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                                                                    EXHIBIT 10-B




                                VERITAS DGC INC.
                             (FORMERLY DIGICON INC.)
                  1992 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
                   (AS AMENDED AND RESTATED DECEMBER 9, 1998)


1.   Purpose of the Plan. The purpose of the Veritas DGC Inc. 1992 Non-Employee
     Director Stock Option Plan ("Plan") is to attract the services of
     experienced and knowledgeable non-employee directors and provide an
     opportunity for ownership by such non-employee directors of the common
     stock, $.01 par value ("Common Stock"), of Veritas DGC Inc., a Delaware
     corporation ("Company").

2.   Administration of the Plan. The Plan shall be administered by the Board of
     Directors of the Company or any committee duly appointed thereby ("Board").
     Subject to the terms of the Plan, the Board shall have the power to
     interpret the provisions and supervise the administration of the Plan. All
     decisions made by the Board pursuant to the provisions of the Plan shall be
     made by a majority of its members at a duly held regular or special meeting
     or by written consent in lieu of any such meeting.

3.   Stock Reserved for the Plan. The maximum number of shares of Common Stock
     which may at any time be subject to outstanding options issued under the
     Plan is 600,000. The Company shall reserve for issuance pursuant to the
     Plan such number of shares of Common Stock as may from time to time be
     subject to options granted pursuant to the Plan. Should any option expire
     or be canceled prior to its exercise in full, the shares theretofore
     subject to such option may again be made subject to an option under the
     Plan.

4.   Grant of Options. Each director of the Company who is not otherwise an
     employee of the Company or any of the Company's subsidiaries (as defined in
     Section 425(f) of the Internal Revenue Code of 1986, as amended)
     (hereinafter referred to as an "Eligible Director") and who is a member of
     the Board after December 31, 1996 (the "Effective Date") shall be granted
     on each Date of Grant (as defined below) (provided that on such Date of
     Grant such Eligible Director is a member of the Board) one option to
     acquire 5,000 shares of Common Stock (the "Option"). The exercise price per
     share of Common Stock of the Option granted to an Eligible Director shall
     be the Fair Market Value of the Common Stock on the Date of Grant.

     Special Provision for Newly-Elected Directors. In the case of a director
     who is initially elected or appointed to the Board between Dates of Grant,
     the Board may in its discretion grant an option to such newly elected or
     appointed director for a number of shares of Common Stock not to exceed
     5,000; provided that any such option shall have an exercise price of at
     least equal to the fair market value of the Common Stock on its date of
     grant.

     For the purposes of this paragraph 4, the following terms shall have the
     following meanings:



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                  (x) "Date of Grant" means March 11, 1997, and thereafter the
                  date of the first meeting of the Board in each year after the
                  Effective Date on which an Eligible Director is a member of
                  the Board.

                  (y) "Fair Market Value" of a share of Common Stock on any date
                  shall be (i) the closing sales price on the Date of Grant of a
                  share of Common Stock as reported on the principal securities
                  exchange on which shares of the Common Stock have been listed
                  or admitted to trading or (ii) if not so reported, the average
                  of the average closing bid and asked prices for a share of
                  Common Stock on the Date of Grant as quoted on the National
                  Association of Securities Dealers Automated Quotation System
                  ("NASDAQ") or (iii) if not quoted on the NASDAQ, the average
                  of the average closing bid and asked prices for a share of
                  Common Stock on the Date of Grant as quoted by the National
                  Association of Securities Dealers' OTC Bulletin Board System.
                  If the price of a share of Common Stock shall not be so
                  reported, the Fair Market Value of a share of Common Stock
                  shall be determined by the Board in its absolute discretion.

5.   Option Agreement. Each Option granted under the Plan shall be evidenced by
     an agreement, in a form approved by the Board, which shall be subject to
     the terms and conditions of the Plan. Any agreement may contain such other
     terms, provisions and conditions as may be determined by the Board and that
     are not inconsistent with the Plan.

6.   Term of Options. Each Option granted will be exercisable as to 25% of the
     shares of Common Stock covered by such Option at any time after the Date of
     Grant and as to an additional 25% on each anniversary thereafter until the
     third anniversary of the Date of Grant, following which the Option will be
     exercisable in full; provided, however, that no Option shall be exercisable
     after the expiration of ten years from the Date of Grant; and, provided
     further, that each Option shall be subject to earlier termination,
     expiration or cancellation as provided in the Plan.

7.   Procedure for Exercise. Options shall be exercised by written notice to the
     Company setting forth the number of shares of Common Stock with respect to
     which the Option is to be exercised and specifying the address to which the
     certificates for such shares are to be mailed. Such notice shall be
     accompanied by cash or certified check, bank draft, or postal or express
     money order payable to the order of the Company in an amount equal to the
     product obtained by multiplying the Option exercise price times the number
     of shares of the Common Stock with respect to which the Option is then
     being exercised. As promptly as practicable after receipt of such written
     notification and payment, the Company shall deliver to the optionee a
     certificate or certificates for the number of shares with respect to which
     such Option has been so exercised, issued in the optionee's name; provided,
     however, that such delivery shall be deemed effected for all purposes when
     a stock transfer agent of the Company shall have 



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     deposited such certificates in the United States mail, addressed to the
     optionee, at the address specified pursuant to this paragraph 7.

8.   Assignability. An Option shall not be assignable or otherwise transferable
     except by will, by the laws of descent and distribution or pursuant to a
     qualified domestic relations order ("QDRO") as defined by the Internal
     Revenue Code of 1986, as amended, and the rules and regulations in effect
     from time to time thereunder and Title I of the Employee Retirement Income
     Security Act, as amended, and the rules and regulations in effect from time
     to time thereunder. During an optionee's lifetime an Option shall be
     exercisable only by the optionee.

9.   Effect of Termination.

     i.   In the event of the death of an optionee, the Options granted to him
          may be exercised (to the extent he would have been entitled to do so
          at the date of his death) at any time and from time to time by the
          executor or administrator of his estate or by the person or persons to
          whom his rights under the Options shall pass by will or the laws of
          descent and distribution, but in no event may the Option be exercised
          after the earlier of (i) one year from the optionee's death or (ii)
          its expiration.

     ii.  If an optionee ceases to be a director of the Company, the Options
          granted to him may be exercised (to the extent he would have been
          entitled to do so at the date that he ceases to be a director) at any
          time and from time to time thereafter prior to the earlier of (i) one
          year from the optionee's cessation of service as a director or (ii)
          expiration of the Option.

     iii. No transfer of an Option by an optionee by will or by the laws of
          descent and distribution or pursuant to a QDRO shall be effective to
          bind the Company unless the Company shall have been furnished with
          written notice of the same and an authenticated copy of the will, the
          QDRO and such other evidence as the Board may deem necessary to
          establish the validity of the transfer and the acceptance of the
          transferee or transferees of the terms and conditions of such Option
          and the terms and provisions of the Plan.

10.  No Rights as Stockholder. No optionee shall have any rights as a
     stockholder with respect to shares covered by an Option until the date of
     issuance of a stock certificate or certificates for such shares of Common
     Stock.

11.  Extraordinary Corporate Transactions. New options may be substituted for
     the Options granted under the Plan, or the Company's duties as to Options
     outstanding under the Plan may be assumed, by a corporation other than the
     Company, or by a parent or subsidiary of the Company, or such corporation,
     in connection with any merger, consolidation, acquisition, separation,
     reorganization, liquidation or like occurrence in which the Company is
     involved. Notwithstanding the foregoing or the provisions of paragraph 15
     hereof, in the event such corporation, or parent or 



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     subsidiary of the Company or such corporation, does not substitute new
     Options for, and substantially equivalent to, the Options granted
     hereunder, or assume the Options granted hereunder, the Options granted
     hereunder shall be canceled, immediately prior to the effective date of
     such event, and, in full consideration of such cancellation, and the
     optionee to whom the Option was granted shall be paid an amount in cash
     equal to the excess of (i) the value, as determined by the Board in its
     absolute discretion, of the property (including cash) received by the
     holder of a share of Common Stock as a result of such event less (ii) the
     exercise price of the Option.

12.  Change of Control. If, at any time, a person, entity or group (including,
     in each case, all other persons, entities or groups controlling, controlled
     by, or under common control with or acting in concert or concurrently with,
     such person, entity or group) shall hold, purchase or acquire beneficial
     ownership (including without limitation power to vote) of 50% or more of
     the then outstanding shares of the Company's Common Stock, then any portion
     of the Options which have not yet become exercisable shall thereupon become
     immediately exercisable, and, except with respect to the limitations set
     forth in paragraph 6 hereof, the limitations set forth above as to the
     earliest date at which an option may be exercised shall thereupon become
     null and void and of no further effect whatsoever.

13.  Investment Representation. Each option agreement shall contain an agreement
     that, upon demand by the Board for such a representation, the optionee (or
     any person acting under paragraph (9(i)) shall deliver to the Company at
     the time of any exercise of an option a written representation that the
     shares to be acquired upon such exercise are to be acquired for investment
     and not for resale or with a view to the distribution thereof or such other
     representation as the Board deems advisable. Upon such demand, delivery of
     such representation, prior to the delivery of any shares issued upon
     exercise of an Option and prior to the expiration of the option period,
     shall be a condition precedent to the right of the optionee or such other
     person to purchase any shares.

14.  Amendments or Termination. The Board may amend, alter or discontinue the
     Plan; provided, however, that, without the approval of the Company's
     stockholders, no amendment shall (i) increase the number of shares subject
     to the Plan; (ii) modify the requirements as to eligibility for
     participation in the Plan; or (iii) modify the number or time at which
     Options may be granted.

15.  Changes in Company's Capital Structure. The existence of outstanding
     Options shall not affect in any way the right or power of the Company or
     its stockholders to make or authorize any or all adjustments,
     recapitalizations, reorganizations or other changes in the Company's
     capital structure or its business, or any merger or consolidation of the
     Company, or any issuance of Common Stock or any bonds, debentures,
     preferred or prior preference stock ahead of or affecting the Common Stock
     or the rights thereof, or the dissolution or liquidation of the Company, or
     any sale or transfer of all or any part of its assets or business, or any
     reorganization or other corporate act or proceeding, whether of a similar
     character or otherwise; provided, however, that if the 



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     outstanding shares of Common Stock of the Company shall at any time be
     changed or exchanged by declaration of a stock dividend, stock split,
     combination of shares, or recapitalization, the number and kind of shares
     then subject to any outstanding Option shall be appropriately and equitably
     adjusted so as to maintain the proportionate number of shares without
     changing the aggregate option price of any outstanding Option.

16.  Compliance with Other Laws and Regulations. The Plan, the grant and
     exercise of Options thereunder, and the obligation of the Company to sell
     and deliver shares under such Options, shall be subject to all applicable
     federal and state laws, rules and regulations and to such approvals by any
     governmental or regulatory agency or national securities exchange as may be
     required. The Company shall not be required to issue or deliver any
     certificates for shares of Common Stock prior to the completion of any
     registration or qualification of such shares under any federal or state
     law, or any ruling or regulation of any government body or national
     securities exchange which the Company shall, in its sole discretion,
     determine to be necessary or advisable.

17.  Effective Date and Term of the Plan. The Plan was adopted by the Board of
     Directors on October 29, 1992, and approved by the stockholders of the
     Company at the annual meeting on December 17, 1992, and amended and
     restated by the Board on February 17, 1997, and on December 9, 1998.



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