EXHIBIT 10.4


                                                                 October 4, 2004



Millstream II Acquisition Corporation
435 Devon Park Drive
Building 400
Wayne, Pennsylvania 19087

EarlyBirdCapital, Inc.
600 Third Avenue
33rd Floor
New York, New York 10016

                  Re:      Initial Public Offering

Gentlemen:

                  The undersigned stockholder and director of Millstream II
Acquisition Corporation ("Company"), in consideration of EarlyBirdCapital, Inc.
("EBC") entering into a letter of intent ("Letter of Intent") to underwrite an
initial public offering of the securities of the Company ("IPO") and embarking
on the IPO process, hereby agrees as follows (certain capitalized terms used
herein are defined in paragraph 11 hereof):

                  1. If the Company solicits approval of its stockholders of a
Business Combination, the undersigned will vote all Insider Shares owned by him
in accordance with the majority of the votes cast by the holders of the IPO
Shares.

                  2. In the event that the Company fails to consummate a
Business Combination within 18 months from the effective date ("Effective Date")
of the registration statement relating to the IPO (or 24 months under the
circumstances described in the prospectus relating to the IPO), the undersigned
will take all reasonable actions within his power to cause the Trust Fund (as
defined in the Letter of Intent) to be liquidated and distributed to the holders
of the IPO Shares as soon as reasonably practicable. The undersigned hereby
waives any and all right, title, interest or claim of any kind in or to any
distribution the Trust Fund as a result of such liquidation with




Millstream II Acquisition Corporation
EarlyBirdCapital, Inc.
October 4, 2004
Page 2


respect to the undersigned's Insider Shares ("Claim") and hereby waives any
Claim the undersigned may have in the future as a result of, or arising out of,
any contracts or agreements with the Company and will not seek recourse against
the Trust Fund for any reason whatsoever.

                  3. In order to minimize potential conflicts of interest which
may arise from multiple affiliations, the undersigned agrees to present to the
Company for its consideration, prior to presentation to any other person or
entity, any suitable opportunity to acquire an operating business, until the
earlier of the consummation by the Company of a Business Combination, the
distribution of the Trust Fund or until such time as the undersigned ceases to
be an officer or director of the Company, subject to any pre-existing fiduciary
obligations the undersigned might have.

                  4. The undersigned acknowledges and agrees that the Company
will not consummate any Business Combination which involves a company which is
affiliated with any of the Insiders unless the Company obtains an opinion from
an independent investment banking firm reasonably acceptable to EBC that the
business combination is fair to the Company's stockholders from a financial
perspective.

                  5. Neither the undersigned, any member of the family of the
undersigned, nor any Affiliate of the undersigned will be entitled to receive
and will not accept any compensation for services rendered to the Company prior
to the consummation of the Business Combination; provided that the undersigned
shall be entitled to reimbursement from the Company for their out-of-pocket
expenses incurred in connection with seeking and consummating a Business
Combination.

                  6. Neither the undersigned, any member of the family of the
undersigned, or any Affiliate of the undersigned will be entitled to receive or
accept a finder's fee or any other compensation in the event the undersigned,
any member of the family of the undersigned or any Affiliate of the undersigned
originates a Business Combination.

                  7. The undersigned will escrow his Insider Shares for the
three year period commencing on the Effective Date subject to the terms of a
Stock Escrow Agreement which the Company will enter into with the undersigned
and an escrow agent acceptable to the Company.

                  8. The undersigned agrees to be a member of the Board of
Directors of the Company until the earlier of the consummation by the Company of
a Business Combination or the distribution of the Trust Fund. The undersigned's
biographical





Millstream II Acquisition Corporation
EarlyBirdCapital, Inc.
October 4, 2004
Page 3


information furnished to the Company and EBC and attached hereto as Exhibit A is
true and accurate in all respects, does not omit any material information with
respect to the undersigned's background and contains all of the information
required to be disclosed pursuant to Section 401 of Regulation S-K, promulgated
under the Securities Act of 1933. The undersigned's Questionnaire furnished to
the Company and EBC and annexed as Exhibit B hereto is true and accurate in all
respects. The undersigned represents and warrants that:

          (a) he is not subject to or a respondent in any legal action for, any
injunction, cease-and-desist order or order or stipulation to desist or refrain
from any act or practice relating to the offering of securities in any
jurisdiction;

          (b) he has never been convicted of or pleaded guilty to any crime (i)
involving any fraud or (ii) relating to any financial transaction or handling of
funds of another person, or (iii) pertaining to any dealings in any securities
and he is not currently a defendant in any such criminal proceeding; and

         (c) he has never been suspended or expelled from membership in any
securities or commodities exchange or association or had a securities or
commodities license or registration denied, suspended or revoked.

                  9. The undersigned has full right and power, without violating
any agreement by which he is bound, to enter into this letter agreement and to
serve as a member of the Board of Directors of the Company.

                  10. The undersigned authorizes any employer, financial
institution, or consumer credit reporting agency to release to EBC and its legal
representatives or agents (including any investigative search firm retained by
EBC) any information they may have about the undersigned's background and
finances ("Information"). Neither EBC nor its agents shall be violating the
undersigned's right of privacy in any manner in requesting and obtaining the
Information and the undersigned hereby releases them from liability for any
damage whatsoever in that connection.

                  11. As used herein, (i) a "Business Combination" shall mean an
acquisition by merger, capital stock exchange, asset or stock acquisition,
reorganization or otherwise, of an operating business selected by the Company;
(ii) "Insiders" shall mean all officers, directors and stockholders of the
Company immediately prior to the IPO; (iii) "Insider Shares" shall mean all of
the shares of Common Stock of the Company owned by an Insider prior to the IPO;
and (iv) "IPO Shares" shall mean the shares of Common Stock issued in the
Company's IPO.




Millstream II Acquisition Corporation
EarlyBirdCapital, Inc.
October 4, 2004
Page 4



                                                     Robert E. Keith, Jr.
                                                     --------------------
                                                     Print Name of Insider


                                                     /s/  Robert E. Keith, Jr.
                                                          --------------------
                                                     Signature






EXHIBIT A

     ROBERT E. KEITH, JR. has been a member of our board of directors since our
inception. Since May 1989, Mr. Keith has been a managing director of TL
Ventures, its predecessor entity and related entities that serve as the
management companies for several of the TL Ventures funds. He has served as
president of TL Ventures Inc., a successor to Technology Leaders Management,
Inc., a private equity capital management company, since December 1991 and as
its chief executive officer since December 1996. Since October 2001, Mr. Keith
has served as chairman of the board of directors of Safeguard Scientifics and
served as its vice chairman from February 1999 through September 2001. Mr. Keith
was appointed chairman of the board of Safeguard in October 2001, prior to which
he served as vice chairman since February 1999. Mr. Keith also served as a
member of the office of the chief executive of Safeguard from April 2001 to
October 2001. Since August 1996 Mr. Keith has been the chairman of the
management companies for, and a senior advisor to and co-founder of, EnerTech
Capital Partners and EnerTech Capital Partners II, venture capital funds that
invest in technology and service companies related to energy, communications and
the broader utilities marketplace. Since March1996, Mr. Keith has served as a
director of Internet Capital Group, Inc., a public company that provides
software solutions and related services to businesses, and served as its
chairman of the board from March1996 through December 2001. Mr. Keith received a
B.A. from Amherst College and J.D. from Temple University.