<DOCUMENT>
<TYPE>EX-99.(K)(II)
<SEQUENCE>6
<FILENAME>a2136845zex-99_kii.txt
<DESCRIPTION>EXHBIIT 99(K)(II)
<TEXT>
<PAGE>


                                                             Exhibit 99(k)(ii)



                    T H E   A L T M A N   G R O U P


                    THE ALTMAN GROUP, INC.              1275 VALLEY BROOK AVE
                    PROXY SOLICITATION                  LYNDHURST, NJ 07071
                    INVESTOR RELATIONS                  TEL: 201-460-1200
                    BANKRUPTCY SERVICES                 FAX: 201-460-0050



April 29, 2004



H&Q Healthcare Investors
30 Rowes Wharf,  Fourth Floor
Boston, MA  02110
Attn:  Kimberly Carroll

Dear Kim:

This will serve as the agreement ("Agreement") between The Altman Group, Inc.
("The Altman Group") and H&Q Healthcare Investors, pursuant to which The Altman
Group will serve H&Q Healthcare Investors as information agent for its rights
offering, currently scheduled for May 2004.


1.       SERVICES AND  FEES:

         As Information Agent, The Altman Group will perform services related to
         providing information to shareholders regarding the offering as well as
         providing intelligence reports to H&Q Healthcare Investors on Bank,
         Broker and Arbitrageur activity throughout the offering.

         a)       These services include, but are not limited to:

                  i)       Contact with banks, brokers and intermediaries to
                           determine the quantity of materials needed,
                           distribute appropriate quantities of such materials.

                  ii)      Enclose and mail all necessary offering documents to
                           shareholders offering documents to shareholders to
                           sell their interests.

                  iii)     Set up a dedicated toll-free number to respond to
                           inquiries, provide assistance to shareholders and
                           monitor the response to the offer.

                  iv)      Enclose and mail the offering documents to interested
                           shareholders and provide periodic reports to the
                           client as to the results and the status of the rights
                           offering.


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For an additional fee, if needed, The Altman Group if requested by the
client will proactively contact registered shareholders and/ or non objecting
beneficial holders (NOBOs) to help promote a high level of participation in the
offer.

2.       FEES:

         a)       The Altman Group agrees to complete the work described above
                  for a fee of $5,500 plus reasonable and documented
                  out-of-pocket expenses.

         b)       Reasonable and documented out-of-pocket expenses shall be
                  reimbursed by H&Q Healthcare Investors, and will include such
                  charges as search notification, postage, messengers and
                  overnight couriers, other expenses incurred by The Altman
                  Group in obtaining or converting depository participant,
                  shareholder and/or NOBO listings; and reasonable and customary
                  charges for data processing, supplies, in-house photocopying,
                  telephone usage, and other similar activities.

         c)       In addition to the base fee, a $4.75 per telephone call fee
                  will be charged for every inbound telephone call received with
                  regards to the clients offer.

         d)       The additional fee for contacting NOBOs and registered
                  shareholders, if requested, will include a fee of $4.75 per
                  shareholder contacted, a $300 set up fee and out of pocket
                  expenses related to telephone lookups and line charges.

3.       BILLING AND PAYMENT:

         An invoice for the agreed base fee of $5,500 is attached, and The
         Altman Group requires that the signed contract and this retainer be
         received by our office prior to the distribution of material.
         Out-of-pocket expenses incurred will be invoiced to H&Q Healthcare
         Investors after the rights offering is completed.

         Banks, brokers and intermediaries will be directed to send their
         invoices directly to H&Q Healthcare Investors for payment. The Altman
         Group will, if requested, assist in reviewing and approving any or all
         of these invoices.

4.       RECORDS:

         Copies of supplier invoices and other back-up material in support of
         The Altman Group's out-of-pocket expenses will be available for review
         at the offices of The Altman Group upon reasonable notice and during
         normal business hours.


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5.       CONFIDENTIALITY:

         The Altman Group and H&Q Healthcare Investors agree that all books,
         records, information and data pertaining to the business of the other
         party which are exchanged or received pursuant to the negotiation or
         the carrying out of the Agreement shall remain confidential, and shall
         not be voluntarily disclosed to any other person, except as may be
         required by law. The Altman Group shall not disclose or use any
         nonpublic information (as that term is defined in SEC Regulation S-P
         promulgated under Title V of the Gramm-Leach-Bliley Act of 1999)
         relating to the customers of H&Q Healthcare Investors and /or its
         affiliates ("Customer Information") except as may be necessary to carry
         out the purposes of this Agreement. The Altman Group shall use best
         efforts to safeguard and maintain the confidentiality of such Customer
         Information, and to limit access to and usage of such customer
         information to those employees, officers, agents, and representatives
         of the The Altman Group who have a need to know the information or as
         necessary to provide the services under this Agreement.

6.       INDEMNIFICATION:

         a)       The Altman Group shall be entitled to rely upon any written
                  instructions or directions furnished to it by an appropriate
                  Officer of H&Q Healthcare Investors (President, Vice
                  President, Secretary, Assistant Secretary, or Treasurer), in
                  conformity with the provisions of this Agreement. The Altman
                  Group shall not be under any duty or obligation to inquire
                  into the validity or invalidity or authority or lack thereof
                  of any instruction or direction from an Officer of H&Q
                  Healthcare Investors which conforms to the applicable
                  requirements of this Agreement and which The Altman Group
                  reasonably believes to be genuine.

         b)       H&Q Healthcare Investors will indemnify The Altman Group
                  against, and hold it harmless from, all liability and expense
                  which may arise out of or in connection with the services
                  described in this Agreement or the instructions or directions
                  furnished to The Altman Group relating to this Agreement by an
                  appropriate Officer of H&Q Healthcare Investors, except for
                  any liability or expense which shall arise out of the
                  negligence, bad faith or willful misconduct of The Altman
                  Group.

         c)       The Altman Group shall be responsible for and shall indemnify
                  and hold H&Q Healthcare Investors harmless from and against
                  any and all losses, damages, cost, charges, counsel fees,
                  payments, expenses and liability arising out of or
                  attributable to The Altman Group's refusal or failure to
                  comply with the terms of this Agreement, or which arise out of
                  The Altman Group's negligence, bad faith or willful
                  misconduct.


                                       3
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         At its election, H&Q Healthcare Investors may assume the defense of any
         such action. The Altman Group hereby agrees to advise H&Q Healthcare
         Investors of any such liability or claim promptly after receipt of the
         notice thereof; provided however, that The Altman Group's right to
         indemnification hereunder shall not be limited by its failure to
         promptly advise H&Q Healthcare Investors of any such liability or
         claim, except to the extent that H&Q Healthcare Investors is prejudiced
         by such failure.

7.       TERMINATION:

         This agreement shall end upon the date of the H&Q Healthcare Investors
         offering, or prior to that upon 30 days' written notice by either party
         to the other.

8.        GOVERNING LAW:

         This agreement will be governed and construed in accordance with the
         laws of the State of New York, without regard to principles of
         conflicts of law.

9.       AMENDMENTS

         This Agreement, or any term of this Agreement, may be changed or waived
         only by written amendment signed by a duly authorized representative of
         each party to this Agreement.

10.      ASSIGNMENT

         This Agreement shall not be assigned without the prior written consent
         of each party to the Agreement.

11.      COUNTERPARTS

         This Agreement may be executed in two or more counterparts, each of
         which shall be deemed an original, but all of which together shall
         constitute one and the same Agreement.

12.      CAPTIONS

         The captions and descriptive headings in this Agreement are for only
         the convenience of the parties. They do not in any way define or limit
         any of the terms of this Agreement.

13.      SEVERABILITY

         If any provision of this Agreement shall be held invalid by a court
         decision, statute, rule, or otherwise, the remainder of the Agreement
         shall not be affected.


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14.      SURVIVAL

         The provisions of Sections 5, 6, and 8 shall survive any termination,
         for any reason, of this Agreement.


If you are in agreement with the above, kindly sign a copy of this agreement in
the space provided for that purpose below and return one copy to us.
Additionally, an invoice for the retainer is attached and The Altman Group
requires that the retainer be received by us prior to the mailing of the
offering materials.


                                            Sincerely,

                                            THE ALTMAN GROUP, INC.

                                            /s/ Charlotte Brown
                                            -----------------------------
                                            Charlotte Brown,
                                            Executive Managing Director



AGREED:
H&Q Healthcare Investors


Kimberley L. Carroll
------------------------------------
Print Authorized Name

/s/ Kimberley L. Carroll
------------------------------------
Authorized Signature

Treasurer
------------------------------------
Title

May 25, 2004
----------------------------------
Date


                                       5

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