Exhibit 10.38


AMENDMENT


This AMENDMENT #2 (this “Amendment 2”), dated as of March 31, 2006,
but  effective as of August 25, 2005 (“Amendment
Effective Date”), is entered into by and between IWT TESORO CORPORATION, a
Nevada corporation (the “Company”),
INTERNATIONAL WHOLESALE TILE INC., a Florida corporation (“Tile” and, together with the Company, the “Credit Parties” and, each a “Credit Party”) and LAURUS MASTER FUND, LTD., a Cayman Islands company (“Laurus”), for the purpose of amending the
terms of (i) the Security Agreement, dated as of August 25, 2005, by and
between the Credit Parties and Laurus (as amended, modified or supplemented
from time to time, the “Security Agreement”)
and (ii) the Convertible Minimum Borrowing Note by and between the Company and
Credit Parties, dated as of August 25, 2005 (as amended, modified or
supplemented from time to time, the ”Minimum Note” and, together with the
Security Agreement and the other Ancillary Documents referred to in the
Security Agreement, the ”Loan Documents”).
Capitalized terms used herein without definition shall have the meanings
ascribed to such terms in the Security Agreement.


A.            The Credit Parties and Laurus agree to amend the Minimum
Note in order to accurately reflect the intent of the parties.


NOW, THEREFORE, in
consideration of the above, and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties hereto
agree as follows:


1.             Sections 3.6 (c) Share Issuances and 3.6(d) Computation
of Consideration of the Minimum Note shall be deleted in their entirety and
shall have no further forth or effect.


2.             The Company understands that the Company has an
affirmative obligation to make prompt public disclosure of material agreements
and material amendments to such agreements. The Company hereby agrees that
Laurus shall not be in violation of any duty to the Company or its
shareholders, nor shall Laurus be deemed to be misappropriating any information
of the Company, if Laurus sells shares of common stock of the Company, or
otherwise engages in transactions with respect to securities of the Company,
while in possession of the information contained in this Amendment.


3.             Each Credit Party hereby represents and warrants to
Laurus that (i) no Event of Default exists on the date hereof, (ii) on the date
hereof, all representations, warranties and covenants made by the Company in
connection with the Loan Documents are true, correct and complete and (iii) on
the date hereof, all of the Company’s and its Subsidiaries’ covenant
requirements have been met.


4.             From and after the Amendment Effective Date, all
references in the Loan Documents and in the other Related Agreements to the
Minimum Note shall be deemed to reference to the Minimum Note, as the case may
be, as modified hereby.


5.             This Amendment shall be binding upon the parties hereto
and their respective successors and permitted assigns and shall inure to the
benefit of and be enforceable by each of the parties hereto and their
respective successors and permitted assigns. THIS
AMENDMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND GOVERNED BY
THE LAW OF THE STATE OF NEW YORK. This Amendment may be
executed in any number of counterparts, each of which shall be an original, but
all of which shall constitute one instrument.









 



 


IN WITNESS WHEREOF, each Credit Party and
Laurus have caused this Amendment to the Loan Documents to be signed in its
name as of this      day of           ,
2006, but shall be effective as of the Amendment Effective Date...


 


	
  

  	
   

  	
  IWT TESORO CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Henry J. Boucher, Jr., President and CEO

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  INTERNATIONAL WHOLESALE TILE, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Paul F. Boucher, President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  LAURUS MASTER FUND, LTD.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title: