LIMITED WAIVER AND AMENDMENT TO SENIOR SECURED CONVERTIBLE

NOTES  


     THIS LIMITED WAIVER AND AMEDMENT TO SENIOR SECURED CONVERTIBLE NOTES dated as of November __, 2007 (the “Waiver”), is entered into by and between Summit Global Logistics, Inc. (formerly know as Aerobic Creations, Inc.), a Delaware corporation (“ShellCo”), Maritime
Logistics US Holdings Inc., a Delaware corporation (“MLI”), Summit Logistics International Inc, a New Jersey corporation (“Summit”), SeaMaster Logistics Inc., a Delaware corporation (“SeaMaster”), AmeRussia Shipping Company Inc., a Delaware corporation (“AmeRussia Shipping”), FMI International LLC, a Delaware limited liability company (“FMI International”), Fashion Marketing, Inc., a
New Jersey corporation (“FM”), FMI International Corp. (West), a New Jersey corporation (“FMIW”), FMI
International Corp., a New Jersey corporation (“FMII”), Freight Management LLC, a Delaware limited liability company (“FMLLC”), FMI Trucking, Inc., a New Jersey corporation (“Trucking”), FMI Express Corp., a New Jersey corporation (“Express”), Clare Freight, Los Angeles, Inc., a California corporation (“Clare”), TUG New York, Inc., a New York corporation
(“TUG NY”), TUG USA, Inc., a New Jersey corporation, formerly known as Dolphin US Logistics Inc (“TUG USA”),
AMR Investments Inc, a New Jersey corporation (“AMRI”), FMI Holdco I, LLC, a Delaware limited liability company (“FMI Holdco”; together with MLI, Summit, SeaMaster, AmeRussia Shipping, FM, FMI International, FMIW, FMII, FMLLC, Trucking, Express, Clare, TUG NY, TUG USA, AMRI and FMI Holdco, each individually, a “Guarantor” and collectively, “Guarantors”) and each of the Holders (as defined below). Capitalized terms used but not defined herein
shall have the meanings ascribed to them in the Securities Purchase Agreement (as defined in the Notes).


RECITALS


      WHEREAS, ShellCo has requested that the Holders: (A) waive the Events of Default, (as defined in the Notes) if any, that occurred and are continuing (i) as a result of ShellCo's (a) failure to  comply with the financial covenants
set forth in Section 14(1) of the Notes (“Noteholder Financial Covenant Default”); (b)
termination of the employment of the consulting firm of RAS Management Advisors, Inc and Alvarez and Marsal, Inc.; (c) failure to file an S-1 and pay any fees and or penalties resulting there from (provided nothing
herein shall be deemed a waiver of the requirement to pay said fees and or penalties) or to accrue and not pay any penalty or fee; (ii)under Section 4(a)(xviii) of the Notes as a result of the occurrence of an Event of Default (as defined in the
Notes) under any Other Note (as defined in the Notes) which was triggered by the occurrence of the Noteholder Financial Covenant Default (collectively, the “Existing Events of Default”); and (B) amend the Notes in certain respects to clarify the intent of the parties thereto;


     WHEREAS, the consent of each of the holders of the Notes (each individually, a “Holder” and collectively, the “Holders”) is required to waive the Existing Events of Default;


     WHEREAS, the signatures of the Holders representing at least a majority of the aggregate principal amount of the Notes now outstanding (the
“Required Holders”) is required to amend the Notes as contemplated hereby; and












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


     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. Waiver of Existing Events of Default. The Holders hereby waive each Existing Event of
Default as of the date such Existing Event of Default occurred. 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 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. 


     SECTION 2. Further Provisions; Amendments to Noteholder Documents. The term sheet annexed
hereto as Exhibit A (the “Term Sheet”) sets forth additional terms of this Agreement, which terms are binding and effective as of the date hereof. The parties agree that the terms set forth in the Term Sheet will be reflected in amendments
to, and/or amendments and restatements of, the Noteholder Documents, in form and substance satisfactory to the Noteholders (collectively, the “Amendments”), which Amendments ShellCo shall cause to be duly executed and delivered on behalf
of itself and the Guarantors, as applicable, not later than 5:00 p.m., Eastern Daylight Time, Tuesday, December 4, 2007. In the event that ShellCo shall not have delivered such Amendments, so executed, to Angelo Gordon & Co., 245 Park Avenue,
New York, NY 10167, by such time, then such failure shall constitute an immediate Event of Default under the Noteholder Documents. 


     SECTION 3. Board of Directors Seats. Silver Oak Capital LLC shall have the right to nominate two (2) members of the
ShellCo’s board of directors as it determines and the Company shall use its best efforts to cause such nominees to be appointed to the Board of Directors as soon as possible following such nomination provided that (i) each such member is
independent in accordance with the NASDAQ rules regarding independence of directors (other than a result of his affiliation with any such Holder) and (ii) each such member and nomination is subject to the ShellCo’s corporate governance
documents and requirements.


     Until each such member is elected to the ShellCo’s board of directors, Silver Oak Capital LLC shall have the right to nominate an observer to the ShellCo’s board of directors in lieu of that
member, provided that each 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 in 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 4. Miscellaneous.


     (a) The execution, delivery and effectiveness of this Agreement 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 Noteholder Documents or any right, power or remedy thereunder,


2












nor constitute a waiver of any provision of the Securities Purchase Agreement, the Notes or any other Noteholder Document.


     (b) This Agreement 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 Agreement 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, in the Notes, in the Securities Purchase Agreement and in the other Noteholder Documents in the singular number 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 Agreement, the Securities Purchase Agreement and the Notes 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 Securities Purchase Agreement and/or the Notes. This Agreement shall be considered part of the Securities Purchase
Agreement, Notes and other Noteholder Documents, as applicable. 


     (d) This Agreement and the Noteholder Documents 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 Agreement, 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 Notes.


     (f) The Company shall reimburse the fees and expenses of Paul Weiss Rifkind Wharton & Garrison, LLP, counsel to Silver Oak Capital, L.L.C.
in connection with the transactions contemplated by this Waiver.


     (g) ShellCo, the Guarantors, and Holders are not aware of any Event of Default other than the Existing Events of Default.


REMAINDER OF PAGE INTENTIONALLY BLANK


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	 	Signature Page to Limited Waiver and
    Amendment
	 	 
	     IN
      WITNESS WHEREOF, the parties have caused this Limited Waiver and Amendment
      to be executed by their respective officers thereunto duly authorized,
    as of the date first written above. 
	 	 
	
SHELLCO:
  	
    SUMMIT GLOBAL LOGISTICS, INC. (formerly
  
	 

  	
    known as Aerobic Creations, Inc.)
  
	 

  
	 
  	By: 
	 
	 

  	 
  	 Name:
  
	 

  	 
  	 Title:
  
	 

  
	
GUARANTORS:
  	 
  	 

  
	 

  	
MARITIME LOGISTICS US HOLDINGS
 INC. 
	 
  
	 	By: 
	 
	 	 	Name: 
	 	 	Title: 
	 

  
	 

  
	 

  	
SUMMIT LOGISTICS INTERNATIONAL INC
  
	 

  
	 	By: 
	 
	 	 	Name: 
	 	 	Title: 
	 

  
	 

  
	 

  	
SEAMASTER LOGISTICS INC.
  
	 

  
	 	By: 
	 
	 	 	Name: 
	 	 	Title: 
	 

  














	 	
    Signature Page to Limited Waiver and Amendment  
	 	 	 

  
	 	 	AMERUSSIA SHIPPING COMPANY INC.
  

	 	 	 

  
	 	By: 
	 
	 	 	Name: 
	 	 	Title: 
	 	 	 

  
	 	 	 

  
	 	 	 FMI INTERNATIONAL LLC
  
	 	 	 

  
	 	By: 
	 
	 	 	Name: 
	 	 	Title: 
	 	 	 

  
	 	 	 

  
	 	 	 FASHION MARKETING, INC.
  
	 	 	 

  
	 	By: 
	 
	 	 	Name: 
	 	 	Title: 
	 	 	 

  
	 	 	 

  
	 	 	 FMI INTERNATIONAL CORP. (WEST)
  
	 	 	 

  
	 	By: 
	 
	 	 	Name: 
	 	 	Title: 
	 	 	 

  
	 	 	 

  
	 	 	 FMI INTERNATIONAL CORP.
  
	 	By: 
	 
	 	 	Name: 
	 	 	Title: 
	 	 	 

  














	 	
    Signature Page to Limited Waiver and Amendment 

	 	 	 

  
	 	 	 FREIGHT MANAGEMENT LLC
  
	 	 	 

  
	 	By: 
	 
	 	 	Name: 
	 	 	Title: 
	 	 	 

  
	 	 	 

  
	 	 	 FMI TRUCKING, INC.
  
	 	 	 

  
	 	By: 
	 
	 	 	Name: 
	 	 	Title: 
	 	 	 

  
	 	 	 

  
	 	 	 FMI EXPRESS CORP.
  
	 	 	 

  
	 	By: 
	 
	 	 	Name: 
	 	 	Title: 
	 	 	 

  
	 	 	 

  
	 	 	 CLARE FREIGHT, LOS ANGELES, INC.
  
	 	 	 

  
	 	By: 
	 
	 	 	Name: 
	 	 	Title: 
	 	 	 

  
	 	 	 

  
	 	 	 TUG NEW YORK, INC.
  
	 	 	 
	 	By: 
	 
	 	 	 
	 	 	Name: 
	 	 	Title: 
	 	 	 

  














	 	
    Signature Page to Limited Waiver and Amendment 

	 	 	 

  
	 	 	
    TUG USA, INC. (formerly known as
    

	 	 	
  Dolphin US Logistics Inc)
  
	 	 	 

  
	 	By: 
	 
	 	 	Name: 
	 	 	Title: 
	 	 	 

  
	 	 	 

  
	 	 	 AMR INVESTMENTS INC
  
	 	 	 

  
	 	By: 
	 
	 	 	Name: 
	 	 	Title: 
	 	 	 

  
	 	 	 

  
	 	 	 FMI HOLDCO I, LLC
  
	 	By: 
	 
	 	 	Name: 
	 	 	Title: 
	 	 	 

  














	 

  	
    Signature Page to Limited Waiver and Amendment
  
	 

  
	 

  
	 

  
	
HOLDER/BUYER:
  	 
  	 

  
	 

  	 
  	
SILVER OAK CAPITAL, L.L.C.
  
	 

  
	 

  
	 

  	By:
   
	  
	 

  	 
  	
Name:
  
	 

  	 
  	
Title:
  














	 

  	
    Signature Page to Limited Waiver and Amendment
  
	 

  
	 

  
	 

  
	
HOLDER/BUYER:
  	 
  	 

  
	 

  	 
  	
ALEXANDRA GLOBAL MASTER FUND
  
	 

  	 
  	
LTD
  
	 

  
	 

  
	

  	By:
   
	  
	 

  	 
  	
Name:
  
	 

  	 
  	
Title:
  














	 

  	
    Signature Page to Limited Waiver and Amendment
  
	 

  
	 

  
	 

  
	
HOLDER/BUYER:
  	 
  	 

  
	 

  	 
  	
BAY HARBOUR MASTER, LTD.
  
	 

  
	 

  
	

  	By:
   
	  
	 

  	 
  	
Name:
  
	 

  	 
  	
Title:
  














	 

  	
    Signature Page to Limited Waiver and Amendment
  
	 

  
	 

  
	 

  
	
HOLDER/BUYER:
  	 
  	 

  
	 

  	 
  	
BAY HARBOUR 90-1, LTD.
  
	 

  
	 

  
	

  	By:
   
	  
	 

  	 
  	
Name:
  
	 

  	 
  	
Title:
  














	 

  	
    Signature Page to Limited Waiver and Amendment
  
	 

  
	 

  
	 

  
	
HOLDER/BUYER:
  	 
  	 

  
	 

  	 
  	
BHCO MASTER, LTD.
  
	 

  
	 

  
	

  	By:
   
	  
	 

  	 
  	
Name:
  
	 

  	 
  	
Title:
  














	 

  	
    Signature Page to Limited Waiver and Amendment
  
	 

  
	 

  
	 

  
	
HOLDER/BUYER:
  	 
  	 

  
	 

  	 
  	
INSTITUTIONAL BENCHMARK
  
	 

  
	 

  
	

  	By:
   
	  
	 

  	 
  	
Name:
  
	 

  	 
  	
Title:
  














	 

  	
    Signature Page to Limited Waiver and Amendment
  
	 

  
	 

  
	 

  
	
HOLDER/BUYER:
  	 
  	 

  
	 

  	 
  	
MSS DISTRESSED & OPP. 2
  
	 

  
	 

  
	
  	By:
   
	  
	 

  	 
  	
Name:
  
	 

  	 
  	
Title:
  











	 

  	
    Signature Page to Limited Waiver and Amendment
  
	 

  
	 

  
	 

  
	
HOLDER/BUYER:
  	 
  	 

  
	 

  	 
  	
CAMOFI MASTER LDC
  
	 

  
	 

  
	

  	By:
   
	  
	 

  	 
  	
Name:
  
	 

  	 
  	
Title:
  














	 

  	
    Signature Page to Limited Waiver and Amendment
  
	 

  
	 

  
	 

  
	
HOLDER/BUYER:
  	 
  	 

  
	 

  	 
  	
CREDIT SUISSE SECURITIES (USA) LLC
  
	 

  
	 

  
	

  	By:
   
	  
	 

  	 
  	
Name:
  
	 

  	 
  	
Title:
  














	 

  	
    Signature Page to Limited Waiver and Amendment
  
	 

  
	 

  
	 

  
	
HOLDER/BUYER:
  	 
  	 

  
	 

  	 
  	
DIAMOND OPPORTUNITY FUND, LLC
  
	 

  
	 

  
	

  	By:
   
	  
	 

  	 
  	
Name:
  
	 

  	 
  	
Title:
  














	 

  	
    Signature Page to Limited Waiver and Amendment
  
	 

  
	 

  
	 

  
	
HOLDER/BUYER:
  	 
  	 

  
	 

  	 
  	
EVOLUTION MASTER FUND LTD SPC,
  
	 

  	 
  	
SEGREGATED PORTFOLIO M
  
	 

  
	 

  
	

  	By:
   
	  
	 

  	 
  	
Name:
  
	 

  	 
  	
Title:
  














	 

  	
    Signature Page to Limited Waiver and Amendment
  
	 

  
	 

  
	 

  
	
HOLDER/BUYER:
  	 
  	 

  
	 

  	 
  	
GOTTBETTER CAPITAL MASTER, LTD.
  
	 

  
	 

  
	

  	By:
   
	  
	 

  	 
  	
Name:
  
	 

  	 
  	
Title:
  














	 

  	
    Signature Page to Limited Waiver and Amendment
  
	 

  
	 

  
	 

  
	
HOLDER/BUYER:
  	 
  	 

  
	 

  	 
  	
HARVEST CAPITAL, LP
  
	 

  
	 

  
	

  	By:
   
	  
	 

  	 
  	
Name:
  
	 

  	 
  	
Title:
  














	 

  	
    Signature Page to Limited Waiver and Amendment
  
	 

  
	 

  
	 

  
	
HOLDER/BUYER:
  	 
  	 

  
	 

  	 
  	
HARVEST OFFSHORE INVESTORS,
  
	 

  	 
  	
LTD.
  
	 

  
	 

  
	

  	By:
   
	  
	 

  	 
  	
Name:
  
	 

  	 
  	
Title:
  














	 

  	
    Signature Page to Limited Waiver and Amendment
  
	 

  
	 

  
	 

  
	
HOLDER/BUYER:
  	 
  	 

  
	 

  	 
  	
TE HARVEST PORTFOLIO, LTD.
  
	 

  
	 

  
	

  	By:
   
	  
	 

  	 
  	
Name:
  
	 

  	 
  	
Title:
  














	 

  	
    Signature Page to Limited Waiver and Amendment
  
	 

  
	 

  
	 

  
	
HOLDER/BUYER:
  	 
  	 

  
	 

  	 
  	
JMG CAPITAL PARTNERS, LP
  
	 

  
	 

  
	

  	By:
   
	  
	 

  	 
  	
Name:
  
	 

  	 
  	
Title:
  














	 

  	
    Signature Page to Limited Waiver and Amendment
  
	 

  
	 

  
	 

  
	
HOLDER/BUYER:
  	 
  	 

  
	 

  	 
  	
JMG TRITON OFFSHORE FUND, LTD
  
	 

  
	 

  
	

  	By:
   
	  
	 

  	 
  	
Name:
  
	 

  	 
  	
Title:
  














	 

  	
    Signature Page to Limited Waiver and Amendment
  
	 

  
	 

  
	 

  
	
HOLDER/BUYER:
  	 
  	 

  
	 

  	 
  	
SHOSHONE PARTNERS, L.P.
  
	 

  
	 

  
	

  	By:
   
	  
	 

  	 
  	
Name:
  
	 

  	 
  	
Title:
  














	 

  	
    Signature Page to Limited Waiver and Amendment
  
	 

  
	 

  
	 

  
	
HOLDER/BUYER:
  	 
  	 

  
	 

  	 
  	
KNOTT PARTNERS, L.P.
  
	 

  
	 

  
	

  	By:
   
	  
	 

  	 
  	
Name:
  
	 

  	 
  	
Title:
  














	 

  	
    Signature Page to Limited Waiver and Amendment
  
	 

  
	 

  
	 

  
	
HOLDER/BUYER:
  	 
  	 

  
	 

  	 
  	
FINDERNE LLC
  
	 

  
	 

  
	

  	By:
   
	  
	 

  	 
  	
Name:
  
	 

  	 
  	
Title:
  














	 

  	
    Signature Page to Limited Waiver and Amendment
  
	 

  
	 

  
	 

  
	
HOLDER/BUYER:
  	 
  	 

  
	 

  	 
  	
MULSANNE PARTNERS, L.P.
  
	 

  
	 

  
	

  	By:
   
	  
	 

  	 
  	
Name:
  
	 

  	 
  	
Title:
  














	 

  	
    Signature Page to Limited Waiver and Amendment
  
	 

  
	 

  
	 

  
	
HOLDER/BUYER:
  	 
  	 

  
	 

  	 
  	
MATTERHORN OFFSHORE FUND LTD.
  
	 

  
	 

  
	

  	By:
   
	  
	 

  	 
  	
Name:
  
	 

  	 
  	
Title:
  














	 

  	
    Signature Page to Limited Waiver and Amendment
  
	 

  
	 

  
	 

  
	
HOLDER/BUYER:
  	 
  	 

  
	 

  	 
  	
COMMONFUND HEDGED EQUITY
  
	 

  	 
  	
COMPANY
  
	 

  
	 

  
	

  	By:
   
	  
	 

  	 
  	
Name:
  
	 

  	 
  	
Title:
  














	 

  	
    Signature Page to Limited Waiver and Amendment
  
	 

  
	 

  
	 

  
	
HOLDER/BUYER:
  	 
  	 

  
	 

  	 
  	
GOOD STEWARD TRADING CO. S.P.C.
  
	 

  
	 

  
	

  	By:
   
	  
	 

  	 
  	
Name:
  
	 

  	 
  	
Title:
  














	 

  	
    Signature Page to Limited Waiver and Amendment
  
	 

  
	 

  
	
HOLDER/BUYER:
  	 
  	 

  
	 

  	 
  	
RADCLIFFE SPC, LTD. FOR AND ON
  
	 

  	 
  	
BEHALF OF THE CLASS A
  
	 

  	 
  	
SEGREGATED PORTFOLIO
  
	 

  
	 

  
	

  	By:
   
	  
	 

  	 
  	
Name:
  
	 

  	 
  	
Title:
  














	 

  	
    Signature Page to Limited Waiver and Amendment
  
	 

  
	 

  
	 

  
	
HOLDER/BUYER:
  	 
  	 

  
	 

  	 
  	
WOLVERINE CONVERTIBLE
  
	 

  	 
  	
ARBITRAGE FUND TRADING LIMITED
  
	 

  
	 

  
	

  	By:
   
	  
	 

  	 
  	
Name:
  
	 

  	 
  	
Title:
  














	 

  	
    Signature Page to Limited Waiver and Amendment
  
	
HOLDER/BUYER:
  	 
  	 

  
	
  	By:  
	 
	 

  	 
  	
    Anthony Marcello, Sr., individually
    















	 

  	 
  	
Signature Page to Limited Waiver and Amendment
  
	
HOLDER/BUYER:
  	 
  	 

  
	

  	By:
   
	  
	 

  	 
  	 Christopher Dombalis, individually
  













	 

  	
    Signature Page to Limited Waiver and Amendment
  
	
HOLDER/BUYER:
  	 
  	 

  
	

  	By:
   
	  
	 

  	 
  	
    Darren Young, individually
    















	 

  	
    Signature Page to Limited Waiver and Amendment
  
	
HOLDER/BUYER:
  	 
  	 

  
	

  	By:
   
	  
	 

  	 
  	 Gregory DeSaye, individually
  














	 

  	
    Signature Page to Limited Waiver and Amendment
  
	
HOLDER/BUYER:
  	 
  	 

  
	

  	By:
   
	  
	 

  	 
  	
    James O'Neill, individually
    















	 

  	 
  	
Signature Page to Limited Waiver and Amendment
  
	
HOLDER/BUYER:
  	 
  	 

  
	

  	By:
   
	  
	 

  	 
  	 Jerry Huang, individually
  













	 

  	
    Signature Page to Limited Waiver and Amendment
  
	
HOLDER/BUYER:
  	 
  	 

  
	

  	By:
   
	  
	 

  	 
  	
    Josephine Viera, individually
    















	 

  	 
  	
Signature Page to Limited Waiver and Amendment
  
	
HOLDER/BUYER:
  	 
  	 

  
	

  	By:
   
	  
	 

  	 
  	 Joseph D'Agostino, individually
  













	 

  	
    Signature Page to Limited Waiver and Amendment
  
	
HOLDER/BUYER:
  	 
  	 

  
	

  	By:
   
	  
	 

  	 
  	
    John Kurowski, individually
    















	 

  	
    Signature Page to Limited Waiver and Amendment
  
	
HOLDER/BUYER:
  	 
  	 

  
	

  	By:
   
	  
	 

  	 
  	
    Joseph DeSaye, individually
    















	 

  	 
  	
Signature Page to Limited Waiver and Amendment
  
	
HOLDER/BUYER:
  	 
  	 

  
	

  	By:
   
	  
	 

  	 
  	 Juan Rocio, individually
  













	 

  	 
  	
Signature Page to Limited Waiver and Amendment
  
	
HOLDER/BUYER:
  	 
  	 

  
	

  	By:
   
	  
	 

  	 
  	 Kenneth Kausner, individually
  













	 

  	
    Signature Page to Limited Waiver and Amendment
  
	
HOLDER/BUYER:
  	 
  	 

  
	

  	By:
   
	  
	 

  	 
  	
    Lucille Waldrip, individually
    















	 

  	 
  	
Signature Page to Limited Waiver and Amendment
  
	
HOLDER/BUYER:
  	 
  	 

  
	

  	By:
   
	  
	 

  	 
  	 Michael DeSaye, individually
  













	 

  	 
  	
Signature Page to Limited Waiver and Amendment
  
	
HOLDER/BUYER:
  	 
  	 

  
	

  	By:
   
	  
	 

  	 
  	 Michael Johnson, individually
  













	 

  	 
  	
Signature Page to Limited Waiver and Amendment
  
	
HOLDER/BUYER:
  	 
  	 

  
	

  	By:
   
	  
	 

  	 
  	 Paul Gaidis, individually
  













	 

  	 
  	
Signature Page to Limited Waiver and Amendment
  
	
HOLDER/BUYER:
  	 
  	 

  
	

  	By:
   
	  
	 

  	 
  	 Raymer McQuiston, individually
  













	 

  	
    Signature Page to Limited Waiver and Amendment
  
	
HOLDER/BUYER:
  	 
  	 

  
	

  	By:
   
	  
	 

  	 
  	
    Robert Agresti, individually
    















	 

  	
    Signature Page to Limited Waiver and Amendment
  
	
HOLDER/BUYER:
  	 
  	 

  
	

  	By:
   
	  
	 

  	 
  	 Robert Wu, individually
  














	 

  	
    Signature Page to Limited Waiver and Amendment
  
	
HOLDER/BUYER:
  	 
  	 

  
	

  	By:
   
	  
	 

  	 
  	
    Robert O'Neill, individually
    















	 

  	
    Signature Page to Limited Waiver and Amendment
  
	
HOLDER/BUYER:
  	 
  	 

  
	

  	By:
   
	  
	 

  	 
  	 Robert Lee, individually
  














	 

  	
    Signature Page to Limited Waiver and Amendment
  
	 

  
	 

  
	 

  
	
HOLDER/BUYER:
  	 
  	 

  
	 

  	 
  	 RAYMOND JAMES & ASSOCIATES, INC.
  
	 

  
	 

  
	
  	By:  
	 
	 

  	 
  	
Name:
  
	 

  	 
  	
Title:
  















EXHIBIT A – FURTHER TERMS TO BE INCORPORATED IN AMENDMENTS

	
1.     	
Reset of the Reissue Dates associated with the Change of Control Premium and the Adjustment of Conversion Price Upon Issuance of Common Stock provisions so that they each commence as of November 23, 2007.

  
	 	 
	
2.     	
$250k amendment fee (to be paid in kind through the issuance to each of the Holders of additional Secured Convertible Notes) and reimbursement of Paul Weiss’ legal fees and expenses.

  
	 	 
	
3.     	
Increase in the Secured Convertible Notes interest rate effective November 23, 2007 by 1.5%.

  
	 	 
	
4.     	
Reduction of the conversion price and warrant strike price associated with all the Secured Convertible Notes to $3/share, effective November 23, 2007. Company shall have the right, without the consent of the
Holders, to reduce the warrant strike price for the “pipe-holders” to $5.50.

  
	 	 
	
5.     	
Holders consent to the filing of the Company’s 10 Q not later than the close of business on Tuesday, November 20, 2007.

  
	 	 
	
6.     	
Financial Covenants to be reset effective November 23, 2007 per Exhibit B attached.

  















Exhibit B 



Total Leverage Ratio 





Intentionally Omitted. 













Consolidated Last Twelve Months EBITDA 


	
Applicable Period -- July 1, 2007 to period ending
  	
Minimum EBITDA
  
	
on:
  	 

  	 

  
	
December 31, 2007
  	 

  	
$6,525,000
  
	
March 31, 2008
  	 

  	
$7,605,000
  
	
June 30, 2008
  	 

  	
$10,170,000
  
	 

  
	
Applicable Period  -- Last twelve (12) consecutive months ending:
  

	
September 30, 2008
  	 

  	
$12,330,000
  
	
December 31, 2008
  	 

  	
$12,600,000
  
	
March 31, 2009
  	 

  	
$13,050,000
  
	
June 30, 2009
  	 

  	
$13,275,000
  
	
September 30, 2009
  	 

  	
$13,725,000
  
	
December 31, 2009
  	 

  	
$14,175,000
  
	
March 31, 2010
  	 

  	
$14,400,000
  
	
June 30, 2010
  	 

  	
$14,400,000
  
	
September 30, 2010
  	 

  	
$14,400,000
  
	
December 31, 2010
  	 

  	
$14,400,000
  
	
March 31, 2011
  	 

  	
$14,400,000
  
	
June 30, 2011
  	 

  	
$14,400,000
  
	 September
    30, 2011 
	 

  	 $14,400,000 
















Fixed Charge Coverage Ratio 

	
Applicable Period -- July 1, 2007 to period
  	
Fixed Charge Coverage Ratio
  
	
ending on:
  	 

  	 

  
	
December 31, 2007
  	 

  	
0.6525 : 1.00
  
	
January 31, 2008
  	 

  	
0.5625 : 1.00
  
	
February 29, 2008
  	 

  	
0.5625 : 1.00
  
	
March 31, 2008
  	 

  	
0.5400 : 1.00
  
	
April 30, 2008
  	 

  	
0.4500 : 1.00
  
	
May 31, 2008
  	 

  	
0.4500 : 1.00
  
	
June 30, 2008
  	 

  	
0.5400 : 1.00
  
	 

  
	
Applicable Period -- Last twelve (12) consecutive months ending on:
  
	
July 31, 2008
  	 

  	
0.4500 : 1.00
  
	
August 31, 2008
  	 

  	
0.4500 : 1.00
  
	
September 30, 2008
  	 

  	
0.6300 : 1.00
  
	
October 31, 2008
  	 

  	
0.5400 : 1.00
  
	
November 30, 2008
  	 

  	
0.5400 : 1.00
  
	
December 31, 2008
  	 

  	
0.6300 : 1.00
  
	
March 31, 2009
  	 

  	
0.6300 : 1.00
  
	
June 30, 2009
  	 

  	
0.5850 : 1.00
  
	
September 30, 2009
  	 

  	
0.5850 : 1.00
  
	
December 31, 2009
  	 

  	
0.6300 : 1.00
  
	
March 31, 2010
  	 

  	
0.6750 : 1.00
  
	
June 30, 2010
  	 

  	
0.7200 : 1.00
  
	
September 30, 2010
  	 

  	
0.7650 : 1.00
  
	
December 31, 2010
  	 

  	
0.8100 : 1.00
  
	
March 31, 2011
  	 

  	
0.8550 : 1.00
  
	
June 30, 2011
  	 

  	
0.9000 : 1.00
  
	
September 30, 2011
  	 

  	
0.9000 : 1.00