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                             CONSULTING AGREEMENT


     AGREEMENT dated as of the 4th day of June, 1998, by and between 
ENVIROTEST SYSTEMS CORP., a Delaware corporation ("Envirotest"), and Raj Modi 
(the "Consultant").

     WHEREAS, Envirotest and the Consultant have entered into that certain 
Employment Agreement, dated as of January 1, 1996, as amended (the 
"Employment Agreement"); and

     WHEREAS, Section 8(b)(i), (ii), (iii) and (iv) and Section 21 of the 
Employment Agreement contemplate that, in the circumstances specified 
therein, Envirotest and the Consultant will enter into an agreement for the 
provision of consulting services; and

     WHEREAS, Envirotest and the Consultant desire to enter into an agreement 
specifying the terms and conditions for the consulting services to be 
provided by the Consultant to Envirotest pursuant to Section 8(b)(i), (ii), 
(iii) or (iv) or Section 21 of the Employment Agreement, as applicable.

     NOW, THEREFORE, in consideration of the premises and of the mutual 
promises of each party to the other contained herein, it is hereby mutually 
agreed as follows:

     1.   EFFECTIVENESS; PROVISION OF SERVICES.  (a) This Agreement shall 
become effective on the Effective Date (as defined below). During the 
Consulting Period or Additional Consulting Period, as applicable, the 
consultant shall provide such financial consulting services as are reasonably 
requested in writing by the chief executive officer of Envirotest and as are 
consistent with the Consultant's duties as in effect on the date hereof and 
as reflected in the Employment Agreement, PROVIDED that the Consultant is 
available to provide such services, the Consultant's availability to be 
determined solely by the Consultant. All capitalized terms used in this 
Agreement but not otherwise defined herein shall have the meanings specified 
in the Employment Agreement.

     (b)  In the event that Envirotest terminates the employment of the 
Consultant during the Term, as contemplated by Section 8(b)(i) of the 
Employment Agreement, the "Effective Date," and the first day of the 
Consulting Period, shall be the first business day after such termination is 
effective.

     (c)  In the event that the Consultant has given Envirotest written 
notice terminating his employment with Envirotest as contemplated by Section 
8(b)(ii), (iii) or (iv) of the Employment Agreement, as applicable, the 
"Effective Date," and the first day of the Consulting Period, shall be the 
first business day after such termination is effective.

     (d)  In the event that Envirotest elects to retain the Consultant's 
services pursuant to Section 21 of the Employment Agreement, the "Effective 
Date," and the first day of the Additional Consulting Period, shall be the 
date agreed upon in writing between the Consultant and


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Envirotest. It is understood and agreed that Section 21 of the Employment 
Agreement shall not be applicable where Section 8(b) of the Employment 
Agreement otherwise applies.

     2.   COMPENSATION AND BENEFITS.  In consideration for the consulting 
services to be rendered by the Consultant pursuant to this Agreement, 
Envirotest shall compensate the Consultant as follows:

        (a)  In the event that this Agreement becomes effective pursuant to 
   Section 8(b)(i), (ii), (iii) or (iv) of the Employment Agreement, the 
   Consultant's compensation and benefits shall be as specified in Section 8(b)
   of the Employment Agreement.

        (b)  In the event that this Agreement becomes effective pursuant to 
   Section 21 of the Employment Agreement, the Consultant's compensation and 
   benefits shall be as specified in that Section.

     3.   ASSIGNMENT.  Neither this Agreement nor any interest thereunder shall 
be assignable by either party unless such assignment is mutually agreed to in 
writing by the parties hereto; PROVIDED, HOWEVER, that Envirotest may assign 
this Agreement to any corporation with which Envirotest may merge or 
consolidate, or to which Envirotest may assign substantially all of its 
assets, without obtaining the agreement of the Consultant.

     4.   NOTICES.  All notices, requests, demands and other communications 
hereunder shall be in writing and shall be delivered personally or sent by 
registered or certified mail, return receipt requested, to the other party 
hereto at the following address:

          If to the Consultant:

          Rajendra Modi
          20345 Saratoga Rd. - Los Gatos
          Saratoga, CA 95070

          If to Envirotest:

          Envirotest Systems Corp.
          246 Sobrante Way
          Sunnyvale, California 94086
          Attention: Chief Executive Officer

     5.   ADDITIONAL PROVISIONS.  (a) This Agreement shall be governed by the 
laws of the State of California applicable to agreements made and to be 
performed therein. The titles or headings in this Agreement are for 
convenience only, and shall not affect the interpretation or construction of 
any provision hereof.

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          (b)       The relationship of the Consultant to Envirotest is that 
of an independent contractor, and nothing herein shall be construed as 
creating any other relationship.  The Consultant may adopt such arrangements 
as the Consultant may desire in his sole discretion with regard to the 
details of the consulting services to be performed hereunder, the hours 
during which said services are to be provided and the place or places where 
said services are to be furnished.  The Consultant shall be obligated to pay 
any and all applicable state and federal taxes.

          (c)       All materials and equipment furnished by Envirotest, and 
all materials and equipment the cost of which shall be reimbursed to the 
Consultant by Envirotest hereunder, are to be and remain the sole property of 
Envirotest, and are to be returned to Envirotest within ninety days after the 
expiration of this Agreement.

          (d)       The Consultant agrees to promptly disclose to Envirotest 
all inventions, discoveries and improvements made or perfected in the 
performance of the services furnished to Envirotest by the Consultant, or by 
others associated with or used by the Consultant in the conduct of the 
services furnished hereunder.  All such inventions, discoveries or 
improvements and patents therefor shall become the exclusive property of 
Envirotest.  The Consultant hereby undertakes and agrees to execute such 
assignments and other papers which, in the opinion or Envirotest, are 
necessary at any time to permit the filing and prosecution of any 
applications for patents covering the inventions, discoveries or improvement 
or are otherwise required for compliance with the requirements of this 
Section 5(e).  In the event that others are, or may hereafter become, 
associated with the Consultant or be used by the Consultant in connection 
with the services provided hereunder, the Consultant agrees to procure from 
such persons similar agreements and to cooperate with Envirotest in procuring 
execution by such persons of such assignments and other papers as may be 
required.

          (e)       No modification of this Agreement shall be valid unless 
in writing and signed by the duly authorized representatives of the parties 
hereto.

          6.        ENTIRE AGREEMENT.  This Agreement (together with Sections 
9, 20 and 22 of the Employment Agreement and the other provisions of the 
Employment Agreement specifically referred to herein) represents the entire 
agreement between the parties with respect to the subject matter hereof and 
supersedes any and all understandings, prior agreements and representations.



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


                                            ENVIROTEST SYSTEMS CORP.


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


                                            CONSULTANT


                                            /s/ RAJENDRA MODI
                                            -------------------------------
                                            Rajendra Modi


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