EXCLUSIVE CONSULTING AGREEMENT

JFR

Dr. Jean R. Fuselier, Sr.

1207 Hampshire Lane

Richardson, TX 75808

EXCLUSIVE CONSULTING AGREEMENT

THIS EXCLUSIVE CONSULTING AGREEMENT (this "Agreement") is made and entered

into at Richardson, Texas this 3nd day of August, 2007, by and between Dr. Jean

R. Fuselier, Sr., whose primary business address is 1207 Hampshire Lane, Suite

101, Richardson, Texas 75080 (hereinafter referred to as the "Consultant") and

Tarpon Industries, Inc., a Michigan corporation whose primary business address

is 2420 Wills Street, Marysville, MI 48040 (hereinafter referred to as the

"Company").

W I T N E S S E T H:

WHEREAS, Consultant is in the business of providing consulting and

financial advisory services with regard to debt and asset management, claims

resolution, capital restructuring and cash flows analysis; and

WHEREAS, the Company desires to retain the services of the Consultant on

the terms and conditions provided in this Agreement; and

WHEREAS, Consultant, understanding and accepting the terms and conditions

set forth herein, desires to render such services on such terms and conditions.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants

and agreements contained herein, and for other good and valuable consideration,

the receipt and sufficiency of which is hereby acknowledged, the parties

mutually agree as follows:

1. Engagement.

(a) The Company hereby retains Consultant as the Company's exclusive

Consultant for the Services (hereinafter defined) and Consultant agrees to act

as a consultant and provide the Services to the Company. The Company will make

available to Consultant all books and records regarding certain claims of

creditors (the "Creditors Claims") and the confirmed debt of each Creditor Claim

("Confirmed Debt") for which the Company desires Consultant's Services.

Consultant, personally and through delegation to such persons as he deems

appropriate, will provide financial services and advice concerning the Creditors

Claims, the Confirmed Debt and the Company's capital structure, cash flows and

asset and debt management techniques (the "Services"). The Services shall

commence upon receipt by the Consultant of the Consulting Fee.

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(b) Nothing herein shall be construed to create an employer-employee

relationship between the Company and Consultant. Consultant is an independent

contractor and not an employee of the Company or any of its subsidiaries or

affiliates. The consideration set forth in Section 2 shall be the sole

consideration due Consultant for the Services rendered hereunder. It is

understood that the Company will not withhold any amounts for payment of taxes

from the compensation of Consultant hereunder and Consultant will hold the

Company harmless from the same. Consultant will not represent to be or hold

himself out as an employee of the Company.

(c) All information concerning the Creditor Claims and Confirmed Debt and

all work product created or produced by Consultant in connection with the

provision of the Services hereunder shall be the sole and exclusive property of

the Company. Subject to the confidentiality obligations of the parties, the

Company agrees that Consultant shall have a limited, nontransferable and royalty

free license to use all such information provided to, and work product created

hereunder; however, the parties agree that all business methods, know how,

investor lists, negotiation strategies, business plans and related processes

used by Consultant in the performance of the Services hereunder are the

confidential and proprietary information of Consultant, shall remain the sole

and exclusive property of Consultant, and that no license thereto is provided to

the Company by virtue of Consultant entering into this Agreement.

(d) In connection with Consultant's due diligence investigation, the

Company will provide Consultant full and complete access to Company's books and

records, agreements, papers and records, including reasonable access to

Company's independent auditors, attorneys, financial advisors or other outside

professionals, relating to the financial condition, capital structure, ownership

interests and operation of the Company (including customers, vendors and

suppliers) as may be reasonably requested by Consultant.

(e) Consultant has not been engaged to perform, nor will Consultant agree

to perform any Services: (i) in connection with any capital-raising

transactions, or (ii) which directly or indirectly promote or maintain a market

in the Company's securities. Consultant will on a regular basis consult with and

keep the Company informed as to Consultant's activities hereunder.

2. Consulting Fees.

(a) In consideration for the Services, the Company shall pay to Consultant

eight million (8,000,000) shares of common stock of the Company registered on

Form S-8 (the "Shares") filed with the Securities and Exchange Commission (the

"SEC") (the "Consulting Fee"). The Consulting Fee shall be paid in one lump sum.

The Consulting Fee will be paid on the last to occur of the following: (i) the

effectiveness of an S-8 registration statement including the Shares, (ii) the

affirmative vote of shareholders of the Company approving an amendment to the

Articles of Incorporation to increase the Company's authorized common stock and

approving the issuance of the Shares and (iii) the listing on the American Stock

Exchange of the Shares (collectively the "Issuance Conditions"). The aggregate

value of the Consulting Fee shall be determined by multiplying the market value

of the Company's publicly traded common stock as of the close of trading on the

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trading day immediately preceding the date of payment to Consultant by the

number of Shares.

3. Term. The initial term ("Term") of the Consultant's Services hereunder

shall commence on August 3, 2007, and shall continue in accordance with the

terms of this Agreement for a period of thirty-six (36) months from the date of

commencement, subject to termination as provided in this Agreement.

4. Representations and Warranties.

(a) The Company.

(i) Organization. The Company is duly organized, validly existing and

in good standing under the laws of the State of Michigan and is qualified

to conduct its business as a foreign corporation in each jurisdiction where

the failure to be so qualified would not have a material adverse effect on

the Company.

(ii) Authorization of Agreement, Etc. The execution and delivery of

this Agreement by the Company and the performance of its obligations

hereunder has been duly authorized by all requisite corporate action by the

Company and this Agreement has been duly executed by an authorized officer

and delivered by the Company. This Agreement, when executed and delivered

by the Company and Consultant, constitutes the valid and binding obligation

of the Company, subject to satisfaction of the Issuance Conditions,

enforceable against the Company in accordance with its terms, subject to

applicable bankruptcy, insolvency, reorganization, fraudulent conveyance,

moratorium or other similar laws affecting creditors' rights an remedies

generally, and subject as to enforceability to general principles of

equity.

(iii) Shares Validly Issued; No Adverse Claims. All Shares issued by

the Company to Consultant hereunder shall be duly authorized, validly

issued, fully paid and non-assessable and the Company has or will have

undertaken all corporate action necessary to issue such Shares to

Consultant subject to satisfaction of the Issuance Conditions. To the

knowledge of the executive officers of the Company, there are no adverse

claims, actions, liens or any proceeding filed or threatened against the

Company that would restrict or otherwise prevent the issuance of the Shares

to Consultant or the performance by the Company of its obligations

hereunder other than the Issuance Conditions.

(iv) Shares are Registered and Listed on the AMEX. All Shares issued

by the Company to Consultant hereunder shall be free of any restrictive

legend, shall not be restricted shares and shall be issued to Consultant

under an effective registration statement on Form S-8. Such Shares shall be

listed on the American Stock Exchange ("AMEX").

(v) No Transfer of Interests in Debt. The Company has not sold,

transferred or otherwise conveyed to any third party any interest in any of

the Creditor Claims or Confirmed Deb