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                                                                    EXHIBIT 10-S

                                VERITAS DGC INC.

                2001 KEY EMPLOYEE NONQUALIFIED STOCK OPTION PLAN


                                   ARTICLE I

                                      PLAN

         1.1 PURPOSE. The Plan is intended to advance the best interests of the
Company and its stockholders by providing those persons who have substantial
responsibility for the management and growth of the Company and its Subsidiaries
with additional incentives and an opportunity to obtain or increase their
proprietary interest in the Company, thereby encouraging them to continue in
their employment or affiliation with the Company or any of its Subsidiaries.

         1.2 TERM OF PLAN. The Plan is effective on February 1, 2001. The Plan
shall remain in effect until all Options granted under the Plan have been
exercised or expired.

                                   ARTICLE II

                                   DEFINITIONS

         The words and phrases defined in this Article shall have the meaning
set out in Schedule A attached hereto, unless the context in which any such word
or phrase appears reasonably requires a broader, narrower or different meaning.

                                  ARTICLE III

                                   ELIGIBILITY

         The individuals who shall be eligible to receive Options shall be those
Employees who are not officers (as defined by the Securities and Exchange
Commission in Rule 16a-1(f) under the Securities Exchange Act of 1934, or any
successor rule) or directors of the Company, who have substantial responsibility
for the management and growth of the Company or any of its Subsidiaries as the
Committee shall determine from time to time.

                                   ARTICLE IV

                     GENERAL PROVISIONS RELATING TO OPTIONS

         4.1 AUTHORITY TO GRANT OPTIONS. The Committee may grant Options to
those key Employees of the Company or any of its Subsidiaries as it shall from
time to time determine, under the terms and conditions of the Plan. Subject only
to any applicable limitations set out in the Plan, the number of shares of
Common Stock to be covered by any Option to be granted to any person shall be as
determined by the Committee.



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         4.2 DEDICATED SHARES. The maximum number of shares of Common Stock with
respect to which Options may be granted under the Plan is 2,000,000. Such shares
of Common Stock may be treasury shares or authorized but unissued shares. The
number of shares stated in this Section 4.2 shall be subject to adjustment in
accordance with the provisions of Section 4.5. If any outstanding Option expires
for any reason or any Option is surrendered, the shares of Common Stock
allocable to the unexercised portion of that Option may again be subject to an
Option under the Plan.

         4.3 NON-TRANSFERABILITY. Except as specified in the applicable Option
Agreement or in a domestic relations court order, an Option shall not be
transferable by the Optionee other than by will or under the laws of descent and
distribution, and shall be exercisable, during the Optionee's lifetime, only by
him. In the discretion of the Committee, any attempt to transfer an Option other
than under the terms of the Plan and the applicable Option Agreement may
terminate the Option.

         4.4 REQUIREMENTS OF LAW. The Company shall not be required to sell or
issue any Common Stock under any Option if issuing that Common Stock would
constitute or result in a violation by the Optionee or the Company of any
provision of any law, statute or regulation of any governmental authority.
Specifically, in connection with any applicable statute or regulation relating
to the registration of securities, upon exercise of any Option, the Company
shall not be required to issue any Common Stock unless the Committee has
received evidence satisfactory to it to the effect that the Optionee will not
transfer the Common Stock except in accordance with applicable law, including
receipt of an opinion of counsel satisfactory to the Company to the effect that
any proposed transfer complies with applicable law. The determination by the
Committee on this matter shall be final, binding and conclusive. The Company
may, but shall in no event be obligated to, register any Common Stock covered by
the Plan pursuant to applicable securities laws of any country or any political
subdivision. In the event the Common Stock issuable on exercise of an Option is
not registered, the Company may imprint on the certificate evidencing the Common
Stock any legend that counsel for the Company considers necessary or advisable
to comply with applicable law. The Company shall not be obligated to take any
other affirmative action in order to cause the exercise of an Option, or the
issuance of shares pursuant thereto, to comply with any law or regulation of any
governmental authority.

         4.5 CHANGES IN THE COMPANY'S CAPITAL STRUCTURE. (a) The existence of
outstanding Options shall not affect in any way the right or power of the
Company or its stockholders to make or authorize any or all adjustments,
recapitalizations, reorganizations or other changes in the Company's capital
structure or its business, any merger or consolidation of the Company, any issue
of bonds, debentures, preferred or prior preference stock ahead of or affecting
the Common Stock or its rights, the dissolution or liquidation of the Company,
any sale or transfer of all or any part of its assets or business or any other
corporate act or proceeding, whether of a similar character or otherwise.

         (b) If the Company shall effect a subdivision or consolidation of
shares or other capital readjustment, the payment of a stock dividend, or other
increase or reduction of the number of shares of Common Stock outstanding,
without receiving compensation for it in money, services or property, then (i)
the number, class or series and per share price of shares of Common Stock
subject to outstanding Options under the Plan shall be appropriately adjusted in



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such a manner as to entitle an Optionee to receive upon exercise of an Option,
for the same aggregate cash consideration, the equivalent total number and class
or series of shares he would have received had he exercised his Option in full
immediately prior to the event requiring the adjustment, and (ii) the number and
class or series of shares of Common Stock then reserved to be issued under the
Plan shall be adjusted by substituting for the total number and class or series
of shares of Common Stock then reserved, that number and class or series of
shares of Common Stock that would have been received by the owner of an equal
number of outstanding shares of each class or series of Common Stock as the
result of the event requiring the adjustment.

         (c) Unless the transaction constitutes a Change in Control, if while
unexercised Options remain outstanding under the Plan (i) the Company shall not
be the surviving entity in any merger, consolidation or other reorganization (or
survives only as a subsidiary of an entity other than an entity that was
wholly-owned by the Company immediately prior to such merger, consolidation or
other reorganization), (ii) the Company sells, leases or exchanges or agrees to
sell, lease or exchange all or substantially all of its assets to any other
person or entity (other than an entity wholly-owned by the Company), (iii) the
Company is to be dissolved or (iv) the Company is a party to any other corporate
transaction (as defined under section 424(a) of the Code and applicable
Department of Treasury Regulations) that is not described in clauses (i), (ii)
or (iii) of this sentence (each such event is referred to herein as a "Corporate
Change"), then, except as otherwise provided in an Option Agreement or as a
result of the Board's effectuation of one or more of the alternatives described
below, there shall be no acceleration of the time at which any Option then
outstanding may be exercised, and no later than ten days after the approval by
the stockholders of the Company of such Corporate Change, the Board, acting in
its sole and absolute discretion without the consent or approval of any
Optionee, shall act to effect one or more of the following alternatives, which
may vary among individual Optionees and which may vary among Options held by any
individual Optionee:

                  1. accelerate the time at which some or all of the Options
         then outstanding may be exercised so that such Options may be exercised
         in full for a limited period of time on or before a specified date
         (before or after such Corporate Change) fixed by the Board, after which
         specified date all such Options that remain unexercised and all rights
         of Optionees thereunder shall terminate;

                  2. require the mandatory surrender to the Company by all or
         selected Optionees of some or all of the then outstanding Options held
         by such Optionees (irrespective of whether such Options are then
         exercisable under the provisions of the Plan or the Option Agreements
         evidencing such Options) as of a date, before or after such Corporate
         Change, specified by the Board, in which event the Board shall
         thereupon cancel such Options and the Company shall pay to each such
         Optionee an amount of cash per share equal to the excess, if any, of
         the per share price offered to stockholders of the Company in
         connection with such Corporate Change over the exercise prices under
         such Options for such shares;

                  3. with respect to all or selected Optionees, have some or all
         of their then outstanding Options (whether vested or unvested) assumed
         or have a new Option substituted for some or all of their then
         outstanding Options (whether vested or unvested) by an entity which is
         a party to the transaction resulting in



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         such Corporate Change and which is then employing him, or a parent or
         subsidiary of such entity, provided that (A) such assumption or
         substitution is on a basis where the excess of the aggregate fair
         market value of the shares subject to the Option immediately after the
         assumption or substitution over the aggregate exercise price of such
         shares is equal to the excess of the aggregate fair market value of all
         shares subject to the Option immediately before such assumption or
         substitution over the aggregate exercise price of such shares, and (B)
         the assumed rights under such existing Option or the substituted rights
         under such new Option as the case may be will have the same terms and
         conditions as the rights under the existing Option assumed or
         substituted for, as the case may be;

                  4. provide that the number and class or series of shares of
         Common Stock covered by an Option (whether vested or unvested)
         theretofore granted shall be adjusted so that such Option when
         exercised shall thereafter cover the number and class or series of
         shares of stock or other securities or property (including, without
         limitation, cash) to which the Optionee would have been entitled
         pursuant to the terms of the agreement or plan relating to such
         Corporate Change if, immediately prior to such Corporate Change, the
         Optionee had been the holder of record of the number of shares of
         Common Stock then covered by such Option; or

                  5. make such adjustments to Options then outstanding as the
         Board deems appropriate to reflect such Corporate Change (provided,
         however, that the Board may determine in its sole and absolute
         discretion that no such adjustment is necessary).

         In effecting one or more of alternatives (3), (4) or (5) above, and
except as otherwise may be provided in an Option Agreement, the Board, in its
sole and absolute discretion and without the consent or approval of any
Optionee, may accelerate the time at which some or all Options then outstanding
may be exercised.

         (d) In the event of an occurrence of a Change in Control, an
outstanding Option shall be fully exercisable as of the day immediately
preceding the Change in Control unless otherwise expressly provided in the
Optionee's Option Agreement. The provisions of this paragraph (d) of Section 4.5
may not be deleted or amended to adversely affect an Option granted under the
Plan without the prior written consent of the Optionee to whom the Option was
granted, unless the Optionee's Option Agreement expressly provides otherwise.

         (e) In the event of changes in the outstanding Common Stock by reason
of recapitalizations, reorganizations, mergers, consolidations, combinations,
exchanges or other relevant changes in capitalization occurring after the date
of the grant of any Option and not otherwise provided for by this Section 4.5,
any outstanding Options and any agreements evidencing such Options shall be
subject to adjustment by the Board in its sole and absolute discretion as to the
number and price of shares of stock or other consideration subject to such
Options. In the event of any such change in the outstanding Common Stock, the
aggregate number of shares available under the Plan may be appropriately
adjusted by the Board, whose determination shall be conclusive.



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         (f) The issue by the Company of shares of stock of any class or series,
or securities convertible into shares of stock of any class or series, for cash
or property, or for labor or services either upon direct sale or upon the
exercise of rights or warrants to subscribe for them, or upon conversion of
shares or obligations of the Company convertible into shares or other
securities, shall not affect, and no adjustment by reason of such issuance shall
be made with respect to, the number, class or series, or price of shares of
Common Stock then subject to outstanding Options.

         4.6 TYPES OF OPTIONS. All Options granted under the Plan shall be
nonqualified stock options that are not intended to satisfy the requirements of
section 422 of the Code.

                                   ARTICLE V

                                     OPTIONS

         5.1 EXERCISE PRICE. The price at which Common Stock may be purchased
under an Option shall not be less than 100% of the Fair Market Value of the
shares of Common Stock on the date the Option is granted.

         5.2 DURATION OF OPTIONS. An Option shall not be exercisable after the
earlier of (i) the term of the Option specified in the Option Agreement (which
shall not exceed ten years from the date the Option is granted), or (ii) the
period of time specified herein or in the Optionee's Option Agreement that
follows the Optionee's Retirement, Disability, death or other Termination of
Employment. Unless an Optionee's Option Agreement specifies otherwise, the
Optionee's Option shall not continue to vest after the date of the Optionee's
Termination of Employment for any reason other than the death or Disability of
the Optionee.

                  (a) General Term of Option. Unless the Option Agreement
         specifies a shorter term, an Option shall expire on the tenth
         anniversary of the date the Option is granted.

                  (b) Early Termination of Option Due to Termination of
         Employment (Other Than for Death, Disability or Retirement). Except as
         may be otherwise expressly provided in an Option Agreement, an Option
         shall terminate on the earlier of (1) the date of the expiration of the
         general term of the Option or (2) the date that is three months after
         the date of the Optionee's Termination of Employment for any reason
         other than the death, Disability or Retirement of the Optionee, during
         which period the Optionee shall be entitled to exercise the Option in
         respect of the number of shares of Common Stock that the Optionee would
         have been entitled to purchase had the Optionee exercised the Option on
         the date of such Termination of Employment. Whether a leave of absence,
         or absence on military or government service, shall constitute a
         Termination of the Employment shall be determined by the Committee at
         the time thereof.

                  (c) Early Termination of Option Due to Death or Disability.
         Unless his Option Agreement specifies otherwise, in the event an
         Optionee incurs a Termination of the Employment due to death or
         Disability, the Optionee's Option shall terminate on the earlier of (1)
         the date of expiration of the general term of the Option or (2) the
         first anniversary of the date of the Optionee's Termination of
         Employment due to death or Disability.



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                  (d) Early Termination of Option Due to Retirement. Unless the
         Option Agreement specifies otherwise, upon the Optionee's Retirement,
         the Optionee's Option shall terminate on the earlier of (1) the
         expiration of the general term of the Option or (2) three years after
         the date of the Optionee's Termination of Employment due to Retirement.

         After the death of an Optionee, his executors, administrators or any
person or persons to whom the Optionee's Option may be transferred by will or by
the laws of descent and distribution, shall have the right, at any time prior to
the termination of the Option to exercise the Option, in respect to the number
of shares that the Optionee would have been entitled to exercise if the Optionee
exercised the Option prior to his death or, if the Option is fully exercisable
under Section 5.3, in respect of all of the remaining shares subject to the
Option.

         5.3 AMOUNT EXERCISABLE. Each Option may be exercised at the time, in
the manner and subject to the conditions the Committee specifies in the Option
Agreement in its sole discretion. If an Optionee incurs a Termination of
Employment due to death or Disability, the Optionee's Option will be immediately
exercisable in full upon the date of the Termination of Employment.

         5.4 EXERCISE OF OPTIONS. Each Option shall be exercised by the delivery
of written notice to the Committee setting forth the number of shares of Common
Stock with respect to which the Option is to be exercised, together with: (a)
cash, certified check, bank draft or postal or express money order payable to
the order of the Company for an amount equal to the exercise price under the
Option, (b) Mature Shares with a Fair Market Value on the date of exercise equal
to the exercise price under the Option, (c) an election to make a cashless
exercise through a registered broker-dealer (if approved in advance by the
Committee) or (d) except as specified below, any other form of payment which is
acceptable to the Committee, and specifying the address to which the
certificates for the shares are to be mailed. As promptly as practicable after
receipt of written notification and payment, the Company shall deliver to the
Optionee certificates for the number of shares with respect to which the Option
has been exercised, issued in the Optionee's name. If Mature Shares are used for
payment by the Optionee, the aggregate Fair Market Value of the shares of Common
Stock tendered must be equal to or less than the aggregate exercise price of the
shares being purchased upon exercise of the Option, and any difference must be
paid by cash, certified check, bank draft or postal or express money order
payable to the order of the Company. Delivery of the shares shall be deemed
effected for all purposes when a stock transfer agent of the Company shall have
deposited the certificates in the United States mail, addressed to the Optionee,
at the address specified by the Optionee.

         Whenever an Option is exercised by exchanging Mature Shares owned by
the Optionee, the Optionee shall deliver to the Company certificates registered
in the name of the Optionee representing a number of shares of Common Stock
legally and beneficially owned by the Optionee, free of all liens, claims and
encumbrances of every kind, accompanied by stock powers duly endorsed in blank
by the record holder of the shares represented by the certificates (with
signature guaranteed by a commercial bank or trust company or by a brokerage
firm having a membership on a registered national stock exchange). The delivery
of certificates upon



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the exercise of Options is subject to the condition that the person exercising
the Option provide the Company with the information the Company might reasonably
request pertaining to exercise, sale or other disposition.

         The Committee may permit an Optionee to elect to pay the exercise price
upon exercise of an Option by authorizing a third-party broker to sell all or a
portion of the shares of Common Stock acquired upon exercise of the Option and
remit to the Company a sufficient portion of the sale proceeds to pay the
exercise price and any applicable tax withholding resulting from such exercise.

         The Committee shall not permit an Optionee to pay his exercise price
upon the exercise of an Option by having the Company reduce the number of shares
of Common Stock that will be delivered to the Optionee pursuant to the exercise
of the Option. In addition, the Committee shall not permit an Optionee to pay
his exercise price upon the exercise of an Option by using shares of Common
Stock other than Mature Shares.

         An Option may not be exercised for a fraction of a share of Common
Stock.

         5.5 SUBSTITUTION OPTIONS. Options may be granted under the Plan from
time to time in substitution for stock options held by employees of other
corporations who are about to become employees of or affiliated with the Company
or any Subsidiary as the result of a merger or consolidation of the employing
corporation with the Company or any Subsidiary, or the acquisition by the
Company or any Subsidiary of the assets of the employing corporation, or the
acquisition by the Company or any Subsidiary of stock of the employing
corporation as the result of which it becomes a Subsidiary. The terms and
conditions of the substitute Options granted may vary from the terms and
conditions set out in the Plan to the extent the Committee, at the time of
grant, may deem appropriate to conform, in whole or in part, to the provisions
of the stock options in substitution for which they are granted.

         5.6 NO RIGHTS AS STOCKHOLDER. No Optionee shall have any rights as a
stockholder with respect to Common Stock covered by his Option until the date a
stock certificate is issued for the Common Stock.

                                   ARTICLE VI

                                 ADMINISTRATION

         The Plan shall be administered by the Committee. All questions of
interpretation and application of the Plan and Options shall be subject to the
determination of the Committee. A majority of the members of the Committee shall
constitute a quorum. All determinations of the Committee shall be made by a
majority of its members. Any decision or determination reduced to writing and
signed by a majority of the members shall be as effective as if it had been made
by a majority vote at a meeting properly called and held. In carrying out its
authority under the Plan, the Committee shall have full and final authority and
discretion, including but not limited to the following rights, powers and
authorities, to:

                  (a) determine the persons to whom and the time or times at
         which Options will be granted;



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                  (b) determine the number of shares of Common Stock covered by
         each Option;

                  (c) determine the terms, provisions and conditions of each
         Option, which need not be identical;

                  (d) accelerate the time at which any outstanding Option may be
         exercised;

                  (e) prescribe, amend and rescind rules and regulations
         relating to administration of the Plan; and

                  (f) make all other determinations and take all other actions
         deemed necessary, appropriate or advisable for the proper
         administration of the Plan.

The actions of the Committee in exercising all of the rights, powers, and
authorities set out in this Article and all other Articles of the Plan, when
performed in good faith and in its sole judgment, shall be final, conclusive and
binding on all parties.

                                  ARTICLE VII

                        AMENDMENT OR TERMINATION OF PLAN

         The Board or the Committee may amend, terminate or suspend the Plan at
any time, in its sole and absolute discretion.

                                  ARTICLE VIII

                                 RC(2) OPTIONS

         In order to carry out the terms of the Agreement and Plan of Merger By
and Among Veritas DGC Inc., RC(2) Acquisition Corp., and Reservoir
Characterization Research and Consulting, Inc. ("RC(2)") dated as of January 15,
2001, this Plan shall include under its terms each of the Exchanged Options
outstanding at the Effective Time without any further action on the part of any
holder thereof. (For purposes of this Article VIII, the terms "Exchanged
Options," "Effective Time" and "Exchange Ratio" have that meaning assigned to
them in the Agreement and Plan of Merger). After the Effective Time, each
Exchanged Option, when exercised, will be exercisable to purchase that number of
shares of Common Stock determined by multiplying the number of shares of RC(2)
common stock subject to such Exchanged Option by the Exchange Ratio, at an
exercise price per share of Common Stock equal to the exercise price per share
of such Exchanged Option immediately prior the Effective Time, divided by the
Exchange Ratio. If the foregoing calculation results in an option being
exercisable for a fractional share of Common Stock, then the number of shares of
Common Stock subject to such option will be rounded to the nearest whole number
of shares. If the calculation results in an exercise price per share that is a
fraction of a cent, the exercise price will be rounded to the nearest cent. The
term, vesting, exercisability, and all other terms and conditions of the
Exchanged Options will otherwise be unchanged and shall operate in accordance
with their terms, notwithstanding anything to the contrary contained herein.



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                                   ARTICLE IX

                                  MISCELLANEOUS

         9.1 NO ESTABLISHMENT OF A TRUST FUND. No property shall be set aside
nor shall a trust fund of any kind be established to secure the rights of any
Optionee under the Plan. All Optionees shall at all times rely solely upon the
general credit of the Company for the payment of any benefit which becomes
payable under the Plan.

         9.2 NO EMPLOYMENT OBLIGATION. The granting of any Option shall not
constitute an employment contract, express or implied, nor impose upon the
Company or any Subsidiary any obligation to employ or continue to employ, or
utilize the services of, any Optionee. The right of the Company or any
Subsidiary to terminate the employment of any person shall not be diminished or
affected by reason of the fact that an Option has been granted to him.

         9.3 FORFEITURE. Notwithstanding any other provisions of the Plan, if
the Committee finds by a majority vote after full consideration of the facts
that the Optionee, before or after termination of his employment relationship
with the Company or a Subsidiary for any reason committed or engaged in willful
misconduct, gross negligence, a breach of fiduciary duty, fraud, embezzlement,
theft, a felony, a crime involving moral turpitude or proven dishonesty in the
course of his employment by the Company or a Subsidiary, which conduct damaged
the Company or Subsidiary, the Optionee shall forfeit all outstanding Options,
and all exercised Options if the Company has not yet delivered a stock
certificate to the Optionee with respect thereto. The decision of the Committee
as to the cause of the Optionee's discharge, the damage done to the Company or a
Subsidiary shall be final. No decision of the Committee, however, shall affect
the finality of the discharge of the Optionee by the Company or a Subsidiary in
any manner.

         9.4 TAX WITHHOLDING. The Company or any Subsidiary shall be entitled to
deduct from other compensation payable to each Optionee any sums required by
federal, state or local tax law to be withheld with respect to the grant or
exercise of an Option, or lapse of restrictions on Restricted Common Stock. In
the alternative, the Company may require the Optionee to pay such sums for taxes
directly to the Company or any Subsidiary in cash or by check within ten days
after the date of exercise or lapse of restrictions. In the discretion of the
Committee, and with the consent of the Optionee, the Company may reduce the
number of shares of Common Stock issued to the Optionee upon his exercise of an
Option to satisfy the tax withholding obligations of the Company or a
Subsidiary; provided that the Fair Market Value of the shares held back shall
not exceed the Company's or the Subsidiary's minimum statutory withholding tax
obligations. The Company shall have no obligation upon exercise of any Option
until the Company or a Subsidiary has received payment sufficient to cover all
tax withholding amounts due with respect to that exercise. Neither the Company
nor any Subsidiary shall be obligated to advise an Optionee of the existence of
the tax or the amount which it will be required to withhold.

         9.5 WRITTEN AGREEMENT. Each Option shall be embodied in a written
agreement which shall be subject to the terms and conditions of the Plan and
shall be signed by the Optionee and by a member of the Committee or an executive
officer of the Company on behalf



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of the Company. The agreement may contain any other provisions that the
Committee in its discretion shall deem advisable which are not inconsistent with
the terms of the Plan.

         9.6 GENDER. If the context requires, words of one gender when used in
the Plan shall include the other and words used in the singular or plural shall
include the other.

         9.7 HEADINGS. Headings of Articles and Sections are included for
convenience of reference only and do not constitute part of the Plan and shall
not be used in construing the terms of the Plan.

         9.8 OTHER COMPENSATION PLANS. The adoption of the Plan shall not affect
any other stock option, incentive or other compensation or benefit plans in
effect for the Company or any Subsidiary, nor shall the Plan preclude the
Company from establishing any other forms of incentive compensation arrangements
for Employees.

         9.9 OTHER OPTIONS. The grant of an Option shall not confer upon an
Optionee the right to receive any future or other Options under the Plan,
whether or not Options may be granted to similarly situated Employees, or the
right to receive future Options upon the same terms or conditions as previously
granted.

         9.10 GOVERNING LAW. The provisions of the Plan shall be construed,
administered and governed under the laws of the State of Texas.





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