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                                                                   EXHIBIT 10.13

                    FORM OF WARRANT TO PURCHASE COMMON STOCK

                                       OF

                             TARPON INDUSTRIES, INC.

THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS
WARRANT HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND MAY NOT BE
TRANSFERRED UNTIL (i) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "SECURITIES ACT") SHALL HAVE BECOME EFFECTIVE WITH RESPECT
THERETO OR (ii) RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL REASONABLY
SATISFACTORY TO THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER THE SECURITIES
ACT IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER NOR IS SUCH
TRANSFER IN VIOLATION OF ANY APPLICABLE STATE SECURITIES LAWS. THIS LEGEND SHALL
BE ENDORSED UPON ANY WARRANT ISSUED IN EXCHANGE FOR THIS WARRANT OR ANY SHARES
OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT.

      This is to Certify That, FOR VALUE RECEIVED, [_____________], or assigns
("Holder"), is entitled to purchase, subject to the provisions of this Warrant,
from Tarpon Industries, Inc., a Michigan corporation (the "Company"), fully
paid, validly issued and nonassessable shares of common stock, no par value, of
the Company ("Common Stock") at a price per share equal to 100% of the price per
share (the "Initial Exercise Price") at which its Common Stock is being offered
in an initial public offering (the "Public Offering"), which exercise may take
place at any time or from time to time during the period of five (5) years from
the day which is ninety (90) days (which period may be extended by the Company,
before the closing of the Public Offering, to up to 180 days) following the
closing of the Public Offering (the "Exercise Period"), subject to adjustment as
set forth herein. The number of shares for which this Warrant is initially
exercisable is computed by dividing [_____] by the initial Exercise Price. The
number of shares of Common Stock to be received upon the exercise of this
Warrant and the price to be paid for each share of Common Stock may be adjusted
from time to time as hereinafter set forth. The shares of Common Stock
deliverable upon such exercise, and as adjusted from time to time, are
hereinafter sometimes referred to as "Warrant Shares" and the exercise price of
a share of Common Stock in effect at any time and as adjusted from time to time
is hereinafter sometimes referred to as the "Exercise Price".

      (a)   EXERCISE OF WARRANT; CANCELLATION OF WARRANT.

            (1) This Warrant may be exercised in whole or in part at any time or
from time to time during the Exercise Period; provided, however, that (i) if
either such day is a day on which banking institutions in the State of Michigan
are authorized by law to close, then on the next

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succeeding day which shall not be such a day, and (ii) in the event of any
merger, consolidation or sale of substantially all the assets of the Company as
an entirety, resulting in any distribution to the Company's stockholders, prior
to termination of the Exercise Period, the Holder shall have the right to
exercise this Warrant commencing at such time through the termination of the
Exercise Period into the kind and amount of shares of stock and other securities
and property (including cash) receivable by a holder of the number of shares of
Common Stock into which this Warrant might have been exercisable immediately
prior thereto. This Warrant may be exercised by presentation and surrender
hereof to the Company at its principal office with the Purchase Form annexed
hereto duly executed and accompanied by payment of the Exercise Price for the
number of Warrant Shares specified in such form. As soon as practicable after
each such exercise of the warrants, but not later than seven (7) days following
the receipt of good and available funds, the Company shall issue and deliver to
the Holder a certificate or certificate for the Warrant Shares issuable upon
such exercise, registered in the name of the Holder or its designee. If this
Warrant should be exercised in part only, the Company shall, upon surrender of
this Warrant for cancellation, execute and deliver a new Warrant evidencing the
rights of the Holder thereof to purchase the balance of the Warrant Shares
purchasable thereunder. Upon receipt by the Company of this Warrant at its
office in proper form for exercise, the Holder shall be deemed to be the holder
of record of the shares of Common Stock issuable upon such exercise,
notwithstanding that the stock transfer books of the Company shall then be
closed or that certificates representing such shares of Common Stock shall not
then be physically delivered to the Holder.

            (2) At any time during the Exercise Period, the Holder may, at its
option, exercise this Warrant on a cashless basis by exchanging this Warrant, in
whole or in part (a "Warrant Exchange"), into the number of Warrant Shares
determined in accordance with this Section (a)(2), by surrendering this Warrant
at the principal office of the Company or at the office of its stock transfer
agent, accompanied by a notice stating such Holder's intent to effect such
exchange, the number of Warrant Shares to be exchanged and the date on which the
Holder requests that such Warrant Exchange occur (the "Notice of Exchange"). The
Warrant Exchange shall take place on the date specified in the Notice of
Exchange or, if later, the date the Notice of Exchange is received by the
Company (the "Exchange Date"). Certificates for the shares issuable upon such
Warrant Exchange and, if applicable, a new warrant of like tenor evidencing the
balance of the shares remaining subject to this Warrant, shall be issued as of
the Exchange Date and delivered to the Holder within seven (7) days following
the Exchange Date. In connection with any Warrant Exchange, this Warrant shall
represent the right to subscribe for and acquire the number of Warrant Shares
equal to (i) the number of Warrant Shares specified by the Holder in its Notice
of Exchange (the "Total Number") less (ii) the number of Warrant Shares equal to
the quotient obtained by dividing (A) the product of the Total Number and the
existing Exercise Price by (B) the current market value of a share of Common
Stock. Current market value shall have the meaning set forth Section (c) below,
except that for purposes hereof, the date of exercise, as used in such Section
(c), shall mean the Exchange Date.

      (b) RESERVATION OF SHARES. The Company shall at all times reserve for
issuance and/or delivery upon exercise of this Warrant such number of shares of
its Common Stock as shall be required for issuance and delivery upon exercise of
the Warrants.

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      (c) FRACTIONAL SHARES. No fractional shares or script representing
fractional shares shall be issued upon the exercise of this Warrant. With
respect to any fraction of a share called for upon any exercise hereof, the
Company shall pay to the Holder an amount in cash equal to such fraction
multiplied by the current market value of a share, determined as follows:

            (1) If the Common Stock is listed on a national securities exchange
or admitted to unlisted trading privileges on such exchange or listed for
trading on the Nasdaq National Market, the current market value shall be the
last reported sale price of the Common Stock on such exchange or market on the
last business day prior to the date of exercise of this Warrant or if no such
sale is made on such day, the average of the closing bid and asked prices for
such day on such exchange or market; or

            (2) If the Common Stock is not so listed or admitted to unlisted
trading privileges, but is traded on the Nasdaq SmallCap Market, the current
market value shall be the average of the closing bid and asked prices for such
day on such market and if the Common Stock is not so traded, the current market
value shall be the mean of the last reported bid and asked prices reported by
the NASD Electronic Bulletin Board on the last business day prior to the date of
the exercise of this Warrant; or

            (3) If the Common Stock is not so listed or admitted to unlisted
trading privileges and bid and asked prices are not so reported, the current
market value shall be an amount, not less than book value thereof as at the end
of the most recent fiscal year of the Company ending prior to the date of the
exercise of the Warrant, determined in such reasonable manner as may be
prescribed by the Board of Directors of the Company.

      (d) EXCHANGE, TRANSFER, ASSIGNMENT OR LOSS OF WARRANT. This Warrant is
exchangeable, without expense, at the option of the Holder, upon presentation
and surrender hereof to the Company or at the office of its stock transfer
agent, if any, for other warrants of different denominations entitling the
holder thereof to purchase in the aggregate the same number of shares of Common
Stock purchasable hereunder. Upon surrender of this Warrant to the Company at
its principal office or at the office of its stock transfer agent, if any, with
the Assignment Form annexed hereto duly executed and funds sufficient to pay any
transfer tax, the Company shall, without charge, execute and deliver a new
Warrant in the name of the assignee named in such instrument of assignment and
this Warrant shall promptly be cancelled. This Warrant may be divided or
combined with other warrants which carry the same rights upon presentation
hereof at the principal office of the Company or at the office of its stock
transfer agent, if any, together with a written notice specifying the names and
denominations in which new Warrants are to be issued and signed by the Holder
hereof. The term "Warrant" as used herein includes any Warrants into which this
Warrant may be divided or exchanged. Upon receipt by the Company of evidence
satisfactory to it of the loss, theft, destruction or mutilation of this
Warrant, and (in the case of loss, theft or destruction) of reasonably
satisfactory indemnification, and upon surrender and cancellation of this
Warrant, if mutilated, the Company will execute and deliver a new Warrant of
like tenor and date. Any such new Warrant executed and delivered shall
constitute an additional contractual obligation on the part of the Company,
whether or not this Warrant so lost, stolen, destroyed, or mutilated shall be at
any time enforceable by anyone.

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      (e) RIGHTS OF THE HOLDER. The Holder shall not, by virtue hereof, be
entitled to any rights of a shareholder in the Company, either at law or equity,
and the rights of the Holder are limited to those expressed in the Warrant and
are not enforceable against the Company except to the extent set forth herein.

      (f) ANTI-DILUTION PROVISIONS. Subject to the provisions of Section 1
hereof, the Exercise Price in effect at any time and the number and kind of
securities purchasable upon the exercise of the Warrants shall be subject to
adjustment from time to time upon the happening of certain events as follows:

            (1) In case the Company shall hereafter (i) declare a dividend or
make a distribution on its outstanding shares of Common Stock in shares of
Common Stock, (ii) subdivide or reclassify its outstanding shares of Common
Stock into a greater number of shares, or (iii) combine or reclassify its
outstanding shares of Common Stock into a smaller number of shares, the Exercise
Price in effect at the time of the record date for such dividend or distribution
or of the effective date of such subdivision, combination or reclassification
shall be adjusted so that it shall equal the price determined by multiplying the
Exercise Price by a fraction, the denominator of which shall be the number of
shares of Common Stock outstanding after giving effect to such action, and the
numerator of which shall be the number of shares of Common Stock outstanding
immediately prior to such action with an appropriate adjustment in the number of
shares purchasable hereunder. Such adjustment shall be made successively
whenever any event listed above shall occur.

            (2) Subject to the provisions of Subsection (6) below, in case the
Company shall fix a record date for the issuance of rights or warrants to all
holders of its Common Stock entitling them to subscribe for or purchase shares
of Common Stock (or securities convertible into Common Stock) at a price (the
"Subscription Price") (or having a conversion price per share) less than the
current market price of the Common Stock (as defined in Subsection (9) below) on
the record date mentioned below, or less than the Exercise Price on such record
date, the Exercise Price shall be adjusted so that the same shall equal the
lower of (i) the price determined by multiplying the Exercise Price in effect
immediately prior to the date of such issuance by a fraction, the numerator of
which shall be the sum of the number of shares of Common Stock outstanding on
the record date mentioned below and the number of additional shares of Common
Stock which the aggregate offering price of the total number of shares of Common
Stock so offered (or the aggregate conversion price of the convertible
securities so offered) would purchase at such current market price per share of
the Common Stock (as defined in Subsection (9) below), and the denominator of
which shall be the sum of the number of shares of Common Stock outstanding on
such record date and the number of additional shares of Common Stock offered for
subscription or purchase (or into which the convertible securities so offered
are convertible) or (ii) in the event the Subscription Price is equal to or
higher than the current market price but is less than the Exercise Price, the
price determined by multiplying the Exercise Price in effect immediately prior
to the date of issuance by a fraction, the numerator of which shall be the sum
of the number of shares outstanding on the record date mentioned below and the
number of additional shares of Common Stock which the aggregate offering price
of the total number of shares of Common Stock so offered (or the aggregate
conversion price of the convertible securities so offered) would purchase at the
Exercise Price in

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effect immediately prior to the date of such issuance, and the denominator of
which shall be the sum of the number of shares of Common Stock outstanding on
the record date mentioned below and the number of additional shares of Common
Stock offered for subscription or purchase (or into which the convertible
securities so offered are convertible). Such adjustment shall be made
successively whenever such rights or warrants are issued and shall become
effective immediately after the record date for the determination of
shareholders entitled to receive such rights or warrants; and to the extent that
shares of Common Stock are not delivered (or securities convertible into Common
Stock are not delivered) after the expiration of such rights or warrants the
Exercise Price shall be readjusted to the Exercise Price which would then be in
effect had the adjustments made upon the issuance of such rights or warrants
been made upon the basis of delivery of only the number of shares of Common
Stock (or securities convertible into Common Stock) actually delivered.

            (3) In case the Company shall hereafter distribute to the holders of
its Common Stock evidences of its indebtedness or assets (excluding cash
dividends or distributions and dividends or distributions referred to in
Subsection (1) above) or subscription rights or warrants (excluding those
referred to in Subsection (2) above), then in each such case the Exercise Price
in effect thereafter shall be determined by multiplying the Exercise Price in
effect immediately prior thereto by a fraction, the numerator of which shall be
the total number of shares of Common Stock outstanding multiplied by the current
market price per share of Common Stock (as defined in Subsection (9) below),
less the fair market value (as determined by the Company's Board of Directors)
of said assets or evidences of indebtedness so distributed or of such rights or
warrants, and the denominator of which shall be the total number of shares of
Common Stock outstanding multiplied by such current market price per share of
Common Stock. Such adjustment shall be made successively whenever such a record
date is fixed. Such adjustment shall be made whenever any such distribution is
made and shall become effective immediately after the record date for the
determination of shareholders entitled to receive such distribution.

            (4) Subject to the provisions of Subsection (6) below, in case the
Company shall hereafter issue shares of its Common Stock (excluding shares
issued (a) in any of the transactions described in Subsection (1) above, (b)
upon exercise of options granted to the Company's officers, directors and
employees under a plan or plans adopted by the Company's Board of Directors and
approved by its shareholders, if such shares would otherwise be included in this
Subsection (4), but only to the extent that the aggregate number of shares
excluded hereby and issued after the date hereof, shall not exceed 10% of the
Company's Common Stock outstanding at the time of any issuance, (c) upon
exercise of options, warrants and convertible debentures outstanding as of the
date hereof, (d) to shareholders of any corporation which merges into the
Company in proportion to their stock holdings of such corporation immediately
prior to such merger, upon such merger, (e) issued in a bona fide public
offering pursuant to a firm commitment underwriting, but only if no adjustment
is required pursuant to any other specific subsection of this Section (f)
(without regard to Subsection (8) below) with respect to the transaction giving
rise to such rights) for a consideration per share (the "Offering Price") less
than the current market price per share (as defined in Subsection (8) below on
the date the Company fixes the offering price of such additional shares or less
than the Exercise Price, the Exercise Price shall be adjusted immediately
thereafter so that it shall equal the lower of (i) the price determined by
multiplying the Exercise Price in effect immediately prior thereto by a
fraction, the numerator of which shall be the sum of the number of

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shares of Common Stock outstanding immediately prior to the issuance of such
additional shares and the number of shares of Common Stock which the aggregate
consideration received (determined as provided in Subsection (8) below) for the
issuance of such additional shares would purchase at such current market price
per share of Common Stock (as defined in Subsection (9) below), and the
denominator of which shall be the number of shares of Common Stock outstanding
immediately after the issuance of such additional shares or (ii) in the event
the Offering Price is equal to or higher than the current market price per share
but less than the Exercise Price, the price determined by multiplying the
Exercise Price in effect immediately prior to the date of issuance by a
fraction, the numerator of which shall be the number of shares of Common Stock
outstanding immediately prior to the issuance of such additional shares and the
number of shares of Common Stock which the aggregate consideration received
(determined as provided in subsection (8) below) for the issuance of such
additional shares would purchase at the Exercise Price in effect immediately
prior to the date of such issuance, and the denominator of which shall be the
number of shares of Common Stock outstanding immediately after the issuance of
such additional shares. Such adjustment shall be made successively whenever such
an issuance is made.

            (5) Subject to the provisions of Subsection (6) below, in case the
Company shall hereafter issue any securities convertible into or exchangeable
for its Common Stock (excluding securities issued in transactions described in
Subsections (2) and (3) above) for a consideration per share of Common Stock
(the "Conversion Price") initially deliverable upon conversion or exchange of
such securities (determined as provided in Subsection (8) below) less than the
current market price per share (as defined in Subsection (9) below) in effect
immediately prior to the issuance of such securities, or less than the Exercise
Price, the Exercise Price shall be adjusted immediately thereafter so that it
shall equal the lower of (i) the price determined by multiplying the Exercise
Price in effect immediately prior thereto by a fraction, the numerator of which
shall be the sum of the number of shares of Common Stock outstanding immediately
prior to the issuance of such securities and the number of shares of Common
Stock which the aggregate consideration received (determined as provided in
Subsection (8) below) for such securities would purchase at such current market
price per share of Common Stock (as defined in Subsection (9) below), and the
denominator of which shall be the sum of the number of shares of Common Stock
outstanding immediately prior to such issuance and the maximum number of shares
of Common Stock of the Company deliverable upon conversion of or in exchange for
such securities at the initial conversion or exchange price or rate or (ii) in
the event the Conversion Price is equal to or higher than the current market
price per share but less than the Exercise Price, the price determined by
multiplying the Exercise Price in effect immediately prior to the date of
issuance by a fraction, the numerator of which shall be the sum of the number of
shares outstanding immediately prior to the issuance of such securities and the
number of shares of Common Stock which the aggregate consideration received
(determined as provided in subsection (8) below) for such securities would
purchase at the Exercise Price in effect immediately prior to the date of such
issuance, and the denominator of which shall be the sum of the number of shares
of Common Stock outstanding immediately prior to the issuance of such securities
and the maximum number of shares of Common Stock of the Company deliverable upon
conversion of or in exchange for such securities at the initial conversion or
exchange price or rate. Such adjustment shall be made successively whenever such
an issuance is made.

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            (6) Whenever the Exercise Price payable upon exercise of each
Warrant is adjusted pursuant to Subsections (1), (2), (3), (4), (5) and (6)
above, the number of Shares purchasable upon exercise of this Warrant shall
simultaneously be adjusted by multiplying the number of Shares initially
issuable upon exercise of this Warrant by the Exercise Price in effect on the
date hereof and dividing the product so obtained by the Exercise Price, as
adjusted.

            (7) For purposes of any computation respecting consideration
received pursuant to Subsections (4) and (5) above, the following shall apply:

                  (A) in the case of the issuance of shares of Common Stock for
            cash, the consideration shall be the amount of such cash, provided
            that in no case shall any deduction be made for any commissions,
            discounts or other expenses incurred by the Company for any
            underwriting of the issue or otherwise in connection therewith;

                  (B) in the case of the issuance of shares of Common Stock for
            a consideration in whole or in part other than cash, the
            consideration other than cash shall be deemed to be the fair market
            value thereof as determined in good faith by the Board of Directors
            of the Company (irrespective of the accounting treatment thereof),
            whose determination shall be conclusive; and

                  (C) in the case of the issuance of securities convertible into
            or exchangeable for shares of Common Stock, the aggregate
            consideration received therefor shall be deemed to be the
            consideration received by the Company for the issuance of such
            securities plus the additional minimum consideration, if any, to be
            received by the Company upon the conversion or exchange thereof (the
            consideration in each case to be determined in the same manner as
            provided in clauses (A) and (B) of this Subsection (8)).

            (8) For the purpose of any computation under Subsections (2), (3),
(4) and (5) above, the current market price per share of Common Stock at any
date shall be determined in the manner set forth in Section (c) hereof except
that the current market price per share shall be deemed to be the higher of (i)
the average of the prices for 30 consecutive business days before such date or
(ii) the price on the business day immediately preceding such date.

            (9) No adjustment in the Exercise Price shall be required unless
such adjustment would require an increase or decrease of at least five cents
($0.05) in such price; provided, however, that any adjustments which by reason
of this Subsection (9) are not required to be made shall be carried forward and
taken into account in any subsequent adjustment required to be made hereunder.
All calculations under this Section (f) shall be made to the nearest cent or to
the nearest one-hundredth of a share, as the case may be. Anything in this
Section (f) to the contrary notwithstanding, the Company shall be entitled, but
shall not be required, to make such changes in the Exercise Price, in addition
to those required by this Section (f), as it shall determine, in its sole
discretion, to be advisable in order that any dividend or distribution in shares
of Common Stock, or any subdivision, reclassification or combination of Common
Stock, hereafter made by the Company

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shall not result in any Federal Income tax liability to the holders of Common
Stock or securities convertible into Common Stock (including Warrants).

            (10) Whenever the Exercise Price is adjusted, as herein provided,
the Company shall promptly but no later than 10 days after any request for such
an adjustment by the Holder, cause a notice setting forth the adjusted Exercise
Price and adjusted number of Shares issuable upon exercise of each Warrant, and,
if requested, information describing the transactions giving rise to such
adjustments, to be mailed to the Holders at their last addresses appearing in
the Warrant Register, and shall cause a certified copy thereof to be mailed to
its transfer agent, if any. In the event the Company does not provide the Holder
with such notice and information within 10 days of a request by the Holder, then
notwithstanding the provisions of this Section (f), the Exercise Price shall be
immediately adjusted to equal the lowest Offering Price, Subscription Price or
Conversion Price, as applicable, since the date of this Warrant, and the number
of shares issuable upon exercise of this Warrant shall be adjusted accordingly.
The Company may retain a firm of independent certified public accountants
selected by the Board of Directors (who may be the regular accountants employed
by the Company) to make any computation required by this Section (f), and a
certificate signed by such firm shall be conclusive evidence of the correctness
of such adjustment.

            (11) In the event that at any time, as a result of an adjustment
made pursuant to Subsection (1) above, the Holder of this Warrant thereafter
shall become entitled to receive any shares of the Company, other than Common
Stock, thereafter the number of such other shares so receivable upon exercise of
this Warrant shall be subject to adjustment from time to time in a manner and on
terms as nearly equivalent as practicable to the provisions with respect to the
Common Stock contained in Subsections (1) to (10), inclusive above.

            (12) Irrespective of any adjustments in the Exercise Price or the
number or kind of shares purchasable upon exercise of this Warrant, Warrants
theretofore or thereafter issued may continue to express the same price and
number and kind of shares as are stated in the similar Warrants initially
issuable pursuant to this Agreement.

      (g) OFFICER'S CERTIFICATE. Whenever the Exercise Price shall be adjusted
as required by the provisions of the foregoing Section, the Company shall
forthwith file in the custody of its Secretary or an Assistant Secretary at its
principal office and with its stock transfer agent, if any, an officer's
certificate showing the adjusted Exercise Price determined as herein provided,
setting forth in reasonable detail the facts requiring such adjustment,
including a statement of the number of additional shares of Common Stock, if
any, and such other facts as shall be necessary to show the reason for and the
manner of computing such adjustment. Each such officer's certificate shall be
made available at all reasonable times for inspection by the holder or any
holder of a Warrant executed and delivered pursuant to Section (a) and the
Company shall, forthwith after each such adjustment, mail a copy by certified
mail of such certificate to the Holder or any such holder.

      (h) NOTICES TO WARRANT HOLDERS. So long as this Warrant shall be
outstanding, (i) if the Company shall pay any dividend or make any distribution
upon the Common Stock or (ii) if the Company shall offer to the holders of
Common Stock for subscription or purchase by them any share of any class or any
other rights or (iii) if any capital reorganization of the

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Company, reclassification of the capital stock of the Company, consolidation or
merger of the Company with or into another corporation, sale, lease or transfer
of all or substantially all of the property and assets of the Company to another
corporation, or voluntary or involuntary dissolution, liquidation or winding up
of the Company shall be effected, then in any such case, the Company shall cause
to be mailed by certified mail to the Holder, at least fifteen days prior the
date specified in (x) or (y) below, as the case may be, a notice containing a
brief description of the proposed action and stating the date on which (x) a
record is to be taken for the purpose of such dividend, distribution or rights,
or (y) such reclassification, reorganization, consolidation, merger, conveyance,
lease, dissolution, liquidation or winding up is to take place and the date, if
any is to be fixed, as of which the holders of Common Stock or other securities
shall receive cash or other property deliverable upon such reclassification,
reorganization, consolidation, merger, conveyance, dissolution, liquidation or
winding up.

      (i) RECLASSIFICATION, REORGANIZATION OR MERGER. In case of any
reclassification, capital reorganization or other change of outstanding shares
of Common Stock of the Company, or in case of any consolidation or merger of the
Company with or into another corporation (other than a merger with a subsidiary
in which merger the Company is the continuing corporation and which does not
result in any reclassification, capital reorganization or other change of
outstanding shares of Common Stock of the class issuable upon exercise of this
Warrant) or in case of any sale, lease or conveyance to another corporation of
the property of the Company as an entirety, the Company shall, as a condition
precedent to such transaction, cause effective provisions to be made so that the
Holder shall have the right thereafter by exercising this Warrant at any time
prior to the expiration of the Warrant, to purchase the kind and amount of
shares of stock and other securities and property receivable upon such
reclassification, capital reorganization and other change, consolidation,
merger, sale or conveyance by a holder of the number of shares of Common Stock
which might have been purchased upon exercise of this Warrant immediately prior
to such reclassification, change, consolidation, merger, sale or conveyance. Any
such provision shall include provision for adjustments which shall be as nearly
equivalent as may be practicable to the adjustments provided for in this
Warrant. The foregoing provisions of this Section (i) shall similarly apply to
successive reclassifications, capital reorganizations and changes of shares of
Common Stock and to successive consolidations, mergers, sales or conveyances.In
the event that in connection with any such capital reorganization or
reclassification, consolidation, merger, sale or conveyance, additional shares
of Common Stock shall be issued in exchange, conversion, substitution or
payment, in whole or in part, for a security of the Company other than Common
Stock, any such issue shall be treated as an issue of Common Stock covered by
the provisions of Subsection (1) of Section (f) hereof.

      (j)   REGISTRATION RIGHTS.

            (1) The Company hereby agrees with the holders of the Warrants and
the Warrant Shares or their transferees (collectively, the "Holders") that upon
notice by either Joseph Gunnar & Co., LLC or Holders beneficially owning at
least 50% of the Warrants and Warrant Shares, it will, within three weeks of
such notice prepare and file with the Securities and Exchange Commission ("SEC")
a registration statement under the Securities Act of 1933, as amended (the
"Act") covering the resale of the Warrant Shares and use its best efforts to
cause such registration statement to

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become effective as soon as practicable thereafter. If the Company shall
determine to proceed during the Registration Period with the actual preparation
and filing of a registration statement under the Act in connection with the
proposed offer and sale of any of its securities by it or any of its security
holders (other than a registration statement on Form S-4, S-8 or other limited
purpose form), then the Company will give written notice of its determination to
all record holders of the Warrants and Warrant Shares. Upon the written request
from any Holder, the Company will, except as herein provided, cause all such
Warrant Shares to be included in such registration statement, all to the extent
requisite to permit the sale or other disposition by the prospective seller or
sellers of the Warrant Shares to be so registered; provided, further, that
nothing herein shall prevent the Company from, at any time, abandoning or
delaying any registration. If any registration pursuant to this Section j(1)
shall be underwritten in whole or in part, the Company may require that the
Warrant Shares requested for inclusion by the Holders be included in the
underwriting on the same terms and conditions as the securities otherwise being
sold through the underwriters.

            (2) The Company will, until such time as the Warrant Shares may be
sold under Rule 144 without volume limitation:

                  (A) prepare and file with the SEC such amendments to such
            registration statement and supplements to the prospectus contained
            therein as may be necessary to keep such registration statement
            effective;

                  (B) furnish to the Holders participating in such registration
            and to the underwriters of the securities being registered such
            reasonable number of copies of the registration statement,
            preliminary prospectus, final prospectus and such other documents as
            such underwriters may reasonably request in order to facilitate the
            public offering of such securities;

                  (C) use its best efforts to register or qualify the securities
            covered by such registration statement under such state securities
            or blue sky laws of such jurisdictions as the Holders may reasonably
            request in writing within twenty (20) days following the original
            filing of such registration statement, except that the Company shall
            not for any purpose be required to execute a general consent to
            service of process or to qualify to do business as a foreign
            corporation in any jurisdiction wherein it is not so qualified or
            subject itself to taxation in any such jurisdiction;

                  (D) notify the Holders, promptly after it shall receive notice
            thereof, of the time when such registration statement has become
            effective or a supplement to any prospectus forming a part of such
            registration statement has been filed;

                  (E) notify the Holders promptly of any request by the SEC for
            the amending or supplementing of such registration statement or
            prospectus or for additional information;

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<PAGE>

                  (F) prepare and file with the SEC, promptly upon the request
            of any Holders, any amendments or supplements to such registration
            statement or prospectus which, in the opinion of counsel for such
            Holders (and concurred in by counsel for the Company), is required
            under the Act or the rules and regulations thereunder in connection
            with the distribution of Common Stock by such Holders;

                  (G) prepare and promptly file with the SEC and promptly notify
            such Holders of the filing of such amendment or supplement to such
            registration statement or prospectus as may be necessary to correct
            any statements or omissions if, at the time when a prospectus
            relating to such securities is required to be delivered under the
            Act, any event shall have occurred as the result of which any such
            prospectus or any other prospectus as then in effect would include
            an untrue statement of a material fact or omit to state any material
            fact necessary to make the statements therein, in the light of the
            circumstances in which they were made, not misleading; and

                  (H) advise the Holders, promptly after it shall receive notice
            or obtain knowledge thereof, of the issuance of any stop order by
            the SEC suspending the effectiveness of such registration statement
            or the initiation or threatening of any proceeding for that purpose
            and promptly use its best efforts to prevent the issuance of any
            stop order or to obtain its withdrawal if such stop order should be
            issued.

      The Company may require each Holder of Warrant Shares as to which any
registration is being effected to furnish to the Company such information
regarding the distribution of such Warrant Shares as the Company may from time
to time reasonably request in writing.

            (3) All fees, costs and expenses of and incidental to such
registration, inclusion and public offering in connection therewith shall be
borne by the Company, provided, however, that the Holders shall bear their pro
rata share of the underwriting discount and commissions and transfer taxes. The
fees, costs and expenses of registration to be borne by the Company as provided
above shall include, without limitation, all registration, filing, and NASD
fees, printing expenses, fees and disbursements of counsel and accountants for
the Company, and all legal fees and disbursements and other expenses of
complying with state securities or blue sky laws of any jurisdictions in which
the securities to be offered are to be registered and qualified (except as
provided above). Fees and disbursements of counsel and accountants for the
Holders and any other expenses incurred by the Holders not expressly included
above shall be borne by the Holders.

            (4) The Company will indemnify and hold harmless each Holder of
Warrant Shares which are included in a registration statement pursuant to the
provisions of Section(j)(1) hereof, its directors and officers, and any
underwriter (as defined in the Act) for such Holder and each person, if any, who
controls such Holder or such underwriter within the meaning of the Act, from and
against, and will reimburse such Holder and each such underwriter and
controlling person with respect to, any and all loss, damage, liability, cost
and expense to which such Holder or any such underwriter or controlling person
may become subject under the Act or otherwise, insofar as such losses, damages,
liabilities, costs or expenses are caused by any untrue statement or alleged
untrue statement of any material fact contained in such registration statement,
any prospectus

                                       11
<PAGE>

contained therein or any amendment or supplement thereto, or arise out of or are
based upon the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein, in
light of the circumstances in which they were made, not misleading; provided,
however, that the Company will not be liable in any such case to the extent that
any such loss, damage, liability, cost or expenses arises out of or is based
upon an untrue statement or alleged untrue statement or omission or alleged
omission so made in conformity with information furnished by such Holder, such
underwriter or such controlling person in writing specifically for use in the
preparation thereof.

            (5) Each Holder of Warrant Shares included in a registration
pursuant to the provisions of Section (j)(1) hereof will indemnify and hold
harmless the Company, its directors and officers, any controlling person and any
underwriter from and against, and will reimburse the Company, its directors and
officers, any controlling person and any underwriter with respect to, any and
all loss, damage, liability, cost or expense to which the Company or any
controlling person and/or any underwriter may become subject under the Act or
otherwise, insofar as such losses, damages, liabilities, costs or expenses are
caused by any untrue statement or alleged untrue statement of any material fact
contained in such registration statement, any prospectus contained therein or
any amendment or supplement thereto, or arise out of or are based upon the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein, in light of the
circumstances in which they were made, not misleading, in each case to the
extent, but only to the extent, that such untrue statement or alleged untrue
statement or omission or alleged omission was so made in reliance upon and in
strict conformity with written information furnished by or on behalf of such
Holder specifically for use in the preparation thereof.

            (6) Promptly after receipt by an indemnified party pursuant to the
provisions of Sections (j)(4) or (5) of notice of the commencement of any action
involving the subject matter of the foregoing indemnity provisions such
indemnified party will, if a claim thereof is to be made against the
indemnifying party pursuant to the provisions of said Sections (j)(4) or (5),
promptly notify the indemnifying party of the commencement thereof; but the
omission to so notify the indemnifying party will not relieve it from any
liability which it may have to any indemnified party otherwise than hereunder.
In case such action is brought against any indemnified party and it notifies the
indemnifying party of the commencement thereof, the indemnifying party shall
have the right to participate in, and, to the extent that it may wish, jointly
with any other indemnifying party similarly notified, to assume the defense
thereof, with counsel satisfactory to such indemnified party, provided, however,
if counsel for the indemnifying party concludes that a single counsel cannot
under applicable legal and ethical considerations, represent both the
indemnifying party and the indemnified party, the indemnified party or parties
have the right to select separate counsel to participate in the defense of such
action on behalf of such indemnified party or parties. After notice from the
indemnifying party to such indemnified party of its election so to assume the
defense thereof, the indemnifying party will not be liable to such indemnified
party pursuant to the provisions of said Sections (j)(4) or (5) for any legal or
other expense subsequently incurred by such indemnified party in connection with
the defense thereof other than reasonable costs of investigation, unless (i) the
indemnified party shall have employed counsel in accordance with the provisions
of the preceding sentence, (ii) the indemnifying party shall not have employed
counsel satisfactory to the indemnified party to represent the indemnified party
within a reasonable time after the notice of the

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<PAGE>

commencement of the action or (iii) the indemnifying party has authorized the
employment of counsel for the indemnified party at the expense of the
indemnifying party.

            (7) If the Company fails to carry out its obligations under this
Section (j), the Holder shall be entitled to tender this warrant for a sum equal
to the number of Warrant Shares multiplied by the current market thereof less
the Exercise Price thereof and a person who has exercised this Warrant shall be
entitled to tender the Common Stock thereby purchased for the current market
value, and in each case to be paid therefor in 10 business days thereafter.

            (8) If the Warrant Shares have been included in Registration
Statement filed with the Securities and Exchange Commission in connection with
the Public Offering and if such Registration Statement is declared effective,
and for so long as it remains effective, the Holder shall have no rights to
demand a registration under Section (j)(1) hereof.

                                       TARPON INDUSTRIES, INC.

                                       By:
                                           -----------------------------------
                                           Name:
                                           Title:

Dated: April 5, 2004

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