EX-10.47

                           FIRST AMENDMENT TO GUARANTY

        THIS  FIRST  AMENDMENT  TO  GUARANTY  dated  as of  May  __,  2007  (the
"AMENDMENT"),  is entered  into by and between  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 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 Holders  (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 Guaranty (hereinafter defined).

        WHEREAS,  Guarantors executed that certain Guaranty 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  "GUARANTY") in favor of Collateral
Agent, for the benefit of the Buyers;

        WHEREAS, Guarantors have requested that Buyers (hereinafter defined) and
Collateral Agent amend the Guaranty in certain respects as provided 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  (hereinafter  defined)  now  outstanding  (the  "REQUIRED
HOLDERS") is required to amend the Guaranty as provided herein;

        WHEREAS,  the consent and agreement of the Required Holders to amend the
Guaranty 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:

        SECTION 1.    AMENDMENTS.  The parties hereto agree as follows:
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        (a) AEROBIC CREATIONS, INC. All references to "Aerobic Creations,  Inc."
set forth in the Guaranty shall mean "Summit Global Logistics, Inc."

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

        (c) BUYERS.  Each  reference to "BUYERS" set forth in the Guaranty 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  Guaranty  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 Guaranty
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  Guaranty  prior to
giving  effect to this  Amendment,  as such Notes are  amended  and  restated in
accordance  with the Second  Amendment  plus New Notes (as defined in the Second
Amendment),  as the  foregoing  may be amended,  restated,  supplemented  and/or
modified from time to time.

        SECTION 2.    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 Guaranty or any
right, power or remedy  thereunder,  nor constitute a waiver of any provision of
the Guaranty 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  Guaranty  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  Guaranty  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 Guaranty  and/or the Notes.  This Amendment  shall be considered
part of the Guaranty.



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<PAGE>

        (d)  This  Amendment  and the  Guaranty  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 Guaranty.

        (f) The Guarantors 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
               Guaranteed 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 Guarantors.

               (iii)  There are no  offsets,  counterclaims  or  defenses to the
               Guaranteed  Obligations  or to the rights,  remedies or powers of
               the  Collateral  Agent  or any  Buyer  in  respect  of any of the
               Guaranteed Obligations or any of the Transaction  Documents,  and
               the Guarantors 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   Guarantor   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
               Guaranteed 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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                                  SIGNATURE PAGE TO FIRST AMENDMENT TO GUARANTY

        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.



GUARANTORS:

                                   MARITIME LOGISTICS US HOLDINGS
                                   INC.

                                   By:__________________________________________
                                      Name:
                                      Title:


                                   SUMMIT LOGISTICS INTERNATIONAL INC

                                   By:__________________________________________
                                      Name:
                                      Title:


                                   SEAMASTER LOGISTICS INC.

                                   By:__________________________________________
                                      Name:
                                      Title:




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<PAGE>


                                   SIGNATURE PAGE TO FIRST AMENDMENT TO GUARANTY

                                           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:




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<PAGE>


                                   SIGNATURE PAGE TO FIRST AMENDMENT TO GUARANTY

                                           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:




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                                   SIGNATURE PAGE TO FIRST AMENDMENT TO GUARANTY

                                        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
                                        Holders

                                        By:  ___________________________________
                                             Name:
                                             Title:  ___________________________










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                                  SIGNATURE PAGE TO FIRST AMENDMENT TO GUARANTY






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