officers thereunto duly authorized,  as of the date
first written above.


GRANTORS:
                                     SUMMIT GLOBAL LOGISTICS, INC.
                                     (formerly known as Aerobic Creations, Inc.)
                                     By:________________________________________
                                        Name:
                                        Title:


                                     MARITIME LOGISTICS US HOLDINGS INC.
                                     By:________________________________________
                                        Name:
                                        Title:


                                     SUMMIT LOGISTICS INTERNATIONAL INC
                                     By:________________________________________
                                        Name:
                                        Title:


                                     SEAMASTER LOGISTICS INC.
                                     By:________________________________________
                                        Name:
                                        Title:

                                       5
<PAGE>


                                   SIGNATURE PAGE TO FIRST AMENDMENT TO SECURITY
                                   AGREEMENT (SECOND LIEN)

                                     AMERUSSIA SHIPPING COMPANY INC.
                                     By:________________________________________
                                        Name:
                                        Title:


                                     FMI INTERNATIONAL LLC
                                     By:________________________________________
                                        Name:
                                        Title:


                                     FASHION MARKETING, INC.
                                     By:________________________________________
                                        Name:
                                        Title:


                                     FMI INTERNATIONAL CORP. (WEST)
                                     By:________________________________________
                                        Name:
                                        Title:


                                     FMI INTERNATIONAL CORP.
                                     By:________________________________________
                                        Name:
                                        Title:


                                       6
<PAGE>


                                   SIGNATURE PAGE TO FIRST AMENDMENT TO SECURITY
                                   AGREEMENT (SECOND LIEN)

                                     FREIGHT MANAGEMENT LLC
                                     By:________________________________________
                                        Name:
                                        Title:


                                     FMI TRUCKING, INC.
                                     By:________________________________________
                                         Name:
                                         Title:


                                     FMI EXPRESS CORP.
                                     By:________________________________________
                                        Name:
                                        Title:


                                     CLARE FREIGHT, LOS ANGELES, INC.
                                     By:________________________________________
                                        Name:
                                        Title:


                                     TUG NEW YORK, INC.

                                     By:________________________________________
                                        Name:
                                        Title:


                                       7
<PAGE>


                                   SIGNATURE PAGE TO FIRST AMENDMENT TO SECURITY
                                   AGREEMENT (SECOND LIEN)

                                    TUG USA, INC.
                                    (formerly known as Dolphin US Logistics Inc)
                                    By:_________________________________________
                                        Name:
                                        Title:


                                    AMR INVESTMENTS INC
                                    By:_________________________________________
                                        Name:
                                        Title:


                                    FMI HOLDCO I, LLC
                                    By:_________________________________________
                                        Name:
                                        Title:




COLLATERAL AGENT:
                                    LAW DEBENTURE TRUST COMPANY OF NEW YORK,
                                    as Collateral Agent for the Noteholders.
                                    By:  _______________________________________
                                         Name:
                                         Title:  _______________________________

                                       8