WITNESSETH:

                                                                    EXHIBIT 10.2

                   FORM OF FIRST AMENDMENT TO PROMISSORY NOTE

      THIS FIRST AMENDMENT TO PROMISSORY NOTE (this "AMENDMENT") is entered into
this 22 day of December, 2004 by and between XXXXXX WELDING CO., a Michigan
corporation (the "BORROWER"), and XXXXXXX X. XXXXXXX (the "LENDER").

                                   WITNESSETH:

      A.    Borrower and Lender are parties to that certain Promissory Note,
dated April 2, 2004, in the principal amount of $670,000 (the "Note").

      B.    Borrower and Lender desire to amend the Note in accordance with the
terms and conditions of this Amendment.

      NOW, THEREFORE, the parties hereto do hereby mutually covenant and agree
as follows:

      1.    The third full paragraph of the Note shall be amended and replaced
in its entirety with the following:

            "Principal and interest shall be payable under this Note as follows.
      The entire unpaid principal balance and all accrued but unpaid interest
      under this Note shall be immediately due and payable upon completion of
      the initial public offering of the shares of Tarpon Industries, Inc.
      (f/k/a Wall St. Acquisitions, Inc.) or February 16, 2005, whichever occurs
      first. All payments received hereunder shall, at the option of Lender,
      first be applied against accrued interest and the balance against
      principal. Acceptance by Lender of any payment in an amount less than the
      amount then due shall be deemed an acceptance on account only."

      2.    Except as otherwise provided in this Amendment, the Note is ratified
and confirmed and will remain in full force and effect, and this Amendment does
not affect any rights thereunder, except as otherwise expressly stated herein.

      3.    As consideration for entering into this Amendment, Borrower hereby
agrees to (a) reimburse Lender for up to $9,850 of his reasonable attorneys fees
incurred in connection with the negotiation of legal matters involving Borrower,
Tarpon Industries, Inc. and Lender, which will be paid by Borrower upon
completion of the initial public offering of the shares of Tarpon Industries,
Inc. or February 16, 2005, whichever occurs first, and (b) upon expiration of
Borrower's obligations set forth in Section 3(b) of that certain Termination
Agreement, dated September 3, 2004, by and among Tarpon Industries, Inc.,
Borrower, their affiliates and Lender (the "Termination Agreement"), Borrower
will pay the outstanding principal and interest on the loan in connection with,
and secured by, the 2003 GMC Sierra pick-up truck currently used by Lender and
will transfer title to such vehicle to Lender. After the date of such transfer,
Borrower shall have no obligation to provide insurance on such vehicle, pay the
premiums in connection with insuring such vehicle, or pay any other costs in
connection with such vehicle. Notwithstanding the foregoing, Borrower may offset
any payments owing to Lender pursuant to this Section 3 by any obligation or
liability owing from Lender to Borrower as a result of a



breach by Lender of the Termination Agreement (other than Section 4 of the
Termination Agreement).

      IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the day and year first written above.

                                      XXXXXX WELDING CO.,
                                      a Michigan corporation

                                      By: _________________________________
                                          Xxxxx X. House
                                          Its:  Executive Vice President, Chief
                                                Financial Officer, Treasurer and
                                                Assistant Secretary

ACKNOWLEDGED AND AGREED:

________________________
Xxxxxxx X. Xxxxxxx

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