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                                                                     EXHIBIT 9-B

                       VOTING AND EXCHANGE TRUST AGREEMENT


      MEMORANDUM OF AGREEMENT made as of the 30th day of September, 1999.


B E T W E E N:

                  VERITAS DGC INC.,
                  a corporation existing under the laws of the State of Delaware
                  (hereinafter referred to as "Veritas")

                                                              OF THE FIRST PART,

                                     - and -

                  VERITAS ENERGY SERVICES INC.,
                  a corporation existing under the laws of the Province of
                  Alberta (hereinafter referred to as "VESI")

                                                             OF THE SECOND PART,

                                     - and -

                  CIBC MELLON TRUST COMPANY,
                  a trust company existing under the laws of Canada
                  (hereinafter referred to as the "Trustee")

                                                              OF THE THIRD PART.


         WHEREAS pursuant to a combination agreement dated as of March 30, 1999,
by and among Veritas, VESI and Enertec Resource Services Inc. ("Enertec") (such
agreement as it may be amended or restated is hereinafter referred to as the
"Combination Agreement") the parties agreed that on the Effective Date (as
defined in the Combination Agreement), Veritas and VESI would execute and
deliver a Voting and Exchange Trust Agreement containing the terms and
conditions set forth in Exhibit D to the Combination Agreement together with
such other terms and conditions as may be agreed to by the parties to the
Combination Agreement acting reasonably;

         AND WHEREAS pursuant to an arrangement (the "Arrangement") effected by
Articles of Arrangement dated September 30, 1999 filed pursuant to the Business
Corporations Act (Alberta), each issued and outstanding common share of Enertec
(an "Enertec Common Share") was transferred to VESI in consideration for 0.345
issued and outstanding Class A Exchangeable Shares Series 1 of VESI (the "Series
1 Exchangeable Shares");

         AND WHEREAS Appendix A of the above-mentioned Articles of Arrangement
sets forth the rights, privileges, restrictions and conditions attaching to the
Series 1 Exchangeable Shares (collectively, the "Exchangeable Share
Provisions"), a copy of which is attached hereto as Schedule "A";




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         AND WHEREAS Veritas is to provide voting rights in Veritas to each
holder (other than Veritas and its Subsidiaries) from time to time of Series 1
Exchangeable Shares, such voting rights per Series 1 Exchangeable Share to be
equivalent to the voting rights per share of Veritas Common Stock (the "Veritas
Common Stock");

         AND WHEREAS Veritas is to grant to and in favour of the holders (other
than Veritas and its Subsidiaries) from time to time of Series 1 Exchangeable
Shares the right, in the circumstances set forth herein, to require Veritas to
purchase from each such holder all or any part of the Series 1 Exchangeable
Shares held by the holder;

         AND WHEREAS the parties desire to make appropriate provision and to
establish a procedure whereby voting rights in Veritas shall be exercisable by
holders (other than Veritas and its Subsidiaries) from time to time of Series 1
Exchangeable Shares by and through the Trustee, which will hold legal title to
one share of Veritas ERS Special Voting Stock (the "Veritas ERS Special Voting
Stock") to which voting rights attach for the benefit of such holders and
whereby the rights to require Veritas to purchase Series 1 Exchangeable Shares
from the holders thereof (other than Veritas and its Subsidiaries) shall be
exercisable by such holders from time to time of Series 1 Exchangeable Shares by
and through the Trustee, which will hold legal title to such rights for the
benefit of such holders;

         AND WHEREAS these recitals and any statements of fact in this agreement
are made by Veritas and VESI and not by the Trustee;

         NOW THEREFORE in consideration of the respective covenants and
agreements provided in this agreement and for other good and valuable
consideration (the receipt and sufficiency of which are hereby acknowledged),
the parties agree as follows:

1.       DEFINITIONS AND INTERPRETATION

         (a)      DEFINITIONS. In this agreement, the following terms shall have
                  the following meanings:

"Aggregate Equivalent Vote Amount" means, with respect to any matter,
proposition or question on which holders of Veritas Common Stock are entitled to
vote, consent or otherwise act, the product of (i) the number of shares of
Series 1 Exchangeable Shares issued and outstanding and held by Holders
multiplied by (ii) the Equivalent Vote Amount.

"Applicable Laws" has the meaning set out in Section 5(j).

"Arrangement" has the meaning set out in the recitals hereto.

"Authorized Investments" means short term interest bearing or discount debt
obligations issued or guaranteed by the Government of Canada or a Province of
Canada or a Canadian chartered bank (which may include an affiliate or related
party of the Trustee, including without limitation Mellon Bank Canada and
Canadian Imperial Bank of Commerce) provided that each such obligation is rated
at least RI (middle) by DBRS Inc. or an equivalent rating by Canadian Bond
Rating Service.




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"Automatic Exchange Rights" means the benefit of the obligation of Veritas to
effect the automatic exchange of shares of Veritas Common Stock for Series 1
Exchangeable Shares pursuant to Section 5(l) hereof.

"Board of Directors" means the Board of Directors of VESI.

"Business Day" has the meaning set out in the Exchangeable Share Provisions.

"Combination Agreement" has the meaning set out in the recitals hereto.

"Equivalent Vote Amount" means, with respect any matter, proposition or question
on which holders of Veritas Common Stock are entitled to vote, consent or
otherwise act, the number of votes to which a holder of one share of Veritas
Common Stock is entitled with respect to such matter, proposition or question.

"Exchange Right" has the meaning set out in Section 5(a)(i) hereof.

"Exchangeable Share Provisions" has the meaning set out in the recitals hereto.

"Holder Votes" has the meaning set out in Section 4(b) hereof.

"Holders" means the registered holders from time to time of Series 1
Exchangeable Shares, other than Veritas and its Subsidiaries.

"Indemnified Parties" has the meaning set out in Section 9(a) hereof.

"Insolvency Event" means the institution by VESI of any proceeding to be
adjudicated a bankrupt or insolvent or to be dissolved or wound-up, or the
consent of VESI to the institution of bankruptcy, insolvency, dissolution or
winding-up proceedings against it, or the filing of a petition, answer or
consent seeking dissolution or winding-up under any bankruptcy, insolvency or
analogous laws, including without limitation the Companies' Creditors
Arrangement Act (Canada) and the Bankruptcy and Insolvency Act (Canada), and the
failure by VESI to contest in good faith any such proceedings commenced in
respect of VESI within 15 days of becoming aware thereof, or the consent by VESI
to the filing of any such petition or to the appointment of a receiver, or the
making by VESI of a general assignment for the benefit of creditors, or the
admission in writing by VESI of its inability to pay its debts generally as they
become due, or VESI not being permitted, pursuant to liquidity or solvency
requirements of applicable law, to redeem any Series 1 Exchangeable Shares in
accordance with the terms thereof, to redeem any shares of any other series of
Class A Exchangeable Shares of VESI in accordance with the terms thereof or to
redeem any Exchangeable Shares of VESI in accordance with the terms thereof.

"Liquidation Call Right" has the meaning set out in the Exchangeable Share
Provisions.

"Liquidation Event" has the meaning set out in Section 5(l)(ii)  hereof.

"Liquidation Event Effective Time" has the meaning set out in Section 5(l)(iii)
hereof.




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"List" has the meaning set out in Section 4(f) hereof.

"Officer's Certificate" means, with respect to Veritas or VESI, as the case may
be, a certificate signed by any one of the Chairman of the Board, the
Vice-Chairman of the Board, the President, any Vice-President or any other
senior officer of Veritas or VESI, as the case may be.

"Person" includes an individual, partnership, corporation, company,
unincorporated syndicate or organization, trust, trustee, executor,
administrator and other legal representative.

"Redemption Call Right" has the meaning set out in the Exchangeable Share
Provisions.

"Retracted Shares" has the meaning set out in Section 5(g) hereof.

"Retraction Call Right" has the meaning set out in the Exchangeable Share
Provisions.

"Series 1 Exchangeable Share Consideration" has the meaning set out in the
Exchangeable Share Provisions.

"Series 1 Exchangeable Share Price" has the meaning set out in the Exchangeable
Share Provisions.

"Series 1 Exchangeable Shares" has the meaning set out in the recitals  hereto.

"Subsidiary" has the meaning set out in the Exchangeable Share Provisions.

"Support Agreement" means that certain support agreement made as of even date
hereof between VESI and Veritas.

"Trust" means the trust created by this agreement.

"Trust Estate" means the Voting Share, any other securities, the Exchange Right,
the Automatic Exchange Rights and any money or other property which may be held
by the Trustee from time to time pursuant to this agreement.

"Trustee" means CIBC Mellon Trust Company and, subject to the provisions of
Article 10 hereof, includes any successor trustee or permitted assigns.

"VESI Common Shares" means common shares in the capital stock of VESI.

"Veritas Common Stock" has the meaning set out in the recitals hereto.

"Veritas Consent" has the meaning set out in Section 4(b) hereof.

"Veritas Meeting" has the meaning set out in Section 4(b) hereof.

"Veritas Special ERS Voting Stock" has the meaning set out in the recitals
hereto.

"Veritas Successor" has the meaning set out in Section 11(a)(i) hereof.



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"Voting Rights" means the voting rights attached to the Voting Share.

"Voting Share" means the one share of Veritas ERS Special Voting Stock, U.S.
$0.01 par value, issued by Veritas to and deposited with the Trustee, which
entitles the holder of record to a number of votes at meetings of holders of
Veritas Common Stock equal to the Aggregate Equivalent Vote Amount.

         (b)      INTERPRETATION NOT AFFECTED BY HEADINGS, ETC. The division of
                  this agreement into articles, sections and paragraphs and the
                  insertion of headings are for convenience of reference only
                  and shall not affect the construction or interpretation of
                  this agreement.

         (c)      NUMBER, GENDER, ETC. Words importing the singular number only
                  shall include the plural and vice versa. Words importing the
                  use of any gender shall include all genders.

         (d)      DATE FOR ANY ACTION. If any date on which any action is
                  required to be taken under this agreement is not a Business
                  Day, such action shall be required to be taken on the next
                  succeeding Business Day.

2.       PURPOSE OF AGREEMENT

         The purpose of this agreement is to create the Trust for the benefit of
         the Holders, as herein provided. The Trustee will hold the Voting Share
         in order to enable the Trustee to exercise the Voting Rights and will
         hold the Exchange Right and the Automatic Exchange Rights in order to
         enable the Trustee to exercise such rights, in each case as trustee for
         and on behalf of the Holders as provided in this agreement.

3.       VOTING SHARE

         (a)      ISSUANCE AND OWNERSHIP OF THE VOTING SHARE. Veritas hereby
                  issues to and deposits with the Trustee the Voting Share to be
                  hereafter held of record by the Trustee as trustee for and on
                  behalf of, and for the use and benefit of, the Holders and in
                  accordance with the provisions of this agreement. Veritas
                  hereby acknowledges receipt from the Trustee as trustee for
                  and on behalf of the Holders of good and valuable
                  consideration (and the adequacy thereof) for the issuance of
                  the Voting Share by Veritas to the Trustee. During the term of
                  the Trust and subject to the terms and conditions of this
                  agreement, the Trustee shall possess and be vested with full
                  legal ownership of the Voting Share and shall be entitled to
                  exercise all of the rights and powers of an owner with respect
                  to the Voting Share, provided that the Trustee shall:

                  (i)      hold the Voting Share and the legal title thereto as
                           trustee solely for the use and benefit of the Holders
                           in accordance with the provisions of this agreement;
                           and




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                  (ii)     except as specifically authorized by this agreement,
                           have no power or authority to sell, transfer, vote or
                           otherwise deal in or with the Voting Share and the
                           Voting Share shall not be used or disposed of by the
                           Trustee for any purpose other than the purposes for
                           which this Trust is created pursuant to this
                           agreement.

         (b)      LEGENDED SHARE CERTIFICATES. VESI will cause each certificate
                  representing Series 1 Exchangeable Shares to bear an
                  appropriate legend notifying the Holders of their right to
                  instruct the Trustee with respect to the exercise of the
                  Voting Rights with respect to the Series 1 Exchangeable Shares
                  held by a Holder.

         (c)      SAFE KEEPING OF CERTIFICATE. The certificate representing the
                  Voting Share shall at all times be held in safe keeping by the
                  Trustee or its agent.

4.       EXERCISE OF VOTING RIGHTS

         (a)      VOTING RIGHTS. The Trustee, as the holder of record of the
                  Voting Share, shall be entitled to all of the Voting Rights,
                  including the right to consent to or to vote in person or by
                  proxy the Voting Share, on any matter, question or proposition
                  whatsoever that may properly come before the stockholders of
                  Veritas at a Veritas Meeting or in connection with a Veritas
                  Consent (in each case, as hereinafter defined). The Voting
                  Rights shall be and remain vested in and exercised by the
                  Trustee. Subject to Section 7(o) hereof, the Trustee shall
                  exercise the Voting Rights only on the basis of instructions
                  received pursuant to this Article 4 from Holders entitled to
                  instruct the Trustee as to the voting thereof at the time at
                  which a Veritas Consent is sought or a Veritas Meeting is
                  held. To the extent that no instructions are received from a
                  Holder with respect to the Voting Rights to which such Holder
                  is entitled, the Trustee shall not exercise or permit the
                  exercise of such Holder's Voting Rights.

         (b)      NUMBER OF VOTES. With respect to all meetings of stockholders
                  of Veritas at which holders of shares of Veritas Common Stock
                  are entitled to vote (a "Veritas Meeting") and with respect to
                  all written consents sought by Veritas from its stockholders
                  including the holders of shares of Veritas Common Stock (a
                  "Veritas Consent"), each Holder shall be entitled to instruct
                  the Trustee to cast and exercise, in the manner instructed, a
                  number of votes equal to the Equivalent Vote Amount for each
                  Series 1 Exchangeable Share owned of record by such Holder on
                  the record date established by Veritas or by applicable law
                  for such Veritas Meeting or Veritas Consent, as the case may
                  be (the "Holder Votes") in respect of each matter, question or
                  proposition to be voted on at such Veritas Meeting or to be
                  consented to in connection with such Veritas Consent.

         (c)      MAILINGS TO SHAREHOLDERS. With respect to each Veritas Meeting
                  and Veritas Consent, the Trustee will mail or cause to be
                  mailed (or otherwise communicate in the same manner as Veritas
                  utilizes in communications to holders of Veritas Common Stock,
                  subject to the Trustee's ability to provide this method of
                  communication and upon being advised in writing of such
                  method) to each of the



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                  Holders named in the List on the same day as the initial
                  mailing or notice (or other communication) with respect
                  thereto is given by Veritas to its stockholders:

                  (i)      a copy of such notice, together with any proxy or
                           information statement and related materials to be
                           provided to stockholders of Veritas;

                  (ii)     a statement that such Holder is entitled to instruct
                           the Trustee as to the exercise of the Holder Votes
                           with respect to such Veritas Meeting or Veritas
                           Consent, as the case may be, or, pursuant to Section
                           4(g) hereof, to attend such Veritas Meeting and to
                           exercise personally as the proxy of the Trustee, the
                           Holder Votes thereat;

                  (iii)    a statement as to the manner in which such
                           instructions may be given to the Trustee, including
                           an express indication that instructions may be given
                           to the Trustee to give:

                           (A)      a proxy to such Holder or his designee to
                                    exercise personally the Holder Votes; or

                           (B)      a proxy to a designated agent or other
                                    representative of the management of Veritas
                                    to exercise such Holder Votes;

                  (iv)     a statement that if no such instructions are received
                           from the Holder, the Holder Votes to which such
                           Holder is entitled will not be exercised;

                  (v)      a form of direction whereby the Holder may so direct
                           and instruct the Trustee as contemplated herein; and

                  (vi)     a statement of (A) the time and date by which such
                           instructions must be received by the Trustee in order
                           to be binding upon it, which in the case of a Veritas
                           Meeting shall not be earlier than the close of
                           business on the Business Day prior to such meeting,
                           and (B) the method for revoking or amending such
                           instructions.

                  The materials referred to above are to be provided by Veritas
                  to the Trustee, but shall be subject to review and comment by
                  the Trustee.

                  For the purpose of determining Holder Votes to which a Holder
                  is entitled in respect of any such Veritas Meeting or Veritas
                  Consent, the number of Series 1 Exchangeable Shares owned of
                  record by the Holder shall be determined at the close of
                  business on the record date established by Veritas or by
                  applicable law for purposes of determining stockholders
                  entitled to vote at such Veritas Meeting or to give written
                  consent in connection with such Veritas Consent. Veritas will
                  notify the Trustee in writing of any decision of the board of
                  directors of Veritas with respect to the calling of any such
                  Veritas Meeting or the seeking of any such Veritas Consent and
                  shall provide all necessary information and materials to the
                  Trustee in each case



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                  promptly and in any event in sufficient time to enable the
                  Trustee to perform its obligations contemplated by this
                  Section 4(c).

         (d)      COPIES OF STOCKHOLDER INFORMATION. Veritas will deliver to the
                  Trustee copies of all proxy materials, (including notices of
                  Veritas Meetings but excluding proxies to vote shares of
                  Veritas Common Stock), information statements, reports
                  (including without limitation all interim and annual financial
                  statements) and other written communications that are to be
                  distributed from time to time to holders of Veritas Common
                  Stock in sufficient quantities and in sufficient time so as to
                  enable the Trustee to send those materials to each Holder at
                  the same time as such materials are first sent to holders of
                  Veritas Common Stock. The Trustee will mail or otherwise send
                  to each Holder, at the expense of Veritas, copies of all such
                  materials (and all materials specifically directed to the
                  Holders or to the Trustee for the benefit of the Holders by
                  Veritas) received by the Trustee from Veritas at the same time
                  as such materials are first sent to holders of Veritas Common
                  Stock. The Trustee will make copies of all such materials
                  available for inspection by any Holder at the Trustee's
                  principal office in the cities of Calgary and Toronto.

         (e)      OTHER MATERIALS. Immediately after receipt by Veritas or any
                  stockholder of Veritas of any material sent or given generally
                  to the holders of Veritas Common Stock by or on behalf of a
                  third party, including without limitation dissident proxy and
                  information circulars (and related information and material)
                  and tender and exchange offer circulars (and related
                  information and material), Veritas shall use its best efforts
                  to obtain and deliver to the Trustee copies thereof in
                  sufficient quantities so as to enable the Trustee to forward
                  such material (unless the same has been provided directly to
                  Holders by such third party) to each Holder as soon as
                  possible thereafter. As soon as practicable after receipt
                  thereof, the Trustee will mail or otherwise send to each
                  Holder, at the expense of Veritas, copies of all such
                  materials received by the Trustee from Veritas. The Trustee
                  will also make copies of all such materials available for
                  inspection by any Holder at the Trustee's principal office in
                  the cities of Toronto and Calgary.

         (f)      LIST OF PERSONS ENTITLED TO VOTE. VESI shall, (i) prior to
                  each annual, general and special Veritas Meeting or the
                  seeking of any Veritas Consent and (ii) forthwith upon each
                  request made at any time by the Trustee in writing, prepare or
                  cause to be prepared a list (a "List") of the names and
                  addresses of the Holders arranged in alphabetical order and
                  showing the number of Series 1 Exchangeable Shares held of
                  record by each such Holder, in each case at the close of
                  business on the date specified by the Trustee in such request
                  or, in the case of a List prepared in connection with a
                  Veritas Meeting or a Veritas Consent, at the close of business
                  on the record date established by Veritas or pursuant to
                  applicable law for determining the holders of Veritas Common
                  Stock entitled to receive notice of and/or to vote at such
                  Veritas Meeting or to give consent in connection with such
                  Veritas Consent. Each such List shall be delivered to the
                  Trustee promptly after receipt by VESI of such request or the
                  record date for such meeting or seeking of consent, as the
                  case may be, and in any event within sufficient time as to
                  enable the Trustee to perform its obligations under this
                  agreement. Veritas agrees to give VESI written notice (with



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                  a copy to the Trustee) of the calling of any Veritas Meeting
                  or the seeking of any Veritas Consent, together with the
                  record dates therefor, sufficiently prior to the date of the
                  calling of such meeting or seeking of such consent so as to
                  enable VESI to perform its obligations under this Section
                  4(f).

         (g)      ENTITLEMENT TO DIRECT VOTES. Any Holder named in a List
                  prepared in connection with any Veritas Meeting or any Veritas
                  Consent will be entitled (i) to instruct the Trustee in the
                  manner described in Section 4(c) hereof with respect to the
                  exercise of the Holder Votes to which such Holder is entitled
                  or (ii) to attend such meeting and personally to exercise
                  thereat (or to exercise with respect to any written consent),
                  as the proxy of the Trustee, the Holder Votes to which such
                  Holder is entitled.

         (h)      VOTING BY TRUSTEE, AND ATTENDANCE OF TRUSTEE REPRESENTATIVE,
                  AT MEETING.

                  (i)      In connection with each Veritas Meeting and Veritas
                           Consent, the Trustee shall exercise, either in person
                           or by proxy, in accordance with the instructions
                           received from a Holder pursuant to Section 4(c)
                           hereof, the Holder Votes as to which such Holder is
                           entitled to direct the vote (or any lesser number
                           thereof as may be set forth in the instructions);
                           provided, however, that such written instructions are
                           received by the Trustee from the Holder prior to the
                           time and date fixed by it for receipt of such
                           instructions in the notice given by the Trustee to
                           the Holder pursuant to Section 4(c) hereof.

                  (ii)     The Trustee shall cause such representatives as are
                           empowered by it to sign and deliver, on behalf of the
                           Trustee, proxies for Voting Rights to attend each
                           Veritas Meeting. Upon submission by a Holder (or its
                           designee) of identification satisfactory to the
                           Trustee's representatives, and at the Holder's
                           request, such representatives shall sign and deliver
                           to such Holder (or its designee) a proxy to exercise
                           personally the Holder Votes as to which such Holder
                           is otherwise entitled hereunder to direct the vote,
                           if such Holder either (A) has not previously given
                           the Trustee instructions pursuant to Section 4(c)
                           hereof in respect of such meeting, or (B) submits to
                           the Trustee's representatives written revocation of
                           any such previous instructions. At such meeting, the
                           Holder exercising such Holder Votes shall have the
                           same rights as the Trustee to speak at the meeting in
                           respect of any matter, question or proposition, to
                           vote by way of ballot at the meeting in respect of
                           any matter, question or proposition and to vote at
                           such meeting by way of a show of hands in respect of
                           any matter, question or proposition.

         (i)      DISTRIBUTION OF WRITTEN MATERIALS. Any written materials to be
                  distributed by the Trustee to the Holders pursuant to this
                  agreement shall be delivered or sent by mail (or otherwise
                  communicated in the same manner as Veritas utilizes in
                  communications to holders of Veritas Common Stock, subject to
                  the Trustee's ability to provide this method of communication
                  and upon being advised in writing



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                                     - 10 -

                  of such method) to each Holder at its address as shown on the
                  books of VESI. VESI shall provide, or cause to be provided to
                  the Trustee for this purpose, on a timely basis and without
                  charge or other expense:

                           (A)      a current List; and

                           (B)      upon the request of the Trustee, mailing
                                    labels to enable the Trustee to carry out
                                    its duties under this agreement.

                  The materials referred to above are to be provided by Veritas
                  to the Trustee, but shall be subject to review and comment by
                  the Trustee.

         (j)      TERMINATION OF VOTING RIGHTS. Except as otherwise provided
                  herein or in the Exchangeable Share Provisions, all of the
                  rights of a Holder with respect to the Holder Votes
                  exercisable in respect of the Series 1 Exchangeable Shares
                  held by such Holder, including the right to instruct the
                  Trustee as to the voting of or to vote personally such Holder
                  Votes, shall be deemed to be surrendered by the Holder to
                  Veritas and such Holder Votes and the Voting Rights
                  represented thereby shall cease immediately upon the delivery
                  by such Holder to the Trustee of the certificates representing
                  such Series 1 Exchangeable Shares in connection with the
                  exercise by the Holder of the Exchange Right or the occurrence
                  of the automatic exchange of Series 1 Exchangeable Shares for
                  shares of Veritas Common Stock, as specified in Article 5
                  hereof (unless in either case Veritas shall not have delivered
                  the Series 1 Exchangeable Share Consideration deliverable in
                  exchange therefor to the Trustee for delivery to the Holders),
                  or upon the redemption of Series 1 Exchangeable Shares
                  pursuant to Article 6 or Article 7 of the Exchangeable Share
                  Provisions, or upon the effective date of the liquidation,
                  dissolution or winding-up of VESI pursuant to Article 5 of the
                  Exchangeable Share Provisions, or upon the purchase of Series
                  1 Exchangeable Shares from the holder thereof by Veritas
                  pursuant to the exercise by Veritas of the Retraction Call
                  Right, the Redemption Call Right or the Liquidation Call
                  Right.

5.       EXCHANGE RIGHT AND AUTOMATIC EXCHANGE

         (a)      GRANT AND OWNERSHIP OF THE EXCHANGE RIGHT. Veritas hereby
                  grants to the Trustee as trustee for and on behalf of, and for
                  the use and benefit of, the Holders (i) the right (the
                  "Exchange Right"), upon the occurrence and during the
                  continuance of an Insolvency Event, to require Veritas to
                  purchase from each or any Holder all or any part of the Series
                  1 Exchangeable Shares held by the Holders, and (ii) the
                  Automatic Exchange Rights, all in accordance with the
                  provisions of this agreement. Veritas hereby acknowledges
                  receipt from the Trustee as trustee for and on behalf of the
                  Holders of good and valuable consideration (and the adequacy
                  thereof) for the grant of the Exchange Right and the Automatic
                  Exchange Rights by Veritas to the Trustee. During the term of
                  the Trust and subject to the terms and conditions of this
                  agreement, the Trustee shall possess and be vested with full
                  legal ownership of the Exchange Right and the Automatic
                  Exchange Rights and shall be



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                  entitled to exercise all of the rights and powers of an owner
                  with respect to the Exchange Right and the Automatic Exchange
                  Rights, provided that the Trustee shall:

                  (iii)    hold the Exchange Right and the Automatic Exchange
                           Rights and the legal title thereto as trustee solely
                           for the use and benefit of the Holders in accordance
                           with the provisions of this agreement; and

                  (iv)     except as specifically authorized by this agreement,
                           have no power or authority to exercise or otherwise
                           deal in or with the Exchange Right or the Automatic
                           Exchange Rights, and the Trustee shall not exercise
                           any such rights for any purpose other than the
                           purposes for which this Trust is created pursuant to
                           this agreement.

         (b)      LEGENDED SHARE CERTIFICATES. VESI will cause each certificate
                  representing Series 1 Exchangeable Shares to bear an
                  appropriate legend notifying the Holders of:

                  (i)      their right to instruct the Trustee with respect to
                           the exercise of the Exchange Right in respect of the
                           Series 1 Exchangeable Shares held by a Holder; and

                  (ii)     the Automatic Exchange Rights.

         (c)      GENERAL EXERCISE OF EXCHANGE RIGHT. The Exchange Right shall
                  be and remain vested in and exercised by the Trustee. Subject
                  to Section 7(o) hereof, the Trustee shall exercise the
                  Exchange Right only on the basis of instructions received
                  pursuant to this Article 5 from Holders entitled to instruct
                  the Trustee as to the exercise thereof. To the extent that no
                  instructions are received from a Holder with respect to the
                  Exchange Right, the Trustee shall not exercise or permit the
                  exercise of the Exchange Right.

         (d)      PURCHASE PRICE. The purchase price payable by Veritas for each
                  Series 1 Exchangeable Share to be purchased by Veritas under
                  the Exchange Right shall be an amount equal to the Series 1
                  Exchangeable Share Price on the last Business Day prior to the
                  day of closing of the purchase and sale of such Series 1
                  Exchangeable Share under the Exchange Right. In connection
                  with each exercise of the Exchange Right, Veritas will provide
                  to the Trustee an Officer's Certificate setting forth the
                  calculation of the Series 1 Exchangeable Share Price for each
                  Series 1 Exchangeable Share. The Series 1 Exchangeable Share
                  Price for each such Series 1 Exchangeable Share so purchased
                  may be satisfied only by Veritas issuing and delivering or
                  causing to be delivered to the Trustee, on behalf of the
                  relevant Holder, the Series 1 Exchangeable Share Consideration
                  representing the total Series 1 Exchangeable Share Price.

         (e)      EXERCISE INSTRUCTIONS. Subject to the terms and conditions
                  herein set forth, a Holder shall be entitled, upon the
                  occurrence and during the continuance of an Insolvency Event,
                  to instruct the Trustee to exercise the Exchange Right with
                  respect to all or any part of the Series 1 Exchangeable Shares
                  registered in the name of such Holder on the books of VESI. To
                  cause the exercise of the Exchange Right by the



<PAGE>   12

                                     - 12 -

                  Trustee, the Holder shall deliver to the Trustee, in person or
                  by certified or registered mail, at its principal office in
                  Calgary, Alberta, Toronto, Ontario or at such other places in
                  Canada as the Trustee may from time to time designate by
                  written notice to the Holders, the certificates representing
                  the Series 1 Exchangeable Shares which such Holder desires
                  Veritas to purchase, duly endorsed in blank, and accompanied
                  by such other documents and instruments as may be required to
                  effect a transfer of Series 1 Exchangeable Shares under the
                  Business Corporations Act (Alberta), other applicable laws, if
                  any, and the by-laws of VESI and such additional documents and
                  instruments as the Trustee, VESI and Veritas may reasonably
                  require together with (i) a duly completed form of notice of
                  exercise of the Exchange Right, contained on the reverse of or
                  attached to the Series 1 Exchangeable Share certificates,
                  stating (A) that the Holder thereby instructs the Trustee to
                  exercise the Exchange Right so as to require Veritas to
                  purchase from the Holder the number of Series 1 Exchangeable
                  Shares specified therein, (B) that such Holder has good title
                  to and owns all such Series 1 Exchangeable Shares to be
                  acquired by Veritas free and clear of all liens, claims and
                  encumbrances, (C) the names in which the certificates
                  representing Veritas Common Stock issuable in connection with
                  the exercise of the Exchange Right are to be issued and (D)
                  the names and addresses of the persons to whom the Series 1
                  Exchangeable Share Consideration should be delivered and (ii)
                  payment (or evidence satisfactory to the Trustee, VESI and
                  Veritas of payment) of the taxes (if any) payable as
                  contemplated by Section 5(h) of this agreement. If only a part
                  of the Series 1 Exchangeable Shares represented by any
                  certificate or certificates delivered to the Trustee are to be
                  purchased by Veritas under the Exchange Right, a new
                  certificate for the balance of such Series 1 Exchangeable
                  Shares shall be issued to the Holder at the expense of VESI.

         (f)      DELIVERY OF SERIES 1 EXCHANGEABLE SHARE CONSIDERATION; EFFECT
                  OF EXERCISE. Promptly after receipt of the certificates
                  representing the Series 1 Exchangeable Shares which the Holder
                  desires Veritas to purchase under the Exchange Right (together
                  with such documents and instruments of transfer and a duly
                  completed form of notice of exercise of the Exchange Right),
                  duly endorsed for transfer to Veritas, the Trustee shall
                  notify Veritas and VESI of its receipt of the same, which
                  notice to Veritas and VESI shall constitute exercise of the
                  Exchange Right by the Trustee on behalf of the Holder of such
                  Series 1 Exchangeable Shares, and Veritas shall immediately
                  thereafter deliver or cause to be delivered to the Trustee,
                  for delivery to the Holder of such Series 1 Exchangeable
                  Shares (or to such other persons, if any, properly designated
                  by such Holder), the Series 1 Exchangeable Share
                  Consideration, deliverable in connection with the exercise of
                  the Exchange Right; provided, however, that no such delivery
                  shall be made unless and until the Holder requesting the same
                  shall have paid (or provided evidence satisfactory to the
                  Trustee, VESI and Veritas of the payment of) the taxes (if
                  any) payable as contemplated by Section 5(h) of this
                  agreement. In connection with payment of the Series 1
                  Exchangeable Share Consideration, Veritas shall be entitled to
                  liquidate some of the Veritas Common Stock that would
                  otherwise be deliverable to the particular holder of Series 1
                  Exchangeable Shares in order to fund any statutory withholding
                  tax obligation. Immediately upon the giving of notice by the
                  Trustee to Veritas and VESI of the exercise of the Exchange
                  Right, as provided in this Section



<PAGE>   13

                                     - 13 -

                  5(f), the closing of the transaction of purchase and sale
                  contemplated by the Exchange Right shall be deemed to have
                  occurred, and the Holder of such Series 1 Exchangeable Shares
                  shall be deemed to have transferred to Veritas all of its
                  right, title and interest in and to such Series 1 Exchangeable
                  Shares and in the related interest in the Trust Estate and
                  shall cease to be a holder of such Series 1 Exchangeable
                  Shares and shall not be entitled to exercise any of the rights
                  of a holder in respect thereof, other than the right to
                  receive his proportionate part of the total purchase price
                  therefor, unless such Series 1 Exchangeable Share
                  Consideration is not delivered by Veritas to the Trustee, for
                  delivery to such Holder (or to such other persons, if any,
                  properly designated by such Holder), within five Business Days
                  of the date of the giving of such notice by the Trustee, in
                  which case the rights of the Holder shall remain unaffected
                  until such Series 1 Exchangeable Share Consideration is
                  delivered by Veritas and any cheque included therein is paid.
                  Concurrently with such Holder ceasing to be a holder of Series
                  1 Exchangeable Shares, the Holder shall be considered and
                  deemed for all purposes to be the holder of the shares of
                  Veritas Common Stock delivered to it pursuant to the Exchange
                  Right. Notwithstanding the foregoing until the Series 1
                  Exchangeable Share Consideration is delivered to the Holder,
                  the Holder shall be deemed to still be a holder of the sold
                  Series 1 Exchangeable Shares for purposes of voting rights
                  with respect thereto under this agreement.

         (g)      EXERCISE OF EXCHANGE RIGHT SUBSEQUENT TO RETRACTION.  In the
                  event that a Holder has exercised its right under Article 6 of
                  the Exchangeable Share Provisions to require VESI to redeem
                  any or all of the Series 1 Exchangeable Shares held by the
                  Holder (the "Retracted Shares") and is notified by VESI
                  pursuant to Section 6.6 of the Exchangeable Share Provisions
                  that VESI will not be permitted as a result of liquidity or
                  solvency requirements of applicable law to redeem all such
                  Retracted Shares, subject to receipt by the Trustee of written
                  notice to that effect from VESI and provided that Veritas
                  shall not have exercised the Retraction Call Right with
                  respect to the Retracted Shares and that the Holder has not
                  revoked the retraction request delivered by the Holder to VESI
                  pursuant to Section 6.1 of the Exchangeable Share Provisions,
                  the retraction request will constitute and will be deemed to
                  constitute notice from the Holder to the Trustee instructing
                  the Trustee to exercise the Exchange Right with respect to
                  those Retracted Shares which VESI is unable to redeem. In any
                  such event, VESI hereby agrees with the Trustee and in favour
                  of the Holder immediately to notify the Trustee of such
                  prohibition against VESI redeeming all of the Retracted Shares
                  and immediately to forward or cause to be forwarded to the
                  Trustee all relevant materials delivered by the Holder to VESI
                  or to the transfer agent of the Series 1 Exchangeable Shares
                  (including without limitation a copy of the retraction request
                  delivered pursuant to Section 6.1 of the Exchangeable Share
                  Provisions) in connection with such proposed redemption of the
                  Retracted Shares and the Trustee will thereupon exercise the
                  Exchange Right with respect to the Retracted Shares that VESI
                  is not permitted to redeem and will require Veritas to
                  purchase such shares in accordance with the provisions of this
                  Article 5.




<PAGE>   14

                                     - 14 -

         (h)      STAMP OR OTHER TRANSFER TAXES. Upon any sale of Series 1
                  Exchangeable Shares to Veritas pursuant to the Exchange Right
                  or the Automatic Exchange Rights, the share certificate or
                  certificates representing Veritas Common Stock to be delivered
                  in connection with the payment of the total purchase price
                  therefor shall be issued in the name of the Holder of the
                  Series 1 Exchangeable Shares so sold or in such names as such
                  Holder may otherwise direct in writing without charge to the
                  holder of the Series 1 Exchangeable Shares so sold, provided,
                  however, that such Holder (i) shall pay (and neither Veritas,
                  VESI nor the Trustee shall be required to pay) any
                  documentary, stamp, transfer or other similar taxes that may
                  be payable in respect of any transfer involved in the issuance
                  or delivery of such shares to a person other than such Holder
                  or (ii) shall have established to the satisfaction of the
                  Trustee, Veritas and VESI that such taxes, if any, have been
                  paid.

         (i)      NOTICE OF INSOLVENCY EVENT. Immediately upon the occurrence of
                  an Insolvency Event or any event which with the giving of
                  notice or the passage of time or both would be an Insolvency
                  Event, VESI and Veritas shall give written notice thereof to
                  the Trustee. As soon as practicable after receiving notice
                  from VESI and Veritas or from any other Person of the
                  occurrence of an Insolvency Event, the Trustee will mail to
                  each Holder, at the expense of Veritas, a notice of such
                  Insolvency Event in the form provided by Veritas, which notice
                  shall contain a brief statement of the right of the Holders
                  with respect to the Exchange Right.

         (j)      QUALIFICATION OF VERITAS COMMON STOCK. Veritas covenants that
                  if any shares of Veritas Common Stock to be issued and
                  delivered pursuant to the Exchange Right or the Automatic
                  Exchange Rights require registration or qualification with or
                  approval of or the filing of any document including any
                  prospectus or similar document or the taking of any proceeding
                  with or the obtaining of any order, ruling or consent from any
                  governmental or regulatory authority under any Canadian or
                  United States federal, provincial or state law or regulation
                  or pursuant to the rules and regulations of any regulatory
                  authority or the fulfillment of any other legal requirement
                  (collectively, the "Applicable Laws") before such shares may
                  be issued and delivered by Veritas to the initial holder
                  thereof (other than VESI) or in order that such shares may be
                  freely traded thereafter (other than any restrictions on
                  transfer by reason of a holder being a "control person" of
                  Veritas for purposes of Canadian federal or provincial
                  securities law or an "affiliate" of Veritas or, prior to the
                  Effective Date, of Enertec for purposes of United States
                  federal or state securities law), Veritas will in good faith
                  expeditiously take all such actions and do all such things as
                  are necessary to cause such shares of Veritas Common Stock to
                  be and remain duly registered, qualified or approved. Veritas
                  represents and warrants that it has in good faith taken all
                  actions and done all things as are necessary under Applicable
                  Laws as they exist on the date hereof to cause the shares of
                  Veritas Common Stock to be issued and delivered pursuant to
                  the Exchange Right and the Automatic Exchange Rights and to be
                  freely tradeable thereafter (other than restrictions on
                  transfer by reason of a holder being a "control person" of
                  Veritas for the purposes of Canadian federal and provincial
                  securities law or an "affiliate" of Veritas or, prior to the
                  Effective Date, of Enertec for the purposes of United States
                  federal or state securities law). Veritas will in good faith
                  expeditiously take all such



<PAGE>   15

                                     - 15 -

                  actions and do all such things as are necessary to cause all
                  shares of Veritas Common Stock to be delivered pursuant to the
                  Exchange Right or the Automatic Exchange Rights to be and to
                  continue to be listed, quoted or posted for trading on all
                  stock exchanges and quotation systems on which such shares are
                  listed, quoted or posted for trading at such time.

         (k)      RESERVATION OF SHARES OF VERITAS COMMON STOCK.

                  Veritas hereby represents, warrants and covenants that it has
                  irrevocably reserved for issuance and will at all times keep
                  available, free from pre-emptive and other rights, out of its
                  authorized and unissued capital stock such number of shares of
                  Veritas Common Stock (i) as is equal to the sum of (A) the
                  number of Series 1 Exchangeable Shares issued and outstanding
                  from time to time and (B) the number of Series 1 Exchangeable
                  Shares issuable upon the exercise of all rights to acquire
                  Series 1 Exchangeable Shares outstanding from time to time and
                  (ii) as are now and may hereafter be required to enable and
                  permit Veritas and VESI to meet their respective obligations
                  hereunder, under the Restated Certificate of Incorporation of
                  Veritas, under the Support Agreement, under the Exchangeable
                  Share Provisions and under any other security or commitment
                  pursuant to the Arrangement with respect to which Veritas may
                  now or hereafter be required to issue shares of Veritas Common
                  Stock.

         (l)      AUTOMATIC EXCHANGE ON LIQUIDATION OF VERITAS.

                  (i)      Veritas will give the Trustee written notice of each
                           of the following events at the time set forth below:

                           (A)      in the event of any determination by the
                                    board of directors of the Veritas to
                                    institute voluntary liquidation, dissolution
                                    or winding-up proceedings with respect to
                                    Veritas or to effect any other distribution
                                    of assets of Veritas among its stockholders
                                    for the purpose of winding-up its affairs,
                                    at least 60 days prior to the proposed
                                    effective date of such liquidation,
                                    dissolution, winding-up or other
                                    distribution; and

                           (B)      immediately, upon the earlier of (I) receipt
                                    by Veritas of notice of, and (II) Veritas
                                    otherwise becoming aware of, any threatened
                                    or instituted claim, suit, petition or other
                                    proceedings with respect to the involuntary
                                    liquidation, dissolution or winding-up of
                                    Veritas or to effect any other distribution
                                    of assets of Veritas among its stockholders
                                    for the purpose of winding-up its affairs.

                  (ii)     Immediately following receipt by the Trustee from
                           Veritas of notice of any event (a "Liquidation
                           Event") contemplated by Section 5(l)(i) above, the
                           Trustee will give notice thereof to the Holders. Such
                           notice will be provided by Veritas to the Trustee and
                           shall include a brief description of the automatic
                           exchange of Series 1 Exchangeable Shares for shares
                           of Veritas Common Stock provided for in Section
                           5(l)(iii) below.



<PAGE>   16

                                     - 16 -

                  (iii)    In order that the Holders will be able to participate
                           on a PRO RATA basis with the holders of Veritas
                           Common Stock in the distribution of assets of Veritas
                           in connection with a Liquidation Event, immediately
                           prior to the effective time (the "Liquidation Event
                           Effective Time") of a Liquidation Event all of the
                           then outstanding Series 1 Exchangeable Shares shall
                           be automatically exchanged for shares of Veritas
                           Common Stock. To effect such automatic exchange,
                           Veritas shall be deemed to have purchased each Series
                           1 Exchangeable Share outstanding immediately prior to
                           the Liquidation Event Effective Time and held by
                           Holders, and each Holder shall be deemed to have sold
                           the Series 1 Exchangeable Shares held by it at such
                           time, for a purchase price per share equal to the
                           Series 1 Exchangeable Share Price applicable at such
                           time. In connection with such automatic exchange,
                           Veritas will provide to the Trustee an Officer's
                           Certificate setting forth the calculation of the
                           purchase price for each Series 1 Exchangeable Share.

                  (iv)     The closing of the transaction of purchase and sale
                           contemplated by Section 5(l)(iii) above shall be
                           deemed to have occurred immediately prior to the
                           Liquidation Event Effective Time, and each Holder of
                           Series 1 Exchangeable Shares shall be deemed to have
                           transferred to Veritas all of the Holder's right,
                           title and interest in and to such Series 1
                           Exchangeable Shares and the related interest in the
                           Trust Estate and shall cease to be a holder of such
                           Series 1 Exchangeable Shares and Veritas shall
                           deliver to the Holder the Series 1 Exchangeable Share
                           Consideration deliverable upon the automatic exchange
                           of Series 1 Exchangeable Shares. In connection with
                           payment of the Series 1 Exchangeable Share
                           Consideration, Veritas shall be entitled to liquidate
                           some of the Veritas Common Stock that would otherwise
                           be deliverable to the particular holder of Series 1
                           Exchangeable Shares in order to fund any statutory
                           withholding tax obligation. Concurrently with such
                           Holder ceasing to be a holder of Series 1
                           Exchangeable Shares, the Holder shall be considered
                           and deemed for all purposes to be the holder of the
                           shares of Veritas Common Stock issued to it pursuant
                           to the automatic exchange of Series 1 Exchangeable
                           Shares for Veritas Common Stock and the certificates
                           held by the Holder previously representing the Series
                           1 Exchangeable Shares exchanged by the Holder with
                           Veritas pursuant to such automatic exchange shall
                           thereafter be deemed to represent the shares of
                           Veritas Common Stock issued to the Holder by Veritas
                           pursuant to such automatic exchange. Upon the request
                           of a Holder and the surrender by the Holder of Series
                           1 Exchangeable Share certificates deemed to represent
                           shares of Veritas Common Stock, duly endorsed in
                           blank and accompanied by such instruments of transfer
                           as Veritas may reasonably require, Veritas shall
                           deliver or cause to be delivered to the Holder
                           certificates representing the shares of Veritas
                           Common Stock of which the Holder is the holder.
                           Notwithstanding the foregoing until each Holder is
                           actually entered on the register of holders of
                           Veritas Common Stock, such Holder shall be deemed to
                           still be a holder of the transferred Series 1
                           Exchangeable Shares for purposes of all voting rights
                           with respect thereto under this agreement.



<PAGE>   17

                                     - 17 -

6.       RESTRICTIONS ON ISSUANCE OF VERITAS ERS SPECIAL VOTING STOCK

         During the term of this agreement, Veritas will not issue any shares of
         Veritas ERS Special Voting Stock in addition to the Voting Share.

7.       CONCERNING THE TRUSTEE

         (a)      POWERS AND DUTIES OF THE TRUSTEE. The rights, powers and
                  authorities of the Trustee under this agreement, in its
                  capacity as trustee of the Trust, shall include:

                  (i)      receipt and deposit of the Voting Share from Veritas
                           as trustee for and on behalf of the Holders in
                           accordance with the provisions of this agreement;

                  (ii)     granting proxies and distributing materials to
                           Holders as provided in this agreement;

                  (iii)    voting the Holder Votes in accordance with the
                           provisions of this agreement;

                  (iv)     receiving the grant of the Exchange Right and the
                           Automatic Exchange Rights from Veritas as trustee for
                           and on behalf of the Holders in accordance with the
                           provisions of this agreement;

                  (v)      exercising the Exchange Right and enforcing the
                           benefit of the Automatic Exchange Rights, in each
                           case in accordance with the provisions of this
                           agreement, and in connection therewith receiving from
                           Holders Series 1 Exchangeable Shares and other
                           requisite documents and distributing to such Holders
                           the shares of Veritas Common Stock and cheques and
                           property, if any, to which such Holders are entitled
                           upon the exercise of the Exchange Right or pursuant
                           to the Automatic Exchange Rights, as the case may be;

                  (vi)     holding title to the Trust Estate;

                  (vii)    investing any moneys forming, from time to time, a
                           part of the Trust Estate as provided in this
                           agreement;

                  (viii)   taking action at the direction of a Holder or Holders
                           to enforce the obligations of Veritas under this
                           agreement; and

                  (ix)     taking such other actions and doing such other things
                           as are specifically provided in this agreement.

                  In the exercise of such rights, powers and authorities the
                  Trustee shall have (and is granted) such incidental and
                  additional rights, powers and authority not in conflict with
                  any of the provisions of this agreement as the Trustee, acting
                  in good faith and in the reasonable exercise of its
                  discretion, may deem necessary, appropriate or desirable to
                  effect the purpose of the Trust. Any exercise of such
                  discretionary rights,



<PAGE>   18

                                     - 18 -

                  powers and authorities by the Trustee shall be final,
                  conclusive and binding upon all persons. For greater
                  certainty, the Trustee shall have only those duties as are set
                  out specifically in this agreement.

                  The Trustee in exercising its rights, powers, duties and
                  authorities hereunder shall act honestly and in good faith
                  with a view to the best interests of the Holders and shall
                  exercise the care, diligence and skill that a reasonably
                  prudent trustee would exercise in comparable circumstances.

                  The Trustee shall not be bound to give any notice or do or
                  take any act, action or proceeding by virtue of the powers
                  conferred on it hereby unless and until it shall be
                  specifically required to do so under the terms hereof; nor
                  shall the Trustee be required to take any notice of, or to do
                  or to take any act, action or proceeding as a result of any
                  default or breach of any provision hereunder, unless and until
                  notified in writing of such default or breach, which notices
                  shall distinctly specify the default or breach desired to be
                  brought to the attention of the Trustee and in the absence of
                  such notice the Trustee may for all purposes of this agreement
                  conclusively assume that no default or breach has been made in
                  the observance or performance of any of the representations,
                  warranties, covenants, agreements or conditions contained
                  herein.

         (b)      NO CONFLICT OF INTEREST. The Trustee represents to VESI and
                  Veritas that at the date of execution and delivery of this
                  agreement there exists no material conflict of interest in the
                  role of the Trustee as a fiduciary hereunder and the role of
                  the Trustee in any other capacity. The Trustee shall, within
                  90 days after it becomes aware that such a material conflict
                  of interest exists, either eliminate such material conflict of
                  interest or resign in the manner and with the effect specified
                  in Article 10 hereof. If, notwithstanding the foregoing
                  provisions of this Section 7(b), the Trustee has such a
                  material conflict of interest, the validity and enforceability
                  of this agreement shall not be affected in any manner
                  whatsoever by reason only of the existence of such material
                  conflict of interest. If the Trustee contravenes the foregoing
                  provisions of this Section 7(b), any interested party may
                  apply to the Alberta Court of Queen's Bench an order that the
                  Trustee be replaced as trustee hereunder.

         (c)      DEALINGS WITH TRANSFER AGENTS, REGISTRARS, ETC. VESI and
                  Veritas irrevocably authorize the Trustee, from time to time,
                  to:

                  (i)      consult, communicate and otherwise deal with the
                           respective registrars and transfer agents, and with
                           any such subsequent registrar or transfer agent, of
                           the Series 1 Exchangeable Shares and Veritas Common
                           Stock; and

                  (ii)     requisition, from time to time, (A) from any such
                           registrar or transfer agent any information readily
                           available from the records maintained by it which the
                           Trustee may reasonably require for the discharge of
                           its duties and responsibilities under this agreement
                           and (B) from the transfer agent of Veritas Common
                           Stock, and any subsequent transfer agent of such
                           shares, the share certificates issuable upon the
                           exercise from time to time of the



<PAGE>   19

                                     - 19 -

                           Exchange Right and pursuant to the Automatic Exchange
                           Rights in the manner specified in Article 5 hereof.

                  VESI and Veritas irrevocably authorize their respective
                  registrars and transfer agents to comply with all such
                  requests. Veritas covenants that it will supply its transfer
                  agent with duly executed share certificates for the purpose of
                  completing the exercise from time to time of the Exchange
                  Right and the Automatic Exchange Rights, in each case pursuant
                  to Article 5 hereof.

         (d)      BOOKS AND RECORDS. The Trustee shall keep available for
                  inspection by Veritas and VESI, at the Trustee's principal
                  office in Calgary, Alberta, correct and complete books and
                  records of account relating to the Trustee's actions under
                  this agreement, including without limitation all information
                  relating to mailings and instructions to and from Holders and
                  all transactions pursuant to the Voting Rights, the Exchange
                  Right and the Automatic Exchange Rights for the term of this
                  agreement. On or before June 30, 2000, and on or before June
                  30 in every year thereafter, so long as the Voting Share is on
                  deposit with the Trustee, the Trustee shall transmit to
                  Veritas and VESI a brief report, dated as of the preceding
                  March 31, with respect to:

                  (i)      the property and funds comprising the Trust Estate as
                           of that date;

                  (ii)     the number of exercises of the Exchange Right, if
                           any, and the aggregate number of Series 1
                           Exchangeable Shares received by the Trustee on behalf
                           of Holders in consideration of the issue and delivery
                           by Veritas of shares of Veritas Common Stock in
                           connection with the Exchange Right, during the
                           calendar year ended on such date; and

                  (iii)    all other actions taken by the Trustee in the
                           performance of its duties under this agreement which
                           it had not previously reported.

         (e)      INCOME TAX RETURNS AND REPORTS. The Trustee shall, to the
                  extent necessary, prepare and file on behalf of the Trust
                  appropriate Canadian income tax returns and any other returns
                  or reports as may be required by applicable law or pursuant to
                  the rules and regulations of any securities exchange or other
                  trading system through which the Series 1 Exchangeable Shares
                  are traded and, in connection therewith, may obtain the advice
                  and assistance of such experts as the Trustee may consider
                  necessary or advisable. If requested by the Trustee, Veritas
                  shall retain such experts for purposes of providing such
                  advice and assistance.

         (f)      INDEMNIFICATION PRIOR TO CERTAIN ACTIONS BY TRUSTEE. The
                  Trustee shall exercise any or all of the rights, duties,
                  powers or authorities vested in it by this agreement at the
                  request, order or direction of any Holder upon such Holder
                  furnishing to the Trustee reasonable funding, security and
                  indemnity against the costs, expenses and liabilities which
                  may be incurred by the Trustee therein or thereby, provided
                  that no Holder shall be obligated to furnish to the Trustee
                  any such funding, security or indemnity in connection with the
                  exercise by the Trustee of any of its rights, duties, powers
                  and authorities with respect to the Voting Share pursuant



<PAGE>   20

                                     - 20 -

                  to Article 4 hereof, subject to Section 7(o) hereof, and with
                  respect to the Exchange Right pursuant to Article 5 hereof,
                  subject to Section 7(o) hereof, and with respect to the
                  Automatic Exchange Rights pursuant to Article 5 hereof.

                  None of the provisions contained in this agreement shall
                  require the Trustee to expend or risk its own funds or
                  otherwise incur financial liability in the exercise of any of
                  its rights, powers, duties or authorities unless funded, given
                  funds, security and indemnified as aforesaid.

         (g)      ACTIONS BY HOLDERS. No Holder shall have the right to
                  institute any action, suit or proceeding or to exercise any
                  other remedy authorized by this agreement for the purpose of
                  enforcing any of its rights or for the execution of any trust
                  or power hereunder unless the Holder has requested the Trustee
                  to take or institute such action, suit or proceeding and
                  furnished the Trustee with the funding, security and indemnity
                  referred to in Section 7(f) hereof and the Trustee shall have
                  failed to act within a reasonable time thereafter. In such
                  case, but not otherwise, the Holder shall be entitled to take
                  proceedings in any court of competent jurisdiction such as the
                  Trustee might have taken; it being understood and intended
                  that no one or more Holders shall have any right in any manner
                  whatsoever to affect, disturb or prejudice the rights hereby
                  created by any such action, or to enforce any right hereunder
                  or under the Voting Rights, the Exchange Right or the
                  Automatic Exchange Rights, except subject to the conditions
                  and in the manner herein provided, and that all powers and
                  trusts hereunder shall be exercised and all proceedings at law
                  shall be instituted, had and maintained by the Trustee, except
                  only as herein provided, and in any event for the equal
                  benefit of all Holders.

         (h)      RELIANCE UPON DECLARATIONS. The Trustee shall not be
                  considered to be in contravention of any of its rights,
                  powers, duties and authorities hereunder if, when required, it
                  acts and relies in good faith upon lists, mailing labels,
                  notices, statutory declarations, certificates, opinions,
                  reports or other papers or documents furnished pursuant to the
                  provisions hereof or required by the Trustee to be furnished
                  to it in the exercise of its rights, powers, duties and
                  authorities hereunder and such lists, mailing labels, notices,
                  statutory declarations, certificates, opinions, reports or
                  other papers or documents comply with the provisions of
                  Section 7(i) hereof, if applicable, and with any other
                  applicable provisions of this agreement.

         (i)      EVIDENCE AND AUTHORITY TO TRUSTEE. VESI and/or Veritas shall
                  furnish to the Trustee evidence of compliance with the
                  conditions provided for in this agreement relating to any
                  action or step required or permitted to be taken by VESI
                  and/or Veritas or the Trustee under this agreement or as a
                  result of any obligation imposed under this agreement,
                  including, without limitation, in respect of the Voting Rights
                  or the Exchange Right or the Automatic Exchange Rights and the
                  taking of any other action to be taken by the Trustee at the
                  request of or on the application of VESI and/or Veritas
                  forthwith if and when:

                  (i)      such evidence is required by any other section of
                           this agreement to be furnished to the Trustee in
                           accordance with the terms of this Section 7(i); or



<PAGE>   21

                                     - 21 -

                  (ii)     the Trustee, in the exercise of its rights, powers,
                           duties and authorities under this agreement, gives
                           VESI and/or Veritas written notice requiring it to
                           furnish such evidence in relation to any particular
                           action or obligation specified in such notice.

                  Such evidence shall consist of an Officer's Certificate of
                  VESI and/or Veritas or a statutory declaration or a
                  certificate made by persons entitled to sign an Officer's
                  Certificate stating that any such condition has been complied
                  with in accordance with the terms of this agreement.

                  Whenever such evidence relates to a matter other than the
                  Voting Rights or the Exchange Right or the Automatic Exchange
                  Rights, and except as otherwise specifically provided herein,
                  such evidence may consist of a report or opinion of any
                  solicitor, auditor, accountant, appraiser, valuer, engineer or
                  other expert or any other person whose qualifications give
                  authority to a statement made by him, provided that if such
                  report or opinion is furnished by a director, officer or
                  employee of VESI and/or Veritas it shall be in the form of an
                  Officer's Certificate or a statutory declaration.

                  Each statutory declaration, certificate, statement, opinion or
                  report furnished to the Trustee as evidence of compliance with
                  a condition provided for in this agreement shall include a
                  statement by the person giving the evidence:

                  (iii)    declaring that he has read and understands the
                           provisions of this agreement relating to the
                           condition in question:

                  (iv)     describing the nature and scope of the examination or
                           investigation upon which he based the statutory
                           declaration, certificate, statement, opinion or
                           report; and

                  (v)      declaring that he has made such examination or
                           investigation as he believes is necessary to enable
                           him to make the statements or give the opinions
                           contained or expressed therein.

         (j)      EXPERTS, ADVISERS AND AGENTS.  The Trustee may:

                  (i)      in relation to these presents act and rely on the
                           opinion or advice of or information obtained from or
                           prepared by any solicitor, auditor, accountant,
                           appraiser, valuer, engineer or other expert, whether
                           retained by the Trustee or by VESI and/or Veritas or
                           otherwise, and may retain and employ such assistants
                           as may be necessary to the proper determination and
                           discharge of its powers and duties and determination
                           of its rights hereunder and may pay proper and
                           reasonable compensation for all such legal and other
                           advice or assistance as aforesaid; and




<PAGE>   22

                                     - 22 -

                  (ii)     retain and employ such agents and other assistants as
                           it may reasonably require for the proper
                           determination and discharge of its powers and duties
                           hereunder, and may pay reasonable remuneration for
                           all services performed for it (and shall be entitled
                           to receive reasonable remuneration for all services
                           performed by it) in the discharge of the trusts
                           hereof and compensation for all disbursements, costs
                           and expenses made or incurred by it in the
                           determination and discharge of its duties hereunder
                           and in the management of the Trust.

         (k)      INVESTMENT OF MONEYS HELD BY TRUSTEE. Unless otherwise
                  provided in this agreement, any moneys held by or on behalf of
                  the Trustee which under the terms of this agreement may or
                  ought to be invested or which may be on deposit with the
                  Trustee or which may be in the hands of the Trustee may be
                  invested and reinvested in the name or under the control of
                  the Trustee in Authorized Investments, and the Trustee shall
                  so invest such moneys on the written direction of VESI.
                  Pending the investment of any moneys as hereinbefore provided,
                  such moneys may be deposited in the name of the Trustee in any
                  chartered bank in Canada or, with the consent of VESI, in the
                  deposit department of the Trustee or any other loan or trust
                  company authorized to accept deposits under the laws of Canada
                  or any province thereof at the rate of interest then current
                  on similar deposits.

         (l)      TRUSTEE NOT REQUIRED TO GIVE SECURITY. The Trustee shall not
                  be required to give any bond or security in respect of the
                  execution of the trusts, rights, duties, powers and
                  authorities of this agreement or otherwise in respect of the
                  premises.

         (m)      TRUSTEE NOT BOUND TO ACT ON REQUEST. Except as in this
                  agreement otherwise specifically provided, the Trustee shall
                  not be bound to act in accordance with any direction or
                  request of VESI and/or Veritas or of the directors thereof
                  until a duly authenticated copy of the instrument or
                  resolution containing such direction or request shall have
                  been delivered to the Trustee, and the Trustee shall be
                  empowered to act and rely upon any such copy purporting to be
                  authenticated and believed by the Trustee to be genuine.

         (n)      AUTHORITY TO CARRY ON BUSINESS. The Trustee represents to VESI
                  and Veritas that at the date of execution and delivery by it
                  of this agreement it is authorized to carry on the business of
                  a trust company in the Province of Alberta but if,
                  notwithstanding the provisions of this Section 7(n), it ceases
                  to be so authorized to carry on business, the validity and
                  enforceability of this agreement and the Voting Rights, the
                  Exchange Right and the Automatic Exchange Rights shall not be
                  affected in any manner whatsoever by reason only of such event
                  but the Trustee shall, within 90 days after ceasing to be
                  authorized to carry on the business of a trust company in the
                  Province of Alberta, either become so authorized or resign in
                  the manner and with the effect specified in Article 10 hereof.




<PAGE>   23

                                     - 23 -

         (o)      CONFLICTING CLAIMS. If conflicting claims or demands are made
                  or asserted with respect to any interest of any Holder in any
                  Series 1 Exchangeable Shares, including any disagreement
                  between the heirs, representatives, successors or assigns
                  succeeding to all or any part of the interest of any Holder in
                  any Series 1 Exchangeable Shares resulting in conflicting
                  claims or demands being made in connection with such interest,
                  then the Trustee shall be entitled, at its sole discretion, to
                  refuse to recognize or to comply with any such claim or
                  demand. In so refusing, the Trustee may elect not to exercise
                  any Voting Rights, Exchange Right or Automatic Exchange Rights
                  subject to such conflicting claims or demands and, in so
                  doing, the Trustee shall not be or become liable to any person
                  on account of such election or its failure or refusal to
                  comply with any such conflicting claims or demands. The
                  Trustee shall be entitled to continue to refrain from acting
                  and to refuse to act until:

                  (i)      the rights of all adverse claimants with respect to
                           the Voting Rights, Exchange Right or Automatic
                           Exchange Rights subject to such conflicting claims or
                           demands have been adjudicated by a final judgment of
                           a court of competent jurisdiction; or

                  (ii)     all differences with respect to the Voting Rights,
                           Exchange Right or Automatic Exchange Rights subject
                           to such conflicting claims or demands have been
                           conclusively settled by a valid written agreement
                           binding on all such adverse claimants, and the
                           Trustee shall have been furnished with an executed
                           copy of such agreement.

                  If the Trustee elects to recognize any claim or comply with
                  any demand made by any such adverse claimant, it may in its
                  discretion require such claimant to furnish such surety bond
                  or other security satisfactory to the Trustee as it shall deem
                  appropriate fully to indemnify it as between all conflicting
                  claims or demands.

         (p)      ACCEPTANCE OF TRUST. The Trustee hereby accepts the Trust
                  created and provided for by and in this agreement and agrees
                  to perform the same upon the terms and conditions herein set
                  forth and to hold all rights, privileges and benefits
                  conferred hereby and by law in trust for the various persons
                  who shall from time to time be Holders, subject to all the
                  terms and conditions herein set forth.

8.       COMPENSATION

         (a)      Veritas and VESI jointly and severally agree to pay to the
                  Trustee reasonable compensation for all of the services
                  rendered by it under this agreement and will reimburse the
                  Trustee for all reasonable expenses (including but not limited
                  to taxes, compensation paid to experts, agents and advisors
                  and travel expenses) and disbursements, including the cost and
                  expense of any suit or litigation of any character and any
                  proceedings before any governmental agency reasonably incurred
                  by the Trustee in connection with its rights and duties under
                  this agreement; provided that Veritas and VESI shall have no
                  obligation to reimburse the Trustee for any expenses or
                  disbursements paid, incurred or suffered by the Trustee in any
                  suit or



<PAGE>   24

                                     - 24 -

                  litigation in which the Trustee is determined to have acted in
                  bad faith or with negligence or willful misconduct.

9.       INDEMNIFICATION AND LIMITATION OF LIABILITY

         (a)      INDEMNIFICATION OF THE TRUSTEE. Veritas and VESI jointly and
                  severally agree to indemnify and hold harmless the Trustee and
                  each of its directors, officers, employees and agents
                  appointed and acting in accordance with this agreement
                  (collectively, the "Indemnified Parties") against all claims,
                  losses, damages, costs, penalties, fines and reasonable
                  expenses (including reasonable expenses of the Trustee's legal
                  counsel on a solicitor and his own client basis) which,
                  without fraud, negligence, willful misconduct or bad faith on
                  the part of such Indemnified Party, may be paid, incurred or
                  suffered by the Indemnified Party by reason of or as a result
                  of the Trustee's acceptance or administration of the Trust,
                  its compliance with its duties set forth in this agreement, or
                  any written or oral instructions delivered to the Trustee by
                  Veritas or VESI pursuant hereto. In no case shall Veritas or
                  VESI be liable under this indemnity for any claim against any
                  of the Indemnified Parties unless Veritas and VESI shall be
                  notified by the Trustee of the written assertion of a claim or
                  of any action commenced against the Indemnified Parties,
                  promptly after any of the Indemnified Parties shall have
                  received any such written assertion of a claim or shall have
                  been served with a summons or other first legal process giving
                  information as to the nature and basis of the claim. Subject
                  to (ii), below, Veritas and VESI shall be entitled to
                  participate at their own expense in the defense and, if
                  Veritas or VESI so elect at any time after receipt of such
                  notice, either of them may assume the defense of any suit
                  brought to enforce any such claim. The Trustee shall have the
                  right to employ separate counsel in any such suit and
                  participate in the defense thereof but the fees and expenses
                  of such counsel shall be at the expense of the Trustee unless:
                  (i) the employment of such counsel has been authorized by
                  Veritas or VESI, such authorization not to be unreasonably
                  withheld; or (ii) the named parties to any such suit include
                  both the Trustee and Veritas or VESI and the Trustee shall
                  have been advised by counsel acceptable to Veritas or VESI
                  that there may be one or more legal defenses available to the
                  Trustee that are different from or in addition to those
                  available to Veritas or VESI and that an actual or potential
                  conflict of interest exists (in which case Veritas and VESI
                  shall not have the right to assume the defense of such suit on
                  behalf of the Trustee but shall be liable to pay the
                  reasonable fees and expenses of counsel for the Trustee). This
                  indemnity shall survive the resignation or removal of the
                  Trustee and the termination of this agreement.

         (b)      LIMITATION OF LIABILITY. The Trustee shall not be held liable
                  for any loss which may occur by reason of depreciation of the
                  value of any part of the Trust Estate or any loss incurred on
                  any investment of funds pursuant to this agreement, except to
                  the extent that such loss is attributable to the fraud,
                  negligence, willful misconduct or bad faith on the part of the
                  Trustee.




<PAGE>   25

                                     - 25 -

10.      CHANGE OF TRUSTEE

         (a)      RESIGNATION. The Trustee, or any trustee hereafter appointed,
                  may at any time resign by giving written notice of such
                  resignation to Veritas and VESI specifying the date on which
                  it desires to resign, provided that such notice shall never be
                  given less than 60 days before such desired resignation date
                  unless Veritas and VESI otherwise agree and provided further
                  that such resignation shall not take effect until the date of
                  the appointment of a successor trustee and the acceptance of
                  such appointment by the successor trustee. Upon receiving such
                  notice of resignation, Veritas and VESI shall promptly appoint
                  a successor trustee by written instrument in duplicate, one
                  copy of which shall be delivered to the resigning trustee and
                  one copy to the successor trustee. Failing acceptance by a
                  successor trustee, a successor trustee may be appointed by an
                  order of the Alberta Court of Queen's Bench upon application
                  of one or more of the parties hereto. Should the retiring
                  Trustee apply for the appointment of a successor trustee by an
                  order of the Alberta Court of Queen's Bench it shall be at the
                  joint and several expense of Veritas and VESI.

         (b)      REMOVAL. The Trustee, or any trustee hereafter appointed, may
                  be removed with or without cause, at any time on 60 days'
                  prior notice by written instrument executed by Veritas and
                  VESI, in duplicate, one copy of which shall be delivered to
                  the trustee so removed and one copy to the successor trustee,
                  provided that, in connection with such removal, provision is
                  made for a replacement trustee similar to that contemplated in
                  Section 10(a).

         (c)      SUCCESSOR TRUSTEE. Any successor trustee appointed as provided
                  under this agreement shall execute, acknowledge and deliver to
                  Veritas and VESI and to its predecessor trustee an instrument
                  accepting such appointment. Thereupon the resignation or
                  removal of the predecessor trustee shall become effective and
                  such successor trustee, without any further act, deed or
                  conveyance, shall become vested with all the rights, powers,
                  duties and obligations of its predecessor under this
                  agreement, with like effect as if originally named as trustee
                  in this agreement. However, on the written request of Veritas
                  and VESI or of the successor trustee, the trustee ceasing to
                  act shall, upon payment of any amounts then due it pursuant to
                  the provisions of this agreement, execute and deliver an
                  instrument transferring to such successor trustee all the
                  rights and powers of the trustee so ceasing to act. Upon the
                  request of any such successor trustee, Veritas, VESI and such
                  predecessor trustee shall execute any and all instruments in
                  writing for more fully and certainly vesting in and confirming
                  to such successor trustee all such rights and powers.

         (d)      NOTICE OF SUCCESSOR TRUSTEE. Upon acceptance of appointment by
                  a successor trustee as provided herein, Veritas and VESI shall
                  cause to be mailed notice of the succession of such trustee
                  hereunder to each Holder specified in a List. If Veritas or
                  VESI shall fail to cause such notice to be mailed within 10
                  days after acceptance of appointment by the successor trustee,
                  the successor trustee shall cause such notice to be mailed at
                  the expense of Veritas and VESI.




<PAGE>   26

                                     - 26 -

11.      VERITAS SUCCESSORS

         (a)      CERTAIN REQUIREMENTS IN RESPECT OF COMBINATION, ETC. Veritas
                  shall not enter into any transaction (whether by way of
                  reconstruction, reorganization, consolidation, merger,
                  amalgamation, transfer, sale, lease or otherwise) whereby all
                  or substantially all of its undertaking, property and assets
                  would become the property of any other Person or, in the case
                  of a merger or amalgamation, of the continuing corporation
                  resulting therefrom unless, but may do so if:

                  (i)      such other Person or continuing corporation (the
                           "Veritas Successor"), by operation of law, becomes,
                           without further action, bound by the terms and
                           provisions of this agreement or, if not so bound,
                           executes, prior to or contemporaneously with the
                           consummation of such transaction an agreement
                           supplemental hereto and such other instruments (if
                           any) as are satisfactory to the Trustee and in the
                           opinion of legal counsel to the Trustee are necessary
                           or advisable to evidence the assumption by the
                           Veritas Successor of liability for all moneys payable
                           and property deliverable hereunder and the covenant
                           of such Veritas Successor to pay and deliver or cause
                           to be delivered the same and its agreement to observe
                           and perform all the covenants and obligations of
                           Veritas under this agreement; and

                  (ii)     such transaction shall, to the satisfaction of the
                           Trustee and in the opinion of legal counsel to the
                           Trustee, be upon such terms as substantially to
                           preserve and not to impair in any material respect
                           any of the rights, duties, powers and authorities of
                           the Trustee or of the Holders hereunder.

         (b)      VESTING OF POWERS IN SUCCESSOR. Whenever the conditions of
                  Section 11(a) hereof have been duly observed and performed,
                  the Trustee, if required, by Section 11(a) hereof, the Veritas
                  Successor and VESI shall execute and deliver the supplemental
                  agreement provided for in Article 12 hereof and thereupon the
                  Veritas Successor shall possess and from time to time may
                  exercise each and every right and power of Veritas under this
                  agreement in the name of Veritas or otherwise and any act or
                  proceeding by any provision of this agreement required to be
                  done or performed by the board of directors of Veritas or any
                  officers of Veritas may be done and performed with like force
                  and effect by the directors or officers of such Veritas
                  Successor.

         (c)      WHOLLY-OWNED SUBSIDIARIES. Nothing herein shall be construed
                  as preventing the amalgamation or merger of any wholly-owned
                  subsidiary of Veritas with or into Veritas or the winding-up,
                  liquidation or dissolution of any wholly-owned subsidiary of
                  Veritas provided that all of the assets of such subsidiary are
                  transferred to Veritas or another wholly-owned subsidiary of
                  Veritas, and any such transactions are expressly permitted by
                  this Article 11.




<PAGE>   27

                                     - 27 -

12.      AMENDMENTS AND SUPPLEMENTAL AGREEMENTS

         (a)      AMENDMENTS, MODIFICATIONS, ETC. This agreement may not be
                  amended or modified except by an agreement in writing executed
                  by VESI, Veritas and the Trustee and approved by the Holders
                  in accordance with Section 9.2 of the Exchangeable Share
                  Provisions.

         (b)      MINISTERIAL AMENDMENTS. Notwithstanding the provisions of
                  Section 12(a) hereof, the parties to this agreement may in
                  writing, at any time and from time to time, without the
                  approval of the Holders, amend or modify this agreement for
                  the purposes of:

                  (i)      adding to the covenants of any or all of the parties
                           hereto for the protection of the Holders hereunder;

                  (ii)     making such amendments or modifications not
                           inconsistent with this agreement as may be necessary
                           or desirable with respect to matters or questions
                           which, in the opinion of the board of directors of
                           each of Veritas and VESI and in the opinion of the
                           Trustee and its counsel, having in mind the best
                           interests of the Holders as a whole, it may be
                           expedient to make, provided that such boards of
                           directors and the Trustee and its counsel shall be of
                           the opinion that such amendments and modifications
                           will not be prejudicial to the interests of the
                           Holders as a whole; or

                  (iii)    making such changes or corrections which, on the
                           advice of counsel to VESI, Veritas and the Trustee,
                           are required for the purpose of curing or correcting
                           any ambiguity or defect or inconsistent provision or
                           clerical omission or mistake or manifest error,
                           provided that the Trustee and its counsel and the
                           board of directors of each of VESI and Veritas shall
                           be of the opinion that such changes or corrections
                           will not be prejudicial to the interests of the
                           Holders as a whole.

         (c)      MEETING TO CONSIDER AMENDMENTS. VESI, at the request of
                  Veritas, shall call a meeting or meetings of the Holders for
                  the purpose of considering any proposed amendment or
                  modification requiring approval pursuant hereto. Any such
                  meeting or meetings shall be called and held in accordance
                  with the by-laws of VESI, the Exchangeable Share Provisions
                  and all applicable laws.

         (d)      CHANGES IN CAPITAL OF VERITAS AND VESI. At all times after the
                  occurrence of any event effected pursuant to Section 2(g) or
                  Section 2(h) of the Support Agreement, as a result of which
                  either Veritas Common Stock or the Series 1 Exchangeable
                  Shares or both are in any way changed, this agreement shall
                  forthwith be amended and modified as necessary in order that
                  it shall apply with full force and effect, mutatis mutandis,
                  to all new securities into which Veritas Common Stock or the
                  Series 1 Exchangeable Shares or both are so changed and the
                  parties hereto shall execute and deliver a supplemental
                  agreement giving effect to and evidencing such necessary
                  amendments and modifications.



<PAGE>   28

                                     - 28 -


         (e)      EXECUTION OF SUPPLEMENTAL AGREEMENTS.  No amendment to or
                  modification or waiver of any of the provisions of this
                  agreement otherwise permitted hereunder shall be effective
                  unless made in writing and signed by all of the parties
                  hereto. From time to time VESI (when authorized by a
                  resolution of its Board of Directors), Veritas (when
                  authorized by a resolution of its board of directors) and the
                  Trustee may, subject to the provisions of these presents, and
                  they shall, when so directed by these presents, execute and
                  deliver by their proper officers, agreements or other
                  instruments supplemental hereto, which thereafter shall form
                  part hereof, for any one or more of the following purposes:

                  (i)      evidencing the succession of any Veritas Successors
                           to Veritas and the covenants of and obligations
                           assumed by each such Veritas Successors in accordance
                           with the provisions of Article 11 and the successor
                           of any successor trustee in accordance with the
                           provisions of Article 10;

                  (ii)     making any additions to, deletions from or
                           alterations of the provisions of this agreement or
                           the Voting Rights, the Exchange Right or the
                           Automatic Exchange Rights which, in the opinion of
                           the Trustee and its counsel, will not be prejudicial
                           to the interests of the Holders as a whole or are in
                           the opinion of counsel to the Trustee necessary or
                           advisable in order to incorporate, reflect or comply
                           with any legislation the provisions of which apply to
                           Veritas, VESI, the Trustee or this agreement; and

                  (iii)    for any other purposes not inconsistent with the
                           provisions of this agreement, including without
                           limitation to make or evidence any amendment or
                           modification to this agreement as contemplated
                           hereby, provided that, in the opinion of the Trustee
                           and its counsel, the rights of the Trustee and the
                           Holders as a whole will not be prejudiced thereby.

13.      TERMINATION

         (a)      TERM. The Trust created by this agreement shall continue until
                  the earliest to occur of the following events:

                  (i)      no outstanding Series 1 Exchangeable Shares are held
                           by a Holder;

                  (ii)     each of VESI and Veritas elects in writing to
                           terminate the Trust and such termination is approved
                           by the Holders of the Series 1 Exchangeable Shares in
                           accordance with Section 9.2 of the Exchangeable Share
                           Provisions; and

                  (iii)    21 years after the death of the last survivor of the
                           descendants of His Majesty King George VI of the
                           United Kingdom of Great Britain and Northern Ireland
                           living on the date of the creation of the Trust.




<PAGE>   29

                                     - 29 -

         (b)      SURVIVAL OF AGREEMENT. This agreement shall survive any
                  termination of the Trust and shall continue until there are no
                  Series 1 Exchangeable Shares outstanding held by a Holder;
                  provided, however, that the provisions of Articles 8 and 9
                  hereof shall survive any such termination of this agreement.

14.      GENERAL

         (a)      SEVERABILITY. If any provision of this agreement is held to be
                  invalid, illegal or unenforceable, the validity, legality or
                  enforceability of the remainder of this agreement shall not in
                  any way be affected or impaired thereby and the agreement
                  shall be carried out as nearly as possible in accordance with
                  its original terms and conditions.

         (b)      INUREMENT. This agreement shall be binding upon and inure to
                  the benefit of the parties hereto and their respective
                  successors and permitted assigns and to the benefit of the
                  Holders.

         (c)      NOTICES TO PARTIES. All notices and other communications
                  between the parties hereunder shall be in writing and shall be
                  deemed to have been given if delivered personally or by
                  confirmed telecopy to the parties at the following addresses
                  (or at such other address for such party as shall be specified
                  in like notice):

                  (i)      if to Veritas at:

                  Veritas DGC Inc.
                  3701 Kirby Drive, Suite 112
                  Houston, Texas 77098
                  Attention: Chairman
                  Telecopy:         (713) 526-5611

                  (ii)     if to VESI at:

                  Veritas Energy Services Inc.
                  Suite 300, 615 - Third Avenue S.W.
                  Calgary, Alberta T2P 0G9
                  Attention: President
                  Telecopy:         (403) 266-9359

                  (iii) if to the Trustee at:

                  if by mail or delivery:

                  CIBC Mellon Trust Company
                  600 The Dome Tower
                  333 - 7th Avenue S.W.
                  Calgary, Alberta  T2P 2Z1
                  Telecopy: (403) 232-2400



<PAGE>   30

                                     - 30 -

                  Any notice or other communication given personally shall be
                  deemed to have been given and received upon delivery thereof
                  and if given by telecopy shall be deemed to have been given
                  and received on the date of receipt thereof unless such day is
                  not a Business Day in which case it shall be deemed to have
                  been given and received upon the immediately following
                  Business Day.

         (d)      NOTICE OF HOLDERS. Any and all notices to be given and any
                  documents to be sent to any Holders may be given or sent to
                  the address of such Holder shown on the register of Holders of
                  Series 1 Exchangeable Shares in any manner permitted by the
                  Exchangeable Share Provisions and shall be deemed to be
                  received (if given or sent in such manner) at the time
                  specified in such Exchangeable Share Provisions, the
                  provisions of which the Exchangeable Share Provisions shall
                  apply mutatis mutandis to notices or documents as aforesaid
                  sent to such Holders.

         (e)      RISK OF PAYMENTS BY POST. Whenever payments are to be made or
                  documents are to be sent to any Holder by the Trustee, by VESI
                  or by Veritas or by such Holder to the Trustee or to Veritas
                  or VESI, the making of such payment or sending of such
                  document sent through the post shall be at the risk of VESI or
                  Veritas, in the case of payments made or documents sent by the
                  Trustee or VESI or Veritas, and the Holder, in the case of
                  payments made or documents sent by the Holder.

         (f)      COUNTERPARTS. This agreement may be executed in counterparts,
                  each of which shall be deemed an original, but all of which
                  taken together shall constitute one and the same instrument. A
                  counterpart delivered by facsimile is hereby deemed to be as
                  effective as a counterpart delivered in original form.

         (g)      JURISDICTION. This agreement shall be construed and enforced
                  in accordance with the laws of the Province of Alberta and the
                  laws of Canada applicable therein.

         (h)      ATTORNMENT. Veritas agrees that any action or proceeding
                  arising out of or relating to this agreement may be instituted
                  in the courts of Alberta, waives any objection which it may
                  have now or hereafter to the venue of any such action or
                  proceeding, irrevocably submits to the jurisdiction of the
                  said courts in any such action or proceeding, agrees to be
                  bound by any judgment of the said courts and agrees not to
                  seek, and hereby waives, any review of the merits of any such
                  judgment by the courts of any other jurisdiction and hereby
                  appoints VESI at its registered office in the Province of
                  Alberta as Veritas' attorney for service of process.












<PAGE>   31

                                     - 31 -

         IN WITNESS WHEREOF, the parties hereby have caused this agreement to be
duly executed as of the date first above written.

                                        VERITAS DGC INC.


                                        Per:  /s/ LARRY WORDEN
                                             -----------------------------------

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



                                        VERITAS ENERGY SERVICES INC.

                                        Per:  /s/ LARRY WORDEN
                                             -----------------------------------

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



                                        CIBC MELLON TRUST COMPANY

                                        Per:  /s/ DANEAL MC GEEIN
                                             -----------------------------------
                                              /s/ J. FISHER
                                             -----------------------------------