<PAGE>

                                                                    EXHIBIT 10-A


                    AMENDED AND RESTATED EMPLOYMENT AGREEMENT


         This Amended and Restated Employment Agreement (this "Agreement") is
made and entered into by and between Veritas DGC Inc., a Delaware corporation
(hereinafter referred to as "Employer"), and Matthew D. Fitzgerald, an
individual currently resident in Houston, Texas (hereinafter referred to as
"Employee"), effective as of October 22, 2001 (the "Effective Date").

                                   WITNESSETH:

         WHEREAS, attendant to Employee's employment by Employer, Employer and
Employee wish for there to be a complete understanding and agreement between
Employer and Employee with respect to, among other terms, Employee's duties and
responsibilities to Employer; the compensation and benefits owed to Employee;
the fiduciary duties owed by Employee to Employer; Employee's obligation to
avoid conflicts of interest, disclose pertinent information to Employer, and
refrain from using or disclosing Employer's information; and the term of
Employee's employment;

         WHEREAS, Employer considers the establishment and maintenance of a
sound and vital management to be essential to protecting and enhancing its best
interests and the best interests of its stockholders;

         WHEREAS, Employer recognizes that, because Employer is a publicly held
company and as is the case with many such companies, the possibility of a change
in control may exist and that such possibility, and the uncertainty and
questions which it may raise among management, may result in the departure or
distraction of management personnel to the detriment of Employer and its
stockholders;

         WHEREAS, the Board of Directors of Employer (the "Board") has
determined that appropriate steps should be taken to reinforce and encourage the
continued attention and dedication of members of Employer's management,
including Employee, to their assigned duties without distraction in the face of
the potentially disturbing circumstances arising from the possibility of a
change in control of Employer;

         WHEREAS, Employer recognizes that Employee could suffer adverse
financial and professional consequences if a change in control of Employer were
to occur;

         WHEREAS, Employer and Employee have previously entered into that
certain Employment Agreement effective as of March 9, 2001 (the "Original
Employment Agreement"); and

         WHEREAS, Employer and Employee wish to enter into this Agreement to
amend and restate the Original Employment Agreement to, among other things,
protect Employee if a change in control of Employer occurs, thereby encouraging
Employee to remain in the employ of Employer and not to be distracted from the
performance of his duties to Employer by the possibility of a change in control
of Employer;


<PAGE>



         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:

Section 1. General Duties of Employer and Employee.

                  (a) Employer agrees to employ Employee and Employee agrees to
accept employment by Employer and to serve Employer in an executive capacity as
its Executive Vice President, Chief Financial Officer & Treasurer. At the
commencement of this Agreement, Employee will report to the Chairman & Chief
Executive Officer of Employer. The powers, duties and responsibilities of
Employee as Executive Vice President, Chief Financial Officer & Treasurer
include those duties that are the usual and customary powers, duties and
responsibilities of such office, including those powers, duties and
responsibilities specified in Employer's Bylaws, and such other and further
duties appropriate to such position as may from time to time be assigned to
Employee by the Chairman & Chief Executive Officer of Employer or the Board.

                  (b) While employed hereunder, Employee will devote
substantially all reasonable and necessary time, efforts, skills and attention
for the benefit of and with his primary attention to the affairs of Employer in
order that he may faithfully perform his duties and obligations. The preceding
sentence will not, however, be deemed to restrict Employee from attending to
matters or engaging in activities not directly related to the business of
Employer, provided that (i) such activities or matters are reasonable in scope
and time commitment and not otherwise in violation of this Agreement, and (ii)
Employee will not become a director of any corporation or other entity
(excluding charitable or other non-profit organizations) without prior written
disclosure to, and consent of, Employer.

                  (c) Employee is currently based at Employer's headquarters
located at 10300 Town Park, Houston, Texas (the "Place of Employment").

                  (d) Employee agrees and acknowledges that during the term of
this Agreement, he owes a fiduciary duty of loyalty, fidelity and allegiance to
act at all times in the best interests of Employer and to do no act knowingly
which would injure Employer's business, its interests or its reputation.

Section 2. Compensation and Benefits.

                  (a) Employer will pay to Employee during the term of this
Agreement a base salary at the rate of $225,000 per annum (such base salary as
increased by the Compensation Committee of the Board as hereinafter provided is
referred to herein as the "Base Salary"). The Compensation Committee of the
Board will review the Base Salary from time to time and, during the term of this
Agreement, may increase, but may not decrease, the Base Salary. The Base Salary
will be paid to Employee in equal installments every two weeks or on such other
schedule as Employer may establish from time to time for its management
personnel.

                  (b) During each fiscal year during the term of this Agreement,
Employee will be eligible to participate in that year's Key Contributor
Incentive Compensation Plan or other replacement incentive or bonus plan
Employer establishes for its key executives.



                                      -2-
<PAGE>


                  (c) Employee will be eligible for option grants to purchase
shares of Employer's common stock, $.01 par value ("Common Stock"), or other
equity securities of Employer as provided under Employer's Key Contributor
Incentive Compensation Plan (or other replacement incentive or bonus plan
Employer establishes for its key executives).

                  (d) Employee will be entitled to paid vacation of not less
than four (4) weeks each year. Vacation may be taken by Employee at the time and
for such periods as may be mutually agreed upon between Employer and Employee.

                  (e) Employee will be reimbursed in accordance with Employer's
normal expense reimbursement policy for all of the actual and reasonable costs
and expenses incurred by him in the performance of his services and duties
hereunder, including, but not limited to, travel and entertainment expenses.
Employee will furnish Employer with all invoices and vouchers reflecting amounts
for which Employee seeks Employer's reimbursement.

                  (f) Employee will be entitled to participate in all insurance
and retirement plans, incentive compensation plans (at a level appropriate to
his position) and such other benefit plans or programs as may be in effect from
time to time for the key management employees of Employer including, without
limitation, those related to savings and thrift, retirement, welfare, medical,
dental, disability, salary continuance, accidental death, travel accident, life
insurance, incentive bonus, membership in business and professional
organizations, and reimbursement of business and entertainment expenses.

                  (g) Employer will pay or reimburse Employee for all membership
fees (other than initiation fees), dues and assessments relating to Employee's
current golf club membership at River Bend Country Club, Sugarland, Texas.

                  (h) All Base Salary, bonus and other payments made by Employer
to Employee pursuant to this Agreement will be subject to such payroll and
withholding deductions as may be required by law and other deductions applied
generally to employees of Employer for insurance and other employee benefit
plans in which Employee participates.

Section 3. Fiduciary Duty; Confidentiality.

                  (a) In keeping with Employee's fiduciary duties to Employer,
Employee agrees that he will not knowingly take any action that would create a
conflict of interest with Employer, or upon discovery thereof, allow such a
conflict to continue. In the event that Employee discovers that such a conflict
exists, Employee agrees that he will disclose to the Board any facts which might
involve a conflict of interest that has not been approved by the Board.

                  (b) As part of Employee's fiduciary duties to Employer,
Employee agrees to protect and safeguard Employer's information, ideas,
concepts, improvements, discoveries, and inventions and any proprietary,
confidential and other information relating to Employer or its business
(collectively, "Confidential Information") and, except as may be required by
Employer, Employee will not knowingly, either during his employment by Employer
or thereafter, directly or indirectly, use for his own benefit or for the
benefit of another, or disclose to another, any Confidential Information, except
(i) with the prior written consent of Employer; (ii) in the course



                                      -3-
<PAGE>



of the proper performance of Employee's duties under this Agreement; (iii) for
information that becomes generally available to the public other than as a
result of the unauthorized disclosure by Employee; (iv) for information that
becomes available to Employee on a nonconfidential basis from a source other
than Employer or its affiliated companies who is not bound by a duty of
confidentiality to Employer; or (v) as may be required by any applicable law,
rule, regulation or order.

                  (c) Upon termination of his employment with Employer, Employee
will immediately deliver to Employer all documents in Employee's possession or
under his control which embody any of Employer's Confidential Information.

                  (d) In addition to the foregoing provisions of this Section 3,
and effective as of the Effective Date, Employee agrees to enter into an
Employee Confidentiality and Intellectual Property Agreement with Employer, a
copy of which is attached hereto as Exhibit A.

Section 4. Term.

         Employee's employment with Employer, having previously commenced, will
continue until terminated in accordance with Section 5.

Section 5. Termination.

                  (a) Employee's employment with Employer hereunder will
terminate upon the first to occur of the following:

                           (1) The death or "Disability" (as defined in Section
                  5 (b) hereof) of Employee;

                           (2) Employer terminates such employment for "Cause"
                  (as defined in Section 5(c) hereof);

                           (3) Employee terminates such employment for "Good
                  Reason" (as defined in Section (d) hereof);

                           (4) Employer terminates such employment for any
                  reason other than Cause or for no reason at all;

                           (5) Employee terminates such employment for any
                  reason other than Good Reason or for no reason at all; or

                           (6) Employee's sixty-fifth (65th) birthday, at which
                  time Employee will continue to be employed by Employer as an
                  employee at will.

                  (b) As used in this Agreement, "Disability" means permanent
and total disability (within the meaning of Section 22(e)(3) of the Internal
Revenue Code of 1986, as amended (the "Code"), or any successor provision) which
has existed for at least 180 consecutive days.


                                      -4-
<PAGE>



                  (c) As used in this Agreement, "Cause" means:

                           (1) the willful and continued failure by Employee to
                  substantially perform his obligations under this Agreement
                  (other than any such failure resulting from his Disability)
                  after a demand for substantial performance has been delivered
                  to him by the Board which specifically identifies the manner
                  in which the Board believes Employee has not substantially
                  performed such provisions and Employee has failed to remedy
                  the situation within ten (10) days after such demand;

                           (2) Employee's willfully engaging in conduct
                  materially and demonstrably injurious to the property or
                  business of Employer, including without limitation, fraud,
                  misappropriation of funds or other property of Employer, other
                  willful misconduct, gross negligence or conviction of a felony
                  or any crime of moral turpitude; or

                           (3) Employee's material breach of this Agreement
                  which breach has not been remedied by Employee within ten (10)
                  days after receipt by Employee of written notice from Employer
                  that he is in material breach of the Agreement, specifying the
                  particulars of such breach.

For purposes of this Agreement, no act, or failure to act, on the part of
Employee shall be deemed "willful" or engaged in "willfully" if it was due
primarily to an error in judgment or negligence, but shall be deemed "willful"
or engaged in "willfully" only if done, or omitted to be done, by Employee not
in good faith and without reasonable belief that his action or omission was in
the best interest of Employer. Notwithstanding the foregoing, Employee shall not
be deemed to have been terminated as a result of "Cause" hereunder unless and
until there shall have been delivered to Employee a copy of a resolution duly
adopted by the affirmative vote of not less than three-quarters of the Board
then in office at a meeting of the Board called and held for such purpose (after
reasonable notice to Employee and an opportunity for Employee, together with his
counsel, to be heard before the Board), finding that, in the good faith opinion
of the Board of Directors, Employee has committed an act set forth above in this
Section 5(c) and specifying the particulars thereof in detail. Nothing herein
shall limit the right of Employee or his legal representatives to contest the
validity or propriety of any such determination.

                  (d) As used in this Agreement, "Good Reason" means:

                           (1) Employer's failure to comply with any of the
                  provisions of Section 2 of this Agreement (including, but not
                  limited to, such a failure resulting from any reduction in the
                  Base Salary) which failure is not remedied within ten (10)
                  days after receipt of written notice from Employee specifying
                  the particulars of such breach;

                           (2) Employer's breach of any other material provision
                  of this Agreement which is not remedied within ten (10) days
                  after receipt by Employer of written notice from Employee
                  specifying the particulars of such breach;



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<PAGE>



                           (3) the assignment to Employee of any duties
                  materially inconsistent with Employee's position (including
                  status, offices, titles, and reporting requirements), duties,
                  functions, responsibilities, or authority as contemplated by
                  Section 1 of this Agreement or other action by Employer that
                  results in a diminution (other than an isolated,
                  inconsequential or insubstantial diminution which is remedied
                  by Employer promptly after receipt of written notice thereof
                  given by Employee) in such position, duties, functions,
                  responsibilities or authority; or

                           (4) the relocation of Employee's principal place of
                  performance of his duties and responsibilities under this
                  Agreement to a location more than one hundred miles (100)
                  miles from the Place of Employment;

                           (5) After a "Change in Control" (as defined in
                  Section 6(g) hereof), (i) Employer's failure to continue in
                  effect any benefit or compensation plan (including, but not
                  limited to, any bonus, incentive, retirement, supplemental
                  executive retirement, savings, profit sharing, pension,
                  performance, stock option, stock purchase, deferred
                  compensation, life insurance, medical, dental, health,
                  hospital, accident or disability plans) in which Employee is
                  participating at the time of such Change in Control (or plans
                  providing to Employee, in the aggregate, substantially similar
                  benefits as the benefits enjoyed by Employee under the benefit
                  and compensation plans in which Employee is participating at
                  the time of such Change in Control), or (ii) the taking of any
                  action by Employer that would adversely affect Employee's
                  participation in or materially reduce Employee's benefits
                  under any of such plans or deprive Employee of any material
                  fringe benefit enjoyed by Employee at the time of such Change
                  in Control;

                           (6) Any failure by Employer to comply with Section
                  11(c); or

                           (7) Any purported termination of Employee's
                  employment by Employer which is not effected pursuant to a
                  Notice of Termination satisfying the requirements of Section
                  5(e) hereof (and for purposes of this Agreement, no such
                  purported termination shall be effective).

                  (e) Any termination by Employer or Employee of Employee's
employment with Employer (other than any such termination occurring on
Employee's sixty-fifth (65th) birthday) shall be communicated by written notice
(a "Notice of Termination") to the other party that shall:

                           (1) indicate the specific provision of this Agreement
                  relied upon for such termination;

                           (2) indicate the specific provision of this Agreement
                  pursuant to which Employee is to receive compensation and
                  other benefits as a result of such termination; and

                           (3) otherwise comply with the provisions of this
                  Section 5(e) and Section 13(a).



                                      -6-
<PAGE>


If a Notice of Termination states that Employee's employment with Employer has
been terminated as a result of Employee's Disability, the notice shall (i)
specifically describe the basis for the determination of Employee's Disability,
and (ii) state the date of the determination of Employee's Disability, which
date shall be not more than ten (10) days before the date such notice is given.
If the notice is from Employer and states that Employee's employment with
Employer is terminated by Employer as a result of the occurrence of Cause, the
Notice of Termination shall specifically describe the action or inaction of
Employee that Employer believes constitutes Cause and shall be accompanied by a
copy of the resolution satisfying Section 5(c). If the Notice of Termination is
from Employee and states that Employee's employment with Employer is terminated
by Employee as a result of the occurrence of Good Reason, the Notice of
Termination shall specifically describe the action or inaction of Employer that
Employee believes constitutes Good Reason. Any purported termination by Employer
of Employee's employment with Employer shall be ineffective unless such
termination shall have been communicated by Employer to Employee by a Notice of
Termination that meets the requirements of this Section 5(e) and the provisions
of Section 13(a).

                  (f) As used in this Agreement, "Date of Termination" means:

                           (1) if Employee's employment with Employer is
                  terminated for Disability, sixty (60) days after Notice of
                  Termination is received by Employee or any later date
                  specified therein, provided that within such sixty (60) day
                  period Employee shall not have returned to full-time
                  performance of Employee's duties;

                           (2) if Employee's employment with Employer is
                  terminated as a result of Employee's death, the date of death
                  of Employee;

                           (3) if Employee's employment with Employer is
                  terminated for Cause, the date Notice of Termination,
                  accompanied by a copy of the resolution satisfying Section
                  5(c), is received by Employee or any later date specified
                  therein, provided that Employer may, in its discretion,
                  condition Employee's continued employment upon such
                  considerations or requirements as may be reasonable under the
                  circumstances and place a reasonable limitation upon the time
                  within which Employee will comply with such considerations or
                  requirements;

                           (4) if Employee's employment with Employer is
                  terminated upon the occurrence of Employee's sixty-fifth
                  (65th) birthday, the date of such birthday, at which time
                  Employee will continue to be employed by Employer as an
                  employee at will; or

                           (5) if Employee's employment with Employer is
                  terminated for any reason other than Employee's Disability,
                  Employee's death, Cause or the occurrence of Employee's
                  sixty-fifth (65th) birthday, or for no reason, the date that
                  is fourteen (14) days after the date of receipt of the Notice
                  of Termination.



                                      -7-
<PAGE>


Section 6. Effect of Termination.

                  (a) Upon termination of Employee's employment by Employer for
Cause, or by Employee for no reason or any reason other than Good Reason, all
compensation and benefits will cease upon the Date of Termination other than:
(i) those benefits that are provided by retirement and benefit plans and
programs specifically adopted and approved by Employer for Employee that are
earned and vested by the Date of Termination, (ii) as provided in Section 10,
(iii) Employee's Base Salary through the Date of Termination; (iv) any incentive
compensation due Employee if, under the terms of the relevant incentive
compensation arrangement, such incentive compensation was due and payable to
Employee on or before the Date of Termination; and (v) medical and similar
benefits the continuation of which is required by applicable law or provided by
the applicable benefit plan.

                  (b) Upon termination of Employee's employment due to the death
of Employee or upon termination by Employer due to the Disability of Employee,
all compensation and benefits will cease upon the Date of Termination other
than: (i) those benefits that are provided by retirement and benefit plans and
programs specifically adopted and approved by Employer for Employee that are
earned and vested by the Date of Termination, (ii) as provided in Section 10,
(iii) Employee's Base Salary through the Date of Termination; (iv) any incentive
compensation due Employee if, under the terms of the relevant incentive
compensation arrangement, such incentive compensation was due and payable to
Employee on or before the Date of Termination; and (v) medical and similar
benefits the continuation of which is required by applicable law or provided by
the applicable benefit plan.

                  (c) Upon termination of this Agreement due to Employee's
reaching his sixty-fifth (65th) birthday, Employee will continue to be employed
by Employer as an employee at will.

                  (d) Except as otherwise provided in Section 6(e), if
Employee's employment with Employer is terminated (i) by Employer for no reason
or for any reason other than Cause, the death or Disability of Employee, or
Employee's reaching his sixty-fifth (65th) birthday, or (ii) by Employee for
Good Reason, the obligations of Employer and Employee under Sections 1 and 2
will terminate as of the Date of Termination, and Employer will pay or provide
to Employee the following:

                           (1) Employee's Base Salary through the Date of
                  Termination;

                           (2) incentive compensation due Employee, if any,
                  under the terms of the relevant incentive compensation
                  arrangement;

                           (3) during the two-year period ending on the second
                  anniversary of the Date of Termination, Employer shall pay to
                  Employee an aggregate amount (the "Severance Payment") equal
                  to two (2) times Employee's Base Salary at the highest annual
                  rate in effect on or before the Date of Termination (but prior
                  to giving effect to any reduction therein which precipitated
                  such termination), which Severance Payment will be paid to
                  Employee in equal installments every two weeks during such
                  two-year period; provided, however, that at any time during



                                      -8-
<PAGE>


                  such two-year period Employer may, in its discretion, elect to
                  pay to Employee the then remaining balance of the Severance
                  Payment in the form of a lump sum cash payment; and

                           (4) if immediately prior to the Date of Termination
                  Employee (and, if applicable, his spouse and/or dependents)
                  was covered under Employer's group medical, dental, health and
                  hospital plan in effect at such time, then Employer shall, at
                  its election, pay or provide to Employee one (but not both) of
                  the following:

                              (i)   for one (1) year after the Date of
                                    Termination, and provided that Employee has
                                    timely elected under the Consolidated
                                    Omnibus Budget Reconciliation Act of 1985,
                                    as amended ("COBRA"), to continue coverage
                                    under such plan, Employer will, at no
                                    greater cost or expense to Employee than was
                                    the case immediately prior to the Date of
                                    Termination, maintain such continued
                                    coverage in full force and effect; or

                              (ii)  pay to Employee a lump sum cash payment (the
                                    "Section 6(d)(4)(ii) Payment") equal to the
                                    sum of:

                                    (A)      an amount equal to (I) twelve (12),
                                             multiplied by (II) the amount of
                                             the applicable monthly COBRA
                                             premium (determined based upon the
                                             applicable COBRA premium rate in
                                             effect immediately after the Date
                                             of Termination) Employee would pay
                                             if Employee elected under COBRA to
                                             maintain coverage identical to the
                                             coverage Employee (and, if
                                             applicable, his spouse and/or
                                             dependents) had under such plan
                                             immediately prior to the Date of
                                             Termination; plus

                                    (B)      an amount equal to the excess of
                                             (I) an amount determined by
                                             dividing (x) the amount determined
                                             under Section 6(d)(4)(ii)(A) above,
                                             by (y) one (1) minus the sum of the
                                             following which shall be determined
                                             for the calendar year that includes
                                             the date of payment of the Section
                                             6(d)(4)(ii) Payment and shall be
                                             expressed as a decimal: (i) the
                                             highest marginal U.S. federal
                                             income tax rate applicable to
                                             individuals for such calendar year,
                                             plus (ii) the highest foreign,
                                             state, provincial and/or local
                                             individual income tax rate or
                                             rates, if any, to which the Section
                                             6(d)(4)(ii) Payment is subject for
                                             such calendar year (which shall be
                                             determined based on the assumption
                                             that Employee pays income tax to



                                      -9-
<PAGE>


                                             any such foreign, state, provincial
                                             or local jurisdiction at the
                                             highest marginal rate of income tax
                                             imposed by such jurisdiction on
                                             individuals), plus, (iii) the
                                             Hospital (Medicare) Insurance tax
                                             rate under Section 3101(b) of the
                                             Code (or any corresponding
                                             successor statute) for such
                                             calendar year, over (II) the amount
                                             determined under Section
                                             6(d)(4)(ii)(A) above.

Except as otherwise provided above and in Section 10, all other compensation and
benefits will cease upon the Date of Termination other than the following: (i)
those benefits that are provided by retirement and benefit plans and programs
specifically adopted and approved by Employer for Employee that are earned and
vested by the Date of Termination, (ii) any rights Employee or his survivors may
have under any grants of options to purchase Employer's Common Stock or under
any grants of restricted stock of Parent; and (iii) medical and similar benefits
the continuation of which is required by applicable law or as provided by the
applicable benefit plan. As a condition to making the payments and providing the
benefits specified in this Section 6(d), Employer will require that Employee
execute a release of all claims Employee may have against Employer at the time
of Employee's termination. Such release will be in substantially the same form
as Exhibit B attached hereto.

                  (e) If (i) a "Change in Control" (as defined in Section 6(g)
hereof) shall have occurred, and (ii) within two (2) years after such Change in
Control Employee's employment with Employer is terminated (x) by Employer for no
reason or for any reason other than Cause, the death or Disability of Employee,
or Employee's reaching his sixty-fifth (65th) birthday, or (y) by Employee for
Good Reason, the obligations of Employer and Employee under Sections 1 and 2
will terminate as of the Date of Termination, Section 6(d) above shall not
apply, and Employer will pay or provide to Employee:

                           (1) Employee's Base Salary through the Date of
                  Termination;

                           (2) incentive compensation due Employee, if any,
                  under the terms of the relevant incentive compensation
                  arrangement;

                           (3) within thirty (30) days after the Date of
                  Termination, a lump sum cash payment equal to three (3) times
                  the sum of:

                              (i)   Employee's Base Salary at the highest annual
                                    rate in effect on or before the Date of
                                    Termination (but prior to giving effect to
                                    any reduction therein which precipitated
                                    such termination), plus

                              (ii)  An amount equal to the greater of:

                                    (A)      the average of the incentive
                                             bonuses paid to Employee for the
                                             last three (3) full fiscal years of
                                             Employer ending before the Date of
                                             Termination



                                      -10-
<PAGE>



                                             (or, if Employee was not employed
                                             by Employer hereunder for such last
                                             three (3) full fiscal years, the
                                             average of the incentive bonuses
                                             paid to Employee for the number of
                                             full fiscal years of Employer
                                             ending before the Date of
                                             Termination during which Employee
                                             was employed by Employer
                                             hereunder);

                                    (B)      the incentive bonus paid to
                                             Employee for the last full fiscal
                                             year of Employer ending before the
                                             Date of Termination; or

                                    (C)      an amount equal to Employee's Base
                                             Salary described in Section
                                             6(e)(3)(i) multiplied by Employee's
                                             target percentage under the Key
                                             Contributor Incentive Compensation
                                             Plan or other replacement incentive
                                             or bonus plan of Employer for the
                                             fiscal year which includes the Date
                                             of Termination;

                           (4) if immediately prior to the Date of Termination
                  Employee (and, if applicable, his spouse and/or dependents)
                  was covered under Employer's group medical, dental, health and
                  hospital plan in effect at such time, then Employer shall, at
                  its election, pay or provide to Employee one (but not both) of
                  the following:

                              (i)   for eighteen (18) months after the Date of
                                    Termination, and provided that Employee has
                                    timely elected under COBRA to continue
                                    coverage under such plan, Employer will, at
                                    no greater cost or expense to Employee than
                                    was the case immediately prior to the Date
                                    of Termination, maintain such continued
                                    coverage in full force and effect; or

                              (ii)  pay to Employee a lump sum cash payment (the
                                    "Section 6(e)(4)(ii) Payment") equal to the
                                    sum of:

                                    (A)      an amount equal to (I) eighteen
                                             (18), multiplied by (II) the amount
                                             of the applicable monthly COBRA
                                             premium (determined based upon the
                                             applicable COBRA premium rate in
                                             effect immediately after the Date
                                             of Termination) Employee would pay
                                             if Employee elected under COBRA to
                                             maintain coverage identical to the
                                             coverage Employee (and, if
                                             applicable, his spouse and/or
                                             dependents) had under such plan
                                             immediately prior to the Date of
                                             Termination; plus



                                      -11-
<PAGE>


                                    (B)      an amount equal to the excess of
                                             (I) an amount determined by
                                             dividing (x) the amount determined
                                             under Section 6(e)(4)(ii)(A) above,
                                             by (y) one (1) minus the sum of the
                                             following which shall be determined
                                             for the calendar year that includes
                                             the date of payment of the Section
                                             6(e)(4)(ii) Payment and shall be
                                             expressed as a decimal: (i) the
                                             highest marginal U.S. federal
                                             income tax rate applicable to
                                             individuals for such calendar year,
                                             plus (ii) the highest foreign,
                                             state, provincial and/or local
                                             individual income tax rate or
                                             rates, if any, to which the Section
                                             6(e)(4)(ii) Payment is subject for
                                             such calendar year (which shall be
                                             determined based on the assumption
                                             that Employee pays income tax to
                                             any such foreign, state, provincial
                                             or local jurisdiction at the
                                             highest marginal rate of income tax
                                             imposed by such jurisdiction on
                                             individuals), plus, (iii) the
                                             Hospital (Medicare) Insurance tax
                                             rate under Section 3101(b) of the
                                             Code (or any corresponding
                                             successor statute) for such
                                             calendar year, over (II) the amount
                                             determined under Section
                                             6(e)(4)(ii)(A) above; and

                           (5) the following shall occur immediately upon the
                  occurrence of such Change in Control:

                              (i)   each option to acquire Common Stock or other
                                    equity securities of Employer held by
                                    Employee immediately prior to such Change in
                                    Control shall become fully exercisable,
                                    regardless of whether or not the vesting
                                    conditions set forth in the relevant stock
                                    option agreement have been satisfied in
                                    full, and shall remain fully exercisable for
                                    the remainder of the ten-year term of such
                                    option; and

                              (ii)  all restrictions on any restricted Common
                                    Stock or other equity securities of Employer
                                    granted to Employee prior to such Change in
                                    Control shall be removed and such Common
                                    Stock or other equity securities shall be
                                    freely transferable (subject to applicable
                                    securities laws), regardless of whether the
                                    conditions set forth in the relevant
                                    restricted stock agreements have been
                                    satisfied in full.

As a condition to making the payments and providing the benefits specified in
this Section 6(e), Employer will require that Employee execute a release of all
claims Employee may have against



                                      -12-
<PAGE>


Employer at the time of Employee's termination. Such release will be in
substantially the same form as Exhibit B attached hereto.

                  (f) Notwithstanding anything contained in this Agreement to
the contrary, if following the commencement of any discussion with a third
person that ultimately results in a Change in Control, (i) Employee's employment
with Employer is terminated by Employer for no reason or for any reason other
than Cause, (ii) Employee is removed from any material duties or position with
Employer, or (iii) Employer fails to comply with any of the provisions of
Section 2 of this Agreement, then for all purposes of this Agreement, such
Change in Control shall be deemed to have occurred on the date immediately prior
to the date of such termination, removal, or failure.

                  (g) For purposes of this Agreement, a "Change in Control"
shall mean the occurrence of any of the following after the Effective Date:

                           (1) the acquisition by any individual, entity or
                  group (within the meaning of Section 13(d)(3) or 14(d)(2) of
                  the Securities Exchange Act of 1934, as amended from time to
                  time (the "Exchange Act"), or any successor statute) (a
                  "Covered Person") of beneficial ownership (within the meaning
                  of Rule 13d-3 promulgated under the Exchange Act) of 25% or
                  more of either (i) the then outstanding shares of Common Stock
                  (the "Outstanding Company Common Stock"), or (ii) the combined
                  voting power of the then outstanding voting securities of
                  Employer entitled to vote generally in the election of
                  directors (the "Outstanding Company Voting Securities");
                  provided, however, that for purposes of this Section 6(g)(1),
                  the following acquisitions shall not constitute a Change in
                  Control: (i) any acquisition directly from Employer, (ii) any
                  acquisition by Employer, (iii) any acquisition by any employee
                  benefit plan (or related trust) sponsored or maintained by
                  Employer or any entity controlled by Employer, or (iv) any
                  acquisition by any corporation pursuant to a transaction which
                  complies with Section 6(g)(3)(i), (ii) or (iii); or

                           (2) individuals who, as of the Effective Date,
                  constitute the Board (the "Incumbent Board") cease for any
                  reason to constitute at least a majority of the Board;
                  provided, however, that any individual becoming a director
                  subsequent to the Effective Date whose election, or nomination
                  for election by Employer's stockholders, was approved by a
                  vote of at least two-thirds of the directors then comprising
                  the Incumbent Board shall be considered as though such
                  individual were a member of the Incumbent Board, but
                  excluding, for this purpose, any such individual whose initial
                  assumption of office occurs as a result of an actual or
                  threatened election contest with respect to the election or
                  removal of directors or other actual or threatened
                  solicitation of proxies or consents by or on behalf of a
                  Covered Person other than the Board; or

                           (3) consummation of (xx) a reorganization, merger,
                  amalgamation, consolidation, sale or other form of business
                  combination of Employer or any subsidiary of Employer, or (yy)
                  a sale, lease, exchange, disposition or other transfer of all
                  or substantially all of the assets of Employer (a "Business



                                      -13-
<PAGE>


                  Combination"), in each case, unless, following such Business
                  Combination, (i) all or substantially all of the individuals
                  and entities who were the beneficial owners, respectively, of
                  the Outstanding Company Common Stock and Outstanding Company
                  Voting Securities immediately prior to such Business
                  Combination beneficially own, directly or indirectly, more
                  than 75% of, respectively, the then outstanding shares of
                  common stock and the combined voting power of the then
                  outstanding voting securities entitled to vote generally in
                  the election of directors, as the case may be, of the
                  corporation resulting from such Business Combination
                  (including, without limitation, a corporation which as a
                  result of such transaction owns Employer or all or
                  substantially all of Employer's assets either directly or
                  through one or more subsidiaries) in substantially the same
                  proportions as their ownership immediately prior to such
                  Business Combination of the Outstanding Company Common Stock
                  and Outstanding Company Voting Securities, as the case may be,
                  (ii) no Covered Person (excluding any employee benefit plan
                  (or related trust) of Employer or such corporation resulting
                  from such Business Combination) beneficially owns, directly or
                  indirectly, 25% or more of, respectively, the then outstanding
                  shares of common stock of the corporation resulting from such
                  Business Combination or the combined voting power of the then
                  outstanding voting securities of such corporation, except to
                  the extent that such ownership existed prior to the Business
                  Combination, and (iii) at least a majority of the members of
                  the board of directors of the corporation resulting from such
                  Business Combination, were members of the Incumbent Board at
                  the time of the execution of the initial agreement, or of the
                  action of the Board of Directors, providing for such Business
                  Combination; or

                           (4) approval by the stockholders of Employer of a
                  complete liquidation or dissolution of Employer.

Section 7. Excise Tax.

                  (a) Anything in this Agreement to the contrary
notwithstanding, in the event it shall be determined that any payment or
distribution by, or benefit from, Employer or any of its affiliates to or for
the benefit of Employee, whether paid or payable or distributed or distributable
pursuant to the terms of this Agreement or otherwise (any such payments,
distributions or benefits being individually referred to herein as a "Payment,"
and any two or more of such payments, distributions or benefits being referred
to herein as "Payments"), would be subject to the excise tax imposed by Section
4999 of the Code (such excise tax, together with any interest thereon, any
penalties, additions to tax, or additional amounts with respect to such excise
tax, and any interest in respect of such penalties, additions to tax or
additional amounts, being collectively referred herein to as the "Excise Tax"),
then Employee shall be entitled to receive an additional payment or payments
(individually referred to herein as a "Gross-Up Payment" and any two or more of
such additional payments being referred to herein as "Gross-Up Payments") in an
amount such that after payment by Employee of all taxes (as defined in Section
7(k)) imposed upon the Gross-Up Payment, Employee retains an amount of such
Gross-Up Payment equal to the Excise Tax imposed upon the Payments.



                                      -14-
<PAGE>


                  (b) Subject to the provisions of Section 7(c) through (i), any
determination (individually, a "Determination") required to be made under this
Section 7(b), including whether a Gross-Up Payment is required and the amount of
such Gross-Up Payment, shall initially be made, at Employer's expense, by
nationally recognized tax counsel selected by Employer ("Tax Counsel"). Tax
Counsel shall provide detailed supporting legal authorities, calculations, and
documentation both to Employer and Employee within 15 business days of the
termination of Employee's employment, if applicable, or such other time or times
as is reasonably requested by Employer or Employee. If Tax Counsel makes the
initial Determination that no Excise Tax is payable by Employee with respect to
a Payment or Payments, it shall furnish Employee with an opinion reasonably
acceptable to Employee that no Excise Tax will be imposed with respect to any
such Payment or Payments. Employee shall have the right to dispute any
Determination (a "Dispute") within 15 business days after delivery of Tax
Counsel's opinion with respect to such Determination. The Gross-Up Payment, if
any, as determined pursuant to such Determination shall, at Employer's expense,
be paid by Employer to or for the benefit of Employee within five business days
of Employee's receipt of such Determination. The existence of a Dispute shall
not in any way affect Employee's right to receive the Gross-Up Payment in
accordance with such Determination. If there is no Dispute, such Determination
shall be binding, final and conclusive upon Employer and Employee, subject in
all respects, however, to the provisions of Section 7(c) through (i) below. As a
result of the uncertainty in the application of Sections 4999 and 280G of the
Code, it is possible that Gross-Up Payments (or portions thereof) which will not
have been made by Employer should have been made ("Underpayment"), and if upon
any reasonable written request from Employee or Employer to Tax Counsel, or upon
Tax Counsel's own initiative, Tax Counsel, at Employer's expense, thereafter
determines that Employee is required to make a payment of any Excise Tax or any
additional Excise Tax, as the case may be, Tax Counsel shall, at Employer's
expense, determine the amount of the Underpayment that has occurred and any such
Underpayment shall be promptly paid by Employer to or for the benefit of
Employee.

                  (c) Employer shall defend, hold harmless, and indemnify
Employee on a fully grossed-up after tax basis from and against any and all
claims, losses, liabilities, obligations, damages, impositions, assessments,
demands, judgements, settlements, costs and expenses (including reasonable
attorneys', accountants', and experts' fees and expenses) with respect to any
tax liability of Employee resulting from any Final Determination (as defined in
Section 7(j)) that any Payment is subject to the Excise Tax.

                  (d) If a party hereto receives any written or oral
communication with respect to any question, adjustment, assessment or pending or
threatened audit, examination, investigation or administrative, court or other
proceeding which, if pursued successfully, could result in or give rise to a
claim by Employee against Employer under this Section 7 ("Claim"), including,
but not limited to, a claim for indemnification of Employee by Employer under
Section 7(c), then such party shall promptly notify the other party hereto in
writing of such Claim ("Tax Claim Notice").

                  (e) If a Claim is asserted against Employee ("Employee
Claim"), Employee shall take or cause to be taken such action in connection with
contesting such Employee Claim as Employer shall reasonably request in writing
from time to time, including the retention of counsel and experts as are
reasonably designated by Employer (it being understood and agreed by the parties
hereto that the terms of any such retention shall expressly provide that
Employer



                                      -15-
<PAGE>


shall be solely responsible for the payment of any and all fees and
disbursements of such counsel and any experts) and the execution of powers of
attorney, provided that:

                           (1) within 30 calendar days after Employer receives
                  or delivers, as the case may be, the Tax Claim Notice relating
                  to such Employee Claim (or such earlier date that any payment
                  of the taxes claimed is due from Employee, but in no event
                  sooner than five calendar days after Employer receives or
                  delivers such Tax Claim Notice), Employer shall have notified
                  Employee in writing ("Election Notice") that Employer does not
                  dispute its obligations (including, but not limited to, its
                  indemnity obligations) under this Agreement and that Employer
                  elects to contest, and to control the defense or prosecution
                  of, such Employee Claim at Employer's sole risk and sole cost
                  and expense; and

                           (2) Employer shall have advanced to Employee on an
                  interest-free basis, the total amount of the tax claimed in
                  order for Employee, at Employer's request, to pay or cause to
                  be paid the tax claimed, file a claim for refund of such tax
                  and, subject to the provisions of the last sentence of Section
                  7(g), sue for a refund of such tax if such claim for refund is
                  disallowed by the appropriate taxing authority (it being
                  understood and agreed by the parties hereto that Employer
                  shall only be entitled to sue for a refund and Employer shall
                  not be entitled to initiate any proceeding in, for example,
                  United States Tax Court) and shall indemnify and hold Employee
                  harmless, on a fully grossed-up after tax basis, from any tax
                  imposed with respect to such advance or with respect to any
                  imputed income with respect to such advance; and

                           (3) Employer shall reimburse Employee for any and all
                  costs and expenses resulting from any such request by Employer
                  and shall indemnify and hold Employee harmless, on fully
                  grossed-up after-tax basis, from any tax imposed as a result
                  of such reimbursement.

                  (f) Subject to the provisions of Section 7(e) hereof, Employer
shall have the right to defend or prosecute, at the sole cost, expense and risk
of Employer, such Employee Claim by all appropriate proceedings, which
proceedings shall be defended or prosecuted diligently by Employer to a Final
Determination; provided, however, that (i) Employer shall not, without
Employee's prior written consent, enter into any compromise or settlement of
such Employee Claim that would adversely affect Employee, (ii) any request from
Employer to Employee regarding any extension of the statute of limitations
relating to assessment, payment, or collection of taxes for the taxable year of
Employee with respect to which the contested issues involved in, and amount of,
Employee Claim relate is limited solely to such contested issues and amount, and
(iii) Employer's control of any contest or proceeding shall be limited to issues
with respect to Employee Claim and Employee shall be entitled to settle or
contest, in his sole and absolute discretion, any other issue raised by the
Internal Revenue Service or any other taxing authority. So long as Employer is
diligently defending or prosecuting such Employee Claim, Employee shall provide
or cause to be provided to Employer any information reasonably requested by
Employer that relates to such Employee Claim, and shall otherwise cooperate with
Employer and its representatives in good faith in order to contest effectively
such Employee Claim. Employer shall keep Employee informed of all developments
and events relating to any



                                      -16-
<PAGE>


such Employee Claim (including, without limitation, providing to Employee copies
of all written materials pertaining to any such Employee Claim), and Employee or
his authorized representatives shall be entitled, at Employee's expense, to
participate in all conferences, meetings and proceedings relating to any such
Employee Claim.

                  (g) If, after actual receipt by Employee of an amount of a tax
claimed (pursuant to an Employee Claim) that has been advanced by Employer
pursuant to Section 7(e)(2) hereof, the extent of the liability of Employer
hereunder with respect to such tax claimed has been established by a Final
Determination, Employee shall promptly pay or cause to be paid to Employer any
refund actually received by, or actually credited to, Employee with respect to
such tax (together with any interest paid or credited thereon by the taxing
authority and any recovery of legal fees from such taxing authority related
thereto), except to the extent that any amounts are then due and payable by
Employer to Employee, whether under the provisions of this Agreement or
otherwise. If, after the receipt by Employee of an amount advanced by Employer
pursuant to Section 7(e)(2), a determination is made by the Internal Revenue
Service or other appropriate taxing authority that Employee shall not be
entitled to any refund with respect to such tax claimed and Employer does not
notify Employee in writing of its intent to contest such denial of refund prior
to the expiration of 30 days after such determination, then such advance shall
be forgiven and shall not be required to be repaid and the amount of such
advance shall offset, to the extent thereof, the amount of any Gross-Up Payments
and other payments required to be paid hereunder.

                  (h) With respect to any Employee Claim, if Employer fails to
deliver an Election Notice to Employee within the period provided in Section
7(e)(1) hereof or, after delivery of such Election Notice, Employer fails to
comply with the provisions of Section 7(e)(2) and (3) and (f) hereof, then
Employee shall at any time thereafter have the right (but not the obligation),
at his election and in his sole and absolute discretion, to defend or prosecute,
at the sole cost, expense and risk of Employer, such Employee Claim. Employee
shall have full control of such defense or prosecution and such proceedings,
including any settlement or compromise thereof. If requested by Employee,
Employer shall cooperate, and shall cause its Affiliates to cooperate, in good
faith with Employee and his authorized representatives in order to contest
effectively such Employee Claim. Employer may attend, but not participate in or
control, any defense, prosecution, settlement or compromise of any Employee
Claim controlled by Employee pursuant to this Section 7(h) and shall bear its
own costs and expenses with respect thereto. In the case of any Employee Claim
that is defended or prosecuted by Employee, Employee shall, from time to time,
be entitled to current payment, on a fully grossed-up after tax basis, from
Employer with respect to costs and expenses incurred by Employee in connection
with such defense or prosecution.

                  (i) In the case of any Employee Claim that is defended or
prosecuted to a Final Determination pursuant to the terms of this Section 7(i),
Employer shall pay, on a fully grossed-up after tax basis, to Employee in
immediately available funds the full amount of any taxes arising or resulting
from or incurred in connection with such Employee Claim that have not
theretofore been paid by Employer to Employee, together with the costs and
expenses, on a fully grossed-up after tax basis, incurred in connection
therewith that have not theretofore been paid by Employer to Employee, within
ten calendar days after such Final Determination. In the case of any Employee
Claim not covered by the preceding sentence, Employer shall pay, on a fully



                                      -17-
<PAGE>


grossed-up after tax basis, to Employee in immediately available funds the full
amount of any taxes arising or resulting from or incurred in connection with
such Employee Claim at least ten calendar days before the date payment of such
taxes is due from Employee, except where payment of such taxes is sooner
required under the provisions of this Section 7(i), in which case payment of
such taxes (and payment, on a fully grossed-up after tax basis, of any costs and
expenses required to be paid under this Section 7(i) shall be made within the
time and in the manner otherwise provided in this Section 7(i).

                  (j) For purposes of this Agreement, the term "Final
Determination" shall mean (A) a decision, judgment, decree or other order by a
court or other tribunal with appropriate jurisdiction, which has become final
and non-appealable; (B) a final and binding settlement or compromise with an
administrative agency with appropriate jurisdiction, including, but not limited
to, a closing agreement under Section 7121 of the Code; (C) any disallowance of
a claim for refund or credit in respect to an overpayment of tax unless a suit
is filed on a timely basis; or (D) any final disposition by reason of the
expiration of all applicable statutes of limitations.

                  (k) For purposes of this Agreement, the terms "tax" and
"taxes" mean any and all taxes of any kind whatsoever (including, but not
limited to, any and all Excise Taxes, income taxes, and employment taxes),
together with any interest thereon, any penalties, additions to tax, or
additional amounts with respect to such taxes and any interest in respect of
such penalties, additions to tax, or additional amounts.

Section 8. Expenses of Enforcement.

         Upon demand by Employee made to Employer, Employer shall reimburse
Employee for the reasonable expenses (including attorneys' fees and expenses)
incurred by Employee after a Change in Control in enforcing or seeking to
enforce the payment of any amount or other benefit to which Employee shall have
become entitled under this Agreement as a result of the termination of
Employee's employment with Employer within two (2) years after such Change in
Control, including, but not limited to, those incurred in connection with any
arbitration concerning same initiated pursuant to Section 14 (regardless of the
outcome of such arbitration). To the extent that any such reimbursement would be
subject to the Excise Tax, then Employee shall be entitled to receive Gross-Up
Payments in an amount such that after payment by Employee of all taxes imposed
on such Gross-Up Payments, Employee retains an amount equal to the Excise Tax
imposed upon the reimbursement, and the other provisions of Section 7 hereof
shall also apply to such circumstance unless the context thereof otherwise
indicates.

Section 9. No Obligation to Mitigate; No Rights of Offset.

                  (a) Employee shall not be required to mitigate the amount of
any payment or other benefit required to be paid to Employee pursuant to this
Agreement, whether by seeking other employment or otherwise, nor shall the
amount of any such payment or other benefit be reduced on account of any
compensation earned by Employee as a result of employment by another person.



                                      -18-
<PAGE>


                  (b) Employer's obligation to make the payments provided for in
this Agreement and otherwise to perform its obligations hereunder shall not be
affected by any set-off, counterclaim, recoupment, defense or other claim, right
or action which Employer may have against Employee or others.

Section 10. No Effect on Other Rights.

         Nothing in this Agreement shall prevent or limit Employee's continuing
or future participation in any plan, program, policy or practice of or provided
by Employer or any of its affiliates and for which Employee may qualify, nor
shall anything herein limit or otherwise affect such rights as Employee may have
under any stock option or other agreements with Employer or any of its
affiliates. Amounts which are vested benefits or which Employee is otherwise
entitled to receive under any plan, program, policy or practice of or provided
by, or any other contract or agreement with, Employer or any of its affiliates
at or subsequent to the Date of Termination shall be payable or otherwise
provided in accordance with such plan, program, policy or practice or contract
or agreement except as explicitly modified by this Agreement.

Section 11. Successors; Binding Agreement.

                  (a) This Agreement is personal to Employee and without the
prior written consent of Employer shall not be assignable by Employee otherwise
than by will or the laws of descent and distribution. This Agreement shall inure
to the benefit of and be enforceable by Employee's personal or legal
representatives, executors, administrators, successors, heirs, distributees,
devisees and legatees.

                  (b) This Agreement shall inure to the benefit of and be
binding upon Employer and its successors and assigns.

                  (c) Employer will require any successor (whether direct or
indirect, by purchase, merger, amalgamation, consolidation or otherwise) to all
or substantially all of the business and/or assets of Employer, by agreement in
form and substance reasonably satisfactory to Employee, to expressly assume and
agree to perform this Agreement in the same manner and to the same extent that
Employer would be required to perform it if no such succession had taken place.
As used in this Agreement, "Employer" shall mean Employer as hereinbefore
defined and any successor to its business and/or assets as aforesaid which
assumes and agrees to perform this Agreement by execution and delivery of the
agreement provided for in this Section 11(c) or which otherwise becomes bound by
the terms and provisions of this Agreement by operation of law or otherwise.

Section 12. Non-Competition; Non-Solicitation; No Hire.

                  (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(e), and (ii) twelve (12) months thereafter in
all other events (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,



                                      -19-
<PAGE>


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 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, 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 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) 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



                                      -20-
<PAGE>


attempt to induce any such employee to breach her or his employment agreement
with Employer or any of its subsidiaries or affiliates.

                  (d) As used in this Agreement, "Business" means the business
of acquiring, processing and/or interpreting geophysical data and/or producing
and/or conducting geophysical surveys, including, but not limited to, (x) the
business of surface seismic acquisition and/or surface seismic data processing
and/or interpretation for the purpose of providing and/or interpreting seismic
images of the subsurface of the earth, and (y) the following activities and
services: (i) all forms of surface land, marine, ocean bottom cable and
transition zone seismic data acquisition; (ii) all forms of surface seismic data
processing, including the processing of two, three and/or four dimensional
vertical seismic profiling; (iii) recording of data from wellbore seismic arrays
performed during simultaneous acquisition of surface two, three and/or four
dimensional data; (iv) trenched in, buried near surface or seabed permanent
array installation and acquisition; (v) surface seismic acquisition, processing,
interpretation and/or sales, in each case, of multiclient surveys; (vi)
maintenance of surface seismic data processing centers, including licensing and
support of surface seismic processing software; (vii) equipment design and
manufacture for surface seismic acquisition, processing and interpretation;
(viii) research and development programs for any of the items described in this
Section 12(d) and seismically-assisted reservoir solutions, including software
relating thereto; (ix) surface seismic data management services; (x)
interpretation activities related to or in support of acquisition and processing
activities described in this Section 12(d); (xi) borehole seismic acquisition
and installation and acquisition of data from wellbore seismic arrays; (xii)
reservoir management; (xiii) commercial seismically-assisted reservoir
solutions; and (xiv) non-seismic data management and non-seismic dynamic
reservoir characterization and performance prediction.

Section 13. Miscellaneous.

                  (a) All notices and other communications required or permitted
hereunder or necessary or convenient in connection herewith will be in writing
and will be delivered by hand or by registered or certified mail, return receipt
requested to the addresses set forth below in this Section 13(a):

                  If to Employer, to:

                           Veritas DGC Inc.
                           10300 Town Park
                           Houston, Texas 77072
                           Attention:  Chief Executive Officer

                  If to Employee, to:

                           Mr. Matthew D. Fitzgerald
                           1101 Sugar Creek Boulevard
                           Sugar Land, Texas 77478

or to such other names or addresses as Employer or Employee, as the case may be,
designate by notice to the other party hereto in the manner specified in this
Section.



                                      -21-
<PAGE>


                  (b) With the exception of the Indemnity Agreement by and
between Employer and Employee dated as of March 7, 2000 which is specifically
not superceded or replaced by or merged into this Agreement, this Agreement
(including the Exhibits attached hereto) supersedes, replaces and merges all
previous agreements and discussions relating to the same or similar subject
matters between Employee and Employer (including any such agreements or
discussions between Employee and any past or present subsidiary or affiliate of
Employer) and constitutes the entire agreement between Employee and Employer
with respect to the subject matter of this Agreement. Specifically, this
Agreement supercedes and replaces the Original Employment Agreement. This
Agreement may not be modified in any respect by any verbal statement,
representation or agreement made by any employee, officer, or representative of
Employer or by any written agreement unless signed by an officer of Employer who
is expressly authorized by the Board to execute such document.

                  (c) If any provision of this Agreement or application thereof
to anyone or under any circumstances should be determined to be invalid or
unenforceable, such invalidity or unenforceability will not affect any other
provisions or applications of this Agreement which can be given effect without
the invalid or unenforceable provision or application. In addition, if any
provision of this Agreement is held by an arbitration panel or a court of
competent jurisdiction to be invalid, unenforceable, unreasonable, unduly
restrictive or overly broad, the parties intend that such arbitration panel or
court modify said provision so as to render it valid, enforceable, reasonable
and not unduly restrictive or overly broad.

                  (d) The internal laws of the State of Texas will govern the
interpretation, validity, enforcement and effect of this Agreement without
regard to the place of execution or the place for performance thereof.

Section 14. Arbitration.

                  (a) Employer and Employee agree to submit to final and binding
arbitration any and all disputes or disagreements concerning the interpretation
or application of this Agreement. Any such dispute or disagreement will be
resolved by arbitration in accordance with the National Rules for the Resolution
of Employment Disputes of the American Arbitration Association (the "AAA
Rules"). Arbitration will take place in Houston, Texas, unless the parties
mutually agree to a different location. Within 30 calendar days of the
initiation of arbitration hereunder, each party will designate an arbitrator.
The appointed arbitrators will then appoint a third arbitrator. Employee and
Employer agree that the decision of the arbitrators will be final and binding on
both parties. Any court having jurisdiction may enter a judgment upon the award
rendered by the arbitrators. In the event the arbitration is decided in whole or
in part in favor of Employee, Employer will reimburse Employee for his
reasonable costs and expenses of the arbitration (including reasonable
attorneys' fees); provided, however, that Employer shall reimburse Employee in
accordance with Section 8 for the reasonable expenses (including attorneys' fees
and expenses) incurred by Employee in enforcing or seeking to enforce in any
arbitration the payment of any amount or other benefit described in Section 8
regardless of the outcome of such arbitration. Regardless of the outcome of any
arbitration, Employer will pay all fees and expenses of the arbitrators and all
of Employer's costs of such arbitration.



                                      -22-
<PAGE>


                  (b) Notwithstanding the provisions of Section 14(a), Employer
may, if it so chooses, bring an action in any court of competent jurisdiction
for injunctive relief to enforce Employee's obligations under Sections 3(b),
3(c), 3(d) or 12 hereof.

         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:
                                     ----------------------------------
                                     David B. Robson
                                     Chairman & Chief Executive Officer



                                  EMPLOYEE:



                                  -------------------------------------
                                  Matthew D. Fitzgerald






                                      -23-
<PAGE>
                                 [COMPANY LOGO]

                            EMPLOYEE CONFIDENTIALITY

                                       AND

                         INTELLECTUAL PROPERTY AGREEMENT





As part of the consideration for my employment or continued employment with
Veritas DGC Inc. or any company affiliated with Veritas (collectively referred
to as "Veritas"), I agree to the following:

1.       CONFIDENTIAL INFORMATION. I understand that during my employment with
         Veritas, I will have access to Confidential Information that belongs to
         Veritas. Some examples of the types of Confidential Information I may
         receive include:

         (a).     Customer lists, customer requirements, customer contracts and
                  service agreements, customer profitability and other financial
                  information;

         (b).     Business plans, pricing and marketing techniques and
                  strategies, product information, business software and
                  computer programs, costing methodologies and allocation
                  modeling, and methods of business operation or procedure;

         (c).     Suppliers, business associates, business connections and
                  opportunities and information concerning the financial status
                  and private affairs of Veritas; and

         (d).     Trade secrets, inventions, improvements, developments,
                  technical data, test results, designs, and materials for which
                  Veritas may or may not have obtained patent, copyright or
                  trademark protection.

         I may receive Confidential Information in writing, orally, or
         electronically.

2.       CONFIDENTIALITY AGREEMENT. I agree to hold all Confidential Information
         in confidence during and following my employment. I will not divulge it
         to anyone without the express written authorization of the Company. I
         further agree that if my employment ceases, I will not take any
         Confidential Information with me or disclose it to anyone not
         authorized by the Company.



CONFIDENTIALITY AND INTELLECTUAL PROPERTY AGREEMENT                       PAGE 1


                                   EXHIBIT A

<PAGE>


3.       ASSIGNMENT OF INTELLECTUAL PROPERTY. I assign to Veritas all
         inventions, novel ideas (including ideas relating to new products, new
         services, or new methods of doing business), improvements or
         discoveries which I conceive or make, either alone or with others: (a)
         with the use of Veritas' time, materials, or facilities; or (b)
         resulting from or suggested by my work for Veritas; or (c) in any way
         related to any business Veritas is engaged in or plans to engage in.
         All such inventions, improvements, and developments will automatically
         become the property of Veritas immediately as I make them or conceive
         them. I agree to assign to Veritas the rights to such inventions,
         improvements and developments at any time Veritas requests, even after
         my employment terminates.

4.       EXECUTION OF DOCUMENTS. At any time Veritas requests, either during my
         employment or after termination, and without charge to Veritas, but at
         its expense, I agree to execute, acknowledge, and deliver all
         additional papers (including applications for patents and assignments
         of patents) and to perform such other lawful acts as Veritas may deem
         reasonably necessary to obtain or maintain patents for such inventions
         in any country and to vest title to such inventions in Veritas.

5.       This Agreement may not be modified, released, discharged, abandoned or
         terminated, except as agreed in writing between Veritas and the
         undersigned employee.

IN WITNESS WHEREOF this Agreement has been signed and delivered this ________
day of ____________________, 20___.




--------------------------------------      ------------------------------------
WITNESS                                     EMPLOYEE SIGNATURE

--------------------------------------      ------------------------------------
PRINTED NAME                                PRINTED NAME




CONFIDENTIALITY AND INTELLECTUAL PROPERTY AGREEMENT                       PAGE 2
<PAGE>


                       AGREEMENT AND RELEASE OF ALL CLAIMS


         This Agreement, entered into as of the date written by Employee's
signature below, is by and between Veritas DGC Inc. ("Veritas"), a Delaware
corporation, and _______________ ("Employee"). (As used in this Agreement, the
term "Veritas" includes Veritas DGC Inc., and all of its subsidiary and
affiliated companies).

         Veritas and Employee agree as follows:

         Section 1. Within 5 business days after the Separation Date, as defined
in Section 3 below, and whether or not Employee executes and returns this
Agreement, Veritas will pay Employee the following amounts:

         o        Employee's regular base salary prorated through the Separation
                  Date;

         o        Employee's vacation pay accrued as of the Separation Date; and

         o        any expense reimbursement owed to Employee under Veritas
                  policy.

All of the above amounts will be REDUCED by applicable taxes and withholding.

         Section 2. [Insert Option A or Option B, whichever is applicable:]

         [Option A: During the two-year period ending on the second anniversary
of the Separation Date, Employer shall pay to Employee an aggregate amount (the
"Severance Payment") equal to two (2) times Employee's Base Salary (as defined
in the Employment Agreement between Employer and Employee dated October 22,
2001, the "Employment Agreement") at the highest annual rate in effect on or
before the Separation Date (but prior to giving effect to any reduction therein
which precipitated such termination), which Severance Payment will be paid to
Employee in equal installments every two weeks during such two-year period;
provided, however, that at any time during such two-year period Employer may, in
its discretion, elect to pay to Employee the then remaining balance of the
Severance Payment in the form of a lump sum cash payment. All amounts so paid
will be REDUCED by applicable taxes and withholding.


<PAGE>


         In addition, Employer will pay or provide for Employee's medical,
dental, health, and hospital coverage for one year or pay Employee a lump cash
payment in lieu of such coverage, in accordance with Section 6(d)(4) of the
Employment Agreement.]

         [Option B: Within 30 calendar days after the Effective Date, as defined
in Section 15 below, Veritas will pay to Employee a lump sum equal to
__________. This amount will be REDUCED by applicable taxes and withholding.

         In addition, Employer will pay or provide for Employee's medical,
dental, health, and hospital coverage for eighteen months or pay Employee a lump
cash payment in lieu of such coverage, in accordance with Section 6(e)(4) of the
Employment Agreement by and between Employer and Employee effective October 22,
2001 (the "Employment Agreement").]

         Section 3. Employee's termination from employment will be effective at
the close of business on the Separation Date. The SEPARATION DATE as used in
this Agreement means _________.

Section 4. Employee agrees to release Veritas from any claims he has or may have
against Veritas as of the date he signs this Agreement. The claims he is
releasing include all of the following:

         o        any claims under any bonus or incentive plans;

         o        any claims for tortious action or inaction of any sort
                  ("tortious action or inaction" means, among other things,
                  claims for such things as negligence, fraud, libel, or
                  slander);


<PAGE>


         o        any claims arising under the Age Discrimination in Employment
                  Act of 1967 as amended (29 U.S.C. Section 621, et seq.) (the
                  Age Discrimination in Employment Act of 1967 prohibits, in
                  general, discrimination against employees on the basis of
                  age);

         o        any claims arising under Title VII of the Civil Rights Act of
                  1964 as amended (42 U.S.C. Section 2000e, et seq.), or the
                  Texas Commission on Human Rights Act (Texas Labor Code Section
                  21.001, et seq.) (both of these statutes, in general, prohibit
                  discrimination in employment on the basis of race, religion,
                  national origin or gender);

         o        any claims arising under the Americans with Disabilities Act
                  of 1990, as amended (42 U.S.C. Section 12101, et seq.) (the
                  Americans with Disabilities Act of 1990 prohibits, in general,
                  discrimination in employment on the basis of an employee's or
                  applicant's disability);

         o        any claims arising under Texas Labor Code Sections 451.001, et
                  seq. for retaliation or discrimination in connection with a
                  claim for workers' compensation benefits; and,

         o        any claims for breach of contract, wrongful discharge,
                  constructive discharge, retaliation, or conspiracy.

The release contained in this Section 4 WILL NOT affect any of the following:

         o        Employee's rights or benefits under Veritas' 401(k) retirement
                  savings plan, Veritas' Employee Stock Purchase Plan, or any
                  pension or retirement plan in which Employee is a participant
                  on the Separation Date (Employee's rights and benefits will be
                  determined by the applicable plan documents);


<PAGE>


         o        Employee's right to elect continued health and/or dental
                  benefits under the Consolidated Omnibus Budget Reconciliation
                  Act of 1985 ("COBRA");

         o        Employee's right to exercise any options to purchase Veritas
                  DGC Inc. common stock in accordance with the terms of the
                  applicable stock option grant, including any terms of the
                  grant modified by Section 6(e)(5) of the Employment Agreement;

         o        Employee's rights under any restricted stock agreement between
                  Employee and Veritas DGC Inc. under the terms of which
                  Employee has been granted Veritas DGC Inc. restricted stock,
                  including any terms of the grant modified by Section 6(e)(5)
                  of the Employment Agreement;

         o        Employee's right to claim and receive reimbursement for or
                  indemnity from excise taxes in accordance with Section 7 of
                  the Employment Agreement;

         o        Employee's rights to indemnity under that one certain
                  Indemnity Agreement effective March 9, 2000, by and between
                  Employer and Employee;

         o        Any other benefit to which Employee may be entitled under any
                  other health or benefit plan in accordance with the applicable
                  plan documents; or

         o        Employee's rights under any workers' compensation statue; the
                  Jones Act, 46 U.S.C. Appx. Section 688, as amended; general
                  maritime law or similar laws; and any other right Employee may
                  have with respect to bodily injury.

         Section 5. Veritas and Employee agree that this Agreement is a binding
contract. The purpose of the Agreement is to compromise doubtful or disputed
claims, avoid litigation, and buy peace. Employee agrees that although Veritas
is making payment to Employee in exchange for a release of claims, Veritas does
not admit any wrongdoing of any kind.


<PAGE>


         Section 6. Employee agrees to assist Veritas in defending any legal
proceedings against Veritas arising out of matters which occurred on or prior to
the Separation Date. Veritas agrees to reimburse Employee for his time and
expense or costs he may incur in that regard.

         Section 7. Employee confirms that after the Effective Date he remains
subject to and agrees to comply with:

         o        those obligations of confidentiality contained in Section 3(b)
                  and 3(c) of the Employment Agreement;

         o        the provisions relating to competition with Employer contained
                  in Section 12 of the Employment Agreement;

         o        the provisions relating to solicitation or hiring of
                  Employer's employees contained in Section 12 of the Employment
                  Agreement; and

         o        the terms of the Employee Confidentiality and Intellectual
                  Property Agreement with Employer which Employee signed
                  effective October 22, 2001.

         Section 8. This Agreement has been delivered to Employee on
_____________.

         o        Employee will have 21 calendar days from ___________ or until
                  the close of business on ___________ to decide whether to sign
                  and return this Agreement and be bound by its terms. In the
                  event Employee has not signed and returned this Agreement to
                  Veritas on or before __________, this Agreement will become
                  null and void.

         o        Veritas and Employee agree that if they agree to change the
                  terms of this Agreement in any manner after it is delivered to
                  Employee, even if the changes are material, the 21-day period
                  specified in the previous paragraph will not restart or be
                  extended.

<PAGE>


         o        After signing this Agreement, Employee will have the right to
                  revoke the Agreement for a period of 7 calendar days after
                  signing it by (a) notifying Veritas in writing that Employee
                  revokes the Agreement and (b) returning to Veritas any
                  consideration paid Employee under Section 2 above. In the
                  event Employee revokes the Agreement, it will become null and
                  void.

         Section 9. Employee acknowledges that he has read this Agreement. He
understands that, except for the exceptions set out in Section 4 above, this
Agreement will have the effect of waiving any claim he may pursue against
Veritas.

         Section 10. Employee acknowledges that he makes this Agreement
knowingly and voluntarily.


         Section 11. This Agreement constitutes the entire understanding between
Veritas and Employee with respect to the subject matter hereof.

         Section 12. This Agreement will benefit and be binding upon Veritas and
its successors and assigns and Employee and his successors and legal
representatives. Employee will not assign or attempt to assign any of his rights
under this Agreement.

         Section 13. If a court determines that any provision of this Agreement
is invalid, the other provisions will remain in effect.

         Section 14. This Agreement will be governed by, construed under, and
enforced in accordance with the laws of the State of Texas, not including,
however, its conflicts of law rules that might otherwise refer to the law of
another forum or jurisdiction.

         Section 15. This Agreement will become effective and enforceable only
after a period of 7 days has expired following Employee's execution and delivery
of this Agreement to Veritas (this date is referred to in this Agreement as the
"EFFECTIVE DATE").


<PAGE>


                   THIS AGREEMENT IS SUBJECT TO ARBITRATION IN
                      ACCORDANCE WITH THE FOLLOWING SECTION


         Section 16. Employer and Employee agree to submit to final and binding
arbitration any and all disputes or disagreements concerning the interpretation
or application of this Agreement. Any such dispute or disagreement will be
resolved by arbitration in accordance with the National Rules for the Resolution
of Employment Disputes of the American Arbitration Association (the "AAA
Rules"). Arbitration will take place in Houston, Texas, unless the parties
mutually agree to a different location. Within 30 calendar days of the
initiation of arbitration hereunder, each party will designate an arbitrator.
The appointed arbitrators will then appoint a third arbitrator. Employee and
Employer agree that the decision of the arbitrators will be final and binding on
both parties. Any court having jurisdiction may enter a judgment upon the award
rendered by the arbitrators. In the event the arbitration is decided in whole or
in part in favor of Employee, Employer will reimburse Employee for his
reasonable costs and expenses of the arbitration (including reasonable
attorneys' fees). Regardless of the outcome of any arbitration, Employer will
pay all fees and expenses of the arbitrators and all of Employer's costs of such
arbitration.

         Notwithstanding the provisions of the previous paragraph, Employer may,
if it so chooses, bring an action in any court of competent jurisdiction for
injunctive relief to enforce Employee's obligations under Section 7 of this
Agreement.



                         [SIGNATURES ON FOLLOWING PAGE]


<PAGE>


         IN WITNESS WHEREOF, the parties have executed this Agreement effective
as of the Effective Date.

                                    VERITAS:

                                    VERITAS DGC INC.
                                      and subsidiary and affiliated companies


                                    By:
                                       ---------------------------------------



                               NOTICE TO EMPLOYEE

BY SIGNING THIS DOCUMENT, YOU MAY BE GIVING UP IMPORTANT LEGAL RIGHTS. YOU ARE
ADVISED TO CONSULT WITH AN ATTORNEY PRIOR TO SIGNING AND RETURNING THIS DOCUMENT
TO VERITAS.

                                    EMPLOYEE:



                                    ------------------------------------------


                                    Date:
                                         -------------------------------------