SECOND AMENDMENT TO SECURITIES PURCHASE AGREEMENT

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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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.

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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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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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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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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.

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(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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(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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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