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                                                                   Exhibit 10.21


                     [LETTERHEAD OF KEYBANC CAPITAL MARKETS]

July 7, 2005

PERSONAL AND CONFIDENTIAL

BPI Industries, Inc.
30775 Bainbridge Rd.
Suite 200
Solon, Ohio 44139
Attention:  James G. Azlein, President

Dear Sir:

     We are pleased to confirm the arrangements under which KeyBanc Capital
Markets, a division of McDonald Investments Inc. ("KBCM"), and Sanders Morris
Harris, Inc. ("SMH" and, together with KBCM, the "Agents") have today been
engaged by BPI Industries, Inc. (the "Company") to serve as placement agents in
connection with the sale of securities of the Company, which may include: senior
notes, subordinated notes, preferred stock or common stock of the Company, and
if agreed upon by the Company, warrants to purchase shares of common stock of
the Company. These securities, whether or not convertible into common stock of
the Company, are referred to in this letter agreement as the "Placement
Securities."

1.   During the term of their engagement, the Agents will provide such financial
     advice and assistance in connection with this potential transaction as the
     Company may reasonably request, which may include assisting the Company in
     (a) structuring the sale of Placement Securities; (b) identifying and
     approaching parties that may have an interest in Placement Securities; (c)
     assisting the Company in the preparation of offering materials describing
     the Company and the proposed transaction; (d) coordinating the due
     diligence investigation of the Company by interested parties; (e)
     evaluating proposals from interested parties regarding Placement
     Securities; and (f) assisting the Company in negotiating the terms of the
     sale of Placement Securities. It is understood that assistance rendered by
     the Agents with respect to the offering of Placement Securities will be on
     a "reasonable efforts" basis, and no obligation on the part of either Agent
     to purchase any Placement Securities for its own account or for resale to
     third parties arises by virtue of this letter agreement.

2.   The term of this letter agreement shall run for six months from the date of
     this letter agreement, and may be extended by the mutual written consent of
     all of the parties hereto, subject to the provisions set forth below in
     paragraph 13 of this letter agreement.

3.   As consideration for their services, the Company agrees to (a) pay the
     Agents a fee in an amount equal to 8% of the aggregate purchase price paid
     by investors (the "Investors") for any Placement Securities sold during the
     term of this letter agreement in a placement contemplated by this letter
     agreement (the "Placement Fee"). In addition, the Company agrees to pay the
     Agents a Placement Fee if within six months following the termination of
     this engagement any Placement Securities are sold by the Company to any
     investor

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Mr. James G. Azlein
President
BPI Industries, Inc.
Page 2 of 5


     identified by either Agent or with whom either Agent had contact on behalf
     of the Company during the term of this letter agreement. Any such Placement
     Fee shall be paid in full in cash, to the Agents at the closing of any sale
     of Placement Securities giving rise to such Placement Fee.

4.   In addition to any Placement Fee payable by the Company hereunder and
     regardless of whether any Placement Securities are sold by the Company, the
     Company shall reimburse the Agents for all reasonable travel, legal and
     other out-of-pocket expenses incurred in performing the services described
     herein. The initial cap on the expenses shall be $100,000 and that amount
     can be adjusted by mutual agreement of the Agents and the Company. In
     addition, the Company shall engage and pay all costs and fees associated
     with Schlumberger Data Consulting Services, independent petroleum
     engineers.

5.   The company agrees to the provisions with respect to the Agents' indemnity
     and other matters set forth in Appendix A, which appendix is incorporated
     by reference into this letter agreement. Each of the Company and SMH also
     acknowledges that it has received and reviewed the Special Disclosure
     Statement of KeyCorp set forth in Schedule I, which schedule is
     incorporated by reference into this letter agreement.

6.   The Company agrees to provide the Agents with all information concerning
     the Company that the Agents reasonably deem appropriate in connection with
     their engagement hereunder and will provide the Agents with access to the
     Company's officers, directors and advisors. The Company agrees to notify
     the Agents of any material adverse change, or development that may lead to
     a material adverse change, in the business, properties, operations or
     financial condition or prospects of the Company or in the Company's ability
     to affect the sale of Placement Securities. The Company shall also inform
     the Agents of any material events or developments concerning prospective
     material events that may come to the attention of the Company at any point
     during the term of this letter agreement. The Company agrees that all
     information concerning the Company furnished by or on behalf of the Company
     to the Agents or to any prospective investor will be true and accurate in
     all material respects and will not contain any untrue statement of a
     material fact or omit to state a material fact necessary in order to make
     the statements therein, in the light of the circumstances under which such
     statements are made, not misleading. The Company acknowledges that the
     Agents will be using and relying upon the accuracy and completeness of the
     information supplied by the Company and its officers, directors and
     advisors in connection with its engagement hereunder without independent
     verification.

7.   The Company agrees that any offering document delivered to potential
     investors in connection with the offer and sale of Placement Securities
     will include all information required to be provided to such investors
     under applicable securities laws and regulations; and no such document
     shall contain an untrue statement of a material fact or omit to state a
     material fact necessary to make the statements therein, in the light of the
     circumstances

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Mr. James G. Azlein
President
BPI Industries, Inc.
Page 3 of 5

     under which they were made, not misleading; and the Company shall have
     responsibility for the accuracy and completeness of any such offering
     document.

8.   The Company agrees to furnish to the Agents the name of each party (a) with
     which the Company has had discussions or contacts (either during the term
     of this letter agreement or within twelve months prior to the date of this
     letter agreement) concerning a possible investment in securities of the
     Company, and (b) of which the Company is aware had or currently has an
     interest (either during the term of this letter agreement or within twelve
     months prior to the date of this letter agreement) in entering into a
     possible investment in securities of the Company.

9.   The Company agrees that (a) the Agents will be entitled to rely on the
     truth and accuracy of all representations and warranties made by it in any
     purchase agreement or other agreement or instrument entered into by the
     Company in connection with the transactions contemplated by this letter
     agreement and (b) it will use all reasonable efforts to cause any opinions
     of counsel to the Company and comfort or similar letters of the Company's
     accountants, in each case, that are delivered to any investor and relate to
     disclosure or securities law issues in connection with the transactions
     contemplated by this letter agreement also to be addressed and delivered to
     the Agents.

10.  Each of the parties to this letter agreement acknowledges and agrees that
     its respective rights and obligations are contractual in nature. Each party
     disclaims any intention to impose fiduciary obligations on any other party
     by virtue of the engagement contemplated by this letter agreement. This
     letter agreement is solely for the benefit of KBCM, SMH, the Company, each
     of their respective officers, directors, employees and agents, and any
     person controlling them within the meaning of the Securities Act of 1933,
     as amended, and the respective legal representatives, successors and
     assigns of KBCM, SMH and the Company, and no other person shall acquire or
     have any right under or by virtue of this letter agreement.

11.  As you know, McDonald Investments Inc. and SMH are full service securities
     firms and as such may from time to time effect transactions for their own
     accounts or the account of their customers, and they may hold positions in
     securities or options on securities of the Company.

12.  No fee payable to any other financial advisor by the Company in connection
     with the subject matter of this engagement shall reduce or otherwise affect
     any fee payable hereunder to the Agents.

13.  At any time at which both Agents are acting as placement agents hereunder,
     either Agent may resign as placement agent upon ten days' written notice to
     the Company and the other Agent. Upon any such resignation, the resigning
     Agent shall have no continuing rights, liabilities or obligations
     hereunder, except that the provisions of paragraph 4 and Appendix A of this
     letter agreement will survive any such resignation, and (b) this

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Mr. James G. Azlein
President
BPI Industries, Inc.
Page 4 of 5

     Agreement shall not terminate and the other Agents' rights, liabilities and
     obligations hereunder shall remain unchanged.

14.  This letter agreement may be terminated with or without cause by the
     Agents, acting together, or the Company, in each case, upon ten days'
     written notice. Upon expiration of the term of this letter agreement or
     termination of this letter agreement, no party shall have any liability or
     continuing obligation to the other under the terms of this letter
     agreement, except that the provisions of paragraphs 3 and 4, and Appendix A
     of this letter agreement will survive any such expiration or termination.

15.  The Company acknowledges that the Agents' due diligence investigation of
     the Company is ongoing and will continue for the duration of the engagement
     set forth herein. The Company further acknowledges that each Agent may
     resign as a placement agent hereunder or terminate this letter agreement
     pursuant to paragraphs 13 or 14 above, as applicable, based on information
     that comes to its attention during its due diligence investigation,
     including without limitation thorough discussions with one or more
     independent petroleum engineers and review of one or more reports of such
     independent petroleum engineers, which reports shall be satisfactory to
     each Agent in its sole discretion.

16.  EACH PARTY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY
     RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY SUIT, ACTION, CLAIM
     OR PROCEEDING (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) RELATING TO
     OR ARISING OUT OF THIS LETTER AGREEMENT, THE ENGAGEMENT OF THE AGENTS
     PURSUANT HERETO OR THE PERFORMANCE BY THE AGENTS OF THE SERVICES
     CONTEMPLATED BY THIS LETTER AGREEMENT.

17.  The Company agrees that the Agents may publish, at their own expense,
     advertisements announcing the completion of the transaction and the Agents'
     role therein.

18.  This letter agreement may not be amended or modified except in writing and
     shall be governed by and construed in accordance with the laws of the State
     of Ohio, without regard to principles of conflicts of laws.

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Mr. James G. Azlein
President
BPI Industries, Inc.
Page 5 of 5


     If this letter accurately sets forth the understanding between us, please
sign the enclosed copy of this letter below and return it to KBCM, at which time
this letter will become a mutually binding obligation.



                                          Very truly yours,

                                          KeyBanc Capital Markets, a division of
                                          McDonald Investments, Inc.

                                          By:___________________________________

                                          Its:__________________________________



                                          Sanders Morris Harris, Inc.

                                          By:___________________________________

                                          Its:__________________________________

Agreed to as of the above date:
BPI Industries, Inc.

By:_____________________________

Its:____________________________



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                                   Schedule I

                            MCDONALD INVESTMENTS INC.
                          SPECIAL DISCLOSURE STATEMENT

     McDonald Investments Inc. ("McDonald"), is a wholly-owned subsidiary of
KeyCorp. McDonald is a broker/dealer registered with the Securities and Exchange
Commission, and a member of the National Association of Securities Dealers, Inc.
("NASD"), the New York Stock Exchange ("NYSE") and the Securities Investor
Protection Corporation ("SIPC").

     KeyCorp is also the parent of KeyBank National Association. McDonald is not
a bank; it is a separate corporate entity from its affiliated bank subsidiaries
of KeyCorp. The obligations of McDonald are not obligations of any of its
affiliate banks, and none of the affiliated banks are responsible for, or
guarantee, the securities sold, offered or recommended by McDonald. Except in
certain specified circumstances, securities and other investment products sold,
offered or recommended by McDonald are not bank deposits or obligations, and are
not insured by the FDIC. McDonald will sell, as agent, banker's acceptances or
CD's issues by its affiliate banks and by unaffiliated third party banks. The
CD's that McDonald sells as agent are insured by the FDIC only to the extent
that the FDIC insures the deposits of the issuing bank.

     McDonald's banking affiliates may be lenders to issuers of securities that
McDonald underwrites or privately places, in which case the proceeds of
securities offerings underwritten or privately placed may be used to repay those
loans. Please refer to the relevant offering disclosure documents for a
discussion of any such lending arrangement.

     You acknowledge that McDonald may share with any of its affiliates
(including KeyBank) any information related to the transaction or any of the
matters contemplated hereby. McDonald agrees to treat, and cause such affiliates
to treat, all nonpublic information provided to it by you or any of your
affiliates or advisors, as confidential information in accordance with customary
banking industry practices.


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                                   Appendix A

In the event that McDonald Investments Inc. or Sanders Morris Harris, Inc. (each
an "Agent" and together the "Agents") becomes involved in any capacity, other
than as a plaintiff, in any action, proceeding or investigation brought by or
against any person, including shareholders of BPI Industries, Inc. (the
"Company") in connection with any matter related to the assignment described in
this letter, the Company agrees to reimburse each Agent for its legal and other
expenses (including the cost of any investigation and preparation) reasonably
incurred in connection therewith; provided, however, that if it is finally
judicially determined in any such action, proceeding or investigation that any
loss, claim, damage or liability of such Agent has resulted from the gross
negligence or bad faith of such Agent in performing the services which are the
subject of this letter, such Agent shall repay such portion of the reimbursed
amounts that is attributable to expenses incurred in relation to the act or
omission of such Agent which is the subject of such finding. The Company also
will indemnify and hold each Agent harmless against any losses, claims, damages
or liabilities to any such person in connection with any matter related to the
assignment described in this letter, except to the extent that any such loss,
claim, damage or liability is finally judicially determined to have resulted
from the gross negligence or bad faith of such Agent in performing the services
that are the subject of this letter. If for any reason the foregoing
indemnification is unavailable to an Agent or is insufficient to hold it
harmless, then the Company shall contribute to the amount paid or payable by
such Agent as a result of such loss, claim, damage or liability in such
proportion as is appropriate to reflect the relative economic interests of the
Company on the one hand and such Agent on the other hand in the matters
contemplated by this letter as well as the relative fault of the Company on the
one hand and such Agent on the other hand with respect to such loss, claim,
damage or liability and any other relevant equitable considerations; provided,
however, that in no event shall such Agent be required to contribute any amounts
in excess of the fees received by it hereunder. The Company shall be liable for
any settlement of any claim against an Agent made with the Company's written
consent, which consent shall not unreasonably be withheld, and neither the
Company shall, without the prior written consent of such Agent, settle or
compromise any claim or permit a default or consent to the entry of any judgment
in respect thereof, unless such settlement, compromise or consent includes, as
an unconditional term thereof, the giving by the claimant to such Agent of an
unconditional release from any and all liability in respect of such claim. Each
Agent shall have the right to retain counsel of its own choice to represent it
in connection with any matter as to which the indemnity, expense reimbursement
and contribution provisions apply. The reimbursement, indemnity and contribution
obligations of the Company under this paragraph shall be in addition to any
liability which the Company may otherwise have, shall extend upon the same terms
and conditions to any affiliate of either Agent and their directors, agents,
employees and controlling persons (if any), as the case may be, and shall be
binding upon and inure to the benefit of any successors, assigns, heirs and
personal representatives of the Company, each Agent, any such affiliate and any
such person. The indemnity obligations of the Company hereunder shall not extend
to any affiliate of either Agent or any such affiliate to the extent that any
loss, claim, damage or liability is finally judicially determined to have
resulted from the gross negligence or bad faith of such Agent or any such other
person in performing the services which are the subject of the letter. The
Company also agrees that each Agent and its affiliates, directors, agents,
employees and controlling persons shall have no liability to the Company or its
shareholders, for or in connection with any matter referred to in this letter
except to the extent that any losses, claims, damages, liabilities or


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expenses are finally judicially determined to have resulted from the gross
negligence or bad faith of such Agent in performing the services that are the
subject of this letter. The provisions of this Appendix A shall survive any
termination or completion of the engagement provided by this letter agreement
and this letter agreement shall be governed by and construed in accordance with
the laws of the State of Ohio without regard to principles of conflicts of laws.