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                           RECEIVABLES PURCHASE AGREEMENT



                                       among


                            MARKET STREET CAPITAL CORP.


                               ES FUNDING CORPORATION


                                        and


                           PNC BANK, NATIONAL ASSOCIATION





                           Dated as of November 26, 1996





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                                  TABLE OF CONTENTS


                                                                           Page

Purchase Price; Purchase and Sale..........................................   1

Representations and Warranties.............................................   2

Notice of Breach; Cure and Repurchase......................................   6

Opinions of ounsel.........................................................   7

Closing Items..............................................................   7

Covenants of Seller Sub....................................................   7

Events of Default..........................................................  12

Notices.................................................................... .13

Pledge and Assignment......................................................  13

Third Party and Liquidity Agent Beneficiaries..............................  13

Miscellaneous..............................................................  13

                                      i


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                           RECEIVABLES PURCHASE AGREEMENT

         This Receivables Purchase Agreement (this "Agreement") dated as of
November 26, 1996, is among Market Street Capital Corp., a Delaware
corporation (the "Company"), ES Funding Corporation (the "Seller Sub") and
PNC Bank, National Association, as Administrator and Liquidity Agent.  As of,
and effective on, December 11, 1996 (the "Closing Date") the Seller Sub
hereby sells, assigns, transfers and otherwise conveys and the Company agrees
to purchase, all of the Seller Sub's rights (including, but not limited to,
all of the Seller Sub's right, title and interest in and to the right to
receive payment of the Settlement Receivable Assets), but not its
obligations, (the "Rights") under (i) that certain Purchase and Sale
Agreement (the "Receivables Sale Agreement"), dated as of November 26, 1996,
by and among Envirotest Partners (formerly known as Envirotest/Synterra
Partners) (the "Seller"), a Pennsylvania partnership and the Seller Sub and
(ii) that certain General Release and Settlement Agreement dated December 15,
1995, as amended by Amendment No. 1 to General Release and Settlement
Agreement dated November 26, 1996 (as so amended, the "Settlement Agreement")
by and among the Commonwealth of Pennsylvania (the "Commonwealth"), including
without limitation, its agency the Commonwealth of Pennsylvania, Department
of Transportation, the Seller, Envirotest Systems Corp., a Delaware
corporation, and Envirotest Technologies, Inc., a Delaware corporation. 
Simultaneously with the execution of this Agreement the Company has, pursuant
to the terms of the Liquidity Agreement (as defined below), pledged to the
Liquidity Agent, as agent for the Liquidity Lenders, all of the Company's
right, title and interest in and to the Rights.  On or after the effective
date of this Agreement, the Company may, subject to the pledge to the
Liquidity Agent described in the preceding sentence, assign all of its right,
title and interest in and to the Rights under this Agreement and all of its
rights, title, interests and obligations under the Liquidity Agreement to
Market Street Funding Corporation, a Delaware corporation ("MSFC").  A copy
of the Settlement Agreement is attached hereto as Exhibit A.  Terms used
without definition herein shall have the respective meanings assigned to them
in that certain Liquidity Loan Agreement, dated November 26, 1996 (the
"Liquidity Agreement"), by and among the Company, the Liquidity Lenders from
time to time party thereto, and PNC Bank, National Association, as
Administrator and Liquidity Agent.  

         1.   Purchase Price; Purchase and Sale.  The purchase price (the
"Purchase Price") for the Rights shall be $79,405,707.00, which amount shall
be payable by the Company to the Seller Sub on the Closing Date in
immediately available funds.  On the Closing Date, the Company shall pay the
Purchase Price to the Seller Sub.  If, after the payment in full by the
Commonwealth of the Settlement Receivable Asset (as defined in the
Receivables Sale Agreement) and the payment in full by MSCC and MSFC of any
amounts owing under the Liquidity Agreement and


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payment in full of any Notes maturing not later than the seventy-fifth day
following July 31, 1998, and any amounts owing to the Administrator, the
Company has remaining any portion of the amounts paid in respect of the
Settlement Receivable Assets, the Administrator shall instruct the Company to
pay such amount to the Seller Sub no later than the seventy-fifth day following
July 31, 1998.

         2.   Representations and Warranties.  (a)  The Seller Sub hereby
represents and warrants to the Company as of the Closing that:

              (i)  Organization and Good Standing.  The Seller Sub is a
                   corporation duly formed, validly existing and in good
                   standing under the laws of its state of incorporation,
                   and the Seller Sub has full power and authority to
                   execute, deliver and perform its obligations under this
                   Agreement and the Receivables Sale Agreement and each
                   other document or instrument to be delivered by it
                   hereunder and thereunder, including but not limited to
                   the authority to sell, assign, and transfer the Rights in
                   accordance with this Agreement and in all material
                   respects to own its property and conduct its business as
                   such properties are presently owned and as such business
                   is presently conducted;

              (ii) Due Authorization.  The execution, delivery and
                   performance of this Agreement, the Receivables Sale
                   Agreement and each other document to be delivered
                   hereunder or thereunder, and the consummation of the
                   transactions provided in such documents to which the
                   Seller Sub is a party have been duly authorized by the
                   Seller Sub by all the necessary corporate action on the
                   part of the Seller Sub;

             (iii) Binding Obligation.  Assuming the due authorization,
                   execution and delivery of this Agreement, the Receivables
                   Sale Agreement and each other agreement executed by the
                   Seller Sub in connection therewith by each party thereto
                   other than the Seller Sub, this Agreement, the
                   Receivables Sale Agreement and each such other agreement
                   and all of the obligations of the Seller Sub hereunder
                   and thereunder are the legal, valid and binding
                   obligations of the Seller Sub, enforceable in accordance
                   with the terms of this Agreement

                                      2


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                   and the Receivables Sale Agreement, except as enforceability
                   may be limited by bankruptcy, insolvency, reorganization,
                   moratorium or other laws relating to or affecting creditors'
                   right in general, and except as such enforceability may be
                   limited by general principles of equity (whether such
                   enforceability is considered in a proceeding in equity or
                   at law);

              (iv) No Conflict.  The execution, delivery and performance by
                   the Seller Sub of this Agreement and the Receivables Sale
                   Agreement, the performance by the Seller Sub of the
                   transactions contemplated hereby and thereby and the
                   fulfillment of the terms hereof and thereof by the Seller
                   Sub do not (a) contravene its articles of incorporation
                   or by-laws, (b) violate any provision of, or require any
                   filing (except for the filings under the UCC required
                   hereunder, each of which will be duly filed and will be
                   in full force and effect on the Closing Date),
                   registration, consent or approval under, any law, rule,
                   regulation, order, writ, judgment, injunction, decree,
                   determination or award presently in effect having
                   applicability to the Seller Sub, except for such filings,
                   registrations, consents or approvals as have already been
                   obtained and are in full force and effect, (c) result in
                   a breach of or constitute a default or require any
                   consent under any indenture, loan agreement, credit
                   agreement, deed of trust or any other agreement,
                   contract, lease or instrument to which the Seller Sub is
                   a party or by which it or its assets or properties may be
                   bound or affected except those as to which a consent or
                   waiver has been obtained and is in full force and effect
                   and an executed copy of which has been delivered to the
                   Company, or (d) result in, or require, the creation or
                   imposition of any Lien upon or with respect to any of the
                   properties now owned or hereafter acquired by the Seller
                   Sub other than as specifically contemplated hereby or by
                   the Liquidity Agreement.  

                   "Lien" shall mean any mortgage, pledge, hypothecation,
                   assignment for security, security interest, encumbrance,
                   levy, lien or charge of any kind, whether voluntarily

                                      3


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                   incurred or arising by operation of law or otherwise,
                   affecting any property, including any agreement to grant
                   any of the foregoing, any conditional sale or other title
                   retention agreement, any lease in the nature of a
                   security interest, and the filing of or agreement to file
                   or deliver any financing statement (other than a
                   precautionary financing statement with respect to a lease
                   that is not in the nature of a security interest) under
                   the UCC or comparable law of any jurisdiction; 

              (v)  All Consents Required.  All approvals, authorizations,
                   licenses, consents, orders, or other actions of any
                   Person or of any Governmental Authority required in
                   connection with the execution and delivery by the Seller
                   Sub of this Agreement and the Receivables Sale Agreement,
                   the performance by the Seller Sub of the transactions
                   contemplated hereby and thereby, and the fulfillment by
                   the Seller Sub of the terms hereof and thereof have been
                   obtained, are in full force and effect, and copies
                   thereof have been delivered to the Company;

              (vi) Not an Investment Company.  The Seller Sub is not an
                   "investment company" or a company controlled by an
                   "investment company" within the meaning of the Investment
                   Company Act of 1940, as amended, or is exempt from all
                   provisions of such Act;

             (vii) Proceeds.  No proceeds of the purchase will be used for
                   any purpose that violates Regulations G or U of the
                   Federal Reserve Board;

            (viii) Special Purpose Corporation. The Seller Sub is a newly
                   formed special purpose corporation organized solely for
                   the purposes of the transactions contemplated by this
                   Agreement and the Receivables Sale Agreement and has not
                   engaged in any activities prior to the date hereof;

              (ix) Valid Sale, etc. (A) The Seller Sub is not insolvent and
                   will not be rendered insolvent upon sale of the Rights to
                   the Company; the Seller Sub is not engaged in business or
                   about to engage in business for which the

                                      4


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                   assets remaining with it after the sale of the Rights will
                   be an unreasonably small amount of capital; and the Seller
                   Sub does not intend to incur or believe that it will incur
                   debts beyond its ability to pay as such debts mature; and

                   (B) The consideration received by the Seller Sub upon the
                   sale of the Rights will constitute reasonably equivalent
                   value and fair consideration for the property sold,
                   consistent with terms that would be arrived at on an
                   arm's-length basis; and

              (x)  No Proceedings.  There are no proceedings or
                   investigations pending or, to the best knowledge of the
                   Seller Sub, threatened against the Seller Sub, before any
                   court, regulatory body, administrative agency or other
                   tribunal or governmental instrumentality (i) asserting
                   the invalidity of this Agreement or the Receivables Sale
                   Agreement, (ii) seeking to prevent the consummation of
                   any of the transactions contemplated hereunder or under
                   the Receivables Sale Agreement, (iii) which would
                   adversely affect the performance by the Seller Sub of its
                   obligations hereunder or under the Receivables Sale
                   Agreement, (iv) which would adversely affect the
                   collectibility of the Rights, or (v) seeking any
                   determination or ruling that would adversely affect the
                   validity or enforceability of this Agreement or the
                   Receivables Sale Agreement.  The Seller Sub is not in
                   violation of any order of any court, arbitrator or
                   governmental authority.

         (b)  The Seller Sub hereby represents and warrants with respect to
the Rights and the Receivables Sale Agreement, that as of the Closing Date
and as of each date on which a Note is issued and the date any Liquidity Loan
is made that:

              (i)  Legal Ownership.  No effective financing statement or
                   other instrument similar in effect with respect to the
                   Seller Sub in connection with the Rights is on file in
                   any recording office, except those filed in favor of the
                   Company as contemplated by the Receivables Sale Agreement
                   or this Agreement;

                                       5


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              (ii) Place of Business.  The principal place of business and
                   chief executive office of the Seller Sub is located at
                   Sunnyvale, California, and the Seller Sub keeps its
                   records concerning the Settlement Agreement at such
                   office. Such office shall not be changed without 30 days'
                   prior written notice to the Company and the
                   Administrator;

             (iii) Name. The Seller Sub's complete corporate name is set
                   forth in the preamble to this Agreement, and the Seller
                   Sub does not use and has not during the last six years
                   used any other corporate name, trade name, doing-business
                   name or fictitious name;

              (iv) Ownership. Neither the Seller Sub nor any Affiliate of
                   the Seller Sub has any direct or indirect ownership or
                   other financial interest in the Company or MSFC;

              (v)  No Transfer.  The Seller Sub has not sold, assigned,
                   pledged, conveyed or otherwise transferred the Rights or
                   any interest therein or suffered to exist a material Lien
                   thereon except for the sale and assignment of the Rights
                   to the Company as provided herein and as provided in the
                   Receivables Sale Agreement and shall defend and hold
                   harmless the Company from any Lien or other adverse claim
                   in or to the Rights; and

              (vi) Commonwealth's Obligation.  The Settlement Agreement,
                   including but not limited to the obligation of the
                   Commonwealth to pay the Settlement Receivable Assets, is
                   a legal, valid and binding obligation of the
                   Commonwealth, enforceable against the Commonwealth in
                   accordance with its terms, except as (a) such enforcement
                   may be limited by applicable bankruptcy, insolvency,
                   fraudulent conveyance, moratorium or similar laws
                   affecting the rights of creditors generally and by
                   equitable principles (regardless of whether such
                   enforceability is considered in a proceeding in equity or
                   at law); (b) the indemnification provisions in the
                   Settlement Agreement may not be enforceable to the extent
                   that they may be deemed to be against public policy or
                   relate to or purport to govern indemnification against
                   liabilities under any securities

                                      6


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                   laws; and (c) certain other rights, remedies and other
                   remedial provisions of the Settlement Agreement may not be
                   enforceable, provided that such unenforceability does not
                   render the Settlement Agreement invalid as a whole or
                   substantially interfere with the substantial realization of
                   the principal benefits or security, or both, which the
                   Settlement Agreement purports to provide.

         (c)  The representations and warranties set forth in this Section 2
shall survive the conveyance of the Rights to the Company, and termination of
the rights and obligations of the Company and the Seller Sub under this
Agreement.

         3.   Notice of Breach: Cure and Repurchase.  (a) Upon discovery by
the Company or the Seller Sub of a breach of any of the representations and
warranties in Section 2, the party discovering such breach shall give prompt
written notice to the Administrator and the other parties hereto, within
three Business Days of such discovery.

              (b)  On and after the Closing Date, in the event that any of
the representations and warranties of the Seller Sub as set forth in Sections
2(a) and 2(b)(ii) and (iii) shall not have been true and correct as of the
date such representation or warranty is made (which date shall be the Closing
Date with respect to Section 2(a)), then with respect to Section 2(a) no
later than 180 days, and with respect to Sections 2(b)(ii) and (iii) no later
than 90 days, after receipt by the Seller Sub of written notice of such
breach given by the Company, the Seller Sub shall repurchase and accept a
retransfer of the Rights on the terms and conditions set forth below;
provided, however, that no such repurchase shall be required to be made with
respect to the Rights if, within such 180 or 90 day period, as applicable,
the representations and warranties in Sections 2(a), 2(b)(ii) and (iii) that
triggered such 180 or 90 day period shall then be true and correct in all
material respects. In the event that any of the representations and
warranties set forth in Section 2(b), other than Sections 2(b)(ii) and (iii),
shall not have been true and correct as of the date such representation or
warranty is made, then (i) as of the date of a payment default by the
Commonwealth with respect to the Rights, or (ii) if on and after the date of
such payment default the Company is diligently pursuing its legal rights to
cure such payment default and has a reasonable basis to believe that it will
prevail in its efforts to cure said payment default (and no non-appealable
order has determined to the contrary), 90 days after a payment default by the
Commonwealth with respect to the Rights, the Seller shall repurchase and
accept a retransfer of the Rights on the terms and conditions set forth
below; provided, however, that no such repurchase shall be required to be
made with respect to the

                                      7


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Rights if prior to such payment default or such 90 day period (if applicable)
the representation or warranty which triggered this provision shall then be
true and correct in all material respects.  In consideration of such resale the
Seller Sub shall, on the date of the resale of the Rights, pay to the Company
an amount equal to the sum of the outstanding balance of the Capital on the
date of repurchase and accrued unpaid Discount thereupon accruing after the
date hereof, any broken funding costs and any swap breakage costs relating to
interest hedging agreements effected in connection with this Agreement. Upon
each resale to the Seller Sub of the Rights pursuant to this Section 3(b), the
Company shall automatically and without further action be deemed to sell,
transfer, assign and set-over to the Seller Sub, without recourse,
representation or warranty, all right, title and interest of the Company, in,
to and under the Rights and all monies due or to become due with respect
thereto and all proceeds of the Rights.

              (c)  Upon any reconveyance of the Settlement Receivable Assets
by the Company to the Seller Sub pursuant to Section 3(b), the Company shall
execute and deliver to the Seller Sub instruments of sale and assignment in
such form as shall reasonably be requested by the Seller Sub, in order to
vest in the Seller Sub, or its designee or assignee, all right, title and
interest of the Company in, to and under such Settlement Receivable Assets,
provided, that any such reconveyance shall expressly state that it is made by
the Company without any recourse, representation or warranty. Subject to the
foregoing, the Company shall execute such other documents or instruments of
conveyance or take such other actions as the Seller Sub may reasonably
require to effect any repurchase of the Settlement Receivable Assets pursuant
to Section 3(b).

         4.   Opinions of Counsel. The Seller Sub hereby covenants to the
Company to, simultaneously with the execution hereof, deliver or cause to be
delivered to the Company opinions of counsel as to various matters in form
and substance satisfactory to the Company.

         5.   Closing Items. (a) The Seller Sub hereby agrees to furnish to
the Company at or prior to the Closing Date any and all information,
documents, certificates, letters and opinions with respect to this Agreement,
the Liquidity Agreement, the Receivables Sale Agreement, the Seller Sub's
corporate documents and all other program documents and the transactions
contemplated thereby that are reasonably requested by the Company.

         (b)  The Seller Sub hereby agrees to furnish to the Company at or
prior to the Closing Date executed copies of this Agreement, the Receivables
Sale Agreement and all documents contemplated hereby or thereby.

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         6.   Covenants of Seller Sub.  (a) During the term of this
Agreement, and until the Rights sold to the Company shall have been paid in
full or repurchased by the Seller Sub, pursuant to the terms of Section 3(b)
herein, or written-off as uncollectible, and all amounts owed by the Seller
Sub pursuant to this Agreement have been paid, unless the Company otherwise
consents in writing, the Seller Sub covenants and agrees as follows:

              (i)  Compliance with Laws. etc. The Seller Sub shall satisfy
                   all of its obligations to be fulfilled under or in
                   connection with the Rights and maintain in effect all
                   qualifications required under all applicable laws, rules
                   and regulations to the extent required in order to
                   maintain the effectiveness of the conveyance the Rights.

              (ii) Preservation of Corporation.  The Seller Sub shall
                   preserve and maintain its corporate existence.

             (iii) Audits.  At any time and from time to time during the
                   Seller Sub's regular business hours, on reasonable prior
                   notice, the Seller Sub shall, in response to any
                   reasonable request of the Company, permit the Company, or
                   its agents or representatives, at the cost and expense of
                   the Seller Sub, (i) to examine and make copies of and
                   abstracts from all books, records and documents
                   (including, without limitation, computer tapes and disks)
                   in the possession or under the control of the Seller Sub
                   relating to the Rights, and (ii) to visit the offices and
                   properties of the Seller Sub for the purpose of examining
                   such materials and to discuss matters relating to the
                   Rights or the Seller Sub's performance hereunder with any
                   of the officers or employees of the Seller Sub having
                   knowledge thereof or the Seller Sub's independent
                   accountants.

              (iv) Keeping of Records and Books of Account. The Seller Sub
                   shall maintain and implement administrative and operating
                   procedures (including, without limitation, the ability to
                   recreate records evidencing the Rights and the related
                   property with respect thereto conveyed hereunder in the
                   event of the destruction of the originals thereof), and
                   keep and maintain all documents, books,

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                   microfiche, computer records and other information
                   reasonably necessary or advisable for the collection of the
                   Rights and such related property. Such books, microfiche and
                   computer records shall reflect all facts giving rise to
                   the Rights, all payments and credits with respect
                   thereto, and the computer records shall be clearly marked
                   to show the interests of the Company in the Rights and
                   such related property.

              (v)  Continuous Perfection. The Seller Sub shall not change
                   its name or identity in any manner which might make any
                   financing or continuation statement filed hereunder
                   misleading within the meaning of Section 9-402(7) of the
                   UCC (or any other then applicable provision of the UCC)
                   unless the Seller Sub shall have given at least 30 days'
                   prior written notice thereof to the Company and shall
                   have taken all action prior to making such change (or
                   made arrangements to take such action substantially
                   simultaneously with such change if it is impossible to
                   take such action substantially simultaneously with such
                   change if it is impossible to take such action in
                   advance) necessary or advisable in the opinion of the
                   Company to amend such financing statement or continuation
                   statement so that it is not misleading and so that it
                   continues to perfect the interests of the Company, the
                   Liquidity Agent and the Liquidity Lenders with the
                   priority required by this Agreement and the Liquidity
                   Agreement.  The Seller Sub shall neither change the
                   address of its chief executive office nor change the
                   location of its principal records concerning the Rights
                   unless it has given the Company or the Administrator at
                   least 30 days' prior written notice of its intent to do
                   so and has taken such action as is necessary or advisable
                   to cause the interest of the Company, the Liquidity Agent
                   and the Liquidity Lenders in the Rights to continue to be
                   perfected with the priority required by this Agreement
                   and the Liquidity Agreement.  The Seller Sub will at all
                   times maintain its principal executive office and any
                   other office at which it maintains records relating to
                   the Rights within the United States of America.

                                      10


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              (vi) Further Action. The Seller Sub shall make, execute or
                   endorse, acknowledge, and file or deliver to the Company
                   and the Liquidity Agent from time to time such schedules,
                   confirmatory assignments, conveyances, transfer
                   endorsements, powers of attorney, certificates, reports
                   and other assurances or instruments and take such further
                   steps relating to the Rights and other rights covered by
                   this Agreement, as the Company or the Liquidity Agent may
                   request and reasonably require including executing and
                   delivering to the Company or the Liquidity Agent any
                   instruments, financing or continuation statements or
                   other writings reasonably necessary or desirable to
                   maintain the perfection or priority of the Company's
                   ownership interest in the Rights under the UCC or other
                   applicable law.  At any time at the request of the
                   Company or the Administrator, the Seller Sub shall
                   deliver to, and sign any bills, statements and letters or
                   other writings necessary to carry out the terms and
                   provisions of this Agreement and to facilitate the
                   collection of the Rights.

             (vii) Filings.  The Seller Sub shall record and file, at its
                   expense, on or prior to the Closing Date any financing
                   statement with respect to the Rights meeting the
                   requirements of applicable state law in such manner and
                   in such jurisdictions as are necessary under the
                   applicable UCC to perfect the sale of the Rights from the
                   Seller Sub to the Company, and shall deliver a
                   file-stamped copy of such financing statement or other
                   evidence of such filings (which may, for purposes of this
                   paragraph, consist of telephone confirmations of such
                   filings) to the Company.

            (viii) Third Parties. If a third party, including a potential
                   purchaser of the Rights, inquires, the Seller Sub will
                   promptly indicate that the Rights have been sold to the
                   Company, and the Seller Sub will not claim any ownership
                   interest in the Rights.

              (ix) Payment Instructions. The Seller Sub will not instruct
                   the Commonwealth to remit any payments with respect to
                   the Rights to any

                                      11


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                   location other than the escrow account established under
                   that certain Base Settlement Amount Escrow Agent Agreement,
                   dated as of the date hereof, by and among the Company, MSFC,
                   and PNC Bank, National Association, as Escrow Agent, as
                   Liquidity Agent and as Administrative Agent.

              (x)  Bankruptcy.  The Seller Sub will not institute any
                   bankruptcy proceedings against the Company before the
                   expiration of one year and one day after the Company's
                   latest maturing Notes shall have been paid in full.


              (xi) Business Character.  The Seller Sub shall not engage in
                   any activities other those contemplated by or in
                   furtherance of this Agreement, the Receivables Sale
                   Agreement and the Liquidity Agreement.

             (xii) Amendments. The Seller Sub shall not make any amendments
                   to its articles of incorporation or by-laws or any of the
                   terms of, or waive any performance under, this Agreement
                   or the Receivables Sale Agreement, without the written
                   consent of the Company and the Administrator.

            (xiii) Reports. The Seller Sub shall deliver to the Company:

                   (A) Within ninety (90) days after the end of each fiscal
                   year of Seller Sub, consolidated balance sheets of Seller
                   Sub and the related consolidated statements of income
                   showing the financial condition of Seller Sub as of the
                   close of such fiscal year and the results of operations
                   during such year, and a consolidated statement of cash
                   flows, as of the close of such fiscal year, setting
                   forth, in each case, in comparative form the
                   corresponding figures for the preceding year, all the
                   foregoing consolidated financial statements to be
                   reported on by, and to carry the report (acceptable in
                   form and content to Purchaser) of an independent public
                   accountant of national standing acceptable to Purchaser;

                   (B) Promptly upon becoming aware thereof, notice of (1)
                   the commencement of, or any

                                      12


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                   determination in, any legal judicial or regulatory
                   proceedings involving or directly relating to the Seller
                   Sub, (2) any dispute between Seller Sub and any governmental
                   or regulatory body, (3) any event or condition which in any
                   case of (1) or (2) if adversely determined, would have a
                   material adverse effect on (A) the validity or
                   enforceability of this Agreement, or (B) the ability of
                   Seller Sub to fulfill its obligations under this Agreement
                   and (4) any change in the business, operations or financial
                   condition of Seller Sub, including, without limitation, the
                   insolvency of Seller Sub.

             (xiv) Perfected Security Interest.  It is the express intent of
                   the Seller Sub and the Company that the purchase of the
                   Rights hereunder shall constitute a sale of "accounts"
                   and/or of "general intangibles" and the "proceeds"
                   thereof, as each such term is used in Article 9 of the
                   UCC, which sale is absolute and irrevocable and provides
                   the Company with the full benefits of ownership of the
                   Rights.  It is, further, not the intention of the Seller
                   Sub and the Company that such conveyance be deemed a
                   grant of a security interest in the Rights by the Seller
                   Sub to the Company to secure a debt or other obligation
                   of the Seller Sub. Nevertheless, in the event that,
                   notwithstanding the intent of the parties, the Rights are
                   found by a court of law to continue to be the property of
                   the Seller Sub, then (i) this Agreement also shall be
                   deemed to and hereby is a security agreement within the
                   meaning of the UCC, and (ii) the conveyance by the Seller
                   Sub provided for in this Agreement shall be deemed to be
                   and the Seller Sub hereby grants to the Company a
                   security interest in and to all of the Seller Sub's
                   right, title and interest in the Rights, all monies due
                   or to become due with respect thereto on and after the
                   Closing Date and all proceeds of such Rights to secure
                   (1) the rights of the Company under this Agreement, and
                   (2) a loan to the Seller Sub in the amount of the
                   Purchase Price plus the Discount thereon as set forth in
                   the Liquidity Agreement.  The Seller Sub shall, to the
                   extent consistent with this Agreement, take such actions
                   as may be necessary to ensure that, if this

                                      13


<PAGE>

                   Agreement were deemed to create a security interest in the
                   Rights, such security interest would be deemed to be a
                   perfected security interest of first priority in favor of
                   the Company under applicable law and will be maintained as
                   such throughout the term of this Agreement.

              (xv) No Broker's Fees. No broker, investment banker, agent or
                   other Person (other than the Company and the Liquidity
                   Agent) is entitled to any commission or compensation from
                   the Seller Sub in connection with the sale to the Company
                   of the Rights.

             (xvi) Information.  All information, exhibits, financial
                   statements, documents, books, records or reports
                   furnished or to be furnished at any time by or on behalf
                   of the Seller Sub to the Administrator in connection with
                   this Agreement is or will be accurate in all material
                   respects as of the date so furnished.

         (b)  During the term of this Agreement, and until the Rights sold
to the Company shall have been paid in full or repurchased by the Seller Sub,
pursuant to the terms of Section 3(b) herein, or written-off as
uncollectible, and all amounts owed by the Seller Sub pursuant to this
Agreement have been paid, unless the Company otherwise consents in writing,
the Seller Sub covenants and agrees that it shall not:

              (i)  engage in any business or activity other than those set
                   forth in Article III of its certificate of incorporation;

              (ii) incur any indebtedness, or assume or guaranty any
                   indebtedness of any other entity, other than (A)
                   indebtedness arising from the salaries, fees and expenses
                   to its professional advisors and counsel, directors,
                   officers and employees, (B) other indebtedness on account
                   of incidentals or services supplied or furnished to the
                   Seller Sub, and (C) in the ordinary course of the Seller
                   Sub's business as set forth in Article III of its
                   certificate of incorporation:

             (iii) dissolve or liquidate, in whole or in part, consolidate
                   or merge with or into any other entity or convey or
                   transfer its properties and assets substantially as an
                   entirety to

                                      14


<PAGE>

                   any entity other than in the ordinary course of the Seller
                   Sub's business as set forth in Article III of its
                   certificate of incorporation;

              (iv) delete, amend, supplement or otherwise modify any
                   provision of its certificate of incorporation;

              (v)  amend, supplement or otherwise modify any part of
                   Articles II, III, IV, V or X of the by-laws of the Seller
                   Sub; or

              (vi) increase or reclassify the capital stock of the Seller
                   Sub or issue any additional shares of capital stock of
                   the Seller Sub.

             (vii) take any corporate action in connection with (A) any
                   merger of the Seller Sub into, or consolidation or
                   amalgamation of the Seller Sub with, any other person or
                   entity or (B) any merger of any other person or entity
                   into the Seller Sub.


         7.   Events of Default.  In the event that any of the Seller Sub's
representations and warranties in Section 2 of this Agreement or any of the
Seller Sub's covenants in Section 6 of this Agreement has been breached, the
Seller Sub shall be in default under this Agreement.

         8.   Notices. All communications hereunder shall be in writing and
effective only upon receipt and, if sent to the Company, will be mailed,
delivered or telegraphed and confirmed to it at Market Street Capital Corp.,
c/o AMACAR Group, L.L.C., 6707-D Fairview Road, Charlotte, North Carolina
28210, attention of Douglas K. Johnson, with a copy to PNC Bank, National
Association, 5th and Wood Street, One PNC Plaza - 3rd Floor, Pittsburgh,
Pennsylvania 15265 attention of Richard J. Hendrix or, if sent to the Seller
Sub, will be mailed, delivered or telegraphed and confirmed to it at ES
Funding Corporation, c/o Envirotest Systems Corp., 246 Sobrante Way,
Sunnyvale, CA, 94086 attention of President, with a copy to Envirotest
Systems Corp., 6903 Rockledge Drive, Ste. 214, Bethesda, Maryland 20817,
attention of Chester Davenport.

         9.   Pledge and Assignment.  The Seller Sub acknowledges and agrees
that (i) the Company shall be entitled to pledge its interest in the Rights
under this Agreement to the Liquidity Agent, as agent for the Liquidity
Lenders, pursuant to the terms of the Liquidity Agreement and (ii) the
Company shall be entitled to assign its right, title and interest in the
Rights under this Agreement to MSFC.  All references to

                                      15


<PAGE>

the Company in this Agreement shall be deemed to include its assignee to the
extent of such assignment. This Agreement shall bind and inure to the benefit
of and be enforceable by the Company and the respective permitted assigns of
the Company.

         10.  Third Party and Liquidity Agent Beneficiaries.  Each of MSFC
and the Liquidity Agent (on behalf of itself and on behalf of the Liquidity
Lenders) are an express third party beneficiary of this Agreement.  The
representations, warranties, covenants and agreements made by the Seller Sub
in this Agreement are also made for the benefit of MSFC and the Liquidity
Agent, and may be enforced by or on behalf of, MSFC (or the Administrator on
behalf of MSFC) or the Liquidity Agent (on behalf of itself and the other
Liquidity Lenders) to the same extent that the Company has rights against the
Seller Sub under this Agreement in respect of representations, warranties and
agreements made by the Seller Sub herein and such representations, warranties
and agreements shall survive delivery of this Agreement.

    11.  Miscellaneous.  THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE SUBSTANTIVE LAWS OF THE STATE OF PENNSYLVANIA.  Neither
this Agreement nor any term hereof may be changed, waived, discharged or
terminated except by a writing signed by the party against whom enforcement
of such change, waiver, discharge or termination is sought. This Agreement
may not be changed in any manner which would have a material adverse effect
on the Company or the holders of Notes without the prior written consent of
the Company and the Administrator.  This Agreement may be executed in any
number of counterparts, each of which shall for all purposes be deemed to be
an original and all of which shall together constitute but one and the same
instrument.  This Agreement will inure to the benefit of and be binding upon
the parties hereto and their respective successors and assigns, and no other
person will have any right or obligation hereunder, other than as provided in
Sections 9 and 10 hereof.



                              [SIGNATURE PAGE FOLLOWS]

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                                     EXHIBIT A



                                     See Tab 1. 



<PAGE>

    IN WITNESS WHEREOF, the Company, PNC Bank, National Association, as
Administrator and Liquidity Agent, and the Seller Sub have caused this
Agreement to be duly executed by their respective officers as of the day and
year first above written.



                             MARKET STREET CAPITAL CORP.




                             By: /s/ Douglas K. Johnson
                                -------------------------------
                                Name: Douglas K. Johnson
                                Title: President


                             ES FUNDING CORPORATION




                             By: /s/ C. Michael Alston
                                 --------------------------------
                                Name: C. Michael Alston
                                Title: Vice President


                             PNC BANK, NATIONAL ASSOCIATION
                             as Administrator and as Liquidity Agent


                             By: /s/ William E. Fallon
                                ----------------------------------
                                Name: William E. Fallon
                                Title: Executive Vice President