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                                                                   EXHIBIT 4.11

                          FIFTH SUPPLEMENTAL INDENTURE

        FIFTH SUPPLEMENTAL INDENTURE dated as of August __, 1997, among
ENVIROTEST SYSTEMS CORP., a Delaware corporation (the "Company"), ENVIROTEST
TECHNOLOGIES, INC., a Delaware corporation, REMOTE SENSING TECHNOLOGIES, INC., a
Delaware corporation, ENVIROTEST PARTNERS, a Pennsylvania partnership,
ENVIROTEST ACQUISITION CO., a Delaware corporation, SYSTEMS CONTROL, INC., a
Washington corporation, and ENVIROTEST ILLINOIS, INC., a Delaware corporation
(the "Guarantors"), and FIRST TRUST NATIONAL ASSOCIATION, as Trustee (the
"Trustee").

                                    RECITALS

        WHEREAS, the Company, the Guarantors and the Trustee entered into an
Indenture, dated as of April 1, 1993 (the "Original Indenture"), pursuant to
which the Company issued $125,000,000 in principal amount of its 9 5/8% Senior
Subordinated Notes due 2003 (the "Securities") (capitalized terms used herein
without definition shall have the respective meanings ascribed to them in the
Indenture); and

        WHEREAS, the Company, the Guarantors named therein and the Trustee
amended the Original Indenture by entering into a First Supplemental Indenture
dated as of March 16, 1994 (the "First Supplemental Indenture") in accordance
with Section 9.02 of the Original Indenture; and

        WHEREAS, the Company, the Guarantors named therein and the Trustee
amended the Original Indenture and the First Supplemental Indenture by entering
into a Second Supplemental Indenture dated as of May 28, 1994 (the "Second
Supplemental Indenture") in accordance with Section 9.01 of the Original
Indenture; and

        WHEREAS, the Company, the Guarantors named therein and the Trustee
amended the Original Indenture, the First Supplemental Indenture and the Second
Supplemental Indenture by entering into a Third Supplemental Indenture dated as
of January 30, 1996 (the "Third Supplemental Indenture") in accordance with
Section 9.01 of the Original Indenture; and

        WHEREAS, the Company, the Guarantors named therein and the Trustee
amended the Original Indenture, the First Supplemental Indenture, the Second
Supplemental Indenture and the Third Supplemental Indenture by entering into a
Fourth Supplemental Indenture dated as of March 25, 1997 (the "Fourth
Supplemental Indenture") in accordance with Section 9.01 of the Original
Indenture (as so supplemented and amended by the First Supplemental Indenture,
the Second Supplemental Indenture, the Third Supplemental Indenture and the
Fourth Supplemental Indenture, the "Indenture"); and









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        WHEREAS, Section 9.02 of the Indenture provides that the Company, the
Guarantors and the Trustee may amend or supplement the Indenture with the
written consent of the Holder or Holders of at least a majority in aggregate
principal amount of the outstanding Securities; and

        WHEREAS, all acts and things prescribed by the Indenture, by law and by
the Restated Certificate of Incorporation and the Second Amended and Restated
Bylaws of the Company, of the Guarantors and of the Trustee necessary to make
this Fifth Supplemental Indenture a valid instrument legally binding on the
Company, the Guarantors and the Trustee, in accordance with its terms, have been
duly done and performed; and

        WHEREAS, the written consent to the amendments or supplements to the
Indenture have been obtained from not less than a majority of the Holders in the
aggregate principle amount of the outstanding Securities; and

        WHEREAS, all condition precedent to amend or supplement the Indenture
have been met;

        NOW, THEREFORE, to comply with the provisions of the Indenture, and in
consideration of the above premises, the Company, the Guarantors, and the
Trustee covenant and agree to the equal and proportionate benefit of the
respective Holders of the Securities as follows:

                                    ARTICLE 1

        Section 1.01. This Fifth Supplemental Indenture is supplemental to the
Indenture and does and shall be deemed to form a part of, and shall be construed
in connection with and as part of, the Indenture for any and all purposes,
including but not limited to discharge of the Indenture as provided in Article 8
of the Indenture.

        Section 1.02. Definitional Amendments.

(1)     ab     Section 1.1 of the Indenture is hereby amended by deleting the
               word "and" appearing before "(vi)" in the definition of
               "Permitted Investment".

        (2)    abSection 1.1 of the Indenture is hereby amended by adding a new
               section to the end of the definition of "Permitted Investment"
               which reads in its entirety:

               and (vii) on and after the initial Consent Payment Obligation
               Date, Investments by the Company or any of its Subsidiaries not
               to exceed (together with Restricted Payments made pursuant to the
               third paragraph of Section 4.3) $10.0 million in the aggregate;
               provided, however, that









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               such amount may be increased, at the election of the Company,
               which election may be made at any time prior to September 30,
               1997, up to $20.0 million (which election may be made in one or
               two equal $5.0 million installments) if for each increase of $5.0
               million the Company agrees to pay to the Consenting Holders an
               amount equal to .5% of the principal amount of Notes to which
               such Holder's consent relates.

(3)     ab     Section 1.1 of the Indenture is hereby amended by deleting the
               word "or" appearing before the second "(iii)" in the definition
               of Restricted Payment.

        (4)    abSection 1.1 of the Indenture is hereby amended by adding a new
               section to the end of the definition of "Restricted Payment"
               which reads in its entirety:

               ,or (iv) any payment to the holders of the Company's 9 1/8%
               Senior Notes due 2001 in respect of the consent solicitation of
               such holders being effected pursuant to the Company's Consent
               Solicitation Statement dated August 4, 1997 (as supplemented on
               August 8, 1997).

(5)     ab     Section 1.1 of the Indenture is amended to include the following
               definitions:

               "9 1/8% Notes Offer" means an offer (which offer may contain
               conditions (other than with respect to any buy back of any of the
               Company's outstanding equity securities) customarily contained in
               debt tender offers) by the Company to the holders of the
               Company's 9 1/8% Senior Notes due 2001 to purchase up to $50
               million aggregate principal amount of such securities at a price
               of 100% plus accrued and unpaid interest or pursuant to a "Dutch
               Auction" tender offer with a top range of 100% plus accrued and
               unpaid interest.

               "Consenting Holder" shall mean the holder of the Notes who duly
               consented to the Proposed Amendments set forth in the Company's
               Consent Solicitation Statement dated August 4, 1997 (as
               supplemented on August 8, 1997).

               "Consent Payment" means, the Initial Payment and, for each Option
               Increase, the Optional Increase Payment, if applicable.

               "Consent Payment Date" means the earlier of (i) five Business
               Days after the expiration of the 9 1/8% Notes Offer and (ii)
               September 30, 1997.

               "Consent Payment Obligation Date", means the date the 9 1/8%
               Notes Offer expires; provided that on or after such date the
               Company accepts









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               (subject to the terms and conditions of such offer) securities
               validly tendered pursuant to and in accordance with the terms of
               such offer.

               "Initial Payment" means, for each Consenting Holder who duly
               consented to the Proposed Amendments set forth in the Company's
               Consent Solicitation Statement dated August 4, 1997 (as
               supplemented on August 8, 1997), 1.0% of the principal amount of
               Securities to which such Consenting Holder's consent relates.

               "Optional Increase" shall mean the exercise by the Company of its
               election to increase the amount of Investments permitted to be
               made by subsection (vii) of the definition of Permitted
               Investments and the amount of Restricted Payments permitted to be
               made by the third paragraph of Section 4.3.

               "Optional Increase Payment" shall mean the amount required to be
               paid to Consenting Holders as a consequence of the exercise by
               the Company of any Optional Increase.

        Section 1.03. Amendments to Article IV.

        a.     A  new paragraph is added to the end of Section 4.3 which reads
               in its entirety:

                      Notwithstanding anything herein to the contrary, on and
               after the initial Consent Payment Obligation Date the provisions
               of this Indenture will not prohibit or restrict in any way the
               Company or any of its Subsidiaries from making other Restricted
               Payments not to exceed (together with Permitted Investments made
               pursuant to subsection (vii) of the definition of Permitted
               Investments) $10.0 million in the aggregate; provided, however,
               that such amount may be increased, at the election of the
               Company, which election may be made at any time prior to
               September 30, 1997, up to $20.0 million (which election may be
               made in one or two equal $5.0 million installments) if for each
               increase of $5.0 million the Company agrees to pay to the
               Consenting Holders an amount equal to .5% of the principal amount
               of Notes to which such Holder's consent relates. The payment of
               each Restricted Payment paid in accordance with this paragraph
               shall be counted for purposes of computing amounts expended
               pursuant to clause (c) of the first paragraph of this Section
               4.3.

        Section 1.04. Addition of New Section.

        a.     A Section 13.16 is added which reads in its entirety:








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               SECTION 13.16 Consent Payments.

                      On or prior to a Consent Payment Date, the Company shall
               deposit with the Paying Agent (other than the Company, a
               Guarantor or an Affiliate of the Company or Guarantor) U.S. Legal
               Tender sufficient to pay the Initial Payment or the Optional
               Increase Payment, as applicable, to all Consenting Holders, and
               upon such payment the Company shall be deemed for all purposes
               hereunder to have made such Consent Payments to the Consenting
               Holders. If the Consent Payment Date is a Legal Holiday, payment
               shall be made on the next succeeding Business Day and no 
               interest shall accrue for the period from such Consent Payment
               Date to such succeeding Business Day. Any Consent Payment shall
               be paid to each Consenting Holder notwithstanding that such
               Consenting Holder is no longer the registered owner on the
               Consent Payment Date of the Securities to which such Consenting
               Holder's consent related. The Paying Agent shall promptly return
               to the Company any U.S. Legal Tender so deposited which is not
               required for that purpose upon the written request of the
               Company.

                      In addition, on or prior to a Consent Payment Date, the
               Company shall mail a notice by first class mail, postage prepaid,
               to the Trustee and each Consenting Holder. At the Company's
               request, the Trustee shall give such notice in the Company's name
               and at the Company's expense. Each such notice shall state: (i)
               the Consent Payment Date; (ii) the number of Optional Increases
               exercised, if applicable; (iii) the amount of the Consent
               Payment; (iv) the name, address and telephone number of the
               Paying Agent; (iv) the CUSIP number of the Securities to which
               the Consent Payment relates; and (v) that the notice is being
               sent pursuant to this Section 13.16.

                                    ARTICLE 2

        Section 2.01. Except as specifically modified herein, the Indenture and
the Securities are in all respects ratified and confirmed and shall remain in
full force and effect in accordance with their terms.

        Section 2.02. Except as otherwise expressly provided herein, no duties,
responsibilities or liabilities are assumed or shall be construed to be assumed,
by the Trustee by reason of this Fifth Supplemental Indenture. This Fifth
Supplemental Indenture is executed and accepted by the Trustee subject to all
the terms and conditions set forth in the Indenture with the same force and
effect as if those terms and conditions were repeated at length herein and made
applicable to the Trustee with respect hereto.

        Section 2.03. The laws of the State of New York shall govern this Fifth













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Supplemental Indenture without regard to principles of conflicts of law. The
Trustee, the Company and the Guarantors agree to submit to the jurisdiction of
the courts of the State of New York in any action or proceeding arising out of
or relating to this Fifth Supplemental Indenture.

        Section 2.04. The parties may sign any number of copies of this Fifth
Supplemental Indenture. Each signed copy shall be an original, but all of such
executed copies together shall represent the same agreement.


                                   SIGNATURES

        IN WITNESS WHEREOF, the parties hereto have caused this Fifth
Supplemental Indenture to be duly executed, all as of the date first written
above.

                                     COMPANY

                                     ENVIROTEST SYSTEMS CORP.


                                     By: /s/ F. Robert Miller
                                        ----------------------------------
                                        Name:  F. Robert Miller
                                        Title: CEO


                                     INITIAL GUARANTOR

                                     ENVIROTEST TECHNOLOGIES, INC.


                                     By: /s/ F. Robert Miller
                                        ----------------------------------
                                        Name:  F. Robert Miller
                                        Title: CEO


                                     ENVIROTEST PARTNERS

                                     By:  ENVIROTEST SYSTEMS, CORP.
                                          its general partner


                                     By: /s/ F. Robert Miller
                                        ----------------------------------
                                        Name:  F. Robert Miller
                                        Title: CEO




                                     REMOTE SENSING TECHNOLOGIES, INC.








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                                     By: /s/ F. Robert Miller
                                        ---------------------------------
                                        Name:  F. Robert Miller
                                        Title: CEO


                                     ENVIROTEST ACQUISITION CO.


                                     By: /s/ F. Robert Miller
                                        ----------------------------------
                                        Name:  F. Robert Miller
                                        Title: CEO








                                     SYSTEMS CONTROL, INC.


                                     By: /s/ F. Robert Miller
                                        ----------------------------------
                                        Name:
                                        Title: CEO


                                     ENVIROTEST ILLINOIS, INC.


                                     By: /s/ F. Robert Miller
                                        ----------------------------------
                                        Name:
                                        Title: CEO

[Seal]

Attest:_________________________


                                    FIRST TRUST NATIONAL
                                    ASSOCIATION, as Trustee



                                     By: /s/ Richard H. Prokosch
                                        ----------------------------------
                                        Name:
                                        Title: Trust Officer


Attest: /s/ K. Banett
       --------------------------