U.S. SECURITIES AND EXCHANGE COMMISSION
                     Washington, DC  20549
                               
                          FORM 10-KSB/A

(Mark One)
x    ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF
     THE  SECURITIES EXCHANGE ACT OF 1934 
     [Fee Required]

     For fiscal year ended May 31, 1995

     TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF
     THE SECURITIES EXCHANGE ACT OF 1934 
     [No Fee Required]

                     Commission file number 1-10069

                 ENVIRONMENTAL TESTING TECHNOLOGIES, INC.
                   (formerly Peripheral Systems, Inc.)

                Washington                            93-0845837
           (State of Incorporation)           (IRS Employer ID No.)

          7500 Perimeter Road South
             Seattle, Washington                       98108
   (Address of Principal Executive Offices)         (Zip Code)

                              (206) 763-1919
               (Issuer's telephone number, including area code)

     Securities registered pursuant to Section 12(b) of the Act:  None


  Securities registered pursuant to Section 12(g) of the Act:  Common 
Stock

Check whether the issuer (1) filed all reports required to be filed by 
Section 13 or 15(d) of the Exchange Act during the past 12 months (or 
for such shorter period that the registrant was required to file such 
reports), and (2) has been subject to such filing requirements for the 
past 90 days. 
Yes ____   No __X__


Check if there is no disclosure of delinquent filers in response to Item 
405 of Regulation S-B is not contained in this form, and no disclosure 
will be contained, to the best of issuer's knowledge, in definitive 
proxy or information statements incorporated by reference in Part III of 
this Form 10-KSB or any amendment to this Form 10-KSB. [ ]

Issuer's revenues for its most recent fiscal year:  $4,471,967.00

Aggregate market value of voting stock held by non-affiliates: $NONE           

ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE
LAST FIVE YEARS

Check whether the issuer has filed all documents and reports required to 
be filed by Section 12, 13 or 15(d) of the Exchange Act after the 
distribution of securities under a plan confirmed by a court.

               Yes ______   No ___X___    

The number of shares outstanding of each of the issuer's classes of 
common equity, as of October 31, 1995:  1,481,315 shares.

DOCUMENTS INCORPORATED BY REFERENCE:  None

Transitional Small Business Format:     Yes ______   No  ___X___    



                                     PART I


Item 1 - Description of Business

GENERAL

Environmental Testing Technologies, Inc. ("ETT") (formerly Peripheral 
System, Inc.) is a reincorporated Washington corporation which was 
originally organized as an Oregon corporation in October, 1983.  ETT was 
formed to conduct original research and development projects designed to 
develop commercially realizable products that could be sold for a 
profit.  During the 1980's, ETT bought interests in companies engaged in 
promising research and development projects. 

During the year of operations ended May 31, 1994, X-Ray, Inc.,("X-Ray") 
was the only active subsidiary of the Company producing revenue.  During 
the year ended May 31, 1995, TankTek, Inc. and Accu-Inspect, Inc. were 
additional revenue producing subsidiaries of the Company.  As discussed 
below, Accu-Inspect, Inc. was sold in July 1995.

Bankruptcy Proceeding; Plan of Reorganization

ETT filed a voluntary petition in bankruptcy in the Federal Court, 
Seattle, Washington in August 1993.  The petition was filed because of 
the problem caused by the debt, pending and threatening shareholder 
litigation, which resulted from the Company's inability to complete the 
Nucell, Inc. battery development program.  With X-Ray, Inc., the only 
operating entity, having been stripped of most of its assets to fight 
the actions mentioned above, the Company had no ability to either fight 
or pay its obligations without a financial restructuring, thus the 
voluntary petition in bankruptcy was filed. Under the plan of 
reorganization, the Company refocused its interest to revenue producing 
operations consisting of nondestructive testing.

Under the plan of reorganization, which was approved and put into place 
on May 31, 1994, ETT's unsecured debts were converted into Redeemable 
Preferred Stock at $.25 on the dollar payable out of future earnings 
with a minimum annual redemption payment of $21,235.  The preferred 
stock is convertible into shares of common stock representing 51% of the 
Company's outstanding stock in the event the Company fails to meet the 
mandatory redemption provisions.  The Company's common shares and 
outstanding warrants were canceled completely in exchange for options to 
purchase new shares of Common Stock at $.05/share.  ETT raised $568,657 
through the exercise of these options which expired June 1, 1994. In May 
1995, the Company's Board of Directors authorized a 1 for 10 reverse 
stock split.

ETT elected not to make the first preferred stock redemption payment 
which became due on August 31, 1995.  Under terms of the preferred stock 
agreement, upon 30 days notice the redeemable preferred stock is 
convertible into shares of common stock representing 51% of the 
outstanding common stock of ETT.  The preferred stockholders have not 
excercised their right to convert the preferred stock and management 
intends to make the required redemption payment when cash is available.

X-Ray, Inc.

X-Ray performs nondestructive testing of metals and other materials for 
the petrochemical, construction, aerospace, maritime and other 
industries.  X-Ray employs a variety of testing methods using 
radiographic, ultrasonic, magnetic particle, liquid penetrant, eddy 
current and visual inspection techniques.  These services are generally 
performed on a bid basis and X-Ray is qualified for major contracts with 
both the government and the private sector.  Inspections are performed 
on military projects and other government projects for private 
contractors as well as the private sector itself.  X-Ray's revenues for 
the fiscal years ended May 31, 1995, and 1994 totaled $2.194 million for 
1995 and $2.338 million for 1994. 

TankTek, Inc.

In May 1994, ETT activated a new subsidiary, TankTek, Inc. ("TankTek").  
TankTek's business is providing engineering assessments and related 
testing services to owners of aboveground storage tanks holding 
hazardous materials, principally petroleum and chemical products.  These 
services are marketed nationally.  X-Ray previously operated a division 
called TankTek that marketed only nondestructive testing services.  
TankTek's business emphasis is on providing engineering services which 
allow tank owners to continue using their tanks in compliance with the 
American Petroleum Institute Standard 653 ("API 653").  API 653 sets 
forth the industry standards for aboveground storage tanks inspection, 
repair alteration and reconstruction needs.  TankTek employs certified 
API 653 inspectors which use standard industry equipment manufactured by 
others to do the evaluation, plus TankTek has filed a patent application 
on a high energy ultrasonic based floor scanner.  TankTek has one 
working scanner that does provide the accurate data required for 
engineers to assess corrosion rates floor life expectations, but 
currently does not acquire the data as fast as more conventional 
equipment.  

TankTek believes, if this issue can be overcome, that the application of 
this floor inspection technology will be the tank owners most reliable 
and complete means of acquiring enough data to properly evaluate the 
corrosion rates, leak detection possibilities and extent of repairs that 
may be required to bring the tank into compliance and in turn back into 
service.  The Company has no current plans to continue research and 
development expenditures, whether for engineering services or 
nondestructive testing. Expenditure for research and development require 
funding for which the Company has no known 
source of funding.

ETT spent no money on research and development in 1995 and $102,994.00 
in 1994.  The research and development expenditures led to the one 
working scanner described above.

The need for these engineering evaluation services results from both API 
653 and the United States Environmental Protection Agency ("EPA") 
underground storage tanks ("UST") regulations which have not yet been 
applied to above-ground storage tanks.  Some states have already 
mandated that tank owners comply with API 653, and more states are 
expected to mandate compliance.  The EPA may at sometime issue 
aboveground storage tank regulations similar to underground storage tank 
regulations.

Accu-Inspect, Inc.

In August 1994, ETT acquired certain assets of Accu-Tech, Inc. a 
nondestructive testing company with offices in two petroleum business 
concentration centers:  New Jersey and Northern California.  The purpose 
of the acquisition was to allow TankTek's access to Accu-Tech's customer 
base with its API 653 certification program with a local base of 
operation.  TankTek, in turn, can market its newly acquired inspection 
services to its existing customers in TankTek's market area.  ETT formed 
a new subsidiary, Accu-Inspect, Inc, ("Accu-Inspect") and acquired the 
customer base, the rights to the Accu-Tech name, all equipment owned or 
leased by the seller in exchange for issuance of 200,000 shares 
Convertible Preferred Class B valued at $1.00 a share, and the 
assumption of $238,962 in secured debt.  The preferred stock is 
convertible into Company stock over 8 years at conversion rates which 
range from 10 to 1 shares of common stock for each share of preferred 
stock.  The preferred stock includes dividends of 2% for the first year 
and 6% thereafter.  The selling shareholders were also entitled to a 30% 
share of the pretax profits from the assets of Accu-Inpsect through 
August 1999.

Accu-Inspect, Inc. revenues for the fiscal year ended May 31,1995, were 
$1,317,114.00.  In June 1995, ETT sold to one of the former owners of 
AccuTech, Inc. all the operating assets of Accu-Inspect, Inc. in 
exchange for notes and the return of 100,000 shares of convertible 
Preferred Class B Stock.  ETT recognized a gain of $43,000 on the sale 
in June and can realize as much as $202,000 in additional gains as 
payments are received.

North American Inspection, Inc.

In April 1995, ETT agreed to merge with North American Inspection, Inc. 
Pending completion of certain events by ETT, ETT provided North American 
Inspection, Inc. with financial support until North American Inspection 
abruptly terminated the merger in July 1995.  All advances made by ETT 
have been repaid and there is pending legal action against North 
American Inspection, Inc., its officers and owners by ETT as Plaintiff 
seeking contractual damages associated with the merger termination.  The 
outcome of this litigation is unknown.

Patents, Licenses

TankTek, Inc. has an application pending on a patented ultrasonic floor 
scanner device.  The working system currently acquires the accurate data 
required for engineers to access corrosion rates, but does not acquire 
the data in a cost effective manner.  The solution to this problem is 
known, but due to funding limitations, the necessary action that would 
bring the system to full utilization capability has been postponed.  The 
Company has elected to use more conventional means of data acquisition 
until this project is brought to completion.  TankTek signed an 
agreement with Millstrong,LTD of Great Britain in 1995 granting TankTek 
exclusive distribution rights to the petrochemical industry for 
Millstrong's patented equipment in exchange for a requirement to 
purchase a certain number of units.

TankTek revised its basic business to include Millstrong equipment as a 
principle technology advantage. Due to the complications of the North 
American merger termination, TankTek was forced to abandon its exclusive 
relationship with Millstrong in September 1995.

Business Strategy

As with most service-oriented business, local service is generally more 
acceptable and less costly to the customer than long distance service 
calls.  Continued application of this strategy to the 
engineering/nondestructive service business is ETT's basic business 
plan.  ETT corporate objective is to become the major provider of 
engineering services to the petro chemical industry on a national and 
international scale in the specialized markets of API 653 and API 570 
Compliance.  By having strategically located offices in tank 
concentrated areas, ETT can become the most cost-effective supplier of 
specialized services and hence the major provider.

The acquisitions of both Accu-Tech, Inc. and North American Inspection, 
Inc. were directed at providing the local service concept described 
above  using acquisitions as the basis for growth.

As these two mergers did not achieve the desired results, the company is 
currently evaluating the best method for achieving these results - local 
service.  At this time internally generated new offices and strategic 
acquisitions appear to be the best plan to achieve the objective.  
Currently ETT operates only one office in Seattle, Washington.

Market Information

The market for non-destructive testing services is dominated by small 
regional suppliers who compete with both price and service.  Most work 
is acquired on a time and material basis.  The market for API-653 
services is a growing market with few suppliers and even fewer qualified 
suppliers.  The competition here is based upon quality service using 
qualified service personnel equipped with advanced technology.

ETT's strategy is to provide unique API 653 services nationally and use 
the natural relationship between nondestructive testing services and API 
653 to help penetrate the market.  

This strategy is being executed in two ways - acquiring, training and 
retaining personnel who can provide the services'and by keeping the 
company's technical capability on the leading edge.

ETT does not have a current customer that represents more than 10% of 
its anticipated revenue.

Employees

ETT employs 26 technical, clerical, and managerial personnel, including 
25 full time employees.

Item 2 - Description of Property

At May 31, 1995, ETT had the following properties under a long term 
lease:

     Office and laboratory in Seattle, WA at annual rent of 
     $21,410.00 through 2001.

Management believes that the facility is adequate for the Company's 
needs.



Item 3 - Legal Proceedings

The Company is not a party to any material pending legal proceedings 
except the litigation filed against North American Inspection, Inc., its 
Officers and Owners.

Item 4 - Submission of Matters to a Vote of Security Holders

Since the vote required to approve the plan of reorganization (spring of 
1994) no matters have been submitted to the security holders for vote.

PART II
     
Item 5 - Market For Common Equity and Related Stockholder Matters

ETT Common Stock was quoted on NASDAQ under the symbol PSIX until 
January 1992.  ETT's stock trading was delisted at that time and the 
Company has no knowledge of trading activities since that date.

The Company has never paid dividends on its Common Stock and does not 
anticipate that it will do so in the foreseeable future.  The future 
dividends payments, if any, on the Common Stock is within the discretion 
of the Board of Directors and will depend on the Company's earnings, its 
capital requirements and financial condition.  At October 31, 1995, 
there were approximately 372 record holders of the Company's Common 
Stock.

Item 6 - Management's Discussion and Analysis or Plan of Operations

Overall Discussion.

As of May 31, 1995, the Company, composed of Environmental Testing
Technologies, Inc. and its three operating subsidiaries, was engaged in 
two primary business segments:  nondestructive testing and inspection of 
materials and providing engineering condition assessment services to 
owners of aboveground petrochemical storage tanks, piping and pressure 
vessels.  During the year ended May 31, 1994, the Company's only source 
of revenue was nondestructive testing and engineering services provided 
through its principal subsidiary, X-Ray, Inc.  In May 1994, the Company 
formed a new subsidiary, TankTek, Inc., who's primary business is 
providing engineering certification for aboveground petrochemical tank 
owners in compliance with American Petroleum Institute Standard 653.  
This new subsidiary began operations June 1, 1994.  Prior to June 1, 
1994, TankTek operated as a cost center of X-Ray, Inc. providing 
nondestructive floor inspection services to the petrochemical industry 
using its proprietary ultrasonic inspection equipment.   During the year 
ended May 31, 1994, the Company abandoned the original ultrasonic 
scanner originally designed by X-Ray, Inc. in favor of a newer design 
more closely related to the needs of the petrochemical industry.  

In September 1994, ETT acquired certain assets of Accu-Tech Evaluation
Services, Inc. ("Accu-Tech").  The purchase of this acquisition was to 
allow for local service of API 653 services using Accu-Tech's customer 
base and TankTek's advanced technological capabilities.  This 
acquisition did not develop as expected and resulted in the sale of 
Accu-Tech and its assets in June 1995.  ETT recognized a gain of $43,139 
on the sale of the assets in June.


In April 1995, ETT entered into a merger agreement with North American
Inspection, Inc., on a common stock for common stock exchange basis, and
re-organized its management team to take advantage of the basic business
strategies and skill of the various people involved.  In July 1995, 
North American Inspection, Inc. terminated the merger agreement.  ETT is 
the Plaintiff in litigation against North American Inspection, Inc., 
seeking contractual remedies,as per the merger agreement, available to 
ETT.

Both the Accu-Tech Services and North American Inspection mergers were
strategic alliances consistent with the Company's growth plans of 
establishing base operations near petroleum industry centers of 
operation; while both mergers resulted in failure, the basic business 
strategy remains managements' continuing strategy.

The Company recognizes the need for new capital infusion and expects to 
actively pursue additional sources of funding to further its corporate 
objectives as explained in the Plan of Reorganization.  See "Item 1 - 
Description of Business" and Liquidity and Capital Resources following.

ETT filed a voluntary Chapter XI petition in Bankruptcy in the summer of 
1993. 

Pursuant to a plan of reorganization which was confirmed and became 
effective May 31, 1994, all common stock issued and outstanding as well 
as outstanding warrants for the purchase of common stock were canceled.  
Stockholders of record were issued options to purchase 3,300,000 (after 
giving effect to the 10:1 reverse split authorized in May 1995) shares 
of new common stock for $.50 per share.  These options expired on June 
1, 1994.  A total of 1,353,315 shares of common stock were issued, for 
$568,657  In addition, stockholders and certain members of management 
were granted warrants for the purchase of 1,401,000 shares of common 
stock for $.50 per share which expired May 31, 1995. In addition,  
unsecured debt was converted into 176,958 of mandatory redeemable 
convertible preferred shares.

Results of Operations

FOR THE FISCAL YEAR ENDED 5/31/95 COMPARED TO FISCAL YEAR
ENDED 5/31/94.


OPERATING LOSS ANALYSIS

For the two years ended May 31, 1995 and 1994, operating losses were 
$140,058 and $30,224.  The causes for the increase in losses are 
discussed separately by the following comments under Revenue Analysis, 
Cost of Sales, Gross Profit Analysis; Selling, General and 
Administrative Expenses; and Research and Development Expense Analysis 
sections. 

REVENUE ANALYSIS

Nondestructive testing is testing an object without destroying it. This 
allows the item inspected to either pass or fail a given standard.  The 
standard for pass or fail is developed by the customers', management, 
engineering or production departments.

Petroleum Engineering Services may use inspection data to evaluate pass 
or fail tanks and piping, but is largely involved in making specific 
engineering corrections or recommendations that allow the client to 
bring the tank or system into compliance with the American Petroleum 
Institute Standards for its continued use.

Revenues by lines of business for the years ended May 31, 1995 and 1994
consisted of the following.

          Revenues                                 1995            1994
          
          Nondestructive Testing               $3,511,131     $1,967,030
          Petroleum Engineering Services          960,836        371,293
     
          TOTAL                                $4,471,967     $2,338,323 
     
Nondestructive revenues increased from $1,967,030 in 1994 to $3,511,131 
in 1995 for two principle reasons:  X-Ray, Inc.'s 1995 revenues 
increased 6% over 1994 levels and the revenues from Accu-Tech were 
$1,317,114 in 1995 and none in 1994.Petroleum Engineering Services 
increased from $371,293 in 1994 to $960,836 in 1995.  This increase was 
due to the marketing efforts by TankTek and the operation's ability to 
provide services on an acceptable basis to satisfied clients.  This 259% 
increase was expected given the market size and the local service 
capabilities acquired by ETT's acquisition of AccuTech Evaluation 
Services, Inc. business in September 1994.

COST OF SALES/GROSS PROFIT ANALYSIS

Cost of sales and resulting gross profit for the year ended 5/31/95 were 
$3,238,638 and $1,233,329, or a gross profit 28% of revenue.  For the 
year ended 5/31/94, cost of sales and the resulting gross profit were 
$1,533,078 and $805,245, or a gross profit of 34% on revenue.

The gross profit percentage loss of 6%, from 34% in 1994 to 28% in 1995, 
was directly attributable to TankTek and Accu-Tech, as X-Ray's gross 
profit increased from 34% in 1994 to 38% in 1995. TankTek's gross profit 
was 26% and was low because TankTek absorbed significant travel expenses 
which would be eliminated with a local service base.  Accu-Inspect gross 
profit was 13% and is directly attributable to a large contract that was 
completed on a negative gross profit basis.

SELLING, GENERAL & ADMINISTRATIVE EXPENSES ANALYSIS

Selling, general and administrative expenses increased from $732,475 in 
1994 to $1,373,387 in 1995, and remained a consistent 31% of sales for 
both years.  For both years payroll and directly related costs amounted 
to 61% of the selling general and administrative expenses with 
depreciation, insurance, rent, utilities accounting for 23% and the 
balance 16% general operating costs.  All categories increased in 1995 
when compared to 1994 in direct portion to the sales increase as most of 
the costs are directly proportional to revenue.

RESEARCH AND DEVELOPMENT EXPENSES ANALYSIS

In 1994, all development funds were spent on development of a redefined 
floor scanner instrument.  In 1995, no funds were expended on research 
and development activities.

OTHER EXPENSE ANALYSIS

Other operating expenses of $128,444 in 1994 increased 55% to $199,667 
in 1995. 

This increase was due principally to interest expense.

Interest expense increased significantly due to (1) increased sales 
volume (2) new equipment purchases necessary to the growth plans the 
Company entertains.

The Company has no knowledge of known trends, events, or uncertainties 
which could reasonably be expected to adversely effect revenues, costs 
or profits in the future except for the sale of Accu-Inspect assets.  
The sale of Accu-Inspect reduces future revenues while increasing 
profits by elimination of Accu-Inspects 1995 operating loss.

On a performa basis, assuming the Accu-Inspect, Inc. acquisition had not 
been made in August 1995, the 1995 operations results would have changed
substantially as set forth in the following summary table:

                         1995 STATEMENT OF OPERATION

                  Actual Results           Eliminate            Proforma 
                                          Accu-Inspect           Results

Sales              $4,471,967              $(1,317,114)       $3,154,853
Gross Margin        1,233,329               (  169,539)        1,063,790 
Selling, Gen
  & Admin           1,373,387               (  442,856)          930,531  
Other Income
  Expense             199,667               (    7,271)          192,396
(Net Loss)            339,725                  280,588          (59,137)
(Loss) per Share         (.24)                    (.20)            (.04)

CASH FLOW ANALYSIS

Net changes in cash provided (used) in operating activities were 
$150,177 in 1994 and ($34,534) in 1995.  The most significant component 
of this $184,711 change was the increase of net loss from a $293,534 
profit in 1994 to a net loss of $339,725 in 1995.  Additionally a gain 
on reorganization of the company of $452,202 was recognized in 1994.

Net cash (used in) investing activities increased from ($105,094) in 
1994 to $(356,635) in 1995.  The increase is due primarily to equipment 
acquisitions associated with TankTek's business together with providing 
financing for the defunct merger agreement with North American 
Inspection, Inc.

Net cash provided by financing activities were reduced from $267,413 in 
1994 to $87,243 in 1995, with the reduction being principally 
attributable to reduce sales of common stock in 1995 when compared to 
1994.  This was offset by short term borrowing increases from $67,887 in 
1994 to $366,799 in 1995.  This increase is directly attributable to 
volume increase and loans to North American Inspection, Inc.



LIQUIDITY AND CAPITAL RESOURCES

The working capital position of the Company has been under heavy 
pressure for several years.  The working capital has been negative for 
each of the last two years.
     
                                              1995             1994
                              
     Current Assets                          77,528           691,022
     Current Liabilities                  1,786,250           926,857
     
     Negative Working Capital            <1,012,722>         <275,835>
     
As discussed in Note 1 to the consolidated financial statements, the 
Company filed a voluntary petition of reorganization under Chapter 11 of 
the Federal Bankruptcy Code in United States Bankruptcy Court on August 
10, 1993.  This event and the resulting operating losses of $339,725 in 
1995 and $158,668 in 1994 and as of May 31, 1995, a stockholders deficit 
of $549,118 and a working capital deficit of $1,012,722 raises 
substantial doubt about the Company's ability to continue as a going 
concern.

Although the Company's plan of reorganization was confirmed on April 16, 
1994, and became effective May 31, 1994, the continuation of the Company 
as a going concern is contingent upon, among other things, the ability 
to achieve satisfactory levels of future earnings and liquidity.  
Management has taken a number of actions to expand the Company's 
services into the testing of aboveground tank, primarily for the 
petroleum industry.  


The Company's first two acquisitions were both failures and currently 
the Company has curtailed its acquisition activities while continuing 
service from its Seattle home base while assessing the best way to 
continue its strategic plan for growth.

Management believes that the continued execution of its plans for 
strategic acquisitions and internal growth will provide sufficient 
liquidity for the Company to continue as a going concern.  There are no 
assurances that these objectives can be attained, or that the Company 
will be able to meet the conditions of the plan for reorganization.  
Accordingly, the attached consolidated financial statements do not 
include any adjustments related to the recoverability that might be 
necessary should the Company be unable to continue as a going concern.

The Company intends on seeking new capital, both from borrowings and new 
equity securities issuances that will provide funds needed to fully 
implement its business plan and objectives of providing API 653 
engineering services and non-destructive testing services to the 
national petrochemical industry.  The Company needs for new capital, 
working capital, and for equipment are significant particularly to 
continue to develop the Petroleum engineering services business 
contemplated in its business plan.

While the Company has shown substantial liquidity depletion over the 
past year, the Company recognizes it needs additional funds to fully 
implement its business plan and fully intends on securing new debt and 
equity financings.
If adequate capital is not available on a timely basis, the Company will 
not be able to pursue its corporate objectives, and may be required to 
reduce its operations.

Item 7 - Financial Statements

The consolidated financial statements for the years ended May 31, 1995 
and 1994 are filed as part of this Annual Report on Form 10-KSB.

Item 8 - Changes in and Disagreements with Accountants on Accounting and 
Financial Disclosure 

None



PART III
                                
Item 9 - Directors, Executive Officers, Promoters and Control Persons; 
         Compliance With Section 16(a) of the Exchange Act

The following table sets forth certain information concerning the 
directors and executive officers of ETT.  

                                                            
                                                       Principal 
Occupation
                                                       During Past Five 
Years
Name and Age                  Positions Held           and Certain Other
Directors                          (3)                 Directorships
------------------------------------------------------------------------
Gene Basile, 60               Director, ETT         

Gene Basile became a director of ETT in January 1994, and chairman of 
the board & CEO in May 1995.  From 1992-1993, Mr. Basile served as 
Senior Consultant for Professional Services Industries, Inc., as well as 
serving as Chairman of the Board of Associated Testing from June 1992 
through January 1994.  Since January 1994 Mr. Basile has also served on 
the Board of Directors of Professional Engineering and Inspection 
Company, a materials inspection company.  Between 1971 - 1991, Mr. 
Basile held various positions with U.S Testing, Inc., including the 
position of CEO from 1987 - 1991.  Each of these companies performed 
nondestructive testing services similar to X-Ray, except on a national
basis.  Mr. Basile achieved a BS and MBA degree in Engineering in 1960 
and 1964, respectively.   

C. Rod Brashears, 38          Director, ETT
                              V.P. Operations, ETT
                              V.P. Operations, TankTek             

C. Rod Brashears became a director and Vice President of Operations of 
ETT late 1993.  He  C. Rod Brashears became a director and Vice 
President of Operations of ETT late 1993.  He is also Vice-President of 
Operations for TankTek.  Mr. Brashears is API 653 certified and worked 
as a professional engineer for the American Inspection Company, Inc. 
from 1991 - 1993 and for PSI/Jammal and Associates Division from 1987 - 
1991. Mr. Brashears resigned all positions with ETT in August 1995.


Lee G. Connel, 70             Director, ETT             
                              President/Director, X-Ray

Lee G. Connel was reappointed President of X-Ray in 1993.  Prior to that 
time, Mr. Connel held the office of Vice-President of X-Ray beginning 
1991 and from 1965 to 1991 served as President of X-Ray.  Mr. Connel 
also serves of the Board of Directors of X-Ray.  In addition to his 
position with X-Ray, Mr. Connel has managed his own business as a 
professional consulting engineer from 1965 to the present.

Michael B. LaVigne, 38        Director, ETT           

Michael B. LaVigne has served as a Director of ETT since December 1991.  
From April 1993 to the present, Mr. LaVigne served as President  of 
Merchant Pacific Capital, Inc. and investment banking company.    From 
1991 - 1993, Mr. LaVigne was self-employed as a business consultant.  
During 1991, Mr. LaVigne was also President of Cohig and Associates and 
from 1983 has served as President of the securities broker-dealer firm 
Northwest, Inc. 
    
Michael C. McPherson, 43 Director, ETT         

Michael C McPherson has served as director of ETT since November 1991.  
From 1991 to the present, Mr. McPherson has served as a principal with 
The Investment Co. in San Francisco, California, dealing in financial 
and investment consultation.  Prior to 1991, Mr. McPherson served as 
Senior Vice President and member of the Executive Committee and Board of 
Director of Fidelity Investment Corp.

George B. Maitland, 58        Vice-President/Director, ETT           
                              Secretary/Treasurer/

George B. Maitland has served in the position of President, Chief 
Executive Officer and Director of ETT since December 1991 to May 1995. 
In May 1995 Mr. Maitland became the CFO for ETT and all its operating 
companies.  Mr. Maitland also holds the office of Treasurer, Director, 
X-Ray Secretary, as well as serving on the Board of Directors of X-Ray.  
Prior to joining ETT, Mr. Maitland owned and operated American 
Entertainment Centers.
___________

(3)     Board of Directors

As set forth in the Bylaws of the Company, the Board consists of 
not less than three (3) nor more than eleven members, the exact 
number to be fixed by the Board of Directors.  The Board 
currently consists of Six (6) directors who will serve until the 
next annual meeting.

     
Item 10 - Executive Compensation

The following table sets forth a summary of certain information 
concerning compensation awarded to or paid by ETT for services rendered 
in all capacities, during the last three fiscal years, to the Chief 
Executive Officer.  There were no executive officers with compensation 
exceeding  $100,000.00.

Summary Compensation Table                                                     
                                                                               
                                        Annual Compensation                     
------------------------------------------------------------------------
                                                                               
Name and                                                                       
Principal Position      Year    Salary    Bonus    Compensation   Options
-------------------------------------------------------------------------

Gene Basile, CEO - ETT  1995    $36,000     0           0            0 
                     
George B. Maitland,     1995    $60,000     0           0            0  
V.P. Finance  
(CEO - ETT thru 05/95)  1994    $55,000     0           0            0   
=========================================================================


Long-Term Compensation
-------------------------------------------------------------------------
                                       Awards Payouts 
                                   ---------------------      
                                                LTIP          All Other 
Name                         Year   Options     Payouts      Compensation
-------------------------------------------------------------------------
Gene Basile, CEO - ETT       1995     0            0               0

George B. Maitland,          1995     0            0               0
V.P. Finance
(CEO - ETT thru May 1995)  
=========================================================================


     
Stock Options

The following table sets forth certain information concerning exercises 
of stock options pursuant to ETT's stock option plans by the named 
executive officers during the year ended May 31, 1995, and stock options 
held at year end.



AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND YEAR END OPTION VALUES
<TABLE>
                                 
                                               Number of           Value of 
                                               Shares                  Unexercised                 Exercised 
               Acquired on   Value            Options at             Options at
Name            Exercise    Realized            Year End              Year End (1)
                             (1)(2)   ---------------------------------------------------------
                                       Exercisable  Unexercisable    Exercisable  Unexercisable
----------------------------------------------------------------------------------------------------
<S>                <C>       <C>          <C>           <C>             <C>         <C>
Gene Basile        72,000    0            190,000       0               0          0
Lee G. Connel        0       0            300,000       0               0          0
C. Rod Brashears     0       0            300,000       0               0          0
Michael McPherson    0       0             20,000       0               0          0
Michael LaVigne      0       0             20,000       0               0          0
</TABLE>



(1)  On May 31, 1995, the Company's Common Stock was not trading.  For
purposes of the table, the value was considered the value of the Stock 
Options of $.50 per share. As defined the Plan of Reorganization Market 
price the same value. (The shares reflects the 10:1 reverse split 
approved in May 1995).

(2)  The potential realizable value portion of the foregoing table 
represents the difference between the shares sold at $.50 per share 
to all other shareholders as part of the Plan of Reorganization and 
Mr. Maitland's option price. 

Employment Agreements

None

Compliance with Section 16(a) of the Securities Exchange Act

Under the federal securities laws, the Company's directors and executive 
officers, and any persons holding more than 10% of the Company's Common 
Stock are required to report their initial ownership of the Common Stock 
and any subsequent changes in that ownership to the Securities and 
Exchange Commission (the "Commission").  Specific due dates for these 
reports have been established and the Company is required to disclose in 
this Annual Report on Form 10-KSB any failure to file by these dates.  
To the Company's knowledge, none of the people owning 10% or more of the 
Company's outstanding Common Stock have reported their initial ownership 
of the Common Stock.  The Company is not aware of any subsequent changes 
in that ownership.  The Company has informed each of the following named 
individuals of their obligation to file the require report.  Mr. George 
B Maitland and Mr. Floyd Hambleton are the only shareholders with 10%
or more in actual ownership.  Mr. Gene Basile, Mr. C Rod Brashears, Mr. 
Lee G. Connel, and Mr. Raymond Hand could each own 10% or more of the 
outstanding Common Stock if they exercise their stock options.  In 
making these disclosures, the Company has relied solely on written 
representations of its directors and executive officers in copies of the 
reports that they have filed with the Commission.

Item 11 - Security ownership of Certain Beneficial Owners and Management

The following table sets forth certain information regarding ownership 
of Common Stock of the Company as of October 31, 1995 by (i) each 
director of the Company, (ii) each named executive officer, (iii) each 
person known by the Company to be the beneficial owner of more than 5% 
of the outstanding Common Stock of the 
Company, and (iv) all directors and executive officers as a group.  
Where 
beneficial ownership was less than one percent the percentage is not 
reflected in the table.


                                            Share of Common Stock
                                               and % of Class 
Beneficially
  Directors                                  Owned on October 31, 
1995(1)(2) 
------------------------------------------------------------------------
  George B. Maitland, 
    Director & Vice President 
    of Finance                                    403,620        (16.3%)
  Gene Basile, Director and CEO                   300,000        (12.1%)
  Lee G. Connel, Director & 
    President, X-Ray, Inc.                        400,000        (16.1%)
  C. Rod Brashears, Director 
    & Vice President                              300,000        (12.1%)
  Michael LaVigne, Director                        20,000        (  .8%)
  Michael McPherson, Director                      95,000        ( 3.8%)

  5% Shareholders

  Floyd Hambleton                                 140,000        ( 5.6%)
  Raymond Hand                                    300,200        (12.1%)

  All Directors and Officers as a Group         1,608,620        (64.9%)



(1)  Unless otherwise indicated, beneficial ownership reflects sole 
voting power and sale disposition power and options exercised 
within 60 days.

(2)  Assumes all directors and executive officers options are exercised 
for a total outstanding shares of 2,478,315.

Item 12 - Certain Relationships and Related Transactions 

During 1991, the Company borrowed $250,000 from a stockholder.  The note 
was collateralized by the stock of X-Ray, bore interest at the prime 
rate plus 1% and was due on demand.  The note agreement granted the 
stockholder the option to purchase 400,000 shares of an inactive 
subsidiary Nucell, Inc. which is 51% owned by the Company at $.01 per 
share.  

With the occurrence of certain events, the agreement further granted the 
stockholder the right to require the Company to purchase that option for 
$400,000.  During 1992, those conditions were met, and accordingly, the 
Company recorded a payable to the stockholder of $400,000.  

In 1994, with the confirmation of the Plan, the payable was converted to 
preferred stock.  Additionally, the debt was converted to a term note 
which bears interest at 9% and is payable at $3,000 per month plus 
accrued interest.  At May 31, 1995 the balance due on the stockholder 
note was $135,500.  


Item 13 - Exhibits and Reports on Form 8-K

     (a)       Exhibits:

     10.3      Asset Purchase Agreement dated 8/25/94, between
               Environmental Testing Technologies, Inc. and Accu-Tech
               Evaluation Services, Inc. and its shareholders.
     10.4      Merger Agreement dated April 1995 between Environmental
               Technologies, Inc. and North American Inspection, Inc.

     (b)       Reports on Form 8-K

          No reports were filed during the last quarter of the period
          covered by this report.



SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the 
registrant 
caused this report to be signed on its behalf by the undersigned, 
thereunto duly
authorized on this 1 day of November 25, 1995.

ENVIRONMENTAL TESTING TECHNOLOGIES, INC.
                                                                         
                                                                         
                                                                         
                       By: 			S/S GB MAITLAND			    

In accordance with the Exchange Act, this report has been signed below 
by the following persons on behalf of the registrant and in the 
capacities indicated on this 1 day of November 25, 1995.

Signature                                         Title

Principal Financial Officer and  			GB MAITLAND			
Principal Accounting Officer:   		  George B. Maitland 
    [Chief Financial Officer]






ENVIRONMENTAL TESTING TECHNOLOGIES, INC.
                          


     Consolidated Financial Statements
     Years Ended May 31, 1995 and 1994


    








Environmental Testing  
Technologies, Inc.
Contents
                                                                 


                                                               Page

Report of Independent Certified Public Accountants              19

Consolidated Balance Sheets                                     20-21

Consolidated Statements of Operations                           22

Consolidated Statements of Stockholders' Deficit                23

Consolidated Statements of Cash Flows                           24

Summary of Accounting Policies                                  25-26

Notes to Consolidated Financial Statements                      27-35









Report of Independent Certified Public Accountants

Board of Directors and Stockholders
Environmental Testing Technologies, Inc.
(Formerly Peripheral Systems, Inc.)
Seattle, Washington

We have audited the accompanying consolidated balance sheets of
Environmental Testing Technologies, Inc., as of May 31, 1995 and 1994, 
and the related statements of operations, stockholders' deficit and cash 
flows for each of the two years in the period ended May 31, 1995.  These 
financial statements are the responsibility of management.  Our 
responsibility is to express an opinion on these financial statements 
based upon our audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit 
to obtain reasonable assurance about whether the financial statements 
are free of material misstatement.  An audit includes examining, on a 
test basis, evidence supporting the amounts and disclosures in the 
financial statements.  An audit also includes assessing the accounting 
principles used and significant estimates made by management, as well as 
evaluating the overall financial statement presentation.  We believe 
that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above 
present fairly, in all material respects, the financial position of 
Environmental Testing Technologies, Inc. as of May 31, 1995 and 1994 and 
the consolidated results of their operations and their cash flows for 
each of the two years in the period ended May 31, 1995, in conformity 
with generally accepted accounting principles.

The consolidated financial statements have been prepared assuming that 
the Company will continue as a going concern.  As discussed in Note 1,
Environmental Testing Technologies, Inc. filed a voluntary petition of
reorganization under Chapter 11 of the Federal Bankruptcy Code in United
States Bankruptcy Court on August 10, 1993.  This event and the net loss 
of $339,725 for the year ended May 31, 1995 and as of that date a 
stockholders' deficit of $549,118 and a working capital deficit of 
$1,012,722 raise substantial doubt about the Company's ability to 
continue as a going concern.  The continuation of the Company as a going 
concern is contingent upon, among other things, the ability to achieve 
satisfactory levels of future earnings and liquidity.  Management's 
plans concerning these matters are also described in Note 1.  The 
consolidated financial statements do not include any adjustments
that might result from the outcome of these uncertainties.





BDO SEIDMAN, LLP

November 10, 1995

$11,000,000 - $100,000 - $11,000,000      



May 31,                                        1995             1994
-------------------------------------------------------------------------
ASSETS

CURRENT ASSETS    
Cash                                         $12,659            $316,585

Accounts receivable - trade, 
net of allowances        
for doubtful accounts of 
$60,002 and $9,000 (Note 2)                   535,299            351,773 

Other receivables (Note 2)                    186,413            --

Other current assets                           39,157             22,664
========================================================================
Total Current Assets                          773,528            691,022
------------------------------------------------------------------------
PROPERTY, PLANT AND EQUIPMENT (Note 3)   
Leasehold improvements                        126,178            115,912 
Machinery and equipment                     2,205,328          1,686,641      
Vehicles and office trailers                  325,943            244,212 
Furniture and fixtures                         86,112             60,405    
------------------------------------------------------------------------
                                            2,743,561          2,107,170

Less accumulated depreciation
and amortization                            1,735,668          1,500,645
Property, Plant and Equipment, net          1,007,893            606,525
------------------------------------------------------------------------
DEPOSITS                                       30,058             18,141
========================================================================
Total Assets                               $1,811,479         $1,315,688









ENVIRONMENTAL TESTING TECHNOLOGIES, INC.
                                                       
Consolidated Balance Sheets

                        
May 31,                                        1995               1994
-------------------------------------------------------------------------
LIABILITIES AND STOCKHOLDERS' DEFICIT   

CURRENT LIABILITIES     
     Lines-of-credit (Note 2)                $522,452           $155,653
          Accounts payable                    570,284            427,929
          Accrued liabilities                 164,473             99,863
          Current portion of 
          long-term debt (Note 3)             529,041            243,412
========================================================================
Total Current Liabilities                   1,786,250            926,857
------------------------------------------------------------------------
LONG-TERM DEBT (Note 3)                       222,389            486,166

RESERVE FOR TAX ASSESSMENT (Note 4)           175,000            175,000

COMMITMENTS AND CONTINGENCIES                    --                 --
========================================================================
Total Liabilities                           2,183,639          1,588,023
------------------------------------------------------------------------
REDEEMABLE PREFERRED STOCK (Notes 1 and 11)   176,958            176,958
------------------------------------------------------------------------
STOCKHOLDERS' DEFICIT (Note 1)   
     
     Class B preferred stock,
     1,800,000 shares authorized,
     200,000 shares issued and 
     outstanding (Note 10)                    200,000              --
         
     Common stock; no par value; 
     10,000,000 shares authorized, 
     1,463,315 and 1,377,315 shares 
     issued and outstanding                   608,557            568,657
     
     Accumulated deficit                   (1,357,675)        (1,017,950)
-------------------------------------------------------------------------
Total Stockholders' Deficit                  (549,118)          (449,293)
-------------------------------------------------------------------------
Total Liabilities & Stockholders' Deficit  $1,811,479         $1,315,688
-------------------------------------------------------------------------
See accompanying summary of accounting policies and notes to 
consolidated financial statements.








ENVIRONMENTAL TESTING TECHNOLOGIES, INC.
Consolidated Statements of Stockholders' Deficit
                         


Years Ended May 31,                            1995               1994
-------------------------------------------------------------------------
SALES                                       $4,471,967        $2,338,323
COST OF SALES                                3,238,638         1,533,078
========================================================================= 
Gross Profit                                 1,233,329           805,245
-------------------------------------------------------------------------
OPERATING EXPENSES       
Selling, general and administrative          1,373,387           732,475 
Research and development                         --              102,994
========================================================================= 
Total Operating Expenses                     1,373,387           835,469
-------------------------------------------------------------------------
OPERATING LOSS                                (140,058)         (30,224)
-------------------------------------------------------------------------
OTHER EXPENSE   
     Interest expense                         (177,674)         (99,649)
     Other                                     (21,993)         (28,795)
========================================================================= 
Total Other Expense                           (199,667)        (128,444)
-------------------------------------------------------------------------
NET LOSS, before extraordinary item           (339,725)        (158,668)

EXTRAORDINARY ITEM
     Gain on reorganization (Note 1)             --             452,202
========================================================================= 
Net (Loss) Income                            $(339,725)        $293,534
-------------------------------------------------------------------------
NET (LOSS) INCOME PER SHARE      
     Loss before extraordinary item              $(.24)           $(.07)   
     Extraordinary item                             --              .20
======================================================================== 
Net (Loss) Income Per Share                      $(.24)            $.13
------------------------------------------------------------------------
WEIGHTED AVERAGE SHARES  OUTSTANDING          1,416,148       2,271,653      



See accompanying summary of accounting policies and notes to consolidated
financial statements.







ENVIRONMENTAL TESTING TECHNOLOGIES, INC.
                                                   
Consolidated Statements of
Stockholders' Deficit

<TABLE>
                                                                             
                      Class B                           Additional                  Total
              Preferred Stock    Common      Stock       Paid In   Accumulated    Stockholders'
              Shares   Amount    Shares      Amount      Capital     Deficit        Deficit
-----------------------------------------------------------------------------------------------
<S>            <C>       <C>    <C>         <C>          <C>        <C>            <C>

BALANCE, 
June 1, 1993    --       --     22,716,530  $13,078,790   $242,197  $(14,632,471)  $(1,311,484)
Net income      --       --        --          --           --           293,534       293,534

REORGANIZATION ITEMS (Note 1)    

Cancellation 
of common 
stock           --       --    (22,716,530) (13,078,790)  (242,197)   13,320,987  

Sale of common 
stock           --       --     13,773,149      568,657      --             --        568,657
----------------------------------------------------------------------------------------------
BALANCE, 
May 31, 1994    --       --     13,773,149      568,657      --       (1,017,950)    (449,293)
10 for 1 reverse 
stock split     --       --    (12,395,834)       --         --             --          --     
Net loss        --       --          --           --         --         (339,725)    (339,725)
Issuance of 
preferred 
stock        200,000  200,000        --           --         --             --        200,000
Issuance of 
common stock    --       --       86,000        39,900       --             --         39,900
----------------------------------------------------------------------------------------------
BALANCE, 
05/31/95     200,000  200,000    1,463,315     608,557       --       (1,357,675)    (549,118)       
</TABLE>



See accompanying summary of accounting policies and notes to 
consolidated 
financial statements.



May 31,                                         1995            1994
-----------------------------------------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES    
Net (loss) income                            $(339,725)      $293,534
   Adjustments to reconcile net (loss) income to           
   cash provided by (used in) operating activities:                       
        Depreciation                           262,183        161,758
        Gain on reorganization                   --          (452,202) 
        Professional fees paid on 
          reorganization services                --           (78,670) 
        Issuance of common stock for 
          consulting services                   39,900           --
        Change in assets and liabilities                       
        Accounts receivable                   (183,526)        12,414
        Other current assets                   (20,331)        20,869
        Accounts payable                       142,355        171,699
        Accrued liabilities                     64,610         20,775
-------------------------------------------------------------------------
Net Cash Provided by (Used in) 
Operating Activities                           (34,534)       150,177
-------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES     
   Purchase of property, plant and equipment  (170,222)      (134,414)
   (Increase) decrease in other receivables   (186,413)        30,000  
   Increase in other assets                       --             (680)
-------------------------------------------------------------------------
   Net Cash Used in Investing Activities      (356,635)      (105,094)
-------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES
     Proceeds from long-term debt              105,000          --
     Increase (decrease) in line-of-credit     366,799       (67,887)
     Sale of common stock                        --          568,657
     Decrease in notes payable to stockholders (36,000)      (36,000)
     Payments on long-term debt               (161,740)      (82,353)
     Payments on capital leases               (186,816)     (115,004)
-------------------------------------------------------------------------
Net Cash Provided by Financing Activities       87,243       267,413
-------------------------------------------------------------------------
Increase (decrease) in Cash                   (303,926)      312,496

CASH, beginning of year                        316,585         4,089
-------------------------------------------------------------------------
CASH, end of year                              $12,659      $316,585

     
See accompanying summary of accounting policies and notes to 
consolidated financial statements.





NATURE OF BUSINESS

Environmental Testing Technologies, Inc. (formerly Peripheral
Systems, Inc.) ("ETT" or "the Company") is engaged in nondestructive 
testing of materials for customers primarily in the aerospace, 
construction and petrochemical industries and provides condition 
assessment services to owners of aboveground petrochemical storage 
tanks, piping and pressure vessels.  The Company's services are 
marketed nationally.

As discussed further in Note 1 to the consolidated financial 
statements, on August 10, 1993, the Company filed a voluntary 
petition for reorganization under Chapter 11 of the Federal 
Bankruptcy Code.  The Company's plan of reorganization became 
effective on May 31, 1994 and in conjunction with that plan 
the Company changed its name to Environmental Testing 
Technologies, Inc. and was reincorporated under the laws of 
the state of Washington.

PRINCIPLES OF CONSOLIDATION

The consolidated financial statements include the accounts of 
the Company, and it's wholly-owned subsidiaries: X-Ray, Inc., 
Tanktek, Inc., and Accu-Inspect, Inc.  All intercompany accounts 
and transactions have been eliminated in consolidation.

PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment is stated at cost and is depreciated 
using the straight-line method over estimated useful lives of 5 to 
10 years for vehicles and equipment and 15 to 18 years for leasehold 
improvements.  Expenditures for repairs and maintenance which do not 
extend the useful life of the related asset are expensed as incurred.

Included in property plant and equipment is $554,670 and $301,335 of
capitalized leased assets and $329,589 and $219,777 of related 
accumulated amortization as of May 31, 1995 and 1994.

CREDIT RISK AND SIGNIFICANT CUSTOMERS

The Company performs credit evaluations of its customers and maintains
allowances for potential credit losses.  Sales to a major customer were
$364,000 and $398,606 for the years ended May 31, 1995 and 1994,
respectively.

INCOME TAXES

Deferred taxes are provided for temporary differences in the
basis of assets and liabilities for book and income tax reporting 
purposes.  If it is more likely than not that some portion of a deferred 
tax asset will not be realized, a valuation allowance is recognized.  
Since the Company cannot determine that it is more likely than not that 
the deferred tax asset will be realized, a 100% valuation allowance was 
recorded.

RESEARCH AND DEVELOPMENT

Research and development costs are expensed as incurred.



COMMON STOCK

In May 1995, the Company's Board of Directors authorized a 1 for 10 
reverse stock split.  This resulted in the cancellation of 12,395,834 
common shares.  All per share and weighted average share amounts have 
been restated to reflect this reverse stock split.  NET (LOSS) INCOME 
PER SHARENet (loss) income per share is computed by dividing net (loss) 
income by the weighted average number of shares outstanding.  The 
Company's outstanding options are not considered to be common stock 
equivalents because their effect in net (loss) income per share
would be anti-dilutive.

NOTE 1:
Going Concern and Bankruptcy

The Company's financial statements have been presented on a going-
concern basis that contemplates the realization of assets and the 
satisfaction of liabilities in the normal course of business.  The 
liquidity of the Company has been adversely affected by significant 
losses from operations and the Company's funding of research and 
development efforts, which have resulted in cash flow difficulties.

The Company has reported a loss of $339,725 for the year ended May 31,
1995, and as of that date a stockholders' deficit of $549,118 and a 
working capital deficit of $1,012,722.  These conditions raise 
substantial doubt about the Company's ability to continue as a going 
concern.

The Company filed a voluntary petition for reorganization under Chapter 
11 of the Federal Bankruptcy Code in United States Bankruptcy Court on 
August 10, 1993.  Pursuant to a Plan of Reorganization (the Plan) which 
became effective on May 31, 1994, all common stock issued and 
outstanding as well as outstanding warrants for the purchase of common 
stock were canceled.  Stockholders of record as of May 31, 1994 were 
issued options to purchase 3,300,000 shares of new common stock for $.50 
per share.  The options expired on June 1, 1994.  A total of 977,315 
shares of common stock were issued for $478,657 and the Company's 
president received 400,000 shares in exchange for equipment valued at 
$90,000.  In addition, a stockholder and certain members of management 
were granted warrants for the purchase of 1,401,000 shares of common 
stock for $.50 per share which expire on May 31, 1998.

Pursuant to the Plan, unsecured debt amounting to $707,830 was converted 
to 176,958 shares of nonvoting preferred stock.  The preferred stock 
does not provide for dividends, however, redemption at $1 per share at 
an annual rate equal to the greater of 5% of the Company's annual net 
income or 12% of its initial face value is required.  The preferred 
stock is convertible into shares of common stock representing 51% of the 
outstanding common stock of the Company in the event that the Company 
fails to meet the mandatory redemption provisions (see Note 11).

Management's plans are summarized as follows:

Management has taken a number of actions to expand the Company's 
services into the testing of aboveground tanks, primarily for the 
petroleum industry.  Management intends to seek new capital, both from 
borrowings and new equity securities issuances that will provide funds 
needed to make strategic acquisitions or fund internal growth and fully 
implement its business plan of providing API 653 engineering services 
and non-destructive testing services primarily to the petrochemical 
industry.  The Company's needs for new capital, working capital, and 
equipment to continue to develop the petroleum engineering services 
business contemplated in its business plan are significant.  Management 
believes that the continued execution of its plans for strategic 
acquisitions and internal growth will provide sufficient liquidity for 
the Company to continue as a going concern.  There are no assurances 
that these objectives can be attained or that the Company will be able 
to meet the conditions of the Plan.  Accordingly, the consolidated 
financial statements do not include any adjustments that might be 
necessary should the Company be unable to continue as a going concern.

NOTE 2:
Line-of-Credit

The Company has a revolving line-of-credit with a bank, with interest at 
18%.  The agreement allows the Company to borrow up to the lesser of 
$750,000 or 80% of eligible receivables.  At May 31, 1995, $329,452 was 
outstanding and $80,000 was available under this agreement.  The 
agreement is collateralized by accounts receivable.

In addition, the Company has a revolving line-of-credit with a financing
company, with interest at 30%.  The agreement allows the Company to 
borrow up to the lesser of $500,000 or 75% of eligible receivables.  At 
May 31, 1995, $193,000 was outstanding and no borrowings were available 
under this agreement.  The agreement is collateralized by accounts 
receivable and a personal guarantee by an officer of the Company.  The 
agreement expired on October 19, 1995 and was paid in full as of that 
date.

NOTE 3:
Long-term Debt

Long-term debt is as follows:



May 31,                                                 1995            
1994
-------------------------------------------------------------------------
Note payable to bank, collateralized by 
equipment, due in monthly installments of
$6,863, including interest at prime 
(9.25% at May 31, 1995) plus 1.50%, due
August 31, 1996.                                      $96,079         
$178,431

Capital lease obligations, collateralized 
by equipment, various amounts payable
monthly plus imputed interest ranging 
from 11.9% to 34.03%.                                 356,575          
313,355

Other notes payable, various amounts 
payable monthly plus interest ranging 
from 10% to 12%.                                        3,276           
11,292

Note payable to preferred stockholder, 
collateralized by the stock of X-Ray, 
due in monthly installments of $3,000 
plus accrued interest at 9%.                          135,500          
171,500

Note payable to a financing company, 
collateralized by equipment, due in 24
monthly installments of $2,432, including 
interest at 16%, with the remainder
due in a balloon payment.                             100,000               
--

Note payable to a former officer,
unsecured and subordinated to the notes 
payable to bank, due in monthly
installments of $2,500, including interest 
at 10%, unsecured.                                     60,000           
55,000
-------------------------------------------------------------------------
                                                      751,430          
729,578
Less amount due within one year                       529,041          
243,412
-------------------------------------------------------------------------
                                                     $222,389         
$486,166




Future scheduled principal payments on long-term debt and capital leases
during each of the years ending May 31, 1999 are as follows:

Year Ending             Notes                   Capital
May 31,                 Payable                 Leases
---------------------------------------------------------------------
1996                    $279,048                $279,462
1997                      46,637                  95,049
1998                      69,170                  16,196
1999                         -                     8,534
---------------------------------------------------------------------
Total minimum payments   394,855                 399,241

Amount representing 
imputed interest                                 (42,666)
---------------------------------------------------------------------
Present value of net    
minimum lease payments                          $356,575

The note payable to bank requires that the Company maintain certain net 
worth and working capital amounts and ratios.  As of May 31, 1995, the 
Company was not in compliance with these covenants and was unable to 
obtain a bank waiver for noncompliance, therefore the entire amount of 
this debt is classified as current.

NOTE 4:
Reserve for Tax Assessment

Reserve for tax assessment at May 31, 1995 and 1994 arises from an 
estimated tax liability related to a tax shelter investment made by X-
Ray prior to its acquisition by the Company.  The Company has been 
assessed taxes of approximately $143,000 through May 31, 1994.  The 
Company has accrued $175,000 in taxes, penalties and interest related to 
this tax shelter and is in process of negotiating a settlement of this 
assessment with the Internal Revenue Service.  Management believes that 
the ultimate settlement of this obligation will not exceed the accrued 
amount. 



NOTE 5:
Income Taxes

Deferred tax assets are comprised of the following:        
                 
                                             1995            1994
----------------------------------------------------------------------
Reserve for bad debts                      $20,401          $3,060
Accrued vacation                            19,162          13,300
Net operating loss 
      carryforwards                      2,928,338       2,836,000      
----------------------------------------------------------------------      
                                         2,967,901       2,852,360
Valuation allowance                     (2,967,901)     (2,852,360)  
----------------------------------------------------------------------
                                        $    --            $  --

The Company has provided a 100% valuation allowance on deferred tax 
assets since management could not determine that it was more likely than 
not that they would be realized.

For 1994, the difference between the Company's effective income tax rate 
and the federal statutory rate of 34% consists of the following:


                                        1995            1994
-----------------------------------------------------------------------
Tax (benefit) at statutory rate      (115,507)         99,802
Utilization of net 
operating loss carryforwards             --           (99,972)
Increase in valuation allowance       115,541             --
Other                                     (34)            170
-----------------------------------------------------------------------
Tax at effective rate                $   --          $    --

The Company has net operating loss carryforwards of approximately
$8,600,000 with expiration dates beginning in fiscal year 2000.


NOTE 6:
Warrants and Options

During 1995 and 1994 common stock purchase warrants consisted of the 
following:

------------------------------------------------------------------------
BALANCE, June 1, 1993                   275,600         $.10-20.00       
 Expiration of warrants                 (10,000)             20.00  
 Cancellation of warrants per            
 Plan of Reorganization (see Note 1)    (265,600)        .10-12.50       
 Issued pursuant to the Plan of         
 Reorganization                        1,401,000               .50
------------------------------------------------------------------------
BALANCE, May 31, 1994                   1,401,000              .50
 Cancellation of options                 (385,000)               
 Exercise of options                      (76,000)             .50
 Issued                                    25,000          2.00-5.00
------------------------------------------------------------------------
BALANCE, May 31, 1995                     965,000           .50-5.00

Pursuant to the Plan, effective May 31, 1994, warrants issued prior to 
reorganization were cancelled and options to purchase 1,401,000 shares 
of the Company's common stock at $.50 per share were granted.  The 
options vest immediately, are valued at the fair market value of the 
common stock as of the date of grant and expire on May 31, 1998.

NOTE 7:
Employee Benefit Plan

X-Ray has a 401(k) employee benefit plan for those employees who meet 
the eligibility requirements set forth in the plan.  Eligible employees 
may contribute up to 10% of their compensation to a maximum contribution 
of $9,240.  X-Ray provides a profit sharing contribution which is 
determined at the option of the board of directors.  An employee becomes 
fully vested with respect to employer contributions after 5 years of 
service.  There were no employer contributions in 1995 and 1994.

NOTE 8:
Statement of Cash Flows

Supplemental disclosures of cash flows information:          

                                                1995            1994
------------------------------------------------------------------------
        
Cash paid during the year for:      
  Interest                                   $175,225         $98,050  
  Income taxes                               $  --            $  --     
  
Non-cash investing and financing activities:   

Equipment purchases financed
by capital lease obligations                 $253,335         $7,046

Assets of Accu-Inspect acquired through:
   Issuance of class B preferred stock       $200,000         $  --
   Assumption of secured debt                $238,962         $  --

Common stock issued in
exchange for consulting services              $39,900         $  --
------------------------------------------------------------------------

Pursuant to the Company's Plan of Reorganization, on May 31, 1994, 
accounts payable of $707,830 was converted to preferred stock valued at 
$176,958 and a gain of $452,202 was recognized.

NOTE 9:
Commitments and Contingencies

Future minimum rental payments which are required under an operating 
lease with a remaining noncancelable lease term in excess of one year 
are $21,410 per year through fiscal year 2001.  Additionally, the 
Company leases warehouse space in Washington under cancelable leases 
with month-to-month terms.  Rent expense related to these leases was 
$49,902 and $50,925 for 1995 and 1994, respectively.

During the normal course of business, matters arise which may ultimately 
subject the Company to claims and litigation.  Management believes that 
the resolutions to these matters will not have a material adverse effect 
on the Company's financial position.

NOTE 10:
Accu-Inspect, Inc.

In August 1994, the Company formed Accu-Inspect, Inc. to acquire certain 
assets consisting primarily of equipment and the customer list of Accu-
Tech, Inc., a nondestructive testing company located in New Jersey.  The 
assets were acquired by issuing 200,000 shares of class B preferred 
stock valued at $1.00 per share and the assumption of $238,962 of 
secured debt. 

The preferred stock is convertible into common stock of the Company over 
8 years at conversion rates which range from 2 shares of common stock 
for each share of preferred stock to 1 share of common stock for each 
share of preferred stock.  The preferred stock includes dividends of 2% 
for the first year and 6% thereafter.  In addition, the selling 
shareholders are entitled to 30% of the pretax profits derived from the 
assets through August 1999.

In June 1995, the Company sold all of the assets of Accu-Inspect, Inc. 
to a former owner of Accu-Tech, Inc. in exchange for 100,000 shares of 
class B preferred stock issued to purchase the assets, $202,000 in notes 
receivable and the assumption of $166,312 of accounts payable.  The 
Company realized a gain of approximately $44,000 on the sale.

If the assets of Accu-Tech, Inc. had not been acquired, for the year 
ended May 31, 1995, sales would have decreased by $1,317,114, net loss 
would have decreased by $260,588 and net loss per share would have 
decreased by $.18.

NOTE 11:
Subsequent Event

In April 1995, the Company entered into a letter-of-intent to merge with 
North American Inspection, Inc. (North American).   Pending completion 
of the merger, the Company obtained a $500,000 revolving line-of-credit 
using North American's accounts receivable as collateral (see Note 3).  
North American terminated the merger in July 1995 and subsequently all 
of the receivables were collected and the credit line paid in full.ETT 
has commenced legal action against North American and its officers and 
stockholders seeking contractual damages resulting from the termination 
of the merger.  The ultimate outcome of this litigation is not known.

The Company elected not to make the first preferred stock redemption 
payment amounting to $21,235 which became due on August 31, 1995 (see 
Note 1).
 
Under terms of the preferred stock agreement, upon 30 days notice the
redeemable preferred stock is convertible into shares of common stock
representing 51% of the outstanding common stock of the Company.  The
preferred stockholders have not exercised their right to convert the 
preferred stock and management intends to make the required redemption 
payment when cash is available.









                    ENVIRONMENTAL TESTING TECHNOLOGIES  , INC.
                                      and
                         NORTH AMERICAN INSPECTION, INC.

                               MERGER AGREEMENT
      
This merger agreement is made as of April 4, 1995 by and among 
Environmental Testing Technologies, Inc. ("ETT"), a Washington 
corporation and North American Inspection, Inc. ("NAII"), a Pennsylvania 
Corporation and Robert K. Shumway, Carl Dichler, and Don Shumway as 
individuals ("Investors").

     -- RECITALS --
       
A)      ETT and NAII are merging to position the combined new operating
        entity to provide more complete and locally focused engineering 
        and inspection services to the petrochemical industry.

B)      ETT is duly authorized to issue Common Stock in exchange for all
        issued and outstanding Common Stock of NAII.

C) ETT is a publicly owned corporation with approximately 375 shareholders 
and is subject to the Securities and Exchange rules and regulations.

D)      NAII is a privately owned corporation controlled by 
        Robert K. Shumway, an individual.

     THE PARTIES HEREBY AGREE AS FOLLOWS:

1.      Stock Exchange

1.1     ETT will issue 7,000,000 shares of Common Stock in exchange for 
all issued and outstanding shares of NAII.  ETT shares are 
issued subject to SEC Section 144 rules and regulation and bear 
will legends accordingly.

1.2     NAII's shareholders will receive ETT Common Stock for their 
shares as follows:  RobErt K. Shumway =  5,000,000 shares; Carl 
Dichler = 1,000,000 shares; Don Shumway = 1,000,000 shares.

1.3     Employee stock options aggregating 3,000,000 of Common Stock 
will be issued to Robert K. Shumway, Carl Dichler, and Don 
Shumway, these Options are priced at $.50/share exercisable 
beginning June 1, 1996 and expiring May 31, 1999.  The options 
issued are 1,000,000 to Robert K. Shumway, 1,000,000 to Don 
Shumway, and 1,000,000 to Carl Dichler.

The stock options terms and conditions may be modified by the 
Board of Directors.  
        
These terms & condition adjustments possibility is under current 
review and will be acted upon by the Board including the new Directors 
named Herein.



1.4     Closing

The exchange of stock will take place automatically upon 
completion of the following events:
     
a)      Receipt of a letter from Boston Financial and Equity 
Corporation Or equivalent that financing is available to 
fund NAII's current Operating needs.  This funding is 
expected to come from Tanktek, Inc.(Tanktek), a wholly 
owned subsidiary of ETT or another equivalent ETT 
subsidiary..Plus.. 
     
b)      ETT has replaced NAII's current financing arrangement 
with First Valley Bank on terms & conditions 
satisfactory to ETT.  NAII  will be satisfied as the 
current loan must be replaced in total.
 
1.5 ETT will place 7,000,000 shares of stock in Escrow as 
	per 1.2 designation and NAII will place 2800 shares per 
	designation 3.12.  These shares will be released from 
	escrow to the respected parties upon letters from ETT 
	acknowledging 1.4 (a) & 1.4 (b) having occurred.  Should 
	the joint venture agreement (item 1.6) be terminated for 
	any reason, all shares of stock will be returned to their 
	original owners in full.

1.6     Joint Venture Agreement

a)      ETT will market NAII services exclusivity through its 
existing subsidiary, Tanktek, Inc. or equivalent.  NAII 
will cease to market its services except as a 
Subcontractor to Tanktek.  Tanktek agrees to subcontract 
all nondestructive examination                and 
related work exclusively to NAII.  Tanktek will                
continue to market for its own account API 653 & related 
services.  These services may or may not be 
subcontracted to NAII.

b)      In the event of cancellation of this agreement caused by 
NAII's inability to perform its subcontract service 
obligations to Tanktek, NAII agrees to pay Tanktek, Inc. 
or its assignee $500,000.00 in cancellation penalties.  
This penalty is acknowledged as reasonable and equitable 
by both parties given the marketing effort required by 
Tanktek.  This penalty is secured by a security interest 
in all assets of NAII as included
         by the Pennsylvania UCC filings. 
    
         This security interest protection shall terminate upon 
the merger contemplated in the agreement.

2.      Representations and Warranties of ETT

ETT hereby represents and warrants to the NAII shareholders, 	 
that:

2.1     Organization, Good Standing and Qualification.

ETT is a corporation duly organized, validly existing and in 
good standing under the laws of the State of Washington and has 
all requisite corporate power and authority to carry on its 
current or contemplated business.  The Company is duly qualified 
to transact business and is in good standing in each 
jurisdiction in which the failure to so qualify would have a 
material adverse effect on its business or properties.

2.2     Authorized Capital.  The number of shares of stock which the
        corporation is authorized to issue is One Hundred Two Million 
(102,000,000);of which One Hundred Million (100,000,000 shares 
wll be Common Stock ("Common Stock") with no par value per share, 
and Two Million (2,000,000) shares will be Preferred Stock 
("Preferred Stock").

2.3     Preferred Stock.  The Preferred Stock of the corporation will be 
issued as Class A Preferred Stock and Class B Preferred Stock 
with each class having the preferences, limitations and relative 
rights set forth below.

2.3.1   	Class A. Preferred Stock.  The corporation will issue up 
to 200,000 of shares Preferred Stock which will be 
designated as Class A Preferred Stock ("Class A Stock").  
The Class A stock will be issued at the direction of the 
Board of Directors of the corporation for such purposes 
as the Board of Directors considers appropriate and 
shall have such voting powers, full or limited, and such 
designations, preferences and relative, participating, 
optional or other special rights and qualifications, 
limitations or restrictions as the Board may establish 
prior to the issuance of such shares.

2.3.2   	Class B. Preferred Stock.  The corporation shall issue 
up to 1.8 Million (1,800,000) shares of Preferred Stock 
which will be designated as Class B Preferred Stock 
("Class B Stock").  The Class B Stock will be issued at 
the direction of the Board of Directors, but will be 
issued only in connection with the acquisition of 
existing companies or locations from which it can 
operate its business of nondestructive testing of 
hazardous material tanks.  The Class B Stock shall have 
such voting powers, full or limited, and such 
designations, preferences and relative, participating, 
optional or other special rights and qualifications, 
limitations or restrictions as the Board my establish 
prior to the issuance of such shares.

2.4     Subsidiaries.  ETT owns three operating subsidiaries (X-Ray, 
Inc.,  Accu-Inspect, Inc., and TankTek, Inc.) and is the 
controlling shareholder in a non-operating subsidiary (Nucell, 
Inc.).

2.5     Outstanding shares of Common and Preferred Stocks are disclosed 
in the exhibits attached, meaning the financial statements dated 
5/31/94 and the 10-QSB statements dated 8/31/94.  There have 
been no material changes since 8/31/94 or 5/31/94 disclosures in 
outstanding stocks (common and preferred).

2.6     Authorization.  All corporate action on the part of ETT, its 
officers, directors and shareholders necessary for the 
authorization, execution and delivery of this Agreement and the 
other agreements and transactions contemplated herein, the 
performance of all obligations of the Company hereunder and 
thereunder and the authorization, issuance and delivery of the 
Common Stock being transferred hereunder have been taken or will 
be taken prior to the Closing, and this Agreement and the other 
agreements contemplated herein constitute valid and legally 
binding obligations of ETT, enforceable in accordance with it 
and their terms.

2.7     Valid Issuance of Common Stock.  The Common Stock, when issued,
        sold and delivered in accordance with the terms hereof for the 
        consideration expressed herein, will be duly and validly issued, 
fully paid and nonassessable and free of any liens or 
encumbrances created by the Company.

2.8     Governmental Consents.  No consent, approval, order or 
authorization of, or registration, qualification, designation, 
declaration or filing with, any federal, regional, state or 
local governmental authority on the part of ETT is required in 
connection with the consummation of the transactions 
contemplated by this Agreement, except for filings, if any, 
required pursuant to applicable state securities laws, which 
filings will be made within the required statutory period.

2.9     Litigation.  There is no material action, suit, claim, 
proceeding or investigation pending or currently threatened 
against the Company nor is the Company aware that there is any 
basis for the foregoing.  The Company is not a party or subject 
to the provisions of any order, write, injunction, judgment or 
decree of any court or government agency or instrumentality that 
could have a material adverse effect on its business or 
properties.

2.10    Investment Intent.  NAII shareholders are acquiring shares of 
ETT Common to be issued to Shareholder pursuant to this 
Agreement (the "shares") for investment for Shareholder's own 
account and not with a view to, or for resale in connection 
with, any distribution of the Shares, nor with any present 
intention of distributing or elling the Shares.  Shareholders 
are not a party to any contract, undertaking, agreement, or 
arrangement with any person to sell, transfer, or grant        
participation to any such person or any third party with 
respect to the Shares.  No other person or entity not a 
signatory to this Agreement has a beneficial interest in or a 
right to acquire the Shares or any portion thereof.

2.11    	Agreements and Due Diligence; Disclosure.

(a)    ETT has fully provided NAII and its shareholders and 
their counsel true and complete copies of or access to 
all documents and information requested and such other 
information that the shareholders have requested in 
connection with their decision to merge into ETT.

(b)     The Company has not (i) declared or paid any 
dividends, or authorized or made any distribution upon 
or with respect to any class or series of its capital 
stock, (ii) made any loans or advances to any person, 
other than ordinary travel expenses in connection with 
its business and reasonable moving allowances for its 
employees, (iii) sold, exchanged or otherwise                 
disposed of any of its assets or rights, other than in 
the ordinary course of business, (iv) redeemed or 
obligated itself to redeem any of its capital stock.

(c)     	The Company is not a party to nor is it bound by any 
contract, agreement, instrument, decree or 
administrative order, or subject to any restriction 
under its Articles of Incorporation or Bylaws, which 
materially and adversely affects its business as now 
conducted or as proposed to be conducted, its 
properties or its financial condition.

2.12    Title to Property and Assets.  ETT owns its property and assets 
free and clear of all mortgages, liens, loans and encumbrances, 
except liens which arise in the ordinary course of business and 
do not materially impair ETT's ownership or use of such property 
or assets.  With respect to the property and assets it leases, 
the Company is in compliance with such leases in all material 
respects and holds a valid leasehold interest free of any liens, 
claims or encumbrances.

2.13    Licenses.  ETT has all licenses and permits (federal, state, 
foreign and local) necessary to conduct its business, and such 
licenses and permits are in full force and effect.  No 
violations are or have been recorded in respect of such licenses 
or permits and no proceeding is pending or threatened toward the 
revocation or limitation of any of such licenses or permits.  
The Company has complied with all laws, rules, regulations and 
orders applicable to its business.

2.14    The Financial Statements dated 5/31/94 and 11/30/94 in the form 
of the 11/30 10-Q are true and complete in all material 
respects.

2.15    Undisclosed Liabilities.  Except as and to the extent reflected 
or reserved against in the Statement of Financial Position, the 
Company did not have, as of such date, any material debts, 
liabilities or obligations of any nature, whether accrued, 
absolute, contingent or otherwise and whether due or to become 
due, including, without limitation, liabilities or obligations 
on account of taxes or other governmental charges or penalties, 
interest or fines thereon or in respect thereof.  The Company 
does not know and does not have any reasonable grounds to know 
of any basis for any assertion against he Company of any 
material debt, liability or obligation of any nature or in any 
amount not fully reflected or reserved against in the   
Statement of Financial Position.

2.16    Changes.  Since the date of the financial statements in 2.14 
above, there has not been:

a)     Any change in the condition (financial or other) or 
properties, assets, liabilities, business or general 
economic or market conditions or prospects of the 
Company, except changes in the ordinary course of 
business, none of which has been materially adverse, and 
all of which in the aggregate have not been materially 
adverse, to ETT;



(b)     Any damage, destruction or loss (whether or not covered by 
insurance) materially and adversely affecting the properties, 
assets or business of ETT;

        (c)     Any material increase in the compensation or rate of
                compensation or commissions payable or to become payable 
	by ETT to any of its directors, officers salaried 
	employees, sales persons or agents, or any hiring of any 
	employee at a salary in excess of $75,000 per annum, or any 
	material change in any then existing bonus, profit-sharing, 
	retirement or other similar plan, agreement or arrangement or 
	any adoption of or entry into of any new bonus, profit-
	sharing, group life or health insurance, or other similar 
	plan, agreement or arrangement;

        (d)     Any material change in the accounting methods or practices
                followed by ETT;

        (e)     Any material debt obligation or liability (whether 
	absolute or contingent) incurred by ETT (whether or not
	presently outstanding) except (i) current liabilities 
	incurred, and obligations under agreements entered into, in 
	the ordinary course of business and (ii) obligations or 
	liabilities entered into or incurred in connection  with the
	execution of this Agreement;

        (f)     Any sales, lease, abandonment or other disposition by 
	the Company of any real property or, other than in the 
ordinary course of business, of any equipment or other 
operating properties or any sale, assignment, transfer license 
or other disposition by ETT of any Intellectual Property or 
other intangible asset; or

        (g)     Any labor trouble, strike or any other occurrence, event 
or condition of any similar character that materially and 
adversely affects or may materially and adversely affect the 
assets, properties, business or prospects of ETT.

2.17 Taxes.  ETT has filed all tax returns (federal, state, foreign 
and local) required to be filed by it, and, except as reflected on the 
statement of Financial Position or Balance Sheet, all taxes shown to be 
due and payable on such returns or on any assessments received by 
the Company and all other taxes (federal, state, foreign and local) due 
and payable by the Company on or before the date hereof have been paid.  
There are no agreements, waivers or other arrangements providing for an 
extension of time with respect to the assessment of any tax or deficiency 
against the Company, nor are there any actions, suits, proceedings, 
investigations or claims now pending against the Company in respect of any
tax or assessment, or, to the Company's knowledge, any matters under 
discussion within any federal, state, foreign or local authority relating 
to any taxes or assessments, or any claims for additional taxes or 
assessments asserted by any such authority.  The provisions made for taxes
on the Statement of Financial Position, are sufficient for the payment of a
ll unpaid federal, state, foreign and local taxes of ETT for all periods 
prior to such date.  ETT's subsidiary X-Ray, Inc. has been assessed 
$568,000 in taxes, interest and penalties.  This obligation is being 
contested by X-Ray, Inc. and X-Ray, Inc. believes it will prevail in its 
"Offer in Compromise" dated 3/9/95.

2.18    Labor Agreements and Actions.  ETT is not bound by or subject to 
any written or oral, express or implied, contract, commitment or 
arrangement with any employee or labor union, and no labor union has 
requested or, to the knowledge of ETT, has sought to represent any of 
the employees, representatives or agents of ETT.

2.19    Brokers or Finders.  ETT has not incurred and will not incur, 
directly or indirectly, any liability for brokers' or finders' fees, 
agents' commissions or other similar charges in connection with this 
Agreement or the transactions contemplated hereby.

2.20    Transactions with Principals.  No employee, shareholder, officer 
or director of the Company is indebted to the Company, nor is the 
Company indebted (or committed to make loans or extend or guarantee 
credit) to any of them in any material aspect, except Boston Financial & 
Equity has a loan appliication pending which will require at least one 
personal guarantee.  The Company previously has furnished the Investors 
a copy of each agreement, instrument or other writing constituting legal 
rights and obligations to which both the Company and any founder, officer,
director or principal security holder or company or organization directly 
or indirectly controlled by such persons are parties.

2.21    Insurance.  ETT has fire and casualty insurance policies, with 
extended coverage sufficient in amount to allow it to replace any of its 
properties which may be damaged or destroyed.

2.22    Voting Agreement.  ETT has no obligation or commitment with 
respect to the election of any individual or individuals to the Board, 
and to the best of ETT's knowledge, there is no voting agreement or 
other agreement among its shareholders with respect to the election of 
any individual or individuals to the Board.  Robert K. Shumway and 
Don Shumway, and Carl Dichler are to become appointed members of the 
ETT Board and Robert K. Shumway is to become President and Chief 
Operating Officer of ETT and Carl Dichler is to become an ETT Executive 
Vice President.   

2.23    Subsequent Event.  ETT in a prudent and business-like manner 
	  will immediately begin a search both to provide new borrowings to 
	  replace First Valley Bank as soon as possible and new equity 
	  capital to continue the planned growth program.  Prior to the 
	  search, a forecast and a budget must be prepared to support this 
	  effort.

3.      Representations and Warranties of NAII and its shareholders 
        ("Investors") NAII and its shareholders severally and jointly 
        represent and warrant that:           

3.1 	  Authorization.  All acts and conditions required by law to 
	  authorize the execution and consummation of this Agreement by each
	  Investor have been duly performed and obtained, and this Agreement 
	  constitutes a valid and legally binding obligation of the 
	  Investors, enforceable in accordance with its terms.  Each Investor
	  has full power and authority to execute, deliver and performed his,
	  her or its obligations under this Agreement and to own the ETT 
	  Common Stock.  The execution, delivery and performance of this 
	  Agreement and the consummation of the transactions contemplated 
	  hereby by each Investor do not violate any provision of, or 
	  constitute a material breach of or default under, any term, 
	  condition or provision of any agreement, indenture or other 
	  instrument to which the Investor is a party, or by which the 
	  Investor or the Investor's properties or assets are bound, or of 
	  any order, judgment or decree against or binding upon such 
	  Investor.

3.2 Purchase Entirely for Own Account.  This Agreement is made with 
the Investors in reliance upon each Investor's representation to 
ETT, which, by such Investor's execution of this Agreement, such 
Investor hereby confirms, that the Common Stock to be received 
by the Investors will be acquired for investment for such 
Investors own account and not with a view to the distribution of 
any part thereof, and that such Investor has no present 
intention of selling, granting any participation in, or 
otherwise distributing the same in a manner contrary to the 
Securities Act of 1933, as amended (the "Act"), or applicable 
state securities laws.

3.3 Due Diligence.  Each Investor severally represents and 
acknowledges that he or she has been solely responsible for his 
or her own "due diligence" investigation of ETT and its 
management and business, for his or her own analysis of the 
merits and risks of this investment, and for his or her own 
analysis of the fairness and desirability of the terms of the 
investment; that in taking any action or performing any role 
relative to the arranging of the proposed investment, the 
Investor has acted solely in his or her own interest, and the 
Investor has not acted as an agent, employee, partner or 
fiduciary of any other person or as an agent of ETT, or as an 
issuer, underwriter, broker, dealer or investment advisor 
relative to any security involved in this investment.  Each 
Investor has been given the opportunity to ask questions of and 
receive answers from ETT concerning the terms and conditions of 
the Common Stock exchange and other matters pertaining to this 
investment.  The foregoing statements, however, do not limit or 
modify the representations and warranties of ETT made herein.

3.4 Investment Experience.  Each Investor is an investor in 
securities of companies and acknowledges that the Securities are 
a speculative risk.  Each Investor is able to find for him/ her, 
or itself in the transactions contemplated by this Agreement, 
can bear the economic risk of his, her or its investment 
(including possible complete loss of such investment) for an 
indefinite period of time and has such knowledge and experience 
in financial or business matters that such Investor is capable 
of evaluating the merits and risks of the investment in the 
Securities.  Each Investor understands that the Securities have 
not been registered under the Act, or under the securities laws 
of any jurisdiction, by reason of reliance upon certain 
exemptions, and that the reliance of ETT on such exemptions is 
predicated upon the accuracy
of the Investors' representations and warranties in this Section 
3.  Each Investor severally represents that he, she or it is an 
"accredited investor" as defined by the Securities and Exchange 
Commission.

3.5 Restricted Securities.  Each Investor understands that the 
Securities are characterized as "restricted securities" under 
the federal securities laws inasmuch as they are being acquired 
from the Company in a transaction not involving a public 
offering and that under such laws and applicable regulations 
such securities may be resold without registration under the Act 
only in certain limited circumstances and in accordance with the 
terms and conditions set forth in the legend described in 
Section 3.6 below.  In this connection, each Investor
represents severally that he, she or it is familiar with SEC 
Rule 144, as presently  in effect, and understands the resale 
limitations imposed thereby and by the Act.  Notwithstanding the 
provisions above, no registration statement or opinion of 
counsel shall be necessary for a transfer by an Investor to the 
estate of such Investor or the transfer by gift, will or 
interstate succession of an Investor to his or her spouse or 
lineal descendants or ancestors, if the transferee agrees in 
writing to be subject to the terms hereof to the same extent 
as if he or she were the original Investor hereunder.

3.6     Legend.  It is understood that the certificates evidencing the 
        securities may bear the following legend:

The securities evidenced by this certificate have not been 
registered under the securities act of 1933, as amended (the 
"Act"), or applicable state law, and no interest therein may be 
sold, distributed, assigned, offered, pledged or otherwise 
transferred unless (i) there is an effective registration 
statement under the Act and applicable state securities laws 
covering any such transaction involving said securities,
(ii) this corporation receives an opinion of legal counsel for 
the holder of these securities satisfactory to this corporation 
stating that such transaction is exempt from registration, or 
(iii) this corporation otherwise satisfies itself that such 
transaction is exempt from registration.  At any date beginning 
3 years from the date of closing, this legend will be cancelled, 
and a certificate free from such legend issued to the holder 
hereof upon compliance with the following conditions:  (a) 
surrender of this certificate to this corporation in the manner 
and at the place designated for cancellation, (b) a 
epresentation by the holder that it has beneficially held the 
securities evidenced by this certificate for not less than three 
years, and that it is not, and has not within the preceding 90 
days been, an "affiliate" (as that term is defined for purposes 
of rule 144 under the Act or any successor rule) of this 
corporation, and (c) an understanding that if at any time the 
holder shall again become an affiliate or otherwise cease to 
enjoy free transferability of such securities under rule 144 
either by reason of change of circumstance or amendment of rule 
144, it shall forthwith surrender any unlegended certificate(s) 
received by it in respect of the securities evidenced by this 
certificate for imposition of any appropriate legend.  

3.7     Residency.  For purposes of the application of any relevant 
state securities laws, the Investors are residents of the States 
of  Pennsylvania and Ohio. 

3.8     NAII's Plan of Reorganization has been confirmed by the Federal
        Bankruptcy Court.  There are no known debts incurred prior to 
the closing that have not been disclosed or accounted for in the 
Plan of Reorganization or in the financial statements dated 
1/31/95.

3.9     Changes.  Since the date of the NAII financial statements 
(12/31/94) there have not been:

        (a)     Any change in the condition (financial or other) or 
properties, assets, liabilities, business or general 
economic or market conditions or prospects of the 
Company, except changes in the ordinary course of 
business, none of which has been materially adverse, and 
all of which in the aggregate have not been materially 
adverse, to NAII;

        (b)     Any damage, destruction or loss (whether or not covered 
by insurance) materially and adversely affecting the 
properties, assets or business of NAII;

        (c)     Any material increase in the compensation or rate of
                compensation or commissions payable or to become payable 
by NAII to any of its directors, officers, salaried 
employees, sales persons or agents, or any hiring of any 
employee at a salary in excess of $60,000 per annum, or 
any material change in any then existing bonus, profit-
sharing, retirement or other similar plan, agreement or 
arrangement or any adoption of or entry into of any new 
bonus, profit-sharing, group life or health insurance, 
or other similar plan, agreement or arrangement;

        (d)     The compensation schedule for the officers, directors, 
and key management personnel are as follows:
          

                              Annual Salary      Other Compensations
------------------------------------------------------------------------
Robert K. Shumway             $90,000.00
Carl Dichler                  $75,000.00        Normal Company benefit 
program
Don Shumway                   $75,000.00        for employees applies to 
all
George Maitland               $75,000.00        personnel.
C. Rod Brashears              $75,000.00
------------------------------------------------------------------------
     
(e)     Any material change in the accounting methods or 
practices followed by NAII;

(f)     Any material debt obligation or liability (whether 
absolute or contingent) incurred by NAII (whether or not 
presently outstanding) except (i) current liabilities 
incurred, and obligations under agreements entered into, 
in the ordinary course of business and (ii) obligations 
or liabilities entered into or incurred in connection  
with the execution of this Agreement;

(g) Any sales, lease, abandonment or other disposition by 
the Company of any real property or, other than in the 
ordinary course of business, of any equipment or other 
operating properties or any sale, assignment, transfer 
license or other disposition by NAII of any 
Intellectual Property or other intangible asset; or 

(h) Any labor trouble, strike or any other occurrence, 
event or condition of any similar character that 
materially and adversely affects or may materially and 
adversely affect the assets, properties, business or 
prospects of NAII.

3.10    All pre-petition debts to Carl Dichler or his Company and Don
Shumway have been exchanged for shares of Common Stock of NAII 
prior to the date of closing.

3.11    The exhibit attached Schedule H is the complete and total 
agreement between NAII's principal lender and NAII.

3.12    Capitalization.  The authorized capital of NAII consists of 
10,000 shares of Common Stock of which 2,800 shares are issued 
and outstanding, fully paid and non-assessable.  There are no 
stock options, warrants or equivalent outstanding that could   
change the future ownership of NAII as of the date of closing.

        a)      Robert K. Shumway, Don Shumway, and Carl Dichler own all
                issued and outstanding shares in the amounts of 2,000 
shares, 400 shares, and 400 shares respectively.

3.13 Tax Advice.  Investors are relying solely on the advice of their 
own tax advisor with respect to the tax treatment of this 
transaction and specially is not relying on tax advice from ETT 
or its agents.

4.      Miscellaneous.

4.1 This agreement shall be governed and construed in accordance 
with the laws of the State of Washington.

4.2 The schedules and exhibits referred to in this agreement shall 
be the scheduled listed below:

        a)     NAII amended Plan of Reorganization dated: 1-24-95.
        b)     NAII financial statement dated: 12-31-94.
        c)     NAII list of equipment.
        d)     NAII lease.
        e)     ETT financial statements dated: 5/31/94.
        f)     ETT financial statements dated: 11/30/94.
        g)     ETT Confirmed Plan of Reorganization dated: 4/16/94.
        h)     NAII loan agreement with First Valley Bank.

4.3     This agreement is the entire agreement of the parties and 
supersedes any and all prior negotiations, correspondence, 
understandings and agreements between the parties.

In witness thereof, the parties have executed this Agreement as of the 
date of closing.

Environmental Testing 
Technologies, Inc. ("ETT")              by 	S/S  	GB Maitland		
                                             George B. Maitland, its 
President



                                        by 	S/S	CB Brashears	
                                             C. Rod Brashears, 
Vice President and Director


North American 
Inspection, Inc. ("NAII")               by 	S/S	RK Shumway		
                                              Robert K. Shumway, its 
President

                                        by 					
                                                         , its Secretary





North American Inspection, Inc. 
Shareholders ("Investors")              by           Robert K. Shumway

                                        by           Don B. Shumway

                                        by           Carl R. Dichler









                    SPECIFIC ASSET PURCHASE AGREEMENT

AGREEMENT between and among ENVIRONMENTAL TESTING TECHNOLOGIES, INC. 
(formerly Peripheral Systems, Inc.), a Washington Corporation, located 
at 7500 Perimeter Road South, Seattle, Washington  98108 (hereinafter 
"ETT"); ACCU-TECH EVALUATION SERVICES, INC.,  a New Jersey Corporation, 
located at 1410 Pinewood Street, Rahway, New Jersey 07065 and 917 
Alhambra Avenue, Suite D, Martinez, California 94553 (hereinafter "Accu-
Tech") and the shareholders of Accu-Tech, ANTON S.  KURTZ and MARY ELLEN 
KURTZ both of 525 North Terry Lane, Jamesburg, New Jersey 08831; RICHARD 
KURTZ, 140 Cedar Run Road, Bayville, New Jersey 08721, and JOSEPH S. 
FERENC and JULIE A. FERENC both of 904 Capstan Drive, Forked River, New 
Jersey 08753 (hereinafter collectively the "Shareholders").

RECITALS

The Shareholders of Accu-Tech are, together, the owners of all the 
issued and outstanding capital stock of Accu-Tech.  ETT is a holding 
Company owning two businesses, X-RAY, INC. and TANKTEK, INC., that are 
engaged in above-ground storage tank certifications and nondestructive 
inspection services.

Accu-Tech is an "S" corporation operating nondestructive inspection
laboratories in both New Jersey ad California.

ETT is desirous of purchasing certain specific assets of Accu-Tech.

The Shareholders are desirous of joining the ETT organization and 
selling certain assets of Accu-Tech to ETT.

AGREEMENT

I.   THE TRANSACTION

A. Accordingly, ETT, Accu-Tech and its Shareholders 
(the "Parties") agree to the following:

1.      ETT has formed a new 100% owned subsidiary 
incorporated in New Jersey.,  Such subsidiary 
will purchase the specific assets of Accu-Tech. 
The Accu-Tech assets (the "Assets") to be 
purchased by ETT's subsidiary are:

                        a.      rights to the name Accu-Tech;
b. all customer lists and contracts to 
provide services to customers;
c. all equipment owned nd/or used in Accu-
Tech's business;
                        d.      work in progress; and
e.      the NRC license held by Accu-Tech 
permitting the use of certain testing 
equipment which emits radiation, as well 
as all other licenses and permits used 
by Accu-Tech in its business.

 2.     In addition, ETT shall require a covenant not to 
        compete from Accu-Tech and the Shareholders (for 
        a period of two (2) years after the termination 
        of their employment with Accu-Tech or any ETT 
        affiliate) as set forth in a separate non-
        competitive agreement to be executed at Closing; and
                
        B.      ETT will purchase the Assets by issuing TWO HUNDRED
                THOUSAND (200,000) shares of Class B non-voting 
convertible Preferred Stock with value of ONE DOLLAR 
($1.00) per share for a total value of TWO HUNDRED 
THOUSAND DOLLARS ($200,000.00).  Thus, the Purchase 
Value of each share of stock is ONE DOLLAR ($1.00) 
("Share Purchase  Value").  This convertible Preferred 
Stock is convertible into ETT common Stock at the option 
of the Shareholders for a period of eight (8) years from 
Closing as follows:

 1.      Until the third anniversary of the Closing, one 
(1) share of Class B Preferred Stock can be 
converted into two (2) shares of ETT Common 
Stock.

2.      From the third anniversary until the fourth 
anniversary of closing, one (1) share of Class B 
Preferred stock can be converted into one and a 
half (1-1/2) shares of ETT Common Stock.

3. From the fifth anniversary until the eighth 
	anniversary of Closing, one (1) share of Class B 
Preferred Stock can be converted into one (1) 
share of ETT Common Stock.
  
4. Thereafter, the Preferred Stock may not be 
				redeemed.

		C.	While outstanding, the Preferred Stock shall carry 
	dividend rights as follows:

1. First year, TWO PERCENT (2%) of Share Purchase 
				Value.

                2.      Second year through the eighth year, SIX PERCENT 
				(6%) of Share Purchase Value.

                3.      After the eighth year, none.
       
                Such dividend shall be paid to the holders of Preferred 
		Stock on the anniversary of the Closing each year.

        D.      Distribution of the ETT Preferred Stock is the 
		    responsibility of Accu-Tech.  Accu-Tech has elected to 
		    distribute the Preferred Stock as outlined in Schedule B 
		    (attached) and hereby directs ETT to distribute the 
		    Convertible Preferred Stock due to Accu-Tech pursuant 
		    hereto in accordance with Schedule B.

	  E. 	    Accu-Tech has provided ETT complete listings and agings 
		    of its payables and receivable.  ETT's new subsidiary 
		    specifically is not purchasing Accu-Tech's trade 
		    receivable nor receivables from stockholders on any 
		    other receivable created prior to the date 
		    of closing.  Nonetheless, ETT shall, on and after 
		    Closing, collect trade receivables on behalf of Accu-
		    Tech.  ETT shall be entitled to pay any payables of 
		    Accu-Tech, including any tax liabilities, which survive 
		    the Closing if such liabilities, including tax 
		    liabilities, constitute an actual or potential 
		    lien or encumbrance upon the Assets ("Critical 
		    Payables").

F.      ETT is assuming no liabilities of Accu-Tech other than 
	  those shown on Schedule C (attached).

G.      ETT specifically is not assuming any of Accu-Tech's 
	  trade payable obligations or payroll obligations, such 
	  as employee wages or payroll taxes, unpaid vacation, 
	  unpaid sick leave, medical insurance or similar 
	  obligations which were incurred prior to the date of 
	  Closing.

H.      Accu-Tech hereby agrees to indemnify and hold harmless 
	  ETT and the officers, agents and affiliates of ETT from 
	  and against any trade payables, payroll obligations or 
	  any other liability of Accu-Tech arising before the 
	  Closing Date, whether or not such liability has been 
	  disclosed to ETT, unless such liability has expressly 
	  been assumed by ETT pursuant to Schedule C hereof.

I.      Accu-Tech assumes responsibility for collection of the
	  receivables and payment of all the pre-closing liabilities, 
	  and covenants to cooperate with ETT in ETT's efforts to collect 
	  such receivables.  ETT's new subsidiary will deposit all funds 
	  collected from pre-closing receivables into a bank account 
	  ("Payables Account") upon which ETT and Accu-Tech have check 
	  signing authority.  ETT may use its check signing authority to 
	  pay Critical Payables at any time.  ETT will be reimbursed at 
	  the end of each month FIVE PERCENT (5%) of funds collected to 
	  cover the administrative costs of its efforts.  ETT may draw a 
	  check in the Payables Account each month for the purpose of 
	  making this payment.  Accu-Tech may use its check 
	  signing authority only to pay Accu-Tech's payables, 
	  including taxes,  until such time as all payables are 
	  paid in full and shall make no payments to Shareholders.


J.      ETT shall be free to hire the employees of Accu-Tech 
	  upon Accu-Tech's termination of business on the 
	  scheduled Closing Date.  Employees who are hired by ETT 
	  will thereafter receive benefits comparable to those 
	  afforded to employees of TankTek, Inc.

K.      The scheduled Closing Date for completion of this 
	  transaction is August 31, 1994, but may occur on another 
	  date as agreed by the parties and confirmed in writing.  
	  The Closing will take place in Rahway, New Jersey or at 
	  any other mutually agreeable location.





II.     ADDITIONAL COMPENSATION

A.      Accu-Tech Shareholders Anton Kurtz ad Richard Kurtz are planning 
	  on continued involvement in ETT's new subsidiary's operations.  
	  Anton Kurtz shall be engaged as a consultant.  Richard Kurtz 
        shall be hired as an employee.  Joseph Ferenc will be 
	  engaged by ETT or its new subsidiary in a management position.  
	  His continued involvement is considered critical to the 
	  successful operation of the Accu-Tech business by ETT and his
	  agreement to be employed by ETT or its subsidiary is a condition 
	  precedent to the Closing of this transaction.  In recognition of
	  Joseph Ferenc's ongoing contributions, the Shareholders are 
	  entitled to receive in the aggregate, in cash, THIRTY PERCENT (30%)
	  of the pre-tax profits generated by ETT's new subsidiary (the 
	  "Profit Incentive") for that portion of the five (5) year period 
	  ending August 5, 1999, during which Mr. Ferenc, richard Kurtz 
	  and Joseph Ferenc may be terminated only for "good cause".

B.      Cash payments reflecting the Profit Incentive will be 
	  make annually after the closing of the books and records and 
	  annual audit; provided, however, that no payment shall be made 
	  for any period after the termination of employment of Joseph 
	  Ferenc; provided, however, that the Shareholders shall be 
	  entitled to receive the Profit Incentive payment throughout the 
	  five (5) year period in the event such termination is the result 
	  of Mr. Ferenc's death, disability or illness.

C.      ETT's year end is May 31st.  Payments due will be made 
	  no later than July 30th.

D.      Schedule A outlines the distribution of the incentive earnings 
        to the individual Shareholders.

III.  REPRESENTATIONS & WARRANTIES OF ACCU-TECH AND ITS SHAREHOLDERS

A.      Accu-Tech is a New Jersey corporation duly organized and 
    	  validly existing.  It is in good standing under the laws of New 
	  Jersey, and is properly authorized to do business in California.  
	  It is not required to be authorized to do business in any 
	  other state.  Accu-Tech has all requisite power and authority to 
	  own its properties, assets and carry on its business as now 
	  conducted.

B.      Accu-Tech and its Shareholders have the power and authority to
        execute and deliver this agreement.  The Shareholders are, 
        together, the owners of all the issued and outstanding shares of
        Accu-Tech and no person, including the Shareholders, has any 
        other interest nor has any warrant or right in any
        shares of Accu-Tech.  This agreement is valid, binding and 
        enforceable against the parties in accordance with its terms, 
        except as limited by applicable bankruptcy, insolvency, 
        reorganization, moratorium or other laws of general 
        application relating to or affecting enforcement of creditor's 
        rights.  Accu-Tech will assist in and facilitate ETT's needs in 
        filing all legal notices required to transfer the assets.

C.      Schedule D describes all pending legal actions or proceedings 
	  existing or known to be threatened against Accu-Tech.

D.      Accu-Tech has good and marketable title to all of the Assets as 
        shown on Schedule E and the Assets are free and clear of all 
        mortgages, pledges, liens, security interests, conditional sales
        contracts, charges, encumbrances and claims, except those shown 
        on Schedule C.

E.      Certain Shareholders are acquiring, via the conversion right, 
        the Common Stock of ETT.  They will acquire such common stock 
        for investment and not with the view to or for immediate resale 
        as the Shareholders understand the shares being offered are 
        unregistered securities under the Securities Act of 1933.  The 
        shares are "restricted" securities within the meaning of Rule 
        144 of the Securities and Exchange Commission and may not
        be sold or disposed of other than pursuant to Rule 144.

F.      Accu-Tech and the Shareholders will, at any time or from time to
        time after the Closing Date, upon the request of ETT, execute, 
        acknowledge and deliver, all such further bills of sale, 
        assignments, checks endorsements or other instruments of 
        transfer and conveyance as may be reasonably required to
        confirm or better effectuate the sale, transfer, assignment or 
        delivery of the Assets to ETT.

G.      Accu-Tech has provided to ETT unaudited financial statements of
        Accu-Tech for the period ending December 31,1993 and April 30, 
        1994.  Such statements are true, accurate, complete and correct 
        and fairly set forth the financial condition of Accu-Tech as of 
        the dates specified (attached hereto as Schedule F).

H.      Attached hereto and made a part hereof as Schedule E is a brief
        description of all leases of real property to which Accu-Tech is
        now or will be a party at the Closing Date.  Accu-Tech owns free
        and clear of any lien, mortgage, pledge, claim, encumbrance or 
        charge or leases all of the fixtures and equipment in the 
        structures located on such leased premises.

I.      No complaints that Accu-Tech is in violation of any federal, 
        state or local statute, law, ordinance, regulation, rule or 
        order in the operation of its business, have  been received by 
        Accu-Tech or Shareholders and, to the best of their knowledge, 
        none are threatened.

J.      Accu-Tech has all material permits, licenses, registrations, 
        franchises and approvals of and from all governmental 
        authorities necessary for the operation of its business and 
        no governmental approval is required for the sale of the Assets 
        contemplated herein.

K.      No notice, notification, demand, request for information, 
        citation, summons, complaint or order has been issued or filed, 
        no penalty has been assessed and no investigation or review is 
        known by Accu-Tech or Shareholders to be pending or 
        threatened by any governmental entity or agency (i) with 
        respect to any alleged violation of any law, ordinance, 
        rule, regulation or order of any governmental entity in 
        connection with the conduct of the business of Accu-Tech 
        and relating to a Hazardous Substance (as hereinafter 
        defined) or (ii) with respect to any alleged failure to 
        have any permit, certificate, license, approval, 
        registration or authorization required in connection                 
        with the conduct of the business of Accu-Tech and 
        relating to a Hazardous substance or (iii) with respect 
        to any generation, treatment, storage, recycling, 
        transportation, disposal or release of any toxic, 
        caustic or otherwise hazardous substance,         
        including petroleum, its derivatives, by-products and 
        other hydrocarbons, whether or not regulated under 
        federal, state or local environmental statutes, 
        ordinances, rules, regulations or orders ("Hazardous 
        Substance") used in connection with the business of 
        Accu-Tech.

Accu-Tech has not handled any Hazardous Substance and mon are present
on any property now or previously owned or leased by Accu-Tech, nor has
Accu-Tech allowed any release thereof nor transported or allowed 
transport thereof to any location.  There are no underground storage 
tanks, currently in use or abandoned, at any property now or previously 
owned or leased by Accu-Tech which have been used to store or have 
contained a Hazardous Substance.
     
No Oral or written notification of a release of a Hazardous Substance 
has been made or filed by or on behalf of Accu-Tech and no property now 
or previously owned or leased by Accu-Tech is listed, or proposed for 
listing, on the National Priorities List promulgated pursuant to any 
federal or state list of sites requiring investigation or clean-up.
     
There are no environmental liens on any Asset of Accu-Tech and to the
best of Accu-Tech's and Shareholders' knowledge, no government actions 
have been taken or are in process which could subject any of such assets 
to such liens.
     
To the best of Accu-Tech's and Shareholders' knowledge, there have been
no environmental investigations, studies, audits, tests, reviews or 
other analyses conducted by or which are in the possession of Accu-Tech 
in relation to any property or facility now or previously owned or 
leased by Accu-Tech.
     
L.      Accu-Tech shall provide to ETT, prior to Closing, a summary
        description (including agent, carrier, limits, deductibles, 
        premium dates in force and nature of coverage) of all policies 
        of insurance held by Accu-Tech, including but not limited to, 
        those concerning fire, theft, casualty and liability, as well 
        as all self-insurance programs, including but not limited to, 
        those concerning employee medical plans, workers compensation, 
        disability, fire, theft, casualty and liability.
        
M.      Accu-Tech represents and warrants that it has used the name
        "Accu-Tech" in connection with its services and business.  
        Accu-Tech and Shareholders have no knowledge of any patents, 
        trademarks, service marks, trade name, rights, copyrights or 
        publication rights of others which materially adversely 
	  affect use of this name.
     
N.      No broker, agent, finder or other party has been 
        retained by Accu-Tech and none is entitled to payment in 
        connection with the transactions contemplated by this 
        Agreement or the origin, negotiation, execution or 
        consummation thereof.



 IV.  ETT REPRESENTATIONS AND WARRANTIES

A.      ETT is a Washington corporation duly organized, validly existing
        and in good standing under the laws of the State of Washington 
        and has all the requisite corporate power and authority to own 
        its own properties and carry on its business as now being 
	  conducted.
        
B.      ETT has the power and authority to execute and deliver this 
        agreement and the agreement is valid, binding and enforceable 
        against ETT in accordance with its terms, except as limited by 
        applicable bankruptcy, insolvency, reorganization, moratorium or
        other laws of general application relative to or affecting 
        enforcement of creditors rights and except as enforceability 
        may be limited by rules of equity governing specific 
        performance, injunctive relief, other equitable 
        remedies.
     
C.      ETT is providing Accu-Tech and its Shareholders, the unaudited
        financials of ETT as of May 31, 1994 (Schedule G), and the 
        disclosure statement dated March 9, 1994 (Schedule G).

V.      CONDITIONS OF CLOSING

There have been no material adverse change or any development involving
a prospective material adverse change in the business and/or financial 
condition of Accu-Tech since May 1, 1994, or of ETT since June 1, 1994.

VI.     MISCELLANEOUS

        A.     Further Assurances - Each party will, on request of the 
		   other, execute and deliver all instruments and documents of 
	         further assurance or otherwise necessary and perform all 
		   acts and things that may be required to carry out its 
		   obligations hereunder and to consummate and complete the 
		   transaction contemplated by this Agreement.
     
        B.     Notices - Any notice, request, instruction or other 
		   document to be given hereunder by any party hereto shall be
	         in writing and shall be delivered personally or sent by 
		   registered or certified mail postage prepaid, to the 
		   Shareholders of Accu-Tech addressed to them at the address 
		   set forth on Schedule A of this Agreement. If to ETT, such 
		   notice shall be addressed to George Maitland, at the address
		   set forth on Page 1 of the Agreement or such other addresses
		   as any party may designate by written notice to the other.
        
        C.     Governing Law - This Agreement shall be governed and 
	 	   construed in accordance with the laws of Washington State.
     
        D.     Parties-in-Interest - This Agreement shall be binding on 
		   and insure to the benefit of the Parties hereto, their
		   respective heirs, administrators, executors, successors and
		   assigns; provided, however, that this Agreement may no be 
		   assigned by any of the Parties hereto.
        
        E.     Entire Agreement - This Agreement is the entire agreement of
		   the Parties and supersedes ny and all prior negotiations, 
               correspondence, understandings and agreements between the 
               Parties respecting the subject matter hereof.
        
        F.     Waiver - Any of the terms and conditions of this Agreement 
		   and any inaccuracies in any of the representations or 
		   warranties contained herein may be waived at any time and 
		   from time to time, in writing, by the parties entitled to 
		   the benefit of such terms, conditions, warranties, or 
		   representations.  Such waiver shall not constitute or be 
		   deemed a waiver of any other terms, conditions or 
		   inaccuracies.
     
        G.     Amendment - This Agreement may be amended but only by an
               instrument in writing executed by the Parties.
     
        H.     Attorneys' Fees - If suit or action is filed by any 
		   party to enforce this Agreement or otherwise with respect 
		   to the subject matter of this Agreement, the prevailing 
		   party shall be entitled to recover reasonable attorneys' 
		   fees incurred in preparation for and prosecution of such 
		   suit or action as fixed by the trial court, and if any 
		   appeal is taken from the decision of the trail court, 
		   reasonable attorneys' fees as fixed by the appellate court.
     
        J.     Counterparts - This Agreement may be executed in two (2) or
		   more counterparts, each of which shall be deemed an original
		   but all of which together shall constitute one and the same 
		   instrument.
     
        K.     Schedules - The schedules referred to in this Agreement 
		   shall be the schedules described in such, initialed by the 
		   Parties and attached to this Agreement and its execution and
		   delivery.
     
        L.     Integrated Agreement - The schedules which are attached 
		   hereto are hereby incorporated into this Agreement of this 
		   Reference.


        SCHEDULES                    DESCRIPTION

            A                 Incentive Earnings Distribution
            B                 Convertible Preferred Stock Distribution
            C                 Assumed Liabilities
            D                 Pending Litigation
            E                 Assets Being Purchased
            F                 Accu-Tech Financials
            G                 ETT Financials and Disclosure Statement



IN WITNESS WHEREOF, the Parties have executed this Agreement as of the 
date first indicated.

                     ENVIRONMENTAL TESTING TECHNOLOGIES, INC.


DATED:   August     , 1994      BY:   George B. Maitland, President


                     ACCU-TECH EVALUATION SERVICES, INC.

DATED:   August     , 1994      BY:   Julie Ferenc

                     ACCU-TECH EVALUATION SERVICES, INC.                    
                              SHAREHOLDERS

DATED:   August     , 1994                   BY:  Joseph S. Ferenc

DATED:   August     , 1994                   BY:  Richard Kurtz

DATED:   August     , 1994                   BY:  Anton Kurtz

DATED:   August     , 1994                   BY:  Julie Ferenc

DATED:   August     , 1994                   BY:  MaryEllen Kurtz

                    MaryEllen Kurtz Personally Appeared   
                    Before Me this Date, August 26, 1994


                    James M. Rixey
                    Notary Public of New Jersey
                    My Commission Expires June 13, 1998








TABLE OF CONTENTS


1.   SPECIFIED ASSET PURCHASE AGREEMENT]

2.   SCHEDULE A (Incentive Earnings Distribution Schedule) through 
     SCHEDULE E

3.   ACCU-TECH EVALUATION SERVICES, INC. FINANCIAL REPORT (SCHEDULEG)

4.   ENVIRONMENTAL TESTING TECHNOLOGIES, INC.
     Income Statement - June 1994 (SCHEDULE G)

5.   UNANIMOUS WRITTEN CONSENT OF DIRECTORS TO ACTION WITHOUT A
     MEETING DATED AS OF AUGUST 24, 1994

6.   UNANIMOUS WRITTEN CONSENT OF SHAREHOLDERS TO ACTION WITHOUT
     A MEETING DATED AS OF AUGUST 23, 1994

7.   UNANIMOUS WRITTEN CONSENT OF DIRECTORS TO ACTION WITHOUT A
     MEETING DATED AS OF AUGUST 17, 1994

8.   UNANIMOUS WRITTEN CONSENT OF SHAREHOLDERS TO ACTION WITHOUT
     A MEETING DATED AS OF AUGUST 15, 1994

9.   BILL OF SALE








SCHEDULE A

INCENTIVE EARNINGS DISTRIBUTION SCHEDULE

The following employees or consultants are participants in the incentive 
pool on the following basis;


       Names                   1995    1996    1997    1998    1999

Anton Kurtz                     30%     30%     30%     30%     30%
Richard Kurtz                   20%     20%     20%     20%     20%
Joseph Ferenc                   50%     50%     50%     50%     50%
       Total                   100%    100%    100%    100%    100%








SCHEDULE B

CONVERTIBLE PREFERRED STOCK DISTRIBUTION

                      Number of Shares               Dollar Value

To:    Anton Kurtz         60,000                     $60,000.00

TO:    Richard Kurtz       40,000                     $40,000.00

To:    Joseph Ferenc      100,000                     $100,000.00
       
       Total              200,000                     $200,000.00










ACCU-TECH OFFICE EQUIPMENT                          SCHEDULE E - 1 OF 8


1.     2-486 DX 2-50 Computer
2.     1-386  25 Computer
3.     1-HP Ink Jet Color Printer
4.     2-Laser Jet II P B/W Printer
5.     1-HP Ink Jet B/W Printer
6.     1-HP DOT Matrix Printer
7.     10- Desks
8.     4-Fire Proof File Cabinets
9.     20-Regular File Cabinets
10.    1-Blue Print File Cabinet
11.    2-Equipment Cabinets
12.    20-Chairs
13.    1-19" Color TV/VHS Combo
14.    1-1992 Savin Copier
15.    1-Phone System W/9 Phones
16.    Books, Codes, Procedures
17.    5-Bookcases
18.    1-Blue Print Copier     










ACCU-TECH MAGNETIC PARTICLE EQUIPMENT         SCHEDULE E - 2 of 8


1.   1-Magnaflux ANQ 4845-AC 4000 amp Stationary Unit
2.   1-Magnaflux KCH-3D 3000 amp Job Site Unit
3.   2-P-90 Magnaflux Portable Units
4.   10- Parker AC/DC ADJ Probes
5.   5-Blacks Lights









ACCU-TECH FIBER OPTIC EQUIPMENT                     SCHEDULE E - 3 OF 8



1.   3- Complete Welch Allyn fiber Optic - lease 9/93 - 9/94
     Video Inspection Systems w/20'x6mm Probes - 9/93 - 9/94
2.   1-Welch allyn 25'x6mm Probe
3.   1-Complete Olympus Fiber Optic Video - lease 1994-1997
     Inspection System w/12' Probe
4.   2-Spare 13" Monitors
5.   3-Rolling Cabinets
6.   1-8' Schott Boroscope  - bought in 1994 T.C.
7.   1-15' Schott Boroscope - bought in 1994 T.C.





The parties agree to keep the physical Olympus Systems currently in 
their possession, but X-Ray, Inc. agrees to assume two leases per 
Schedule E identification.   June 18, 1995 (signed by George B. 
Maitland) 




ACCUTECH RADIOGRAPHIC EQUIPMENT                    SCHEDULE E - 4 of 8


1.   7-Amersham 660 Cameras 
2.   10-Sets of Amersham Crank Assemblies
3.   8-Fully Equipped Dark Rooms (7 mobile - 1 shop)
     1 in 1994, 2 in 1992, 2 in 1993
4.   28-Survey Meters
5.   6-Dosimeters








ACCU-TECH INVENTORY OF EQUIPMENT for               SCHEDULE E - 5 OF 8
ACCU-TECH EVALUATION SERVICES, INC.
RAHWAY, NJ and MARTINEZ, CA
JUNE 1, 1994


VEHICLES

1.   1-1984 Chevy Cube Van-Dark Room
2.   1-1985 Ford Cube Van-Dark Room
3.   1-1986 Ford Cube Van-Dark Room
4.   1-1987 Ford 1-ton P/U w/ Dark Room
5.   1-1978 Ford 1-ton P/U w/ Dark Room
6.   1-1971 Ford 1-ton P/U w/ Dark Room
7.   1-1993 1-ton Chevy Diesel P/U w/ Dark Room
8.   1-1994 1-ton Chevy Diesel P/U w/ Dark Room
9.   1-1989 GMC P/U S-15
10.  1-1990 1/2-ton Chevy P/U
11.  1-1991 Oldsmobile Van
12.  1-1991 Nissan Pathfinder
13.  1-1992 Chevy S-10 P/U
14.  1-1993 Chevy S-10 P/U
15.  1-1994 Chevy S-10 P/U Extended Cab








ACCU-TECH ULTRASONIC EQUIPMENT                      SCHEDULE E - 6 OF 8


1.   1-Rohbeck "B" Scan Unit
2.   2-KBI USK-7 UT Units
3.   4-KBI USK-6 UT Units
4.   1-KBI USL-32 UT Unit
5.   1-KBI 303B UT Unit
6.   3-Panometric DL 2+
7.   3-Stress Tel T-Mike
8.   1-Sonotest "D" Meter
9.   1-Nova "D" Meter
10.  60-Various Size Transducers
11.  4-IIW Steel Blocks
12.  1-IIW Aluminum Blocks
13.  2-DSC Aluminum Blocks
14.  4-DSC Steel Blocks
15.  1-Set Titanium MIL-STD Blocks
16.  2-Sets Aluminum MIL-STD Blocks
17.  2-Sets Steel MIL-STD Blocks
18.  1-Navships Cal Block
19.  Various Size and Mat Step Wedges








ACCU-TECH SAFETY EQUIPMENT                         SCHEDULE E - 7 OF 8


1.   12-Harnesses
2.   2-Sniffer for Tanks
3.   10-Fire Extinguishers
4.   6-Respirators
5.   4- Ladders
6.   12-Safety Belts w/ Lanyards
7.   24-Nomex Suits
8.   12-Quartz Lights








ACCU-TECH SHOP EQUIPMENT                          SCHEDULE E - 8 OF 8


1.   1-Shop Dark Room
2.   1-Band Saw
3.   1-Miller ARC Welder
4.   1-Miller MIG Welder
5.   5-Matabo Power Grinders
6.   2-Granite Lab Tables
7.   1-Snap-on Rolling Tool Box
8.   Various Hand Tools
9.   Various Air Tools
10.  Various Vehicle Maintenance Tools & Equipment








SCHEDULE C

ASSUMED LIABILITIES



Leases                        Amt/Mo.       Pay-off Date     Pay-off @ 
7/31/94

1990 Chevy P/U               $395.00           6/95
1991 Olds Silhouette Van      407.21           1/95
1991 Nissan Pathfinder        398.89           7/95
1992 Chevy S-10 P/U           280.36           8/96
1993 Chevy S-10 P/U           288.20           7/97
1992 Chevy Diesel P/U         603.73           11/96
1994 Chevy Diesel P/U         552.80           2/98
1994 Chevy S-10 P/U         

Olympus Video Probe System    1,018.00         12/96
Olympus Video Probe System    1,361.00         1/97
Olympus Video Probe           1,024.08         3/96
Welch Allyn Video             3,558.99         11/94
Probe Systems

                                        Buy Out Date
Computer - $114.02/Mo.                        9/95
Computer - $124.77/Mo.                        6/96
Telephone System - $113.60/Mo.                3/97

Summit Equipment Loan - Balance $18,333.35
               $555.55/Mo. Plus Interest

Copier - $145.10/Mo.                          7/97
Radios - $201.00/Mo.                          4/96


The Company has facility leases that are assignable to the new 
Companies.  The New Jersey lease expires May 15, 1997 and has a fixed 
monthly lease payment of $2,436.10.

The California lease expires January 6, 1995 and has a fixed monthly 
lease payment of $400.00.

Copies of the leases are attached.








SCHEDULE D

PENDING LITIGATION AGAINST ACCU-TECH


None.


BY:                             August 25, 1994
    Joseph Ferenc

BY:                             August 25, 1994
    Richard Kurtz

BY:                             August 25, 1994
    Anton S. Kurtz
    Julie Ferenc