EX-10.46

                FIRST AMENDMENT TO PLEDGE AND SECURITY AGREEMENT

        THIS FIRST  AMENDMENT TO PLEDGE AND SECURITY  AGREEMENT  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.  ("COMPANY"),  Maritime Logistics US Holdings Inc., a Delaware  corporation
("MLI"),  SeaMaster Logistics Inc., a Delaware  corporation  ("SEAMASTER"),  FMI
International  LLC, a Delaware limited liability company ("FMI  INTERNATIONAL"),
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",  and together
with Company,  MLI, Seamaster,  FMI International,  TUG USA, AMRI , collectively
"PLEDGORS" and each a "PLEDGOR") 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
Pledge Agreement (hereinafter defined).

        WHEREAS,  Pledgors and Collateral Agent entered into that certain Pledge
and Security  Agreement 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 "PLEDGE AGREEMENT");

        WHEREAS,  Pledgors have requested that Buyers and Collateral Agent amend
the Pledge Agreement 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 Pledge Agreement as provided for herein;

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

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

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

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

        (c)     BUYERS.  Each  reference  to  "BUYERS"  set forth in the  Pledge
Agreement  shall mean (i) in respect of the period from November 8, 2006 through
the day immediately  preceding the date

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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  Pledge
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
Pledge 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 Pledge
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.

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

        (d)     This  Amendment and the Pledge  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

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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 Pledge Agreement.

        (f)     The Pledgors 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 Pledgors.

                (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
                Pledgors  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  Pledgor   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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                                 SIGNATURE PAGE TO FIRST AMENDMENT TO PLEDGE AND
                                 SECURITY AGREEMENT

        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.


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


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


                                    SEAMASTER LOGISTICS INC.
                                    By:_________________________________________
                                       Name:
                                       Title:


                                    FMI INTERNATIONAL LLC
                                    By:_________________________________________
                                       Name:
                                       Title:


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                                 SIGNATURE PAGE TO FIRST AMENDMENT TO PLEDGE AND
                                 SECURITY AGREEMENT

                                    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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