EX-4.15

                                 FORM OF WARRANT

NEITHER THE ISSUANCE AND SALE OF THE SECURITIES  REPRESENTED BY THIS CERTIFICATE
NOR THE  SECURITIES  INTO  WHICH  THESE  SECURITIES  ARE  EXERCISABLE  HAVE BEEN
REGISTERED  UNDER THE  SECURITIES ACT OF 1933, AS AMENDED,  OR APPLICABLE  STATE
SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE,  SOLD,  TRANSFERRED
OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE  REGISTRATION  STATEMENT  FOR
THE SECURITIES  UNDER THE SECURITIES ACT OF 1933, AS AMENDED,  OR (B) AN OPINION
OF COUNSEL,  IN A GENERALLY  ACCEPTABLE FORM, THAT  REGISTRATION IS NOT REQUIRED
UNDER SAID ACT OR (II) UNLESS SOLD  PURSUANT TO RULE 144 OR RULE 144A UNDER SAID
ACT.  NOTWITHSTANDING  THE  FOREGOING,  SUBJECT TO  COMPLIANCE  WITH  APPLICABLE
SECURITIES  LAWS, THE  SECURITIES MAY BE PLEDGED IN CONNECTION  WITH A BONA FIDE
MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.
ANY  TRANSFEREE  OF THIS  WARRANT  SHOULD  CAREFULLY  REVIEW  THE  TERMS OF THIS
WARRANT, INCLUDING SECTION 6(D) HEREOF.

                          SUMMIT GLOBAL LOGISTICS, INC.

                        WARRANT TO PURCHASE COMMON STOCK


Warrant No.: WB-___
Initial Number of Shares of Common Stock:   _____________


Date of Issuance: May 11, 2007 ("ISSUANCE DATE")

          Summit Global Logistics, Inc. a Delaware corporation, formerly know as
Aerobic  Creations,  Inc (the  "COMPANY"),  hereby  certifies that, for good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged,  [BUYER],  the registered  holder hereof or its permitted  assigns
(the "HOLDER"),  is entitled,  subject to the terms set forth below, to purchase
from the Company,  at the Exercise Price (as defined below) then in effect, upon
surrender of this Warrant to Purchase  Common Stock  (including  any Warrants to
Purchase Common Stock issued in exchange,  transfer or replacement  hereof,  the
"WARRANT"),  at any time or times on or after the Issuance  Date,  but not after
11:59 P.M., New York time, on the Expiration  Date (as defined below) fully paid
nonassessable  shares of Common Stock (as defined below) (the "WARRANT SHARES").
Except as otherwise defined herein, capitalized terms in this Warrant shall have
the  meanings  set forth in Section 15. This  Warrant is one of the  Warrants to
purchase Common Stock (the "SPA  WARRANTS")  issued pursuant to Section 1 in the
Second  Closing  of  that  certain  Securities  Purchase  Agreement  (Notes  and
Warrants),  dated as of November 8, 2006,,  by and among  Maritime  Logistics US
Holdings Inc., the Company  (pursuant to that certain Joinder Agreement dated as
of the date hereof) and the buyers (the "BUYERS") referred to therein as amended
pursuant to the Second Amendment to Securities Purchase

<PAGE>

Agreement  (Notes And Warrants) And First  Amendment to Joinder  Agreement dated
May __, 2007 (the "SECURITIES PURCHASE AGREEMENT").

     1. EXERCISE OF WARRANT.

          (a) MECHANICS OF EXERCISE.  Subject to the terms and conditions hereof
(including, without limitation, the limitations set forth in Section 1(f)), this
Warrant may be exercised by the Holder on any day on or after the Issuance Date,
in whole or in part, by (i) delivery of a written  notice,  in the form attached
hereto  as  EXHIBIT A (the  "EXERCISE  NOTICE"),  of the  Holder's  election  to
exercise  this Warrant and (ii) (A) payment to the Company of an amount equal to
the applicable  Exercise Price  multiplied by the number of Warrant Shares as to
which this Warrant is being exercised (the "AGGREGATE  EXERCISE  PRICE") in cash
or by wire  transfer of  immediately  available  funds or (B) by  notifying  the
Company that this Warrant is being exercised pursuant to a Cashless Exercise (as
defined in  Section  1(d)).  The Holder  shall not be  required  to deliver  the
original  Warrant  in order to  effect  an  exercise  hereunder.  Execution  and
delivery of the  Exercise  Notice  with  respect to less than all of the Warrant
Shares shall have the same effect as  cancellation  of the original  Warrant and
issuance of a new Warrant  evidencing the right to purchase the remaining number
of Warrant  Shares.  On or before the first  Business Day  following the date on
which the Company has  received  each of the Exercise  Notice and the  Aggregate
Exercise  Price (or  notice of a  Cashless  Exercise)  (the  "EXERCISE  DELIVERY
DOCUMENTS"),  the Company  shall  transmit by  facsimile  an  acknowledgment  of
confirmation of receipt of the Exercise Delivery Documents to the Holder and the
Company's transfer agent (the "TRANSFER AGENT"). On or before the third Business
Day  following  the date on which the Company has  received  all of the Exercise
Delivery Documents (the "SHARE DELIVERY DATE"), the Company shall (X) if legends
are not required to be placed on  certificates  of Common Stock  pursuant to the
Securities Purchase Agreement, provided that the Transfer Agent is participating
in The  Depository  Trust Company  ("DTC") Fast  Automated  Securities  Transfer
Program,  and provided,  further,  that the Holder is eligible to receive shares
through DTC, credit such aggregate number of shares of Common Stock to which the
Holder is entitled  pursuant to such exercise to the Holder's or its  designee's
balance account with DTC through its Deposit Withdrawal Agent Commission System,
or (Y) if the  Transfer  Agent is not  participating  in the DTC Fast  Automated
Securities  Transfer  Program or the Holder is not  eligible  to receive  shares
through DTC, issue and dispatch by overnight courier to the address as specified
in the  Exercise  Notice,  a  certificate,  registered  in the  Company's  share
register in the name of the Holder or its designee,  for the number of shares of
Common  Stock to which the Holder is  entitled  pursuant to such  exercise.  The
Holder  undertakes that whenever the Company credits  securities as set forth in
clause  (X) of the  preceding  sentence,  (A) upon  receipt  of notice  from the
Company  that the  applicable  registration  statement  is not, or no longer is,
effective  in  respect  of the resale of such  securities,  the Holder  will not
transfer such securities (other than (I) in connection with a transfer,  wherein
the  Holder  provides  Company  with  an  opinion  of  counsel,  in a  generally
acceptable  form,  to  the  effect  that  such  transfer  may  be  made  without
registration  under the  applicable  requirements  of the 1933 Act,  or (II) the
Holder  provides  Company with  reasonable  assurances  that the transfer may be
effected  pursuant  to Rule 144 or Rule 144A)  until the  Company  notifies  the
Holder that the applicable registration statement becomes effective (again), and
(B) the Holder shall indemnify and hold the Company  harmless  against any claim
of  securities  laws  violations  in respect of the  transfer (in respect of any
transfers  made by such Holder  after the  receipt of the first  notice from the
Company  provided for in clause (A) of this sentence but prior to the receipt of
the second notice from the Company provided for in clause


                                      -2-

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(A) of this  sentence)  by the Holder of any security as to which such credit at
DTC has been  effected.  Upon  delivery of the  Exercise  Delivery  Documents or
notification to the Company of a Cashless  Exercise referred to in Section 1(d),
the Holder shall be deemed for all corporate  purposes to have become the holder
of record of the  Warrant  Shares in  respect  of which  this  Warrant  has been
exercised,  irrespective  of the date such  Warrant  Shares are  credited to the
Holder's DTC account or the date of delivery of the certificates evidencing such
Warrant  Shares,  as the case may be. If this Warrant is submitted in connection
with any exercise pursuant to this Section 1(a) and the number of Warrant Shares
represented by this Warrant submitted for exercise is greater than the number of
Warrant Shares being  acquired upon an exercise,  then the Company shall as soon
as  practicable  and in no event  later than three (3)  Business  Days after any
exercise  (the  "WARRANT  DELIVERY  DATE") and at its own  expense,  issue a new
Warrant (in accordance with Section 6(d)) representing the right to purchase the
number of Warrant Shares  purchasable  immediately  prior to such exercise under
this Warrant, less the number of Warrant Shares in respect of which this Warrant
is  exercised.  No  fractional  shares of Common Stock are to be issued upon the
exercise of this Warrant,  but rather the number of shares of Common Stock to be
issued shall be rounded up to the nearest  whole  number.  The Company shall pay
any and all taxes, including without limitation, all documentary stamp, transfer
or similar taxes, or other  incidental  expense that may be payable with respect
to the issuance and delivery of Warrant Shares upon exercise of this Warrant.

          (b) EXERCISE  PRICE.  For purposes of this Warrant,  "EXERCISE  PRICE"
means $5.50, per share of Common Stock, as adjusted as provided herein.

          (c) COMPANY'S  FAILURE TO TIMELY DELIVER  SECURITIES.  If within three
(3) Trading Days after the Company's  receipt of the facsimile  copy of Exercise
Delivery Documents, the Company fails to (x) issue and deliver a certificate for
that  number  of shares of Common  Stock to which  the  Holder is  entitled  and
register  such  shares of Common  Stock on the  Company's  share  register or to
credit the Holder's  balance account with DTC for the number of shares of Common
Stock to which  the  Holder is  entitled  upon such  Holder's  exercise  of this
Warrant or (y) issue and  deliver to the Holder by the Warrant  Delivery  Date a
new  Warrant  for the number of shares of Common  Stock to which such  Holder is
entitled  pursuant to Section 2(a)  hereof,  and if on or after such Trading Day
the Holder  purchases (in an open market  transaction  or  otherwise)  shares of
Common  Stock to  deliver in  satisfaction  of a sale by the Holder of shares of
Common Stock issuable upon such exercise that the Holder  anticipated  receiving
from the Company (a "BUY-IN"), then the Company shall, within three (3) Business
Days after the Holder's request and in the Holder's  discretion,  either (i) pay
cash to the  Holder in an amount  equal to the  Holder's  total  purchase  price
(including  brokerage  commissions,  if any) for the  shares of Common  Stock so
purchased  (the "BUY-IN  PRICE"),  at which point the  Company's  obligation  to
deliver  such  certificate  (and to issue  such  shares of Common  Stock)  shall
terminate,  or (ii)  promptly  honor its  obligation  to deliver to the Holder a
certificate  or  certificates  representing  such  shares of Common  Stock or if
legends are not required to be placed on  certificates  of Common Stock pursuant
to the  Securities  Purchase  Agreement,  provided  that the  Transfer  Agent is
participating  in DTC  Fast  Automated  Securities  Transfer  Program,  upon the
request of the Holder,  credit such aggregate  number of Warrant Shares to which
the  Holder  is  entitled  pursuant  to such  exercise  to the  Holder's  or its
designee's  balance  account  with DTC  through  its  Deposit  Withdrawal  Agent
Commission  system and pay cash to the  Holder in an


                                      -3-

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amount  equal to the excess (if any) of the Buy-In Price over the product of (A)
such  number of shares of Common  Stock,  times (B) the Closing Bid Price on the
date of exercise.

          (d) CASHLESS  EXERCISE.  Notwithstanding  anything contained herein to
the contrary, if a Registration Statement or Demand Registration Statement (each
as defined in the Registration  Rights  Agreement) for the resale of the Warrant
Shares that are the subject of the  Exercise  Notice (the  "UNAVAILABLE  WARRANT
SHARES") (i) has not become effective by the Effectiveness  Deadline (as defined
in the  Registration  Rights  Agreement),  or  (ii)  is not  available  due to a
Maintenance  Failure (as defined in the Registration  Rights Agreement) that has
continued for more than three  consecutive  Trading Days,  then,  until the date
that a Registration  Statement or Demand Registration Statement is available for
the resale of such  Unavailable  Warrant  Shares,  the Holder  may,  in its sole
discretion, exercise this Warrant in whole or in part and, in lieu of making the
cash payment otherwise  contemplated to be made to the Company in respect of the
Unavailable  Warrant  Shares,  upon such  exercise  in payment of the  Aggregate
Exercise Price,  elect instead to receive upon such exercise the "Net Number" of
shares  of  Common  Stock  determined  according  to the  following  formula  (a
"CASHLESS EXERCISE")

        Net Number = (A x B) - (A x C)
                     -----------------
                             B

               For purposes of the foregoing formula:

                      A= the total  number of shares in  respect  of which  this
                      Warrant is then being exercised.

                      B= the  Closing  Sale Price of the shares of Common  Stock
                      (as reported by Bloomberg) on the Trading Day  immediately
                      preceding the date of the Exercise Notice.

                      C= the  Exercise  Price then in effect for the  applicable
                      Warrant Shares at the time of such exercise.

          (e) DISPUTES.  In the case of a dispute as to the determination of the
Exercise Price or the arithmetic  calculation of the Warrant Shares, the Company
shall  promptly  issue to the Holder the number of Warrant  Shares  that are not
disputed and resolve such dispute in accordance with Section 12.

          (f) LIMITATIONS ON EXERCISES

               (i)  BENEFICIAL  OWNERSHIP.  The  Company  shall not  effect  the
          exercise of this  Warrant,  and the Holder shall not have the right to
          exercise this Warrant,  to the extent that after giving effect to such
          exercise,  such Person (together with such Person's  affiliates) would
          beneficially own in excess of 9.99% (the "MAXIMUM  PERCENTAGE") of the
          number of shares of Common Stock outstanding  immediately after giving
          effect to such exercise.  For purposes of the foregoing sentence,  the
          aggregate number of shares of Common Stock  beneficially owned by such
          Person and its affiliates shall include the number of shares of Common
          Stock issuable


                                      -4-

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          upon exercise of this Warrant with respect to which the  determination
          of such sentence is being made, but shall exclude the number of shares
          of Common  Stock  which  would be  issuable  upon (i)  exercise of the
          remaining,  unexercised portion of this Warrant  beneficially owned by
          such Person and its  affiliates and (ii) exercise or conversion of the
          unexercised  or  unconverted  portion of any other  securities  of the
          Company   beneficially   owned  by  such  Person  and  its  affiliates
          (including,  without limitation,  any convertible notes or convertible
          preferred stock or warrants)  subject to a limitation on conversion or
          exercise analogous to the limitation  contained herein.  Except as set
          forth in the  preceding  sentence,  for  purposes  of this  paragraph,
          beneficial  ownership  shall be calculated in accordance  with Section
          13(d)  of  the  Securities  Exchange  Act of  1934,  as  amended  (the
          "EXCHANGE  ACT").  For purposes of this Warrant,  in  determining  the
          number of outstanding  shares of Common Stock,  the Holder may rely on
          the number of  outstanding  shares of Common Stock as reflected in (1)
          the  Company's  most recent Form 10-K,  Form 10-KSB,  Form 10-Q,  Form
          10-QSB,  Current  Report on Form 8-K or other  public  filing with the
          Securities  and  Exchange  Commission,  as the case may be, (2) a more
          recent  public  announcement  by the Company or (3) any other  written
          notice by the Company or the Transfer  Agent  setting forth the number
          of shares of Common  Stock  outstanding.  For any  reason at any time,
          upon the  written or oral  request of the Holder,  the  Company  shall
          within one  Business  Day confirm  orally and in writing to the Holder
          the number of shares of Common  Stock then  outstanding.  In any case,
          the number of  outstanding  shares of Common Stock shall be determined
          after giving effect to the conversion or exercise of securities of the
          Company,  including the SPA Notes and the SPA Warrants,  by the Holder
          and  its  affiliates  since  the  date  as of  which  such  number  of
          outstanding shares of Common Stock was reported.  By written notice to
          the Company, the Holder may from time to time increase or decrease the
          Maximum  Percentage  to any  other  percentage  not in excess of 9.99%
          specified in such notice; provided that (i) any such increase will not
          be  effective  until the  sixty-first  (61st) day after such notice is
          delivered to the Company,  and (ii) any such increase or decrease will
          apply only to the Holder and not to any other holder of SPA Warrants.

               (ii)  PRINCIPAL  MARKET  REGULATION.  The  Company  shall  not be
          obligated  to issue any shares of Common  Stock upon  exercise of this
          Warrant,  and the Holder of this  Warrant  shall not have the right to
          receive upon exercise of this Warrant any shares of Common  Stock,  if
          the issuance of such shares of Common Stock would exceed the aggregate
          number of shares of Common  Stock  which the  Company  may issue  upon
          conversion  or  exercise,  as  applicable,  of the SPA  Notes  and SPA
          Warrants without  breaching the Company's  obligations under the rules
          or regulations of the applicable Eligible Market (the number of shares
          which may be issued without violating such rules and regulations,  the
          "EXCHANGE  CAP"),  except that such limitation  shall not apply in the
          event that the Company (A) obtains the approval of its stockholders as
          required by the applicable rules of such Eligible Market for issuances
          of shares of Common  Stock in excess of such  amount or (B)  obtains a
          written opinion from outside counsel to the Company that such approval
          is not required, which opinion shall be reasonably satisfactory to


                                      -5-

<PAGE>


          the  Required  Holders.  Unless  and until  such  approval  or written
          opinion is obtained,  no Buyer shall be issued in the aggregate,  upon
          conversion or exercise or otherwise,  as  applicable,  of SPA Notes or
          SPA  Warrants,  shares of Common  Stock in an amount  greater than the
          difference  of (A) the product of the  Exchange  Cap  multiplied  by a
          fraction  the  numerator  of which is the  total  number  of shares of
          Common  Stock  issuable  to such Buyer upon the  exercise  of all such
          Buyer's SPA Warrants and the  conversion or all such Buyer's SPA Notes
          and the  denominator  of which is the total number of shares of Common
          Stock  issuable  upon  the  exercise  of  all  the  SPA  Warrants  and
          conversion of all the SPA Notes minus (B)(ii) the aggregate  number of
          (x)  Conversion  Shares that have been issued to such Holder  prior to
          such time upon conversion of any SPA Notes and (y) Warrant Shares that
          have been  issued to such Holder  prior to such time upon  exercise of
          any  SPA  Warrants  (in  respect  of each  Buyer,  the  "EXCHANGE  CAP
          ALLOCATION").  In the event  that any Buyer  shall  sell or  otherwise
          transfer any of such Buyer's SPA  Warrants,  the  transferee  shall be
          allocated a pro rata portion of such Buyer's  Exchange Cap Allocation,
          and  the  restrictions  of the  prior  sentence  shall  apply  to such
          transferee  with respect to the portion of the Exchange Cap Allocation
          allocated  to such  transferee.  In the event  that any  holder  shall
          exercise all of such  holder's SPA Warrants into a number of shares of
          Common  Stock  which,  in the  aggregate,  is less than such  holder's
          Exchange Cap  Allocation,  then the  difference  between such holder's
          Exchange  Cap  Allocation  and the  number of  shares of Common  Stock
          actually  issued to such holder shall be  allocated to the  respective
          Exchange Cap Allocations of the remaining holders of SPA Warrants on a
          pro rata basis in proportion to the aggregate number of Warrant Shares
          and Conversion  Shares  issuable upon exercise of the SPA Warrants and
          conversion of the SPA Notes (at the then prevailing conversion price),
          if  any,  then  held  by  each  such  holder,  without  regard  to any
          limitations on conversion or excercise.

     2. ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES.  The Exercise
Price and the number of Warrant  Shares  shall be adjusted  from time to time as
follows:

          (a)  ADJUSTMENT  UPON  ISSUANCE  OF  SHARES OF  COMMON  STOCK.  If and
whenever  on or after the  Issuance  Date,  the Company  issues or sells,  or in
accordance  with this Section 2(a) is deemed to have issued or sold,  any shares
of Common Stock (including,  without limitation,  the issuance or sale of shares
of Common  Stock  owned or held by or for the  account  of the  Company  and the
issuance of any shares of Common  Stock,  Options or  Convertible  Securities in
exchange for any  non-convertible  security such as a non-convertible  note, but
excluding  Excluded  Securities  or shares of Common  Stock  deemed to have been
issued or sold by the Company in connection with any Excluded  Securities) for a
consideration  per  share  (the "NEW  ISSUANCE  PRICE")  less than a price  (the
"APPLICABLE  PRICE") equal to the Exercise Price in effect  immediately prior to
such  issue or sale or  deemed  issuance  or sale  (the  foregoing  a  "DILUTIVE
ISSUANCE"),  then,  (x) in the event of a Dilutive  Issuance  on or prior to the
first  anniversary  of the Issuance  Date,  the Exercise  Price in effect at the
opening of business on the day next  following  such Dilutive  Issuance shall be
adjusted  to equal the New  Issuance  Price,  and (y) in the event of a Dilutive
Issuance  anytime  following the first  anniversary  of the Issuance  Date,  the
Exercise  Price in effect at the opening of  business on the day next  following
such


                                      -6-

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Dilutive  Issuance shall be reduced to an amount equal to the product of (A) the
Exercise Price in effect immediately prior to such Dilutive Issuance and (B) the
quotient  determined  by  dividing  (1) the sum of (I) the  product  derived  by
multiplying  the Exercise  Price in effect  immediately  prior to such  Dilutive
Issuance and the number of shares of Common Stock Deemed Outstanding immediately
prior to such Dilutive Issuance plus (II) the consideration, if any, received by
the  Company  upon  such  Dilutive  Issuance,  by (2)  the  product  derived  by
multiplying (I) the Exercise Price in effect  immediately prior to such Dilutive
Issuance  by (II) the  number  of  shares of  Common  Stock  Deemed  Outstanding
immediately after such Dilutive Issuance.  In determining  whether any shares of
Common  Stock are  issued or  issuable,  or  Convertible  Securities  or Options
entitle  the  Holders of SPA  Warrants to  subscribe  for or purchase  shares of
Common Stock at less than such Exercise Price, there shall be taken into account
any consideration  received by the Company upon issuance of any such securities,
the  conversion  of any such  Convertible  Securities  and upon exercise of such
Options the value of such consideration, if other than cash, to be determined in
good faith by the board of directors  of the Company (the "BOARD OF  DIRECTORS")
in the  exercise  of their  fiduciary  duty.  Upon each such  adjustment  of the
Exercise Price hereunder,  the number of Warrant Shares shall be adjusted to the
number of shares of Common Stock determined by multiplying the Exercise Price in
effect  immediately  prior to such  adjustment  by the number of Warrant  Shares
acquirable  upon exercise of this Warrant  immediately  prior to such adjustment
and  dividing  the product  thereof by the Exercise  Price  resulting  from such
adjustment.

          (b) ADJUSTMENT UPON SUBDIVISION OR COMBINATION OF COMMON STOCK. If and
whenever on or after the Issuance Date, the Company (A) pays a dividend or makes
a  distribution  payable  in shares  of  Common  Stock on any class of shares of
capital stock of the Company,  (B) subdivides its  outstanding  shares of Common
Stock into a greater number of shares,  (C) combines its  outstanding  shares of
Common Stock into a smaller number of shares or (D) issues any shares of capital
stock by  reclassification of its shares of Common Stock, then, and in each such
case,  (X) the  aggregate  number of Warrant  Shares  for which this  Warrant is
exercisable (the "WARRANT SHARE NUMBER")  immediately  prior to such event shall
be adjusted (and any other appropriate actions shall be taken by the Company) so
that the  Warrant  Holder  shall be entitled  to receive  upon  exercise of this
Warrant the number of shares of Common Stock or other  securities of the Company
that it would  have  owned or would have been  entitled  to  receive  upon or by
reason of any of the events  described  above,  had this Warrant been  exercised
immediately  prior to the  occurrence  of such event and (Y) the Exercise  Price
payable upon the exercise of this Warrant shall be adjusted by multiplying  such
Exercise Price immediately prior to such adjustment by a fraction, the numerator
of which shall be the number of Warrant  Shares  issuable  upon the  exercise of
this Warrant immediately prior to such adjustment,  and the denominator of which
shall be the  number of  Warrant  Shares  issuable  immediately  thereafter.  An
adjustment  made pursuant to this Section 2 shall become  effective  immediately
upon the opening of business on the day next  following the record date (subject
to Section  2(e)  below) in the case of a  dividend  or  distribution  and shall
become  effective  immediately  upon the  opening  of  business  on the day next
following  the  effective  date in the  case of a  subdivision,  combination  or
reclassification.

          (c) OTHER EVENTS.  If any event occurs of the type contemplated by the
provisions of this Section 2 but not expressly  provided for by such  provisions
(including,  without  limitation,  the  granting of stock  appreciation  rights,
phantom  stock rights or other rights with


                                      -7-

<PAGE>


equity  features  other than Excluded  Securities),  then the Board of Directors
will make an  appropriate  adjustment  in the  Exercise  Price and the number of
Warrant Shares so as to protect the rights of the Holder;  provided that no such
adjustment  pursuant to this  Section 2(c) will  increase the Exercise  Price or
decrease the number of Warrant Shares as otherwise  determined  pursuant to this
Section 2.

          (d)  NOTICE OF  ADJUSTMENT.  Upon the  occurrence  of any event  which
requires any  adjustment  or  readjustment  of the  Exercise  Price or change in
number or type of stock, securities and/or other property issuable upon exercise
of this Warrant,  then,  and in each such case,  the Company shall  promptly (i)
file with the Transfer Agent an officer's certificate setting forth the adjusted
Exercise Price after such  adjustment and setting forth a brief statement of the
facts requiring such adjustment,  which certificate shall be conclusive evidence
of the correctness of such adjustment  absent manifest error, (ii) make a public
announcement of such adjustment or readjustment and (iii) give notice thereof to
the holder hereof,  which notice shall state the adjusted  Exercise  Price,  any
change in the number or type of stock, securities and/or other property issuable
upon exercise of this Warrant,  setting forth in reasonable detail the method of
calculation and the facts upon which such calculation is based and the effective
date of such adjustment.

          (e) No adjustment in the Exercise Price shall be required  unless such
adjustment would require a cumulative  decrease of at least $0.01 in such price;
PROVIDED, HOWEVER, that any adjustments that by reason of this Section 2 are not
required  to be made shall be  carried  forward  and taken  into  account in any
subsequent adjustment until made. All calculations under this Section 2(e) shall
be made to the nearest cent (with $0.005 being rounded upward) or to the nearest
one-tenth of a share (with 0.05 of a share being  rounded  upward),  as the case
may be.

          (f) In any case in which Section 2 provides  that an adjustment  shall
become  effective on the day next  following  the record date for an event,  the
Company may without  penalty defer until the occurrence of such event issuing to
the Holders of any SPA Warrants  exercised after such record date and before the
occurrence  of such event the  additional  shares of Common Stock  issuable upon
such exercise by reason of the adjustment  required by such event over and above
the shares of Common Stock issuable upon such conversion before giving effect to
such adjustment.

          (g) If any  action or  transaction  would  require  adjustment  of the
Exercise  Price pursuant to more than one subsection of this Section 2, only one
adjustment  shall be made, and such adjustment shall be the amount of adjustment
that has the highest absolute value.

     3. PURCHASE RIGHTS; FUNDAMENTAL TRANSACTIONS.

          (a)  PURCHASE  RIGHTS.  In  addition  to any  adjustments  pursuant to
Section 2 above, if at any time the Company grants, issues or sells any Options,
Convertible  Securities  or rights to purchase  stock,  warrants,  securities or
other  property pro rata to the record  holders of any class of shares of Common
Stock (the "PURCHASE RIGHTS"), then the Holder will be entitled to acquire, upon
the terms  applicable to such Purchase  Rights,  the aggregate  Purchase  Rights
which the Holder could have acquired if the Holder had held the number of shares
of Common


                                      -8-

<PAGE>


Stock  acquirable upon complete  exercise of this Warrant (without regard to any
limitations  on the  exercise of this  Warrant)  immediately  before the date on
which a record is taken for the grant, issuance or sale of such Purchase Rights,
or, if no such  record is taken,  the date as of which  the  record  holders  of
shares of Common Stock are to be determined for the grant, issue or sale of such
Purchase Rights.

          (b)  FUNDAMENTAL  TRANSACTIONS.  If, at any time while this Warrant is
outstanding there is a Fundamental  Transaction,  then the Holder shall have the
right thereafter to receive,  upon exercise of this Warrant, the same amount and
kind of  securities,  cash or property as it would have been entitled to receive
upon the occurrence of such Fundamental  Transaction if it had been, immediately
prior to such  Fundamental  Transaction,  the  holder of the  number of  Warrant
Shares then  issuable  upon  exercise in full of this  Warrant  (the  "ALTERNATE
CONSIDERATION").  For purposes of any such exercise,  the  determination  of the
Exercise  Price  shall be  appropriately  adjusted  to  apply to such  Alternate
Consideration based on the amount of Alternate Consideration issuable in respect
of one share of Common Stock in such  Fundamental  Transaction,  and the Company
shall  apportion  the  Exercise  Price among the  Alternate  Consideration  in a
reasonable manner  reflecting the relative value of any different  components of
the Alternate Consideration.  If holders of Common Stock are given any choice as
to the securities, cash or property to be received in a Fundamental Transaction,
then the Holder shall be given the same choice as to the Alternate Consideration
it  receives  upon any  exercise  of this  Warrant  following  such  Fundamental
Transaction.  At the Holder's option and request made prior to the  consummation
of a Fundamental  Transaction,  any successor to the Company or surviving entity
in such  Fundamental  Transaction  shall,  either  (1) issue to the Holder a new
warrant  substantially  in the  form of this  Warrant  and  consistent  with the
foregoing provisions and evidencing the Holder's right to purchase the Alternate
Consideration for the aggregate Exercise Price upon exercise thereof,  or (2) in
the event that the amount of the Alternate  Consideration  issuable per share of
Common Stock in such  Fundamental  Transaction  is less than or equal to 120% of
the Exercise  Price,  purchase the Warrant from the Holder for a purchase price,
payable in cash within five Trading  Days after such  request (or, if later,  on
the effective date of the Fundamental  Transaction),  equal to the Black Scholes
Value of the remaining  unexercised  portion of this Warrant on the date of such
request. The terms of any agreement pursuant to which a Fundamental  Transaction
is effected shall include terms requiring any such successor or surviving entity
to comply  with the  provisions  of this  paragraph  (b) and  insuring  that the
Warrant (or any such replacement  security) will be similarly  adjusted upon any
subsequent transaction analogous to a Fundamental Transaction.

     4. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY.

          (a) The Company hereby covenants and agrees that the Company will not,
by  amendment  of its  Certificate  of  Incorporation,  Bylaws  or  through  any
reorganization,   transfer   of  assets,   consolidation,   merger,   scheme  of
arrangement,  dissolution,  issue or sale of securities,  or any other voluntary
action, avoid or seek to avoid the observance or performance of any of the terms
of  this  Warrant,  and  will  at all  times  in good  faith  carry  out all the
provisions of this Warrant and take all action as may be required to protect the
rights of the Holder.  Without  limiting the  generality of the  foregoing,  the
Company  (i) shall not  increase  the par  value of any  shares of Common  Stock
receivable  upon the exercise of this Warrant  above the Exercise  Price then in
effect,  (ii) shall take all such actions as may be necessary or  appropriate in
order  that  the


                                      -9-

<PAGE>


Company may validly and  legally  issue fully paid and  nonassessable  shares of
Common Stock upon the exercise of this Warrant,  and (iii) shall, so long as any
of the SPA Warrants are  outstanding,  take all action  necessary to reserve and
keep available out of its authorized and unissued shares of Common Stock, solely
for the  purpose of  effecting  the  exercise of the SPA  Warrants,  130% of the
number  of shares of Common  Stock as shall  from time to time be  necessary  to
effect the exercise of the SPA Warrants then outstanding  (without regard to any
limitations on exercise).

          (b) This Warrant is, and any SPA Warrants issued in  substitution  for
or  replacement  of this Warrant  will upon  issuance  be, duly  authorized  and
validly issued.

          (c) All Warrant  Shares  that may be issued  upon the  exercise of the
rights represented by this Warrant will, upon issuance, be validly issued, fully
paid and  nonassessable  and free from all taxes and Liens  with  respect to the
issuance thereof.

          (d) So long as any of the SPA  Warrants are  outstanding,  the Company
will,  and  will  cause  each of its  Subsidiaries  to  maintain  its  corporate
existence.

          (e) INSUFFICIENT  AUTHORIZED SHARES. From and after the Issuance Date,
until  the  date  the  rights  represented  by this  Warrant  may no  longer  be
exercised,  the Company will at all times have  authorized and reserved at least
130% of the number of shares of Common  Stock needed to provide for the exercise
of  the  rights  then  represented  by  this  Warrant  (without  regard  to  any
limitations on exercises) (the "REQUIRED RESERVE AMOUNT"). The initial number of
shares of Common  Stock  reserved  for  exercises  of the SPA  Warrants and each
increase in the number of shares of Common Stock so reserved  shall be allocated
pro rata  among  the  Holders  of the SPA  Warrants  based on the  number of SPA
Warrants  then held by each Holder of the SPA Warrants or increase in the number
of reserved  shares of Common Stock, as the case may be. In the event any Holder
of the SPA Warrants  shall sell or otherwise  transfer any of such  Holder's SPA
Warrants, each transferee shall be allocated a pro rata portion of the number of
shares of Common Stock reserved for such transferor.  Any shares of Common Stock
reserved and allocated to any Person that ceases to hold any SPA Warrants  shall
be allocated to the remaining Holders of the SPA Warrants, pro rata based on the
number of SPA Warrants  then held by such  Holders.  If at any time while any of
the Warrants remain  outstanding the Company does not have the Required  Reserve
Amount authorized and reserved (an "AUTHORIZED SHARE FAILURE"), then the Company
shall immediately take all action necessary to increase the Company's authorized
shares of Common Stock to an amount  sufficient  to allow the Company to reserve
the Required  Reserve  Amount for the SPA  Warrants  then  outstanding.  Without
limiting the  generality of the foregoing  sentence,  promptly after the date of
the  occurrence  of an  Authorized  Share  Failure,  but in no event  later than
fifteen (15) days after the occurrence of such  Authorized  Share  Failure,  the
Company  shall take all action  necessary to increase the  Company's  Authorized
Shares of Common Stock to an amount  sufficient  to allow the Company to reserve
the  Required  Reserved  Amount for the  Warrants  then  outstanding,  including
obtaining the approval of its  stockholders as required by the applicable  rules
of the  Principal  Market.  In connection  with such actions,  the Company shall
provide each  stockholder  with a proxy statement and shall use its best efforts
to solicit its  stockholders'  approval of such increase in authorized shares of
Common  Stock  and  to  cause  its  board  of  directors  to  recommend  to  the
stockholders that they approve such proposal.


                                      -10-

<PAGE>


          (f)  LISTING.  The  Company  shall  promptly  secure  the  listing  or
quotation  of the shares of Common  Stock  issuable  upon the  exercise  of this
Warrant  upon the  Principal  Market  (as  defined  in the  Securities  Purchase
Agreement)  or upon such other  Eligible  Market (as  defined in the  Securities
Purchase  Agreement),  if any, upon which shares of Common Stock are then listed
or quoted (subject to official notice of issuance upon exercise of this Warrant)
and shall  maintain,  so long as any other  shares of Common  Stock  shall be so
listed or quoted,  such  listing or quotation of all shares of Common Stock from
time to time issuable  upon the exercise of this Warrant;  and the Company shall
so list or apply for quotation on each Eligible Market,  and shall maintain such
listing or  quotation  of,  any other  shares of  capital  stock of the  Company
issuable  upon the  exercise of this Warrant if and so long as any shares of the
same class shall be listed or quoted on such Eligible Market.

          (g) BLUE  SKY  LAWS.  The  Company  shall,  on or  before  the date of
issuance  of  any  Warrant  Shares,  take  such  actions  as the  Company  shall
reasonably  determine are necessary to qualify the Warrant Shares for, or obtain
exemption  for the Warrant  Shares for,  sale to the holder of this Warrant upon
the exercise hereof under applicable securities or "blue sky" laws of the states
of the United States; PROVIDED,  HOWEVER, that the Company shall not be required
in connection  therewith or as a condition thereto to (i) qualify to do business
in any jurisdiction  where it would not otherwise be required to qualify but for
this  Section  4(h)(i),  (ii)  subject  itself to general  taxation  in any such
jurisdiction  or (iii) file a general  consent to service of process in any such
jurisdiction.

     5.  WARRANT   HOLDER  NOT  DEEMED  A   STOCKHOLDER.   Except  as  otherwise
specifically  provided herein, the Holder, solely in such Person's capacity as a
holder of this Warrant, shall not be entitled to vote or receive dividends or be
deemed the holder of share  capital of the  Company for any  purpose,  nor shall
anything  contained  in this  Warrant be  construed  to confer  upon the Holder,
solely in such  Person's  capacity  as the  Holder of this  Warrant,  any of the
rights of a  stockholder  of the Company or any right to vote,  give or withhold
consent to any corporate  action  (whether any  reorganization,  issue of stock,
reclassification  of stock,  consolidation,  merger,  conveyance or  otherwise),
receive  notice of  meetings,  receive  dividends  or  subscription  rights,  or
otherwise,  prior to the issuance to the Holder of the Warrant Shares which such
Person is then  entitled to receive  upon the due exercise of this  Warrant.  In
addition,  nothing  contained in this Warrant shall be construed as imposing any
liabilities  on the Holder to purchase  any  securities  (upon  exercise of this
Warrant  or  otherwise)  or  as a  stockholder  of  the  Company,  whether  such
liabilities  are  asserted  by the  Company  or by  creditors  of  the  Company.
Notwithstanding this Section 5, the Company shall provide the Holder with copies
of the same  notices  and other  information  given to the  stockholders  of the
Company   generally,   contemporaneously   with  the   giving   thereof  to  the
stockholders.

     6. REISSUANCE OF WARRANTS.

          (a) TRANSFER OF WARRANT.

               (i) The Company shall maintain at its principal  executive
offices (or such other  office or agency of the Company as it may  designate  by
notice to the Holder),  a register for this Warrant,  in which the Company shall
record the name and  address of the person in whose name this  Warrant  has been
issued,  as well as the name and  address of each  transferee.


                                      -11-

<PAGE>


The Company may treat the person in whose name any Warrant is  registered on the
register as the owner and Holder thereof for all purposes,  notwithstanding  any
notice to the contrary,  but in all events  recognizing  any  transfers  made in
accordance with the terms of this Warrant.

               (ii) The Holder may assign or transfer some or all of its rights
hereunder, subject to compliance with the 1933 Act and the provisions of Section
2 of the Securities  Purchase Agreement without the consent of the Company,  but
shall promptly notify the Company of such assignment or transfer.

               (iii) The Company is obligated  to register  the Warrant  Shares
for resale under the 1933 Act pursuant to the Registration Rights Agreement. The
shares of Common Stock  issuable upon exercise of this Warrant shall  constitute
Registrable  Securities  (as such term is  defined  in the  Registration  Rights
Agreement).  Each Holder of this  Warrant  shall be entitled to all the benefits
afforded to a Holder of any such  Registrable  Securities under the Registration
Rights Agreement and such Holder,  by its acceptance of this Warrant,  agrees to
be bound by and to  comply  with the terms and  conditions  of the  Registration
Rights  Agreement  applicable  to such  Holder as a Holder  of such  Registrable
Securities.

          (b) LOST, STOLEN OR MUTILATED WARRANT.  Upon receipt by the Company of
evidence reasonably satisfactory to the Company of the loss, theft,  destruction
or mutilation of this Warrant,  and, in the case of loss,  theft or destruction,
of any  indemnification  undertaking  by the Holder to the Company in  customary
form and, in the case of  mutilation,  upon surrender and  cancellation  of this
Warrant,  the Company  shall execute and deliver to the Holder a new Warrant (in
accordance  with Section  6(d))  representing  the right to purchase the Warrant
Shares then underlying this Warrant.

          (c) EXCHANGEABLE FOR MULTIPLE WARRANTS.  This Warrant is exchangeable,
upon the surrender  hereof by the Holder at the principal office of the Company,
for a new Warrant or Warrants (in accordance with Section 6(d))  representing in
the aggregate the right to purchase the number of Warrant Shares then underlying
this  Warrant,  and each such new Warrant will  represent  the right to purchase
such portion of such Warrant  Shares as is  designated by the Holder at the time
of such surrender;  PROVIDED, HOWEVER, that no Warrants for fractional shares of
Common Stock shall be given.

          (d) BOOK ENTRY.  Notwithstanding  anything to the  contrary  set forth
herein,  upon exercise of this Warrant in accordance with the terms hereof,  the
Holder shall not be required to physically surrender this Warrant to the Company
unless it is being  exercised for all of the Warrant  Shares  represented by the
Warrant.  The Holder and the Company  shall each  maintain  records  showing the
number of Warrant Shares exercised and issued and the dates of such exercises or
shall use such other method,  reasonably satisfactory to the other, so as not to
require physical surrender of this Warrant upon each such exercise. In the event
of any dispute or  discrepancy,  such  records of the Company  establishing  the
number of Warrant  Shares to which the Holder is entitled  shall be  controlling
and  determinative  in the absence of demonstrable  error.  Notwithstanding  the
foregoing,  if this  Warrant  is  exercised  as  aforesaid,  the  Holder may not
transfer this Warrant unless the holder first physically surrenders this Warrant
to the Company,  whereupon the Company will forthwith issue and deliver upon the
order of the Holder a new  Warrant of like tenor,  registered  as the Holder may
request,  representing  in the


                                      -12-

<PAGE>


aggregate the remaining  number of Warrant  Shares  represented by this Warrant.
The Holder and any assignee,  by acceptance  of this  Warrant,  acknowledge  and
agree that, by reason of the provisions of this paragraph,  following  exercises
of any portion of this Warrant, the number of Warrant Shares represented by this
Warrant may be less than the number stated on the face hereof.

     7. NOTICES. Any notices, consents, waivers or other communications required
or  permitted to be given under the terms of this Warrant must be in writing and
will be  deemed  to have  been  delivered:  (i)  upon  receipt,  when  delivered
personally;  (ii) upon receipt, when sent by facsimile (provided confirmation of
transmission is mechanically or electronically generated and kept on file by the
sending  party);  or (iii) one (1) Business Day after  deposit with a nationally
recognized  overnight  delivery service,  in each case properly addressed to the
party to  receive  the  same.  The  addresses  and  facsimile  numbers  for such
communications shall be:

           If to the Company:

           Summit Global Logistics, Inc.
           547 Boulevard
           Kenilworth, NJ 07033
           Telephone:    (908) 497-0280
           Facsimile:    (908) 497-0295
           Attention:    Robert Agresti

          If to a Holder of this  Warrant,  to it at the address  and  facsimile
number set forth on the Schedule of Buyers to the Securities Purchase Agreement,
with copies to such  holder's  representatives  as set forth on such Schedule of
Buyers,  or, in the case of the holder or any other Person named above,  at such
other  address  and/or  facsimile  number  and/or to the attention of such other
person as the recipient party has specified by written notice to the other party
in  accordance  with this Section 7 at least five (5) Business Days prior to the
effectiveness of such change.  Written  confirmation of receipt (A) given by the
recipient  of  such  notice,  consent,   waiver  or  other  communication,   (B)
mechanically  or  electronically  generated  by the sender's  facsimile  machine
containing the time, date,  recipient facsimile number and an image of the first
page of such transmission or (C) provided by a nationally  recognized  overnight
delivery service shall be rebuttable  evidence of personal  service,  receipt by
facsimile or deposit with a nationally  recognized overnight delivery service in
accordance with clause (i), (ii) or (iii) above, respectively.

          8.  AMENDMENT AND WAIVER.  Except as otherwise  provided  herein,  the
provisions  of this  Warrant  may be amended and the Company may take any action
herein prohibited, or omit to perform any act herein required to be performed by
it,  only if the  Company  has  obtained  the  written  consent of the  Required
Holders; provided that no such action may increase the exercise price of any SPA
Warrant  or  decrease  the  number of shares or class of stock  obtainable  upon
exercise of any SPA Warrant without the written  consent of the Holder.  No such
amendment  shall be  effective to the extent that it applies to less than all of
the holders of the SPA Warrants then outstanding.


                                      -13-

<PAGE>


     9.  GOVERNING  LAW.  This Warrant  shall be governed by and  construed  and
enforced in accordance  with,  and all questions  concerning  the  construction,
validity,  interpretation  and performance of this Warrant shall be governed by,
the internal laws of the State of New York,  without giving effect to any choice
of law or conflict of law provision or rule (whether of the State of New York or
any other  jurisdictions)  that would cause the  application  of the laws of any
jurisdictions other than the State of New York.

     10.  CONSTRUCTION;  HEADINGS.  This  Warrant  shall be deemed to be jointly
drafted by the Company and all the Buyers and shall not be construed against any
person as the drafter  hereof.  The headings of this Warrant are for convenience
of reference and shall not form part of, or affect the  interpretation  of, this
Warrant.

     11.  SEVERABILITY.  If any  provision  of this  Warrant or the  application
thereof  becomes  or is  declared  by a court of  competent  jurisdiction  to be
illegal, void or unenforceable,  the remainder of the terms of this Warrant will
continue in full force and effect.

     12. DISPUTE RESOLUTION. In the case of a dispute as to the determination of
the Exercise Price or the  arithmetic  calculation  of the Warrant  Shares,  the
Company shall submit the disputed  determinations or arithmetic calculations via
facsimile within two Business Days of receipt of the Exercise Notice giving rise
to such  dispute,  as the case may be,  to the  Holder.  If the  Holder  and the
Company  are  unable to agree  upon such  determination  or  calculation  of the
Exercise Price or the Warrant Shares within three Business Days of such disputed
determination or arithmetic  calculation being submitted to the Holder, then the
Company  shall,  promptly,  and in any event within two (2) Business Days submit
via  facsimile  (a) the  disputed  determination  of the  Exercise  Price  to an
independent,  reputable  investment bank agreed to by the Company and the Holder
or (b)  the  disputed  arithmetic  calculation  of  the  Warrant  Shares  to the
Company's  independent,  outside  accountant.  The  Company  shall  cause at its
expense the investment  bank or the  accountant,  as the case may be, to perform
the  determinations or calculations and notify the Company and the Holder of the
results  no later  than five (5)  Business  Days from the time it  receives  the
disputed  determinations or calculations.  If such Investment Bank or accountant
agrees with the Company's  determination  or calculations  (as the case may be),
then the Holder shall reimburse the Company for the expense it incurred to cause
the investment  bank/accountant  to perform such  determination  or calculation.
Such investment bank's or accountant's determination or calculation, as the case
may be, shall be binding upon all parties absent demonstrable error.

     13. REMEDIES, OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF.

          (a) The remedies  provided in this Warrant shall be cumulative  and in
addition  to all other  remedies  available  under  this  Warrant  and the other
Transaction  Documents,  at law or in equity  (including  a decree  of  specific
performance and/or other injunctive relief),  and nothing herein shall limit the
right of the Holder to pursue  actual  damages for any failure by the Company to
comply with the terms of this Warrant. The Company acknowledges that a breach by
it of its obligations  hereunder will cause  irreparable  harm to the Holder and
that the  remedy  at law for any such  breach  may be  inadequate.  The  Company
therefore agrees that, in the event of any such breach or threatened breach, the
holder of this  Warrant  shall be entitled,  in addition to


                                      -14-

<PAGE>


all other available remedies, to an injunction  restraining any breach,  without
the necessity of showing  economic  loss and without any bond or other  security
being required.

          (b) This Warrant and each of the provisions hereof shall be subject to
the Intercreditor Agreement.

     14. NOTICE OF CERTAIN  EVENTS.  The Company will give written notice to the
Holder of this  Warrant  at least ten (10)  Business  Days  prior to the date on
which the  Company  closes its books or takes a record  (A) with  respect to any
dividend or distribution upon the Common Stock, (B) with respect to any pro rata
subscription  offer to Holders of Common Stock or (C) for determining  rights to
vote in respect of any  Fundamental  Transaction,  dissolution  or  liquidation,
provided that such information  shall be made known to the public prior to or in
conjunction  with such notice being  provided to such Holder to the extent it is
material  non-public  information.  The Company will also give written notice to
the Holder of this Warrant at least ten (10)  Business Days prior to the date on
which any Fundamental  Transaction,  dissolution or liquidation will take place,
provided that such information  shall be made known to the public prior to or in
conjunction  with such notice being  provided to such Holder to the extent it is
material non-public information.

     15. CERTAIN DEFINITIONS.  For purposes of this Warrant, the following terms
shall have the following meanings:

     (i) "BLACK  SCHOLES  VALUE"  means the value of this  Warrant  based on the
     Black and Scholes  Option  Pricing Model obtained from the "OV" function on
     Bloomberg  determined  as of  the  day  immediately  following  the  public
     announcement of the applicable Fundamental Transaction and reflecting (i) a
     risk-free  interest  rate  corresponding  to the U.S.  Treasury  rate for a
     period  equal to the  remaining  term of this  Warrant  as of such  date of
     request  and (ii) the  actual  volatility  of the  Common  Stock  since the
     Issuance Date obtained from the HVT function on Bloomberg.

     (ii) "BLOOMBERG" means Bloomberg Financial Markets.

     (iii) "BUSINESS DAY" means any day other than Saturday, Sunday or other day
     on  which  commercial  banks in The  City of New  York  are  authorized  or
     required by law to remain closed.

     (iv) "CLOSING BID PRICE" and "CLOSING  SALE PRICE" means,  for any security
     as of any date,  the last closing bid price and last  closing  trade price,
     respectively,  for such  security on the Principal  Market,  as reported by
     Bloomberg,  or, if the  Principal  Market  begins to operate on an extended
     hours  basis and does not  designate  the  closing bid price or the closing
     trade  price,  as the case may be,  then the last bid  price or last  trade
     price, respectively, of such security prior to 4:00:00 p.m., New York time,
     as reported by Bloomberg,  or, if the Principal Market is not the principal
     securities  exchange or trading market for such security,  the last closing
     bid  price or last  trade  price,  respectively,  of such  security  on the
     principal  securities  exchange or trading  market  where such  security is
     listed or traded as  reported  by  Bloomberg,  or if the  foregoing  do not
     apply,  the last  closing bid price or last trade price,  respectively,  of
     such security in the  over-the-counter


                                      -15-

<PAGE>


     market on the  electronic  bulletin  board for such security as reported by
     Bloomberg,  or, if no closing bid price or last trade price,  respectively,
     is reported for such security by Bloomberg,  the average of the bid prices,
     or the ask prices, respectively,  of any market makers for such security as
     reported in the "pink  sheets" by Pink Sheets LLC  (formerly  the  National
     Quotation Bureau, Inc.). If the Closing Bid Price or the Closing Sale Price
     cannot be  calculated  for a security  on a  particular  date on any of the
     foregoing  bases,  the Closing Bid Price or the Closing Sale Price,  as the
     case may be, of such  security on such date shall be the fair market  value
     as mutually  determined  by the Company and the Holder.  If the Company and
     the Holder are unable to agree upon the fair market value of such security,
     then such  dispute  shall be  resolved  pursuant  to  Section  12. All such
     determinations to be appropriately  adjusted for any stock dividend,  stock
     split, stock combination or other similar transaction during the applicable
     calculation period.

     (v) "COMMON  STOCK" means (i) the  Company's  shares of Common  Stock,  par
     value $0.001 per share,  and (ii) any share  capital into which such Common
     Stock  shall  have been  changed  or any  share  capital  resulting  from a
     reclassification of such Common Stock.

     (vi) "COMMON STOCK DEEMED OUTSTANDING" means, at any given time, the number
     of shares of Common  Stock  actually  outstanding  at such  time,  plus the
     number of  shares of Common  Stock  deemed to be  outstanding  pursuant  to
     Section  2(a)  hereof  regardless  of whether  the  Options or  Convertible
     Securities are actually  exercisable at such time, but excluding any shares
     of Common  Stock  owned or held by or for the  account  of the  Company  or
     issuable upon conversion of the SPA Notes and exercise of the SPA Warrants.

     (vii)  "CONVERTIBLE  SECURITIES"  means any stock or securities (other than
     Options)  directly  or  indirectly   convertible  into  or  exercisable  or
     exchangeable for shares of Common Stock.

     (viii) "ELIGIBLE MARKET" means the Initial  Principal Market,  The New York
     Stock Exchange, Inc., the American Stock Exchange, The NASDAQ Global Select
     Market, The NASDAQ Global Market or The NASDAQ Capital Market.

     (ix) "EXCLUDED SECURITIES" has the meaning set forth in the SPA Notes.

     (x)  "EXPIRATION  DATE"  means  the date  that is sixty  months  after  the
     Issuance  Date;  provided  that if such date  falls on a day  other  than a
     Business  Day or on which  trading  does not take  place on the  applicable
     Eligible Market (a "HOLIDAY"), the next date that is not a Holiday.

     (xi) "FUNDAMENTAL  TRANSACTION"  means that the Company shall,  directly or
     indirectly, in one or more related transactions effected after the Issuance
     Date, (i)  consolidate or merge with or into (whether or not the Company is
     the surviving corporation) another Person, or (ii) sell, assign,  transfer,
     convey or otherwise  dispose of all or substantially  all of the properties
     or assets of the  Company to another  Person,  or (iii) be the subject of a
     purchase,  tender or exchange  offer by another  Person that is


                                      -16-
<PAGE>


     accepted  by the  holders  of more  than 50% of the  outstanding  shares of
     Voting Stock (not  including  any shares of Voting Stock held by the Person
     or Persons making or party to, or associated or affiliated with the Persons
     making or party to,  such  purchase,  tender or  exchange  offer),  or (iv)
     consummate  a  stock  purchase  agreement  or  other  business  combination
     (including,   without  limitation,   a  reorganization,   recapitalization,
     spin-off or scheme of  arrangement)  with another Person whereby such other
     Person acquires more than the 50% of the outstanding shares of Common Stock
     (not including any shares of Common Stock held by the other Person or other
     Persons  making or party to, or  associated  or  affiliated  with the other
     Persons making or party to, such stock purchase agreement or other business
     combination),  or (v) reclassify or change the outstanding shares of Common
     Stock (other than a change in par value, or from par value to no par value,
     or from no par  value to par  value,  or as a result  of a  subdivision  or
     combination),  or (vi) any "person" or "group" (as these terms are used for
     purposes  of  Sections  13(d)  and 14(d) of the  Exchange  Act) is or shall
     become the "beneficial  owner" (as defined in Rule 13d-3 under the Exchange
     Act), directly or indirectly, of 50% of the aggregate ordinary voting power
     represented by issued and outstanding Common Stock.

     (xii)  "INITIAL  PRINCIPAL  MARKET"  means  the  National   Association  of
     Securities Dealers Inc.'s OTC Bulletin Board.

     (xiii) "OPTIONS" means any rights,  warrants or options to subscribe for or
     purchase shares of Common Stock or Convertible Securities.

     (xiv)  "PARENT  ENTITY"  of a Person  means an  entity  that,  directly  or
     indirectly,  controls  the  applicable  Person  and whose  common  stock or
     equivalent  equity security is quoted or listed on an Eligible Market,  or,
     if there is more  than one such  Person  or Parent  Entity,  the  Person or
     Parent Entity with the largest public market  capitalization as of the date
     of consummation of the Fundamental Transaction.

     (xv)  "PERSON"  means  an  individual,   a  limited  liability  company,  a
     partnership,  a joint venture,  a corporation,  a trust, an  unincorporated
     organization, any other entity and a government or any department or agency
     thereof.

     (xvi) "PRINCIPAL MARKET" means, from time to time, the Eligible Market upon
     which the Common Stock is admitted or listed and principally trades.

     (xvii)  "REGISTRATION  RIGHTS  AGREEMENT"  means that certain  registration
     rights  agreement by and among the Company and the Buyers dated November 8,
     2007 as amended  pursuant to a Waiver and Amendment  No. 1 to  Registration
     Rights Agreement, dated the Issuance Date.

     (xviii)   "REQUIRED   HOLDERS"  means  the  holders  of  the  SPA  Warrants
     representing  at least a majority of shares of Common Stock  issuable  upon
     exercise  of the SPA  Warrants  then  outstanding  (without  regard  to any
     limitations on exercise  thereof);  provided,  that any SPA Warrant that is
     held by an Affiliate of the Company  shall not be deemed to be  outstanding
     for purposes of the determination of "Required Holders."

     (xix) Intentionally blank.


                                      -17-

<PAGE>


     (xx) "SPA NOTES" means those certain Senior Secured  Convertible  Notes due
     2011  issued  pursuant  to the  Securities  Purchase  Agreement  (Notes and
     Warrants) dated as of November 8, 2006 among the Company  (pursuant to that
     certain  Joinder  Agreement),  MLI and the buyers listed on the Schedule of
     Buyers thereto.

     (xxi)  "SUCCESSOR  ENTITY"  means the  Person  (or,  if so  elected  by the
     Required Holders, the Parent Entity) formed by, resulting from or surviving
     any  Fundamental  Transaction  or the  Person  (or,  if so  elected  by the
     Required   Holders,   the  Parent  Entity)  with  which  such   Fundamental
     Transaction shall have been entered into.

     (xxii)  "TRADING  DAY" means any day on which  trading the Common  Stock is
     reported  on the Initial  Principal  Market,  or, if the Initial  Principal
     Market is not the principal  trading  market for the Common Stock,  then on
     the Eligible Market that is the principal securities exchange or securities
     market on which the Common Stock is then  traded;  provided  that  "Trading
     Day" shall not include any day on which the Common  Stock is  scheduled  to
     trade on such  exchange  or market  for less than 4.5 hours or any day that
     the Common Stock is suspended from trading during the final hour of trading
     on such  exchange  or  market  (or if such  exchange  or  market  does  not
     designate  in advance  the  closing  time of trading  on such  exchange  or
     market, then during the hour ending at 4:00:00 p.m., New York Time).

     (xxiii)  "VOTING  STOCK" of a Person means  capital stock of such Person of
     the class or classes pursuant to which the holders thereof have the general
     voting power to elect, or the general power to appoint, at least a majority
     of  the  board  of   directors,   managers   or  trustees  of  such  Person
     (irrespective  of  whether  or not at the time  capital  stock of any other
     class or classes  shall have or might  have  voting  power by reason of the
     happening of any contingency).

                            [SIGNATURE PAGE FOLLOWS]



                                      -18-


<PAGE>


     IN WITNESS WHEREOF,  the Company has caused this Warrant to Purchase Common
Stock to be duly executed as of the Issuance Date set out above.


                                    SUMMIT GLOBAL LOGISTICS, INC.


                                    By:
                                       --------------------------------------
                                    Name:
                                    Title:


<PAGE>


                                                                       EXHIBIT A


                                 EXERCISE NOTICE

            TO BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS
                        WARRANT TO PURCHASE COMMON STOCK
                          SUMMIT GLOBAL LOGISTICS, INC.

     The   undersigned   holder   hereby   exercises   the  right  to   purchase
_________________  of the shares of Common  Stock  ("WARRANT  SHARES") of Summit
Global Logistics, Inc., a Delaware corporation (the "COMPANY"), evidenced by the
attached  Warrant to Purchase Common Stock (the  "WARRANT").  Capitalized  terms
used herein and not  otherwise  defined shall have the  respective  meanings set
forth in the Warrant.

     1. Form of Exercise Price.  The Holder intends that payment of the Exercise
Price shall be made as:

     ___________ a "Cash  Exercise" in respect of  ___________  Warrant  Shares;
and/or

     When  available  pursuant  to the  terms  of  the  Warrant,  ___________  a
"Cashless Exercise" in respect of ___________ Warrant Shares.

     2. Cash Exercise.  In the event that the holder has elected a Cash Exercise
in respect of some or all of the Warrant  Shares to be issued  pursuant  hereto,
the undersigned holder hereby exercises the right to purchase  _________________
of the shares of Common Stock  ("WARRANT  SHARES") of Summit  Global  Logistics,
Inc., a Delaware corporation (the "COMPANY"),  evidenced by the attached Warrant
to Purchase Common Stock (the "WARRANT").  Capitalized terms used herein and not
otherwise defined shall have the respective meanings set forth in the Warrant.

     3. Payment of Exercise Price.  The holder shall pay the Aggregate  Exercise
Price in the sum of  $___________________  to the Company in accordance with the
terms of the Warrant.

     4.  Delivery of Warrant  Shares.  The Company  shall  deliver to the holder
__________ Warrant Shares in accordance with the terms of the Warrant.

               Issue to:

               Address:
                         ------------------------------------------------------

               Facsimile Number:
                                  ---------------------------------------------

               Authorization:
                               ---------------------------

               By:
                    --------------------------------------

               Title:
                       -----------------------------------


<PAGE>


               Dated:
                       ---------------------------------------------------------

               DTC  Participant  Number  and  Name  (if  electronic  book
               entry transfer):
                                 -----------------------------------------------

               Account Number (if electronic book entry transfer):
                                                                  --------------


                                      -2-


<PAGE>


                                 ACKNOWLEDGMENT


        The Company hereby  acknowledges this Exercise Notice and hereby directs
___________________________________,  as  transfer  agent  to  issue  the  above
indicated number of shares of Common Stock in accordance with the Transfer Agent
Instructions dated ____________________,  200_ from the Company and acknowledged
and agreed to by the transfer agent.

                                    SUMMIT GLOBAL LOGISTICS, INC.



                                    By:
                                       ----------------------------------------
                                        Name:
                                        Title:


                                      -3-