<PAGE>   1
(Face of Senior Note)

THIS SENIOR NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE 
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A 
NOMINEE OF A DEPOSITORY OR A SUCCESSOR DEPOSITORY.

UNLESS THIS SENIOR NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE 
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK, NEW YORK, 
TO VERITAS DGC INC. (THE "COMPANY") OR ITS AGENT FOR REGISTRATION OF TRANSFER, 
EXCHANGE OR PAYMENT, AND ANY SENIOR NOTE ISSUED IS REGISTERED IN THE NAME OF 
CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE 
OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS 
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC) ANY TRANSFER, PLEDGE OR OTHER 
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS 
THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS SENIOR NOTE IS NOT EXCHANGEABLE FOR SENIOR NOTES REGISTERED IN THE NAME OF 
A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED 
CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SENIOR NOTE 
(OTHER THAN A TRANSFER OF THIS SENIOR NOTE AS A WHOLE BY THE DEPOSITORY TO A 
NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY 
OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED 
CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

<PAGE>   2
                                VERITAS DGC INC.

                     9 3/4% Senior Note due 2003, Series C
                                U.S. GLOBAL NOTE

No. G-1                                                           $60,000,000.00

                                                           CUSIP No. 92343P AC 1

     Veritas DGC Inc., a Delaware corporation (herein called the "Company," 
which term includes any successor Person under the Indenture hereinafter 
referred to), for value received, hereby promises to pay to CEDE & CO. or its 
registered assigns the principal sum of 60,000,000.00 Dollars, or such greater 
or lesser amount as may from time to time be endorsed on Schedule A hereto, on 
October 15, 2003, at the office or agency of the Company referred to below, and 
to pay interest thereon, commencing on April 15, 1999 and continuing 
semiannually thereafter, on April 15 and October 15 in each year, accruing from 
October 28, 1998, or from the most recent Interest Payment Date to which 
interest has been paid or duly provided for, at the rate of 9 3/4% per annum, 
until the principal hereof is paid or duly provided for, and (to the extent 
lawful) to pay on demand interest on any overdue interest at the rate borne by 
the Senior Notes from the date on which such overdue interest becomes payable 
to the date payment of such interest has been made or duly provided for. The 
interest so payable, and punctually paid or duly provided for, on any Interest 
Payment Date will, as provided in such Indenture, be paid to the Person in 
whose name this Senior Note (or one or more Predecessor Senior Notes) is 
registered on the Security Register at the close of business on the Regular 
Record Date for such interest, which shall be the April 1 or October 1 (whether 
or not a Business Day), as the case may be, next preceding such Interest 
Payment Date. Any such interest not so punctually paid or duly provided for 
shall forthwith cease to be payable to the Holder on such Regular Record Date, 
and such Defaulted Interest, and (to the extent lawful) interest on such 
Defaulted Interest at the rate borne by the Senior Notes, may be paid to the 
Person in whose name this Senior Note (or one or more Predecessor Senior Notes) 
is registered on the Security Register at the close of business on a Special 
Record Date for the payment of such Defaulted Interest to be fixed by the 
Trustee, notice whereof shall be given to Holders of Senior Notes not less than 
10 days prior to such Special Record Date, or may be paid at any time in any 
other lawful manner not inconsistent with the requirements of any securities 
exchange on which the Senior Notes may be listed, and upon such notice as may 
be required by such exchange, all as more fully provided in said Indenture.

     Payment of the principal of (and premium, if any, on), interest, if any, 
on this Senior Note will be made at the office of agency of the Company
maintained for that purpose in The City of New York, in such coin or currency of
the United States of America as at the time of payment is legal tender for
payment of public and private debts; provided, however, that payment of interest
may be made on Senior Notes at the option of the Company on or before the due
date (i) by check mailed to the address of the Person entitled thereto as such
address shall appear on the Security Register or (ii) with respect to any Holder
owning Senior Notes in the principal amount of $500,000 or more, by wire
transfer to an account maintained by the Holder located in the United States, as
specified in


                                       2
<PAGE>   3
a written notice to the Trustee by any such Holder requesting payment by wire 
transfer and specifying the account to which transfer is requested.

     Reference is hereby made to the further provisions of this Senior Note set 
forth on the reverse hereof, which further provisions shall for all purposes 
have the same effect as if set forth at this place.

     Unless the certificate of authentication hereon has been duly executed by 
the trustee referred to on the reverse hereof by manual signature, this Senior 
Note shall not be entitled to any benefit under the Indenture, or be valid or 
obligatory for any purpose.

     IN WITNESS WHEREOF, the Company has caused this instrument to be duly 
executed under its corporate seal.

                                          VERITAS DGC INC.

                                          By: /s/ ANTHONY TRIPODO
                                             ---------------------------
                                             Vice President


Attest:

/s/ [ILLEGIBLE]
------------------------------
Secretary


                    TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the Senior Notes referred to in the within mentioned Indenture.


State Street Bank and Trust Company, Trustee


By:
   ----------------------------
       Authorized Signatory


Dated: March 12, 1999




                                       3
<PAGE>   4
(Reverse of Senior Note)

     This Senior Note is one of a duly authorized issue of securities of the 
Company designated as its 9 3/4% Senior Notes due 2003, Series C (herein 
called, together with the 9 3/4% Senior Notes due 2003, Series B, the "Senior 
Notes"), limited (except as otherwise provided in the Indenture referred to 
below) in aggregate principal amount to $60,000,000 which may be issued under 
an indenture (herein called the "Indenture") dated as of October 28, 1998 
between the Company and State Street Bank and Trust Company (herein called the 
"Trustee," which term includes any successor trustee under the Indenture), to 
which Indenture and all indentures supplemental thereto reference is hereby 
made for a statement of the respective rights, limitations of rights, duties, 
obligations and immunities thereunder of the Company, the Trustee and the 
Holders of the Senior Notes, and of the terms upon which the Senior Notes are, 
and are to be, authenticated and delivered.

     The Senior Notes are subject to redemption, at the option of the Company, 
in whole or in part, at any time on or after October 15, 2000, upon not less 
than 30 or more than 60 days' notice at the following Redemption Prices 
(expressed as percentages of principal amount) set forth below if redeemed 
during the 12-month period beginning October 15 of the years indicated below:

<TABLE>
<CAPTION>
                                      REDEMPTION
     YEAR                               PRICE
     ----                             ----------
<S>                                   <C>

     2000 ............................ 104.875%

     2001 ............................ 102.438%

     2002 and thereafter ............. 100.000%
</TABLE>

together in the case of any such redemption with accrued and unpaid interest, 
if any, to the Redemption Date (subject to the right of Holders of record on 
the relevant Record Date to receive interest due on an Interest Payment Date 
that is on or prior to the Redemption Date), all as provided in the Indenture.

     Notwithstanding the foregoing, at any time on or prior to October 15, 1999 
up to $15,000,000 in aggregate principal amount of Senior Notes may be 
redeemed, at the option of the Company, upon not less than 30 or more than 60 
days' notice, from the Net Cash Proceeds of a Public Equity Offering, at a 
Redemption Price equal to 109.75% of the principal amount thereof, together 
with accrued and unpaid interest and Liquidated Damages, if any, to the 
Redemption Date, provided that at least $45,000,000 in aggregate principal 
amount of Senior Notes remain Outstanding immediately after such redemption and 
that such redemption occurs within 60 days following the closing of such Public 
Equity Offering.

     In the case of any redemption of Senior Notes, interest installments whose 
Stated Maturity is on or prior to the Redemption Date will be payable to 
Holders of such Senior Notes, or one or



                                       4
<PAGE>   5
more Predecessor Senior Notes, of record at the close of business on the 
relevant Record Date referred to on the face hereof. Senior Notes (or portions 
thereof) for whose redemption and payment provision is made in accordance with 
the Indenture shall cease to bear interest from and after the Redemption Date. 
In the event of redemption or purchase of this Senior Note in part only, a new 
Senior Note or Senior Notes for the unredeemed or unpurchased portion hereof 
shall be issued in the name of the Holder hereof upon the cancellation hereof.

     The Senior Notes do not have the benefit of any mandatory redemption or 
sinking fund obligations.

     In the event of a Change of Control of the Company, and subject to certain
conditions and limitations provided in the Indenture, the Company will be
obligated to make an offer to purchase, on a Business Day not more than 60 or
less than 30 days following the occurrence of a Change of Control of the
Company, all of the then Outstanding Senior Notes at a purchase price equal to
101% of the principal amount thereof, together with accrued and unpaid interest,
if any, to the Change of Control Purchase Date, all as provided in the
Indenture.

     In the event of Asset Sales, under certain circumstances, the Company will 
be obligated to make a Net Proceeds Offer to purchase all or a specified 
portion of each Holder's Senior Notes at a purchase price equal to 100% of the 
principal amount of the Senior Notes, together with accrued and unpaid 
interest, if any, to the Net Proceeds Payment Date.

     As set forth in the Indenture, an Event of Default is generally (i) failure
to pay principal upon maturity, redemption or otherwise (including pursuant to a
Change of Control Offer or a Net Proceeds Offer); (ii) default for 30 days in
payment of interest, if any, on the Senior Notes; (iii) default in the
performance of agreements relating to mergers, consolidations and sales of all
or substantially all assets or the failure to make or consummate a Change of
Control Offer or a Net Proceeds Offer; (iv) failure for 30 days after notice to
comply with any other covenants in the Indenture or the Senior Notes; (v)
certain payment defaults under, and the acceleration prior to the maturity of,
certain Indebtedness of the Company or any Restricted Subsidiary in an aggregate
principal amount in excess of $5,000,000; (vi) certain final judgments or orders
against the Company or any Restricted Subsidiary in an aggregate amount of more
than $5,000,000 over the coverage under applicable insurance policies which
remain unsatisfied and either become subject to commencement of enforcement
proceedings or remain unstayed for a period of 30 days; and (vii) certain events
of bankruptcy, insolvency or reorganization of the Company or any Restricted
Subsidiary. If any Event of Default occurs and is continuing, the Trustee or the
holders of at least 25% in aggregate principal amount of the Outstanding Senior
Notes may declare the principal amount of all the Senior Notes to be due and
payable immediately, except that (a) in the case of an Event of Default arising
from certain events of bankruptcy, insolvency or reorganization of the Company
or any Restricted Subsidiary, the principal amount of the Senior Notes will
become due and payable immediately without further action or notice, and (b) in
the case of an Event of Default which relates to certain payment defaults or
acceleration with respect to certain Indebtedness, any such Event of Default and
any consequential acceleration of the Senior Notes will be automatically



                                       5
<PAGE>   6
rescinded if any such Indebtedness is repaid or if the default relating to such
Indebtedness is cured or waived and if the holders thereof have accelerated such
Indebtedness then such holders have rescinded their declaration of acceleration.
No Holder may pursue any remedy under the Indenture unless the Trustee shall
have failed to act after notice from such Holder of an Event of Default and
written request by Holders of at least 25% in aggregate principal amount of the
Outstanding Senior Notes, and the offer to the Trustee of indemnity reasonably
satisfactory to it; however, such provision does not affect the right to sue for
enforcement of any overdue payment on a Senior Note by the Holder thereof.
Subject to certain limitations, Holders of a majority in aggregate principal
amount of the Outstanding Senior Notes may direct the Trustee in its exercise of
any trust or power. The Trustee may withhold from Holders notice of any
continuing default (except default in payment of principal, premium or interest)
if it determines in good faith that withholding the notice is in the interest of
the Holders. The Company is required to file annual and quarterly reports with
the Trustee as to the absence or existence of defaults.

     The Indenture contains provisions for (i) defeasance at any time of the
entire indebtedness of the Company on this Senior Note and (ii) discharge from
certain restrictive covenants and the related Defaults and Events of Default,
upon compliance by the Company with certain conditions set forth therein, which
provisions apply to this Senior Note.

     The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders under the Indenture at any time by the
Company and the Trustee with the consent of the Holders of a majority in
aggregate principal amount of the Senior Notes at the time Outstanding. The
Indenture also contains provisions permitting the Holders of specified
percentages in aggregate principal amount of Outstanding Senior Notes, on behalf
of the Holders of all the Senior Notes, to waive compliance by the Company with
certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by or on behalf of
the Holder of this Senior Note shall be conclusive and binding upon such Holder
and upon all future Holders of this Senior Note and of any Senior Note issued
upon the registration of transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent or waiver is made upon this
Senior Note. Without the consent of any Holder, the Company and the Trustee may
amend or supplement the Indenture or the Senior Notes to cure any ambiguity,
defect or inconsistency, to qualify or maintain the qualification of the
Indenture under the Trust Indenture Act and to make certain other specified
changes and the other changes that do not material adversely affect the
interests of any Holder in any material respect.

     No reference herein to the Indenture and no provision of this Senior Note
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of (and premium, if any, on)
and interest on this Senior Note at the times, place, and rate, and in the
coin or currency, herein prescribed.

     As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Senior Note is registerable on the Security Register
of the Company, upon surrender of this



                                       6
<PAGE>   7
Senior Note for registration of transfer at the office or agency of the Company 
maintained for such purpose duly endorsed by, or accompanied by a written 
instrument of transfer in form satisfactory to the Company and the Security 
Registrar duly executed by, the Holder hereof or his attorney duly authorized 
in writing, with signature guaranteed, and thereupon one or more new Senior 
Notes, of authorized denominations and for the same aggregate principal amount, 
will be issued to the designated transferee or transferees.

     The Senior Notes are issuable only in registered form without coupons in 
denominations of $1,000 and any integral multiple thereof. As provided in the 
Indenture and subject to certain limitations therein set forth, the Senior 
Notes are exchangeable for a like aggregate principal amount of Senior Notes of 
a different authorized denomination, as requested by the Holder surrendering 
the same.

     No service charge shall be made for any registration of transfer or
exchange of Senior Notes, but the Company may require payment of a sum 
sufficient to cover any tax or other governmental charge payable in connection 
therewith.

     A director, officer, employee, incorporator, stockholder or Affiliate of 
the Company, as such, past, present or future shall not have any personal 
liability under this Senior Note or any other Senior Note or the Indenture by 
reason of his or its status as such director, officer, employee, incorporator, 
stockholder or Affiliate, or any liability for any obligations of the Company 
under the Senior Notes or the Indenture or for any claim based on, in respect 
of, or by reason of such obligations or their creation. Each Holder, by 
accepting this Senior Note, waives and releases all such liability. Such waiver 
and release are part of the consideration for the issuance of this Senior Note.

     Prior to the time of due presentment of this Senior Note for registration 
of transfer, the Company, the Trustee and any agent of the Company or the 
Trustee may treat the Person in whose name this Senior Note is registered as 
the owner hereof for all purposes, whether or not this Senior Note is overdue, 
and neither the Company, the Trustee nor any agent shall be affected by notice 
to the contrary.

     All terms used in this Senior Note which are defined in the Indenture shall
have the meanings assigned to them in the Indenture. The Company will furnish to
any Holder upon written request and without charge a copy of the Indenture.
Requests may be made to the Company at 3701 Kirby Drive, Suite 112, Houston,
Texas 77098, Attention: Chief Financial Officer (or such other address as the
Company may have furnished in writing to the Trustee).

     Pursuant to a recommendation promulgated by the Committee on Uniform 
Security Identification Procedures, the Company has caused CUSIP numbers to be 
printed on the Senior Notes as a convenience to the Holders thereof. No 
representation is made as to the accuracy of such numbers as printed on the 
Senior Notes and reliance may be placed only on the other identifying 
information printed hereon.

     Interest on this Senior Note shall be computed on the basis of a 360-day 
year comprised of twelve 30-day months.

     This Senior Note shall be governed by and construed in accordance with the 
laws of the State of New York.



                                       7

<PAGE>   8
                                ASSIGNMENT FORM

To assign this Senior Note, fill in the form below: (I) or (we) assign and 
transfer this Senior Note to


-------------------------------------------------------------------------------
             (Insert assignee's Social Senior Note or Tax I.D. No.)
                                        


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


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


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


-------------------------------------------------------------------------------
             (Print or type assignee's name, address and zip code)



and irrevocably appoint _____________________________________ to transfer this 
Senior Note on the books of the Company or the agent appointed by the Company 
to maintain such books. The agent appointed hereby may substitute another to 
act for him.

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


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

                               Your signature:
                                              ---------------------------------
                                              (Sign exactly as your name appears
                                               on the face of this Senior Note)


Signature Guarantee:



                                       8
<PAGE>   9
                       OPTION OF HOLDER TO ELECT PURCHASE

     If you want to elect to have this Senior Note purchased by the Company 
pursuant to Section 10.14 or 10.15 of the Indenture, check the box below:

                    [ ] Section 10.14      [ ] Section 10.15

     If you want to elect to have only part of the Senior Note purchased by the 
Company pursuant to Section 10.14 or Section 10.15 of the Indenture, state the 
amount you elect to have purchased (must be an integral multiple of $1,000): 
$__________________


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

                           Your signature:
                                          --------------------------------------
                                          (Sign exactly as your name appears on
                                                     the Senior Note)

                           Social Security No.
                           Tax Identification No.:
                                                  ------------------------------


Signature Guarantee:









                                       9
<PAGE>   10
                                   SCHEDULE A

                   CHANGES IN PRINCIPAL AMOUNT OF SENIOR NOTE

     The following changes in the principal amount of this Global Note have 
been recorded:

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------
                       Amount of decrease in    Amount of increase in      Principal Amount of this       Signature of
                        Principal Amount of      Principal Amount of         Global Note following      authorized officer
 Date of Transaction     this Global Note          this Global Note       such decrease (or increase)       of Trustee
----------------------------------------------------------------------------------------------------------------------------
<S>                    <C>                      <C>                       <C>                           <C> 
----------------------------------------------------------------------------------------------------------------------------

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</TABLE>



                                       10