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                                                                    EXHIBIT 10-F

                                 AMENDMENT NO. 1

                                       TO

                    AMENDED AND RESTATED EMPLOYMENT AGREEMENT

     This Amendment No. 1 to Amended and Restated Employment Agreement (this
"Amendment") is made and entered into by and between Veritas DGC Inc., a
Delaware corporation (hereinafter referred to as "Employer"), and David B.
Robson, an individual currently resident in Houston, Texas (hereinafter referred
to as "Employee"), effective as of November 14, 2001.

                                   WITNESSETH:

     WHEREAS, Employer and Employer entered into an Amended and Restated
Employment Agreement (the "Agreement") dated effective October 22, 2001 (the
"Agreement");

     WHEREAS, Employer and Employee have agreed to make certain modifications to
the Agreement to clarify certain aspects of the agreement not to compete;

     NOW, THEREFORE, in consideration of the mutual promises contained herein
and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, Employer and Employee agree as follows:

Amendment of Agreement.

         Paragraphs (b) and (c) of Section 12 of the Agreement entitled
"Non-Competition; Non-Solicitation; No Hire" are deleted in their entirety and
replaced with the following:

               (a) Employee agrees that, effective as of the Effective Date and
     for a period that includes the term of this Agreement and (i) eighteen (18)
     months thereafter in the event of a termination of Employee's employment
     with Employer described in Section 6(c) or Section 6(d) (such applicable
     period being referred to herein as the "Non-Compete Period"), Employee
     shall not, without the prior written consent of Employer, directly or
     indirectly, anywhere in the world, engage, invest, own any interest, or
     participate in, consult with, render services to, or be employed by any
     business, person, firm or entity that is in competition with the "Business"
     (as defined in Section 12(d)) of Employer or any of its subsidiaries or
     affiliates, except for the account of Employer and its subsidiaries and
     affiliates; provided, however, that during the Non-Compete Period Employee
     may acquire, solely as a passive investment, not more than five percent
     (5%) of the outstanding shares or other units of any security of any entity
     subject to the requirements of Section 13 or 15(d) of the Exchange Act.
     Employee acknowledges that a remedy at law for any breach or attempted
     breach of this covenant

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     not to compete will be inadequate and further agrees that any breach of
     this covenant not to compete will result in irreparable harm to Employer,
     and, accordingly, Employer shall, in addition to any other remedy that may
     be available to it, be entitled to specific performance and temporary and
     permanent injunctive and other equitable relief (without proof of actual
     damage or inadequacy of legal remedy) in case of any such breach or
     attempted breach. Employee acknowledges that this covenant not to compete
     is being provided as an inducement to Employer to enter into this Agreement
     and that this covenant not to compete contains reasonable limitations as to
     time, geographical area and scope of activity to be restrained that do not
     impose a greater restraint than is necessary to protect the goodwill or
     other business interest of Employer. Whenever possible, each provision of
     this covenant not to compete shall be interpreted in such a manner as to be
     effective and valid under applicable law but if any provision of this
     covenant not to compete shall be prohibited by or invalid under applicable
     law, such provision of this covenant not to compete shall be prohibited by
     or invalid under applicable law, such provision shall be ineffective to the
     extent of such prohibition or invalidity, without invalidating the
     remaining provisions of this covenant not to compete. If any provision of
     this covenant not to compete shall, for any reason, be judged by any court
     of competent jurisdiction to be invalid or unenforceable, such judgment
     shall not affect, impair or invalidate the remainder of this covenant not
     to compete but shall be confined in its operation to the provision of this
     covenant not to compete directly involved in the controversy in which such
     judgment shall have been rendered. In the event that the provisions of this
     covenant not to compete should ever be deemed to exceed the time or
     geographic limitations permitted by applicable laws, then such provision
     shall be reformed to the maximum time or geographic limitations permitted
     by applicable law.

               (b) In addition to the restrictions set forth in Section 12(a),
     Employee agrees that, during the Non-Compete Period, Employee will not,
     either directly or indirectly, (i) make known to any person, firm or entity
     that is in competition with the Business of Employer or any of its
     subsidiaries or affiliates the names and addresses of any of the suppliers
     or customers of Employer or any of its subsidiaries or affiliates,
     potential customers of Employer or any of its subsidiaries or affiliates
     upon whom Employer or any of its subsidiaries or affiliates has called upon
     in the last twelve (12) months or contacts of Employer or any of its
     subsidiaries or affiliates or any other information pertaining to such
     persons, or (ii) call on, solicit, or take away, or attempt to call on,
     solicit or take away any of the suppliers or customers of Employer or any
     of its subsidiaries or affiliates, whether for Employee or for any other
     person, firm or entity.

               (c) Regardless of the reason for any termination of Employee's
     employment, effective as of the Effective Date and for a period that
     includes the term of this Agreement and twelve (12) months thereafter,
     Employee will not, either on his own account or for any other person, firm,
     partnership, corporation, or other entity (i) solicit any employee of
     Employer or any of its subsidiaries or affiliates to leave such employment;
     or (ii) induce or attempt to induce any such employee to breach her or his
     employment agreement with Employer or any of its subsidiaries or
     affiliates.

Section 2. Effect of Amendment.

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     Except as expressly provided in this Amendment, the Agreement remains
unchanged and in full force and effect.

     IN WITNESS WHEREOF, the undersigned, intending to be legally bound, have
executed this Agreement as to be effective as of the Effective Date.

                                       EMPLOYER:

                                       VERITAS DGC INC.


                                       By:
                                           -------------------------------------
                                           Brian F. MacNeill
                                           Chairman
                                           Compensation Committee
                                           of the Board of Directors


                                       EMPLOYEE:


                                       -----------------------------------------
                                       David B. Robson