EXHIBIT 10.28  EMPLOYMENT AGREEMENT  This Employment Agreement (this Agreement) is made
and entered into by and between Veritas DGC Inc., a Delaware corporation
(hereinafter referred to as Employer), and Vincent M. Thielen, an individual
currently resident in Houston, Texas (hereinafter referred to as Employee),
effective as of September 23, 2003 (the Effective Date).  W
I  T  N  E  S  S  E  T  H:  WHEREAS, attendant to
Employees employment by Employer, Employer and Employee wish for there to be a
complete understanding and agreement between Employer and Employee with respect
to, among other terms, Employees duties and responsibilities to Employer; the
compensation and benefits owed to Employee; the fiduciary duties owed by
Employee to Employer; Employees obligation to avoid conflicts of interest,
disclose pertinent information to Employer, and refrain from using or
disclosing Employers information; and the term of Employees employment;  WHEREAS, Employer
considers the establishment and maintenance of a sound and vital management to
be essential to protecting and enhancing its best interests and the best
interests of its stockholders;  WHEREAS, Employer
recognizes that, because Employer is a publicly held company and as is the case
with many such companies, the possibility of a change in control may exist and
that such possibility, and the uncertainty and questions which it may raise
among management, may result in the departure or distraction of management
personnel to the detriment of Employer and its stockholders;  WHEREAS, the Board of
Directors of Employer (the Board) has determined that appropriate steps
should be taken to reinforce and encourage the continued attention and
dedication of members of Employers management, including Employee, to their
assigned duties without distraction in the face of the potentially disturbing
circumstances arising from the possibility of a change in control of Employer;  WHEREAS, Employer
recognizes that Employee could suffer adverse financial and professional consequences
if a change in control of Employer were to occur;  WHEREAS, Employer and
Employee wish to enter into this Agreement to, among other things, protect
Employee if a change in control of Employer occurs, thereby encouraging
Employee to remain in the employ of Employer and not to be distracted from the
performance of his duties to Employer by the possibility of a change in control
of Employer;


NOW, THEREFORE, in consideration of the mutual
promises contained herein and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Employer and Employee
agree as follows:  Section 1. 
General Duties of Employer and Employee.  (a)           Employer agrees to employ Employee
and Employee agrees to accept employment by Employer and to serve Employer in
an executive capacity as its Vice President, Corporate Controller.  At the commencement of this Agreement,
Employee will report to the Executive Vice President, Chief Executive Officer &
Treasurer of Employer.  The powers, duties
and responsibilities of Employee as Vice President, Corporate Controller
include those duties that are the usual and customary powers, duties and
responsibilities of such office, including those powers, duties and
responsibilities specified in Employers Bylaws, and such other and further
duties appropriate to such position as may from time to time be assigned to
Employee by the Executive Vice President, Chief Executive Officer &
Treasurer or the Board.  (b)           While employed hereunder, Employee
will devote substantially all reasonable and necessary time, efforts, skills
and attention for the benefit of and with his primary attention to the affairs
of Employer in order that he may faithfully perform his duties and obligations.  The preceding sentence will not, however, be
deemed to restrict Employee from attending to matters or engaging in activities
not directly related to the business of Employer, provided that (i) such
activities or matters are reasonable in scope and time commitment and not
otherwise in violation of this Agreement, and (ii) Employee will not
become a director of any corporation or other entity (excluding charitable or
other non-profit organizations) without prior written disclosure to, and
consent of, Employer.  (c)           Employee is currently based at
Employers headquarters located at 10300 Town Park, Houston, Texas (the Place
of Employment).  (d)           Employee agrees and acknowledges that
during the term of this Agreement, he owes a fiduciary duty of loyalty,
fidelity and allegiance to act at all times in the best interests of Employer
and to do no act knowingly which would injure Employers business, its
interests or its reputation.  Section 2. 
Compensation and Benefits.  (a)           Employer will pay to Employee during
the term of this Agreement a base salary at the rate of $                         
per annum (such base salary as increased by the Compensation Committee of the
Board as hereinafter provided is referred to herein as the Base Salary).  The Compensation Committee of the Board will
review the Base Salary from time to time and, during the term of this
Agreement, may increase, but may not decrease, the Base Salary.  The Base Salary will be paid to Employee in
equal installments every two weeks or on such other schedule as Employer
may establish from time to time for its management personnel.  2


(b)           During each  fiscal year during the term of this
Agreement, Employee will be eligible to participate in that years Key
Contributor Incentive Compensation Plan or other replacement incentive or bonus
plan Employer establishes for its key executives.  (c)           Employee will be eligible for option
grants to purchase shares of Employers common stock, $.01 par value (Common
Stock), or other equity securities of Employer as provided under Employers
Key Contributor Incentive Compensation Plan (or other replacement incentive or
bonus plan Employer establishes for its key executives).  (d)           Employee will be entitled to paid
vacation of not less than four (4) weeks each year.  Vacation may be taken by Employee at the time
and for such periods as may be mutually agreed upon between Employer and
Employee.  (e)           Employee will be reimbursed in
accordance with Employers normal expense reimbursement policy for all of the
actual and reasonable costs and expenses incurred by him in the performance of
his services and duties hereunder, including, but not limited to, travel and
entertainment expenses.  Employee will
furnish Employer with all invoices and vouchers reflecting amounts for which
Employee seeks Employers reimbursement.  (f)            Employee will be entitled to
participate in all insurance and retirement plans, incentive compensation plans
(at a level appropriate to his position) and such other benefit plans or
programs as may be in effect from time to time for the key management employees
of Employer including, without limitation, those related to savings and thrift,
retirement, welfare, medical, dental, disability, salary continuance,
accidental death, travel accident, life insurance, incentive bonus, membership
in business and professional organizations, and reimbursement of business and
entertainment expenses.  (g)           All Base Salary, bonus and other
payments made by Employer to Employee pursuant to this Agreement will be
subject to such payroll and withholding deductions as may be required by law
and other deductions applied generally to employees of Employer for insurance
and other employee benefit plans in which Employee participates.  Section 3. 
Fiduciary Duty; Confidentiality.  (a)           In keeping with Employees fiduciary
duties to Employer, Employee agrees that he will not knowingly take any action
that would create a conflict of interest with Employer, or upon discovery
thereof, allow such a conflict to continue. 
In the event that Employee discovers that such a conflict exists,
Employee agrees that he will disclose to the Board any facts which might
involve a conflict of interest that has not been approved by the Board.  (b)           As part of Employees fiduciary
duties to Employer, Employee agrees to protect and safeguard Employers
information, ideas, concepts, improvements, discoveries, and inventions and any
proprietary, confidential and other information relating to Employer or its
business (collectively, Confidential Information) and, except as may be
required by Employer, Employee will not knowingly, either during his employment
by Employer or thereafter, directly or indirectly, use for his own benefit or
for the benefit of another, or disclose to another, any Confidential
Information, except (i) with the prior written consent of Employer; (ii) in
the course  3


of the proper performance of Employees duties under this Agreement; (iii) for
information that becomes generally available to the public other than as a
result of the unauthorized disclosure by Employee; (iv) for information
that becomes available to Employee on a nonconfidential basis from a source
other than Employer or its affiliated companies who is not bound by a duty of
confidentiality to Employer; or (v) as may be required by any applicable
law, rule, regulation or order.  (c)           Upon termination of his employment
with Employer, Employee will immediately deliver to Employer all documents in
Employees possession or under his control which embody any of Employers
Confidential Information.  (d)           In addition to the foregoing
provisions of this Section 3, and effective as of the Effective Date,
Employee agrees to enter into an Employee Confidentiality and Intellectual
Property Agreement with Employer, a copy of which is attached hereto as Exhibit A.  Section 4. 
Term.  Employees employment
with Employer, having previously commenced, will continue until terminated in
accordance with Section 5  Section 5. 
Termination.  (a)           Employees employment with Employer
hereunder will terminate upon the first to occur of the following:  (1)           The
death or Disability (as defined in Section 5 (b) hereof) of
Employee;  (2)           Employer
terminates such employment for Cause (as defined in Section 5(c) hereof);  (3)           Employee
terminates such employment for Good Reason (as defined in Section (d) hereof);  (4)           Employer
terminates such employment for any reason other than Cause or for no reason at
all;  (5)           Employee
terminates such employment for any reason other than Good Reason or for no
reason at all; or  (6)           Employees
sixty-fifth (65th) birthday, at which time Employee will continue to
be employed by Employer as an employee at will.  (b)           As used in this Agreement, Disability
means permanent and total disability (within the meaning of Section 22(e)(3) of
the Internal Revenue Code of 1986, as amended (the Code), or any successor
provision) which has existed for at least 180 consecutive days.  4


(c)           As used in this Agreement, Cause
means:  (1)           the
willful and continued failure by Employee to substantially perform his
obligations under this Agreement (other than any such failure resulting from
his Disability) after a demand for substantial performance has been delivered
to him by the Board which specifically identifies the manner in which the Board
believes Employee has not substantially performed such provisions and Employee
has failed to remedy the situation within ten (10) days after such demand;  (2)           Employees
willfully engaging in conduct materially and demonstrably injurious to the
property or business of Employer, including without limitation, fraud,
misappropriation of funds or other property of Employer, other willful
misconduct, gross negligence or conviction of a felony or any crime of moral
turpitude; or  (3)           Employees
material breach of this Agreement which breach has not been remedied by
Employee within ten (10) days after receipt by Employee of written notice
from Employer that he is in material breach of the Agreement, specifying the
particulars of such breach.  For purposes of
this Agreement, no act, or failure to act, on the part of Employee shall be
deemed willful or engaged in willfully if it was due primarily to an error
in judgment or negligence, but shall be deemed willful or engaged in willfully
only if done, or omitted to be done, by Employee not in good faith and without
reasonable belief that his action or omission was in the best interest of
Employer.  Notwithstanding the foregoing,
Employee shall not be deemed to have been terminated as a result of Cause
hereunder unless and until there shall have been delivered to Employee a copy
of a resolution duly adopted by the affirmative vote of not less than three-quarters
of the Board then in office at a meeting of the Board called and held for such
purpose (after reasonable notice to Employee and an opportunity for Employee,
together with his counsel, to be heard before the Board), finding that, in the
good faith opinion of the Board of Directors, Employee has committed an act set
forth above in this Section 5(c) and specifying the particulars
thereof in detail.  Nothing herein shall
limit the right of Employee or his legal representatives to contest the
validity or propriety of any such determination.  (d)           As used in this Agreement, Good
Reason means:  (1)           Employers
failure to comply with any of the provisions of Section 2 of this
Agreement (including, but not limited to, such a failure resulting from any
reduction in the Base Salary) which failure is not remedied within ten (10) days
after receipt of written notice from Employee specifying the particulars of
such breach;  (2)           Employers
breach of any other material provision of this Agreement which is not remedied
within ten (10) days after receipt by Employer of written notice from
Employee specifying the particulars of such breach;  5


(3)           the
assignment to Employee of any duties materially inconsistent with Employees
position (including status, offices, titles, and reporting requirements),
duties, functions, responsibilities, or authority as contemplated by Section 1
of this Agreement or other action by Employer that results in a diminution
(other than an isolated, inconsequential or insubstantial diminution which is
remedied by Employer promptly after receipt of written notice thereof given by
Employee) in such position, duties, functions, responsibilities or authority;
or  (4)           the
relocation of  Employees principal place
of performance of his duties and responsibilities under this Agreement to a
location more than one hundred miles (100) miles from the Place of Employment;  (5)           After
a Change in Control (as defined in Section 6(g) hereof), (i) Employers
failure to continue in effect any benefit or compensation plan (including, but
not limited to, any bonus, incentive, retirement, supplemental executive
retirement, savings, profit sharing, pension, performance, stock option, stock
purchase, deferred compensation, life insurance, medical, dental, health,
hospital, accident or disability plans) in which Employee is participating at
the time of such Change in Control (or plans providing to Employee, in the
aggregate, substantially similar benefits as the benefits enjoyed by Employee
under the benefit and compensation plans in which Employee is participating at
the time of such Change in Control), or (ii) the taking of any action by
Employer that would adversely affect Employees participation in or materially
reduce Employees benefits under any of such plans or deprive Employee of any
material fringe benefit enjoyed by Employee at the time of such Change in
Control;  (6)           Any
failure by Employer to comply with Section 11(c); or  (7)           Any
purported termination of Employees employment by Employer which is not
effected pursuant to a Notice of Termination satisfying the requirements of Section 5(e) hereof
(and for purposes of this Agreement, no such purported termination shall be
effective).  (e)           Any termination by Employer or
Employee of Employees employment with Employer (other than any such
termination occurring on Employees sixty-fifth (65th) birthday)
shall be communicated by written notice (a Notice of Termination) to the
other party that shall:  (1)           indicate
the specific provision of this Agreement relied upon for such termination;  (2)           indicate
the specific provision of this Agreement pursuant to which Employee is to
receive compensation and other benefits as a result of such termination; and  (3)           otherwise
comply with the provisions of this Section 5(e) and Section 13(a).  6


If a Notice of
Termination states that Employees employment with Employer has been terminated
as a result of Employees Disability, the notice shall (i) specifically
describe the basis for the determination of Employees Disability, and (ii) state
the date of the determination of Employees Disability, which date shall be not
more than ten (10) days before the date such notice is given.  If the notice is from Employer and states
that Employees employment with Employer is terminated by Employer as a result
of the occurrence of Cause, the Notice of Termination shall specifically
describe the action or inaction of Employee that Employer believes constitutes
Cause and shall be accompanied by a copy of the resolution satisfying Section 5(c).  If the Notice of Termination is from Employee
and states that Employees employment with Employer is terminated by Employee
as a result of the occurrence of Good Reason, the Notice of Termination shall
specifically describe the action or inaction of Employer that Employee believes
constitutes Good Reason.  Any purported
termination by Employer of Employees employment with Employer shall be
ineffective unless such termination shall have been communicated by Employer to
Employee by a Notice of Termination that meets the requirements of this Section 5(e) and
the provisions of Section 13(a).  (f)            As used in this Agreement, Date of
Termination means:  (1)           if
Employees employment with Employer is terminated for Disability, sixty (60)
days after Notice of Termination is received by Employee or any later date
specified therein, provided that within such sixty (60) day period Employee
shall not have returned to full-time performance of Employees duties;  (2)           if
Employees employment with Employer is terminated as a result of Employees
death, the date of death of Employee;  (3)           if
Employees employment with Employer is terminated for Cause, the date Notice of
Termination, accompanied by a copy of the resolution satisfying Section 5(c),
is received by Employee or any later date specified therein, provided that
Employer may, in its discretion, condition Employees continued employment upon
such considerations or requirements as may be reasonable under the
circumstances and place a reasonable limitation upon the time within which
Employee will comply with such considerations or requirements;  (4)           if
Employees employment with Employer is terminated upon the occurrence of Employees
sixty-fifth (65th) birthday, the date of such birthday, at which
time Employee will continue to be employed by Employer as an employee at will;
or  (5)           if
Employees employment with Employer is terminated for any reason other than
Employees Disability, Employees death, Cause or the occurrence of Employees
sixty-fifth (65th) birthday, or for no reason, the date that is
fourteen (14) days after the date of receipt of the Notice of Termination.  7


Section 6. 
Effect of Termination.  (a)           Upon termination of Employees
employment by Employer for Cause, or by Employee for no reason or any reason
other than Good Reason, all compensation and benefits will cease upon the Date
of Termination other than: (i) those benefits that are provided by
retirement and benefit plans and programs specifically adopted and approved by
Employer for Employee that are earned and vested by the Date of Termination, (ii) as
provided in Section 10, (iii) Employees Base Salary through the Date
of Termination; (iv) any incentive compensation due Employee if, under the
terms of the relevant incentive compensation arrangement, such incentive
compensation was due and payable to Employee on or before the Date of
Termination; and (v) medical and similar benefits the continuation of
which is required by applicable law or provided by the applicable benefit plan.  (b)           Upon termination of Employees
employment due to the death of Employee or upon termination by Employer due to
the Disability of Employee, all compensation and benefits will cease upon the
Date of Termination other than: (i) those benefits that are provided by
retirement and benefit plans and programs specifically adopted and approved by
Employer for Employee that are earned and vested by the Date of Termination, (ii) as
provided in Section 10, (iii) Employees Base Salary through the Date
of Termination; (iv) any incentive compensation due Employee if, under the
terms of the relevant incentive compensation arrangement, such incentive
compensation was due and payable to Employee on or before the Date of
Termination; and (v) medical and similar benefits the continuation of
which is required by applicable law or provided by the applicable benefit plan.  (c)           Upon termination of this Agreement
due to Employees reaching his sixty-fifth (65th) birthday, Employee
will continue to be employed by Employer as an employee at will.  (d)           Except as otherwise provided in Section 6(e),
if Employees employment with Employer is terminated (i) by Employer for
no reason or for any reason other than Cause, the death or Disability of
Employee, or Employees reaching his sixty-fifth (65th) birthday, or
(ii) by Employee for Good Reason, the obligations of Employer and Employee
under Sections 1 and 2 will terminate as of the Date of Termination, and
Employer will pay or provide to Employee the following:  (1)           Employees
Base Salary through the Date of Termination;  (2)           incentive
compensation due Employee, if any, under the terms of the relevant incentive compensation
arrangement;  (3)           during
the one-year period ending on the first anniversary of the Date of Termination,
Employer shall pay to Employee an aggregate amount (the Severance Payment)
equal to one (1) times Employees Base Salary at the highest annual rate
in effect on or before the Date of Termination (but prior to giving effect to
any reduction therein which precipitated such termination), which Severance
Payment will be paid to Employee in equal installments every two weeks during
such one-year period; provided, however, that at any time during
such oneyear period Employer may, in its discretion, elect to pay to Employee
the  8


then remaining balance of
the Severance Payment in the form of a lump sum cash payment; and  (4)           if
immediately prior to the Date of Termination Employee (and, if applicable, his
spouse and/or dependents) was covered under Employers group medical, dental,
health and hospital plan in effect at such time, then Employer shall, at its
election, pay or provide to Employee one (but not both) of the following:  (i)for one (1) year after the Date of
Termination, and provided that Employee has timely elected under the
Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (COBRA),
to continue coverage under such plan, Employer will, at no greater cost or
expense to Employee than was the case immediately prior to the Date of
Termination, maintain such continued coverage in full force and effect; or  (ii)pay to Employee a lump sum cash payment
(the Section 6(d)(4)(ii) Payment) equal to the sum of:  (A)an amount equal to (I) twelve (12),
multiplied by (II) the amount of the applicable monthly COBRA premium
(determined based upon the applicable COBRA premium rate in effect immediately
after the Date of Termination) Employee would pay if Employee elected under
COBRA to maintain coverage identical to the coverage Employee (and, if
applicable, his spouse and/or dependents) had under such plan immediately prior
to the Date of Termination; plus  (B)an amount equal to the excess of (I) an
amount determined by dividing (x) the amount determined under Section 6(d)(4)(ii)(A) above,
by (y) one (1) minus the sum of the following which shall be determined
for the calendar year that includes the date of payment of the Section 6(d)(4)(ii) Payment
and shall be expressed as a decimal:  (i) the
highest marginal U.S. federal income tax rate applicable to individuals for
such calendar year, plus (ii) the highest foreign, state, provincial and/or
local individual income tax rate or rates, if any, to which the Section 6(d)(4)(ii) Payment
is subject for such calendar year (which shall be determined based on the
assumption that Employee pays income tax to any such foreign, state, provincial
or local  9


jurisdiction
at the highest marginal rate of income tax imposed by such jurisdiction on
individuals), plus, (iii) the Hospital (Medicare) Insurance tax rate under
Section 3101(b) of the Code (or any corresponding successor statute)
for such calendar year, over (II) the amount determined under Section 6(d)(4)(ii)(A) above.  Except as otherwise provided above and in Section 10,
all other compensation and benefits will cease upon the Date of Termination other
than the following: (i) those benefits that are provided by retirement and
benefit plans and programs specifically adopted and approved by Employer for
Employee that are earned and vested by the Date of Termination, (ii) any
rights Employee or his survivors may have under any grants of options to
purchase Employers Common Stock or under any grants of restricted stock of
Parent; and (iii) medical and similar benefits the continuation of which
is required by applicable law or as provided by the applicable benefit
plan.  As a condition to making the
payments and providing the benefits specified in this Section 6(d),
Employer will require that Employee execute a release of all claims Employee
may have against Employer at the time of Employees termination.  Such release will be in substantially the
same form as Exhibit B attached hereto.  (e)           If (i) a Change in Control (as
defined in Section 6(g) hereof) shall have occurred, and (ii) within
two (2) years after such Change in Control Employees employment with
Employer is terminated (x) by Employer for no reason or for any reason
other than Cause, the death or Disability of Employee, or Employees reaching
his sixty-fifth (65th) birthday, or (y) by Employee for Good
Reason, the obligations of Employer and Employee under Sections 1 and 2 will
terminate as of the Date of Termination, Section 6(d) above shall not
apply, and Employer will pay or provide to Employee:  (1)           Employees
Base Salary through the Date of Termination;  (2)           incentive
compensation due Employee, if any, under the terms of the relevant incentive
compensation arrangement;  (3)           within
thirty (30) days after the Date of Termination, a lump sum cash payment equal
to two (2) times the sum of:  (i)Employees Base Salary at the highest
annual rate in effect  on or before the
Date of Termination (but prior to giving effect to any reduction therein which
precipitated such termination), plus  (ii)An amount equal to the greater of:  (A)the average of the incentive bonuses paid
to Employee for the last three (3) full fiscal years of Employer ending
before the Date of Termination (or, if Employee was not employed by Employer  10


hereunder
for such last three (3) full fiscal years, the average of the incentive
bonuses paid to Employee for the number of full fiscal years of Employer ending
before the Date of Termination during which Employee was employed by Employer
hereunder);  (B)the incentive bonus paid to Employee for
the last full fiscal year of Employer ending before the Date of Termination; or  (C)an amount equal to Employees Base Salary
described in Section 6(e)(3)(i) multiplied by Employees target
percentage under the Key Contributor Incentive Compensation Plan or other
replacement incentive or bonus plan of Employer for the fiscal year which
includes the Date of Termination;  (4)           if
immediately prior to the Date of Termination Employee (and, if applicable, his
spouse and/or dependents) was covered under Employers group medical, dental,
health and hospital plan in effect at such time, then Employer shall, at its
election, pay or provide to Employee one (but not both) of the following:  (i)for eighteen (18) months after the Date
of Termination, and provided that Employee has timely elected under COBRA to
continue coverage under such plan, Employer will, at no greater cost or expense
to Employee than was the case immediately prior to the Date of Termination,
maintain such continued coverage in full force and effect; or  (ii)pay to Employee a lump sum cash payment
(the Section 6(e)(4)(ii) Payment) equal to the sum of:  (A)an amount equal to (I) eighteen (18),
multiplied by (II) the amount of the applicable monthly COBRA premium
(determined based upon the applicable COBRA premium rate in effect immediately
after the Date of Termination) Employee would pay if Employee elected under
COBRA to maintain coverage identical to the coverage Employee (and, if
applicable, his spouse and/or dependents) had under such plan immediately prior
to the Date of Termination; plus  (B)an amount equal to the excess of (I) an
amount determined by dividing (x) the amount determined  11


under Section 6(e)(4)(ii)(A) above,
by (y) one (1) minus the sum of the following which shall be determined
for the calendar year that includes the date of payment of the Section 6(e)(4)(ii) Payment
and shall be expressed as a decimal:  (i) the
highest marginal U.S. federal income tax rate applicable to individuals for
such calendar year, plus (ii) the highest foreign, state, provincial
and/or local individual income tax rate or rates, if any, to which the Section 6(e)(4)(ii) Payment
is subject for such calendar year (which shall be determined based on the
assumption that Employee pays income tax to any such foreign, state, provincial
or local jurisdiction at the highest marginal rate of income tax imposed by
such jurisdiction on individuals), plus, (iii) the Hospital (Medicare)
Insurance tax rate under Section 3101(b) of the Code (or any corresponding
successor statute) for such calendar year, over (II) the amount determined
under Section 6(e)(4)(ii)(A) above; and  (5)           the
following shall occur immediately upon the occurrence of such Change in
Control:  (i)each option to acquire Common Stock or other
equity securities of Employer held by Employee immediately prior to such Change
in Control shall become fully exercisable, regardless of whether or not the
vesting conditions set forth in the relevant stock option agreement have been
satisfied in full, and shall remain fully exercisable for the remainder of the
ten-year term of such option; and  (ii)all restrictions on any restricted Common
Stock or other equity securities of Employer granted to Employee prior to such
Change in Control shall be removed and such Common Stock or other equity
securities shall be freely transferable (subject to applicable securities
laws), regardless of whether the conditions set forth in the relevant
restricted stock agreements have been satisfied in full.  As a condition to making the payments and providing
the benefits specified in this Section 6(e), Employer will require that
Employee execute a release of all claims Employee may have against Employer at
the time of Employees termination.  Such
release will be in substantially the same form as Exhibit B attached
hereto.  12


(f)            Notwithstanding anything contained
in this Agreement to the contrary, if following the commencement of any
discussion with a third person that ultimately results in a Change in Control, (i) Employees
employment with Employer is terminated by Employer for no reason or for any
reason other than Cause, (ii) Employee is removed from any material duties
or position with Employer, or (iii) Employer fails to comply with any of
the provisions of Section 2 of this Agreement, then for all purposes of
this Agreement, such Change in Control shall be deemed to have occurred on the
date immediately prior to the date of such termination, removal, or failure.  (g)           For purposes of this Agreement, a Change
in Control shall mean the occurrence of any of the following after the
Effective Date:  (1)           the
acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or
14(d)(2) of the Securities Exchange Act of 1934, as amended from time to
time (the Exchange Act), or any successor statute) (a Covered Person) of
beneficial ownership (within the meaning of Rule 13d-3 promulgated under
the Exchange Act) of 25% or more of either (i) the then outstanding shares
of Common Stock (the Outstanding Company Common Stock), or (ii) the
combined voting power of the then outstanding voting securities of Employer
entitled to vote generally in the election of directors (the Outstanding
Company Voting Securities); provided, however, that for purposes
of this Section 6(g)(1), the following acquisitions shall not constitute a
Change in Control: (i) any acquisition directly from Employer, (ii) any
acquisition by Employer, (iii) any acquisition by any employee benefit
plan (or related trust) sponsored or maintained by Employer or any entity
controlled by Employer, or (iv) any acquisition by any corporation
pursuant to a transaction which complies with Section 6(g)(3)(i), (ii) or
(iii); or  (2)           individuals
who, as of the Effective Date, constitute the Board (the Incumbent Board)
cease for any reason to constitute at least a majority of the Board; provided,
however, that any individual becoming a director subsequent to the
Effective Date whose election, or nomination for election by Employers
stockholders, was approved by a vote of at least two-thirds of the directors
then comprising the Incumbent Board shall be considered as though such
individual were a member of the Incumbent Board, but excluding, for this purpose,
any such individual whose initial assumption of office occurs as a result of an
actual or threatened election contest with respect to the election or removal
of directors or other actual or threatened solicitation of proxies or consents
by or on behalf of a Covered Person other than the Board; or  (3)           consummation
of (xx) a reorganization, merger, amalgamation, consolidation, sale or other
form of business combination of Employer or any subsidiary of Employer, or (yy)
a sale, lease, exchange, disposition or other transfer of all or substantially
all of the assets of Employer (a Business Combination), in each case, unless,
following such Business Combination, (i) all or substantially all of the
individuals and entities who were the beneficial owners, respectively, of the
Outstanding Company Common Stock and Outstanding  13


Company
Voting Securities immediately prior to such Business Combination beneficially
own, directly or indirectly, more than 75% of, respectively, the then
outstanding shares of common stock and the combined voting power of the then
outstanding voting securities entitled to vote generally in the election of
directors, as the case may be, of the corporation resulting from such Business Combination
(including, without limitation, a corporation which as a result of such
transaction owns Employer or all or substantially all of Employers assets
either directly or through one or more subsidiaries) in substantially the same
proportions as their ownership immediately prior to such Business Combination
of the Outstanding Company Common Stock and Outstanding Company Voting
Securities, as the case may be, (ii) no Covered Person (excluding any
employee benefit plan (or related trust) of Employer or such corporation
resulting from such Business Combination) beneficially owns, directly or
indirectly, 25% or more of, respectively, the then outstanding shares of common
stock of the corporation resulting from such Business Combination or the
combined voting power of the then outstanding voting securities of such
corporation, except to the extent that such ownership existed prior to the
Business Combination, and (iii) at least a majority of the members of the
board of directors of the corporation resulting from such Business Combination,
were members of the Incumbent Board at the time of the execution of the initial
agreement, or of the action of the Board of Directors, providing for such
Business Combination; or  (4)           approval
by the stockholders of Employer of a complete liquidation or dissolution of
Employer.  Section 7. 
Excise Tax.  (a)           Anything in this Agreement to the
contrary notwithstanding, in the event it shall be determined that any payment
or distribution by, or benefit from, Employer or any of its affiliates to or
for the benefit of Employee, whether paid or payable or distributed or
distributable pursuant to the terms of this Agreement or otherwise (any such
payments,  distributions or benefits
being individually referred to herein as a Payment, and any two or more of
such payments, distributions or benefits being referred to herein as Payments),
would be subject to the excise tax imposed by Section 4999 of the Code
(such excise tax, together with any interest thereon, any penalties, additions to
tax, or additional amounts with respect to such excise tax, and any interest in
respect of such penalties, additions to tax or additional amounts, being
collectively referred herein to as the Excise Tax), then Employee shall be
entitled to receive an additional payment or payments (individually referred to
herein as a Gross-Up Payment and any two or more of such additional payments
being referred to herein as Gross-Up Payments) in an amount such that after
payment by Employee of all taxes (as defined in Section 7(k)) imposed upon
the Gross-Up Payment, Employee retains an amount of such Gross-Up Payment equal
to the Excise Tax imposed upon the Payments.  (b)           Subject to the provisions of Section 7(c) through
(i), any determination (individually, a Determination) required to be made
under this Section 7(b), including whether a Gross-Up Payment is required
and the amount of such Gross-Up Payment, shall initially be made, at Employers
expense, by nationally recognized tax counsel selected by Employer (Tax  14


Counsel).  Tax Counsel shall
provide detailed supporting legal authorities, calculations, and documentation
both to Employer and Employee within 15 business days of the termination of
Employees employment, if applicable, or such other time or times as is
reasonably requested by Employer or Employee. 
If Tax Counsel makes the initial Determination that no Excise Tax is
payable by Employee with respect to a Payment or Payments, it shall furnish
Employee with an opinion reasonably acceptable to Employee that no Excise Tax
will be imposed with respect to any such Payment or Payments.  Employee shall have the right to dispute any
Determination (a Dispute) within 15 business days after delivery of Tax Counsels
opinion with respect to such Determination. 
The Gross-Up Payment, if any, as determined pursuant to such
Determination shall, at Employers expense, be paid by Employer to or for the
benefit of Employee within five business days of Employees receipt of such
Determination.  The existence of a
Dispute shall not in any way affect Employees right to receive the Gross-Up
Payment in accordance with such Determination. 
If there is no Dispute, such Determination shall be binding, final and
conclusive upon Employer and Employee, subject in all respects, however, to the
provisions of Section 7(c) through (i) below.  As a result of the uncertainty in the
application of Sections 4999 and 280G of the Code, it is possible that
Gross-Up Payments (or portions thereof) which will not have been made by
Employer should have been made (Underpayment), and if upon any reasonable
written request from Employee or Employer to Tax Counsel, or upon Tax Counsels
own initiative, Tax Counsel, at Employers expense, thereafter determines that
Employee is required to make a payment of any Excise Tax or any additional
Excise Tax, as the case may be, Tax Counsel shall, at Employers expense,
determine the amount of the Underpayment that has occurred and any such
Underpayment shall be promptly paid by Employer to or for the benefit of
Employee.  (c)           Employer shall defend, hold harmless,
and indemnify Employee on a fully grossed-up after tax basis from and against
any and all claims, losses, liabilities, obligations, damages, impositions,
assessments, demands, judgements, settlements, costs and expenses (including
reasonable attorneys, accountants, and experts fees and expenses) with
respect to any tax liability of Employee resulting from any Final Determination
(as defined in Section 7(j)) that any Payment is subject to the Excise
Tax.  (d)           If a party hereto receives any
written or oral communication with respect to any question, adjustment,
assessment or pending or threatened audit, examination, investigation or
administrative, court or other proceeding which, if pursued successfully, could
result in or give rise to a claim by Employee against Employer under this Section 7
(Claim), including, but not limited to, a claim for indemnification of
Employee by Employer under Section 7(c), then such party shall promptly
notify the other party hereto in writing of such Claim (Tax Claim Notice).  (e)           If a Claim is asserted against
Employee (Employee Claim), Employee shall take or cause to be taken such
action in connection with contesting such Employee Claim as Employer shall
reasonably request in writing from time to time, including the retention of
counsel and experts as are reasonably designated by Employer (it being
understood and agreed by the parties hereto that the terms of any such
retention shall expressly provide that Employer shall be solely responsible for
the payment of any and all fees and disbursements of such counsel and any
experts) and the execution of powers of attorney, provided that:  15


(1)           within
30 calendar days after Employer receives or delivers, as the case may be, the
Tax Claim Notice relating to such Employee Claim (or such earlier date that any
payment of the taxes claimed is due from Employee, but in no event sooner than
five calendar days after Employer receives or delivers such Tax Claim Notice),
Employer shall have notified Employee in writing (Election Notice) that
Employer does not dispute its obligations (including, but not limited to, its
indemnity obligations) under this Agreement and that Employer elects to
contest, and to control the defense or prosecution of, such Employee Claim at
Employers sole risk and sole cost and expense; and  (2)           Employer
shall have advanced to Employee on an interest-free basis, the total amount of
the tax claimed in order for Employee, at Employers request, to pay or cause
to be paid the tax claimed, file a claim for refund of such tax and, subject to
the provisions of the last sentence of Section 7(g), sue for a refund of
such tax if such claim for refund is disallowed by the appropriate taxing
authority (it being understood and agreed by the parties hereto that Employer
shall only be entitled to sue for a refund and Employer shall not be entitled
to initiate any proceeding in, for example, United States Tax Court) and shall
indemnify and hold Employee harmless, on a fully grossed-up after tax basis,
from any tax imposed with respect to such advance or with respect to any
imputed income with respect to such advance; and  (3)           Employer
shall reimburse Employee for any and all costs and expenses resulting from any
such request by Employer and shall indemnify and hold Employee harmless, on
fully grossed-up after-tax basis, from any tax imposed as a result of such
reimbursement.  (f)            Subject to the provisions of Section 7(e) hereof,
Employer shall have the right to defend or prosecute, at the sole cost, expense
and risk of Employer, such Employee Claim by all appropriate proceedings, which
proceedings shall be defended or prosecuted diligently by Employer to a Final
Determination; provided, however, that (i) Employer shall
not, without Employees prior written consent, enter into any compromise or
settlement of such Employee Claim that would adversely affect Employee, (ii) any
request from Employer to Employee regarding any extension of the statute of
limitations relating to assessment, payment, or collection of taxes for the
taxable year of Employee with respect to which the contested issues involved
in, and amount of, Employee Claim relate is limited solely to such contested
issues and amount, and (iii) Employers control of any contest or
proceeding shall be limited to issues with respect to Employee Claim and
Employee shall be entitled to settle or contest, in his sole and absolute
discretion, any other issue raised by the Internal Revenue Service or any other
taxing authority.  So long as Employer is
diligently defending or prosecuting such Employee Claim, Employee shall provide
or cause to be provided to Employer any information reasonably requested by
Employer that relates to such Employee Claim, and shall otherwise cooperate
with Employer and its representatives in good faith in order to contest
effectively such Employee Claim.  Employer
shall keep Employee informed of all developments and events relating to any
such Employee Claim (including, without limitation, providing to Employee
copies of all written materials pertaining to any such Employee Claim), and
Employee or his authorized  16


representatives shall be entitled, at Employees expense, to
participate in all conferences, meetings and proceedings relating to any such
Employee Claim.  (g)           If, after actual receipt by Employee
of an amount of a tax claimed (pursuant to an Employee Claim) that has been
advanced by Employer pursuant to Section 7(e)(2) hereof, the extent
of the liability of Employer hereunder with respect to such tax claimed has
been established by a Final Determination, Employee shall promptly pay or cause
to be paid to Employer any refund actually received by, or actually credited
to, Employee with respect to such tax (together with any interest paid or
credited thereon by the taxing authority and any recovery of legal fees from
such taxing authority related thereto), except to the extent that any amounts
are then due and payable by Employer to Employee, whether under the provisions
of this Agreement or otherwise.  If,
after the receipt by Employee of an amount advanced by Employer pursuant to Section 7(e)(2),
a determination is made by the Internal Revenue Service or other appropriate
taxing authority that Employee shall not be entitled to any refund with respect
to such tax claimed and Employer does not notify Employee in writing of its
intent to contest such denial of refund prior to the expiration of 30 days
after such determination, then such advance shall be forgiven and shall not be
required to be repaid and the amount of such advance shall offset, to the
extent thereof, the amount of any Gross-Up Payments and other payments required
to be paid hereunder.  (h)           With respect to any Employee Claim,
if Employer fails to deliver an Election Notice to Employee within the period
provided in Section 7(e)(1) hereof or, after delivery of such
Election Notice, Employer fails to comply with the provisions of Section 7(e)(2) and
(3) and (f) hereof, then Employee shall at any time thereafter have
the right (but not the obligation), at his election and in his sole and
absolute discretion, to defend or prosecute, at the sole cost, expense and risk
of Employer, such Employee Claim. 
Employee shall have full control of such defense or prosecution and such
proceedings, including any settlement or compromise thereof.  If requested by Employee, Employer shall
cooperate, and shall cause its Affiliates to cooperate, in good faith with
Employee and his authorized representatives in order to contest effectively
such Employee Claim.  Employer may
attend, but not participate in or control, any defense, prosecution, settlement
or compromise of any Employee Claim controlled by Employee pursuant to this Section 7(h) and
shall bear its own costs and expenses with respect thereto.  In the case of any Employee Claim that is
defended or prosecuted by Employee, Employee shall, from time to time, be
entitled to current payment, on a fully grossed-up after tax basis, from
Employer with respect to costs and expenses incurred by Employee in connection
with such defense or prosecution.  (i)            In the case of any Employee Claim
that is defended or prosecuted to a Final Determination pursuant to the terms
of this Section 7(i), Employer shall pay, on a fully grossed-up after tax
basis, to Employee in immediately available funds the full amount of any taxes
arising or resulting from or incurred in connection with such Employee Claim
that have not theretofore been paid by Employer to Employee, together with the
costs and expenses, on a fully grossed-up after tax basis, incurred in
connection therewith that have not theretofore been paid by Employer to Employee,
within ten calendar days after such Final Determination.  In the case of any Employee Claim not covered
by the preceding sentence, Employer shall pay, on a fully grossed-up after tax
basis, to Employee in immediately available funds the full amount of any taxes
arising or resulting from or incurred in connection with such Employee Claim at
least ten  17


calendar days before the date payment of such taxes is due from
Employee, except where payment of such taxes is sooner required under the
provisions of this Section 7(i), in which case payment of such taxes (and
payment, on a fully grossed-up after tax basis, of any costs and expenses
required to be paid under this Section 7(i) shall be made within the
time and in the manner otherwise provided in this Section 7(i).  (j)            For purposes of this Agreement, the
term Final Determination shall mean (A) a decision, judgment, decree or
other order by a court or other tribunal with appropriate jurisdiction, which
has become final and non-appealable; (B) a final and binding settlement or
compromise with an administrative agency with appropriate jurisdiction,
including, but not limited to, a closing agreement under Section 7121 of
the Code; (C) any disallowance of a claim for refund or credit in respect
to an overpayment of tax unless a suit is filed on a timely basis; or (D) any
final disposition by reason of the expiration of all applicable statutes of
limitations.  (k)           For purposes of this Agreement, the
terms tax and taxes mean any and all taxes of any kind whatsoever
(including, but not limited to, any and all Excise Taxes, income taxes, and
employment taxes), together with any interest thereon, any  penalties, additions to tax, or additional
amounts with respect to such taxes and any interest in respect of such
penalties, additions to tax, or additional amounts.  Section 8. 
Expenses of Enforcement.  Upon demand by Employee made to Employer, Employer
shall reimburse Employee for the reasonable expenses (including attorneys fees
and expenses) incurred by Employee after a Change in Control in enforcing or
seeking to enforce the payment of any amount or other benefit to which Employee
shall have become entitled under this Agreement as a result of the termination
of Employees employment with Employer within two (2) years after such
Change in Control, including, but not limited to, those incurred in connection
with any arbitration concerning same initiated pursuant to Section 14
(regardless of the outcome of such arbitration).  To the extent that any such reimbursement
would be subject to the Excise Tax, then Employee shall be entitled to receive
Gross-Up Payments in an amount such that after payment by Employee of all taxes
imposed on such Gross-Up Payments, Employee retains an amount equal to the
Excise Tax imposed upon the reimbursement, and the other provisions of Section 7
hereof shall also apply to such circumstance unless the context thereof
otherwise indicates.  Section 9. 
No Obligation to Mitigate; No Rights of Offset.  (a)           Employee shall not be required to
mitigate the amount of any payment or other benefit required to be paid to
Employee pursuant to this Agreement, whether by seeking other employment or
otherwise, nor shall the amount of any such payment or other benefit be reduced
on account of any compensation earned by Employee as a result of employment by
another person.  (b)           Employers obligation to make the
payments provided for in this Agreement and otherwise to perform its
obligations hereunder shall not be affected by any  18


set-off, counterclaim, recoupment, defense or other claim, right or
action which Employer may have against Employee or others.  Section 10. 
No Effect on Other Rights.  Nothing in this Agreement shall prevent or limit
Employees continuing or future participation in any plan, program, policy or
practice of or provided by Employer or any of its affiliates and for which
Employee may qualify, nor shall anything herein limit or otherwise affect such
rights as Employee may have under any stock option or other agreements with
Employer or any of its affiliates. 
Amounts which are vested benefits or which Employee is otherwise
entitled to receive under any plan, program, policy or practice of or provided
by, or any other contract or agreement with, Employer or any of its affiliates
at or subsequent to the Date of Termination shall be payable or otherwise
provided in accordance with such plan, program, policy or practice or contract
or agreement except as explicitly modified by this Agreement.  Section 11. 
Successors; Binding Agreement.  (a)           This Agreement is personal to
Employee and without the prior written consent of Employer shall not be
assignable by Employee otherwise than by will or the laws of descent and
distribution.  This Agreement shall inure
to the benefit of and be enforceable by Employees personal or legal
representatives, executors, administrators, successors, heirs, distributees,
devisees and legatees.  (b)           This Agreement shall inure to the
benefit of and be binding upon Employer and its successors and assigns.  (c)           Employer will require any successor
(whether direct or indirect, by purchase, merger, amalgamation, consolidation
or otherwise) to all or substantially all of the business and/or assets of
Employer, by agreement in form and substance reasonably satisfactory to
Employee, to expressly assume and agree to perform this Agreement in the same
manner and to the same extent that Employer would be required to perform it if
no such succession had taken place.  As
used in this Agreement, Employer shall mean Employer as hereinbefore defined
and any successor to its business and/or assets as aforesaid which assumes and
agrees to perform this Agreement by execution and delivery of the agreement
provided for in this Section 11(c) or which otherwise becomes bound
by the terms and provisions of this Agreement by operation of law or otherwise.  Section 12. 
Non-Competition; Non-Solicitation; No Hire.  (a)           Employee
agrees that, effective as of the Effective Date and for a period that includes
the term of this Agreement and (i) twelve (12) months thereafter in the
event of a termination of Employees employment with Employer described in Section 6(e),
and (ii) six (6) 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  19


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 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.  20


(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.  (d)           As
used in this Agreement, Business means the business of acquiring, processing
and/or interpreting geophysical data and/or producing and/or conducting
geophysical surveys, including, but not limited to, (x) the business of surface
seismic acquisition and/or surface seismic data processing and/or
interpretation for the purpose of providing and/or interpreting seismic images
of the subsurface of the earth, and (y) the following activities and
services:  (i) all forms of surface
land, marine, ocean bottom cable and transition zone seismic data acquisition; (ii) all
forms of surface seismic data processing, including the processing of two, three
and/or four dimensional vertical seismic profiling; (iii) recording of
data from wellbore seismic arrays performed during simultaneous acquisition of
surface two, three and/or four dimensional data; (iv) trenched in, buried
near surface or seabed permanent array installation and acquisition; (v) surface
seismic acquisition, processing, interpretation and/or sales, in each case, of
multiclient surveys; (vi) maintenance of surface seismic data processing
centers, including licensing and support of surface seismic processing
software; (vii) equipment design and manufacture for surface seismic
acquisition, processing and interpretation; (viii) research and
development programs for any of the items described in this Section 12(d) and
seismically-assisted reservoir solutions, including software relating thereto; (ix) surface
seismic data management services; (x) interpretation activities related to or
in support of acquisition and processing activities described in this Section 12(d);
(xi) borehole seismic acquisition and installation and acquisition of data from
wellbore seismic arrays; (xii) reservoir management; (xiii) commercial
seismically-assisted reservoir solutions; and (xiv) non-seismic data management
and non-seismic dynamic reservoir characterization and performance prediction.  Section 13. 
Miscellaneous.  (a)           All notices and other communications
required or permitted hereunder or necessary or convenient in connection
herewith will be in writing and will be delivered by hand or by registered or
certified mail, return receipt requested to the addresses set forth below in
this Section 13(a):  If to Employer, to:  Veritas DGC Inc. 10300 Town Park Houston, Texas 77072 Attention:  Chief Executive Officer  21


If to Employee, to:  Mr. Vincent M.
Thielen 8610 Prichett Drive Houston, Texas 77096  or to such other names or
addresses as Employer or Employee, as the case may be, designate by notice to
the other party hereto in the manner specified in this Section.  (b)           With the exception of the Indemnity
Agreement by and between Employer and Employee dated as of September 23,
2003 which is specifically not superceded or replaced by or merged into this
Agreement, this Agreement (including the Exhibits attached hereto) supersedes,
replaces and merges all previous agreements and discussions relating to the
same or similar subject matters between Employee and Employer and constitutes
the entire agreement between Employee and Employer with respect to the subject
matter of this Agreement.  This Agreement
may not be modified in any respect by any verbal statement, representation or
agreement made by any employee, officer, or representative of Employer or by
any written agreement unless signed by an officer of Employer who is expressly
authorized by the Board to execute such document.  (c)           If any provision of this Agreement or
application thereof to anyone or under any circumstances should be determined
to be invalid or unenforceable, such invalidity or unenforceability will not
affect any other provisions or applications of this Agreement which can be
given effect without the invalid or unenforceable provision or
application.  In addition, if any
provision of this Agreement is held by an arbitration panel or a court of
competent jurisdiction to be invalid, unenforceable, unreasonable, unduly
restrictive or overly broad, the parties intend that such arbitration panel or
court modify said provision so as to render it valid, enforceable, reasonable
and not unduly restrictive or overly broad.  (d)           The internal laws of the State of
Texas will govern the interpretation, validity, enforcement and effect of this
Agreement without regard to the place of execution or the place for performance
thereof.  Section 14. 
Arbitration.  (a)           Employer and Employee agree to submit
to final and binding arbitration any and all disputes or disagreements
concerning the interpretation or application of this Agreement.  Any such dispute or disagreement will be
resolved by arbitration in accordance with the National Rules for the
Resolution of Employment Disputes of the American Arbitration Association (the AAA
Rules).  Arbitration will take place in
Houston, Texas, unless the parties mutually agree to a different location.  Within 30 calendar days of the initiation of
arbitration hereunder, each party will designate an arbitrator.  The appointed arbitrators will then appoint a
third arbitrator.  Employee and Employer
agree that the decision of the arbitrators will be final and binding on both
parties.  Any court having jurisdiction
may enter a judgment upon the award rendered by the arbitrators.  In the event the arbitration is decided in
whole or in part in favor of Employee, Employer will reimburse Employee for his
reasonable costs and expenses of the arbitration (including  22


reasonable attorneys fees); provided, however, that
Employer shall reimburse Employee in accordance with Section 8 for the
reasonable expenses (including attorneys fees and expenses) incurred by
Employee in enforcing or seeking to enforce in any arbitration the payment of
any amount or other benefit described in Section 8 regardless of the
outcome of such arbitration.  Regardless
of the outcome of any arbitration, Employer will pay all fees and expenses of
the arbitrators and all of Employers costs of such arbitration.  (b)           Notwithstanding the provisions of Section 14(a),
Employer may, if it so chooses, bring an action in any court of competent
jurisdiction for injunctive relief to enforce Employees obligations under
Sections 3(b), 3(c), 3(d) or 12 hereof.  IN WITNESS
WHEREOF, the undersigned, intending to be legally bound, have executed this
Agreement as to be effective as of the Effective Date.   EMPLOYER:VERITAS DGC INC.By:Timothy
  L. WellsPresident &
  Chief Operating OfficerEMPLOYEE:Vincent
  M. Thielen  23


EMPLOYEE CONFIDENTIALITY  AND  INTELLECTUAL PROPERTY
AGREEMENT    As part of the consideration for my employment or
continued employment with Veritas DGC Inc. or any company affiliated with
Veritas (collectively referred to as Veritas), I agree to the following:  1.Confidential Information.I understand that during my employment with Veritas, I
will have access to Confidential Information that belongs to Veritas.  Some examples of the types of Confidential
Information I may receive include:  (a).Customer
lists, customer requirements, customer contracts and service agreements,
customer profitability and other financial information;  (b).Business
plans, pricing and marketing techniques and strategies, product information,
business software and computer programs, costing methodologies and allocation
modeling, and methods of business operation or procedure;  (c).Suppliers,
business associates, business connections and opportunities and information
concerning the financial status and private affairs of Veritas; and  (d).Trade
secrets, inventions, improvements, developments, technical data, test results,
designs, and materials for which Veritas may or may not have obtained patent,
copyright or trademark protection.  I may receive
Confidential Information in writing, orally, or electronically.  2.Confidentiality Agreement.I
agree to hold all Confidential Information in confidence during and following
my employment.  I will not divulge it to
anyone without the express written authorization of the Company.  I further agree that if my employment ceases,
I will not take any Confidential Information with me or disclose it to anyone
not authorized by the Company.  A1


3.Assignment of Intellectual Property.  I assign to Veritas all inventions, novel
ideas (including ideas relating to new products, new services, or new methods
of doing business), improvements or discoveries which I conceive or make,
either alone or with others: (a) with the use of Veritas time, materials,
or facilities; or (b) resulting from or suggested by my work for Veritas;
or (c) in any way related to any business Veritas is engaged in or plans
to engage in.  All such inventions,
improvements, and developments will automatically become the property of
Veritas immediately as I make them or conceive them.  I agree to assign to Veritas the rights to
such inventions, improvements and developments at any time Veritas requests,
even after my employment terminates.  4.Execution of Documents.At any time Veritas requests, either during my
employment or after termination, and without charge to Veritas, but at its
expense, I agree to execute, acknowledge, and deliver all additional papers
(including applications for patents and assignments of patents) and to perform
such other lawful acts as Veritas may deem reasonably necessary to obtain or
maintain patents for such inventions in any country and to vest title to such
inventions in Veritas.  5.This Agreement may not be modified,
released, discharged, abandoned or terminated, except as agreed in writing
between Veritas and the undersigned employee.  IN WITNESS WHEREOF this
Agreement has been signed and delivered this                     
day of                            ,
20     .   WITNESS
  
  EMPLOYEE SIGNATUREPRINTED NAME
  
  PRINTED NAME


AGREEMENT AND RELEASE OF
ALL CLAIMS  This Agreement, entered
into as of the date written by Employees signature below, is by and between
Veritas DGC Inc. (Veritas), a Delaware corporation, and                                    
(Employee).  (As used in this
Agreement, the term Veritas includes Veritas DGC Inc., and all of its
subsidiary and affiliated companies).  Veritas and Employee
agree as follows:  Section 1.  Within 5 business days after the Separation
Date, as defined in Section 3 below, and whether or not Employee executes
and returns this Agreement, Veritas will pay Employee the following amounts:  Employees
regular base salary prorated through the Separation Date;  Employees
vacation pay accrued as of the Separation Date; and  any
expense reimbursement owed to Employee under Veritas policy.  All of the above amounts
will be reduced by applicable taxes
and withholding.  Section 2.[Insert Option A or Option
B, whichever is applicable:]  [Option A:  During the
one-year period ending on the last day of the first year after the Separation
Date, Employer shall pay to Employee an aggregate amount (the Severance
Payment) equal to one (1) times Employees Base Salary (as defined in the
Employment Agreement between Employer and Employee dated September 23,
2001, the Employment Agreement) at the highest annual rate in effect on or
before the Separation Date (but prior to giving effect to any reduction therein
which precipitated such termination), which Severance Payment will be paid to
Employee in equal installments every two weeks during such one-year period; provided,
however, that at any time during such one-year period Employer may, in
its discretion, elect to pay to Employee the then remaining balance of the
Severance Payment in the  EXHIBIT B


form
of a lump sum cash payment.  All amounts
so paid will be reduced by applicable taxes
and withholding.  In
addition, Employer will pay or provide for Employees medical, dental, health,
and hospital coverage for one year or pay Employee a lump cash payment in lieu
of such coverage, in accordance with Section 6(d)(4) of the
Employment Agreement.]  [Option B:  Within 30
calendar days after the Effective Date, as defined in Section 15 below,
Veritas will pay to Employee a lump sum equal to                          .
 This amount will be reduced
by applicable taxes and withholding.  In
addition, Employer will pay or provide for Employees medical, dental, health,
and hospital coverage for eighteen months or pay Employee a lump cash payment
in lieu of such coverage, in accordance with Section 6(e)(4) of the
Employment Agreement by and between Employer and Employee effective September 23,
2001 (the Employment Agreement).]  Section 3.  Employees termination from employment will
be effective at the close of business on the Separation Date.  The Separation Date
as used in this Agreement means                     .  Section 4.  Employee agrees to release Veritas from any
claims he has or may have against Veritas as of the date he signs this
Agreement.  The claims he is releasing
include all of the following:  any
claims under any bonus or incentive plans;  any
claims for tortious action or inaction of any sort (tortious action or
inaction means, among other things, claims for such things as negligence,
fraud, libel, or slander);  2


any
claims arising under the Age Discrimination in Employment Act of 1967 as
amended (29 U.S.C. § 621, et seq.)  (the Age Discrimination in Employment Act of
1967 prohibits, in general, discrimination against employees on the basis of
age);  any
claims arising under Title VII of the Civil Rights Act of 1964 as amended (42
U.S.C. § 2000e, et seq.), or
the Texas Commission on Human Rights Act (Texas Labor Code § 21.001, et seq.)  (both of these
statutes, in general, prohibit discrimination in employment on the basis of
race, religion, national origin or gender);  any
claims arising under the Americans with Disabilities Act of 1990, as amended
(42 U.S.C. § 12101, et seq.)  (the Americans with Disabilities Act of 1990
prohibits, in general, discrimination in employment on the basis of an employees
or applicants disability);  any
claims arising under Texas Labor Code Sections 451.001, et seq.
for retaliation or discrimination in connection with a claim for workers
compensation benefits; and,  any
claims for breach of contract, wrongful discharge, constructive discharge,
retaliation, or conspiracy.  The release contained in
this Section 4 will not affect any of the
following:  Any claim by
Employee under this Agreement;  Employees
rights or benefits under Veritas 401(k) retirement savings plan, Veritas
Employee Stock Purchase Plan, or any pension or retirement plan in  3


which Employee is
a participant on the Separation Date 
(Employees rights and benefits will be determined by the applicable
plan documents);  Employees
right to elect continued health and/or dental benefits under the Consolidated
Omnibus Budget Reconciliation Act of 1985 (COBRA);  Employees
right to exercise any options to purchase Veritas DGC Inc. common stock in
accordance with the terms of the applicable stock option grant, including any
terms of the grant modified by Section 6(e)(5) of the Employment
Agreement;  Employees
rights under any restricted stock agreement between Employee and Veritas DGC
Inc. under the terms of which Employee has been granted Veritas DGC Inc.
restricted stock, including any terms of the grant modified by Section 6(e)(5) of
the Employment Agreement;  Employees
right to claim and receive reimbursement for or indemnity from excise taxes in
accordance with Section 7 of the Employment Agreement;  Employees
rights to indemnity under that one certain Indemnity Agreement effective March 7,
2000, by and between Employer and Employee;  Any other
benefit to which Employee may be entitled under any other health or benefit
plan in accordance with the applicable plan documents; or  Employees
rights under any workers compensation statue; the Jones Act, 46 U.S.C. Appx.
§688, as amended; general maritime law or similar laws; and any other right
Employee may have with respect to bodily injury.  Section 5.  Veritas and Employee agree that this
Agreement is a binding contract.  The
purpose of the Agreement is to compromise doubtful or disputed claims, avoid
litigation, and  4


buy peace.  Employee agrees that
although Veritas is making payment to Employee in exchange for a release of
claims, Veritas does not admit any wrongdoing of any kind.  Section 6.  Employee agrees to assist Veritas in
defending any legal proceedings against Veritas arising out of matters which
occurred on or prior to the Separation Date. 
Veritas agrees to reimburse Employee for his time and expense or costs
he may incur in that regard.  Section 7.  Employee confirms that after the Effective
Date he remains subject to and agrees to comply with:  those
obligations of confidentiality contained in Section 3(b) and 3(c) of
the Employment Agreement;  the
provisions relating to competition with Employer contained in Section 12
of the Employment Agreement;  the
provisions relating to solicitation or hiring of Employers employees contained
in Section 12 of the Employment Agreement; and  the
terms of the Employee Confidentiality and Intellectual Property Agreement with
Employer which Employee signed effective September 23, 2001.  Section 8.This
Agreement has been delivered to Employee on                          .  Employee will have 21 calendar days from                          
or until the close of business on                          
to decide whether to sign and return this Agreement and be bound by its terms.
In the event Employee has not signed and returned this Agreement to Veritas on
or before                          ,
this Agreement will become null and void.  Veritas and Employee agree that if they
agree to change the terms of this Agreement in any manner after it is delivered
to Employee, even if the changes  5


are
material, the 21-day period specified in the previous paragraph will not
restart or be extended.  After signing this Agreement, Employee
will have the right to revoke the Agreement for a period of 7 calendar days
after signing it by (a) notifying Veritas in writing that Employee revokes
the Agreement and (b) returning to Veritas any consideration paid Employee
under Section 2 above.  In the event
Employee revokes the Agreement, it will become null and void.  Section 9.  Employee acknowledges that he has read this
Agreement.  He understands that, except
for the exceptions set out in Section 4 above, this Agreement will have
the effect of waiving any claim he may pursue against Veritas.  Section 10.  Employee acknowledges that he makes this
Agreement knowingly and voluntarily.  Section 11.  This Agreement constitutes the entire
understanding between Veritas and Employee with respect to the subject matter
hereof.  Section 12.  This Agreement will benefit and be binding
upon Veritas and its successors and assigns and Employee and his successors and
legal representatives.  Employee will not
assign or attempt to assign any of his rights under this Agreement.  Section 13.  If a court determines that any provision of
this Agreement is invalid, the other provisions will remain in effect.  Section 14.  This Agreement will be governed by, construed
under, and enforced in accordance with the laws of the State of Texas, not
including, however, its conflicts of law rules that might otherwise refer
to the law of another forum or jurisdiction.  Section 15.  This Agreement will become effective and
enforceable only after a period of  6


7 days has expired following Employees execution and delivery of this
Agreement to Veritas (this date is referred to in this Agreement as the Effective Date).  THIS
AGREEMENT IS SUBJECT TO ARBITRATION IN
ACCORDANCE WITH THE FOLLOWING SECTION  Section 16.             Employer and Employee agree to submit
to final and binding arbitration any and all disputes or disagreements
concerning the interpretation or application of this Agreement.  Any such dispute or disagreement will be
resolved by arbitration in accordance with the National Rules for the
Resolution of Employment Disputes of the American Arbitration Association (the AAA
Rules).  Arbitration will take place in
Houston, Texas, unless the parties mutually agree to a different location.  Within 30 calendar days of the initiation of
arbitration hereunder, each party will designate an arbitrator.  The appointed arbitrators will then appoint a
third arbitrator.  Employee and Employer
agree that the decision of the arbitrators will be final and binding on both
parties.  Any court having jurisdiction
may enter a judgment upon the award rendered by the arbitrators.  In the event the arbitration is decided in
whole or in part in favor of Employee, Employer will reimburse Employee for his
reasonable costs and expenses of the arbitration (including reasonable
attorneys fees).  Regardless of the
outcome of any arbitration, Employer will pay all fees and expenses of the
arbitrators and all of Employers costs of such arbitration.  Notwithstanding the provisions of the previous
paragraph, Employer may, if it so chooses, bring an action in any court of
competent jurisdiction for injunctive relief to enforce Employees obligations
under Section 7 of this Agreement.  [SIGNATURES ON FOLLOWING
PAGE]  7


IN WITNESS WHEREOF, the parties have executed this
Agreement effective as of the Effective Date.  VERITAS:VERITAS DGC INC.and subsidiary and affiliated companiesBy:   NOTICE TO EMPLOYEE  BY SIGNING THIS DOCUMENT, YOU MAY BE
GIVING UP IMPORTANT LEGAL RIGHTS.  YOU
ARE ADVISED TO CONSULT WITH AN ATTORNEY PRIOR TO SIGNING AND RETURNING THIS
DOCUMENT TO VERITAS.  EMPLOYEE:Date:  8