<PAGE>

Exhibit 10.4

                     FALCON INTERNATIONAL CONSULTING LIMITED
                                   PO BOX 173
                                KINGSTON CHAMBERS
                                    ROADTOWN
                                     TORTOLA
                             BRITISH VIRGIN ISLANDS

Blackwater Midstream.

28 May 2008

Gentlemen:

1.       INTRODUCTION

1.1      This letter confirms the basis on which Blackwater Midstream. has
         engaged us, Falcon International Consulting Limited, to provide
         services with respect to introducing you to potential investors, and
         raising capital for you on a best efforts basis.

2.       DEFINITIONS

         In this letter, the following expressions shall have the following
         meanings:

         "Closing" means the date on which a Transaction is completed. If
         funding is received and accepted by you in more than one tranche, there
         may be multiple Closings.

         "FSA" means Financial Services Authority.

         "Letter" means this letter and any appendices and schedules attached.

         "BWMS" means Blackwater Midstream., a Louisiana (USA) corporation

         "Relevant Person" means subsidiaries, affiliates, directors, officers,
         employees, consultants, agents of subsidiaries and affiliates and
         agents of successors and assigns of Falcon International Consulting
         Ltd.

         "Selling Memorandum" means a private placement memorandum or other
         offer document prepared on behalf of BWMS.

         "Transaction" means a raising of capital for BWMS.

<PAGE>

         "UK Falcon" means Falcon Capital LLP, the UK affiliate of Falcon
         International Consulting Ltd.

3.       OUR SERVICES

         3.1      We agree to perform such of the following advisory services as
                  you may reasonably and specifically request, including:

                  3.1.1    familiarising ourselves to the extent we deem it
                           appropriate and feasible with your business,
                           management, operations, finances and prospects;

                  3.1.2    assessing the strengths, weaknesses and opportunities
                           available to you which may include an examination of
                           the demand of the market for your goods and services;

                  3.1.3    undertaking an evaluation of your management;

                  3.1.4    preparing budget projections and developing financial
                           models with you;

                  3.1.5    identifying and evaluating with you candidates for a
                           potential Transaction;

                  3.1.6    assisting you in preparing a Selling Memorandum
                           describing yourselves and your business for
                           distribution to potential parties to a Transaction,
                           which may involve the preparation of specific
                           additional documents individually tailored for each
                           potential party to a Transaction;

                  3.1.7    contacting potential candidates which we together
                           have agreed may be appropriate for a potential
                           Transaction, whether it be a specific candidate or a
                           class of candidates; in rendering such services, we
                           may meet with representatives of such candidates and
                           provide such representatives with such information
                           about you as may be appropriate, subject to the
                           confidentiality provisions of Section 5 and provided
                           that no information we provide will be inconsistent
                           with any information contained in the Selling
                           Memorandum;

                  3.1.8    developing strategies with you to inform and educate
                           potential candidates for parties to a Transaction;

                  3.1.9    working on your behalf with potential candidates for
                           parties to a Transaction to ensure they have a full
                           understanding of the potential value of you and your
                           business;


<PAGE>

                  3.1.10   advising and assisting you in considering the
                           desirability of effecting a Transaction and, if you
                           believe such a Transaction to be desirable, in
                           developing and implementing a general strategy for
                           accomplishing a Transaction or, if more than one, a
                           series of Transactions;

                  3.1.11   advising and assisting your senior management in
                           making presentations to potential parties to
                           Transactions;

                  3.1.12   advising and assisting you in the course of the
                           negotiation of a Transaction, and actively
                           participating in such negotiations and in the
                           drafting of suitable sale and purchase agreements, in
                           each case if appropriate; and

                  3.1.13   assisting you, where appropriate, after the
                           completion of a Transaction (or Transactions), in
                           your ongoing relationship with and obligations to
                           investors and/or any other relevant parties to the
                           Transaction(s), including (without limit) assisting
                           you in meeting the conditions and objectives agreed
                           pursuant to the Transaction(s).

         3.2      We will not be required to provide services other than those
                  referred to above, and in particular, we will not be
                  responsible for providing or arranging loan facilities or
                  underwriting services. Any other services or specialist advice
                  (such as, without limit, advice on legal, regulatory,
                  accounting, actuarial or taxation matters) shall be
                  specifically arranged by you with other specialist advisers
                  and we will not have any responsibility or liability in
                  respect of any services or advice provided to you by any other
                  person but we will be responsible for any services provided to
                  you by our subsidiaries and affiliates.

         3.3      You will furnish us, and if you enter into negotiations with a
                  counterparty regarding a possible Transaction, request such a
                  counterparty to furnish to us, such information as we
                  reasonably request in connection with the performance of our
                  services hereunder. You understand and agree that, in
                  performing our services hereunder, we will use and rely on the
                  information you have provided, as well as publicly available
                  information relating to you and any potential counterparty,
                  and we do not assume responsibility for independent
                  verification of any information whether publicly available or
                  otherwise furnished to us relating to you or any potential
                  counterparty, including, without limitation, all financial
                  information, forecasts or projections considered by us in
                  connection with the rendering of our services. Accordingly, we
                  shall be entitled to assume and rely on the accuracy and
                  completeness of all such information and we are not required
                  to conduct a physical inspection of any property or assets or
<PAGE>

                  prepare or obtain any independent evaluation or appraisal of
                  any of your assets or liabilities or those of any potential
                  counterparty. With respect to any financial forecast and
                  projections made available to us by you or any counterparty
                  and used by us in our analysis, we shall be entitled to assume
                  that such forecast and projections have been reasonably
                  prepared on a basis reflecting the best currently available
                  estimates and judgements of your management or the management
                  of any potential counterparty to a Transaction as the case may
                  be.

4.       ASSOCIATES AND AFFILIATES

         4.1      In providing our services, we will make use of associate and
                  affiliate companies. In particular, we will utilise the
                  services of our UK affiliate, Falcon Capital LLP (UK FALCON),
                  authorised and regulated by the FSA in the UK to transmit a
                  Selling Memorandum on your behalf. We will instruct UK Falcon
                  as appropriate. You will become the indirect customer of UK
                  Falcon and will have the benefit of the obligations they owe
                  you as a regulated entity. Your attention is drawn to the
                  schedule attached which sets out various matters which UK
                  Falcon is required to bring to your attention pursuant to the
                  rules and guidance of the FSA (FSA RULES).

         4.2      You authorise UK Falcon as your representative to transmit the
                  Selling Memorandum to potential parties to a Transaction (if
                  appropriate, after completion of a confidentiality agreement
                  in a form acceptable to you). You hereby acknowledge that all
                  information contained in the Selling Memorandum has been
                  provided by you or based on information provided by you or
                  third parties on your behalf, and you will be solely
                  responsible for the contents thereof unless it is found in a
                  final judicial determination or a settlement equivalent
                  thereto that we have acted in a manner which is found to
                  constitute bad faith or wilful misconduct on our part or the
                  part of any of our affiliates or subsidiaries.

5.       CONFIDENTIALITY

5.1      All material non-public information concerning you or your business
         which is given to us by or on your behalf will be used solely in the
         course of the performance of our services hereunder and will be treated
         confidentially by us so long as it remains non-public. Neither we nor
         any other Relevant Person will trade in the securities of SKYP while we
<PAGE>

         are in possession of such material non-public information. We will not
         disclose such information to any third party, except (i) disclosure to
         candidates for a potential Transaction who have agreed to retain such
         information in confidence and who have agreed not to trade in the
         securities of SKYP while in possession of such material non-public
         information, and (ii) as otherwise required by law or by applicable
         regulations or by judicial or regulatory process (in which case we will
         first obtain your consent, which you will not unreasonably withhold).
         The obligations under this paragraph shall terminate on the second
         anniversary of the date of the termination of our engagement under this
         agreement.

6.       FEES

         6.1      You will pay us for our services fees equal to the following
                  amounts, calculated solely with respect to the cash proceeds
                  of Transactions with counterparties that we have introduced to
                  you:

                  6.1.1    A CASH FEE EQUAL TO (I) 10% CASH ON CASH ($4,000,000
                           RAISED = $400,000 CASH FEE)

                  6.1.2    an equity fee paid in BWMS restricted common stock
                           (EQUITY FEE SHARES), calculated at $2.00 per share,
                           equal to (i) 10% of cash funded into your designated
                           account ($5,000,000 raised = $500,000 in Equity Fee
                           Shares at offering price), or 250,000 shares

                                   Falcon has the right to assign one Board Seat

         6.2      The Equity Fee Shares will not be registered under the
                  Securities Act of 1933, as amended. We represent and
                  acknowledge that we have read and understand all of the
                  matters contained under the heading "Risk Factors" in the
                  Selling Memorandum, and that we are acquiring the Equity Fee
                  Shares as an investment for our own account, and not for the
                  purpose of a distribution. We also acknowledge that
                  certificates representing the Equity Fee Shares will bear a
                  legend substantially as follows:

                  "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED
                  UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE
                  SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST
                  THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR
                  OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE
                  REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN
                  EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS
                  WHICH, IN THE OPINION OF COUNSEL FOR THIS CORPORATION, IS
                  AVAILABLE."

<PAGE>


7.       TRANSACTIONS

         7.1      The offering will commence on 1 June 2008, and will run
                  through 31 July 2008. The offering can be extended with the
                  mutual consent of both parties.

         7.2      Upon agreement of this letter BWMS authorises Falcon
                  International Consulting Limited to undertake a Transaction
                  for up to $5,000,000, at a valuation of $53 million post
                  money, which amount can be expanded with the mutual consent of
                  both parties. The offering will have no fixed minimum

8.       EXPENSES

         8.1      In addition to any fees that may be payable to us hereunder
                  and regardless of whether any Transaction is proposed or
                  closed, you hereby agree from time to time to reimburse us for
                  all our reasonable travel and other out of pocket expenses
                  incurred in connection with any actual or proposed Transaction
                  arising out of or in connection with our engagement by you on
                  the terms of this letter, for which we receipts will be
                  submitted. Expenses will be capped at 2% of the transaction

9.       TERMINATION

         9.1      Our engagement hereunder may be terminated by either party at
                  any time with or without cause by written notice given by one
                  party to the other. In the event that our engagement is
                  terminated by you without a Closing having occurred and, at
                  any time prior to the expiration of one year after such
                  termination by you, a Transaction is closed with a
                  counterparty introduced by us or you enter into a definitive
                  agreement which leads to a Transaction with a counterparty
                  introduced by us, we shall be entitled to our Advisory Fee;
                  and the provisions of this Section and of Sections 6 and 10
                  -13 shall survive such termination.

10.      PUBLICITY

         10.1     In the event of the Closing of any Transaction we shall have
                  the right at our own expense to disclose our participation in
                  such Transaction, subject to your consent with respect to both
                  the content and timing of that disclosure, which consent will
                  not be unreasonably withheld.

11.      SCOPE OF RESPONSIBILITY

         11.1     We and any Relevant Persons shall not be liable to you, or any
                  person claiming through you, for any claim, loss, damage,
                  liability, cost or expense suffered by you or any such other
<PAGE>

                  person arising out of or related to our engagement hereunder,
                  except for any claim, loss or expense that arises primarily
                  out of or is based primarily upon any action or failure to act
                  by us (other than an action or failure to act undertaken at
                  your request or with your express written consent) that is
                  found in the final judicial determination (or a settlement
                  equivalent thereto) to constitute bad faith, wilful misconduct
                  or gross negligence on our part or a breach of any obligation
                  owed to you by UK Falcon pursuant to the FSA Rules or the
                  regulatory system.

12.      INDEMNITY

         12.1     You agree to indemnify and hold harmless each and every
                  Relevant Person to the full extent lawful against any and all
                  claims, losses, damages, liabilities, costs and expenses as
                  incurred (including all reasonable fees and expenses of
                  counsel and all reasonable travel and other out of pocket
                  expenses incurred) in connection with the investigation of,
                  preparation for, and defence of any pending or threatened
                  claim or any litigation or other proceedings arising
                  therefrom, whether or not litigation is filed and whether or
                  not any Relevant Person is made a party, arising out of or
                  related to any actual or proposed Transaction or our
                  engagement hereunder; provided there shall be excluded from
                  such indemnification any claims, losses, damages, liabilities,
                  costs or expenses that arise primarily out of or are based
                  primarily upon any action or failure to act by us (other than
                  an action or failure to act undertaken at your request or with
                  your express written consent) that is found in a final
                  judicial determination (or a settlement equivalent thereto) to
                  constitute our bad faith, wilful misconduct or gross
                  negligence.

         12.2     You will not without our prior written consent settle any
                  litigation relating to our engagement hereunder unless such
                  settlement includes an express, complete and unconditional
                  release of each Relevant Person with respect to all claims
                  asserted in such litigation or relating to our engagement
                  hereunder, such release to be set forth in any instrument
                  signed by all the parties to such settlement.

13.      GOVERNING LAW AND JURISDICTION

         13.1     This agreement shall be governed by and construed in
                  accordance with the laws of the British Virgin Islands without
                  regard to the conflicts of laws provisions thereof. You agree
                  to submit to the non-exclusive jurisdiction of the courts of
                  the British Virgin Islands located in Roadtown, Tortola,
                  British Virgin Islands in connection with any dispute relating
                  to the terms of this letter or any of the matters contemplated

<PAGE>

                  by it and waive to the fullest extent permitted by law the
                  right to move to dismiss or transfer any action brought in
                  such court on the basis of any objection to jurisdiction or
                  venue.

         13.2     You hereby irrevocably consent to the service of process in
                  any such proceeding by the mailing of copies of such process
                  to you at the last address you have provided to us.

14.      OUR DUTIES

         14.1     You agree and understand that we have been engaged by you and
                  you alone and our engagement is not to be deemed to be on
                  behalf of and nor is it intended to confer rights upon any
                  other person including any shareholder, partner or other owner
                  of you or any person not a party to the agreement set out in
                  this letter as against us or any Relevant Person. Unless
                  otherwise expressly agreed, no one other than you is
                  authorised to rely on your engagement of us in any statements,
                  advice, opinions or conduct by us and you will not disclose
                  such statements, advice, opinions or conduct to others (except
                  your professional advisers or as required by law). Without
                  limiting the foregoing, any opinions or advice rendered to
                  your board or management in the course of your engagement of
                  us are for the purposes of assisting your board and management
                  as the case may be in evaluating a Transaction and do not
                  constitute a recommendation to any person concerning action
                  that such person might or should take in connection with the
                  Transaction. Our role herein is that of an independent
                  contractor, nothing herein is intended to create or shall be
                  construed as creating any fiduciary relationship between us or
                  any partnership between us.

15.      DISCLOSURE

         15.1     You agree and acknowledge that we may have and may continue to
                  have relationships with other parties in the course of which
                  we may acquire information which is of interest or benefit to
                  you. We have no obligation to disclose any information to you.
                  You shall have no entitlement to share or participate in any
                  revenues we derive from any engagement we may undertake.

16.      MISCELLANEOUS

         16.1     This letter contains the entire agreement between us and
                  supersedes all prior agreements, arrangements and
                  understanding (both written and oral) and cannot be amended or
                  otherwise modified except in writing and signed by both of us.
                  The provisions of this agreement shall be binding on the
                  successors and the assigns of each of us. All fees and other
                  amounts to be paid to us pursuant to the terms of this letter
                  shall be paid in U.S. dollars or NCOA shares, as specified,
<PAGE>

                  free and clear of and without deductions or withholding on
                  account of, taxes of any kind, provided that we shall have
                  provided you such information as you may reasonably request in
                  order that you may comply with applicable laws and
                  regulations.

17.      ACCEPTANCE

         17.1     Can you please confirm your acceptance of our engagement on
                  the terms set out in this letter by signing, dating and
                  returning the attached copy. The top copy is for you to keep
                  for your records.

     Yours truly

     For FALCON INTERNATIONAL CONSULTING LIMITED

     By: ______________________________

         We hereby confirm your engagement on and subject to the terms and
         conditions set out in this letter.

     For BLACKWATER MIDSTREAM





     By: ______________________________

     Michael Suder