<PAGE>

                CONFIDENTIAL SEVERANCE AGREEMENT AND GENERAL RELEASE


     This Agreement ("Agreement") made as of the 15 day of May, 1998 (the
"Effective Date"), by and between MARK D. FROST, having an address at 21
Piedmont Court, Piedmont, CA 94611 ("Frost"), and ENVIROTEST SYSTEMS CORP., a
Delaware corporation, with principal offices at 246 Sobrante Way, Sunnyvale,
California, 94086, all affiliates and parents, including but not limited to,
ENVIROTEST TECHNOLOGIES, INC. (hereinafter collectively referred to as the
"Company").

                                       RECITALS

     WHEREAS, the Company and Frost desire to enter into an agreement to set
forth the terms of Frost's separation from the Company and a release of claims.

     NOW THEREFORE, in return for the promises, consideration, mutual covenants,
agreements, and conditions provided for in this Agreement, the receipt and
adequacy of which are hereby acknowledged by the parties, and intending to be
legally bound, Frost and the Company hereby agree as follows:

                                      COVENANTS

    1.   In consideration of the execution of this Agreement and the release 
and waiver contained herein, the Company agrees that:

          a.   The Company shall provide Frost with salary continuation, which
               would not otherwise be paid, at his present rate of pay for nine
               (9) months from the date of his resignation, payable in
               accordance with the Company's regular payroll schedule and
               practices.  The Company will deduct taxes and make other
               deductions required for wages by state and federal law.

          b.   Company will pay Frost for his earned and unused vacation time,
               minus required and authorized withholding deductions, which Frost
               agrees is the total amount of earned and unused vacation time due
               and owing to Frost as of the date of resignation of his
               employment, and that no further vacation time shall be earned
               after that date.

          c.   Frost and his dependents will receive family medical, dental,
               disability and life insurance coverage and executive medical
               reimbursement identical to those provided by the Company to its
               vice presidents, at Company expense, through February 15, 1999.
               Pursuant to the Consolidated Omnibus Budget Reconciliation Act of
               1985, from and after February 15, 1999, Frost will continue to be
               eligible for coverage under the Company's group medical,

<PAGE>

               dental and life plans for as long as permitted by applicable law,
               but he will be personally responsible for the payment of all
               premiums due under such plans.  Frost may at any time convert his
               group medical and dental benefits to an individual policy.  The
               Company will provide Frost with all necessary forms to convert
               such policies and will give Frost notice of the amount necessary
               to continue premiums on the group medical plans and notice of his
               option to convert the plans into individual plans.

          d.   In the event of Frost's death prior to payment of the benefits
               set forth in Paragraphs 1(a) and 1(b) above, all remaining
               compensation and benefits described therein will be provided to
               Frost's wife, Silvia Frost, if she survives him.  If not, all
               payment obligations under those paragraphs will be made to
               Frost's estate.

          e.   Frost's participation, if any, in any employee benefit or
               retirement plans will be determined by the terms of those plans,
               or as otherwise required by law.

          f.   Pursuant to action taken by the Compensation Committee of the
               Board of Directors of the Company, Frost has been granted
               incentive stock options to purchase 90,000 shares of Class A
               Common Stock of Envirotest Systems Corp. under the Envirotest
               Systems Corp. Stock Option Plan.  Of the 90,000 shares subject to
               option, 15,000 options (the "Vested Options") have vested under a
               Stock Option Agreement dated October 24, 1996 (the "October
               Agreement").  The Company hereby (i) agrees that the Vested
               Options may be exercised in accordance with the terms of the
               October Agreement, and (ii) amends the October Agreement to
               provide that Frost shall have the full ten-year term of the
               October Agreement to exercise the Vested Options.  All other
               options granted to Frost, including the remaining options granted
               under the October Agreement and options granted under an option
               agreement dated January 14, 1998, are hereby canceled.

          g.   In addition to the benefits described elsewhere in this
               Agreement, the Company agrees:

               (i)    To permit Frost to participate in an employee loan or
                      other financial assistance program, if any, established by
                      the Company and made available to all Envirotest employees
                      in connection with the exercise of Envirotest stock
                      options.  Frost acknowledges and agrees that (1) such
                      program does not currently exist, (2) the Company is under
                      no obligation to establish any such program, and (3) the
                      Company does


                                          2

<PAGE>

                      not represent, warrant or covenant that any such 
                      program will ever be established.

               (ii)   To permit Frost to keep permanently the laptop computer
                      issued to him by Envirotest (including reasonable
                      peripherals such as the printer and docking station).

               (iii)  To permit Frost to keep permanently the cellular telephone
                      issued to him by Envirotest and currently in his
                      possession.

               (iv)   To provide to Frost Outplacement Services (not-to-exceed
                      $1,500.00 in the aggregate) to assist him in obtaining
                      employment.

    2.   By signing this Agreement, and accepting the consideration specified 
         above, Frost knowingly and voluntarily agrees as follows:

         a.   Frost hereby resigns his position as Vice President effective 
              May 15, 1998.

         b.   Frost hereby waives, releases and forever discharges the 
              Company, its shareholders, officers, directors, agents, 
              employees, and all affiliates of the foregoing personally as 
              individuals and as shareholders, officers, directors, agents, 
              employees, and affiliates, and their successors and assigns 
              (severally and collectively "Releasees") from, and covenants not 
              to sue or charge them individually, jointly or severally, on, any
              and all claims or causes of action arising out of his employment 
              by the Company, under any local, state, or federal law or 
              regulation, including without limitation, those arising under the
              Age Discrimination in Employment Act of 1967 (ADEA), Title VII of
              the Civil Rights Act of 1964, as amended, the Older Workers 
              Protection Act of 1990, the Labor Management Relations Act, 
              Employee Income Retirement Security Act (ERISA), the Family and 
              Medical Leave Act of 1993, the Americans with Disabilities Act, 
              the Fair Employment and Housing Act, and the California Civil 
              Rights Act, or under common law tort or contract theory, whether 
              in law or equity, known or unknown, asserted or unasserted, 
              suspected or unsuspected, which Frost or his heirs, has ever had,
              or now has against Releasees.  The Company waives, releases and 
              forever discharges Frost, his spouse and his heirs (severally and
              collectively the "Frost Releasees") from, and covenants not to 
              sue or charge the Frost Releasees on any and all claims or causes
              of action arising out of Frost's employment by the Company under 
              any local, state or federal law or regulations or any common law 
              tort or contract theory, whether in law or equity, known or


                                          3

<PAGE>

               unknown, asserted or unasserted, suspected or unsuspected, which
               the Company, or its successors, has, ever had, or now has against
               the Frost Releases.  Frost represents and acknowledges that he
               has been provided a reasonable opportunity to consult with an
               attorney regarding the nature and effect of this Release and
               Waiver, and has not been advised to do so by the Company.

          c.   Frost and the Company hereby expressly waive Section 1542 of the
               California Civil Code, which provides:

                    A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE
                    CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT
                    THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN TO HIM
                    MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE
                    DEBTOR.

               Frost and the Company also expressly waive the benefit of any
               other statute or rule of law, which, if applied to this 
               Agreement, would otherwise exclude from its binding effect 
               any claims released hereby not now known to exist by Frost 
               and/or the Company.

          d.   Frost agrees and acknowledges that he has received all share
               certificates and stock option agreements due him, and that he 
               will not receive an additional grant of stock options for 
               services rendered during the Company's current fiscal year 
               or otherwise.

     3.   In consideration of this Agreement and to induce the Company to enter
into such Agreement, Frost hereby makes the following representations to and
agreements with the Company:

          a.   Except as required by legal proceeding, Frost agrees that he will
               not make any statements or disclose any information which in the
               Company's reasonable judgment are inimical to the interest of the
               Company or are derogatory about the Company, its stockholders,
               officers, directors, systems, products, or services.

          b.   Frost will not disclose or cause or allow to be disclosed any of
               the terms, conditions, amounts or any other details of this
               Agreement; PROVIDED, HOWEVER, that nothing shall preclude Frost
               from making such disclosure as may be required by applicable law
               or as may be necessary in the course of prosecuting or defending
               litigation concerning this Agreement; and PROVIDED FURTHER that
               nothing shall


                                          4
<PAGE>

               preclude Frost from fully disclosing to the preparer of his tax
               return the nature and source of his taxable income, nor from
               fully disclosing to his attorney the terms of this Agreement as
               provided in Paragraph 3(a) above.

     4.   Frost recognizes and acknowledges that Company's, its parents', its 
affiliates', their divisions' and vendors' and the users of their services' 
("users") confidential financial records, financial and other plans, 
engineering methods and systems, marketing methods and systems, advertising 
strategies and methods, strategic plans, databases, trade secrets, user 
lists, information regarding users and potential users, staff members, or 
suppliers, reports prepared by consultants, other information, observations, 
data and ideas obtained by him during the course of his employment at the 
Company, or other proprietary information of the Company (collectively 
referred to as the "Confidential Information"), are valuable, special, and 
unique assets of these entities, divisions, vendors, and users.  Therefore, 
Frost agrees not to disclose any Confidential Information to any person, 
firm, corporation, or other entity whatsoever without advance written 
authorization by the Company or unless and until the information becomes 
generally available to the public through proper means not in violation of 
this Agreement.  Moreover, Frost agrees not to use any Confidential 
Information unless and until it becomes generally available to the public 
through proper means not in violation of this Agreement. Frost will return to 
Company all documents and other information that are the property of the 
Company that are in his possession or control and that in any way relate to 
the Company or which reflect or contain information or data or ideas 
generated or collected by or on behalf of the Company, including, but not 
limited to, all documents, memoranda, notes, records, reports, manuals, 
correspondence, user lists, books, slides, databases, supplier, contractor, 
or consultant lists and information, presentations, flow charts, outlines, 
financial information, projections, user marketing documents and plans, 
whether stored on paper, computer, tape, or any other means of data storage.  
Frost will return to the Company no later than June 1, 1998, any keys, 
equipment, materials, credit cards, and any other property belonging to the 
Company.

     5.   Frost acknowledges that the services rendered by him to the Company 
were of a special, unique and extraordinary character and, in connection with 
such services, he has had access to confidential information vital to the 
Company's business.  By reason of this, Frost consents and agrees that if he 
violates Paragraph 3 or Paragraph 4 of this Agreement, the Company would 
sustain irreparable harm and, therefore, in addition to any other remedies 
which the Company may have under this Agreement or otherwise, the Company 
shall be entitled to apply to any court of competent jurisdiction for 
equitable relief, including without limitation an injunction restraining 
Frost from committing or continuing any such violation of this Agreement.  
Moreover, Frost and the Company hereby agree that the actual damages arising 
from the breach by Frost of Paragraph 3 or Paragraph 4 of the Agreement would 
be extremely difficult or impracticable to ascertain under the circumstances, 
and therefore, in such event, the Company shall have the right to recover the 
sum of $100,000 in liquidated damages.  In addition, the Company may elect to 
seek other remedies relating to breaches of Paragraph


                                          5
<PAGE>

3 or Paragraph 4 in any court of competent jurisdiction in lieu of arbitration
of such claims.

     6.   Frost represents and acknowledges that in executing this Agreement, he
does not rely and has not relied upon any representation or statement not set
forth herein made by any of the Company's employees, agents, representatives, or
attorneys with regard to the subject matter, basis or effect of this Agreement
or otherwise.

     7.   The obligations of the parties hereto are severable and divisible;
and, in the event any consideration flowing from Frost or the Company as
described herein is determined to be unlawful or unenforceable, the remainder of
this Agreement shall be enforceable.

     8.   Frost expressly represents and warrants that he is the sole owner of
the actual or alleged claims, demands, rights, causes of action, and other
matters that are released herein; that the same have not been transferred or
assigned or caused to be transferred or assigned to any other person, firm,
corporation or other legal entity; and that he has the full right and power to
grant, execute and deliver the releases, undertakings, and agreements contained
herein.

     9.   Neither the negotiation nor the execution of this Agreement shall
constitute an acknowledgment or admission of any kind by the Company that it, or
any of the Releasees, jointly or severally, has violated any federal, state or
local law or regulation, or breached any common law or other obligation or duty
to Frost.

     10.  Except as otherwise provided in Paragraph 5 of this Agreement, any
dispute arising between the Company and Frost with respect to the performance or
interpretation of this Agreement shall be submitted to arbitration in San
Francisco, California, for resolution in accordance with the rules of the
American Arbitration Association, modified to provide that the decision by the
arbitrators shall be binding on the parties, shall be furnished in writing,
separately and specifically stating the findings of fact and conclusions of law
on which the decision is based, and shall be rendered within ninety (90) days
following impanelment of the arbitrators.  The cost of arbitration will
initially be borne by the party requesting arbitration.  Following a decision by
the arbitrators, the cost of arbitration will be divided as directed by the
arbitrators.

     11.  This Agreement shall be subject to and governed by the laws of the
State of California.

     12.  The terms and conditions contained herein constitute the entire
agreement between the parties and supersede all previous communications, either
oral or written, between the parties with respect to the subject matter of this
Agreement, and no agreement or understanding varying or extending the same shall
be binding upon either party unless in writing and signed by or on behalf of
such party.


                                          6

<PAGE>

     13.  FROST STATES THAT HE HAS READ THE FOREGOING AGREEMENT, FULLY
UNDERSTANDS ITS CONTENT AND EFFECT, AND WITHOUT DURESS OR COERCION, KNOWINGLY
AND VOLUNTARILY ASSENTS TO ITS TERMS. FROST ALSO ACKNOWLEDGES THAT HE HAS BEEN
ADVISED AND GIVEN AN OPPORTUNITY TO CONSULT WITH AN ATTORNEY PRIOR TO EXECUTING
THIS AGREEMENT, AND THAT HE HAS HAD TWENTY-ONE DAYS TO CONSIDER WHETHER TO
EXECUTE THIS AGREEMENT. FROST FURTHER ACKNOWLEDGES THAT WITHIN SEVEN DAYS FROM
THE DATE OF THE EXECUTION OF THIS AGREEMENT HE MAY, AT HIS SOLE OPTION, REVOKE
THE AGREEMENT UPON WRITTEN NOTICE TO JIM BURLEY, VICE PRESIDENT, AND THAT THE
AGREEMENT WILL NOT BECOME EFFECTIVE UNTIL THE SEVEN-DAY REVOCATION PERIOD HAS
EXPIRED.

     14.  In the event of any controversy or dispute arising out of or related
to this Agreement, the prevailing party shall be entitled to recover from
non-prevailing party actual expenses, including without limitation, reasonable
attorney's fees and actual costs incurred.

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


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<PAGE>

     IN WITNESS WHEREOF, the parties hereto have executed or caused to be
executed this Agreement as of the day and year first above written.

                                        ENVIROTEST SYSTEMS CORP.

                                        By: [Illegible]
                                        Its: Vice President

                                        ENVIROTEST TECHNOLOGIES, INC.

                                        By:
                                        Its:


                                        /s/ Mark D. Frost
                                        -----------------------------
                                        Mark D. Frost



Silvia M. Frost, as wife of Mark D. Frost, hereby acknowledges that she has read
the foregoing agreement and agrees to be bound by its terms.


/s/ Silvia M. Frost
------------------------
Silvia M. Frost


Dated: 5/27/98
      --------------


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