EXHIBIT 10.4 - Financial Advisory Agreement with LM Investment Group, Inc.


                            LM Investment Group, Inc.
                               523 NE 47th Street
                            Boca Raton, Florida 33431

                                                                     May 1, 2000

Tim Murtaugh
CEO
Pipeline Technologies, Inc., Inc..
1001 Kings Avenue
Suite Two Hundred
Jacksonville, FL  32207

Gentlemen,

     The purpose of this letter is to confirm the  engagement  of LM  Investment
Group,  Inc.(LMIG)  as  exclusive  placement  agent and  financial  advisor  for
Pipeline Technologies,  Inc. Inc. for the Engagement Period (as herein defined),
in connection with a proposed private offering of 1,000,000  minimum / 3,000,000
maximum  shares  to be  priced  at $2.00 per share on the terms set forth on the
Term Sheet  hereto  (the  "Financing").  The terms  pursuant to which LMIG is to
assist and advise the Company in connection with the Financing are:

1.   Services.  The Company hereby engages LMIG as its exclusive placement agent
     and  financial  advisor in  connection  with the  Financing.  In connection
     therewith,  LMIG  shall  provide  the  following  services:  (i) advise the
     Company with respect to the form and  structure of the proposed  Financing;
     (ii)  assist the  Company in  developing  any  necessary  materials;  (iii)
     identify and make contact with prospective  financing sources;  (iv) assist
     the Company in conducting  presentations  and due  diligence  meetings with
     prospective  financing  sources;  and (v) assist the Company in obtaining a
     Nasdaq  small-cap  market listing;  & (vi) provide such other financial and
     advisory and investment  banking services  required to close the Financing.
     The  Financing  is to be  placed  by  LMIG  on a "best  efforts"  basis  to
     accredited investors.

2.   Information.  In connection with LMIG  activities on the Company's  behalf,
     the Company  will furnish LMIG or  prospective  financing  sources with all
     information that it may reasonably  request and provide LMIG or prospective
     financing  sources  reasonable  access  to  Company  officers,   directors,
     accountants and counsel.

                                      -62-
<PAGE>




3.   Documentation.  The  Company  and it's  counsel  shall  prepare  a  Private
     Placement  Memorandum or said other  documentation  which in the opinion of
     company  counsel is sufficient for the  financing;  and the Company and its
     counsel  shall prepare any Notes,  Certificates  of  Designation,  or other
     certificates  that may be necessary  representing the securities to be sold
     in the Financing.  The Company will pay all expenses incurred in connection
     with the preparation and the printing of any such documents, as well as its
     own  accounting,  legal,  travel and other expenses  incurred in connection
     with the Financing.

4.   Compensation.  In consideration of LMIG services, LMIG shall be entitled to
     receive, and the Company hereby agrees to pay LMIG the following:


     (a)  A  $10,000  retainer  vs.  expenses  due  upon the  execution  of this
          agreement; plus;

     (b)  Upon closing (or any partial  closing) of the Financing,  a consulting
          fee  equal  to  10% of  the  gross  proceeds  of  the  Financing  plus
          accountable expenses up to 3% plus;

     (c)  Upon the closing of the Financing, seven year warrants to purchase 15%
          of the common  shares sold by LMIG in the  Financing,  exercisable  at
          same price ($2.00) as the offering; plus

     (d)  A one year advisory  agreement  providing for payment of $5,000.00 per
          month in consideration  for investor  relations  consultative  efforts
          inclusive  but  not  limited  to,  reverse  split   analyses/merger  &
          acquisitions analyses and financial public relations support; plus

     (e)  First right of refusal


5.   Expenses. In addition to the compensation described in Section 4 above, the
     Company agrees to promptly  reimburse LMIG, upon request from time to time,
     for all out-of-pocket  accountable  expenses incurred  (including,  without
     limitation, all printing, mailing,  reproduction,  word processing,  travel
     and lodging  expenses  reasonable fees and  disbursements  of LMIG' counsel
     (not to  exceed  $5,000  without  written  Company  approval,  and fees and
     disbursements of other  consultants and advisors  retained by LMIG with the
     Company  consent)  in  connection  with  LMIG  services  pursuant  to  this
     Agreement.


6.   Conditions  to  Financing.  LMIG  engagement  hereunder  is  subject to the
     satisfaction, in its sole discretion, of the following conditions:

                                      -63-
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     (a)  LMIG due diligence  investigation of the Company,  including,  without
          limitation,   background  searches,   customer   evaluations,   market
          analysis,   financial   statements,   business  prospects,   financial
          projections, etc;

     (b)  A capitalization  structure reasonably  acceptable to LMIG which shall
          consist of (I) no more than an aggregate of 15 million shares of fully
          diluted Common Stock.

     (c)  If the  business  plan is not met  within 75% of the  profomas  of the
          business plan (as to sales and  earnings),  the offering price will be
          reset.

     (d)  The approval of LMIG Commitment Committee;

     (e)  The   execution  of  an  Agency   Agreement   containing   such  other
          representations  and  covenants  of the  Company  as  are  customarily
          included in such agreement; and

     (f)  There being no material  adverse change in the business of the Company
          or in general market conditions.

     (g)  LMIG will get one seat on the  Pipeline  Technologies,  Inc.  board of
          directors.


7.   Indemnification.  The  Company  shall  indemnify  LMIG  under its  standard
     indemnification provisions attached hereto and made a part hereof.

8.   Termination.  (a) As long as LMIG is  proceeding  in good  faith  with  the
     preparations  of the  Financing,  the Company  agrees not to enter into any
     agreement  with or solicit  any  underwriter,  placement  agent,  financial
     advisor or other  person in  connection  with an offering of the  Company's
     securities  for at  least  90 days  following  LMIG  receipt  of  financing
     documents  allowing  for  subscription  to  the  Financing  or  July,  2000
     whichever is earlier.

                                      -64-
<PAGE>



9.   Registration. The 1,000,000 - 3,000,000 shares sold as part of the offering
     must  become  registered  ( a  registration  statement  must be  filed  and
     declared effective within six months of the close of the offering). If this
     is not attained,  supplemental  shares at the rate of 10% per month will be
     issued to the investor until their stock is fully registered.

10.  Future  Transactions.  (a) The  Company  hereby  agrees that if at any time
     within 90 days from the later of (I) the date hereof,  (ii) the date of the
     closing  of the  Financing,  or  (iii)  the  date  of  termination  of this
     Agreement (the "Effective  date"),  the Company (or any of its subsidiaries
     or affiliated entities or successors) obtains any financing from any person
     or entity  introduced  by LMIG,  the Company  will pay to LMIG the fees set
     forth in Sections 4(b) and 4(c) above.  The Company also agrees that in the
     event that if at any time  within  one year from the  Effective  Date,  the
     Company   enters  into  or   consummates   any  merger  or  other  business
     combination,  or any  acquisition  or sale of 25% or more of the  stock  or
     assets of such selling entity (each a "Sale  Transaction")  with any person
     or entity  introduced by LMIG,  the Company will pay to LMIG a fee equal to
     three percent (3%) of the " total consideration" paid to or received by the
     Company and its shareholders in such Sale Transaction,  such fee to be paid
     at the closing of the  transaction  to which it relates in the same manner,
     kind and  proportion as the  consideration  paid in such  transaction.  For
     purposes hereof,  "total  consideration" shall include, but not limited to,
     cash,  the  face or fair  market  value of any  debt or  equity  securities
     issued,  any  long  term  debt  assumed  or paid  off,  and any  severance,
     non-compete or other payments in excess of standard amounts.

11.  Governing  Law/Resolution of Disputes.  The validity and  interpretation of
     the  Agreement  shall  be  governed  by the laws of the  State  of  Florida
     applicable to agreements made to be fully performed  therein.  LMIG and the
     Company will attempt to settle any claim or controversy arising out of this
     Agreement  through  consultation and negotiation in good faith and a spirit
     of mutual  cooperation.  If those attempts  fail,  then the dispute will be
     mediated  by a mutually  acceptable  mediator  to be chosen by LMIG and the
     Company  within 15 days after  written  notice from either party  demanding
     mediation.  Neither party may unreasonably withhold consent to selection of
     a mediator,  and the parties will share the costs of the mediation equally.
     Any  dispute  which the  parties  cannot  resolve  through  negotiation  or
     mediation within six months of the date of the initial demand for it by one
     of the parties may then be submitted to binding arbitration under the rules
     of the American Arbitration Organization of New York for resolution.

     The use of mediation  will not be construed  under the doctrine of latches,
     waiver or estoppel to affect adversely the rights of either party.  Nothing
     in this  paragraph  will prevent  either  party from  resorting to judicial
     proceedings  if (a) good faith  efforts to resolve the dispute  under these
     procedures  have been  unsuccessful  or (b) interim  relief from a court is
     necessary to prevent serious and irreparable injury.

                                      -65-
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12.  Successors and Assigns.  The benefits of this Agreement  shall inure to the
     respective  successors and assigns of the parties hereto, their successors,
     assigns and representatives, and the obligations and liabilities assumed in
     this  agreement  by the  parties  shall be binding  upon  their  respective
     successors and assigns; provided, that the rights and obligations of either
     party under this  Agreement  may not be assigned  without the prior written
     consent of the other party and any other purported assignment shall be null
     and void.

13.  Miscellaneous. The following conditions apply:

     (a)  It is  understood  that  the  obligation  of LMIG  is to use its  best
          efforts to secure the Financing and there is no obligation on the part
          of LMIG to participate in such Financing.

     (b)  The  Company  represents  hereby that it is a  sophisticated  business
          enterprise  that has retained LMIG for the limited  purposes set forth
          in this  letter,  and the  parties  acknowledge  and agree  that their
          respective  rights and  obligations  are  contractual in nature.  Each
          party  disclaims an intention to impose  fiduciary  obligations on the
          other by virtue of the engagement contemplated by this letter.

     (c   ) If the Company does not attain the  estimated  sales and earnings of
          the business  plan(within 75%), a provision shall be made with respect
          to the stock price or the amount of stock the  investor  will  receive
          and shall be reset.

If the foregoing is  acceptable,  please sign a copy of this letter in the space
provided  below and return the copy to the  undersigned by April 10, 2000. If an
executed copy of the letter  agreement is not received on or prior to such date,
this letter shall be void and no further force or effect.

                                Very truly yours,

                  LM Investment Group, Inc. By:  /s/ Jeffrey Leach
                                                 -----------------

                  Confirmed and Agreed to this 1st day of May, 2000


                  Pipeline Technologies, Inc.

                          By:  /s/ Timothy J. Murtaugh, CEO
                               ----------------------------

                                      -66-
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                                   Term Sheet

      Offering:                  1,000,000 - 3,000,000 shares of common stock
                                 at $2.00.


      Mini/Max:                  $2,000,000 - $6,000,000


      Lock-up Provision:         Until Registration is declared
                                 (within 12 months)


      Dividend Rate:             None

      Registration:              Registration of underlying Common Stock one
                                 year after closing with resets.


                                      -67-
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                           INDEMNIFICATION PROVISIONS

     Pipeline  Technologies,  Inc., Inc. (the "Company") agrees to indemnify and
hold harmless obligations,  penalties,  judgments,  awards, liabilities,  costs,
expenses and  disbursements  (and any and all actions,  suits,  proceedings  and
investigations  in  respect  thereof  and any and all  legal  and  other  costs,
expenses  and  disbursements  in giving  testimony  or  furnishing  documents in
response to a subpoena or otherwise),  including, without limitation, the costs,
expenses and disbursements, as and when incurred of investigating,  preparing or
defending any such action, suit, proceeding or investigation  (whether or not in
connection  with  litigation in which LMIG is a party),  directly or indirectly,
caused by,  relating to, based upon,  arising out of, or in connection with LMIG
acting for the Company,  including  without  limitation,  any act or omission by
LMIG in connection with its acceptance of or the performance or  non-performance
of its obligations under the Agreement dated April 5, 2000,  between the Company
and LMIG to which these indemnification  provisions are attached and form a part
(the  "Agreement").  The  Company  also  agrees  that  LMIG  shall  not have any
liability (whether direct or indirect,  in contract or tort or otherwise) to the
Company for or in  connection  with the  engagement of LMIG except to the extent
that any such  liability  is found in a final  judgement by a court of competent
jurisdiction  (not subject to further  appeal) to have  resulted  primarily  and
directly from LMIG gross negligence or willful misconduct.

     The indemnification  provisions shall be in addition to any liability which
the Company may otherwise have to LMIG or the persons  indemnified below in this
sentence and shall  extend to the  following:  LMIG,  its  affiliated  entities,
partners,  employees,  legal counsel, agents and controlling persons (within the
meaning of the federal securities laws), and the officers, directors, employees,
legal counsel,  agents and controlling persons of any of them. All references to
LMIG in these indemnification  provisions shall be understood to include any and
all of the foregoing.

                                      -68-
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     If any action, suit, proceeding or investigation is commenced,  as to which
LMIG  proposes  to demand  indemnification,  it shall  notify the  Company  with
reasonable promptness; provided, however, that any failure by LMIG to notify the
Company shall not relieve the Company from its obligations  hereunder  except to
the extent that the Company is materially  prejudiced thereby. If the Company so
elects,  or is  requested  by LMIG,  the Company will assume the defense of such
action, suit,  proceeding or investigation,  including the employment of counsel
reasonably acceptable to LMIG, and the payment of fees and disbursements of such
counsel.  In the event,  however,  that the Company fails to promptly assume the
defense thereof with counsel  reasonably  acceptable to LMIG, or LMIG determines
in its reasonable  judgement that it has one or more defenses  different than or
in  addition to those of the  Company,  then LMIG shall have the right to retain
one counsel (in  addition to any local  counsel) of its own choice to  represent
it, and the  Company  shall pay the fees,  expenses  and  disbursements  of such
counsel;  and such counsel shall, to the extent consistent with its professional
responsibilities,  cooperate with the Company and any counsel  designated by the
Company.  The Company  shall be liable for any  settlement  of any claim against
LMIG  made  with the  Company's  written  consent,  which  consent  shall not be
unreasonably  withheld. The Company shall not, without the prior written consent
of LMIG,  settle or compromise any claim,  or permit a default or consent to the
entry of any judgement in respect thereof, unless such settlement, compromise or
consent includes,  as a conditional term thereof,  the giving by the claimant to
LMIG of an unconditional release from all liability in respect of such claim.

     In order to provide  for just and  equitable  contribution,  if a claim for
indemnification  pursuant to these indemnification  provisions is made but it is
found in a final judgement by a court of competent  jurisdiction (not subject to
further appeal) that such indemnification may not be enforced in such case, even
though the express  provisions hereof provide for  indemnification in such case,
then the Company, on the one hand, and LMIG, on the other hand, shall contribute
to the losses,  claims  damages,  obligations,  penalties,  judgements,  awards,
liabilities,  costs,  expenses,  and  disbursements,  to which  the  indemnified
persons may be subject in accordance with the relative  benefits received by the
Company,  on the one hand,  and LMIG,  on the other hand,  and also the relative
fault  of the  Company.  On the one  hand,  and  LMIG,  on the  other  hand,  in
connection with the statements, acts or omissions which resulted in such losses,
claims, damages obligations,  penalties, judgements, awards, liabilities, costs,
expenses or disbursements and the relevant equitable  considerations  shall also
be considered.

                                      -69-
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     No person found liable for a fraudulent misrepresentation shall be entitled
to contribution from any person who is not also found liable for such fraudulent
misrepresentation. Notwithstanding the foregoing, LMIG shall not be obligated to
contribute  any amount  thereunder  that  exceeds the amount of fees  previously
received by LMIG pursuant to this Agreement.

     Neither  termination  nor  completion of the engagement of LMIG referred to
above shall these  indemnification  provisions which shall then remain operative
and in full force and effect.

                                      -70-