<PAGE>

                                  AGREEMENT

     This Agreement is made by and between the State of Connecticut, 
Department of Motor Vehicles ("State"), acting by and through Jose 0. 
Salinas, the Commissioner of Motor Vehicles, who is the successor to 
Commissioner Michael W. Kozlowski, under the authority of Sections 4-8, 14-3 
and 14-164c of the Connecticut General Statutes, and Envirotest Systems Corp. 
("Envirotest"), a Delaware corporation with its principal place of business 
located at 246 Sobrante Way, Sunnyvale, California.

                                   WHEREAS,

     1.   By written contract dated April 14, 1994 ("Contract"), Envirotest 
and the State ("Parties") entered into an agreement for the provision of 
emissions testing facilities and services for motor vehicles in accordance 
with Chapter 246a of the Connecticut General Statutes, Conn. Gen. Stat. 
Section 14-164b, ET SEQ.

     2.   During the term of the Contract, certain disputes arose in 
connection with the performance of the Contract, including INTER ALIA, 
whether (a) performance under the Contract resulted in savings to Envirotest, 
such that the State might be entitled to monies from Envirotest, and (b) 
whether Envirotest was entitled to additional monies under the Contract.

     3.   The Contract contained a dispute resolution procedure in Exhibit E, 
Section 12.0. The Parties were unable to resolve their disputes through 
consultation.  Thereafter, by letter dated February 9, 1996, then 
Commissioner Kozlowski set forth the State's position with respect to the 
disputed issues. (A copy of this letter is attached as Exhibit A.)

     4.   On March 11, 1996, Envirotest submitted a Demand for Arbitration
with the American Arbitration Association.

     5.   Thereafter, by Complaint returnable June 4, 1996, and bearing 
Docket No. CV 96-560148 S, the State initiated a lawsuit against Envirotest 
and the American Arbitration Association, seeking to enjoin arbitration of 
the Parties' dispute.  In this lawsuit the State claimed that Envirotest's 
Demand for Arbitration was not timely filed, which Envirotest denies.

     6.   On or about October 22, 1997, the State and Envirotest entered into 
an Amendment to the Contract.  In addition, the State and Envirotest had 
previously entered into a Safety Contract effective October 25, 1996 ("Safety 
Contract").  Since the execution of the Safety Contract issues have arisen 
between the Parties that remain unresolved.

<PAGE>

                                  Page 2 of 7

     7.   The State and Envirotest each deny any wrongdoing with respect to 
the performance of the Contract as amended, and each deny any liability to 
the other.  Nevertheless, the Parties wish to resolve all outstanding issues, 
including any issues which might have been brought through the date of this 
settlement Agreement, and, intending to be legally bound hereby, the State 
and Envirotest covenant, warrant, promise and agree as follows:

                                   AGREEMENT

     1.   PROMISES OF ENVIROTEST

          Envirotest agrees to the following and where applicable as more 
fully set forth in the Second Amendment to the Contract, attached as Exhibit 
B, and the First Amendment to the Safety Contract, attached as Exhibit C:

          a)   Envirotest will construct, staff and operate five (5) emission 
               inspection lanes, as follows:

               i)       Three (3) new lanes at the Darien facility;
               ii)      One (1) new lane at the Taftville facility;
               iii)     One (1) new lane at the East Windsor facility.

               If zoning or other necessary approvals at the above-mentioned 
               locations cannot be obtained, or if for any other reason or 
               cause unforeseen at this time, such construction is not 
               feasible or not permitted, Envirotest may, with the approval 
               of the State, add lanes at other stations to achieve the total 
               of five (5) new lanes.  All new lanes will be operational by 
               no later than January 31,1999, except the Taftville lane, 
               which will be operational by May 31, 1999, unless the State 
               agrees to an extension of time with respect to any lanes.  The 
               provisions of this subparagraph (a) are subject to the 
               provisions of Section 3.0 of Exhibit E of the Contract.

          b)   Envirotest will add six (6) four-wheel dynamometers of which 
               two (2) will be added at the Darien facility, and one (1) each 
               will be added at the Taftville, East Windsor, Danbury and 
               Bridgeport facilities.  Envirotest will add an additional six 
               (6) four-wheel drive dynamometers into those lanes identified 
               and mutually agreed to by the Parties.  Four-wheel drive 
               dynamometer procurement and installation will begin within 
               thirty (30) days after the effective date of this Agreement 
               and will be completed in all lanes by May 31, 1999, unless the 
               State agrees to an extension of time.  Envirotest agrees to

<PAGE>

                                  Page 3 of 7

               provide a monthly report on its installation progress.  The 
               provisions of this subparagraph (b) are subject to the 
               provisions of Section 3.0 of Exhibit E of the Contract.

          c)   Envirotest will increase its safety inspection lane network 
               from sixteen (16) to twenty-three (23) throughout the system. 
               The location of these lanes shall be as agreed to mutually 
               by the Parties.  Existing lanes will be equipped and 
               operational for safety by no later than October 1, 1998, 
               subject to extension of time for events beyond the control of 
               Envirotest.   All safety inspection lanes shall be used for 
               both emissions and safety testing at Envirotest's discretion; 
               however, Envirotest will use its best efforts to assure that 
               customers seeking a safety inspection will be accorded 
               priority in those lanes designated for safety over those 
               customers seeking only an emissions inspection.  Envirotest 
               will continue to comply with the provisions of Section 6.1 of 
               Exhibit C of the Contract regarding station operations.

          d)   Envirotest will staff the additional seven (7) safety 
               inspection lanes under the Safety Contract so long as the 
               Safety Contract continues in existence.

          e)   Subject to the next sentence, there will be no volume 
               guarantee or fee adjustment based on volume for the remainder 
               of the term of the Safety Contract.  All initial tests (except 
               tests on certain classes of vehicles to be agreed upon by the 
               State and Envirotest and which are in a de minimis number) for 
               safety performed in the State will be performed by Envirotest. 
               The State and Envirotest will agree on a schedule for the 
               phasing out of the State performing the initial safety tests.  
               The State may at its sole option continue to perform retests 
               on failing vehicles, up to and including all such retests.  
               The rate to be paid for each completed safety test shall be 
               the rate stated in paragraph 14 of the Safety Contract under 
               the column for 165,000 tests per year.

          f)   Within 120 days of the effective date of this Agreement, 
               Envirotest agrees to provide all customers failing the brake 
               test component of the safety inspection procedure with the 
               percentage results of each wheel printed on the vehicle safety 
               inspection report.

<PAGE>

                                  Page 4 of 7

          g)   Envirotest will keep the public entering the stations for 
               safety inspections informed as to the general requirements of 
               safety inspections, inclusive of wait times and other 
               information as agreed to by both Parties.  The system to 
               provide such information shall be operational no later than 90 
               days after the effective date of this agreement.

          h)   Envirotest agrees that the depreciated value of the additional 
               lanes to be constructed pursuant to this Agreement, for any 
               purpose under the Contract, shall be calculated on the basis 
               of a completion date of July 1, 1995.

          i)   Envirotest agrees that the release granted to the State, as 
               hereinafter provided in paragraph 4, applies to any and all 
               claims of Envirotest arising out of (1) the failure of the 
               State to provide a site in Bridgeport for a station, and (2) 
               the acquisition by Envirotest of the site for the Bridgeport 
               station.

          j)   Envirotest will withdraw its Demand for Arbitration.

     2.   PROMISES BY STATE

          The State agrees to the following and where applicable as more fully
          set forth in the Second Amendment to the Contract and the First
          Amendment to the Safety Contract:

          a)   If the State exercises its right to terminate the Safety 
               Contract for non-appropriation of funds, in accordance with 
               the provisions of paragraph 16 of the Safety Contract, the 
               effective date of termination will not be sooner than June 30, 
               1999.

          b)   The State agrees that Envirotest will not be required, under 
               the Contract, as amended, to either obtain a site for or build 
               a new facility in Fairfield County.

          c)   The State agrees to withdraw, with prejudice, the lawsuit 
               identified above and bearing Docket No. CV-96-5601148 S and 
               withdraw the letter of February 9, 1996 set forth in Paragraph 
               3 of the recitals.

          d)   The State shall review its safety inspection standards and 
               procedures for passenger motor vehicles, in order to ascertain 
               whether a more expedited procedure can be

<PAGE>

                                  Page 5 of 7

               implemented, consistent with applicable laws and regulations. 
               If such changes are approved, Envirotest shall be permitted to 
               amend its inspection procedures accordingly.

          e)   In the event that the State intends to assess against 
               Envirotest any penalties, including but not limited to, wait 
               time penalties as set forth in Section 18.0 of Exhibit E of 
               the Contract or penalties for improper inspections as set 
               forth in Section 20.0 of Exhibit E of the Contract, the State 
               shall give Envirotest 14 days notice of such intent.  During 
               such 14 day period, if Envirotest gives notice to the State, 
               Envirotest and the State shall meet to discuss and try to 
               determine the basis and validity of the penalties.  The State 
               shall not withhold any fees or payments due Envirotest until 
               the end of such 14 day period.

     3.   RELEASE BY STATE

          In exchange for the above-stated consideration, and except as set 
          forth in the second paragraph of this Paragraph 3, the State agrees 
          to forever release and discharge Envirotest, its successors, 
          assigns and subsidiaries, affiliates, present and former directors, 
          officers, agents, general agents, employees and/or any other 
          persons acting on its behalf, in their individual or official 
          capacity, from any and all claims, actions and actions, causes and 
          causes of action, suits, sums of money, contracts, controversies, 
          agreements, promises, damages, judgements and demands whatsoever in 
          law or in equity which the State had, has now or which the State 
          can, shall, or may have for, upon, or by reason of, the Contract 
          including any amendments, or the Safety Contract, as well as any 
          claims for quantum meruit, unjust enrichment, tort, 
          misrepresentation, arising under any constitution, statute, or 
          regulation, through the date of execution of this agreement 
          pertaining to the Contract or Safety Contract.

          The release herein granted by the State does not apply to certain 
          penalties assessed against Envirotest pursuant to the terms of the 
          Contract, including but not limited to those contained in the 
          letters from Joseph Lembo to Robert Jackson dated March 6, 1998, 
          March 5, 1998, February 11, 1998, February 10, 1998 (three letters 
          of this date), December 10, 1997 and September 15, 1997, and 
          letters from Joseph Lembo to Paul Cherepinsky dated March 12, 1998, 
          April 15, 1998 and April 30, 1998.  Envirotest shall have the right 
          to contest such penalties as set forth in these letters, in

<PAGE>

                                  Page 6 of 7

          accordance with the procedures for the resolution of disputes set 
          forth n the Contract.

     4.   RELEASE BY ENVIROTEST

          Envirotest agrees that by this Agreement it does for itself, its 
          affiliates, subsidiaries, successors, assign, agents, employees, 
          and all those acting on its behalf, whether in their individual 
          capacity, does release and forever discharge the State from any and 
          all action and actions, cause and causes of action, suits sums of 
          money, contracts, controversies, agreements, promises, damages, 
          judgements, claims and demands whatsoever in law and equity which 
          Envirotest had, has now or in which Envirotest can, shall, or may 
          have for, upon or by reason of the Contract or the Safety Contract, 
          including claims sounding in contract, tort, quantum meruit or 
          unjust enrichment, quasi-contract, or arising under any statute or 
          regulation, through the date of execution of this Agreement, except 
          any claims as may be related to the penalties exempt from the 
          State's release of Envirotest as set forth in the second paragraph 
          of Paragraph 3.

     5.   GOVERNING LAW

          This Agreement shall be governed by the laws of the State of 
          Connecticut.  Any action to enforce the provisions of this 
          agreement, or seeking relief for breach of its terms, shall be 
          brought in the Superior Court within the State of Connecticut.

     6.   FURTHER ASSURANCES

          The State and Envirotest both agree that, without the receipt of 
          further consideration, they will sign and deliver any documents and 
          do anything else that is reasonable and necessary in the future to 
          make the provisions of this Agreement effective.

     7.   OTHER AGREEMENTS AND CONFLICTS

          This agreement is effective upon signing by the Parties.  If there 
          is a conflict between this agreement and the Second Amendment to 
          the Contract, the Second Amendment to the Contract shall prevail, 
          and if there is a conflict between this agreement and the First 
          Amendment to the Safety Contract, the First Amendment to the Safety 
          Contract shall prevail.

<PAGE>

                                     7 of 7


IN WITNESS WHEREOF, I voluntarily and without coercion set my hand and seal 
this 8th day of May, 1998, as my free act and deed.

                                       ENVIROTEST SYSTEMS CORP.


                                       By /s/ [ILLEGIBLE]
                                          ------------------------------------
                                              Duly Authorized

Subscribed and sworn to before me this 8th day of May, 1998.


                                       /s/ [ILLEGIBLE]
                                       ---------------------------------------
                                           Commissioner of the Superior Court


IN WITNESS WHEREOF, I voluntarily and without coercion set my hand and seal 
this 8th day of May, 1998, as my free act and deed.

                                       STATE OF CONNECTICUT
                                       DEPARTMENT OF MOTOR VEHICLES


                                       By /s/ Jose O. Salinas
                                          ------------------------------------
                                              Jose 0. Salinas, Commissioner
                                              Duly Authorized

Subscribed and sworn to before me this 8th day of May, 1998.


                                       /s/ John Yaravone
                                       ---------------------------------------
                                           Commissioner of the Superior Court


<PAGE>

                               STATE OF CONNECTICUT
     [LOGO]                DEPARTMENT OF MOTOR VEHICLES                 [LOGO]
               60 STATE STREET   WETHERSFIELD, CONNECTICUT 06161-0001

Michael W. Koziowsk,
Commissioner                     CERTIFIED MAIL

February 9, 1996

Envirotest Systems Corporation
2002 N. Forbes Blvd.
Tucson, Arizona 85745
Attention:  President and CEO

Dear Sir:

In accordance with the provisions of the Contract, Exhibit E, Section 12.0, 
this is to inform you of my decision, as State Representative, in the matter 
of the financial issues associated with the continuing performance by 
Envirotest of an idle vehicle emissions inspection procedure, as distinct 
from the I/M 240 procedure specified by the Contract, savings to Envirotest 
arising out of noncompletion of facilities and lanes, and non performance of 
other contract commitments.

As stated in my letter dated December 28, 1995, the position of the 
Department of Motor Vehicles (hereinafter the "DMV") is that the performance 
of the current test has resulted in substantial savings to Envirotest, 
inasmuch as the provisions of the Contract establishing the price per test, 
as well as other provisions defining Envirotest's scope of responsibility for 
the enhanced program were negotiated with the expectation that I/M 240 would 
be administered in a 26-station, 92-lane network.

The savings to Envirotest claimed by the DMV have been set forth in detail in 
a report entitled "Estimated 1995 Cost Savings by Envirotest Systems Corp. 
January 1996," prepared by DMV staff and DMV's independent financial 
consultant.  The report was furnished to representatives of your firm at a 
meeting on January 5, 1996.  Thereafter, you and your representatives met 
with my staff and advisors on January 11th and 12th, and again on January 
22nd, 23rd and 24th in Hartford for the purpose of resolving this dispute.  
In addition to these meetings, there have been numerous telephone 
communications between our representatives.

Since the parties have been unable to dispose of this dispute by means of 
consultations within thirty days of my request for consultation, dated 
December 28, 1995, as required by Exhibit E, Section 12.0, this letter shall 
constitute my decision with respect to this dispute.  In this regard, I have 
had available to me for my review the Contract, the contents of the 
above-cited report, all documentary materials submitted by Envirotest, and 
all correspondence between the DMV and Envirotest.  My decision is that 
Envirotest has accrued certain savings reason of its nonperformance of 
enhanced testing, as well as related contract requirements, as follows:

<PAGE>

Envirotest Systems Corporation
February 9, 1996
Page 2

<TABLE>

     <S>                                                       <C>
     1.  Savings due to Non-Completion of Facilities/Lanes     $1,937,000

     2.  Cost Savings Due to Performance of Lesser Test        $  238,000

     3.  Cost Savings Due to Non-Performance of other
         Contract Commitments                                  $  255.000
                                                               ----------
                                                               $2,430,000
</TABLE>

The above total does not include additional operating savings such as 
maintenance and spare usage arising out of the idle test as distinct from 
performance of a loaded mode test, and labor cost savings.  The above totals 
are for calendar year 1995, and will continue to accrue during 1996, and 
thereafter, until such time as the entire station/lane configuration 
specified by the Contract is operational and IM/240 testing (or other 
enhanced test procedure as may be agreed and established) is administered by 
Envirotest to all eligible 1981 and newer model year vehicles.  The amounts 
stated do not address or include potential claims of the DMV for certain 
operational problems and deficiencies that have been made known to 
Envirotest, some of which may result in the imposition of penalties 
authorized pursuant to Exhibit E, section 20.0.

The report also identified certain departures from the Contract 
specifications.  In more detail, the actions still required and directed 
dates for completion are as follows:

     1.  WAIT TIME SYSTEM - ALL STATIONS.  A fully functional wait time system
     meeting all Contract specifications must be installed within thirty (30)
     days.   Reference is made to Exhibit E, section 18.0 concerning the
     functional requirements and measurement capabilities of the system.

     2.  CUSTOMER WAIT AREA SAFETY - ALL STATIONS.  The potential hazard to
     customers from gasses used or present during operations must be eliminated.
     A plan must be submitted to DMV within two (2) weeks detailing the
     corrective measures that will be taken.

It is my decision that unless these deficiencies are finally remedied within 
the time frames indicated the DMV may proceed to avail itself of any and all 
remedies provided in the Contract.

Sincerely,

/s/ Michael W. Kozlowski

Michael W . Kozlowski
Commissioner

<PAGE>

Envirotest Systems Corporation
February 9, 1996
Page 3


cc: Mr. Joseph McKeon  via Certified Mail
    CT Vehicle Inspection Program
    Envirotest Corporation
    60A Weston Street
    Hartford, CT 06120


    Mr. Jeffrey Barth  via Certified Mail
    CT Vehicle Inspection Program
    Envirotest Corporation
    60A Weston Street
    Hartford, CT 06120

    Mr. Dane Kosten, Esq.
    Levy & Droney, P.C.
    74 Bafterson Park Road
    P.O. Box 887
    Farmington, CT 06034-0887

<PAGE>

                        ADDITIONAL TERMS AND CONDITIONS
                                     OF
              SECOND AMENDMENT TO CONTRACT BETWEEN THE STATE OF
              CONNECTICUT AND ENVIROTEST SYSTEMS CORP.  FOR THE
           ESTABLISHMENT AND OPERATION OF MOTOR VEHICLE INSPECTION
         PROGRAM FACILITIES FOR THE STATE CONNECTICUT, DATED APRIL 14,
          1994, AS AMENDED BY AMENDMENT EFFECTIVE OCTOBER 22,1997

1.   All words and phrases in this amendment which are capitalized shall have 
the meanings stated in Exhibit B of the Contract.  As used herein, "Contract" 
means the Contract, as amended by the amendment effective October 22, 1997 
and as amended by this amendment.  As used herein, "First Amendment" means 
the amendment to the Contract effective October 22, 1997.

2.   Contractor will provide and pay for an additional six (6) four-wheel 
drive dynamometers as follows: two (2) in the Darien facility and one (1) 
each in the Taftville/Norwich facility, the Danbury facility, East Windsor 
facility and the Bridgeport facility.  The Contractor will add an additional 
six (6) four-wheel drive dynamometers into those lanes identified and 
mutually agreed to by the State and Contractor.  Four-wheel drive dynamometer 
procurement and installation will begin within thirty (30) days after the 
effective date of this agreement and will be

                                     - 1 -

                                                               ____DMV
                                                               ____ENV

<PAGE>

completed in all lanes May 31, 1999 subject unless the State agrees to an 
extension to time.  The Contractor agrees to provide to the State a monthly 
report on its installation progress.  The provisions of this subparagraph (b) 
are subject to the provisions of Section 3.0 of Exhibit E of the Contract.

3.   Exhibit C, page 4, of the Contract regarding the description of the 
network sites and facilities was replaced in its entirety by a table set out 
as Exhibit B to the First Amendment.  This replacement table is deleted in 
its entirety and in place of such table is substituted the table set out in 
the Exhibit A attached to this amendment.

4.   Section 9.0 of Exhibit C of the Contract, which is set forth in the 
First Amendment is hereby deleted in its entirety and replaced with the 
following:

     "9.0 NETWORK AND FACILITIES

     Contractor shall provide equipment and properly staff and operate a 
network of twenty-five (25) stations.  The Contractor shall not be required 
to construct or operate a facility in Fairfield County other than the 
facilities set forth in Exhibit A to this amendment.

     However, the Contractor agrees to build, equip and pay for five (5) 
additional lanes all of which are reflected in Exhibit A to this amendment so 
that the total number of lanes after the lanes have been built will be 92.  
If for any reason or

                                     - 2 -

                                                               ____DMV
                                                               ____ENV

<PAGE>

cause unforeseen the building of any of such lanes is not feasible or not 
permitted, the Contractor may with the approval of the State add lanes at 
other stations to achieve the total of five (5) new lanes.

     By no later than January 31, 1999, (but subject to the provisions of 
Section 3.0 of Exhibit E of the Contract) unless the State agrees in writing 
to extend such time, if any of such additional lanes are not operational or 
in substantial progress (other than the Taftville lane which shall be 
operational or in substantial progress by May 31, 1999), the State has the 
right to seek equitable adjustment in the test fee set forth in paragraph 12 
of the First Amendment, which test fee has been agreed to, in part, on the 
basis of Contractor's operation of a 92 lane network, so long as in the 
determination of such equitable adjustment, all network and operation issues 
relating to incremental expenditures undertaken by Contractor in performance 
of the Contract are taken into account if such expenditures arise out of the 
absence of the Lanes.

5.   Section 13.0 of Exhibit C of the Contract, which is set forth in the 
First Amendment, is hereby deleted in its entirety and replaced with the 
following:

     "13.0 SERVICE TO THE PUBLIC

     For the purposes of Exhibit C, section 11.0, of the Contract, (as 
contained in paragraph 21 of the First Amendment) the station and all Lanes 
at:

                                     - 3 -

                                                               ____DMV
                                                               ____ENV

<PAGE>

     (a)  Taftville/Norwich shall be excluded from all wait time calculations 
and standards for so long as safety inspections are performed by the 
Contractor at that station, but only until the additional lane in 
Taftville/Norwich as set forth in Paragraph 2 of this Amendment has been 
completed and has been operational for fifteen (15) days; and

     (b)  Darien and Norwalk shall be excluded from all wait time 
calculations and standards until such time as the three (3) additional lanes 
at the Darien facility as set forth in Paragraph 2 of this Amendment have 
been operational for fifteen (15) days.

If, despite good faith efforts by Contractor, twelve (12) months after the 
effective date of this amendment either the Taftville/Norwich facility or the 
Darien facility has not been or is not in the process of being permitted or 
zoned for a three (3) lane facility for Taftville/Norwich or a eight (8) lane 
facility in Darien, the parties agree to then negotiate in good faith a 
mutually acceptable amended wait time calculation and standard to be 
applicable to the Norwalk and/or Darien stations not then completed.  If no 
such agreement is reached between the parties, then at the written request of 
either party, the matter shall be resolved in accordance with the provisions 
of Section 12.0 of Exhibit E of the Contract.

     These exclusions shall not relieve the Contractor of responsibility to 
continue to use reasonable efforts to avoid habitual and excessive delays at 
the above-mentioned facilities; to maintain an operational wait time system 
at the facilities, in

                                     - 4 -

                                                               ____DMV
                                                               ____ENV

<PAGE>

accordance with Exhibit C, section 11.0 of the Contract (as contained in 
paragraph 21 of the First Amendment) to comply with section 3.K.6 of the 
Technical Specifications; and to keep the public entering the facilities 
informed as to estimated wait times, as provided by the Contract.  With 
respect to all other facilities and Lanes, the provisions of Exhibit E, 
sections 18.0 and 19.0, of the Contract shall remain in full force and 
effect."

6.   In the event that payment is due the Contractor for termination of the 
Contract for any reason whatsoever, the payment to the Contractor for the 
buildings constructed and the equipment purchased to carry out the terms of 
this amendment shall be calculated on the basis that the completion date for 
such was July 1, 1995.

7.   The Contract is hereby supplemented by the addition of the following 
Section Exhibit E of the Contract

     "30.0 PENALTY ASSESSMENT

     In the event that the State intends to assess against the Contractor any 
penalties, including but not limited to, wait time penalties as set forth in 
Section 18.0 of Exhibit E of the Contract or penalties for improper 
inspections as set forth in Section 20.0 of Exhibit E of the Contract, the 
State shall give the Contractor 14 days' notice of such intent.  During such 
14 day period, if the Contractor gives notice to the State, the Contractor and 
the State shall meet to discuss and try to determine the

                                     - 5 -

                                                               ____DMV
                                                               ____ENV

<PAGE>

validity of the penalties.  The State shall not have the right to withhold 
any fees or payments due the Contractor until the end of such 14 day period.

8.   All Provisions of the Contract not specifically amended or superseded by 
the provisions of this amendment shall remain in full force and effect.

9.   This amendment shall not become effective unless and until

     (a)  it is approved as to form by the Office of the Attorney General of 
the State of Connecticut; and

     (b)  an amendment to the safety contract between the parties is executed 
and takes effect concurrent with this amendment.

                                     - 6 -
                                                               ____DMV
                                                               ____ENV

<PAGE>

                                  EXHIBIT A
                       Assignment of Emissions Sites
<TABLE>
<CAPTION>

 Site No.          Address               Number of Lanes
--------------------------------------------------------------------------
<S>         <C>                          <C>
   1        Norwalk Station*                 2
            6 Willard Road
            Norwalk, CT 06851

   2        Danbury Station                  5
            14 Plumtrees Road
            Danbury, CT 06810

   3        Waterbury Station                4
            2038 Thomaston Avenue
            Waterbury, CT 06720

   4        Winsted Station                  2
            154 Torrington/Winsted Rd.
            Winchester, CT 06098

   5        Stratford Station                5
            885 Woodend Road
            Stratford, CT 06497

   6        North Haven Station              7
            25 Stillman Road
            North Haven, CT 06851

   7        Willington Station               2
            81 River Road
            Willington, CT 06279

   8        Farmington Station               4
            1536 New Britain Avenue
            Farmington, CT 06032

   9        Middletown Station               2
            1885 S. Main St. (Rt. 17)
            Middletown, CT 06457

  10        Old Saybrook Station             2
            5 Custom Park Drive
            Old Saybrook, CT 06475

  11        Brooklyn Emissions Station       2
            15 South Main Street
            Brooklyn, CT 06234

  12        East Hartford Station            4
            160 Tolland Turnpike
            East Hartford, CT 06108*

  13        Groton Station                   2
            479 Gold Star Hwy. (Rt. 184)
            Groton, CT 06340
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

 Site No.          Address               Number of Lanes
--------------------------------------------------------------------------
<S>         <C>                          <C>
  14        East Windsor Station              3, plus 1 to be constructed*
            North Road (Rt. 140) Road
            East Windsor, CT 06088

  15        Taftville/Norwich Station         2, plus 1 to be constructed*
            520 Norwich Avenue
            Taftville, CT 06380

  16        Bloomfield Station                3
            110 Granby Street
            Bloomfield, CT 06002

  17        Newington Station                 4
            261 Pascone Place
            Newington, CT 06111

  18        Darien Station                    5, plus 3 to be constructed*
            I-95 Southbound
            Darien, CT 06820

  19        Beacon Falls Station              2
            37 Lancaster Drive
            Beacon Falls, CT 06403

  20        Bridgeport Station                7
            44 River Street
            Bridgeport, CT 06604

  21        Thomaston Station                 3
            401 McMahon Drive
            Thomaston, CT 06787

  22        Manchester Station                5
            161 Sheldon Road
            Manchester, CT 06045

  23        Southington Station               5
            64 Robert Porter Road
            Southington, CT 06489

  24        East Lyme Station                 3
            15 Capitol Drive
            East Lyme, CT 06333

  25        North Windham Station             2
            4 Commerce Drive
            North Windham, CT 06256
</TABLE>

*See section 9.0 of Exhibit C of the Contract as amended.

<PAGE>

                       ADDITIONAL TERMS AND CONDITIONS
                                    OF
        FIRST AMENDMENT TO PERSONAL SERVICE AGREEMENT BETWEEN THE
       STATE OF CONNECTICUT AND ENVIROTEST SYSTEMS CORP.  FOR THE
       MOTOR VEHICLE SAFETY INSPECTIONS EFFECTIVE OCTOBER 25,1996

1.   All words and phrases in this amendment which are capitalized shall have 
the meanings stated in the Agreement unless defined herein.  As used herein, 
"Agreement" means the Personal Service Agreement effective October 25, 1996, 
amended by this amendment.

2.   Paragraph 3 of the Agreement is deleted in its entirety and replaced with
following:

"3   VOLUME OF INSPECTIONS

Subject to the next sentence, there will be no volume guarantee or fee 
adjustment based on volume for the remainder of the term of the Safety 
Contract. All initial tests (except tests on certain classes of vehicles to 
be agreed upon by the State and the Contractor and which are in a deminimis 
number) for safety performed in the State will be performed by the 
Contractor.  The State and the

                                       1 
                                                               ____DMV
                                                               ____ENV

<PAGE>

Contractor will agree on a schedule for the phasing out of the State performing 
the initial safety tests.  The State may at its sole option continue to perform
retests on any vehicles failing a safety inspection.

3.   Paragraph 14 of the Agreement is deleted in its entirety and replaced with
following:

"14  PAYMENT TO CONTRACTOR

In consideration of the services performed by the Contractor under this 
Agreement, DMV agrees to pay the Contractor at the following rates per each 
completed inspection for which the fee is collected:

1998     $13.42
1999      13.89
2000      14.38
2001      14.88
2002      15.40

The Contractor may submit invoices stating the number of inspections 
performed during a specified period of time and the total amount due.  Such 
invoices may be submitted not more frequently than once per month, in 
arrears, to the attention of DMV Fiscal Services Office.  DMV shall cause 
such invoices to be paid promptly in accordance with existing State of 
Connecticut payment procedures but in no

                                       2 
                                                               ____DMV
                                                               ____ENV

<PAGE>

event more than (30) thirty days after submission, subject to the provisions 
of the following paragraph No. 15, regarding the responsibility of the 
Contractor to substantiate any discrepant inspections and/or amounts."

4.   Paragraph 4 of the Agreement is deleted in its entirety and replaced with
following:

"4   FACILITIES

Contractor commits to perform inspections at specially designated and 
equipped safety lanes at designated emissions inspection stations, in 
accordance with the following list:

<TABLE>
<CAPTION>

          STATION                 NO. OF LANES
          -------                 ------------
          <S>                    <C>
          North Haven*            3
          Manchester              2
          Southington             2
          Bridgeport*             3
          Norwalk                 0
          Thomaston               1
          North Windham           1
          Taftville/Norwich*      2
          East Lyme               1
          Waterbury*              2
          Danbury*                2
          Darien*                 3
          See ** below            1
                                 --
          Total                  23
</TABLE>

* One emission lane to be converted to emission/safety for a total of six (6) 
additional emissions lanes that will now be doing safety also.
** One additional lane will be converted to safety at a location to be agreed 
to by the parties.

                                       3 
                                                               ____DMV
                                                               ____ENV

<PAGE>

At any time during the term either party may require changes in the above 
network, including net increases or reductions with respect to the size of 
the network.  Any such changes shall be made by Change Order in accordance 
with the provisions of Paragraph No. 29 and shall contain such terms, 
conditions and schedules as may be agreed.  It is understood that any such 
Change Order shall include provisions for financial adjustments and payments 
as may be warranted by change in the size of the network and costs or cost 
savings resulting therefrom.

All safety inspection lanes shall be used for both emissions and safety 
testing at Envirotest's discretion; however, Envirotest will use its best 
efforts to assure that customers seeking a safety inspection will be accorded 
priority in those lanes designated for safety over those customers seeking 
only an emissions inspection. The Contractor will take reasonable steps, 
including adequate signage and positioning of traffic control devices or 
barriers, to ensure that vehicles requiring safety inspections are directed 
to the correct lane or lanes.

Existing lanes to be equipped for safety inspections shall be operational 
no later than October 1, 1998, subject to extension of time for events beyond 
the control of the Contractor."

                                       4 

                                                               ____DMV
                                                               ____ENV

<PAGE>

5.   The following paragraph shall be added at the end of Paragraph 6 of the 
Agreement:

"The State shall review its safety inspection standards and procedures for 
passenger motor vehicles, in order to ascertain whether a more expedited 
procedure can be implemented, consistent with applicable laws and 
regulations.  If such changes are approved, the Contractor shall be permitted 
to amend its inspection procedures accordingly."

6.   The following paragraph shall be added at the end of Paragraph 8 of the 
Contract:

"So long as the Contract remains in effect, the Contractor at its own expense 
will staff the seven (7) additional safety lanes added by Paragraph 2 of this 
Agreement."

7.   Paragraph 10 of the Agreement is modified by the following being added 
as a separate paragraph at the end:

"Within 120 days of the effective date of this amendment, the Contractor 
agrees to provide all customers failing the brake test component of the 
safety inspection procedure with the percentage results of each wheel printed 
on the vehicle safety inspection report."

8.   Paragraph 16 of the Agreement is modified by adding the following 
paragraph between the first and the second paragraph:

                                       5 

                                                               ____DMV
                                                               ____ENV

<PAGE>

"If the State exercises its right to terminate this Contract for 
non-appropriation of funds, as set forth in this Paragraph 16, the effective 
date of termination will be not sooner than June 30, 1999."

9.   Paragraph 34 is added to the Agreement as follows:

"34.  WAIT TIME INFORMATION

The Contractor will keep the public entering the stations for safety 
inspections informed as to the general requirements of safety inspections, 
inclusive of wait times and other information as agreed to by both parties.  
The system providing such information shall be operational no later than 90 
days after the effective date of this amendment."

10.  All provisions of the Amendment not specifically amended or superseded 
by the provisions of this amendment shall remain in full force and effect.

11.  This amendment shall not become effective unless and until

     (a) it is approved as to form by the Office of the Attorney General of 
the State of Connecticut; and

     (b) an amendment to the emissions contract between the parties is 
executed and takes effect concurrent with this amendment.

                                       6 

                                                               ____DMV
                                                               ____ENV