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**EXHIBIT 99.2

                          INVESTMENT COMMITTEE CHARTER

Organization**

        This Charter governs the operations of the Investment Committee of the
Board of Directors of Hydroflo, Inc. The Committee shall review and reassess the
charter at least annually and recommend any appropriate changes to the Board of
Directors. The Committee shall be appointed by the Board of Directors and shall
be comprised as follows:

        a) If the total board consists of fewer than three independent members, then
           all independent board members shall sit on the Investment Committee.

        b) If the total board consists of three or more independent members, then the
           Investment Committee shall consists of at least three members, all of whom
           shall be independent (non-affiliates) according to the requirements of the
           Investment Company Act of 1940 and the NASD.

        c) All Investment Committee members shall be financially literate.

        The Investment Committee shall meet as often as may be deemed necessary or
        appropriate in its judgment, but at least annually to assess the status and
        performance of investments. Meetings of the committee may be held either in
        person or telephonically.

**Statement of Policy**

        The Investment Committee shall provide assistance to the Board of Directors
in fulfilling their oversight responsibility to the shareholders, potential
shareholders, the investment community, and others relating to the Company's
contemplated investments and portfolio companies and investments. In so doing,
the Committee shall remain free and open communications between the Committee,
the independent auditors and management of the Company. In discharging its
oversight role, the Committee is empowered to investigate any matter brought to
its attention with full access to all books, records, facilities, and personnel
of the Company and the power to retain outside counsel, or other experts for
this purpose.

**Responsibilities and Processes**

        The primary responsibility of the Investment Committee is to oversee the
Company's evaluation of contemplated investment and portfolio companies on
behalf of the Board and report the results of their activities to the Board. The
Committee shall have the final authority in approving investments and shall make
recommendations to the Board respecting the disinvestment of portfolio
companies.

        The following shall be the principal recurring processes of the Investment
Committee in carrying out its responsibilities. The processes are set forth as a
guide with the understanding that the Committee may supplement them as
appropriate.

o       The Committee shall have the ultimate authority for and responsibility to
        evaluate and recommend investments. The Committee shall review all

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        contemplated investments by examining the financial history of the company,
        the expected return on investment, the quality of management, the soundness
        of the business model, the capital requirements, and the relationship
        between the company, its management and shareholders, and all known
        affiliates of __________. The Committee acknowledges that investments shall
        be made in accordance with Section 10(f) of the Act, which prohibits the
        investment in companies in which an affiliate of the Company is a control
        person.

o       The Committee shall review and discuss with management the performance of
        portfolio companies. The Committee shall examine the results of operations,
        the anticipated additional capital requirements, the return on investment,
        the level of management support required, budgets, forecasts and variance
        reports. Where appropriate, the Committee shall recommend the sale,
        spin-off or other disposition of under-performing portfolio companies.

o       The Committee shall review and discuss with management the diversity and
        risk of the Company's investment portfolio, and, where appropriate, make
        recommendations respecting the sale or addition of portfolio investments.

o       The Committee shall review, evaluate and discuss with management all
        solicited and unsolicited offers to purchase portfolio companies. The
        Committee shall have the final authority for approving the sale of
        portfolio investments.

o       The Committee shall ensure that the Company's investments comply with
        Section 12 of the Investment Company Act of 1940, which prohibits certain
        investments. Committee members shall familiarize themselves with Section 12
        and shall review and discuss with management the limitations set forth
        therein.

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