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                                       AMENDMENT

     AMENDMENT, of the employment agreement by and between ENVIROTEST SYSTEMS 
CORP., a Delaware corporation (the "Company") and RAJ G. MODI, (the 
"Employee") dated January 1, 1996 (the "Agreement"), made as of the 4th day 
of June, 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 of 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 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 effective date of such event or the date on which the Employee
     believes that such adverse change has occurred, the action(s) constituting
     such adverse change or diminution, if

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     applicable, and the fact that he is terminating this Agreement pursuant
     to this Paragraph 8(b)(ii), (iii) or (iv), as applicable, 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."

     This Amendment supersedes the Amendment dated as of April 21, 1998 
between the Company and the Employee.

                                        ENVIROTEST SYSTEMS CORP.

                                        By:   /s/ MARK THOMAS
                                              ------------------
                                              Name:  MARK THOMAS
                                              Title: Executive Vice President

                                              /s/ RAJ G. MODI
                                              ------------------
                                                  RAJ G. MODI