AMENDMENT NO. 3

                              TO CONTRACT NO. L-90-5140
                                    BY AND BETWEEN
             THE METROPOLITAN GOVERNMENT OF NASHVILLE AND DAVIDSON COUNTY
                                         AND
                               ENVIROTEST SYSTEMS CORP.
                        (FORMERLY HAMILTON TEST SYSTEMS, INC.)

    This Amendment to Contract No. L-90-5140 is made effective this 19th day
of December, 1995, by and between the Metropolitan Government of Nashville and
Davidson County (hereinafter "Metropolitan Government"), and Envirotest Systems
Corp. (hereinafter "Contractor") the successor corporate name for Hamilton Test
Systems, Inc. a for-profit corporation, authorized to do business in the State
of Tennessee and having its principal offices and place of business at Phoenix,
Maricopa County, Arizona.

    WHEREAS, the Metropolitan Government of Nashville and Davidson County has a
contract (No. L-90-5140) with Contractor to operate the light duty motor vehicle
inspection and maintenance program in Davidson County; and

    WHEREAS, Section 24 of the Contract provides for an additional 3-year term
of the Contract to December 31, 1998 if the Metropolitan Government decides to
continue the program;

    WHEREAS, the Metropolitan Government gave notice to Contractor of its
decision to continue the program by letter dated May 15, 1995 and Contractor
exercised its right to extend the contract by letter dated August 1, 1995; and 

    WHEREAS, the Metropolitan Government has received and will continue to
receive $1.10 for each motor vehicle registered and tested in Davidson County;
and

    WHEREAS, Contractor has foregone any price increase to the public in the
additional 3-year term; and



    WHEREAS, the amendment is in the public's best interests, and pursuant to
Section 24 of Contract No. L-90-5140, it must be approved by the Metropolitan
Council prior to taking effect.

    NOW, THEREFORE, for good valuable consideration, the parties agree to amend
Contracts No. L-90-5140 as follows:

    1.   Section 3, entitled TERM, is hereby amended by deleting "1995" and in
its place substituting "1998".

    2.   Section 2, entitled CONSIDERATION, is hereby amended by deleting the
last sentence thereof and substituting instead the following:

    In consideration of the exclusive right to inspect Light-Duty Motor
    Vehicles, excepting Fleets, for compliance with Regulation No. 8 granted by
    this Contract, and in consideration of the expenses relating to the
    Metropolitan Government's duty to supervise the vehicle inspection program
    and to perform its obligations under this Contract, the Contractor shall
    remit to the Metropolitan Government one dollar and ten cents ($1.10) for
    each Light-Duty Motor Vehicle registered in Davidson County pursuant to
    Chapter 4 of Title 55 of the Tennessee Code Annotated it shall inspect in
    Davidson County, exclusive of the one free re-test allowed by Regulation
    No. 8.

    3.   All other terms and conditions of Contract No. L-90-5140, as amended,
shall remain in full force and effect.

    4.   This Amendment No. 3 shall not take effect until approved by
Resolution of the Metropolitan Council as provided in Section 24 of this
Contract.

    WHEREFORE, in reliance upon the premises and representations made
hereinabove, the Metropolitan Government of Nashville and Davidson County and
Envirotest Systems Corp., hereby acknowledge and execute this Amendment No. 3 to
Contract No. L-90-5140, effective on the date first stated above and as shown by
the signatures of their authorized representatives herein below.

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THE METROPOLITAN GOVERNMENT                 ENVIROTEST SYSTEMS CORP.
OF NASHVILLE AND DAVIDSON COUNTY:

/S/ DIRECTOR OF HEALTH                      /s/ Chester C. Davenport
- - -----------------------------------         --------------------------------
DIRECTOR OF HEALTH                          PRESIDENT AND CHIEF
                                            EXECUTIVE OFFICER


CHAIRMAN, METROPOLITAN BOARD OF HEALTH

APPROVED AS TO AVAILABILITY OF FUNDS:

/s/ Director of Finance
- - -----------------------------------
DIRECTOR OF FINANCE

APPROVED AS TO LEGALITY OF 
FORM AND COMPOSITION:

/S/ METROPOLITAN ATTORNEY
- - ---------------------------
METROPOLITAN ATTORNEY

APPROVED AS TO PURCHASING
PROCEDURES:

/S/ PURCHASING AGENT
- - -----------------------------------
PURCHASING AGENT

/S/ METROPOLITAN COUNTY MAYOR
- - -----------------------------------
METROPOLITAN COUNTY MAYOR

ATTEST:

/S/ METROPOLITAN CLERK
- - -----------------------------------
METROPOLITAN CLERK

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