<PAGE>

                                                                 EXHIBIT 10.119

                 SEPARATION, RELEASE AND WAIVER AGREEMENT

     This Separation, Release and Waiver Agreement ("Agreement") made as of 
the 30th day of September, 1997 (the "Effective Date"), by and between C. 
Michael Alston, having an address at 9706 Mill Race Estates Drive, Vienna, VA 
22182 ("Alston"), 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").

     WHEREAS, Alston desires to provide for his separation from the Company 
over a period not to exceed one year.

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

     1.   In consideration of the execution of this Agreement, and the release 
and waiver contained in Paragraph 3 herein, the Company agrees that:

          a.   Prior to July 31, 1998 or sooner by further agreement of the 
               parties (the "Separation Date"), Company will pay to Alston 
               salary at the annual rate of two hundred twenty thousand five 
               hundred dollars ($220,500.00) payable biweekly in accordance 
               with the Company's customary payroll for so long as Alston 
               shall remain in the employ of the Company, provided that 
               Alston shall have fully complied with the provisions of 
               Section 2. b. hereof. The Company will deduct taxes and make 
               other deductions required for wages by state and federal law.

          b.   On the Separation Date, the Company will pay Alston for earned 
               and unused accrued vacation time in accordance with current 
               Company policy; provided that no change in Company policy 
               shall reduce the amount of accrued and unused vacation payable 
               to Alston on the Effective Date.

          c.   Alston 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 the 
               Separation Date. Pursuant to the Consolidated Omnibus Budget 
               Reconciliation Act of 1985, from and after the Separation 
               Date, Alston will continue to be eligible for coverage under 
               the Company's group medical, dental and life plans for as long 
               as

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Separation Agreement
C. Michael Alston                                                         Page 2

               permitted by applicable law, but he will be personally 
               responsible for the payment of all premiums due under such 
               plans. Alston may at any time convert his group medical and 
               dental benefits to an individual policy. The Company will 
               provide Alston with all necessary forms to convert such 
               policies and will give Alston 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 Alston's death prior to the Separation Date, 
               all remaining compensation and benefits described in 
               paragraphs 1.a. and 1.b. will be provided to Alston's wife, 
               Brenda Cole-Alston, if she survives him. If not, all payment 
               obligations under those paragraphs will be made to Alston's 
               estate.

          e.   Alston has vested one hundred percent (100%) under the 
               Envirotest Systems Corp. 401(k) Savings Plan Account and his 
               rights under the account will be left intact subject to the 
               terms of the Plan.

          f.   Pursuant to action taken by the Compensation Committee of the 
               Board of Directors of the Company, Alston has been granted 
               incentive stock options to purchase 141,000 shares of Class A 
               Common Stock of Envirotest Systems Corp. under the Envirotest 
               Systems Corp. Stock Option Plan. Of the 141,000 shares subject 
               to option, 86,000 shares are subject to a Stock Option 
               Agreement dated July 26, 1995 (the "July Agreement"), and 
               55,000 shares are subject to a Stock Option Agreement dated 
               October 24, 1996 (the "October Agreement"). Each of the July 
               Agreement and the October Agreement and all Options covered by 
               each such Agreement that have not been exercised shall 
               terminate ten years from its respective Date of Grant. Under 
               the July Agreement, options to purchase 57,333 shares have 
               become exercisable and options to purchase an additional 
               28,667 shares will become exercisable on July 26, 1998. 
               Under the October Agreement, options to purchase 18,333 shares 
               will become exercisable on October 24, 1997. The Company, 
               following all required action of the Compensation Committee of 
               the Company, hereby agrees that each of paragraph 4. (b) of the 
               July Agreement and paragraph 3. (b) of the October Agreement 
               is hereby deleted in its entirety. Alston hereby agrees that 
               options to purchase an aggregate of 36,667 shares which become 
               exercisable in equal installments on October 24, 1998 and 
               October 24, 1999, under the October

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Separation Agreement
C. Michael Alston                                                         Page 3


               Agreement, are hereby canceled. The Company hereby represents 
               and covenants that except as modified by this paragraph each 
               of the July Agreement and October Agreement is valid and 
               enforceable against the Company in accordance with its terms.

     2.   a.   Except as specifically provided in this Paragraph 2, the 
Employment Agreement between Envirotest Systems Corp. and Alston dated 
January 1, 1996 (the "Employment Agreement") and all amendments thereto are 
terminated as of the close of business on the Effective Date. Alston also 
hereby resigns his positions as Vice President and General Counsel of 
Envirotest Systems Corp. and all other offices or employment he may hold or 
have with the Company, effective on the Effective Date. The Company and 
Alston specifically agree, however, that all of the provisions of Paragraph 9 
of the Employment Agreement remain in full force and effect.

          b.   Alston agrees that for a period of one (1) year from and after 
Separation Date, he shall not, without the prior written approval of the 
Company, directly or indirectly through any other person, firm or 
corporation, engage or participate or make any financial investment in, or 
become employed by or render advisory or other services to or for any person, 
firm or corporation, or in connection with, any business enterprise which is, 
directly or indirectly, in competition with any business operation or 
activity in which the Company or any of its subsidiaries is currently 
engaged. Nothing herein contained, however, shall restrict Alston from making 
any investments in any company the stock of which is listed on a national 
securities exchange or actively traded in the over-the-counter market, so 
long as such investment does not give Alston the right to control or 
influence the policy decisions of any business or enterprise which is, 
directly or indirectly, in competition with any business operation or 
activity in which the Company or any of its subsidiaries is currently engaged.

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

          a.   Alston 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

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Separation Agreement
C. Michael Alston                                                         Page 4

               1967 (ADEA); Title VII of the Civil Rights Act of 1964, as 
               amended; the Older Workers Protection Act of 1990; the Labor 
               Management Relation 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 Alston, or his heirs, has, ever had, or now 
               has against Releasees. The Company waives, releases and forever 
               discharges Alston, his spouse and his heirs (severally and 
               collectively the "Alston Releasees") from, and covenants not 
               to sue or charge the Alston Releasees on any and all claims or 
               causes of action arising out of Alston's employment by the 
               Company pursuant to the Employment Agreement, under any local, 
               state or federal law or regulations or any common law tort or 
               contract theory, whether in law or equity, known or unknown, 
               asserted or unasserted, suspected or unsuspected, which the 
               Company, or its successors, has, ever had, or now has against 
               the Alston Releasees. Alston 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 been advised to do so by the Company.

          b.   Alston understands and agrees that following the Separation 
               Date no other payments or compensation are due him except as 
               described in this Agreement. Effective no later than the 
               Separation Date, Alston will not be an officer or employee of 
               the Company.

          c.   Alston 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 1997 or 1998 fiscal 
               years or otherwise.

          d.   Alston agrees, that in order to provide a smooth transition, 
               Alston shall fully brief Company employees, designated by the 
               Company, on all matters handled by Alston in his capacity as 
               an officer and employee of the Company. At the request of the 
               Company Alston shall from time to time respond to questions on 
               such matters by the designated employees of the Company.

          e.   Prior to the Separation Date, Alston agrees faithfully and to 
               the best of his ability to perform such reasonable duties and 
               special projects as shall be assigned to him from time to time 
               by the Chairman, and the Executive Vice President and Chief 
               Operating

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Separation Agreement
C. Michael Alston                                                         Page 5

               Officer of the Company, including but not limited to (i) 
               completion of the equitable adjustment settlement in British 
               Columbia, and (ii) participation in proposal preparation in 
               support of the Company's marketing effort. Alston's obligations 
               under this paragraph shall terminate upon the earlier of the 
               Separation Date and a Change of Control (as such term is 
               defined in the October Agreement) of the Company, whereupon 
               all cash payments due to Alston under paragraphs 1.a. and 1.b. 
               shall become due and payable immediately.

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

          a.   Except as required by legal proceeding, Alston 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 management, directors, products, or services.

          b.   Alston 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 
               Alston 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 preclude Alston from 
               fully disclosing to the preparer of this tax returns the 
               nature and source of his taxable income, nor from fully 
               disclosing to his attorney the terms of this Agreement as 
               provided in Paragraph 4(a) above. Notwithstanding the 
               foregoing, this paragraph shall no longer be applicable 
               following the Company's public disclosure of the terms of this 
               Agreement.

     5.   Alston shall continue to be entitled to the use of his Company car 
and other Company equipment presently in Alston's possession, and the Company 
will continue to pay all lease, insurance and maintenance costs thereon, 
through the Separation Date. Upon the written request of Alston delivered on 
or prior to the Separation Date, the Company will assign and Alston will 
assume lease payments and expenses including insurance, for Alston's Company 
car, subsequent to the Separation Date. Alston will return all other Company 
property including the Company car, if applicable, presently in his 
possession no later than the Separation Date.

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Separation Agreement
C. Michael Alston                                                         Page 6

     6.   Alston 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 Alston or the Company as 
described herein is determined to be unlawful or unenforceable, the remainder 
of this Agreement shall be enforceable.

     8.   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 Alston.

     9.   Except as otherwise provided in Paragraph 13 of this Agreement, any 
dispute arising between the Company and Alston 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.

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

     11.  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.

     12.  Alston 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, Alston consents and 
agrees that if he violates any of the provisions of this Agreement with 
respect to non-competition or non-solicitation, or confidentiality, 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

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Separation Agreement
C. Michael Alston                                                         Page 7

relief, including without limitation an injunction restraining Alston from 
committing or continuing any such violation of this Agreement, and Alston 
shall not object to any such application. In addition, the Company may elect 
to seek other remedies relating to breaches of Sections 2(a) or 2(b), in any  
court of competent jurisdiction in lieu of arbitration of such claims.

     13.  Alston 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. He agrees that he has been given a 
fair, reasonable and sufficient time to fully consider all terms.

     14.  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.

     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 /s/  Richard Webb
                                          ------------------------------------
                                      Its EVP & COO
                                          ------------------------------------


                                       ENVIROTEST TECHNOLOGIES, INC.

                                       By /s/  Richard Webb
                                          ------------------------------------
                                      Its EVP & COO
                                          ------------------------------------

                                               /s/  C. Michael Alston
                                       ---------------------------------------
                                                  C. Michael Alston

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Separation Agreement
C. Michael Alston                                                         Page 8


    Brenda Cole-Alston, as wife of C. Michael Alston, hereby acknowledges 
that she has read the foregoing agreement and agrees to be bound by its terms.

   
                                              /s/ Brenda Cole-Alston
                                       ---------------------------------------
                                                Brenda Cole-Alston

Dated: ________________________