OMNIBUS AMENDMENT AND WAIVER
This
Omnibus Amendment and Waiver (this "Amendment"), dated March 31,
2008,
by and between Tarpon Industries, Inc., a Michigan corporation (the
"Company"),
Laurus Master
Fund, Ltd., a Cayman Islands company ("Laurus") and LV
Administrative
Services, Inc., as agent (the "Agent") for the benefit of
Laurus
amends (i) that certain Omnibus Amendment and Waiver, dated
December 21, 2007 by
and between
the Company and Laurus (as amended, restated, modified or
supplemented from time
to time, the
"December Amendment") (ii) that certain
Amendment to Omnibus
Amendment and Waiver, dated February 12, 2008 by and
between the Company and Laurus (as amended, restated, modified or supplemented
from time to time, the
"February Amendment" and together with the December
Amendment, the
"Amendments"), (iii)
that certain Secured Revolving Note, dated
as of August 9, 2007 by the Company in favor of Laurus (as
amended, restated,
modified or
supplemented from time
to time, the "Revolving Note"), (iv) that
certain Convertible
Term Note, dated as of December 13, 2005, by the Company in
favor of Laurus (as amended, restated, modified or supplemented from time to
time, the "Convertible Note" and together with the Revolving Note,
the "Notes"),
(v) that certain
Common Stock Purchase
Warrant, issued by the Company to the
Laurus on December 13, 2005 (as amended, restated, modified or
supplemented from
time to time, the "December Warrant"), (vi) that certain Common Stock
Purchase
Warrant, issued by the
Company to the Laurus on August 9, 2007 (as
amended,
restated, modified or
supplemented from time
to time, the "August Warrant" and
together with the December Warrant, the "Warrants"). Capitalized terms used but
not defined
herein shall have the meanings ascribed to such terms in the
Amendments, the Notes, and the Warrants (and collectively,
the "Documents"),
as
applicable.
WHEREAS, Laurus and
the Company desire to amend certain provisions of the
Documents.
NOW,
THEREFORE,
in consideration of the covenants, agreements and
conditions hereinafter set forth, and other good and valuable
consideration, the
receipt and
sufficiency of which
are hereby
acknowledged, the
parties hereto
agree as follows:
1.
Subsection (ii) of Section 1 of the February Amendment is hereby
amended
by deleting it in its entirety and inserting the following new
Subsection
(ii)
in lieu thereof:
"(ii) it will
raise additional unsecured debt financing of at least
$500,000 by April 15, 2008;".
2.
Reference is made to that certain
Overadvance
Letter dated as of
the
date hereof by and between the Company, Eugene Welding Co., a subsidiary
of the
Company ("Eugene"),
Laurus and Agent. In
consideration
for the transactions
contemplated by the Overadvance Letter, the Company hereby agrees
that it shall,
on the date hereof,
issue a warrant
(the "Additional Warrant") to Laurus to
purchase up to
the Maximum Number of Warrant Shares (as defined in the
Additional Warrant)
with an exercise price of $0.01 per share, such Additional
<PAGE>
Warrant to be in the
form and substance acceptable to Laurus in its sole
discretion and substantially in the form attached hereto as Exhibit
A.
3.
Laurus and the Company
hereby agree that the
fair market value of
the
Additional Warrant
(as reasonably determined by the parties) received in
consideration of the
transactions
contemplated by the
Overadvance
Letter is
hereby designated as additional interest and, accordingly,
shall be treated,
on
a pro rata basis, as a reduction of the remaining stated principal
amount (which
reduced principal
amou
