EX-4.20

                          WAIVER AND AMENDMENT NO. 1 TO
                          REGISTRATION RIGHTS AGREEMENT

        THIS  WAIVER  AND  AMENDMENT  NO. 1 TO  REGISTRATION  RIGHTS  AGREEMENT,
effective 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"),  and Investors  constituting at least the Required
Holders.  Capitalized  terms used but not defined herein shall have the meanings
ascribed to them in the Registration Rights Agreement (as hereinafter defined).

        WHEREAS,  pursuant to a Securities  Purchase Agreement (Common Stock and
Warrants),  dated as of  November  8, 2006 by and among  Maritime  Logistics  US
Holdings  Inc., a Delaware  corporation,  the Company  (pursuant to that certain
Joinder Agreement dated as of November 8, 2006) and the Buyers, the Company sold
to each Buyer (i) Common Stock and (ii) Warrants and in connection therewith the
Company  and  the  Buyers  entered  into  the   Registration   Rights  Agreement
("REGISTRATION RIGHTS AGREEMENT").

        WHEREAS,  the  Company  requested  that the  Investors  enter  into this
Amendment to amend the  Registration  Rights  Agreement  in certain  respects as
provided herein and waive certain penalties relating to an Effectiveness Failure
(the  Company's  failure  to cause the  Registration  Statement  to be  declared
effective by the SEC no later than the Effectiveness Deadline);

        WHEREAS, in exchange for this Amendment, the Company has agreed to issue
to the  Investors  certain  additional  convertible  notes (of like tenor to the
Notes, as amended, except such notes are unsecured);

        WHEREAS,  the signatures of the Required Holders (the Investors  holding
of at least a majority of the Registrable Securities) are required to effect the
waiver  and amend the  Registration  Rights  Agreement  as  provided  herein and
whereas  each of the  signatories  hereto,  representing  at least the  Required
Holders,  have agreed to effect such  waiver and amend the  Registration  Rights
Agreement as provided herein; and

        WHEREAS, the Company wishes to raise additional capital through the sale
of  additional  convertible  notes and  warrants  (of like tenor to the Notes as
amended and the warrants, the "NEW NOTES" and "NEW WARRANTS," respectively).

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

        SECTION 1.  AMENDMENTS TO  REGISTRATION  RIGHTS  AGREEMENT.  The parties
hereto agree as follows, effective as of the date hereof:

        (a) All references to Aerobic Creations, Inc. or ShellCo shall hereafter
be a reference to Summit Global Logistics, Inc.

                                       1


<PAGE>


        (b) That the  definition  of the term  "Notes"  for the  purposes of the
Registration  Rights  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 Registration Rights Agreement prior to giving effect
to this  Amendment  and (ii) in respect  of the  period  from and after the date
hereof, (A) the "Notes",  as defined in the Registration  Rights Agreement prior
to giving effect to this  Amendment,  as such Notes are amended and restated (B)
the New Notes, (C) the secured  convertible notes issuable pursuant to Section 3
hereof and (D) the convertible  notes issued in connection with the amendment to
the registration rights agreement relating to the Notes.

        (c) That the  definition  of term  "Warrants"  for the  purposes  of the
Registration  Rights  Agreement  shall mean (i) in  respect  of the period  from
November 8, 2006 through the day  immediately  preceding  the date  hereof,  the
"Warrants",  as defined in the  Registration  Rights  Agreement  prior to giving
effect to this  Amendment  and (ii) in respect of the period  from and after the
date hereof,  the "Warrants",  as defined in the  Registration  Rights Agreement
prior to giving effect to this Amendment plus the New Warrants.

        (d) Section 1(f) of the Registration  Rights Agreement is hereby amended
and  restated in its entirety by deleting  the first  sentence  therefrom in its
entirety and substituting the following sentence in lieu thereof:

               "EFFECTIVENESS  DEADLINE" means,  after the date hereof, the date
               that is (i) 90 days  after  the  date on which  the  Registration
               Statement  or an  amendment  thereto  is next  filed with the SEC
               provided  that such  Registration  Statement or amendment is next
               filed with the SEC within 30 days after the date of the Amendment
               or  (ii)  90  days  after  the  date  of  the  Amendment  if  the
               Registration  Statement or an amendment thereto is not next filed
               with the SEC within 30 days after the date of the Amendment.

        (e) Section 2(d) of the Registration  Rights Agreement is hereby amended
by amending and restating the third  subparagraph in its entirety as follows and
adding the  following  two  paragraphs  as the  fourth  and fifth  subparagraphs
respectively:

               Third, if the exclusion of the sum of (i) the number of shares of
        Common  Stock held by those  holders of the  Company  who held shares of
        Common Stock prior to the effectiveness of the Merger,  (ii) 130% of the
        number of shares of Common Stock  issuable upon the exercise of warrants
        issued to Rodman &  Renshaw,  LLC as  placement  agent in respect of the
        offerings of the Registrable  Securities and Other  Securities and (iii)
        the  securities  held  by KRG is  insufficient  to  meet  the  reduction
        required by the SEC,  then 130% of the number of shares of Common  Stock
        issuable upon the exercise of Warrants and the Common Warrants  included
        in  such  Registration   Statement  shall  be  reduced  (such  reduction
        allocated  pro rata  among the  holders  thereof)  until  the  reduction
        required by the SEC is effected.

               "Fourth,  if the  exclusion  of 130% of the  number  of shares of
        Common  Stock  issuable  upon the  exercise of  Warrants  and the Common
        Warrants included in such Registration Statement is insufficient to meet
        the  reduction  required  by the SEC,  then 130% of the number of shares
        issuable upon  conversion of the Notes shall be reduced

                                       2


<PAGE>


        (such reduction  allocated pro rata among the holders thereof) until the
        first to occur of (i) the  reduction  required by the SEC is effected or
        (ii) the number of shares is reduced to 100% of the shares issuable upon
        the conversion of the Notes.

               Fifth, if the exclusion of shares issuable upon the conversion of
        the Notes pursuant to the previous paragraph is insufficient to meet the
        reduction  required by the SEC,  then (i) the number of shares  issuable
        upon the  conversion  of the Notes and (ii) the  shares of Common  Stock
        included in the  Registrable  Securities  which have not otherwise  been
        reduced  shall be reduced (such  reduction  allocated pro rata among the
        holders  of the  Notes  and such  holders  of  Common  Stock)  until the
        reduction required by the SEC is effected."

        SECTION 2. WAIVER. Each of the Investors signatory hereto hereby waives,
on their behalf and as the Required Holders on the behalf of all Investors,  any
Effectiveness  Failure  existing as of the date hereof and any and all penalties
or payments relating  thereto.  This waiver is and shall be effective solely for
the  existing  Effectiveness  Failure  and  any and all  penalties  or  payments
relating  thereto and is not and shall not be  applicable  to any  Effectiveness
Failure hereafter occurring.

        SECTION 3. NOTE  ISSUANCE.  In  consideration  for this  Amendment,  the
Company  shall  promptly  issue to the  Investors  (pro rata among the Investors
based upon the  principal  amount of number of shares of common stock  purchased
pursuant to the Securities  Purchase  Agreement (Common Stock and Warrants) that
are held by such  Investors)  convertible  notes of the Company in an  aggregate
principal  amount of $1,000,000 for no additional  consideration  (collectively,
the "PIPE NOTES").

        SECTION 4. ADMINISTRATIVE AGENT.

        (a) Each Investor hereby (x) appoints Law Debenture Trust Company of New
York,   as  the   administrative   agent  for  such  Investor   hereunder   (the
"ADMINISTRATIVE   AGENT"),   and  (y)  each  Investor   hereby   authorizes  the
Administrative Agent (and its officers, directors, employees and agents) in such
capacity  to take any and all such  actions  on its behalf  with  respect to all
obligations  under the PIPE Notes in accordance with the terms of this Amendment
and the PIPE Notes. The Administrative Agent shall not have, by reason hereof or
any of the PIPE Notes,  a  fiduciary  relationship  in respect of any  Investor.
Neither the Administrative Agent nor any of its officers,  directors,  employees
and agents  shall have any  liability  to any  Investor  for any action taken or
omitted to be taken in  connection  herewith or  therewith  except to the extent
caused by its own gross  negligence  or willful  misconduct,  and each  Investor
agrees to defend, protect,  indemnify and hold harmless the Administrative Agent
and all of its officers, directors, employees and agents (collectively,  the "AA
INDEMNITEES") from and against any losses,  damages,  liabilities,  obligations,
penalties,  actions,  judgments,  suits,  fees,  costs and expenses  (including,
without limitation,  reasonable attorneys' fees, costs and expenses) incurred by
such AA Indemnitee,  whether direct, indirect or consequential,  arising from or
in  connection  with the  performance  by such AA  Indemnitee  of the duties and
obligations of Administrative  Agent pursuant hereto,  the PIPE Notes and/or the
Intercreditor Agreement (hereinafter defined).

        (b) The Administrative  Agent may resign from the performance of all its
functions  and  duties  hereunder  at any time by giving at least  fifteen  (15)
Business  Days' prior written

                                       3


<PAGE>


notice to the Company and each holder of the PIPE Notes.  Such resignation shall
take  effect  upon  the  acceptance  by  a  successor  Administrative  Agent  of
appointment as provided below. Upon any such notice of resignation,  the holders
of a majority of the outstanding  principal under the PIPE Notes shall appoint a
successor  Administrative  Agent.  Upon the  acceptance  of the  appointment  as
Administrative  Agent, such successor  Administrative Agent shall succeed to and
become vested with all the rights, powers, privileges and duties of the retiring
Administrative Agent, and the retiring  Administrative Agent shall be discharged
from its duties and obligations under this Amendment.  After any  Administrative
Agent's resignation hereunder, the provisions of this Section shall inure to its
benefit.  If a successor  Administrative  Agent shall not have been so appointed
within said fifteen (15) Business Day period, the retiring  Administrative Agent
shall then appoint a successor  Administrative  Agent who shall serve until such
time, if any, as the holders of a majority of the  outstanding  principal  under
the PIPE Notes appoint a successor Administrative Agent as provided above.

        (c) Without  limiting the  generality  of the  foregoing,  each Investor
hereby irrevocably  appoints and authorizes  Administrative Agent to execute and
deliver the  Intercreditor  and  Subordination  Agreement  dated as of even date
hereof by and between Fortress Credit Corp., in its capacity as collateral agent
for  certain  financial  institutions,  and  the  Administrative  Agent,  in its
capacity as  administrative  agent for the Investors,  for and on behalf of such
Investor (as amended, restated,  supplemented and/or modified from time to time,
the "INTERCREDITOR  AGREEMENT") and to perform all of the obligations and duties
of Administrative  Agent provided for therein,  and each Investor shall be bound
by the  terms  of the  Intercreditor  Agreement,  as if  such  Investor  were an
original signatory thereto.  As to (x) any matters not expressly provided for by
this Amendment and the PIPE Notes and (y) any amendments, consents or waivers in
connection   with  the  PIPE   Notes  or  the   Intercreditor   Agreement,   the
Administrative  Agent shall not be required to exercise any  discretion  or take
any action, but shall be required to act or to refrain from acting (and shall be
fully protected in so acting or refraining from acting) upon the instructions of
the Required  Holders,  and such  instructions of the Required  Holders shall be
binding upon all Investors.

        (d) The  Administrative  Agent shall have no duties or  responsibilities
except those expressly set forth in this Amendment,  the Intercreditor Agreement
and the PIPE Notes. The duties of the  Administrative  Agent shall be mechanical
and administrative in nature. The Administrative  Agent shall not have by reason
of this  Amendment,  the  Intercreditor  Agrement  or the PIPE Notes a fiduciary
relationship  in respect of any Investor.  Nothing in this  Amendment,  the PIPE
Notes or the  Intercreditor  Agreement,  express or  implied,  is intended to or
shall be construed to impose upon the  Administrative  Agent any  obligations in
respect of this Amendment,  the PIPE Notes or the Intercreditor Agreement except
as expressly set forth herein or therein.

        (e) If Company or Fortress Credit Corp. (or any successor or replacement
agent  under the Senior  Loan  Agreement)  seeks the  consent or approval of the
Required  Holders to the taking or refraining from taking any action  hereunder,
Company shall send notice thereof to each  Investor.  Any such consents shall be
solicited and tabulated by Company,  or a solicitation  and/or  tabulation agent
engaged by Company,  subject to the Administrative  Agent's right to receive all
such consents and satisfy itself as to (x) the authenticity of such consents (y)
receipt of such  consents from  Investors  representing  a sufficient  principal
amount of PIPE Notes, and (z) any other matters that the  Administrative  Agent,
in its sole discretion  deems necessary or

                                       4


<PAGE>


advisable.  It  shall  not be  necessary  for  such  Investors  to  approve  the
particular form of any proposed  amendment or waiver, but it shall be sufficient
if the written  consents of the  Required  Holders  reflect the  approval of the
substance  thereof.  Company  shall  provide the  Administrative  Agent,  and is
permitted  hereby  to  provide  Fortress  Credit  Corp.  (or  any  successor  or
replacement  agent  under the Senior  Loan  Agreement),  with copies of any such
written consent(s).

        (f) The  Administrative  Agent shall  promptly  notify each Investor any
time that the Required Holders have instructed the  Administrative  Agent to act
or refrain from acting pursuant hereto. Company or Fortress Credit Corp. (or any
successor  or  replacement  agent  under  the  Senior  Loan  Agreement)  or  the
Administrative  Agent may at any time request instructions from the Investors in
respect of any actions or approvals  which by the terms of this  Amendment or of
the PIPE  Notes  or the  Intercreditor  Agreement  the  Administrative  Agent is
permitted or required to take or to grant, and if such instructions are promptly
requested, the Administrative Agent shall be absolutely entitled to refrain from
taking any action or to withhold any  approval  under this  Amendment,  the PIPE
Notes  or  the  Intercreditor  Agreement  until  it  shall  have  received  such
instructions  from the Required  Holders.  Without  limiting the  foregoing,  no
Investor shall have any right of action  whatsoever  against the  Administrative
Agent as a result of the  Administrative  Agent acting or refraining from acting
under  this  Amendment,  the  PIPE  Notes  or  the  Intercreditor  Agreement  in
accordance with the  instructions of the Required  Holders unless consent of all
Investors is required by the terms of such document.

        SECTION 5. MISCELLANEOUS.

        (a) Any  transferee  or  assignee  of  Registrable  Securities  shall be
subject  to the  terms  hereof,  and as a  condition  to each such  transfer  or
assignment, each Investor agrees to require each of its transferees or assignees
to agree in  writing  to be subject to the  Registration  Rights  Agreement,  as
amended by this Amendment.

        (b) 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  Registration
Rights  Agreement or any right,  power or remedy  thereunder,  nor  constitute a
waiver  of any  provision  of the  Registration  Rights  Agreement  or any other
document,  instrument  and/or  agreement  executed or  delivered  in  connection
therewith.

        (c)  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  Registration  Rights
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.

        (d) This  Amendment  and the  Registration  Rights  Agreement may not be
changed,  amended,  restated,  waived,   supplemented,   discharged,   canceled,
terminated  or otherwise

                                       5


<PAGE>


modified  orally or by any  course of  dealing  or in any  manner  other than as
provided  in  the  Registration  Rights  Agreement.   This  Amendment  shall  be
considered part of the Registration Rights Agreement.

        (e) This Amendment and the Registration Rights Agreement  constitute the
final,  entire agreement and  understanding  between the parties with respect to
the subject matter hereof and thereof,  may 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.

        (f) 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 Registration Rights Agreement.

                      REMAINDER OF PAGE INTENTIONALLY BLANK


<PAGE>



115



                                 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO
                                 REGISTRATION RIGHTS AGREEMENT

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


COMPANY:
                                     SUMMIT GLOBAL LOGISTICS, INC.
                                     (formerly known as Aerobic Creations, Inc.)



                                     By:________________________________________
                                        Name:
                                        Title:

                                       7


<PAGE>



                                 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO
                                 REGISTRATION RIGHTS AGREEMENT



HOLDERS:
                                     ALEXANDRA GLOBAL MASTER FUND LTD.



                                     By:________________________________________
                                        Name:
                                        Title:

                                       8


<PAGE>



                                 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO
                                 REGISTRATION RIGHTS AGREEMENT



HOLDERS:
                                     AMERICAN CAPITAL EQUITY I, LLC



                                     By: AMERICAN CAPITAL EQUITY MANAGEMENT
                                     Its: Manager



                                     By:________________________________________
                                        Name:
                                        Title:

                                       9


<PAGE>



                                 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO
                                 REGISTRATION RIGHTS AGREEMENT



HOLDERS:
                                     AMERICAN CAPITAL STRATEGIES, LTD.



                                     By:________________________________________
                                        Name:
                                        Title:

                                       10


<PAGE>



                                 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO
                                 REGISTRATION RIGHTS AGREEMENT


HOLDERS:
                                     CAMOFI MASTER LDC



                                     By:________________________________________
                                        Name:
                                        Title:

                                       11


<PAGE>



                                 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO
                                 REGISTRATION RIGHTS AGREEMENT



HOLDERS:
                                     CORNELL CAPITAL PARTNERS, LP



                                     By:________________________________________
                                        Name:
                                        Title:

                                       12


<PAGE>



                                 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO
                                 REGISTRATION RIGHTS AGREEMENT



HOLDERS:
                                     CRANSHIRE CAPITAL, L.P.



                                     By:________________________________________
                                        Name:
                                        Title:

                                       13


<PAGE>



                                 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO
                                 REGISTRATION RIGHTS AGREEMENT



HOLDERS:
                                     CREDIT SUISSE SECURITIES (USA) LLC



                                     By:________________________________________
                                        Name:
                                        Title:

                                       14


<PAGE>



                                 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO
                                 REGISTRATION RIGHTS AGREEMENT



HOLDERS:
                                     CRESCENT INTERNATIONAL LTD



                                     By:________________________________________
                                        Name:
                                        Title:

                                       15


<PAGE>



                                 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO
                                 REGISTRATION RIGHTS AGREEMENT




HOLDERS:
                                     DIAMOND OPPORTUNITY FUND, LLC



                                     By:________________________________________
                                        Name:
                                        Title:

                                       16


<PAGE>



                                 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO
                                 REGISTRATION RIGHTS AGREEMENT


HOLDERS:
                                     EVOLUTION MASTER FUND LTD. SPC,
                                     SEGREGATED PORTFOLIO M



                                     By:________________________________________
                                        Name:
                                        Title:

                                       17


<PAGE>



                                 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO
                                 REGISTRATION RIGHTS AGREEMENT



HOLDERS:
                                     GOTTBETTER CAPITAL MASTER, LTD.



                                     By:________________________________________
                                        Name:
                                        Title:

                                       18


<PAGE>



                                 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO
                                 REGISTRATION RIGHTS AGREEMENT




HOLDERS:
                                     HORIZON CAPITAL FUND LP



                                     By:________________________________________
                                        Name:
                                        Title:

                                       19


<PAGE>



                                 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO
                                 REGISTRATION RIGHTS AGREEMENT



HOLDERS:
                                     JMG CAPITAL PARTNERS, LP



                                     By:________________________________________
                                        Name:
                                        Title:

                                       20


<PAGE>



                                 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO
                                 REGISTRATION RIGHTS AGREEMENT



HOLDERS:
                                     JMG TRITON OFFSHORE FUND LTD.



                                     By:________________________________________
                                        Name:
                                        Title:

                                       21


<PAGE>



                                 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO
                                 REGISTRATION RIGHTS AGREEMENT



HOLDERS:
                                     MULSANNE PARTNERS, L.P.



                                     By:________________________________________
                                        Name:
                                        Title:

                                       22


<PAGE>



                                 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO
                                 REGISTRATION RIGHTS AGREEMENT



HOLDERS:
                                     GOOD STEWARD TRADING COMPANY SPC



                                     By:________________________________________
                                        Name:
                                        Title:

                                       23


<PAGE>



                                 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO
                                 REGISTRATION RIGHTS AGREEMENT



HOLDERS:
                                     FINDERNE, L.L.C.



                                     By:________________________________________
                                        Name:
                                        Title:

                                       24


<PAGE>



                                 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO
                                 REGISTRATION RIGHTS AGREEMENT



HOLDERS:
                                     KNOTT PARTNERS, L.P.



                                     By:________________________________________
                                        Name:
                                        Title:

                                       25


<PAGE>



                                 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO
                                 REGISTRATION RIGHTS AGREEMENT



HOLDERS:
                                     SHOSHONE PARTNERS, L.P.



                                     By:________________________________________
                                        Name:
                                        Title:

                                       26


<PAGE>



                                 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO
                                 REGISTRATION RIGHTS AGREEMENT



HOLDERS:
                                     COMMONFUND HEDGED EQUITY COMPANY



                                     By:________________________________________
                                        Name:
                                        Title:

                                       27


<PAGE>



                                 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO
                                 REGISTRATION RIGHTS AGREEMENT



HOLDERS:
                                     MATTERHORN OFFSHORE FUND, LTD.



                                     By:________________________________________
                                        Name:
                                        Title:

                                       28


<PAGE>



                                 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO
                                 REGISTRATION RIGHTS AGREEMENT



HOLDERS:
                                     MEADOWBROOK OPPORTUNITY FUND LLC



                                     By:________________________________________
                                        Name:
                                        Title:

                                       29


<PAGE>



                                 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO
                                 REGISTRATION RIGHTS AGREEMENT



HOLDERS:
                                     MLA CAPITAL, INC.



                                     By:________________________________________
                                        Name:
                                        Title:

                                       30


<PAGE>



                                 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO
                                 REGISTRATION RIGHTS AGREEMENT


HOLDERS:
                                     PARAGON CAPITAL LP



                                     By:________________________________________
                                        Name:
                                        Title:

                                       31


<PAGE>



                                 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO
                                 REGISTRATION RIGHTS AGREEMENT



HOLDERS:
                                     SIGMA CAPITAL ASSOCIATES, LLC



                                     By:________________________________________
                                        Name:
                                        Title:

                                       32


<PAGE>



                                 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO
                                 REGISTRATION RIGHTS AGREEMENT


HOLDERS:
                                     STELLAR CAPITAL FUND LLC



                                     By:________________________________________
                                        Name:
                                        Title:

                                       33


<PAGE>



                                 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO
                                 REGISTRATION RIGHTS AGREEMENT


HOLDERS:
                                     STRATFORD PARTNERS, LP



                                     By:________________________________________
                                        Name:
                                        Title:

                                       34


<PAGE>



                                 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO
                                 REGISTRATION RIGHTS AGREEMENT


HOLDERS:
                                     WOLVERINE CONVERTIBLE ARBITRAGE
                                     FUND TRADING LIMITED



                                     By:________________________________________
                                        Name:
                                        Title:

                                       35


<PAGE>



                                 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO
                                 REGISTRATION RIGHTS AGREEMENT


HOLDERS:
                                     R&R BIOTECH PARTNERS LLC



                                     By:________________________________________
                                        Name:
                                        Title:

                                       36


<PAGE>



                                 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO
                                 REGISTRATION RIGHTS AGREEMENT


HOLDERS:
                                     KRG CAPITAL FUND II, L.P.



                                     By:________________________________________
                                        Name:
                                        Title:

                                       37


<PAGE>



                                 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO
                                 REGISTRATION RIGHTS AGREEMENT


HOLDERS:
                                     KRG CAPITAL FUND II (PA) L.P.



                                     By:________________________________________
                                        Name:
                                        Title:

                                       38


<PAGE>



                                 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO
                                 REGISTRATION RIGHTS AGREEMENT


HOLDERS:
                                     KRG CAPITAL FUND II (FF) L.P.



                                     By:________________________________________
                                        Name:
                                        Title:

                                       39


<PAGE>



                                 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO
                                 REGISTRATION RIGHTS AGREEMENT


HOLDERS:
                                     KRG CO-INVESTMENT, LLC



                                     By:________________________________________
                                        Name:
                                        Title:

                                       40


<PAGE>



                                 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO
                                 REGISTRATION RIGHTS AGREEMENT


HOLDERS:
                                     FMI INC.



                                     By:________________________________________
                                        Name:
                                        Title:

                                       41


<PAGE>



                                 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO
                                 REGISTRATION RIGHTS AGREEMENT


HOLDERS:
                                     -------------------------------------------
                                     Bobby Tsun

                                       42


<PAGE>



                                 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO
                                 REGISTRATION RIGHTS AGREEMENT


HOLDERS:
                                     -------------------------------------------
                                     Calvin M. Tseng

                                       43


<PAGE>



                                 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO
                                 REGISTRATION RIGHTS AGREEMENT


HOLDERS:
                                     -------------------------------------------
                                     Carlton W. Blair III

                                       44


<PAGE>



                                 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO
                                 REGISTRATION RIGHTS AGREEMENT


HOLDERS:
                                     -------------------------------------------
                                     Chao-Chieh Tseng

                                       45


<PAGE>



                                 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO
                                 REGISTRATION RIGHTS AGREEMENT


HOLDERS:
                                     -------------------------------------------
                                     Chen Bang Lee

                                       46


<PAGE>



                                 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO
                                 REGISTRATION RIGHTS AGREEMENT


HOLDERS:
                                     -------------------------------------------
                                     Chen Chi Chou

                                       47


<PAGE>



                                 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO
                                 REGISTRATION RIGHTS AGREEMENT


HOLDERS:
                                     -------------------------------------------
                                     Chen Min Wang

                                       48


<PAGE>



                                 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO
                                 REGISTRATION RIGHTS AGREEMENT


HOLDERS:
                                     -------------------------------------------
                                     Christopher Dombalis

                                       49


<PAGE>



                                 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO
                                 REGISTRATION RIGHTS AGREEMENT


HOLDERS:
                                     -------------------------------------------
                                     David I. Beatson

                                       50


<PAGE>



                                 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO
                                 REGISTRATION RIGHTS AGREEMENT


HOLDERS:
                                     -------------------------------------------
                                     Di Wang

                                       51


<PAGE>



                                 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO
                                 REGISTRATION RIGHTS AGREEMENT


HOLDERS:
                                     -------------------------------------------
                                     Di Wang


                                     -------------------------------------------
                                     Xiao Fei Guo

                                       52


<PAGE>



                                 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO
                                 REGISTRATION RIGHTS AGREEMENT


HOLDERS:
                                     -------------------------------------------
                                     Dominic Redfern

                                       53


<PAGE>



                                 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO
                                 REGISTRATION RIGHTS AGREEMENT


HOLDERS:
                                     -------------------------------------------
                                     Dong Wang

                                       54


<PAGE>



                                 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO
                                 REGISTRATION RIGHTS AGREEMENT


HOLDERS:
                                     -------------------------------------------
                                     Eric Teegelaar

                                       55


<PAGE>



                                 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO
                                 REGISTRATION RIGHTS AGREEMENT


HOLDERS:
                                     -------------------------------------------
                                     Feng Xiao

                                       56


<PAGE>



                                 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO
                                 REGISTRATION RIGHTS AGREEMENT


HOLDERS:
                                     -------------------------------------------
                                     Francisco A. De Leon, Jr.

                                       57


<PAGE>



                                 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO
                                 REGISTRATION RIGHTS AGREEMENT


HOLDERS:
                                     -------------------------------------------
                                     Gary R. Yetter


                                     -------------------------------------------
                                     Maureen M. Yetter

                                       58


<PAGE>



                                 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO
                                 REGISTRATION RIGHTS AGREEMENT


HOLDERS:
                                     -------------------------------------------
                                     George Chih Jung Chiu

                                       59


<PAGE>



                                 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO
                                 REGISTRATION RIGHTS AGREEMENT


HOLDERS:
                                     -------------------------------------------
                                     Grace Chu

                                       60


<PAGE>



                                 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO
                                 REGISTRATION RIGHTS AGREEMENT


HOLDERS:
                                     -------------------------------------------
                                     Gregory Desaye

                                       61


<PAGE>



                                 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO
                                 REGISTRATION RIGHTS AGREEMENT


HOLDERS:
                                     -------------------------------------------
                                     Herbert Ta Cheng Huang

                                       62


<PAGE>



                                 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO
                                 REGISTRATION RIGHTS AGREEMENT


HOLDERS:
                                     -------------------------------------------
                                     Hong The Luong

                                       63


<PAGE>



                                 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO
                                 REGISTRATION RIGHTS AGREEMENT


HOLDERS:
                                     -------------------------------------------
                                     Irene Ho

                                       64


<PAGE>



                                 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO
                                 REGISTRATION RIGHTS AGREEMENT


HOLDERS:
                                     -------------------------------------------
                                     J. Terence MacAvery

                                       65


<PAGE>



                                 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO
                                 REGISTRATION RIGHTS AGREEMENT


HOLDERS:
                                     -------------------------------------------
                                     James Madden

                                       66


<PAGE>



                                 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO
                                 REGISTRATION RIGHTS AGREEMENT


HOLDERS:
                                     -------------------------------------------
                                     James T. Deveau

                                       67


<PAGE>



                                 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO
                                 REGISTRATION RIGHTS AGREEMENT


HOLDERS:
                                     -------------------------------------------
                                     Jaumey Her

                                       68


<PAGE>



                                 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO
                                 REGISTRATION RIGHTS AGREEMENT


HOLDERS:
                                     -------------------------------------------
                                     Jen-Huan Tsai

                                       69


<PAGE>



                                 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO
                                 REGISTRATION RIGHTS AGREEMENT


HOLDERS:
                                     -------------------------------------------
                                     Jenny S. Cheng

                                       70


<PAGE>



                                 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO
                                 REGISTRATION RIGHTS AGREEMENT


HOLDERS:
                                     -------------------------------------------
                                     Jerry Jr. Dong

                                       71


<PAGE>



                                 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO
                                 REGISTRATION RIGHTS AGREEMENT


HOLDERS:
                                     -------------------------------------------
                                     Jonathan Huang

                                       72


<PAGE>



                                 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO
                                 REGISTRATION RIGHTS AGREEMENT


HOLDERS:
                                     -------------------------------------------
                                     Joseph Desaye

                                       73


<PAGE>



                                 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO
                                 REGISTRATION RIGHTS AGREEMENT


HOLDERS:
                                     -------------------------------------------
                                     Karen Ka Ying Chan

                                       74


<PAGE>



                                 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO
                                 REGISTRATION RIGHTS AGREEMENT


HOLDERS:
                                     -------------------------------------------
                                     King L. Chung

                                       75


<PAGE>



                                 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO
                                 REGISTRATION RIGHTS AGREEMENT


HOLDERS:
                                     -------------------------------------------
                                     Kit Ching Chang

                                       76


<PAGE>



                                 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO
                                 REGISTRATION RIGHTS AGREEMENT


HOLDERS:
                                     -------------------------------------------
                                     Kun-Tai Chen

                                       77


<PAGE>



                                 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO
                                 REGISTRATION RIGHTS AGREEMENT


HOLDERS:
                                     -------------------------------------------
                                     Lauren M. Parnell

                                       78


<PAGE>



                                 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO
                                 REGISTRATION RIGHTS AGREEMENT


HOLDERS:
                                     -------------------------------------------
                                     Lin-Yun Wu

                                       79


<PAGE>



                                 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO
                                 REGISTRATION RIGHTS AGREEMENT


HOLDERS:
                                     -------------------------------------------
                                     Luz Maria Hernandez

                                       80


<PAGE>



                                 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO
                                 REGISTRATION RIGHTS AGREEMENT


HOLDERS:
                                     -------------------------------------------
                                     Marc S. Theobald

                                       81


<PAGE>



                                 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO
                                 REGISTRATION RIGHTS AGREEMENT


HOLDERS:
                                     -------------------------------------------
                                     Matthew Ray Cull

                                       82


<PAGE>



                                 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO
                                 REGISTRATION RIGHTS AGREEMENT


HOLDERS:
                                     -------------------------------------------
                                     Mi Tracy Lee

                                       83


<PAGE>



                                 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO
                                 REGISTRATION RIGHTS AGREEMENT


HOLDERS:
                                     -------------------------------------------
                                     Michael Desaye

                                       84


<PAGE>



                                 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO
                                 REGISTRATION RIGHTS AGREEMENT


HOLDERS:
                                     -------------------------------------------
                                     Nancy L. Pinto

                                       85


<PAGE>



                                 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO
                                 REGISTRATION RIGHTS AGREEMENT


HOLDERS:
                                     -------------------------------------------
                                     Neil Devine

                                       86


<PAGE>



                                 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO
                                 REGISTRATION RIGHTS AGREEMENT


HOLDERS:
                                     -------------------------------------------
                                     Noam J. Rubinstein

                                       87


<PAGE>



                                 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO
                                 REGISTRATION RIGHTS AGREEMENT


HOLDERS:
                                     -------------------------------------------
                                     Pa Lin Cheng

                                       88


<PAGE>



                                 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO
                                 REGISTRATION RIGHTS AGREEMENT


HOLDERS:
                                     -------------------------------------------
                                     Paul L. Shahbazian

                                       89


<PAGE>



                                 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO
                                 REGISTRATION RIGHTS AGREEMENT


HOLDERS:
                                     -------------------------------------------
                                     Paul A. Windfield

                                       90


<PAGE>



                                 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO
                                 REGISTRATION RIGHTS AGREEMENT


HOLDERS:
                                     -------------------------------------------
                                     Peter A. Stone

                                       91


<PAGE>



                                 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO
                                 REGISTRATION RIGHTS AGREEMENT


HOLDERS:
                                     -------------------------------------------
                                     Peter Klaver

                                       92


<PAGE>



                                 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO
                                 REGISTRATION RIGHTS AGREEMENT


HOLDERS:
                                     -------------------------------------------
                                     Raymer McQuiston

                                       93


<PAGE>



                                 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO
                                 REGISTRATION RIGHTS AGREEMENT


HOLDERS:
                                     -------------------------------------------
                                     Richard Shannon

                                       94


<PAGE>



                                 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO
                                 REGISTRATION RIGHTS AGREEMENT


HOLDERS:
                                     -------------------------------------------
                                     Robert Agresti

                                       95


<PAGE>



                                 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO
                                 REGISTRATION RIGHTS AGREEMENT


HOLDERS:
                                     -------------------------------------------
                                     Robert Hsiang Lin Wu

                                       96


<PAGE>



                                 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO
                                 REGISTRATION RIGHTS AGREEMENT


HOLDERS:
                                     -------------------------------------------
                                     Robert J. O'Neill

                                       97


<PAGE>



                                 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO
                                 REGISTRATION RIGHTS AGREEMENT


HOLDERS:
                                     -------------------------------------------
                                     Robert Yen-Chin Lee

                                       98


<PAGE>



                                 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO
                                 REGISTRATION RIGHTS AGREEMENT


HOLDERS:
                                     -------------------------------------------
                                     Rui Juan Huang

                                       99


<PAGE>



                                 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO
                                 REGISTRATION RIGHTS AGREEMENT


HOLDERS:
                                     -------------------------------------------
                                     Samantha Scott Hannigan

                                      100


<PAGE>



                                 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO
                                 REGISTRATION RIGHTS AGREEMENT


HOLDERS:
                                     -------------------------------------------
                                     Ta-Chung Han

                                      101


<PAGE>



                                 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO
                                 REGISTRATION RIGHTS AGREEMENT


HOLDERS:
                                     -------------------------------------------
                                     Tammy Liu

                                      102


<PAGE>



                                 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO
                                 REGISTRATION RIGHTS AGREEMENT


HOLDERS:
                                     -------------------------------------------
                                     Thomas Scott Heiman

                                      103


<PAGE>



                                 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO
                                 REGISTRATION RIGHTS AGREEMENT


HOLDERS:
                                     -------------------------------------------
                                     Tiffany H. Lam

                                      104


<PAGE>



                                 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO
                                 REGISTRATION RIGHTS AGREEMENT


HOLDERS:
                                     -------------------------------------------
                                     Tracy-Ann Fitzpatrick

                                      105


<PAGE>



                                 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO
                                 REGISTRATION RIGHTS AGREEMENT


HOLDERS:
                                     -------------------------------------------
                                     Tsung-Ning Mao

                                       106


<PAGE>



                                 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO
                                 REGISTRATION RIGHTS AGREEMENT


HOLDERS:
                                     -------------------------------------------
                                     Tuong T. Ho

                                      107


<PAGE>



                                 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO
                                 REGISTRATION RIGHTS AGREEMENT


HOLDERS:
                                     -------------------------------------------
                                     Valentina R.L. Huang

                                      108


<PAGE>



                                 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO
                                 REGISTRATION RIGHTS AGREEMENT


HOLDERS:
                                     -------------------------------------------
                                     William J. Coogan

                                      109


<PAGE>



                                 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO
                                 REGISTRATION RIGHTS AGREEMENT


HOLDERS:
                                     -------------------------------------------
                                     William R. Knight

                                      110


<PAGE>



                                 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO
                                 REGISTRATION RIGHTS AGREEMENT


HOLDERS:
                                     -------------------------------------------
                                     Ya-Hsiung Wang (James Wang)

                                      111


<PAGE>



                                 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO
                                 REGISTRATION RIGHTS AGREEMENT


HOLDERS:
                                     -------------------------------------------
                                     Yao Hang Chen Philip

                                      112


<PAGE>



                                 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO
                                 REGISTRATION RIGHTS AGREEMENT


HOLDERS:
                                     -------------------------------------------
                                     Ying-Chen Chou

                                      113


<PAGE>



                                 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO
                                 REGISTRATION RIGHTS AGREEMENT


HOLDERS:
                                     -------------------------------------------
                                     Yong Jian Zhang


                                     -------------------------------------------
                                     Ruixia Liang

                                      114


<PAGE>



                                 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO
                                 REGISTRATION RIGHTS AGREEMENT


HOLDERS:
                                     -------------------------------------------
                                     Zheng Cui

                                      115