AMENDMENT

                                   AMENDMENT

AMENDMENT, of the employment agreement by and between ENVIROTEST SYSTEMS 
CORP., a Delaware corporation (the "Company") and XXX X. XXXX, (the 
"Employee") dated January 1, 1996 (the "Agreement"), made as of the 21st day 
of April, 1998.

                                  WITNESSETH:

WHEREAS, the Company and the Employee entered into the Agreement on January 
1, 1996; and

WHEREAS, the Company and the Employee mutually agree to amend certain terms 
and conditions of the Agreement.

NOW, THEREFORE, the parties hereby agree to amend the Agreement effective as 
of the date this Amendment is entered into, as follows:

     1.     Section 1(b) of the Agreement shall be amended to read in its 
entirety as follows:

     "The employment of the Employee by the Company hereunder shall commence 
     as of the date hereof and, unless sooner terminated in the manner herein 
     provided, shall terminate on the fourth anniversary hereof (the "Term")."

     2.     Section 8(b) of the Agreement shall be amended to read in its 
entirety as follows:

     "If (i) the Company terminates the employment of the Employee during the 
     Term other than for "cause" (as defined in Paragraph 8(a) of this 
     Agreement), or (ii) during the Term there is a change of control of the 
     Company and the successor entity (or purchaser) does not accept an 
     assignment of this Agreement, or (iii) the terms of the Employee's 
     employment are materially adversely changed or duties or 
     responsibilities are materially diminished, following a change of 
     control or otherwise (including, by way of example and not by 
     limitation, by reason of the Employee ceasing to be a Vice President and 
     Chief Financial Officer of the Company), or (iv) a change of control 
     occurs, as a result of which the Company ceases to have any 
     publicly-traded equity securities, whereupon, in the case of clauses 
     (ii), (iii) and (iv), the Employee shall have the right to consider his 
     employment hereunder to have been terminated by the Company by giving 
     written notice to




     the Company within 10 business days after the date on which the Employee 
     believes that such adverse change has occurred, the action(s) 
     constituting such adverse change or diminution, and the fact that he is 
     terminating this Agreement pursuant to this Paragraph 8(b)(iii), then 
     (A) the Company shall retain Employee and Employee agrees to serve as a 
     consultant to the Company for the longer of the remainder of the Term or 
     twenty-four (24) months ("Consulting Period"); (B) the Employee's 
     Options shall vest as set forth in Section 4(b) above; and (C) the 
     Employee shall be entitled to continue to receive (1) on the same 
     schedule as was in existence prior to such termination payment of his 
     base salary and all other benefits to which he is entitled for the 
     Consulting Period and (2) the pro rata portion of any bonus earned by 
     the Employee for the final year in which the termination occurred."

                                       /s/ Xxxxxxx X. Xxxxxxxxx
                                       ----------------------------------------
                                       ENVIROTEST SYSTEMS CORP.


                                       /s/ Xxx X. Xxxx
                                       ----------------------------------------
                                       XXX X. XXXX


Dated:      of April, 1998