NDE ENVIRONMENTAL CORPORATION
              1996 ANNUAL REPORT ON FORM 10-KSB/A (Amendment No.1)
                                    Exhibits




Exhibit 10.44       Amendment No. 1  to Note and  Warrant  Purchase   Agreement
                    (Exhibit 10.28) dated April 10, 1997, among NDE Corporation,
                    Tanknology/NDE Corporation, USTMAN Industries, Inc., ProEco,
                    Inc.  Tanknology  Canada  (1988),  Inc. and Bank One Capital
                    Partners, L.P.

                          NDE Environmental Corporation

                       NOTE AND WARRANT PURCHASE AGREEMENT

                                 Amendment No. 1

                                 April 10, 1997

     This is  AMENDMENT  NO. 1 dated as of April 10, 1997  ("Amendment")  to the
NOTE AND WARRANT PURCHASE  AGREEMENT dated as of October 25, 1996  ("Agreement")
by and among NDE  Environmental  Corporation  ("NDE"),  a Delaware  corporation,
Tanknology/NDE  Corporation ("TCI"), a Delaware corporation,  USTMAN Industries,
Inc. ("USTMAN"),  a Delaware  corporation,  Proeco, Inc. ("Proeco"),  a Delaware
corporation and Tanknology of Canada (1988), Inc. ("Canada"), a Canadian Federal
corporation,  as sellers and Banc One Capital Partners, L.P.  ("Purchaser"),  an
Ohio limited partnership, as purchaser.

     NDE, Testing & Equipment,  TCI,  USTMAN,  Proeco and Canada are referred to
collectively as the "Sellers" and  individually  as a "Seller".  The Sellers and
the Purchaser are referred to individually as a "Party" and  collectively as the
"Parties."

                             STATEMENT OF AGREEMENT

          As provided for in Section  12(b) of the  Agreement,  the Agreement is
     hereby amended as follows.

          Section 1.  Total Liabilities to Net Worth.

          Section  10(a) of the  Agreement is hereby  amended in its entirety to
     read as follows:

          (a) Total  Liabilities  to Net Worth  Ratio.  Maintain  a ratio of (i)
     Total Liabilities less the sum of (A) Subordinated  Debt, plus (B) Cash and
     Cash Equivalents to (ii) Net Worth Plus Subordinated Debt (tested quarterly
     beginning  with the period ended December 31, 1996) of not greater than the
     ratio set forth opposite the applicable period below:


              Period  Ending  Ratio  Closing  Date  through  December  31,  1997
              2.50:1.0  Thereafter through December 31, 1998 2.00:1.0 Thereafter
              through December 31, 1999 1.75:1.0 Thereafter through December 31,
              2000 1.50:1.0 Thereafter through December 31, 2000 1.25:1.0

          "Cash and Cash  Equivalents"  shall  mean,  for the  purposes  of this
     Section  10(a),  all cash and cash  equivalents as determined by GAAP other
     than any cash or cash equivalents which have deposit restrictions.


          Section 2   Net Worth.

               Section 10(b) of the Agreement is hereby  amended in its entirety
          to read as follows:

          (b) Net Worth. maintain a total Company Net Worth of not less than 90%
     of Company Net Worth at December  31, 1996,  plus (i) 60% of the  Company's
     Net  income  (if  positive)  subsequent  to the  Closing  Date,  calculated
     cumulatively  as of the end of each  Quarter  beginning  with  the  Quarter
     ending  December  31,  1997,  and (ii) 100% of any  equity  issued  (tested
     annually beginning with the period ended December 31, 1999).

          Section 3   Effective Date.

          This Amendment shall be deemed to have become effective as of December
     31, 1996.

          Section 4   Counterparts.

          This Agreement may be executed in multiple counterparts, each of which
     shall be deemed to be an original and all of which shall  constitute one in
     the same agreement.

          The Parties have caused this Amendment to be executed and delivered as
     of the date first written above.


Sellers:                                 Purchaser:

NDE ENVIRONMENTAL CORPORATION            BANC ONE CAPITAL PARTNERS, L.P.

                                         By:   BOCP Corporation, General Partner

By:      /s/ JAY ALLEN CHAFFEE           By:   /s/ JAMES H. WOLFE
         ---------------------------           ---------------------------------
         Jay Allen Chaffee               Its:  Managing Director
         Chairman of the Board                 ---------------------------------


TANKNOLOGY/NDE CORPORATION               TANKNLOOGY OF CANADA (1988), INC.

By:      /s/ JAY ALLEN CHAFFEE           By:   /s/ JAY ALLEN CHAFFEE
         ---------------------------           ---------------------------------
Its:     Chairman of the Board           Its:  President
         ---------------------------           ---------------------------------

PROECO, INC.
By:      /s/ JAY ALLEN CHAFFEE
         ---------------------------
Its:     Chairman of the Board
         ---------------------------