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                                                                    EXHIBIT 10-B


                                 AMENDMENT NO. 1


                                       TO


                    AMENDED AND RESTATED EMPLOYMENT AGREEMENT


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

                                   WITNESSETH:

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

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

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

Section 1. Amendment of Agreement.

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

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

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

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


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Section 2. Effect of Amendment.

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


         IN WITNESS WHEREOF, the undersigned, intending to be legally bound,
have executed this Amendment effective as of November 14, 2001.


                                          EMPLOYER:

                                          VERITAS DGC INC.



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


                                          EMPLOYEE:



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