Exhibit 99.2

DELTRON, INC.

DISCLOSURE COMMITTEE

CHARTER

Disclosure Policy

All financial disclosures made by the Corporation to its security holders orthe investment community should (i) be accurate, complete and timely, (ii)fairly present, in all material respects, the Corporation's financial condition,results of operations and cash flows, and (iii) meet any other legal, regulatoryor stock exchange requirements.

Committee Purpose

The Corporation's Disclosure Committee (the "Committee") shall assist theCorporation's officers and directors (collectively, the "Senior Officers")fulfilling the Corporation's and their responsibilities regarding (i) theidentification and disclosure of material information about the Corporation and(ii) the accuracy, completeness and timeliness of the Corporation's financialreports.

Responsibilities

| Subject to the supervision and oversight of    Senior Officers, the Committee shall be responsible for the following tasks: |
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|                                                                                                                        |   |   |
|                                                                                                                        | - | Review and, as necessary, help revise the    Corporation's controls and other procedures ("Disclosure Controls and    Procedures") to ensure that (i) information required by the Corporation to    be disclosed to the Securities and Exchange Commission (the "SEC"), and    other written information that the Corporation will disclose to the public    is recorded, processed, summarized and reported accurately and on a timely    basis, and (ii) such information is accumulated and communicated to    management, including the Senior Officers, as appropriate to allow timely    decisions regarding required disclosure. |
|                                                                                                                        |   |   |
|                                                                                                                        | - | Assist in documenting, and monitoring the    integrity and evaluating the effectiveness of, the Disclosure Controls and    Procedures. |
|                                                                                                                        |   |   |
|                                                                                                                        | - | Review the Corporation's (i) Annual Report on    Form 10-KSB, Quarterly Reports on Form 10-QSB, and Current Reports on Form    8-K, proxy statement, material registration statements, and any other    information filed with the SEC (collectively, the "Reports"), (ii) press    releases containing financial information, earnings guidance,    forward-looking statements, information about material transactions, or    other information material to the Corporation's security holders, (iii)    correspondence broadly disseminated to shareholders, and (iv) other relevant    communications or presentations (collectively, the "Disclosure Statements"). |

 

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|   | - | Discuss information relative to the Committee's    responsibilities and proceedings, including (i) the preparation of the    Disclosure Statements and (ii) the evaluation of the effectiveness of the    Disclosure Controls and Procedures. |
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Other Responsibilities

The Committee shall have such other responsibilities, consistent with theCommittee's purpose, as any Senior Officer may assign to it from time to time.

Disclosure Control Considerations

The Committee shall base the review and revision of the Disclosure Controlsand Procedures on the following factors:

|   | *-*    | *Control Environment:*The directives of    the Board and Audit Committee; the integrity and ethical values of the    Corporation's officers and employees, including the "tone at the top"; the    Corporation's Code of Conduct; and the philosophy and operating style of    management, including how employees are organized and how authority is    delegated. |
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|   |   |                                                                                                                                                                                                                                                                                                                                                                          |
|   | *-*    | *Risk Assessment:*The identification and    analysis of relevant risks to achieving the goal of accurate and timely    disclosure, forming a basis for determining how the risks should be managed.                                                                                                                                                                           |
|   |   |                                                                                                                                                                                                                                                                                                                                                                          |
|   | *-*    | *Control Activities:*The procedures to    ensure that necessary actions are taken to address and handle risks to    achievement of objectives.                                                                                                                                                                                                                                |
|   |   |                                                                                                                                                                                                                                                                                                                                                                          |
|   | *-*    | *Information and Communication:*The    accumulation, delivery and communication of financial information throughout    (i.e., up, down and across) the organization.                                                                                                                                                                                                          |
|   |   |                                                                                                                                                                                                                                                                                                                                                                          |
|   | *-*    | *Monitoring:*The assessment of the    quality of the financial reporting systems over time through ongoing    monitoring and separate evaluations, including through regular management    supervision and reporting of deficiencies upstream.                                                                                                                                |

Organization

The members of the Committee will be comprised of the Corporations officersand directors.

The Committee may designate two or more individuals, at least one of whomshall be knowledgeable about financial reporting and another about law, who can,acting together, review Disclosure Statements when time does not permit fullCommittee review.

The Senior Officers at their option may, at any time and from time to time,assume any or all of the responsibilities of the Disclosure Committee identifiedin this Charter, including, for example, approving Disclosure Statements whentime does not permit the full Committee (or the designated individuals) to meetor act.

 

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The Chief Financial Officer of the Corporation shall act as the Chair of theCommittee (unless and until another member of the Committee shall be soappointed by any Senior Officer).

Meetings and Procedures

The Committee shall meet or act as frequently and as formally or informallyas circumstances dictate to (i) ensure the accuracy, completeness and timelinessof the Disclosure Statements and (ii) evaluate the Disclosure Controls andProcedures and determine whether any changes to the Disclosure Controls andProcedures are necessary or advisable in connection with the preparation of theReports or other Disclosure Statements, taking into account developments sincethe most recent evaluation, including material changes in the Corporation'sorganization and business lines and any material change in economic or industryconditions.

The Committee shall adopt, whether formally or informally, such procedures asit deems necessary to facilitate the fulfillment of its responsibilities.

Full Access

The Committee shall have full access to all of Corporation's books, records,assets, facilities and personnel, including the internal auditors, in connectionwith fulfilling its responsibilities.

Charter Review

The Committee shall review and assess this Charter annually, and recommendany proposed changes to the Senior Officers for approval.

Interpretation

Any questions of interpretation regarding this Charter, or the Committee'sresponsibilities or procedures, shall be determined initially by the Chair and,to the extent necessary, ultimately by the Senior Officers.

 

 

 

 

 

 

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