EX-4.20 WAIVER AND AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT THIS WAIVER AND AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT

EX-4.20

WAIVER AND AMENDMENT NO. 1 TO

REGISTRATION RIGHTS AGREEMENT

THIS WAIVER AND AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT,

effective as of May __, 2007 (the "AMENDMENT"), is entered into by and between

Summit Global Logistics, Inc., a Delaware corporation, formerly known as Aerobic

Creations, Inc. ("COMPANY"), and Investors constituting at least the Required

Holders. Capitalized terms used but not defined herein shall have the meanings

ascribed to them in the Registration Rights Agreement (as hereinafter defined).

WHEREAS, pursuant to a Securities Purchase Agreement (Common Stock and

Warrants), dated as of November 8, 2006 by and among Maritime Logistics US

Holdings Inc., a Delaware corporation, the Company (pursuant to that certain

Joinder Agreement dated as of November 8, 2006) and the Buyers, the Company sold

to each Buyer (i) Common Stock and (ii) Warrants and in connection therewith the

Company and the Buyers entered into the Registration Rights Agreement

("REGISTRATION RIGHTS AGREEMENT").

WHEREAS, the Company requested that the Investors enter into this

Amendment to amend the Registration Rights Agreement in certain respects as

provided herein and waive certain penalties relating to an Effectiveness Failure

(the Company's failure to cause the Registration Statement to be declared

effective by the SEC no later than the Effectiveness Deadline);

WHEREAS, in exchange for this Amendment, the Company has agreed to issue

to the Investors certain additional convertible notes (of like tenor to the

Notes, as amended, except such notes are unsecured);

WHEREAS, the signatures of the Required Holders (the Investors holding

of at least a majority of the Registrable Securities) are required to effect the

waiver and amend the Registration Rights Agreement as provided herein and

whereas each of the signatories hereto, representing at least the Required

Holders, have agreed to effect such waiver and amend the Registration Rights

Agreement as provided herein; and

WHEREAS, the Company wishes to raise additional capital through the sale

of additional convertible notes and warrants (of like tenor to the Notes as

amended and the warrants, the "NEW NOTES" and "NEW WARRANTS," respectively).

NOW, THEREFORE, in consideration of the premises and the mutual

covenants contained herein, the receipt and sufficiency are hereby acknowledged,

the parties hereto agree as follows:

SECTION 1. AMENDMENTS TO REGISTRATION RIGHTS AGREEMENT. The parties

hereto agree as follows, effective as of the date hereof:

(a) All references to Aerobic Creations, Inc. or ShellCo shall hereafter

be a reference to Summit Global Logistics, Inc.

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(b) That the definition of the term "Notes" for the purposes of the

Registration Rights Agreement shall mean (i) in respect of the period from

November 8, 2006 through the day immediately preceding the date hereof, the

"Notes", as defined in the Registration Rights Agreement prior to giving effect

to this Amendment and (ii) in respect of the period from and after the date

hereof, (A) the "Notes", as defined in the Registration Rights Agreement prior

to giving effect to this Amendment, as such Notes are amended and restated (B)

the New Notes, (C) the secured convertible notes issuable pursuant to Section 3

hereof and (D) the convertible notes issued in connection with the amendment to

the registration rights agreement relating to the Notes.

(c) That the definition of term "Warrants" for the purposes of the

Registration Rights Agreement shall mean (i) in respect of the period from

November 8, 2006 through the day immediately preceding the date hereof, the

"Warrants", as defined in the Registration Rights Agreement prior to giving

effect to this Amendment and (ii) in respect of the period from and after the

date hereof, the "Warrants", as defined in the Registration Rights Agreement

prior to giving effect to this Amendment plus the New Warrants.

(d) Section 1(f) of the Registration Rights Agreement is hereby amended

and restated in its entirety by deleting the first sentence therefrom in its

entirety and substituting the following sentence in lieu thereof:

"EFFECTIVENESS DEADLINE" means, after the date hereof, the date

that is (i) 90 days after the date on which the Registration

Statement or an amendment thereto is next filed with the SEC

provided that such Registration Statement or amendment is next

filed with the SEC within 30 days after the date of the Amendment

or (ii) 90 days after the date of the Amendment if the

Registration Statement or an amendment thereto is not next filed

with the SEC within 30 days after the date of the Amendment.

(e) Section 2(d) of the Registration Rights Agreement is hereby amended

by amending and restating the third subparagraph in its entirety as follows and

adding the following two paragraphs as the fourth and fifth subparagraphs

respectively:

Third, if the exclusion of the sum of (i) the number of shares of

Common Stock held by those holders of the Company who held shares of

Common Stock prior to the effectiveness of the Merger, (ii) 130% of the

number of shares of Common Stock issuable upon the exercise of warrants

issued to Rodman & Renshaw, LLC as placement agent in respect of the

offerings of the Registrable Securities and Other Securities and (iii)

the securities held by KRG is insufficient to meet the reduction

required by the SEC, then 130% of the number of shares of Common Stock

issuable upon the exercise of Warrants and the Common Warrants included

in such Registration Statement shall be reduced (such reduction

allocated pro rata among the holders thereof) until the reduction

required by the SEC is effected.

"Fourth, if the exclusion of 130% of the number of shares of

Common Stock issuable upon the exercise of Warrants and the Common

Warrants included in such Registration Statement is insufficient to meet

the reduction required by the SEC, then 130% of the number of shares

issuable upon conversion of the Notes shall be reduced

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(such reduction allocated pro rata among the holders thereof) until the

first to occur of (i) the reduction required by the SEC is effected or

(ii) the number of shares is reduced to 100% of the shares issuable upon

the conversion of the Notes.

Fifth, if the exclusion of shares issuable upon the conversion of

the Notes pursuant to the previous paragraph is insufficient to meet the

reduction required by the SEC, then (i) the number of shares issuable

upon the conversion of the Notes and (ii) the shares of Common Stock

included in the Registrable Securities which have not otherwise been

reduced shall be reduced (such reduction allocated pro rata among the

holders of the Notes and such holders of Common Stock) until the

reduction required by the SEC is effected."

SECTION 2. WAIVER. Each of the Investors signatory hereto hereby waives,

on their behalf and as the Required Holders on the behalf of all Investors, any

Effectiveness Failure existing as of the date hereof and any and all penalties

or payments relating thereto. This waiver is and shall be effective solely for

the existing Effectiveness Failure and any and all penalties or payments

relating thereto and is not and shall not be applicable to any Effectiveness

Failure hereafter occurring.

SECTION 3. NOTE ISSUANCE. In consideration for this Amendment, the

Company shall promptly issue to the Investors (pro rata among the Investors

based upon the principal amount of number of shares of common stock purchased

pursuant to the Securities Purchase Agreement (Common Stock and Warrants) that

are held by such Investors) convertible notes of the Company in an aggregate

principal amount of $1,000,000 for no additional consideration (collectively,

the "PIPE NOTES").

SECTION 4. ADMINISTRATIVE AGENT.

(a) Each Investor hereby (x) appoints Law Debenture Trust Company of New

York, as the administrative agent for such Investor hereunder (the

"ADMINISTRATIVE AGENT"), and (y) each Investor hereby authorizes the

Administrative Agent (and its officers, directors, employees and agents) in such

capacity to take any and all such actions on its behalf with respect to all

obligations under the PIPE Notes in accordance with the terms of this Amendment

and the PIPE Notes. The Administrative Agent shall not have, by reason hereof or

any of the PIPE Notes, a fiduciary relationship in respect of any Investor.

Neither the Administrative Agent nor any of its officers, directors, employees

and agents shall have any liability to any Investor for any action taken or

omitted to be taken in connection herewith or therewith except to the extent

caused by its own gross negligence or willful misconduct, and each Investor

agrees to defend, protect, indemnify and hold harmless the Administrative Agent

and all of its officers, directors, employees and agents (collectively, the "AA

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 AA Indemnitee, whether direct, indirect or consequential, arising from or

in connection with the performance by such AA Indemnitee of the duties and

obligations of Administrative Agent pursuant hereto, the PIPE Notes and/or the

Intercreditor Agreement (hereinafter defined).

(b) The Administrative Agent may resign from the performance of all its

functions and duties hereunder at any time by giving at least fifteen (15)

Business Days' prior written

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notice to the Company and each holder of the PIPE Notes. Such resignation shall

take effect upon the acceptance by a successor Administrative Agent of

appointment as provided below. Upon any such notice of resignation, the holders

of a majority of the outstanding principal under the PIPE Notes shall appoint a

successor Administrative Agent. Upon the acceptance of the appointment as

Administrative Agent, such successor Administrative Agent shall succeed to and

become vested with all the rights, powers, privileges and duties of the retiring

Administrative Agent, and the retiring Administrative Agent shall be discharged

from its duties and obligations under this Amendment. After any Administrative

Agent's resignation hereunder, the provisions of this Section shall inure to its

benefit. If a successor Administrative Agent shall not have been so appointed

within said fifteen (15) Business Day period, the retiring Administrative Agent

shall then appoint a successor Administrative Agent who shall serve until such

time, if any, as the holders of a majority of the outstanding principal under

the PIPE Notes appoint a successor Administrative Agent as provided above.

(c) Without limiting the generality of the foregoing, each Investor

hereby irrevocably appoints and authorizes Administrative Agent to execute and

deliver the Intercreditor and Subordination Agreement dated as of even date

hereof by and between Fortress Credit Corp., in its capacity as collateral agent

for certain financial institutions, and the Administrative Agent, in its

capacity as administrative agent for the Investors, for and on behalf of such

Investor (as amended, restated, supplemented and/or modified from time to time,

the "INTERCREDITOR AGREEMENT") and to perform all of the obligations and duties

of Administrative Agent provided for therein, and each Investor shall be bound

by the terms of the Intercreditor Agreement, as if such Investor were an

original signatory thereto. As to (x) any matters not expressly provided for by

this Amendment and the PIPE Notes and (y) any amendments, consents or waivers in

connection with the PIPE Notes or the Intercreditor Agreement, the

Administrative 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, and such instructions of the Required Holders shall be

binding upon all Investors.

(d) The Administrative Agent shall have no duties or responsibilities

except those expressly set forth in this Amendment, the Intercreditor Agreement

and the PIPE Notes. The duties of the Administrative Agent shall be mechanical

and administrative in nature. The Administrative Agent shall not have by reason

of this Amendment, the Intercreditor Agrement or the PIPE Notes a fiduciary

relationship in respect of any Investor. Nothing in this Amendment, the PIPE

Notes or the Intercreditor Agreement, express or implied, is intended to or

shall be construed to impose upon the Administrative Agent any obligations in

respect of this Amendment, the PIPE Notes or the Intercreditor Agreement except

as expressly set forth herein or therein.

(e) If Company or Fortress Credit Corp. (or any successor or replacement

agent under the Senior Loan Agreement) seeks the consent or approval of the

Required Holders to the taking or refraining from taking any action hereunder,

Company shall send notice thereof to each Investor. Any such consents shall be

solicited and tabulated by Company, or a solicitation and/or tabulation agent

engaged by Company, subject to the Administrative Agent's right to receive all

such consents and satisfy itself as to (x) the authenticity of such consents (y)

receipt of such consents from Investors representing a sufficient principal

amount of PIPE Notes, and (z) any other matters that the Administrative Agent,

in its sole discretion deems necessary or

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advisable. It shall not be necessary for such Investors to approve the

particular form of any proposed amendment or waiver, but it shall be sufficient

if the written consents of the Required Holders reflect the approval of the

substance thereof. Company shall provide the Administrative Agent, and is

permitted hereby to provide Fortress Credit Corp. (or any successor or

replacement agent under the Senior Loan Agreement), with copies of any such

written consent(s).

(f) The Administrative Agent shall promptly notify each Investor any

time that the Required Holders have instructed the Administrative Agent to act

or refrain from acting pursuant hereto. Company or Fortress Credit Corp. (or any

successor or replacement agent under the Senior Loan Agreement) or the

Administrative Agent may at any time request instructions from the Investors in

respect of any actions or approvals which by the terms of this Amendment or of

the PIPE Notes or the Intercreditor Agreement the Administrative Agent is

permitted or required to take or to grant, and if such instructions are promptly

requested, the Administrative Agent shall be absolutely entitled to refrain from

taking any action or to withhold any approval under this Amendment, the PIPE

Notes or the Intercreditor Agreement until it shall ha