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                                  EXHIBIT 99.2

                   Audit Committee Charter adopted in May 2001
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                      BBJ Environmental Technologies, Inc.
                             Audit Committee Charter

                                     Purpose

The primary function of the Audit Committee (the "Committee") is to assist the
Board of Directors (the "Board") of BBJ Environmental Technologies, Inc. (the
"Company") in fulfilling its oversight responsibilities by reviewing: the
financial reports and other financial information provided by the Company to any
government body or the public; the Company's system of internal controls
regarding finance, accounting, legal compliance and ethics that management and
the Board have established; and the Company's auditing, accounting and financial
reporting processes. Consistent with this function, the Committee should
encourage continuous improvement of, and should foster adherence to, the
Company's policies, procedures and practices at all levels. The Committee's
primary duties and responsibilities are to:

     .    Serve as an independent and objective party to monitor the Company's
          financial reporting process and internal control system.

     .    Review and appraise the audit efforts of the Company's independent
          auditors.

     .    Provide an open avenue of communication among the independent
          auditors, management, and the Board.

                                   Composition

The Committee will be composed of not less than three members of the Board. They
will be selected by the Board, taking into account prior experience in matters
to be considered by the Committee, probable availability at times required for
consideration of such matters, and their individual independence and
objectivity. All members of the Committee shall have a working familiarity with
basic finance and accounting practices, and at least one member of the Committee
shall have accounting and related financial management expertise.

The Committee's membership will meet the requirements of the audit committee
policy of the National Association of Securities Dealers ("NASD"). Accordingly,
at least a majority of the members will be directors independent of management
and free from relationships that, in the opinion of the Board, would interfere
with the exercise of independent judgment as a committee member.

                                    Meetings

The Committee shall meet at least two times annually, or more frequently as
circumstances dictate. The Committee may meet with management and the
independent auditors in separate executive sessions to discuss any matters that
the Committee or either of these groups believes should be discussed privately.
In addition, the Committee or a designated member of the Committee shall meet
with the independent auditors quarterly to review the Company's quarterly
financial statements as described below.

                                Responsibilities

The Committee's responsibilities will include the following duties:

Oversight of the financial statements and relations with the independent
auditors:

     .    Instruct the independent auditors that the Board is the client in its
          capacity as the shareholders' representative.

     .    Expect the independent auditors to meet with the Board at least
          annually so the Board has a basis on which to recommend the
          independent auditors' appointment to the shareholders or to ratify its
          selection of the independent auditors.

     .    Expect management and the independent auditors to analyze significant
          financial report issues and practices on a timely basis.

     .    Expect management and the independent auditors to discuss with the
          Committee:

          .    Qualitative judgments about whether current or proposed
               accounting principles and disclosures are appropriate, not just
               acceptable.

          .    Aggressiveness or conservatism of accounting principles and
               financial estimates.

Expect the independent auditors to provide the Committee with:
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     .    Independent judgments about the appropriateness of the Company's
          current or proposed accounting principles and whether current or
          proposed financial disclosures are clear.

     .    Views on whether the accounting principles chosen by management are
          conservative, moderate, or aggressive as they relate to income, asset,
          and liability recognition, and whether these accounting principles are
          commonly used.

     .    Reasons why accounting principles and disclosure practices used for
          new transactions or events are appropriate.

     .    Reasons for accepting or questioning significant estimates made by
          management.

     .    Views on how selected accounting principles and disclosure practices
          affect shareholder and public attitudes about the Company.

Actions taken on the Board's behalf that require Board notification but not
Board approval:

     .    Review and approve the scope of the Company's audit and that of its
          subsidiaries as recommended by the independent auditors.

     .    Answer questions raised by shareholders during an annual shareholders'
          meeting on matters relating to the Committee's activities if asked to
          do so by the Board's chairperson.

     .    Ask the appropriate corporate officer to study a particular area of
          interest or concern to the Committee.

Matters requiring the Committee's review and study before making a
recommendation for the Board's action:

     .    Appointment of the independent auditors.

     .    Implementation of major accounting policy changes.

     .    SEC registration statements to be signed by the Board.

     .    The auditors' reports and financial statements prior to publication in
          the annual report.

Matters requiring the Committee's review and study before providing summary
information to the Board:

     .    Accounting policy changes proposed or adopted by organizations such as
          the Financial Accounting Standards Board ("FASB"), the Securities and
          Exchange Commission ("SEC"), and the American Institute of Certified
          Public Accountants ("AICPA"), or by comparable bodies outside the U.S.

     .    The independent auditors' assessment of the strengths and weaknesses
          of the Company's financial staff, systems, controls, and other factors
          that might be relevant to the integrity of the financial statements.

     .    Quarterly financial statement review before publication.

     .    Administration of the Company's "conflict of interest" policy.

     .    The performance of management and operating personnel under the
          Company's code of ethics.

     .    Gaps and exposures in insurance programs.

     .    Reports about the Company or its subsidiaries submitted by agencies of
          governments in countries in which the Company or its subsidiaries
          operate.

     .    Periodic SEC filings and the adequacy of programs and procedures to
          assure compliance with SEC regulations and regulations of the NASD.