exv10w22



 






Exhibit 10.22




SECOND AMENDMENT

TO

MANAGEMENT CONSULTING AGREEMENT




     This Second Amendment to Management Consulting Agreement (this “Second Amendment”) is made and
entered into as of April 15, 2005, by and between Tarpon Industries, Inc. (f/k/a Wall Street
Acquisitions, Inc.), a Michigan corporation (the “Company”), Steelbank Tubular Inc., a corporation
amalgamated under the laws of New Brunswick, Canada, and Bainbridge Advisors, Inc. (formerly
Bainbridge Advisors, LLC) (“Consultant”).



RECITALS




     A. The parties are parties to that certain Management Consulting Agreement, dated April 7,
2004, as amended (the “Agreement”), pursuant to which the Tarpon retained Consultant to provide
certain Services, as more particularly described therein. Capitalized terms not defined herein
shall have the meaning ascribed to such terms in the Agreement.



     B. The parties wish to amend the Agreement in accordance with the terms and conditions of this
Second Amendment.



     Therefore, the parties agree as follows:



     1. Section 3(d) is hereby added as follows:




        “(d) On the date of this Second Amendment, the Company shall pay to the Consultant
$50,000 for other services previously rendered to the Company which were not originally
contemplated by the parties.”



     2. Section 2(a) is hereby amended and replaced in full with the following language:




        “2. Fees. During the Term, as extended, if applicable, the Company shall pay
to Consultant, and each Company shall be jointly and severally liable for, the following
aggregate fees in consideration of Consultant’s performance of the Advisory Services and
Transaction Services:




             (a) For Advisory Services, $20,000 per month on the first day of each month
during the Term commencing upon the signing of this Agreement (“Monthly Fee”).”



     3. Section 4(b) is hereby amended and replaced in full with the following language:



 









 






        “(b) For Transaction Services, the Company will pay Consultant the following fees:




        (i) In the event an acquisition approved by the Company’s Board of Directors (a
“Transaction”) is consummated, the Company will pay Consultant, in accordance with
Subsection (ii) below, a “success fee” equal to 4% of the total consideration paid in the
Transaction, subject to minimum and maximum fees as follows:




               A. Subject to Subsection (ii) below, the Consultant will earn a success fee
based upon the calculation set forth Section 3(b)(i), with a minimum success fee of
$200,000 per Transaction and a maximum success fee of $300,000 per Transaction plus
an amount equal to additional 0.2% of the excess of the Enterprise Value over
$50,000,000. By way of example, in the event that the Company consummates a
Transaction with an Enterprise Value of $55,000,000, the maximum success fee would
be $300,000 plus $10,000, or $310,000. For purposes of this Agreement, the term
“Enterprise Value” means in the case of a stock acquisition, the dollar value of
any equity, whether common (on a fully-diluted basis) or preferred, and any bank or
institution indebtedness assumed by the Company, and in the case of an asset
acquisition, the dollar value of all assets purchased and any bank or institution
indebtedness assumed by the Company.



     3. Except as otherwise modified within this Second Amendment, all terms and conditions of this
Agreement shall continue in full force and effect.



2









 





     IN WITNESS WHEREOF, the parties hereby execute this Amendment on the date set forth in the
introductory paragraph.



	 	 	 
	

	 	TARPON INDUSTRIES, INC.
	 
	 	 
	

	 	/s/ J. PETER FARQUHAR

By:
	 
	 	 
	

	 	Its:
	 
	 	 
	

	 	STEELBANK TUBULAR INC.
	 
	 	 
	

	 	/s/ J. PETER FARQUHAR

By:
	 
	 	 
	

	 	Its:
	 
	 	 
	

	 	BAINBRIDGE ADVISORS, INC.
	 
	 	 
	

	 	/s/ GARY LEWIS

By:
	 
	 	 
	

	 	Its: