EX-4.14

                      WAIVER AND AMENDMENT NO. 1 TO WARRANT

        THIS WAIVER AND AMENDMENT NO. 1 TO WARRANT, 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 the Required  Holders.  Capitalized  terms used but not defined herein shall
have the meanings  ascribed to them in the  Registration  Rights  Agreement  (as
hereinafter defined).

        WHEREAS,  pursuant to a Securities  Purchase Agreement (Common Stock and
Warrants),  dated as of  November  8, 2006 by and among  Maritime  Logistics  US
Holdings  Inc., a Delaware  corporation,  the Company  (pursuant to that certain
Joinder Agreement dated as of the date hereof) and the Buyers,  the Company sold
to each Buyer (i) Common Stock and (ii) Warrants 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 and Warrants issued in connection with such Notes;

        WHEREAS, in connection with such amendment to the Notes and Warrants and
the sale of the New Notes and New  Warrants  (as  defined  below),  the  Company
requested  that the Holders  amend the Warrants in certain  respects as provided
herein and waive certain rights; and

        WHEREAS,  the signatures of the Required Holders (the Holders holding of
at least a majority Warrants) is required to effect a waiver and to amend all of
the  Warrants as provided  herein and whereas  each of the  signatories  hereto,
representing  at  least  the  Required  Holders,  have  agreed  to  effect  this
Amendment; 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 other mutual
covenants contained herein, the receipt and sufficiency are hereby acknowledged,
the parties hereto agree as follows:

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

        (a) All references in the Warrant to Aerobic Creations,  Inc. or ShellCo
are hereby replaced with a reference to Summit Global Logistics.

        SECTION 2. WAIVER. Each of the Holder signatory hereto, representing the
Required Holders, hereby waive on their behalf and the behalf all of the Holders
hereby  waive  any  adjustment  to the  Exercise  Price and any  Purchase  Right
relating to (i) the  amendment of the Notes and  Warrants,  (ii) the issuance of
the New Notes and New Warrants,  and (iii) the issuance of the convertible notes
in  connection  with  the  waiver  and  amendments  to the  registration  rights
agreement  between the Holders  and the Company and to the  registration  rights
agreement


                                       1
<PAGE>

between certain holders of Notes.  This waiver is and shall be effective  solely
for the amendments,  waivers and issuances referenced above and not to any other
amendment, waiver or issuance hereafter occurring.

        SECTION 3. MISCELLANEOUS.

        (a) Any  transferee or assignee of the Warrants  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 Warrant, 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 Warrants or any
right, power or remedy  thereunder,  nor constitute a waiver of any provision of
the Warrants 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 Warrant 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  Warrant  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 Warrant. This Amendment shall be considered part of the Warrant.

        (e)  This  Amendment  and  the  Warrant  constitute  the  final,  entire
agreement  and  understanding  between the parties  with  respect to the subject
matter  hereof  and  thereof,  may not be  contradicted  by  evidence  of prior,
contemporaneous  or subsequent  oral  agreements  between the parties,  shall be
binding  upon and inure to the  benefit  of the  successors  and  assigns of the
parties  hereto  and  thereto  and  supersede  all other  prior  agreements  and
understandings,  if any,  relating to the subject  matter  hereof.  There are no
unwritten oral agreements between the parties with respect to the subject matter
hereof or thereof.

        (f) The validity of this Amendment, its construction, interpretation and
enforcement,  the rights of the parties  hereunder,  shall be determined  under,
governed by, and construed in accordance  with the choice of law  provisions set
forth in the Warrant.

        (g) The  obligations  of each Holder  under each Warrant are several and
not joint  with the  obligations  of any other  Holder,  and no Holder  shall be
responsible  in any way for the


                                       2
<PAGE>

performance of the  obligations  of any other Holder under any Warrant.  Nothing
contained  herein or in any Warrant,  and no action taken by any Holder pursuant
hereto or thereto,  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 by the Warrants 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  Warrants.  Each  Holder  confirms  that it has  independently
participated  in  the  negotiation  of  the  transaction  contemplated  by  this
Amendment and the Warrants 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 the  Warrants,  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 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, and its Warrant,  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



                                       3
<PAGE>


                              SIGNATURE  PAGE TO WAIVER AND  AMENDMENT  NO. 1 TO
                              WARRANT

        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:







                                       4
<PAGE>


                             SIGNATURE  PAGE TO WAIVER AND  AMENDMENT  NO. 1 TO
                             WARRANT



HOLDERS:
                                               ALEXANDRA GLOBAL MASTER FUND LTD.
                                               By:______________________________
                                                  Name:
                                                  Title:








                                       5
<PAGE>


                              SIGNATURE  PAGE TO WAIVER AND  AMENDMENT  NO. 1 TO
                              WARRANT



HOLDERS:
                                                  AMERICAN CAPITAL EQUITY I, LLC


                                                  By:  AMERICAN CAPITAL EQUITY
                                                       MANAGEMENT
                                                  Its: Manager

                                                  By:___________________________
                                                     Name:
                                                     Title:





                                       6
<PAGE>


                              SIGNATURE  PAGE TO WAIVER AND  AMENDMENT  NO. 1 TO
                              WARRANT



HOLDERS:
                                               AMERICAN CAPITAL STRATEGIES, LTD.


                                               By:______________________________
                                                  Name:
                                                  Title:






                                       7
<PAGE>


                              SIGNATURE  PAGE TO WAIVER AND  AMENDMENT  NO. 1 TO
                              WARRANT


HOLDERS:
                                                  CAMOFI MASTER LDC


                                                  By:___________________________
                                                     Name:
                                                     Title:







                                       8
<PAGE>


                              SIGNATURE  PAGE TO WAIVER AND  AMENDMENT  NO. 1 TO
                              WARRANT



HOLDERS:
                                                  CORNELL CAPITAL PARTNERS, LP


                                                  By:___________________________
                                                     Name:
                                                     Title:





                                       9
<PAGE>


                              SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO
                              WARRANT



HOLDERS:
                                                  CRANSHIRE CAPITAL, L.P.


                                                  By:___________________________
                                                     Name:
                                                     Title:







                                       10
<PAGE>


                              SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO
                              WARRANT



HOLDERS:
                                              CREDIT SUISSE SECURITIES (USA) LLC


                                              By:_______________________________
                                                 Name:
                                                 Title:







                                       11
<PAGE>


                              SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO
                              WARRANT



HOLDERS:
                                                  CRESCENT INTERNATIONAL LTD


                                                  By:___________________________
                                                     Name:
                                                     Title:






                                       12
<PAGE>


                              SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO
                              WARRANT




HOLDERS:
                                                  DIAMOND OPPORTUNITY FUND, LLC


                                                  By:___________________________
                                                     Name:
                                                     Title:







                                       13
<PAGE>


                              SIGNATURE  PAGE TO WAIVER AND  AMENDMENT  NO. 1 TO
                              WARRANT


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


                                                By:_____________________________
                                                   Name:
                                                   Title:






                                       14
<PAGE>


                                 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO
                                 WARRANT



HOLDERS:
                                                 GOTTBETTER CAPITAL MASTER, LTD.


                                                 By:___________________________
                                                    Name:
                                                    Title:





                                       15
<PAGE>


                              SIGNATURE  PAGE TO WAIVER AND  AMENDMENT  NO. 1 TO
                              WARRANT




HOLDERS:
                                                  HORIZON CAPITAL FUND LP


                                                  By:___________________________
                                                     Name:
                                                     Title:




                                       16
<PAGE>




                              SIGNATURE  PAGE TO WAIVER AND  AMENDMENT  NO. 1 TO
                              WARRANT



HOLDERS:
                                                  JMG CAPITAL PARTNERS, LP


                                                  By:___________________________
                                                     Name:
                                                     Title:





                                       17
<PAGE>



                              SIGNATURE  PAGE TO WAIVER AND  AMENDMENT  NO. 1 TO
                              WARRANT



HOLDERS:
                                                  JMG TRITON OFFSHORE FUND LTD.


                                                  By:___________________________
                                                     Name:
                                                     Title:






                                       18
<PAGE>




                              SIGNATURE  PAGE TO WAIVER AND  AMENDMENT  NO. 1 TO
                              WARRANT



HOLDERS:
                                                  MULSANNE PARTNERS, L.P.


                                                  By:___________________________
                                                     Name:
                                                     Title:






                                       19
<PAGE>




                              SIGNATURE  PAGE TO WAIVER AND  AMENDMENT  NO. 1 TO
                              WARRANT



HOLDERS:
                                                GOOD STEWARD TRADING COMPANY SPC


                                                By:_____________________________
                                                   Name:
                                                   Title:







                                       20
<PAGE>



                              SIGNATURE  PAGE TO WAIVER AND  AMENDMENT  NO. 1 TO
                              WARRANT



HOLDERS:
                                                  FINDERNE, L.L.C.


                                                  By:___________________________
                                                     Name:
                                                     Title:





                                       21
<PAGE>



                              SIGNATURE  PAGE TO WAIVER AND  AMENDMENT  NO. 1 TO
                              WARRANT



HOLDERS:
                                                  KNOTT PARTNERS, L.P.


                                                  By:___________________________
                                                     Name:
                                                     Title:





                                       22
<PAGE>



                              SIGNATURE  PAGE TO WAIVER AND  AMENDMENT  NO. 1 TO
                              WARRANT



HOLDERS:
                                                  SHOSHONE PARTNERS, L.P.


                                                  By:___________________________
                                                     Name:
                                                     Title:







                                       23
<PAGE>



                              SIGNATURE  PAGE TO WAIVER AND  AMENDMENT  NO. 1 TO
                              WARRANT



HOLDERS:
                                               COMMONFUND HEDGED EQUITY COMPANY


                                               By:______________________________
                                                  Name:
                                                  Title:





                                       24
<PAGE>



                              SIGNATURE  PAGE TO WAIVER AND  AMENDMENT  NO. 1 TO
                              WARRANT



HOLDERS:
                                                  MATTERHORN OFFSHORE FUND, LTD.


                                                  By:___________________________
                                                     Name:
                                                     Title:






                                       25
<PAGE>



                              SIGNATURE  PAGE TO WAIVER AND  AMENDMENT  NO. 1 TO
                              WARRANT



HOLDERS:
                                                MEADOWBROOK OPPORTUNITY FUND LLC


                                                  By:___________________________
                                                     Name:
                                                     Title:





                                       26
<PAGE>




                              SIGNATURE  PAGE TO WAIVER AND  AMENDMENT  NO. 1 TO
                              WARRANT



HOLDERS:
                                                  MLA CAPITAL, INC.


                                                  By:___________________________
                                                     Name:
                                                     Title:






                                       27
<PAGE>



                              SIGNATURE  PAGE TO WAIVER AND  AMENDMENT  NO. 1 TO
                              WARRANT


HOLDERS:
                                                  PARAGON CAPITAL LP


                                                  By:___________________________
                                                     Name:
                                                     Title:






                                       28
<PAGE>




                              SIGNATURE  PAGE TO WAIVER AND  AMENDMENT  NO. 1 TO
                              WARRANT



HOLDERS:
                                                  SIGMA CAPITAL ASSOCIATES, LLC


                                                  By:___________________________
                                                     Name:
                                                     Title:






                                       29
<PAGE>




                              SIGNATURE  PAGE TO WAIVER AND  AMENDMENT  NO. 1 TO
                              WARRANT


HOLDERS:
                                                  STELLAR CAPITAL FUND LLC


                                                  By:___________________________
                                                     Name:
                                                     Title:






                                       30
<PAGE>





                              SIGNATURE  PAGE TO WAIVER AND  AMENDMENT  NO. 1 TO
                              WARRANT


HOLDERS:
                                                  STRATFORD PARTNERS, LP


                                                  By:___________________________
                                                     Name:
                                                     Title:






                                       31
<PAGE>




                              SIGNATURE  PAGE TO WAIVER AND  AMENDMENT  NO. 1 TO
                              WARRANT


HOLDERS:
                                                  WOLVERINE CONVERTIBLE
                                                  ARBITRAGE FUND TRADING LIMITED


                                                  By:___________________________
                                                     Name:
                                                     Title:






                                       32
<PAGE>




                              SIGNATURE  PAGE TO WAIVER AND  AMENDMENT  NO. 1 TO
                              WARRANT


HOLDERS:
                                                  R&R BIOTECH PARTNERS LLC


                                                  By:___________________________
                                                     Name:
                                                     Title:






                                       33
<PAGE>




                              SIGNATURE  PAGE TO WAIVER AND  AMENDMENT  NO. 1 TO
                              WARRANT


HOLDERS:
                                                  KRG CAPITAL FUND II, L.P.


                                                  By:___________________________
                                                     Name:
                                                     Title:






                                       34
<PAGE>




                              SIGNATURE  PAGE TO WAIVER AND  AMENDMENT  NO. 1 TO
                              WARRANT


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


                                                  By:___________________________
                                                     Name:
                                                     Title:






                                       35
<PAGE>




                              SIGNATURE  PAGE TO WAIVER AND  AMENDMENT  NO. 1 TO
                              WARRANT


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


                                                  By:___________________________
                                                     Name:
                                                     Title:






                                       36
<PAGE>




                              SIGNATURE  PAGE TO WAIVER AND  AMENDMENT  NO. 1 TO
                              WARRANT


HOLDERS:
                                                  KRG CO-INVESTMENT, LLC


                                                  By:___________________________
                                                     Name:
                                                     Title:






                                       37
<PAGE>




                              SIGNATURE  PAGE TO WAIVER AND  AMENDMENT  NO. 1 TO
                              WARRANT


HOLDERS:
                                                  FMI INC.


                                                  By:___________________________
                                                     Name:
                                                     Title:






                                       38
<PAGE>




                              SIGNATURE  PAGE TO WAIVER AND  AMENDMENT  NO. 1 TO
                              WARRANT


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





                                       39
<PAGE>




                              SIGNATURE  PAGE TO WAIVER AND  AMENDMENT  NO. 1 TO
                              WARRANT


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





                                       40
<PAGE>




                              SIGNATURE  PAGE TO WAIVER AND  AMENDMENT  NO. 1 TO
                              WARRANT


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





                                       41
<PAGE>




                              SIGNATURE  PAGE TO WAIVER AND  AMENDMENT  NO. 1 TO
                              WARRANT


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





                                       42
<PAGE>




                              SIGNATURE  PAGE TO WAIVER AND  AMENDMENT  NO. 1 TO
                              WARRANT


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





                                       43
<PAGE>




                              SIGNATURE  PAGE TO WAIVER AND  AMENDMENT  NO. 1 TO
                              WARRANT


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





                                       44
<PAGE>




                              SIGNATURE  PAGE TO WAIVER AND  AMENDMENT  NO. 1 TO
                              WARRANT


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





                                       45
<PAGE>




                              SIGNATURE  PAGE TO WAIVER AND  AMENDMENT  NO. 1 TO
                              WARRANT


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





                                       46
<PAGE>




                              SIGNATURE  PAGE TO WAIVER AND  AMENDMENT  NO. 1 TO
                              WARRANT


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





                                       47
<PAGE>




                              SIGNATURE  PAGE TO WAIVER AND  AMENDMENT  NO. 1 TO
                              WARRANT


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





                                       48
<PAGE>




                              SIGNATURE  PAGE TO WAIVER AND  AMENDMENT  NO. 1 TO
                              WARRANT


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




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




                                       49
<PAGE>




                              SIGNATURE  PAGE TO WAIVER AND  AMENDMENT  NO. 1 TO
                              WARRANT


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





                                       50
<PAGE>




                              SIGNATURE  PAGE TO WAIVER AND  AMENDMENT  NO. 1 TO
                              WARRANT


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





                                       51
<PAGE>




                              SIGNATURE  PAGE TO WAIVER AND  AMENDMENT  NO. 1 TO
                              WARRANT


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





                                       52
<PAGE>




                              SIGNATURE  PAGE TO WAIVER AND  AMENDMENT  NO. 1 TO
                              WARRANT


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





                                       53
<PAGE>




                              SIGNATURE  PAGE TO WAIVER AND  AMENDMENT  NO. 1 TO
                              WARRANT


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





                                       54
<PAGE>




                              SIGNATURE  PAGE TO WAIVER AND  AMENDMENT  NO. 1 TO
                              WARRANT


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




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




                                       55
<PAGE>




                              SIGNATURE  PAGE TO WAIVER AND  AMENDMENT  NO. 1 TO
                              WARRANT


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





                                       56
<PAGE>




                              SIGNATURE  PAGE TO WAIVER AND  AMENDMENT  NO. 1 TO
                              WARRANT


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





                                       57
<PAGE>




                              SIGNATURE  PAGE TO WAIVER AND  AMENDMENT  NO. 1 TO
                              WARRANT


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





                                       58
<PAGE>




                              SIGNATURE  PAGE TO WAIVER AND  AMENDMENT  NO. 1 TO
                              WARRANT


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





                                       59
<PAGE>




                              SIGNATURE  PAGE TO WAIVER AND  AMENDMENT  NO. 1 TO
                              WARRANT


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





                                       60
<PAGE>




                              SIGNATURE  PAGE TO WAIVER AND  AMENDMENT  NO. 1 TO
                              WARRANT


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





                                       61
<PAGE>




                              SIGNATURE  PAGE TO WAIVER AND  AMENDMENT  NO. 1 TO
                              WARRANT


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





                                       62
<PAGE>




                              SIGNATURE  PAGE TO WAIVER AND  AMENDMENT  NO. 1 TO
                              WARRANT


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





                                       63
<PAGE>




                              SIGNATURE  PAGE TO WAIVER AND  AMENDMENT  NO. 1 TO
                              WARRANT


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





                                       64
<PAGE>




                              SIGNATURE  PAGE TO WAIVER AND  AMENDMENT  NO. 1 TO
                              WARRANT


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





                                       65
<PAGE>




                              SIGNATURE  PAGE TO WAIVER AND  AMENDMENT  NO. 1 TO
                              WARRANT


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





                                       66
<PAGE>




                              SIGNATURE  PAGE TO WAIVER AND  AMENDMENT  NO. 1 TO
                              WARRANT


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





                                       67
<PAGE>




                              SIGNATURE  PAGE TO WAIVER AND  AMENDMENT  NO. 1 TO
                              WARRANT


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





                                       68
<PAGE>




                              SIGNATURE  PAGE TO WAIVER AND  AMENDMENT  NO. 1 TO
                              WARRANT


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






                                       69
<PAGE>




                              SIGNATURE  PAGE TO WAIVER AND  AMENDMENT  NO. 1 TO
                              WARRANT


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





                                       70
<PAGE>




                              SIGNATURE  PAGE TO WAIVER AND  AMENDMENT  NO. 1 TO
                              WARRANT


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






                                       71
<PAGE>




                              SIGNATURE  PAGE TO WAIVER AND  AMENDMENT  NO. 1 TO
                              WARRANT


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






                                       72
<PAGE>




                              SIGNATURE  PAGE TO WAIVER AND  AMENDMENT  NO. 1 TO
                              WARRANT


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






                                       73
<PAGE>




                              SIGNATURE  PAGE TO WAIVER AND  AMENDMENT  NO. 1 TO
                              WARRANT


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






                                       74
<PAGE>




                              SIGNATURE  PAGE TO WAIVER AND  AMENDMENT  NO. 1 TO
                              WARRANT


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






                                       75
<PAGE>




                              SIGNATURE  PAGE TO WAIVER AND  AMENDMENT  NO. 1 TO
                              WARRANT


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






                                       76
<PAGE>




                              SIGNATURE  PAGE TO WAIVER AND  AMENDMENT  NO. 1 TO
                              WARRANT


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






                                       77
<PAGE>




                              SIGNATURE  PAGE TO WAIVER AND  AMENDMENT  NO. 1 TO
                              WARRANT


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






                                       78
<PAGE>




                              SIGNATURE  PAGE TO WAIVER AND  AMENDMENT  NO. 1 TO
                              WARRANT


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






                                       79
<PAGE>




                              SIGNATURE  PAGE TO WAIVER AND  AMENDMENT  NO. 1 TO
                              WARRANT


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






                                       80
<PAGE>




                              SIGNATURE  PAGE TO WAIVER AND  AMENDMENT  NO. 1 TO
                              WARRANT


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






                                       81
<PAGE>




                              SIGNATURE  PAGE TO WAIVER AND  AMENDMENT  NO. 1 TO
                              WARRANT


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






                                       82
<PAGE>




                              SIGNATURE  PAGE TO WAIVER AND  AMENDMENT  NO. 1 TO
                              WARRANT


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






                                       83
<PAGE>




                              SIGNATURE  PAGE TO WAIVER AND  AMENDMENT  NO. 1 TO
                              WARRANT


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






                                       84
<PAGE>




                              SIGNATURE  PAGE TO WAIVER AND  AMENDMENT  NO. 1 TO
                              WARRANT


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






                                       85
<PAGE>




                              SIGNATURE  PAGE TO WAIVER AND  AMENDMENT  NO. 1 TO
                              WARRANT


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






                                       86
<PAGE>




                              SIGNATURE  PAGE TO WAIVER AND  AMENDMENT  NO. 1 TO
                              WARRANT


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






                                       87
<PAGE>




                              SIGNATURE  PAGE TO WAIVER AND  AMENDMENT  NO. 1 TO
                              WARRANT


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






                                       88
<PAGE>




                              SIGNATURE  PAGE TO WAIVER AND  AMENDMENT  NO. 1 TO
                              WARRANT


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






                                       89
<PAGE>




                              SIGNATURE  PAGE TO WAIVER AND  AMENDMENT  NO. 1 TO
                              WARRANT


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






                                       90
<PAGE>




                              SIGNATURE  PAGE TO WAIVER AND  AMENDMENT  NO. 1 TO
                              WARRANT


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






                                       91
<PAGE>




                              SIGNATURE  PAGE TO WAIVER AND  AMENDMENT  NO. 1 TO
                              WARRANT


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






                                       92
<PAGE>




                              SIGNATURE  PAGE TO WAIVER AND  AMENDMENT  NO. 1 TO
                              WARRANT


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






                                       93
<PAGE>




                              SIGNATURE  PAGE TO WAIVER AND  AMENDMENT  NO. 1 TO
                              WARRANT


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






                                       94
<PAGE>




                              SIGNATURE  PAGE TO WAIVER AND  AMENDMENT  NO. 1 TO
                              WARRANT


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






                                       95
<PAGE>




                              SIGNATURE  PAGE TO WAIVER AND  AMENDMENT  NO. 1 TO
                              WARRANT


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






                                       96
<PAGE>




                              SIGNATURE  PAGE TO WAIVER AND  AMENDMENT  NO. 1 TO
                              WARRANT


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






                                       97
<PAGE>





                              SIGNATURE  PAGE TO WAIVER AND  AMENDMENT  NO. 1 TO
                              WARRANT


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






                                       98
<PAGE>




                              SIGNATURE  PAGE TO WAIVER AND  AMENDMENT  NO. 1 TO
                              WARRANT


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






                                       99
<PAGE>




                              SIGNATURE  PAGE TO WAIVER AND  AMENDMENT  NO. 1 TO
                              WARRANT


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






                                      100
<PAGE>




                              SIGNATURE  PAGE TO WAIVER AND  AMENDMENT  NO. 1 TO
                              WARRANT


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






                                      101
<PAGE>




                              SIGNATURE  PAGE TO WAIVER AND  AMENDMENT  NO. 1 TO
                              WARRANT


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






                                      102
<PAGE>




                              SIGNATURE  PAGE TO WAIVER AND  AMENDMENT  NO. 1 TO
                              WARRANT


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






                                      103
<PAGE>




                              SIGNATURE  PAGE TO WAIVER AND  AMENDMENT  NO. 1 TO
                              WARRANT


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






                                      104
<PAGE>




                              SIGNATURE  PAGE TO WAIVER AND  AMENDMENT  NO. 1 TO
                              WARRANT


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






                                      105
<PAGE>




                              SIGNATURE  PAGE TO WAIVER AND  AMENDMENT  NO. 1 TO
                              WARRANT


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







                                      106
<PAGE>




                              SIGNATURE  PAGE TO WAIVER AND  AMENDMENT  NO. 1 TO
                              WARRANT


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







                                      107
<PAGE>





                              SIGNATURE  PAGE TO WAIVER AND  AMENDMENT  NO. 1 TO
                              WARRANT


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







                                      108
<PAGE>




                              SIGNATURE  PAGE TO WAIVER AND  AMENDMENT  NO. 1 TO
                              WARRANT


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







                                      109
<PAGE>




                              SIGNATURE  PAGE TO WAIVER AND  AMENDMENT  NO. 1 TO
                              WARRANT


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







                                      110
<PAGE>




                              SIGNATURE  PAGE TO WAIVER AND  AMENDMENT  NO. 1 TO
                              WARRANT


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




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






                                      111
<PAGE>




                              SIGNATURE  PAGE TO WAIVER AND  AMENDMENT  NO. 1 TO
                              WARRANT


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








                                      112