<PAGE>   1
                        TERMINATION AND WAIVER OF CLAIMS

WHEREAS, NEI of Pennsylvania, Inc., as Buyer ("NEI or Buyer") and NYTEST
Environmental Inc., its parent corporation ("NYTEST"), entered into a contract
with BCM Engineers Inc., a Pennsylvania corporation ("BCM") and Smith
Technology Corporation ("SMITH") to the extent set forth in Section 7, for the
purchase of certain assets and the assumption by NEI of certain leases and
liabilities dated August 3, 1995, (the "Asset Agreement"), and 

WHEREAS, NEI, pursuant to the Asset Agreement, entered into a sublease dated
August 3, 1995, of a portion of the improved real property leased by BCM from
the Gravers Company at 1850 Gravers Road in Norristown, Pennsylvania, commonly
referred to as the Laboratory Site (the "Sublease"), and

WHEREAS, NEI entered into two subleases dated August 3, 1995, of personal
property, wherein NEI assumed the obligations of the lease of personal property
supplied through Fideleor Services Inc. (the "Fideleor Sublease"), and for
personal property obtained through Tokai Financial Services, Inc. (the "Tokai
Sublease"), and

WHEREAS, various disputes as to the rights and obligations of BCM and Smith
Technology Corporation ("Smith"), NEI and NYTEST have arisen and the parties
desire to resolve such disputes, NOW THEREFORE, the parties enter into this
agreement (the "Termination Agreement") as follows:

1.      TERMINATION OF SUBLEASE

        The parties agree that the Sublease is terminated effective February 28,
        1997, and that NEI and NYTEST forego and waive all claims of any right,
        title, or interest in and to all fixtures, equipment, improvements,
        installations, and the appurtenances in each case attached to the sublet
        premises at commencement of the Sublease or which may have been attached
        during the term thereof. The costs, removal and disposal of regulated
        wares will be deducted from the amount due under paragraph 5. 

2.      TERMINATION OF FIDELEOR SUBLEASE AND TOKAI SUBLEASE

        The parties agree that the Fideleor Sublease and the Tokai Sublease
        including all future sublease obligations are terminated effective
        February 28, 1997, with no continuing obligations as between the
        parties. NEI agrees that it is, as of March 10, 1997, in possession of
        all personal property and equipment to which it is entitled under the
        terms of the Asset Agreement. NEI and NYTEST waive any right or interest
        in and to any other property or equipment or proceeds of equipment
        leased or which may have been acquired under the terms of the Fideleor
        Sublease and Tokai Sublease.

3.      NEI and NYTEST further agree that they waive all interest and any claim
        of title in and to the assets described in paragraph 1.1e of the Asset
        Agreement which remain at the Lab Site as of the date of this Agreement.

4.      CREDITS AND OFFSETS

        BCM, NEI and NYTEST acknowledge that BCM has received laboratory
        services from NEI and its affiliated laboratories and that BCM has
        offset amounts owned by BCM and Smith for laboratory services and NEI,
        NYTEST and its affiliates have received credit for the amount of such
        offsets


                                  Page 1 of 4
<PAGE>   2
against amounts owed by NEI to BCM pursuant to the terms of the Asset Agreement.
The amount of such offset and credit is set forth as follows:

   Invoices for Services through February 28, 1997

<TABLE>
<CAPTION>
<S>                                             <C>             <C>
   Hudson Chromate (the "Project")              $692,847
   Other Services                                589,963
                                                --------

   Total for Services through February 28, 1997                 $1,282,810
   Last BCM Payments                                               108,466
                                                                ----------
   Balance for Services as of February 28, 1997                 $1,174,344

   Less Amounts due (offset) from NEI per
   Asset Agreement through May 31, 1996                           $493,262

   Amount Due NEI                                                 $681,082
</TABLE>

5. Survivability of Claim

Notwithstanding the reciprocal waiver and release of claims by the parties
contained herein, the parties acknowledge that NYTEST has continued to perform
laboratory services for BCM at its request related to the Hudson County Chromate
Chemical Production Waste Site project (the "Project"). BCM agrees that it will
continue to use NYTEST as NEI's successor for laboratory services at the Project
on the basis of the contract for Laboratory Services dated September 14, 1995,
between BCM, NYTEST and NEI, subject to the continued approval of the New Jersey
Department of Environmental Protection (NJDEP) to use NEI or NYTEST.

The parties agree that NYTEST's and NEI's total amounts billed for services
identified in Section 4 above includes $692,847 relating to the Project and
performed prior to February 28, 1997. This obligation is subject to NJDEP's
approval and acceptance of NYTEST's analytical work, holding periods, and
acknowledgement that the laboratory services are in compliance with the
requirements of the NJDEP.

NYTEST accepts $681,082 as identified in Section 4 above is complete
satisfaction of amounts due for services rendered to February 28, 1997, and
acknowledges that NYTEST shall be subject to backcharge for the amount of any
services rejected by NJDEP due to actions or omissions by NYTEST and the cost of
resampling and reperformance incurred as a result of such rejection. Any such
backcharge shall be deducted from amounts due for future services and the
retainage.

BCM and SMITH shall pay the balance due in installments on the dates set forth
below:

<TABLE>
<CAPTION>
                  Installment             Payment
                     Amount                 Date
                  -----------             -------
                  <S>                    <C>

                  $681,082               A payment schedule to be mutually
                                         agreed upon by both parties is
                                         anticipated to be completed by
                                         April 18, 1997
                                         JS 4/14/97
</TABLE>

                                  Page 2 of 4
<PAGE>   3
6. Waiver of Claims

        a. Waiver of NEI AND NYTEST. For and in consideration of the promises
           and covenants set forth in this Termination Agreement, NYTEST and
           NEI, their successors, assigns and any and all persons claiming by,
           through or under them, hereby release and forever discharge BCM and
           its parent subsidiaries, affiliates, predecessors, successors,
           related entities, directors, employees, agents, attorneys, and all
           persons acting by and through, under or in concert with them, or any
           of them, of and from any and all claims, demands, claims for relief,
           obligations, rights, and/or liabilities of any nature, whether
           anticipated or unanticipated, known or unknown, fixed or contingent,
           past or present (hereinafter referred to as "Claims"), which NYTEST
           and NEI now have or may hereinafter have against BCM and its parent,
           subsidiaries, affiliates, predecessors, successors, related entities,
           insurers and assigns, as well as its past and present officers,
           directors, employees, agents, attorneys, and all persons acting by
           and through, under or in concert with them, or any of them, by reason
           of any matter, cause or thing arising out of, based upon, or relating
           to the Asset Agreement and as amended by Smith letter dated August
           22, 1996.

        b. Waiver of BCM. For and in consideration of the promises and covenants
           set forth in this Termination Agreement, BCM, its successors, assigns
           and any and all persons claiming through or under it, hereby releases
           and forever discharges NYTEST and NEI and its parents, subsidiaries,
           affiliates, predecessors, successors, related entities, directors,
           employees, agents, attorneys, and all persons acting by and through,
           under or in concert with them, or any of them, of and from any and
           all claims, demands, claims for relief, obligations, rights, and/or
           liabilities of any nature, whether anticipated or unanticipated,
           known or unknown, fixed or contingent, past or present (hereinafter
           referred to as "Claims"), which BCM now has or may hereafter have
           against NYTEST or NEI and its respective parent, subsidiaries,
           affiliates, predecessors, successors, related entities, insurers and
           assigns, as well as its past and present officers, directors,
           employees, agents, attorneys, and all persons acting by and through,
           under or in concert with them, or any of them, by reason of any
           matter, cause or thing arising out of, based upon, or relating to the
           Asset Agreement and as amended by Smith letter dated August 22, 1996.

        c. Non-Admission of Liability. This Termination Agreement and the
           releases and other terms provided for herein are made, executed,
           given and accepted as a part of a compromise and resolution of
           disputed claims. No provision(s) of the Termination Agreement, nor
           the position herein, shall be excused or deemed to be evidence of an
           admission of any fact, matter, thing or liability of any kind to any
           other party. Each of the parties hereto denies any liability of any
           kind to the other party for any purpose, and this Termination
           Agreement is made solely and entirely as a compromise and for the
           purpose of fully and finally resolving the disputed matters referred
           to herein. Neither the Termination Agreement nor any term thereof
           shall be offered or received as evidence for any proceeding in any
           form as an admission of any liability or wrongdoing on the part of
           any of the parties hereto.

        d. No Assignment. Each party represents and warrants that there has been
           no assignment or other transfer to any other person, firm or
           corporation in any manner, including by way of subrogation or
           operation of law or otherwise, of all or any portion of any claim,
           demand, right, action or claim for relief that it had, has or might
           have arising out of the matters released in the Termination
           Agreement, nor of all or any portion of any claim, suit, recovery or
           settlement to which it may be settled, in the event that any claim,
           demand or suit should be made or instituted against a party because
           of any such purported assignment, subrogation or transfer, each party
           agrees to indemnify and hold the other party harmless against such
           claims, demand, or suit, together with any costs,


                                  Page 3 of 4
<PAGE>   4
   expenses and attorneys' fees incurred by the other party as a result of any
   person's assertion of any such assignment or transfer.

7. Smith Technology corporation has entered into this Agreement solely for the
   purpose of participating as a party to the extent of the waiver of claims
   provided the parties herein and for the purpose of acknowledging the offsets
   and credits agreed to herein and to the extent of guarantee agreements as
   provided in Article 5.16 of the Asset Agreement.

This Agreement is effective as of the date of the last party to sign.

Date: 4/14/97           NEI OF PENNSYLVANIA, INC.
      -------           By:  /s/ John Gaspari
                             ----------------
                        Its: President
                             ----------------

Date: 4/14/97           NYTEST ENVIRONMENTAL INC.
      -------           By:  /s/ John Gaspari
                             ----------------
                        Its: President & CEO
                             ----------------

Date: 4/11/97           BCM ENGINEERS INC.
      -------           By:  /s/ Robert Swaverly
                             -------------------
                        Its: Vice President
                             ----------------

Date: 4/11/97           SMITH TECHNOLOGY CORPORATION
      -------           By:  /s/ William D. Nelson
                             ---------------------
                        Its: Vice President
                             ----------------



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