EX-10.50

     SECOND AMENDMENT TO SECURITIES PURCHASE AGREEMENT (NOTES AND WARRANTS)
                    AND FIRST AMENDMENT TO JOINDER AGREEMENT

        THIS  SECOND  AMENDMENT  TO  SECURITIES  PURCHASE  AGREEMENT  (NOTES AND
WARRANTS) AND FIRST AMENDMENT TO JOINDER AGREEMENT dated as of May __, 2007 (the
"AMENDMENT"), is entered into by and between Maritime Logistics US Holdings Inc.
(the  "COMPANY"),  Summit  Global  Logistics,  Inc.  (formerly  know as  Aerobic
Creations, Inc.) ("SHELLCO") and Law Debenture Trust Company of New York, in its
capacity as collateral  agent for and on behalf of the Buyers (as defined below)
(in such capacity,  "COLLATERAL AGENT").  Capitalized terms used but not defined
herein shall have the  meanings  ascribed to them in the  Agreement  (as defined
below).

        WHEREAS,  the  Company,   ShellCo,   Collateral  Agent  and  the  Buyers
(hereinafter  defined) entered into that certain  Securities  Purchase Agreement
(Notes and  Warrants)  dated as of  November  8, 2006 (as amended to date and as
amended,  supplemented,  extended,  renewed,  restated,  replaced  or  otherwise
modified from time to time, the "AGREEMENT").

        WHEREAS,  Company and ShellCo have  requested that Buyers and Collateral
Agent (i) waive the Events of Defaults  (as defined in the Notes) that  occurred
and are  continuing as a result of (A) ShellCo's  failure to timely  deliver the
quarterly  financial  statements  for the quarter ending on December 31, 2006 in
accordance  with  Section  14(g)(i)  of the Notes (in  effect  prior to the date
hereof), (B) ShellCo's failure to timely deliver the annual financial statements
for the fiscal year  ending on December  31,  2006 in  accordance  with  Section
14(g)(ii)  of the Notes (in effect prior to the date  hereof),  (C) changing the
name of ShellCo  after the latest date  permitted  therefor  under the  Security
Agreement (as defined in the Notes),  (D) the failure (if any) of ShellCo and/or
Company to notify the Collateral Agent and/or the Buyers  (hereinafter  defined)
of the other Existing  Events of Default  (hereinafter  defined) within the time
periods  required under the Transaction  Documents,  (E) failure to pay, through
the date hereof,  the default rate of Interest to Noteholders under Section 2(c)
of the Notes arising as a result of the occurrence and continuation of the other
Existing Events of Default (such 2% increase in Interest Rate through the period
ending on the date hereof, the "DEFAULT INTEREST") and (F) ShellCo's failure (if
any) to comply with the  financial  covenants  set forth in Section 14(l) of the
Notes (in effect prior to the date  hereof) for the quarter  ending on March 31,
2007  (collectively,  the  "EXISTING  EVENTS  OF  DEFAULT")  and (ii)  amend the
Agreement in certain respects,  including without limitation, to (A) provide for
the  amendment and  restatement  of the Notes issued on the Closing Date and (B)
provide for the issuance of additional  secured  convertible  notes and warrants
(of like tenor to the Notes and Warrants, respectively) (such additional secured
convertible  notes,  the  "NEW  NOTES";  such  additional  warrants,   the  "NEW
WARRANTS");

        WHEREAS,  (i) the  consent  of each of the  holders  of the Notes  (each
individually,  a "HOLDER" and  collectively,  the "HOLDERS";  as further defined
hereinafter)  is required to waive the  Existing  Events of Default and (ii) the
consent of the Holders of at least a majority of the aggregate  principal amount
of the Notes now  outstanding  is  required to amend the  Agreement  as provided
herein;

        WHEREAS,  each of the Holders has agreed to waive the Existing Events of
Default and to amend the Agreement as provided herein, in each case,  subject to
the terms and conditions hereof; and



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<PAGE>

        WHEREAS,  as partial  consideration  for Holders  agreement to waive the
Existing  Events of Default and to amend the  Agreement in  accordance  with the
provisions  hereof,  ShellCo has agreed to amend,  restate and replace the Notes
issued  on the  Closing  Date  with the  Amended  and  Restated  Senior  Secured
Convertible Notes (hereinafter defined).

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

        SECTION 1. AMENDMENTS.
                   -----------

        a.  RECITALS.  The  reference to "Section  6(o)" set forth in the second
recital to the  Agreement is hereby  deleted  therefrom  and  "Section  7(y)" is
substituted in lieu thereof.

        b. AEROBIC CREATIONS,  INC. All references to "Aerobic Creations,  Inc."
set forth in the Agreement and the Joinder Agreement (hereinafter defined) shall
mean "Summit Global Logistics, Inc."

        c. BUYERS. All references to "Buyers" in the Agreement shall mean (i) in
respect  of the  period  from  November  8,  2006  through  the day  immediately
preceding  the date hereof,  the "Buyers"  referenced  on the Schedule of Buyers
attached  to the  Agreement  prior to the date hereof and (ii) in respect of the
period from and after the date hereof,  the "Buyers"  referenced on the Schedule
of Buyers  attached to the Agreement,  after giving effect to (A) this Amendment
and  (B)  any  other  subsequent  amendments  to  the  Schedule  of  Buyers,  as
applicable. Each New Buyer (hereinafter defined) acknowledges and agrees that it
shall be a "Buyer" (and Holder),  as of the date hereof,  for all purposes under
the Agreement and the other applicable Transaction Documents.

        d. HOLDERS.  All references to "Holders" in the Agreement shall mean the
holders, from time to time, of the Notes.

        e. NOTES.  All references to "Notes" in the 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  Agreement  prior to
giving effect to this Amendment and (ii) in respect of the period from and after
the date hereof, the "Notes", as defined in the Agreement prior to giving effect
to this Amendment, as such Notes are amended and restated in accordance with the
provisions hereof plus the New Notes, as the foregoing may be amended, restated,
supplemented and/or modified from time to time.

        f. TRANSACTION DOCUMENTS.  All references to "Transaction  Documents" in
the  Agreement  and the other  Transaction  Documents  shall  also  include  the
following documents executed in connection herewith:  (i) the First Amendment to
Guaranty ("FIRST  AMENDMENT TO GUARANTY"),  (ii) the First Amendment to Security
Agreement ("FIRST AMENDMENT TO SECURITY  AGREEMENT"),  (iii) the First Amendment
to Pledge Agreement ("FIRST AMENDMENT TO PLEDGE AGREEMENT"), (iv) the New Notes,
(v) the Amended and Restated  Senior  Secured  Convertible  Notes,  (vi) the New
Warrants,  (vii) this  Amendment,  (viii) Waiver and Amendment No. 1 to Warrants
(Notes) and (ix) Waiver and Amendment  No. 1 to  Registration  Rights  Agreement
(Notes).



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<PAGE>

        g. WARRANTS.  All  references to "Warrants" in the 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 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 New  Warrants,  as the foregoing may be amended,
restated, supplemented and/or modified from time to time.

        h. INTENTIONALLY OMITTED.

        i. USE OF PROCEEDS.  Notwithstanding  any other  provisions set forth in
the  Agreement  or any of the  other  Transaction  Documents,  ShellCo  shall be
permitted  to  use  the  proceeds  from  the  payment  of  the  Purchase   Price
(hereinafter   defined)  for  general  corporate  purposes,   including  without
limitation, to pay professional fees (including, without limitation,  attorneys'
fees) and other  administrative  costs and  expenses  incurred by  ShellCo,  the
Company and their  respective  Subsidiaries in connection with the  negotiation,
documentation,  execution and  administration  of the New Notes, the Amended and
Restated Senior Secured  Convertible Notes and the other  agreements,  documents
and instruments executed and/or delivered in connection herewith and therewith.

        j. INTENTIONALLY OMITTED.

        k. INTENTIONALLY OMITTED.

        l.  RESERVATION  OF  SHARES.  Section  4(l) of the  Agreement  is hereby
deleted in its entirety and the following is substituted in lieu thereof:

        "RESERVATION  OF  SHARES.  For as long as any  Buyer  owns any  Notes or
        Warrants, ShellCo shall take all actions necessary to at all times after
        the  Closing  Date have  authorized,  and  reserved  for the  purpose of
        issuance,  no less than  130% of the sum of (i) the  number of shares of
        Common Stock issuable upon  conversion of all of the Notes issued at the
        Closing and on May __,  2007,  (ii) the number of shares of Common Stock
        issuable upon exercise of the Warrants  issued at the Closing and on May
        __, 2007,  and (iii) the number of shares of Common Stock  issuable upon
        exercise of the Common PIPE  Warrants  (without  taking into account any
        limitations  on the  conversion of the Notes or exercise of the Warrants
        or Common PIPE Warrants set forth in the Notes, Warrants and Common PIPE
        Warrants, respectively)."

        m. The last sentence of Section 7(cc) of the Agreement is hereby deleted
in its entirety.

        n. NOTICE.  Section 9(f) of the Agreement is hereby  amended by deleting
"John G.  Nossiff,  Jr."  therefrom and by  substituting  "David D. Gammell" and
"Andreas P. Andromalos" in lieu thereof.

        o. SCHEDULE OF BUYERS.  The Schedule of Buyers attached to the Agreement
is  hereby  deleted  in its  entirety  and the  attached  Schedule  of Buyers is
substituted in lieu thereof.



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<PAGE>

        SECTION  2. NEW BUYER  REPRESENTATIONS  AND  WARRANTIES.  Each New Buyer
represents and warrants that (i) it is an "accredited  investor" as that term is
defined in Rule 501(a) of Regulation D and (ii) such Buyer is acquiring such New
Note(s),  and such New  Warrant(s),  and upon conversion of such New Note(s) and
exercise of such New Warrant(s) will acquire the Conversion Shares issuable upon
conversion  of such New Note(s) and the Warrant  Shares  issuable  upon exercise
thereof, in the ordinary course of business,  for its own account and not with a
view towards,  or for resale in connection with, the public sale or distribution
thereof,  except pursuant to sales registered or exempted under the 1933 Act and
such New Buyer does not have a present arrangement to effect any distribution of
the Securities to or through any person or entity.

        SECTION 3.  WAIVER OF  EXISTING  EVENTS OF  DEFAULT;  ACCRUAL OF DEFAULT
INTEREST.

        (a) Effective upon the Second Closing Date  (hereinafter  defined),  the
Collateral Agent and Holders hereby waive the Existing Events of Default through
the date hereof.  This waiver is and shall be effective  solely for the specific
instance and purpose  described herein and is not and shall not be applicable to
any other Events of Default  whether now existing or  hereafter  occurring.  The
Collateral Agent and Holders  acknowledge and agree that all rights and remedies
of Collateral  Agent and Holders that arose as a result of the occurrence of the
Existing  Events of Default  shall have no force or effect until such rights and
remedies  arise anew upon the  occurrence  of an Event of Default  that does not
constitute an Existing Event of Default.

        (b) All  Default  Interest  shall be added to the  Principal  under  the
Amended and Restated Senior Secured Convertible Notes (hereinafter  defined), on
a pro rata  basis,  as of the date  hereof  and shall not be  payable  until the
earlier  to occur  of the  Maturity  Date  (as  defined  in the  Notes)  and the
Conversion Date with respect to the conversion of all of the Principal under the
applicable Amended and Restated Senior Secured Convertible Notes to Common Stock
(of ShellCo).

        SECTION 4. AMENDMENT AND RESTATEMENT OF NOTES; ISSUANCE OF NEW NOTES AND
NEW WARRANTS

        a. PURCHASE OF NEW NOTES AND NEW WARRANTS.  Subject to the  satisfaction
(or waiver) of the conditions set forth in Sections 9 and 10 below,  (i) ShellCo
shall issue and sell to each New Buyer,  and each New Buyer  severally,  but not
jointly, agrees to purchase from ShellCo on the Second Closing Date (hereinafter
defined),  (x) the  principal  amount of New Notes set forth  opposite  such New
Buyer's  name in column  (1) on the  attached  Schedule  of  Buyers  and (y) the
related  Warrants  to  acquire  up to that  number of  Warrant  Shares set forth
opposite such New Buyer's name in column (7) on the attached  Schedule of Buyers
and (ii) ShellCo shall issue  Amended and Restated  Senior  Secured  Convertible
Note(s) to each Buyer  (other than the New Buyers),  which shall amend,  restate
and  replace the Note(s)  previously  issued by ShellCo to such Buyer  (together
with the other Amended and Restated Senior Secured  Convertible  Notes issued to
the other Buyers on the date hereof,  the "AMENDED AND RESTATED  SENIOR  SECURED
CONVERTIBLE   NOTES"),   and  each  Buyer  (other  than  the  New  Buyers),   as
consideration  for the  issuance  of the  Amended and  Restated  Senior  Secured
Convertible Note(s) to such Buyer, severally, but not jointly, agrees to (A) pay
to ShellCo at the closing the amount set forth  opposite  such  Buyer's  name in
column  (8) set forth on the  attached  Schedule  of Buyers,  (B)



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<PAGE>


waive certain rights under the Registration  Rights Agreement in accordance with
the Waiver and Amendment No. 1 to Registration Rights Agreement dated as of even
date hereof ("FIRST AMENDMENT TO REGISTRATION  RIGHTS AGREEMENT") and (C) return
to ShellCo the Note(s)  issued to such Buyer on the  Closing  Date (the  "SECOND
CLOSING").

        b. SECOND CLOSING.  The date and time of the Second Closing (the "SECOND
CLOSING  DATE") shall be 10:00 a.m.,  New York City time, on the first  Business
Day  following  the  satisfaction  (or  waiver) and  notification  of ShellCo of
satisfaction  (or waiver) of the  conditions to the Second  Closing set forth in
Sections 9 and 10 below (or such later or earlier date as is mutually  agreed to
by ShellCo and each of the Buyers).

        c. PURCHASE  PRICE.  The aggregate  purchase price for the New Notes and
the New Warrants  and cash  purchase  price for the Amended and Restated  Senior
Secured  Convertible  Notes to be purchased by the Buyers at the Second  Closing
(the  "PURCHASE  PRICE")  shall be  payable by Buyers in the  amounts  set forth
opposite  the Buyers'  names in column (8) of the  attached  Schedule of Buyers.
Each New Buyer shall pay $1,000 for each $1,000 of principal amount of New Notes
and related New Warrants to be purchased by such Buyer at the Second Closing.

        d. FORM OF PAYMENT. On the Second Closing Date, (i) each Buyer shall pay
its  respective  portion of the Purchase  Price to ShellCo and/or to one or more
designees  of ShellCo  for the Notes and  Warrants to be issued and sold to such
Buyer at the Second Closing, by wire transfer of immediately  available funds in
accordance with the Company's or ShellCo's  written wire  instructions  attached
hereto at  Exhibit  B, and (ii)  ShellCo  shall  deliver to each Buyer the Notes
which such Buyer is then purchasing  hereunder along with warrants  representing
the  Warrants  which such Buyer is  purchasing,  in each case duly  executed  on
behalf of  ShellCo  and  registered  in the name of such  Buyer or,  subject  to
compliance with applicable securities laws, its designee.

        SECTION 5. CONSENT.  The Collateral  Agent and each of the Buyers hereby
consents to the  issuance  of the New Notes,  the New  Warrants  and Amended and
Restated Senior Secured Convertible Notes  notwithstanding any restrictions upon
the  issuance  of the  same  set  forth  in  the  Agreement  (including  without
limitation,  under  Sections  4(i)  and  4(j)  of the  Agreement)  or the  other
Transaction Documents.

        SECTION 6. CLOSING FEE.  ShellCo agrees to pay to Collateral  Agent, for
the  benefit of the Buyers  (other  than the New  Buyers),  a closing  fee in an
amount equal to TWO HUNDRED FIFTY THOUSAND DOLLARS ($250,000.00), which shall be
(i) payable on the Maturity Date in cash (the  "CLOSING  FEE") and (ii) paid, in
accordance with clause (i) of this Section 6, pro rata to the Buyers (other than
the New Buyers) who were issued Amended and Restated Senior Secured  Convertible
Notes.  ShellCo agrees to pay a TWO THOUSAND  DOLLAR  ($2,000)  amendment fee to
Collateral Agent on the date hereof ("AMENDMENT FEE").

        SECTION 7.    JOINDER.
                      -------

        (a) ShellCo  acknowledges,  confirms  and agrees  that  pursuant to that
certain  Joinder  Agreement  dated as of November  8, 2006 by ShellCo  ("JOINDER
AGREEMENT"):



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<PAGE>

               (i)  Each of the  representations  and  warranties  set  forth in
Section 3 (other  than the first  sentence  of Section  3(o)) of the  Agreement,
mutatis  mutandis,  were as of the  Closing  Date  true and  correct  as if each
reference to the Company contained in such  representations and warranties was a
reference  to ShellCo  (unless  otherwise  expressly  provided  herein or in the
disclosure schedules hereto).

               (ii) ShellCo assumed all covenants and obligations of the Company
set forth in the Agreement (including,  without limitation,  all indemnification
obligations)  as if each  obligation of the Company and each  reference  thereto
contained in the Agreement was an obligation of and a reference to ShellCo.

        (b) ShellCo,  Collateral Agent and Buyers acknowledge and agree that the
representations  and warranties set forth in the Joinder  Agreement were made as
of the Closing Date.

        (c)  ShellCo,  Collateral  Agent and Buyers  acknowledge  and agree that
clauses A, B, C, D, E, F, G, H, J, K, L, M, N and O of Section 4 of the  Joinder
Agreement are hereby deleted in their entirety and the  "Intentionally  Omitted"
is substituted in lieu thereof.

        SECTION 8. MATERIAL  NON-PUBLIC  INFORMATION.  Notwithstanding any other
provisions  set  forth  herein  or in  any of the  other  Transaction  Documents
(including,  without  limitation,  any reporting  and/or  notice  requirements),
ShellCo shall not, and shall cause its Subsidiaries and each of their respective
officers, directors,  employees and agents, not to, provide the Collateral Agent
or Buyers with any material,  nonpublic  information regarding ShellCo or any if
its  Subsidiaries  from and after  the  filing  of the 8-K  Filing  with the SEC
without the express written  consent of the Collateral  Agent and the applicable
Buyer, as applicable,  and such Buyer's and/or  Collateral  Agent's  delivery to
ShellCo of a  confidentiality  agreement with respect to such  information to be
disclosed.

        SECTION 9. CONDITIONS TO SHELLCO'S OBLIGATION TO SELL. The obligation of
the  ShellCo  hereunder  to issue  and sell the New Notes  and the  related  New
Warrants and the Amended and Restated Senior Secured  Convertible  Notes to each
applicable  Buyer at the Second  Closing is subject to the  satisfaction,  at or
before the Second Closing Date, of each of the following conditions,  reasonably
satisfactory  to the ShellCo,  provided that these  conditions are for ShellCo's
benefit  and may be  waived by  ShellCo  at any time in its sole  discretion  by
providing each Buyer with prior written notice thereof:

        (a) Each Buyer and  Collateral  Agent  shall have  executed  each of the
following documents to which it is a party and delivered the same to ShellCo, as
applicable:  (i) the First  Amendment to Guaranty,  (ii) the First  Amendment to
Security  Agreement,  (iii) the First Amendment to Pledge  Agreement,  (iv) this
Amendment,  (v) Waiver and Amendment  No. 1 to Warrants  (Notes) and (vi) Waiver
and Amendment No. 1 to Registration Rights Agreement (Notes).

        (b) Each Buyer shall have  delivered to ShellCo or its  designee(s)  its
portion  of the  Purchase  Price for the New  Notes,  the New  Warrants  and the
Amended and Restated  Senior Secured  Convertible  Notes being purchased by such
Buyer at the Second  Closing by wire  transfer of  immediately  available  funds
pursuant to the wire  instructions set forth on Exhibit B



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<PAGE>

attached  hereto.  Each Buyer's delivery of its portion of the Purchase Price to
ShellCo shall constitute and evidence such Buyer's agreement that the conditions
precedent set forth in Section 10 hereof have been satisfied.

        SECTION 10.  CONDITIONS  TO EACH BUYER'S  OBLIGATION  TO  PURCHASE.  The
obligation of each Buyer  hereunder to purchase,  as applicable,  the New Notes,
the New Warrants and the Amended and Restated Senior Secured  Convertible  Notes
at the Second  Closing is subject to the  satisfaction,  at or before the Second
Closing  Date,  of  each  of  the  following  conditions,  provided  that  these
conditions  are for each Buyer's sole benefit and may be waived by such Buyer at
any time in its sole  discretion  by providing  the ShellCo  with prior  written
notice thereof:

        (a) Each of the Company, ShellCo and each of their Subsidiaries,  to the
extent  each is a party  thereto,  shall have  executed  and  delivered  to each
applicable Buyer: (i) the First Amendment to Guaranty,  (ii) the First Amendment
to Security Agreement,  (iii) the First Amendment to Pledge Agreement,  (iv) the
New Notes, (v) the Amended and Restated Senior Secured  Convertible  Notes, (vi)
the New  Warrants,  (vii) this  Amendment,  (viii) Waiver and Amendment No. 1 to
Warrants  (Notes) and (ix) Waiver and  Amendment  No. 1 to  Registration  Rights
Agreement (Notes).

        (b) On or prior to Second  Closing Date,  (i) ShellCo,  Fortress  Credit
Corp.,  the Company and certain of the Subsidiaries of ShellCo and Company shall
have entered into and delivered to each of the Buyers and  Collateral  Agent the
First  Amendment  to Senior Loan  Agreement,  in form and  substance  reasonably
satisfactory to each Buyer, (ii) Fortress Credit Corp., the Company, ShellCo and
the Collateral Agent shall have entered into and delivered to each of the Buyers
and the Collateral Agent the First Amendment to Intercreditor Agreement, in form
and  substance  reasonably  satisfactory  to each  Buyer  ("FIRST  AMENDMENT  TO
INTERCREDITOR  AGREEMENT") and (iii) ShellCo shall have delivered to each of the
Buyers a true and correct copy of the final form of the PIPE Notes and such PIPE
Notes  shall  be in  form  and  substance  reasonably  satisfactory  to  Buyers,
including with respect to subordination of the PIPE Notes to the Notes.

        (c) The Company,  ShellCo and each entity  which is a Subsidiary  of the
Company  immediately  prior to the Second  Closing Date shall have  delivered to
such Buyer a secretary's  certificate in the form attached  hereto as EXHIBIT C,
executed  by the  secretary  of such  Person and dated as of the Second  Closing
Date, certifying (A) that the attached written consent of or resolutions adopted
by the board of directors of such Person in connection  with this  Amendment are
true,  complete and correct and remain  unamended  and in full force and effect,
(B) that the attached  certificate of  incorporation or certificate of formation
of such Person is true,  complete and correct and remains  unamended and in full
force and effect,  (C) that the  attached  bylaws or limited  liability  company
agreement or operating  agreement of such Person are true,  complete and correct
and remain  unamended and in full force and effect and (D) as to the  incumbency
and specimen  signature of each officer of such Person executing this Agreement,
the other Transaction  Documents and any other document  delivered in connection
herewith on behalf of such Person.

        (d) The representations  and warranties of the Company,  ShellCo and any
Subsidiary set forth in this Amendment,  the Agreement or any other  Transaction
Document  shall be true and




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<PAGE>

correct  in  all  material  respects  (except  for  those   representations  and
warranties that are qualified by materiality or Material  Adverse Effect,  which
shall be true and  correct in all  respects)  as of the date when made and as of
the Second Closing Date (except with respect to the  representation and warranty
set forth in Section 3(k) of the  Agreement) as though made at that time (except
for  representations  and warranties  which speak as of a specific date, each of
which  shall be true and  correct as of such date) and the  Company,  ShellCo or
each Subsidiary, as applicable, shall have performed,  satisfied and complied in
all material respects with the covenants,  agreements and conditions required by
the  Transaction  Documents to be performed,  satisfied or complied with by such
entity at or prior to the  Second  Closing  Date,  except  with  respect to such
covenants,   agreements  and  conditions  that  Company,  ShellCo  and/or  their
respective  Subsidiaries  failed to  satisfy  or comply  with  resulting  in the
occurrence of the Existing  Events of Default.  Such Buyer shall have received a
certificate  delivered  and executed by the President of each of the Company and
ShellCo,  dated as of the Second Closing Date, to the foregoing effect and as to
such other  matters  as may be  reasonably  requested  by such Buyer in the form
attached hereto as EXHIBIT D

        (e) Intentionally Omitted.

        (f) The Company and ShellCo  shall have (i) obtained  all  governmental,
regulatory  or third party  consents  and  approvals,  if any, and (ii) made all
filings under all applicable  federal and state  securities  laws (to the extent
such filings  must be made on or prior to the Second  Closing Date in each case)
necessary  to  consummate  the  issuance  and the sale of the New  Notes and New
Warrants.

        (g) The Company shall have delivered to each Buyer such other  documents
relating to the transactions contemplated by this Amendment as each Buyer or its
counsel may reasonably request.

        (h) ShellCo shall have paid the Amendment Fee to Collateral Agent.

        (i)  Buyers  shall have  received  a copy of the legal  opinion of Brown
Rudnick   Berlack  Israels  LLP,  dated  as  of  the  Second  Closing  Date,  in
substantially the form of EXHIBIT E attached hereto.

        (j) Buyers shall have received a true,  correct and complete copy of the
engagement letter of ShellCo with the Consultant,  as duly authorized,  executed
and delivered by the parties thereto.

        SECTION 11. BOARD OF DIRECTORS SEAT. The Required Holders shall have the
right to nominate  one member of the  ShellCo's  board of  directors at the next
annual  meeting of the ShellCo's  shareholders  after May 18, 2007 provided that
(i) such member has  industry  experience  satisfactory  to  ShellCo,  (ii) such
member is independent in accordance with the NASDAQ rules regarding independence
of directors  and (iii) such member and  nomination  is subject to the ShellCo's
corporate governance documents and requirements. Until such member is elected to
the ShellCo's board of directors,  the Required  Holders shall have the right to
nominate an observer to the  ShellCo's  board of  directors  provided  that such
observer is acceptable to the ShellCo.  Notwithstanding the foregoing, Radcliffe
SPC, Ltd., for and on behalf of the Class A Segregated  Portfolio,  shall not be
entitled to  participate  under this Section 11 in



                                       8
<PAGE>

the  nomination  of an  observer  to  ShellCo's  board  of  directors  or in the
nomination of a member to ShellCo's board of directors.

        SECTION 12.  COLLATERAL AGENT.
                     ----------------

        (a) Each New Buyer hereby (x) appoints Law  Debenture  Trust  Company of
New York, as the Collateral  Agent for such Buyer under the Securities  Purchase
Agreement and the other applicable Transaction Documents, and (y) each New Buyer
hereby authorizes the Collateral Agent (and its officers,  directors,  employees
and agents) in such capacity to take any and all such actions on its behalf with
respect  to the  Collateral  (as  defined  in the  Security  Documents)  and the
Obligations  in  accordance  with the  terms  of this  Agreement  and the  other
applicable Transaction Documents. The Collateral Agent shall not have, by reason
hereof or any of the other Transaction  Documents,  a fiduciary  relationship in
respect of any New Buyer.  Neither the Collateral Agent nor any of its officers,
directors,  employees  and agents shall have any  liability to any New Buyer for
any action taken or omitted to be taken in connection herewith or therewith each
New Buyer agrees to defend, protect,  indemnify and hold harmless the Collateral
Agent and all of its officers,  directors,  employees and agents  (collectively,
the "CA  INDEMNITEES")  from  and  against  any  losses,  damages,  liabilities,
obligations,  penalties,  actions,  judgments,  suits,  fees, costs and expenses
(including, without limitation,  reasonable attorneys' fees, costs and expenses)
incurred by such CA  Indemnitee,  whether  direct,  indirect  or  consequential,
arising from or in connection  with the performance by such CA Indemnitee of the
duties and obligations of Collateral  Agent pursuant to the Securities  Purchase
Agreement and to the other applicable Transaction Documents.

        (b) Without limiting the generality of the foregoing,  each Buyer hereby
irrevocably appoints and authorizes  Collateral Agent to execute and deliver the
First  Amendment to  Intercreditor  Agreement,  the First  Amendment to Security
Agreement,  the First  Amendment to Guaranty  and the First  Amendment to Pledge
Agreement (on  substantially  the terms set forth in the forms of such documents
attached  as Exhibit A attached  hereto)  for and on behalf of such Buyer and to
perform all of the  obligations  and duties of  Collateral  Agent  provided  for
therein,  and  each  Buyer  shall be  bound  by the  terms of the  Intercreditor
Agreement,  the First Amendment to Intercreditor  Agreement, the First Amendment
to Guaranty,  the First Amendment to Security  Agreement and the First Amendment
to Pledge Agreement as if such Buyer were an original signatory  thereto.  As to
(x) any matters not expressly  provided for by this  Amendment or the Securities
Purchase  Agreement  and the other  Transaction  Documents  (including,  without
limitation,  enforcement  of any  security  interests)  and (y) any  amendments,
consents or waivers of any Transaction Document,  the Collateral Agent shall not
be required to exercise any discretion or take any action, but shall be required
to act or to refrain  from acting (and shall be fully  protected in so acting or
refraining  from acting) upon the  instructions  of the Required  Holders or all
Holders  (as  applicable),  and,  in the  case of  instructions  required  to be
provided by Required Holders, such instructions of the Required Holders shall be
binding upon all Holders.

        SECTION  13.  RETURN OF NOTES.  Each Buyer  (other  than the New Buyers)
agrees  that upon the  issuance  of the  Amended  and  Restated  Senior  Secured
Convertible  Note to such  Buyer,  (i) the Note  issued to such  Buyer as of the
Closing Date shall be null and void, (ii) such Buyer shall notate  conspicuously
"CANCELLED" across each page of such originally issued Note issued to such Buyer
on the Closing  Date,  (iii) such Buyer agrees to return,  within  fourteen (14)
days after the date hereof,  to ShellCo such originally issued Note issued to it
and (iv) until such




                                       9
<PAGE>

originally  issued Note issued to such Buyer is returned to ShellCo,  such Buyer
agrees to  indemnify  ShellCo for any loss or cost ShellCo may incur as a result
of any other  person who is in  possession  of such Note  claiming an  ownership
interest in such Note.

        SECTION 14.  WAIVER.  Noteholders  and the holders of the Warrants waive
(i) their  Purchase  Rights under  Section 6(a) of the Notes,  (ii) their rights
under  Section 7(a) of the Notes,  and (iii) their rights under Section 2 of the
Warrant,  each in connection with the amendment to the Warrants and the issuance
of the Amended and Restated Senior Secured Convertible Notes, the New Notes, the
New Warrants and the PIPE Notes.

        SECTION 15.  INDEPENDENT  NATURE OF BUYERS'  OBLIGATIONS AND RIGHTS. The
obligations  of each Buyer under any  Transaction  Document  are several and not
joint with the obligations of any other Buyer, and no Buyer shall be responsible
in any way for the  performance of the  obligations of any other Buyer under any
Transaction  Document.  Nothing  contained  herein or in any  other  Transaction
Document,  and no action taken by any Buyer pursuant hereto or thereto, shall be
deemed to  constitute  the  Buyers as a  partnership,  an  association,  a joint
venture or any other kind of entity, or create a presumption that the Buyers are
in any way acting in concert or as a group in respect of such obligations or the
transactions   contemplated  by  the  Transaction   Documents  and  the  Company
acknowledges  on behalf of itself and ShellCo  that the Buyers are not acting in
concert  or as a group  in  respect  of  such  obligations  or the  transactions
contemplated  by the  Transaction  Documents.  Each Buyer  confirms  that it has
independently participated in the negotiation of the transaction contemplated by
this Amendment and the Transaction  Documents 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  Buyer,  and that it is not  acting in
concert with any other Buyer in making its purchase of  Securities  hereunder or
in monitoring its investment in ShellCo.  The Buyers and, to its knowledge,  the
Company agree that no action taken by any Buyer pursuant  hereto or to the other
Transaction   Documents,   shall  be  deemed  to  constitute  the  Buyers  as  a
partnership,  an  association,  a joint  venture  or any other kind of entity or
group, or create a presumption  that the Buyers are in any way acting in concert
or would deem such  Buyers to be members of a "group"  for  purposes  of Section
13(d) of the 1934 Act.  The Buyers each confirm that they have not agreed to act
together for the purpose of  acquiring,  holding,  voting or disposing of equity
securities  of  ShellCo.  The Company has elected to provide all Buyers with the
same terms and Transaction  Documents for the convenience of the Company and not
because it was required or requested to do so by any of the Buyers.  The Company
acknowledges  on behalf of itself and ShellCo that such  procedure in respect of
the Transaction Documents in no way creates a presumption that the Buyers are in
any way acting in concert or as a "group" for  purposes of Section  13(d) of the
1934  Act  in  respect  of  the  Transaction   Documents  or  the   transactions
contemplated  hereby or thereby.  Except as otherwise set forth  herein,  in the
Agreement  or in the  Transaction  Documents,  each Buyer  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 Buyer to be joined as an additional
party in any proceeding for such purpose.

        SECTION 17    AMENDMENTS TO SCHEDULES.



                                       10
<PAGE>

        (a)  Schedule  3(a) to the  Agreement  is hereby  amended  by adding the
following to the chart titled "Post-Closing" constituting a part thereof:

<TABLE>
<CAPTION>

----------------------------------------------------------------------------------------------------------
          Transaction Party Name        State of Organization    Percentage of Outstanding Capital Stock
                                                                  or other Equity Interests that is Held
                                                                           by Company or Target
----------------------------------------------------------------------------------------------------------
<S>                                     <C>                      <C>
Sea Master Logistics (Holding) Ltd.,           Taiwan            Wholly owned by Sea Master Logistics
Taiwan Branch                                                    (Holding) Limited
----------------------------------------------------------------------------------------------------------

</TABLE>

        (b) Schedule 3(n) to the Agreement is hereby  amended by adding  thereto
immediately  following  "Payment due to Paul Shahbazian in the amount of $15,000
for payment made to Salibello & Broder LLP for professional  services on October
31, 2006.":

               "Senior Secured  Covertible  Notes dated as of the Second Closing
               Date by and among  Summit  Global  Logistics,  Inc.  and  certain
               employees and professionals of Summit Global Logistics,  Inc. and
               its Subsidiaries."



        (c)  Schedule  3(o) to the  Agreement  is hereby  amended  by adding the
following to "(ii)" constituting a part thereof:

               "Warrants issued pursuant to  restructuring  and issued as of the
               Second Closing Date

               See options and warrants disclosed in ShellCo's public filings"

        SECTION 18 DEPOSIT ACCOUNT (PROCEEDS OF PURCHASE PRICE). Notwithstanding
anything to the  contrary  contained in the  Agreement or the other  Transaction
Documents,  ShellCo and its Subsidiaries shall be permitted to hold the proceeds
of the Purchase  Price in a deposit  account or  investment  account that is not
subject  to a Control  Agreement  in favor of the  Senior  Lender or  Collateral
Agent,  so long as such funds are  available  for,  and are being used for,  the
working  capital  of  Shellco  and its  Subsidiaries  and no Default or Event of
Default exists or has occurred and is continuing. At any time a Default or Event
of Default  exists or has occurred and is  continuing,  promptly upon the Senior
Lender's or  Collateral  Agent's  request,  Shellco and its  Subsidiaries  shall
execute and deliver and cause to be executed and  delivered a Control  Agreement
for the  benefit of Senior  Lender  and  Collateral  Agent with  respect to such
deposit  account or investment  account.  Collateral  Agent agrees that it shall
only be entitled to exercise  its rights  under such  Control  Agreement to have
exclusive  control with respect to such deposit  account or investment  account,
and cause funds  thereunder to be remitted to Collateral Agent or Senior Lender,
after:  (i) the  occurrence  of an Event of Default  under (A) Sections  8.01(a)
and/or 8.01(c) of the Senior Loan Agreement as a result of the failure to comply
with Section 6.03 of the Senior Loan Agreement,  or (B) Sections  8.01(f) and/or
8.01(g) of the Senior Loan  Agreement;  or (ii) the exercise of any  enforcement
rights or remedies by or on behalf of Senior Lender or Collateral Agent.



                                       11
<PAGE>

        SECTION 19 MISCELLANEOUS.

         (a) The execution,  delivery and  effectiveness of this Amendment shall
not,  except as  expressly  provided  herein,  be deemed to be an  amendment  or
modification of, or operate as a waiver of, any provision of the Agreement,  the
Joinder  Agreement or any right,  power or remedy  thereunder,  nor constitute a
waiver of any  provision of the  Agreement,  the Joinder  Agreement or any other
document,  instrument  and/or  agreement  executed or  delivered  in  connection
therewith.

         (b) This  Amendment  may be  executed  in any  number  of  counterparts
(including by facsimile),  and by the different parties hereto or thereto on the
same or separate  counterparts,  each of which shall be deemed to be an original
instrument  but  all of  which  together  shall  constitute  one  and  the  same
agreement.  Each  party  agrees  that  it  will be  bound  by its own  facsimile
signature and that it accepts the facsimile  signature of each other party.  The
descriptive  headings of the various sections of this Amendment are inserted for
convenience  of reference  only and shall not be deemed to affect the meaning or
construction  of any of the provisions  hereof or thereof.  Whenever the context
and  construction  so  require,  all words  herein and in the  Agreement  in the
singular number herein shall be deemed to have been used in the plural, and vice
versa,  and the  masculine  gender shall include the feminine and neuter and the
neuter shall include the masculine and feminine.

         (c) This  Amendment,  the  Agreement  and Joinder  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 Agreement and/or the Notes.  This Amendment
shall  be  considered  part  of the  Agreement  and  the  Joinder  Agreement  as
applicable.

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

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

         (f)  ShellCo  hereby  irrevocably  and  unconditionally   acknowledges,
affirms and covenants to each of the Collateral  Agent and the Buyers that as of
May __, 2007, the aggregate  outstanding  principal amount of the Notes is equal
to  $84,400,833.33,  the  accrued  and unpaid  interest on the Notes is equal to
$899,337.40, and the amount of accrued and unpaid Late Charges is equal to $0.

         (g) In consideration for the foregoing,  the Company and its respective
affiliates,    successors,   assigns,   agents,   employees   and   subsidiaries
(collectively,  the "Releasors"),  as applicable,  release and forever discharge
the Collateral  Agent,  and each of the Buyers,  and their  respective  parents,
subsidiaries,  affiliates,  officers,  directors,  employees, agents, attorneys,




                                       12
<PAGE>

predecessors,  successors  and assigns,  both present and former  (collectively,
together  with  the  Collateral  Agent  and  each  of the  Buyers,  the  "Buying
Affiliates"),  of and from any and all manner of action and  actions,  causes of
action, suits, debts, controversies, damages, judgments, executions, claims, and
demands whatsoever,  asserted or unasserted, in law or in equity, against any of
the Buying Affiliates which any Releasor ever had or now has on the date hereof,
upon or by reason of any manner, cause, causes or thing whatsoever, in each case
arising  in  connection  with  the  Transaction  Documents,   whether  presently
existing, suspected, known, unknown, contemplated or anticipated.

(h) The Company  represents  and  warrants  that from and after the Closing Date
until Second Closing Date, no event has occurred and no action has been taken by
the Company that would have  entitled the Buyers to exercise  their rights under
Section 6 or 7 of the Notes, or that would have entitled the Company to exercise
its rights under  Section 8 of the Notes,  in each case,  after giving effect to
this Amendment.


                      REMAINDER OF PAGE INTENTIONALLY BLANK





                                       13
<PAGE>



                              SIGNATURE  PAGE TO SECOND  AMENDMENT TO SECURITIES
                              PURCHASE   AGREEMENT  (NOTES  AND  WARRANTS)   AND
                              FIRST AMENDMENT TO JOINDER AGREEMENT

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


COMPANY:                      MARITIME LOGISTICS US HOLDINGS INC.


                              By: ______________________________________________
                              Name:_____________________________________________
                              Title:____________________________________________






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

                              By: ______________________________________________
                              Name:_____________________________________________
                              Title:____________________________________________




COLLATERAL AGENT:             LAW DEBENTURE TRUST COMPANY OF
                              NEW YORK, as Collateral Agent for the
                              Holders/Buyers

                              By: ______________________________________________
                              Name:_____________________________________________
                              Title:____________________________________________


<PAGE>


                              SIGNATURE  PAGE TO SECOND  AMENDMENT TO SECURITIES
                              PURCHASE   AGREEMENT  (NOTES  AND  WARRANTS)   AND
                              FIRST AMENDMENT TO JOINDER AGREEMENT



HOLDER/BUYER:
                                    SILVER OAK CAPITAL, L.L.C.
                                    By:_________________________________________
                                       Name:
                                       Title:






<PAGE>



                              SIGNATURE  PAGE TO SECOND  AMENDMENT TO SECURITIES
                              PURCHASE   AGREEMENT  (NOTES  AND  WARRANTS)   AND
                              FIRST AMENDMENT TO JOINDER AGREEMENT



HOLDER/BUYER:
                                    ALEXANDRA GLOBAL MASTER FUND LTD

                                    By:_________________________________________
                                       Name:
                                       Title:







<PAGE>



                              SIGNATURE  PAGE TO SECOND  AMENDMENT TO SECURITIES
                              PURCHASE   AGREEMENT  (NOTES  AND  WARRANTS)   AND
                              FIRST AMENDMENT TO JOINDER AGREEMENT



HOLDER/BUYER:
                                    BAY HARBOUR MASTER, LTD.

                                    By:_________________________________________
                                       Name:
                                       Title:






<PAGE>


                              SIGNATURE  PAGE TO SECOND  AMENDMENT TO SECURITIES
                              PURCHASE   AGREEMENT  (NOTES  AND  WARRANTS)   AND
                              FIRST AMENDMENT TO JOINDER AGREEMENT



HOLDER/BUYER:
                                    BAY HARBOUR 90-1, LTD.

                                    By:_________________________________________
                                       Name:
                                       Title:






<PAGE>


                              SIGNATURE  PAGE TO SECOND  AMENDMENT TO SECURITIES
                              PURCHASE   AGREEMENT  (NOTES  AND  WARRANTS)   AND
                              FIRST AMENDMENT TO JOINDER AGREEMENT



HOLDER/BUYER:
                                    BHCO MASTER, LTD.

                                    By:_________________________________________
                                       Name:
                                       Title:






<PAGE>


                              SIGNATURE  PAGE TO SECOND  AMENDMENT TO SECURITIES
                              PURCHASE   AGREEMENT  (NOTES  AND  WARRANTS)   AND
                              FIRST AMENDMENT TO JOINDER AGREEMENT



HOLDER/BUYER:
                                    INSTITUTIONAL BENCHMARK

                                    By:_________________________________________
                                       Name:
                                       Title:





<PAGE>


                              SIGNATURE  PAGE TO SECOND  AMENDMENT TO SECURITIES
                              PURCHASE   AGREEMENT  (NOTES  AND  WARRANTS)   AND
                              FIRST AMENDMENT TO JOINDER AGREEMENT


HOLDER/BUYER:
                                    MSS DISTRESSED & OPP. 2

                                    By:_________________________________________
                                       Name:
                                       Title:






<PAGE>


                              SIGNATURE  PAGE TO SECOND  AMENDMENT TO SECURITIES
                              PURCHASE   AGREEMENT  (NOTES  AND  WARRANTS)   AND
                              FIRST AMENDMENT TO JOINDER AGREEMENT



HOLDER/BUYER:
                                    CAMOFI MASTER LDC

                                    By:_________________________________________
                                       Name:
                                       Title:






<PAGE>


                              SIGNATURE  PAGE TO SECOND  AMENDMENT TO SECURITIES
                              PURCHASE   AGREEMENT  (NOTES  AND  WARRANTS)   AND
                              FIRST AMENDMENT TO JOINDER AGREEMENT



HOLDER/BUYER:
                                    CREDIT SUISSE SECURITIES (USA) LLC

                                    By:_________________________________________
                                       Name:
                                       Title:





<PAGE>


                              SIGNATURE  PAGE TO SECOND  AMENDMENT TO SECURITIES
                              PURCHASE   AGREEMENT  (NOTES  AND  WARRANTS)   AND
                              FIRST AMENDMENT TO JOINDER AGREEMENT



HOLDER/BUYER:
                                    DIAMOND OPPORTUNITY FUND, LLC

                                    By:_________________________________________
                                       Name:
                                       Title:






<PAGE>


                              SIGNATURE  PAGE TO SECOND  AMENDMENT TO SECURITIES
                              PURCHASE   AGREEMENT  (NOTES  AND  WARRANTS)   AND
                              FIRST AMENDMENT TO JOINDER AGREEMENT



HOLDER/BUYER:
                                    EVOLUTION MASTER FUND LTD SPC,
                                    SEGREGATED PORTFOLIO M

                                    By:_________________________________________
                                       Name:
                                       Title:





<PAGE>



                              SIGNATURE  PAGE TO SECOND  AMENDMENT TO SECURITIES
                              PURCHASE   AGREEMENT  (NOTES  AND  WARRANTS)   AND
                              FIRST AMENDMENT TO JOINDER AGREEMENT



HOLDER/BUYER:
                                    GOTTBETTER CAPITAL MASTER, LTD.

                                    By:_________________________________________
                                       Name:
                                       Title:




<PAGE>


                              SIGNATURE  PAGE TO SECOND  AMENDMENT TO SECURITIES
                              PURCHASE   AGREEMENT  (NOTES  AND  WARRANTS)   AND
                              FIRST AMENDMENT TO JOINDER AGREEMENT



HOLDER/BUYER:
                                    HARVEST CAPITAL, LP

                                    By:_________________________________________
                                       Name:
                                       Title:



<PAGE>



                              SIGNATURE  PAGE TO SECOND  AMENDMENT TO SECURITIES
                              PURCHASE   AGREEMENT  (NOTES  AND  WARRANTS)   AND
                              FIRST AMENDMENT TO JOINDER AGREEMENT



HOLDER/BUYER:
                                    HARVEST OFFSHORE INVESTORS, LTD.

                                    By:_________________________________________
                                       Name:
                                       Title:




<PAGE>


                              SIGNATURE  PAGE TO SECOND  AMENDMENT TO SECURITIES
                              PURCHASE   AGREEMENT  (NOTES  AND  WARRANTS)   AND
                              FIRST AMENDMENT TO JOINDER AGREEMENT



HOLDER/BUYER:
                                    TE HARVEST PORTFOLIO, LTD.

                                    By:_________________________________________
                                       Name:
                                       Title:





<PAGE>



                              SIGNATURE  PAGE TO SECOND  AMENDMENT TO SECURITIES
                              PURCHASE   AGREEMENT  (NOTES  AND  WARRANTS)   AND
                              FIRST AMENDMENT TO JOINDER AGREEMENT



HOLDER/BUYER:
                                    JMG CAPITAL PARTNERS, LP

                                    By:_________________________________________
                                       Name:
                                       Title:





<PAGE>



                              SIGNATURE  PAGE TO SECOND  AMENDMENT TO SECURITIES
                              PURCHASE   AGREEMENT  (NOTES  AND  WARRANTS)   AND
                              FIRST AMENDMENT TO JOINDER AGREEMENT



HOLDER/BUYER:
                                    JMG TRITON OFFSHORE FUND, LTD

                                    By:_________________________________________
                                       Name:
                                       Title:






<PAGE>


                              SIGNATURE  PAGE TO SECOND  AMENDMENT TO SECURITIES
                              PURCHASE   AGREEMENT  (NOTES  AND  WARRANTS)   AND
                              FIRST AMENDMENT TO JOINDER AGREEMENT



HOLDER/BUYER:
                                    SHOSHONE PARTNERS, L.P.

                                    By:_________________________________________
                                       Name:
                                       Title:




<PAGE>


                              SIGNATURE  PAGE TO SECOND  AMENDMENT TO SECURITIES
                              PURCHASE   AGREEMENT  (NOTES  AND  WARRANTS)   AND
                              FIRST AMENDMENT TO JOINDER AGREEMENT



HOLDER/BUYER:
                                    KNOTT PARTNERS, L.P.

                                    By:_________________________________________
                                       Name:
                                       Title:




<PAGE>



                              SIGNATURE  PAGE TO SECOND  AMENDMENT TO SECURITIES
                              PURCHASE   AGREEMENT  (NOTES  AND  WARRANTS)   AND
                              FIRST AMENDMENT TO JOINDER AGREEMENT



HOLDER/BUYER:
                                    FINDERNE LLC

                                    By:_________________________________________
                                       Name:
                                       Title:






<PAGE>



                              SIGNATURE  PAGE TO SECOND  AMENDMENT TO SECURITIES
                              PURCHASE   AGREEMENT  (NOTES  AND  WARRANTS)   AND
                              FIRST AMENDMENT TO JOINDER AGREEMENT



HOLDER/BUYER:
                                    MULSANNE PARTNERS, L.P.

                                    By:_________________________________________
                                       Name:
                                       Title:




<PAGE>


                              SIGNATURE  PAGE TO SECOND  AMENDMENT TO SECURITIES
                              PURCHASE   AGREEMENT  (NOTES  AND  WARRANTS)   AND
                              FIRST AMENDMENT TO JOINDER AGREEMENT



HOLDER/BUYER:
                                    MATTERHORN OFFSHORE FUND LTD.

                                    By:_________________________________________
                                       Name:
                                       Title:





<PAGE>


                              SIGNATURE  PAGE TO SECOND  AMENDMENT TO SECURITIES
                              PURCHASE   AGREEMENT  (NOTES  AND  WARRANTS)   AND
                              FIRST AMENDMENT TO JOINDER AGREEMENT



HOLDER/BUYER:
                                    COMMONFUND HEDGED EQUITY
                                    COMPANY

                                    By:_________________________________________
                                       Name:
                                       Title:




<PAGE>



                              SIGNATURE  PAGE TO SECOND  AMENDMENT TO SECURITIES
                              PURCHASE   AGREEMENT  (NOTES  AND  WARRANTS)   AND
                              FIRST AMENDMENT TO JOINDER AGREEMENT



HOLDER/BUYER:
                                    GOOD STEWARD TRADING CO. S.P.C.

                                    By:_________________________________________
                                       Name:
                                       Title:





<PAGE>



                              SIGNATURE  PAGE TO SECOND  AMENDMENT TO SECURITIES
                              PURCHASE   AGREEMENT  (NOTES  AND  WARRANTS)   AND
                              FIRST AMENDMENT TO JOINDER AGREEMENT


HOLDER/BUYER:

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

                                    By:_________________________________________
                                       Name:
                                       Title:





<PAGE>



                              SIGNATURE  PAGE TO SECOND  AMENDMENT TO SECURITIES
                              PURCHASE   AGREEMENT  (NOTES  AND  WARRANTS)   AND
                              FIRST AMENDMENT TO JOINDER AGREEMENT



HOLDER/BUYER:
                                    WOLVERINE CONVERTIBLE
                                    ARBITRAGE TRADING, LIMITED

                                    By:_________________________________________
                                       Name:
                                       Title:




<PAGE>



                              SIGNATURE  PAGE TO SECOND  AMENDMENT TO SECURITIES
                              PURCHASE   AGREEMENT  (NOTES  AND  WARRANTS)   AND
                              FIRST AMENDMENT TO JOINDER AGREEMENT



HOLDER/BUYER:
                                    [MANAGEMENT NOTEHOLDER]

                                    By:_________________________________________
                                       Name:
                                       Title:




<PAGE>



                              SIGNATURE  PAGE TO SECOND  AMENDMENT TO SECURITIES
                              PURCHASE   AGREEMENT  (NOTES  AND  WARRANTS)   AND
                              FIRST AMENDMENT TO JOINDER AGREEMENT



HOLDER/BUYER:
                                    [MANAGEMENT NOTEHOLDER]

                                    By:_________________________________________
                                       Name:
                                       Title:




<PAGE>



                               SCHEDULE OF BUYERS
                               ------------------



<PAGE>



                                    EXHIBIT A
                                    ---------

                               Forms of Documents

    (First Amendment to Intercreditor Agreement, First Amendment to Security
Agreement, First Amendment to Pledge Agreement and First Amendment to Guaranty)

                                  SEE ATTACHED




<PAGE>


                                    EXHIBIT B

                                Wire Instructions


                         BANC OF AMERICA SECURITIES LLC

                                WIRE INSTRUCTIONS


================================================================================

                BANC OF AMERICA SECURITIES LLC WIRE INSTRUCTIONS:

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                      BANK NAME:  BK OF NYC
                      ABA: 021000018
FED MONEY WIRES       ACCT: IOC569 GSCS MIC
                      ACCT NAME: BANC OF AMERICA SECURITIES LLC
                      PAYMENT DETAILS:  22367505 Summit Global Logistics Inc.
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DTC                           DTC# 0773, INSTITUTIONAL ID #0773

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FED ELIGIBLE TREASURIES &     BK OF NYC/BASEC
AGENCIES:                     ABA:  021000018

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FED ELIGIBLE MORTGAGE-        BK OF NYC/NCMMBS
BACKED:                       ABA:  021000018

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PHYSICAL                      Bank of New York
                              1 Wall St., 3rd Floor  Dealer Clearance, Window B
                              BAS A/C 014188

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PTC ELIGIBLE                  Participant Contra BNNCM

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GSCC                          Participant # 9510

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EUROCLEAR                     97694 Free Deliveries
                              90217 DVP

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                                    EXHIBIT C
                                    ---------

                         Form of Secretary's Certificate

                                  SEE ATTACHED
                                  ------------



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                                    EXHIBIT D

                              OFFICERS CERTIFICATE
                              --------------------

                                  SEE ATTACHED


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                                    EXHIBIT E

                           BROWN RUDNICK LEGAL OPINION

                                  SEE ATTACHED