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                                                                    EXHIBIT 10-E

                                VERITAS DGC INC.

                              AMENDED AND RESTATED
                  1992 EMPLOYEE NONQUALIFIED STOCK OPTION PLAN

1.       PURPOSE.

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

2.       STOCK SUBJECT TO THE PLAN.

         The Company may grant from time to time options to purchase shares of
the Company's authorized but unissued common stock, par value $.01 per share,
or treasury shares of the common stock.  Subject to adjustment as provided in
Section 11 hereof, the aggregate number of shares which may be issued or
covered by options pursuant to the Plan is 1,158,333 shares, as adjusted for
the one for three reverse stock split effective January 17, 1995.  Shares of
common stock applicable to options which have expired unexercised or terminated
for any reason may again be subject to an option or options under the Plan.

3.       ADMINISTRATION.

         (a)     The Plan shall be administered by the Compensation Committee
of the Company's board of directors (the "Committee").  The board of directors
may, from time to time, remove members from or add members to the Committee.
Vacancies in the Committee, however caused, shall be filled by the board of
directors.  No member of the Committee shall be eligible to receive options
under the Plan.  The Committee shall select one of its members chairman and
shall hold meetings at such times and places as it may determine.  The
Committee may appoint a secretary and, subject to the provisions of the Plan
and to policies determined by the board of directors, may make such rules and
regulations for the conduct of its business as it shall deem advisable.  A
majority of the Committee shall constitute a quorum.  All action of the
Committee shall be taken by a majority of its members.  Any action may be taken
by a written instrument signed by a majority of the members, and action so
taken shall be fully as effective as if it had been taken by a vote of the
majority of the members at a meeting duly called and held.

         (b)     Subject to the express terms and conditions of the Plan, the
Committee shall have full power to construe or interpret the Plan, to
prescribe, amend, and rescind rules and regulations relating to it and to make
all other determinations necessary or advisable for its administration.
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         (c)     Subject to the provisions of Sections 4 and 5 hereof, the
Committee may, from time to time, determine which employees of the Company or
subsidiary corporations shall be granted options under the Plan, the number of
shares subject to each option, and the time or times at which options shall be
granted.

         (d)     The Committee shall report to the board of directors the names
of employees granted options, and the number of option shares subject to, and
the terms and conditions of, each option.

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

4.       ELIGIBILITY.

         Only full-time salaried officers and other key personnel of the
Company and of its majority-owned subsidiaries shall be eligible to participate
in the Plan.  In determining the employees to whom options shall be granted and
the number of shares to be covered by each option, the Committee may take into
account the nature of the services rendered by the respective employees, their
present and potential contributions to the success of the Company, and such
other factors as the Committee in its discretion shall deem relevant.  The
Company shall effect the granting of options under the Plan in accordance with
the determination made by the Committee.

5.       PRICE OF OPTIONS.

         The option price per share shall be not less than the lesser of (i)
fair market value of the common stock on the date the option is granted or (ii)
the average fair market value for the common stock during the thirty trading
days ending on the trading day next preceding the date the option is granted.
Fair market value on any day shall be deemed to be the last reported sale price
of the common stock on the principal stock exchange on which the Company's
common stock is traded on that date.  If no trading occurred on such date, or,
if at the time the common stock shall not be listed for trading, fair market
value shall be deemed to be the mean between the quoted bid and asked prices
for the common stock on such exchange or in the over-the-counter market, as the
case may be, on that date.

6.       TERM OF OPTION.

         No option shall be exercisable after the expiration of ten years from
the date the option is granted.

7.       EXERCISE OF OPTIONS.

         (a)     General.  Except as provided below, each option may be
exercised at such times and in such amounts as the Committee in its discretion
may provide.  No option may be exercised prior to six months from the date of
grant.
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         (b)     Manner of Exercising Options.  Shares of common stock
purchased under options shall at the time of purchase be paid for in full.  To
the extent that the right to purchase shares has accrued hereunder, options may
be exercised from time to time by written notice to the Company stating the
full number of shares with respect to which the option is being exercised, and
the time of delivery thereof, which shall be at least 15 days after the giving
of such notice unless an earlier date shall have been mutually agreed upon.  At
such time, the Company shall, without transfer or issue tax to the optionee (or
other person entitled to exercise the option) deliver to the optionee (or to
such other person) at the principal office of the Company, or such other place
as shall be mutually acceptable, a certificate or certificates for such shares
against prior payment of the option price in full on the date of notice of
exercise for the number of shares to be delivered by certified or official bank
check or the equivalent thereof acceptable to the Company; provided, however,
that the time of such issuance and delivery may be postponed by the Company for
such period as may be required for it with reasonable diligence to comply with
any requirements of law, the listing requirements of the New York Stock
Exchange or any other exchange on which the common stock may then be listed.
If the optionee (or other person entitled to exercise the option) fails to pay
for all or any part of the number of shares specified in such notice or to
accept delivery of such shares upon tender of delivery thereof, the right to
exercise the option with respect to such undelivered shares shall be
terminated.

8.       NON-ASSIGNABILITY OF OPTION RIGHTS.

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

9.       TERMINATION OF EMPLOYMENT.

         Except as otherwise provided in this paragraph, options shall
terminate 90 days following the termination of the optionee's employment with
the Company for any reason, but shall be exercisable following termination only
to the extent that the option had become vested on the termination date.  In
the event that the optionee retires from the Company (at or after normal
retirement age) the optionee shall have the right, subject to the provisions of
Section 6, to exercise his option at any time within one year after such
termination, to the extent that such option had become vested on the
termination date.  If, however, the optionee shall die in the employment of the
Company, then for the lesser of the maximum period during which such option
might have been exercisable or one year after the date of death, his estate,
personal representative, or beneficiary shall have the same right to exercise
the option of such employee as he would have had if he had survived and
remained in the employment of the Company.  For purposes of this Section 9,
employment by any majority-owned subsidiary corporation of the Company shall be
deemed employment by the Company.

         In the discretion of the Committee, a leave of absence approved in
writing by the board of directors of the Company shall not be deemed a
termination of employment; however, no option may be exercised during such
leave of absence.





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10.      CHANGE OF CONTROL.

         Subject to the provisions of Section 17 hereof as to VES Options (as
defined in Section 17), with respect to options granted prior to March 11,
1997, if, at any time, a person, entity or group (including, in each case, all
other persons, entities or groups controlling, controlled by, or under common
control with or acting in concert or concurrently with, such person, entity or
group) shall hold, purchase or acquire beneficial ownership of (including,
without limitation, power to vote) 50% or more of the then outstanding shares
of the Company's common stock (a "Change in Control"), any portion of such
options which have not yet become exercisable shall thereupon become
immediately exercisable, and, except with respect to the limitations set forth
in Section 6 hereof, the limitations set forth above as to the earliest date at
which an option may be exercised shall thereupon become null and void and of no
further effect whatsoever.  With respect to options granted on or after March
11, 1997, if a Change in Control occurs, then the Committee may, in its sole
discretion, declare that all or any portion of the options which have not yet
become exercisable shall thereupon become immediately exercisable, and, except
with respect to the limitations set forth in Section 6 hereof, upon such a
declaration, the limitations set forth above as to  the earliest date at which
an option may be exercised shall thereupon become null and void and of no
further effect whatsoever with respect to the options subject to such
declaration.  In addition, the Committee may, in its sole discretion, provide
in any option agreement relating to a grant of options on or after March 11,
1997 pursuant to the Plan that, upon such a Change in Control, all or any
portion of the options subject to said option agreement which have not yet
become exercisable shall thereupon become immediately exercisable.

11.      ADJUSTMENT OF OPTIONS ON RECAPITALIZATION OR REORGANIZATION.

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

         Subject to any required action by the stockholders, if the Company
shall be the surviving or resulting corporation in any merger or consolidation,
any option granted hereunder shall pertain to and apply to the securities to
which a holder of the number of shares of common stock subject to option would
have been entitled had such option been exercised immediately preceding such
merger or consolidation; but a dissolution or liquidation of the Company, or a
merger or consolidation in which the Company is not the surviving or resulting
corporation, shall cause every option





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outstanding hereunder to terminate, except that the surviving or resulting
corporation may, in its absolute and uncontrolled discretion, tender an option
or options to purchase its shares on its terms and conditions, both as to the
number of shares and otherwise.

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

12.      AGREEMENTS BY OPTIONEE.

         Each individual optionee shall agree:

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

         (b)     to authorize the Company to withhold from his gross pay any
tax which it believes is required to be withheld with respect to any benefit
under the Plan, and to hold as security for the amount to be withheld any
property otherwise distributable to the optionee under the Plan until the
amounts required to be withheld have been so withheld.

13.      RIGHTS AS A SHAREHOLDER.

         The optionee shall have no rights as a stockholder with respect to any
shares of common stock of the Company held under option until the date of
issuance of the stock certificates to him for such shares.

14.      EFFECTIVE DATE.

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

15.      AMENDMENTS.

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

                 (1)      to modify the administrative provisions of the Plan 
         or options; or

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





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

                 (1)      increase the maximum number of shares as to which
         options may be granted under the Plan either to all persons
         participating in the Plan or to any one such person;

                 (2)      decrease the option price applicable to any options
         granted under the Plan, provided, however, that the provisions of this
         clause (2) shall not prevent the granting, to any person holding an
         option under the Plan, of additional options under the Plan
         exercisable at a lower option price; or

                 (3)      alter any outstanding option agreement to the
         detriment of the optionee, without his consent.

16.      EMPLOYMENT OBLIGATION.

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

17.      VES OPTIONS.

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




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