EXHIBIT TO BE FILED BY EDGAR Exhibit: A-2 - Form of EnviroTech Investment Fund I Limited Partnership Amended and Restated Limited Partnership Agreement.

                             EXHIBIT TO BE FILED BY ▇▇▇▇▇




               Exhibit:

                    A-2  -    Form of EnviroTech  Investment Fund I Limited
                              Partnership  Amended   and  Restated  Limited
                              Partnership Agreement.