EX-4.19

                          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  (Notes  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) Notes  and (ii)  Warrants  and in  connection  therewith  the
Company  and  the  Buyers  entered  into  the   Registration   Rights  Agreement
("REGISTRATION RIGHTS AGREEMENT").

        WHEREAS,  in  exchange  for the  waiver of  certain  existing  events of
default and certain  amendments that are beneficial to the Company,  the Company
has agreed to amend the Notes;

        WHEREAS,  in connection  with the amendment of the Notes and the sale of
the New Notes and New Warrants  (as defined  below),  the Company has  requested
that the Investors  enter into this Amendment to amend the  Registration  Rights
Agreement  in certain  respects  as provided  herein,  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 secured  convertible notes (of like tenor to
the Notes as amended);

        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 also wishes to raise additional capital through the
sale of additional secured  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:



                                       1
<PAGE>

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

        (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 Common Stock.

        (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 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 the Amendment.

        (e) Section 2(d) of the Registration  Rights Agreement is hereby amended
by adding the  following two  paragraphs  as the fourth and fifth  subparagraphs
respectively:

               "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 (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



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<PAGE>

        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  Notes  held by such  Investors)  secured
convertible notes of the Company in an aggregate  principal amount of $2,000,000
for no additional consideration.

        SECTION 4. 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  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



                                       3
<PAGE>


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.

        (g) The  obligations of each Holder  hereunder are several and not joint
with the obligations of any other Holder,  and no Holder shall be responsible in
any way for the  performance of the  obligations of any other Holder  hereunder.
Nothing  contained  herein,  and no action taken by any Holder pursuant  hereto,
shall be deemed to constitute the Holders as a partnership,  an  association,  a
joint  venture  or any other kind of entity,  or create a  presumption  that the
Holders  are in any way  acting  in  concert  or as a group in  respect  of such
obligations or the transactions contemplated hereby and the Company acknowledges
that the  Holders  are not  acting in  concert  or as a group in respect of such
obligations  or  the   transactions   contemplated  by  this  Amendment  or  the
Registration  Rights  Agreement.  Each Holder confirms that it has independently
participated  in  the  negotiation  of  the  transaction  contemplated  by  this
Amendment  and the  Registration  Rights  Agreement  with the  advice of its own
counsel and  advisors,  that it has  independently  determined to enter into the
transactions  contemplated  hereby and  thereby,  that it is not  relying on any
advice  from or  evaluation  by any other  Holder,  and that it is not acting in
concert with any other Holder in making its purchase of Securities  hereunder or
in monitoring its investment in the Company.  The Holders and, to its knowledge,
the  Company  agree  that no action  taken by any Holder  pursuant  hereto or to
Registration  Rights  Agreement,  shall be deemed to constitute the Holders as a
partnership,  an  association,  a joint  venture  or any other kind of entity or
group, or create a presumption that the Holders are in any way acting in concert
or would deem such  Holders to be members of a "group"  for  purposes of Section
13(d) of the 1934 Act. The Holders each confirm that they have not agreed to act
together for the purpose of  acquiring,  holding,  voting or disposing of equity
securities  of the Company.  The Company has elected to provide all Holders with
the same terms and this  Amendment  for the  convenience  of the Company and not
because it was required or requested to do so by any of the Holders. The Company
acknowledges that such procedure in respect of the Amendment in no way creates a
presumption  that the  Holders  are in any way acting in concert or as a "group"
for  purposes of Section  13(d) of the 1934 Act in respect of this  Amendment or
the transactions contemplated hereby. Except as otherwise set forth herein or in
the  Transaction  Documents (as defined in the Securities  Purchase  Agreement),
each Holder shall be entitled to  independently  protect and enforce its rights,
including,  without limitation, the rights arising out of this Amendment, or out
of the  Registration  Rights  Agreement,  its Note, its Warrant and the right of
set-off under the Guaranties, and it shall not be necessary for any other Holder
to be joined as an additional party in any proceeding for such purpose.



                      REMAINDER OF PAGE INTENTIONALLY BLANK



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<PAGE>


                              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:







                                       5
<PAGE>

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


HOLDERS:
                                         SILVER OAK CAPITAL, L.L.C.

                                         By:____________________________________
                                            Name:
                                            Title:






                                       6
<PAGE>



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



HOLDERS:
                                       ALEXANDRA GLOBAL MASTER FUND LTD

                                       By:____________________________________
                                          Name:
                                          Title:







                                     7
<PAGE>


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


HOLDERS:
                                       BAY HARBOUR MASTER, LTD.

                                       By:____________________________________
                                          Name:
                                          Title:






                                     8
<PAGE>




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



HOLDERS:
                                       BAY HARBOUR 90-1, LTD.

                                       By:____________________________________
                                          Name:
                                          Title:






                                     9
<PAGE>



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



HOLDERS:
                                       BHCO MASTER, LTD.

                                       By:____________________________________
                                          Name:
                                          Title:






                                     10
<PAGE>


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


HOLDERS:
                                       INSTITUTIONAL BENCHMARK

                                       By:____________________________________
                                          Name:
                                          Title:





                                     11
<PAGE>



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



HOLDERS:
                                       MSS DISTRESSED & OPP. 2

                                       By:____________________________________
                                          Name:
                                          Title:







                                     12
<PAGE>



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



HOLDERS:
                                       CAMOFI MASTER LDC

                                       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:
                                       DIAMOND OPPORTUNITY FUND, LLC

                                       By:____________________________________
                                          Name:
                                          Title:






                                     15
<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:






                                     16
<PAGE>


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



HOLDERS:
                                       GOTTBETTER CAPITAL MASTER, LTD.

                                       By:____________________________________
                                          Name:
                                          Title:




                                     17
<PAGE>


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



HOLDERS:
                                       HARVEST CAPITAL, LP

                                       By:____________________________________
                                          Name:
                                          Title:



                                     18
<PAGE>



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



HOLDERS:
                                       HARVEST OFFSHORE INVESTORS, LTD.

                                       By:____________________________________
                                          Name:
                                          Title:





                                     19
<PAGE>


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



HOLDERS:
                                       TE HARVEST PORTFOLIO, LTD.

                                       By:____________________________________
                                          Name:
                                          Title:





                                     20
<PAGE>



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



HOLDERS:
                                       JMG CAPITAL PARTNERS, LP

                                       By:____________________________________
                                          Name:
                                          Title:





                                     21
<PAGE>



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



HOLDERS:
                                       JMG TRITON OFFSHORE FUND, LTD

                                       By:____________________________________
                                          Name:
                                          Title:






                                     22
<PAGE>


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



HOLDERS:
                                       SHOSHONE PARTNERS, L.P.

                                       By:____________________________________
                                          Name:
                                          Title:






                                     23
<PAGE>


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




HOLDERS:
                                       KNOTT PARTNERS, L.P.

                                       By:____________________________________
                                          Name:
                                          Title:





                                     24
<PAGE>


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




HOLDERS:
                                       FINDERNE LLC

                                       By:____________________________________
                                          Name:
                                          Title:






                                     25
<PAGE>


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




HOLDERS:
                                       MULSANNE PARTNERS, L.P.

                                       By:____________________________________
                                          Name:
                                          Title:





                                     26
<PAGE>


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



HOLDERS:
                                       MATTERHORN OFFSHORE FUND LTD.

                                       By:____________________________________
                                          Name:
                                          Title:






                                     27
<PAGE>



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



HOLDERS:
                                       COMMONFUND HEDGED EQUITY COMPANY

                                       By:____________________________________
                                          Name:
                                          Title:




                                     28
<PAGE>



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


HOLDERS:
                                       GOOD STEWARD TRADING CO. S.P.C.

                                       By:____________________________________
                                          Name:
                                          Title:





                                     29
<PAGE>



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



HOLDERS:
                                       RADCLIFFE SPC, LTD. FOR AND
                                       ON BEHALF OF THE CLASS A
                                       SEGREGATED PORTFOLIO

                                       By:____________________________________
                                          Name:
                                          Title:





                                     30
<PAGE>


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



HOLDERS:
                                       WOLVERINE CONVERTIBLE
                                       ARBITRAGE TRADING, LIMITED

                                       By:____________________________________
                                          Name:
                                          Title:







                                     31