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                                                                    EXHIBIT 10-C
                                VERITAS DGC INC.
                  1992 EMPLOYEE NON-QUALIFIED STOCK OPTION PLAN
                     (AS AMENDED AND RESTATED MARCH 7, 2000)

1.       PURPOSE.

         The purpose of this 1992 Employee Non-qualified Stock Option Plan (the
         "Plan") of Veritas DGC Inc. (the "Company") (formerly known as Digicon
         Inc.) is to provide officers and other key Employees with a continuing
         proprietary interest in the Company. The Plan is intended to advance
         the interests of the Company by enabling it (i) to increase the
         interest in the Company's welfare of those Employees who share the
         primary responsibility for the management, growth, and protection of
         the business of the Company, (ii) to furnish an incentive to such
         persons to continue their services to the Company, (iii) to provide a
         means through which the Company may continue to induce able management
         and operating personnel to enter its employ, and (iv) to provide a
         means through which the Company may effectively compete with other
         organizations offering similar incentive benefits in obtaining and
         retaining the services of competent management and operating personnel.

2.       DEFINITIONS.

         Capitalized terms used herein shall have the meanings set forth in
         Schedule A attached.

3.       STOCK SUBJECT TO THE PLAN.

         The Company may grant from time to time Options to purchase Shares of
         the Company's authorized but unissued common stock, par value $.01 per
         share, or treasury shares of the Common Stock. Subject to adjustment as
         provided in Section 11 hereof, the aggregate number of Shares which may
         be issued or covered by Options pursuant to the Plan is 3,954,550
         Shares, as adjusted for the one for three reverse stock split effective
         January 17, 1995. Shares of Common Stock applicable to Options which
         have expired unexercised or terminated for any reason, or not issued
         due to a Cashless Exercise, may again be subject to an Option or
         Options under the Plan.

4.       ADMINISTRATION.

         (a)      The Plan shall be administered by the Committee, which shall
                  be comprised solely of at least two members who are both
                  Disinterested Persons and Outside Directors. No voting member
                  of the Committee shall be eligible to receive Options under
                  the Plan. The Committee shall select one of its members
                  chairman and shall hold meetings at such times and places as
                  it may determine. The Committee may appoint a secretary and,
                  subject to the provisions of the Plan and to policies
                  determined by the Board, may make such rules and regulations
                  for the conduct of its business as it shall deem advisable. A
                  majority of the Committee shall constitute a quorum. All
                  actions of the Committee shall be taken by a





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                  majority of the members, and action so taken shall be fully as
                  effective as if it had been taken by a vote of the majority of
                  the members at a meeting duly called and held.

         (b)      Subject to the express terms and conditions of the Plan, the
                  Committee shall have full power to construe or interpret the
                  Plan, to prescribe, amend, and rescind rules and regulations
                  relating to it and to make all other determinations necessary
                  or advisable for its administration.

         (c)      Subject to the provisions of Sections 5 and 6 hereof, the
                  Committee may, from time to time, determine which Employees of
                  the Company or Subsidiary corporations shall be granted
                  Options under the Plan, the number of Shares subject to each
                  Option, and the time or times at which Options shall be
                  granted.

         (d)      The Committee shall report to the Board the names of Employees
                  granted Options, and the number of Option Shares subject to,
                  and the terms and conditions of, each Option; provided,
                  however that no Option may be granted to an otherwise eligible
                  Employee if, after giving effect to the proposed grant, such
                  Employee would then hold Options covering more than 500,000
                  Shares of Common Stock under the Plan.

         (e)      No member of the Board or of the Committee shall be liable for
                  any action or determination made in good faith with respect to
                  the Plan or any Option.

5.       ELIGIBILITY.

         All full-time salaried Employees of the Company and of its
         majority-owned subsidiaries shall be eligible to participate in the
         Plan, and Options may be granted by the Committee to eligible Employees
         designated by the Committee, either at the Committee's own initiative
         or upon the recommendation of management. In determining the Employees
         to whom Options shall be granted and the number of Shares to be covered
         by each Option, the Committee may take into account the nature of the
         services rendered by the respective Employees, their present and
         potential contributions to the success of the Company, and such other
         factors as the Committee in its discretion shall deem relevant. The
         Company shall effect the granting of Options under the Plan in
         accordance with the determination made by the Committee.

6.       PRICE OF OPTIONS.

         The price of the Option shall be the Fair Market Value on the date of
         grant.




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7.       TERM OF OPTION.

         Except as otherwise set forth in an Option Agreement, the Option shall
         terminate on the earliest to occur of the following:

         (a)      The expiration of ten (10) years from the date of grant.

         (b)      Three (3) months after the termination of the Optionee, as
                  long as termination is not the result of Disability, death,
                  termination for Cause or Retirement.

         (c)      In the case of termination as a result of Disability or death,
                  one (1) year after the date of such termination. In the event
                  the Optionee's relationship with the Company terminates as a
                  result of Disability or death, the Option shall immediately
                  become fully vested and exercisable as of the date of such
                  termination.

         (d)      In the case of termination as a result of Retirement, three
                  (3) years after the date of such termination. In the event the
                  Optionee's relationship with the Company terminates as a
                  result of Retirement the Option shall immediately become fully
                  vested and exercisable as of the date of such termination.

         (e)      In the case of termination as a result of Cause, immediately
                  upon the determination by the Committee or the Chairman of the
                  Committee that exists therefor.

8.       EXERCISE OF OPTIONS.

         (a)      General. Except as provided below, each Option may be
                  exercised at such times and in such amounts as the Committee
                  in its discretion may provide.

         (b)      Manner of Exercising Options. Shares of Common Stock purchased
                  under Options shall at the time of purchase be paid for in
                  full. To the extent that the right to purchase Shares has
                  accrued hereunder, Options may be exercised from time to time
                  by written notice to the Company stating the full number of
                  Shares with respect to which the Option is being exercised,
                  and the time of delivery thereof, which shall be at least 15
                  days after the giving of such notice unless an earlier date
                  shall have been mutually agreed upon. Payment shall be by cash
                  or by certified or official bank check payable to the Company.
                  Except as otherwise provided by the Committee before the
                  Option is exercised; (i) all or a portion of the Exercise
                  Price may be paid by the participant by delivery of Shares of
                  Stock owned by the Participant and acceptable to the Committee
                  having an aggregate Fair Market Value (valued as of the date
                  of exercise) that is equal to the amount of cash that would
                  otherwise be required; and (ii) the Participant may pay the
                  Exercise Price by authorizing a third party to sell Shares of
                  Stock (or sufficient portion of the sale proceeds to pay the
                  entire Exercise Price and any tax withholding resulting from
                  such exercise). The Option shall not be exercisable if





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                  and to the extent the Company determines that such exercise
                  does not follow regulations of any securities exchange on
                  which the Stock is traded. If the Company makes such
                  determination hereunder, the Company may rely on the opinion
                  of counsel for the Company.

9.       NON-ASSIGNABILITY OF OPTION RIGHTS.

         No Option granted under the Plan shall be assignable or transferable
         otherwise than by will or by the laws of descent and distribution.
         During the lifetime of an Optionee the Option shall be exercisable only
         by him.

10.      LEAVE OF ABSENCE.

         In the discretion of the Chairman or the Committee, an approved leave
         of absence shall not be deemed a termination of employment; however, no
         Option may be exercised during such leave of absence.

11.      CHANGE OF CONTROL.

         Notwithstanding any contrary provision in the Plan, in the event of a
         Change in Control (as defined below), all Options shall be 100% vested
         and deemed earned in full as of the day immediately preceding the
         Change in Control date unless otherwise expressly provided in the
         Optionee's Option Agreement.

         Notwithstanding any other provision of this Plan, unless expressly
         provided otherwise in the Optionee's Option Agreement, the provisions
         of this Section 11 may not be terminated, amended, or modified to
         adversely affect any Option theretofore granted under the Plan without
         the prior written consent of the Optionee with respect to his
         outstanding Option subject, however, to the last paragraph of this
         Section 11.

         For all purposes of the Plan, a "Change in Control" of the Company
         shall mean:

         (a)      The acquisition by an individual, entity or group (within the
                  meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act (a
                  "Person") of beneficial ownership (within the meaning of Rule
                  13d-3 promulgated under the Exchange Act) of fifty percent
                  (50%) or more of the total voting power of all the Company's
                  then outstanding securities entitled to vote generally in the
                  election of Directors to the Board; provided, however, that
                  for purposes of this subsection (a), the following
                  acquisitions shall not constitute a Change in Control: (i) any
                  acquisition by the Company or its Parent or Subsidiaries, (ii)
                  any acquisition by any Employee benefit plan (or related
                  trust) sponsored or maintained by the Company or its Parent or
                  Subsidiaries, or (iii) any acquisition consummated with the
                  prior approval of the Board; or

         (b)      During the period of two consecutive calendar years,
                  individuals who at the beginning of such period constitute the
                  Board, and any new Directors whose election by the Board or
                  nomination for election by the Company's shareholders





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                  was approved by a vote of at least two-thirds of the Directors
                  then still in office, who either were Directors at the
                  beginning of the two-year period or whose election or
                  nomination for election was previously so approved, cease for
                  any reason to constitute a majority of the Board; or

         (c)      The Company becomes a party to a merger, plan of
                  reorganization, consolidation or share exchange in which
                  either (i) the Company will not be the surviving corporation
                  or (ii) the Company will be the surviving corporation and any
                  outstanding Shares of the Company's Common Stock will be
                  converted into shares of any other company (other than a
                  re-incorporation or the establishment of a holding company
                  involving no change of ownership of the Company) or other
                  securities, cash or other property (excluding payments made
                  solely for fractional Shares; or

         (d)      The shareholders of the Company approve a merger, plan of
                  reorganization, consolidation or share exchange with any other
                  corporation, and immediately following such merger, plan of
                  reorganization, consolidation or share exchange the holders of
                  the voting securities of the Company outstanding immediately
                  prior thereto hold securities representing fifty percent (50%)
                  or less of the combined voting power of the voting securities
                  of the Company or such surviving entity outstanding
                  immediately after such merger, plan of reorganization,
                  consolidation or share exchange; provided, however, that
                  notwithstanding the foregoing, no Change in Control shall be
                  deemed to have occurred if one-half (1/2) or more of the
                  members of the Board of the Company or such surviving entity
                  immediately after such merger, plan of reorganization,
                  consolidation or share exchange is comprised of persons who
                  served as Directors of the Company immediately prior to such
                  merger, plan of reorganization, consolidation or share
                  exchange or who are otherwise designees of the Company; or

         (e)      Upon approval by the Company's shareholders of a complete
                  liquidation and dissolution of the Company or the sale or
                  other disposition of all or substantially all of the assets of
                  the Company other than to a Parent or Subsidiary; or

         (f)      Any other event that a majority of the Board, in its sole
                  discretion, shall determine constitutes a Change in Control.

         Notwithstanding the occurrence of any of the foregoing events of this
         Section 11 which would otherwise result in a Change in Control, the
         Board may determine in its complete discretion, if it deems it to be in
         the best interest of the Company, that an event or events otherwise
         constituting a Change in Control shall not be considered a Change in
         Control. Such determination shall be effective only if it is made by
         the Board prior to the occurrence of an event that otherwise would be a
         Change in Control, or after such event if made by the Board a majority
         of which is composed of Directors who were members of the Board
         immediately prior to the event that otherwise would be a Change in
         Control.




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12.      ADJUSTMENT OF OPTIONS ON RECAPITALIZATION OR REORGANIZATION.

         The aggregate number of Shares of Common Stock on which Options may be
         granted to persons participating under the Plan, the aggregate number
         of Shares of Common Stock on which Options may be granted to any one
         such person, the number of Shares thereof covered by each outstanding
         Option, and the price per Share thereof in each such Option, shall be
         proportionately adjusted for any increase or decrease in the number of
         issued Shares of Common Stock of the Company resulting from the
         subdivision or combination of Shares or other capital adjustments, or
         the payment of a Common Stock dividend after the effective date of this
         Plan, or other increase or decrease in such Shares effected without
         receipt of consideration by the Company; provided, however, that no
         adjustment shall be made unless the aggregate effect of all such
         increases and decreases occurring in any one fiscal year after the
         effective date of this Plan will increase or decrease the number of
         issued Shares of Common Stock of the Company by 5% or more; and,
         provided, further, that any Options to purchase fractional Shares
         resulting from any such adjustment shall be eliminated.

         Subject to any required action by the stockholders and to Section 11
         hereof, if the Company shall be the surviving or resulting corporation
         in any merger or consolidation, any Option granted hereunder shall
         pertain to and apply to the securities to which a holder of the number
         of Shares of Common Stock subject to Option would have been entitled
         had such Option been exercised immediately preceding such merger or
         consolidation; but a dissolution or liquidation of the Company, or a
         merger or consolidation in which the Company is not the surviving or
         resulting corporation (except for a change in Control as defined in
         Section 11 hereof in which case Section 11 shall govern then
         outstanding Options shall cause every Option outstanding hereunder to
         terminate, except that the surviving or resulting corporation may, in
         its absolute and uncontrolled discretion, tender an Option or Options
         to purchase its Shares on its terms and conditions, both as to the
         number of Shares and otherwise.

         Adjustments under this Section shall be made by the Committee, whose
         determination as to what adjustments shall be made, and the extent
         thereof, shall be final, binding and conclusive.

13.      AGREEMENTS BY OPTIONEE.

         Each individual Optionee shall agree:

         (a)      If requested by the Company, at the time of exercise of any
                  Option, to execute an agreement stating that he is purchasing
                  the Shares subject to Option for investment purposes and not
                  with a view to the resale or distribution thereof; and

         (b)      All deliveries and distribution under this Agreement results
                  in compensation income to the Employee for federal, state or
                  local income tax purposes. Employee shall deliver to the
                  Company at the time of such distribution, as the case may be,
                  such amount of money as the Company may require to meet its




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                  obligation under applicable tax laws or regulations, and, if
                  such Employee fails to do so, Company is authorized to
                  withhold from any cash or stock remuneration then or
                  thereafter payable to Employee any tax required to be withheld
                  by reason of such resulting compensation income.

14.      RIGHTS AS A SHAREHOLDER.

         The Optionee shall have no rights as a stockholder with respect to any
         Shares of Common Stock of the Company held under Option until the date
         of issuance of the stock certificates to him for such Shares.

15.      EFFECTIVE DATE.

         The Plan was effective as of September 1, 1992, upon approval by the
         holders of a majority of the Shares of outstanding capital stock
         present at the December 17, 1992 annual meeting of the Company's
         stockholders. The Plan was amended by the Board on August 29, 1997, and
         amended and restated by the Board on March 10, 1997, December 9, 1998,
         and March 7, 2000.

16.      AMENDMENTS.

         (a)     The Board may, from time to time, alter, suspend or terminate
                 the Plan, or alter or amend any and all Option agreements
                 granted thereunder but only for one or more of the following
                 purposes:

                  (1)      To modify the administrative provisions of the Plan
                           or Options;

                  (2)      To make any other amendment which does not materially
                           alter the intent or benefits of the Plan; or

                  (3)      Increase the maximum number of Shares as to which
                           Options may be granted under the Plan either to all
                           persons participating in the Plan or to any one such
                           person.

         (b)      It is expressly provided that no such action of the Board may,
                  without the approval of the stockholders, alter the provisions
                  of the Plan or Option agreements granted thereunder so as to:

                           Decrease the Option price applicable to any Options
                           granted under the Plan, provided, however, that the
                           provisions of this clause: (a) shall not prevent the
                           granting, to any person holding an Option under the
                           Plan, of additional Options under the Plan
                           exercisable at a lower Option price; or (b) alter any
                           outstanding Option agreement to the detriment of the
                           Optionee, without his consent.




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17.      EMPLOYMENT OBLIGATION.

         The granting of any Option under this Plan shall not impose upon the
         Company any obligation whatsoever to employ or to continue to employ
         any Optionee, and the right of the Company to terminate the employment
         of any officer or other Employee shall not be diminished or affected by
         reason of the fact that an Option has been granted to him under the
         Plan.

18.      VES OPTIONS.

         In order to carry out the terms of (i) the Combination Agreement dated
         May 10, 1996, between the Company and Veritas Energy Services Inc.
         ("VES") which was approved by the Company's stockholders at a special
         meeting held on August 20, 1996, and (ii) the Plan of Arrangement under
         Part 15 of the Business Corporations Act (Alberta) relating to the
         combination of the Company and VES which, pursuant to an interim order
         of the Court of Queen's Bench of Alberta dated July 18, 1996, was
         approved at special meetings of VES Optionholders and shareholders held
         August 20, 1996, this Plan shall include under its terms each of the
         Options (the "VES Options") outstanding on the Effective Date (as
         defined in the Combination Agreement) (which includes all outstanding
         Options granted under VES' Stock Option Plan for Directors, Officers
         and Key Employees (the "VES Option Plan")) without any further action
         on the part of any holder thereof (each a "VES Optionholder").
         Effective as of the Effective Time, each VES Option will be exercisable
         to purchase that number of Shares of the Company's Common Stock
         determined by multiplying the number of VES common shares (the "VES
         Common Shares") subject to such VES Option at the Effective Time by the
         Exchange Ratio (as defined in the Combination Agreement), at an
         exercise price per share of such VES Options immediately prior to the
         Effective Time, divided by the Exchange Ratio. On the Effective Date
         (as defined in the Combination Agreement), such exercise price shall be
         converted into a United States dollar equivalent based on the noon spot
         rate of exchange of the Bank of Canada on such date. If the foregoing
         calculation results in an exchanged VES Option being exercisable for a
         fractional Share of the Company's Common Stock, then the number of
         Shares of the Company's Common Stock subject to such Option will be
         rounded down to the nearest whole number of Shares and the total
         exercise price for the Option will be reduced by the exercise price of
         the fractional Share. The term, exercisability, vesting schedule and
         all other terms and conditions of the VES Options will otherwise be
         unchanged and shall operate in accordance with their terms,
         notwithstanding anything to the contrary contained herein.

19.      ENERTEC OPTIONS.

         In order to carry out the terms of (i) the Combination Agreement dated
         as of March 30, 1999 which was approved by the Company's stockholders
         at a special meeting held on September 21, 1999, and (ii) the Plan of
         Arrangement under Part 15 of the Business Corporations Act (Alberta)
         relating to the combination of the Company and Enertec Resource
         Services Inc. which, pursuant to an amended interim order of the Court
         of Queen's Bench of Alberta dated August 11, 1999, was approved at
         special meetings of





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         Enertec Optionholders and shareholders held September 22, 1999, this
         Plan shall include under its terms each of the Options (the "Enertec
         Options") outstanding on the Effective Date (as defined in the
         Combination Agreement) (which includes all outstanding Options granted
         under Enertec's stock option plans for directors, officers and
         Employees [collectively, the "Enertec Option Plan"]) without any
         further action on the part of any holder thereof (each an "Enertec
         Optionholder"). Effective as of the Effective Time, each Enertec Option
         will be exercisable to purchase that number of Shares of the Company's
         Common Stock determined by multiplying the number of Enertec common
         shares (the "Enertec Common Shares") subject to such Enertec Option at
         the Effective Time by the Exchange Ratio (as defined in the Combination
         Agreement), at an exercise price per Share of Veritas Common Stock
         equal to the exercise price per share of such Enertec Option
         immediately prior to the Effective Time, divided by the Exchange Ratio.
         On the Effective Date (as defined in the Combination Agreement), such
         exercise price shall be converted into a United States dollar
         equivalent based on the rate of exchange as stated in The Wall Street
         Journal next published after the Effective Time. If the foregoing
         calculation results in an exchanged Enertec Option being exercisable
         for a fractional Share of Veritas Common Stock, then the number of
         Shares of Veritas Common Stock subject to such Option will be rounded
         down to the nearest whole number of Shares and the total exercise price
         for the Option will be reduced by the exercise price of the fractional
         Share. Each Veritas Option shall be:

         (i)      fully vested immediately after the Effective Time; and

         (ii)     for a term commencing at the Effective Time and ending as
                  follows:

                  (A)      for each Optionholder who:

                           (1)      is an Enertec director, officer or Employee,
                                    at the Effective Time (a "Current
                                    Optionholder; and

                           (2)      after the Effective Time is employed or
                                    retained by the Company, Enertec or one of
                                    their Subsidiaries,

                           (3)      on the date as set forth in subsections 5(b)
                                    and (d) of the Enertec Option Plan;

                  (B)      for each Current Optionholder who at the Effective
                           Time is not retained as a director, officer or
                           Employee of the Company, Enertec or one of their
                           subsidiaries, on the date that is the first business
                           day on or immediately after the date that is 90 days
                           after the later of the Effective Date and the date
                           such director, officer or Employee is terminated; or

                  (C)      notwithstanding the provisions of (A) and (B) above,
                           the Enertec Option Plan or the Plan, for each Current
                           Optionholder with an executive termination contract,
                           on the current expiry date of such Option (the sixth
                           anniversary date).




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         The term, exercisability, and all other terms and conditions of the
         Enertec Options will otherwise be unchanged and shall operate in
         accordance with their terms, notwithstanding anything to the contrary
         contained herein."




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