<PAGE>
                                                                    EXHIBIT 10-V



                              EMPLOYMENT AGREEMENT


         This Employment Agreement (this "Agreement") is made and entered into
by and between Veritas DGC Inc., a Delaware corporation (hereinafter referred to
as "Employer"), and Anthony Tripodo, an individual currently resident in
Houston, Texas (hereinafter referred to as "Employee") effective as of April 1,
2001.

         Attendant to Employee's employment by Employer, Employer and Employee
wish for there to be a complete understanding and agreement between Employer and
Employee with respect to, among other terms, Employee's duties and
responsibilities to Employer; the compensation and benefits owed to Employee;
the fiduciary duties owed by Employee to Employer; Employee's obligation to
avoid conflicts of interest, disclose pertinent information to Employer, and
refrain from using or disclosing Employer's information; and the term of
employment.

         NOW, THEREFORE, in consideration of the mutual promises contained
herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Employer and Employee agree as
follows:

Section 1. General Duties of Employer and Employee.

a. Employer agrees to employ Employee and Employee agrees to accept employment
by Employer and to serve Employer in an executive capacity as its Executive Vice
President & President, NASA Group. At the commencement of this Agreement,
Employee will report to the Chief Operating Officer of Employer. The powers,
duties and responsibilities of Employee as Executive Vice President include
those duties that are the usual and customary powers, duties and
responsibilities of such office, including those powers, duties and
responsibilities specified in the Company's Bylaws, and such other and further
duties appropriate to such position as may from time to time be assigned to
Employee by the Chief Executive Officer, the Chief Operating Officer or the
Board of Directors of Employer (hereinafter referred to as the "Board").

b. While employed hereunder, Employee will devote substantially all reasonable
and necessary time, efforts, skills and attention for the benefit of and with
his primary attention to the affairs of Employer in order that he may faithfully
perform his duties and obligations. The preceding sentence will not, however, be
deemed to restrict Employee from attending to matters or engaging in activities
not directly related to the business of Employer, provided that (i) such
activities or matters are reasonable in scope and time commitment and not
otherwise in violation of this Agreement, and (ii) Employee will not become a
director of any corporation or other entity (excluding charitable or other
non-profit organizations) without prior written disclosure to, and consent of,
Employer.

c. At the commencement of Employee's employment by Employer, Employee will be
based at Employer's headquarters located at 10300 Town Park, Houston, Texas (the
"Place of Employment).



<PAGE>



d. Employee agrees and acknowledges that during the term of this Agreement, he
owes a fiduciary duty of loyalty, fidelity and allegiance to act at all times in
the best interests of Employer and to do no act knowingly which would injure
Employer's business, its interests or its reputation.

Section 2. Compensation and Benefits.

a. Employer will pay to Employee during the term of this Agreement a base salary
of $20,000 per month. The Compensation Committee of the Board will review
Employee's base salary from time to time and, during the term of this Agreement,
may increase, but may not decrease, Employee's base salary. The base salary,
including any increase thereof, will be paid to Employee in equal installments
every two weeks or on such other schedule as Employer may establish from time to
time for its management personnel.

b. Employee will be eligible to participate in Employer's Key Contributor
Incentive Compensation Plan with a target of 40% and a maximum of 80% of
Employee's annual base salary. During each subsequent fiscal year during the
term of this Agreement, Employee will be eligible to participate in that year's
Key Contributor Incentive Plan or other replacement incentive or bonus plan
Employer establishes for its key executives.

c. Employee will be eligible for future option grants under Employer's Key
Contributor Incentive Compensation Plan (or other replacement incentive or bonus
plan Employer establishes for its key executives).

d. Employee will be entitled to paid vacation of not less than four weeks each
year. Vacation may be taken by Employee at the time and for such periods as may
be mutually agreed upon between Employer and Employee.

e. Employer will pay or reimburse Employee for all membership fees (other than
initiation fees), dues and assessments relating to Employee's current membership
at The Houstonian, Houston, Texas.

f. Employee will be reimbursed in accordance with Employer's normal expense
reimbursement policy for all of the actual and reasonable costs and expenses
incurred by him in the performance of his services and duties hereunder,
including, but not limited to, travel and entertainment expenses. Employee will
furnish Employer with all invoices and vouchers reflecting amounts for which
Employee seeks Employer's reimbursement.

g. Employee will be entitled to participate in all insurance and retirement
plans, incentive compensation plans (at a level appropriate to his position) and
such other benefit plans or programs as may be in effect from time to time for
the key management employees of Employer including, without limitation, those
related to savings and thrift, retirement, welfare, medical, dental, disability,
salary continuance, accidental death, travel accident, life insurance, incentive
bonus, membership in business and professional organizations, and reimbursement
of business and entertainment expenses. Specifically, Employee will be entitled
to participate in the Veritas




                                      -2-
<PAGE>




DGC Inc. Deferred Compensation Plan as long as it is made available to other key
management employees.

h. Employer, during the term of this Agreement and thereafter without limit of
time, will indemnify Employee for claims and expenses to the extent provided in
Employer's Certificate of Incorporation and Bylaws. Employer will also provide
Employee coverage under Employer's policies of directors' and officers'
liability insurance to the same extent as other executive officers of the
Company during the term of this Agreement. In addition, that one certain
Indemnity Agreement between Employee and Employer dated March 7, 2000 remains in
full force and effect.

i. All salary, bonus and other payments made by Employer to Employee pursuant to
this Agreement will be subject to such payroll and withholding deductions as may
be required by law and other deductions applied generally to employees of
Employer for insurance and other employee benefit plans in which Employee
participates.

Section 3. Fiduciary Duty; Confidentiality.

a. In keeping with Employee's fiduciary duties to Employer, Employee agrees that
he will not knowingly take any action that would create a conflict of interest
with Employer, or upon discovery thereof, allow such a conflict to continue. In
the event that Employee discovers that such a conflict exists, Employee agrees
that he will disclose to the Board any facts which might involve a conflict of
interest that has not been approved by the Board.

b. As part of Employee's fiduciary duties to Employer, Employee agrees to
protect and safeguard Employer's information, ideas, concepts, improvements,
discoveries, and inventions and any proprietary, confidential and other
information relating to Employer or its business (collectively, "Confidential
Information") and, except as may be required by Employer, Employee will not
knowingly, either during his employment by Employer or thereafter, directly or
indirectly, use for his own benefit or for the benefit of another, or disclose
to another, any Confidential Information, except (i) with the prior written
consent of the Employer; (ii) in the course of the proper performance of the
Employee's duties under this Agreement; (iii) for information that becomes
generally available to the public other than as a result of the unauthorized
disclosure by the Employee; (iv) for information that becomes available to
Employee on a nonconfidential basis from a source other than Employer or its
affiliated companies who is not bound by a duty of confidentiality to Employer;
or (v) as may be required by any applicable law, rule, regulation or order.

c. Upon termination of his employment with Employer, Employee will immediately
deliver to Employer all documents in Employee's possession or under his control
which embody any of Employer's Confidential Information.

Section 4. Term.

         This Agreement will commence on April 1, 2001 and will continue in
effect until the earlier to occur of the following: (i) termination in
accordance with Section 5; (ii) Employee's



                                      -3-
<PAGE>



death; or (iii) Employee's sixty-fifth birthday. In the event this Agreement
terminates on Employee's sixty-fifth birthday, Employee will thereafter continue
to be employed by Employer as an employee at will.

Section 5. Termination by Employer or Employee.

a. Either Employee or Employer may terminate Employee's employment at any time
for any or no reason upon fourteen (14) days written notice.

b. Employer may terminate this Agreement by reason of Employee's Disability (as
hereinafter defined) after such condition of Disability has existed for at least
180 consecutive days. Employer will give Employee sixty days notice of its
intention to effect such termination pursuant to this Section 5.b. As used in
this Agreement, "Disability" will mean permanent and total disability within the
meaning of Section 22(e)(3) of the Internal Revenue Code of 1986, as amended, or
any successor provision.

c. Employer may terminate this Agreement upon the determination by a majority of
the entire Board that Cause (as hereinafter defined) exists therefor. As used in
this Agreement, "Cause" means (i) the willful and continued failure by Employee
substantially to perform his obligations under this Agreement (other than any
such failure resulting from his Disability) after a demand for substantial
performance has been delivered to him by the Board which specifically identifies
the manner in which the Board believes Employee has not substantially performed
such provisions, (ii) Employee's willfully engaging in conduct materially and
demonstrably injurious to the property or business of Employer, including
without limitation, fraud, misappropriation of funds or other property of
Employer, other willful misconduct, gross negligence or conviction of a felony
or any crime of moral turpitude, or (iii) Employee's material breach of this
Agreement which breach has not been remedied by Employee within ten (10) days
after receipt by Employee of written notice from Employer that he is in material
breach of the Agreement, specifying the particulars of such breach. If the Board
determines that Cause exists, Employer may (A) terminate this Agreement
effective immediately or at a subsequent date or (B) condition Employee's
continued employment upon such considerations or requirements as may be
reasonable under the circumstances and place a reasonable limitation upon the
time within which Employee will comply with such considerations or requirements.

d. Employee will have the right to terminate this Agreement and his employment
hereunder for "Good Reason," which for purposes of this Agreement means (i)
Employer's failure to comply with any of the provisions of Section 2 of this
Agreement and which failure is not remedied within ten (10) days after receipt
of written notice from Employee specifying the particulars of such breach; (ii)
Employer's breach of any other material provision of this Agreement which is not
remedied within ten (10) days after receipt by Employer of written notice from
Employee specifying the particulars of such breach; (iii) the assignment to
Employee of any duties inconsistent with Employee's position (including status,
offices, titles, and reporting requirement), duties, functions responsibilities,
or authority as contemplated by Section 1 of this Agreement or other action by
the Employer that results in a diminution (other than an isolated,
inconsequential or insubstantial diminution which is remedied by Employer
promptly after receipt of written notice thereof given by Employee) in such
position, functions,



                                      -4-
<PAGE>



responsibilities or authority; or (iv) the relocation of the Place of Employment
to a location more than fifty miles (50) miles from the Place of Employment.

Section 6. Effect of Termination.

a. Upon termination of this Agreement by Employer for Cause; or by Employee
other than for Good Reason, all compensation and benefits will cease upon the
date of termination other than: (i) those benefits that are provided by
retirement and benefit plans and programs specifically adopted and approved by
Employer for Employee that are earned and vested by the date of termination,
(ii) Employee's pro rata base salary through the date of termination; (ii) any
incentive compensation due Employee if, under the terms of the relevant
incentive compensation arrangement, such incentive compensation was due and
payable to Employee on or before the date of termination; and (iii) medical and
similar benefits the continuation of which is required by applicable law or
provided by the applicable benefit plan.

b. Upon automatic termination of this Agreement due to the death of Employee or
upon termination by Employer due to the Disability of Employee, all compensation
and benefits will cease upon the date of termination other than: (i) those
benefits that are provided by retirement and benefit plans and programs
specifically adopted and approved by Employer for Employee that are earned and
vested by the date of termination, (ii) Employee's pro rata base salary through
the date of termination; (iii) any incentive compensation due Employee if, under
the terms of the relevant incentive compensation arrangement, such incentive
compensation was due and payable to Employee on or before the date of
termination; and (iv) medical and similar benefits the continuation of which is
required by applicable law or provided by the applicable benefit plan.

c. Upon termination of this Agreement due to Employee's reaching his sixty-fifth
birthday, Employee will continue to be employed by Employer as an employee at
will.

d. Upon termination of (i) Employee's employment by Employer at any time for any
reason other than for Cause or due to Employee's Disability; or (ii) this
Agreement by Employee for Good Reason during the term hereof, the obligations of
Employer and Employee under Sections 1 and 2 will terminate as of the date this
Agreement is terminated, and Employer will pay or provide to Employee:

         i.       Employee's pro rata annual salary through the date of
                  termination;

         ii.      incentive compensation due Employee, if any, under the terms
                  of the relevant incentive compensation arrangement; and

         iii.     within thirty days of said termination, a severance benefit
                  equal to two years of Employee's annual base salary.

All other compensation and benefits will cease upon the date of termination
other than the following: (i) those benefits that are provided by retirement and
benefit plans and programs specifically adopted and approved by Employer for
Employee that are earned and vested by the date of termination, (ii) any rights
Employee or his survivors may have under the Restricted



                                      -5-
<PAGE>



Stock Agreement or under any grants of options to purchase Employer's Common
Stock made in accordance with Section 2.b. hereof; and (iii) medical and similar
benefits the continuation of which is required by applicable law or as provided
by the applicable benefit plan.

The payments and benefits provided under this Section 6 will be payable without
regard to Employee's other income or his ability to obtain other employment and
Employee will be under not duty to mitigate the amount payable under this
section.

As a condition to making the payments and providing the benefits specified in
Section 6.d., Employer will require that Employee execute a release of all
claims Employee may have against Employer at the time of Employee's termination.
Such release will be in substantially the same form as Exhibit D attached
hereto.

Section 7. Miscellaneous.

a. For a period of one year after the termination of Employee's employment with
Employer, Employee will not, either on his own account or for any other person,
firm, partnership, corporation, or other entity (i) solicit any employee of
Employer or its affiliates to leave his or her employment; or (ii) induce or
attempt to induce any such employee to breach her or his employment agreement
with Employer.

b. All notices and other communications required or permitted hereunder or
necessary or convenient in connection herewith will be in writing and will be
delivered by hand or by registered or certified mail, return receipt requested
to the addresses set forth below in this Section 7.

         If to Employer, to:

                  Veritas DGC Inc.
                  10300 Town Park
                  Houston, Texas 77072
                  Attention: Chief Executive Officer

         If to Employee, to:

                  Mr. Anthony Tripodo
                  247 Tamerlane
                  Houston, Texas 77024

or to such other names or addresses as Employer or Employee, as the case may be,
designate by notice to the other party hereto in the manner specified in this
Section.

c. This Agreement will be binding upon and inure to the benefit of Employer, its
successors, legal representatives and assigns, and to Employee, his heirs,
executors, administrators, representatives and assigns; provided, however,
Employee agrees that his rights, duties and



                                      -6-
<PAGE>



obligations hereunder are personal to him and may not be assigned by him without
the express written consent of Employer.

d. This Agreement supersedes, replaces and merges all previous agreements and
discussions relating to the same or similar subject matters between Employee and
Employer and constitutes the entire agreement between Employee and Employer with
respect to the subject matter of this Agreement. This Agreement may not be
modified in any respect by any verbal statement, representation or agreement
made by any employee, officer, or representative of Employer or by any written
agreement unless signed by an officer of Employer who is expressly authorized by
the Board to execute such document.

e. If any provision of this Agreement or application thereof to anyone or under
any circumstances should be determined to be invalid or unenforceable, such
invalidity or unenforceability will not affect any other provisions or
applications of this Agreement which can be given effect without the invalid or
unenforceable provision or application. In addition, if any provision of this
Agreement is held by an arbitration panel or a court of competent jurisdiction
to be invalid, unenforceable, unreasonable, unduly restrictive or overly broad,
the parties intend that such arbitration panel or court modify said provision so
as to render it valid, enforceable, reasonable and not unduly restrictive or
overly broad.

f. The internal laws of the State of Texas will govern the interpretation,
validity, enforcement and effect of this Agreement without regard to the place
of execution or the place for performance thereof.

Section 8. Arbitration.

a. Employer and Employee agree to submit to final and binding arbitration any
and all disputes or disagreements concerning the interpretation or application
of this Agreement. Any such dispute or disagreement will be resolved by
arbitration in accordance with the National Rules for the Resolution of
Employment Disputes of the American Arbitration Association (the "AAA Rules").
Arbitration will take place in Houston, Texas, unless the parties mutually agree
to a different location. Within 30 calendar days of the initiation of
arbitration hereunder, each party will designate an arbitrator. The appointed
arbitrators will then appoint a third arbitrator. Employee and Employer agree
that the decision of the arbitrators will be final and binding on both parties.
Any court having jurisdiction may enter a judgment upon the award rendered by
the arbitrators. In the event the arbitration is decided in whole or in part in
favor of Employee, Employer will reimburse Employee for his reasonable costs and
expenses of arbitration, including reasonable attorneys' fees. Regardless of the
outcome of the arbitration, Employer will pay all fees and expenses of the
arbitrators and all of Employer's costs of arbitration.

b. Notwithstanding the provisions of Section 8.a., Employer may, if it so
chooses, bring an action in any court of competent jurisdiction for injunctive
relief to enforce Employee's obligations under Sections 3.b., 3.c., or 7.a.
hereof.



                                      -7-
<PAGE>



         IN WITNESS WHEREOF, the undersigned, intending to be legally bound,
have executed this Agreement as of the date first written above.


                                    EMPLOYER:

                                    VERITAS DGC INC.


                                    By:
                                       -----------------------------------------
                                           David B. Robson
                                           Chairman & Chief Executive Officer


                                    EMPLOYEE:



                                    --------------------------------------------
                                           Anthony Tripodo



                                      -8-
<PAGE>



                       AGREEMENT AND RELEASE OF ALL CLAIMS


         This Agreement, entered into as of the date written by Employee's
signature below, is by and between Veritas DGC Inc. ("Veritas"), a Delaware
corporation, and Anthony Tripodo ("Employee"). (As used in this Agreement, the
term "Veritas" includes Veritas DGC Inc. and all of its subsidiary and
affiliated companies).

         Veritas and Employee agree as follows:

         Section 1. Within 5 business days after the Separation Date, as defined
in Section 3 below, and whether or not Employee executes and returns this
Agreement, Veritas will pay Employee the following amounts:

         o        Employee's regular base salary prorated through the Separation
                  Date;

         o        Employee's vacation pay accrued as of the Separation Date; and

         o        any expense reimbursement owed to Employee under Veritas
                  policy.

All of the above amounts will be REDUCED by applicable taxes and withholding.

         Section 2. Within 10 calendar days after the Effective Date, as defined
in Section 16 below, Veritas will pay to Employee a lump sum equal to __________
(this amount will be REDUCED by applicable taxes and withholding).

         Section 3. Employee's termination from employment will be effective at
the close of business on the Separation Date. The SEPARATION DATE as used in
this Agreement means _________.

         Section 4. Employee agrees to release Veritas from any claims he has or
may have against Veritas as of the date he signs this Agreement. The claims he
is releasing include all of the following:



<PAGE>



         o        any claims under any bonus or incentive plans;

         o        any claims for tortious action or inaction of any sort
                  ("tortious action or inaction" means, among other things,
                  claims for such things as negligence, fraud, libel, or
                  slander);

         o        any claims arising under the Age Discrimination in Employment
                  Act of 1967 as amended (29 U.S.C. Section 621, et seq.) (the
                  Age Discrimination in Employment Act of 1967 prohibits, in
                  general, discrimination against employees on the basis of
                  age);

         o        any claims arising under Title VII of the Civil Rights Act of
                  1964 as amended (42 U.S.C. Section 2000e, et seq.), or the
                  Texas Commission on Human Rights Act (Texas Labor Code Section
                  21.001, et seq.) (both of these statutes, in general, prohibit
                  discrimination in employment on the basis of race, religion,
                  national origin or gender);

         o        any claims arising under the Americans with Disabilities Act
                  of 1990, as amended (42 U.S.C. Section 12101, et seq.) (the
                  Americans with Disabilities Act of 1990 prohibits, in general,
                  discrimination in employment on the basis of an employee's or
                  applicant's disability);

         o        any claims arising under Texas Labor Code Sections 451.001, et
                  seq. for retaliation or discrimination in connection with a
                  claim for workers' compensation benefits; and,

         o        any claims for breach of contract, wrongful discharge,
                  constructive discharge, retaliation, or conspiracy.



                                      -2-
<PAGE>



The release contained in this Section 4 WILL NOT affect any of the following:

         o        Employee's rights or benefits under Veritas' 401(k) retirement
                  savings plan, Veritas' Employee Stock Purchase Plan, or any
                  pension or retirement plan in which Employee is a participant
                  on the Separation Date (Employee's rights and benefits will be
                  determined by the applicable plan documents);

         o        Employee's right to elect continued health and/or dental
                  benefits under the Consolidated Omnibus Budget Reconciliation
                  Act of 1985 ("COBRA");

         o        Employee's right to exercise any options to purchase Veritas
                  DGC Inc. common stock in accordance with the terms of the
                  applicable stock option grant;

         o        Employee's rights under any restricted stock agreement between
                  Employee and Veritas DGC Inc. under the terms of which
                  Employee has been granted Veritas DGC Inc. restricted stock;

         o        Any other benefit to which Employee may be entitled under any
                  other health or benefit plan (in accordance with the
                  applicable plan documents); or

         o        Employee's rights under any workers' compensation statue; the
                  Jones Act, 46 U.S.C. Appx. Section 688, as amended; general
                  maritime law or similar laws; and any other right Employee may
                  have with respect to bodily injury.

         Section 5. Veritas and Employee agree that this Agreement is a binding
contract. The purpose of the Agreement is to compromise doubtful or disputed
claims, avoid litigation, and buy peace. Employee agrees that although Veritas
is making payment to Employee in exchange for a release of claims, Veritas does
not admit any wrongdoing of any kind.



                                      -3-
<PAGE>



         Section 6. Employee agrees to assist Veritas in defending any legal
proceedings against Veritas arising out of matters which occurred on or prior to
the Separation Date. Veritas agrees to reimburse Employee for his time and
expense or costs he may incur in that regard.

         Section 7. Employee recognizes that he has had access to certain
confidential information of Veritas and that all such confidential information
constitutes valuable, special, and unique property of Veritas. Employee agrees
that he will not, without the prior written consent of Veritas, disclose to
anyone not properly entitled thereto any confidential information relative to
the business, results of operations, financial condition, or activities of
Veritas. Employee may, however, disclose any such information if disclosure is
required by a court or by law or if failure to disclose it would subject
Employee to liability for Veritas' acts or omissions.

         Employee agrees that he has not taken with him or retained and will not
take with him or retain, without written authorization from Veritas, any
property of Veritas. This includes papers, files, or other documents (including
computer discs and other magnetic data) of any kind belonging to Veritas or
pertaining to the business, results of operations, financial condition, or
activities of Veritas.

         Section 8. For a period of 1 year after the Separation Date, Employee
will not, either on his own account or for any other person, firm, partnership,
corporation, or other entity (i) solicit any employee or contractor of Veritas
or its affiliates to leave his or her employment; or (ii) induce or attempt to
induce any such employee or contractor to breach her or his employment agreement
or contract with Veritas.

         Section 9. This Agreement has been delivered to Employee on
_____________.



                                      -4-
<PAGE>



         o        Employee will have 21 calendar days from ___________ or until
                  the close of business on ___________ to decide whether to sign
                  and return this Agreement and be bound by its terms. In the
                  event Employee has not signed and returned this Agreement to
                  Veritas on or before __________, this Agreement will become
                  null and void.

         o        Veritas and Employee agree that if they agree to change the
                  terms of this Agreement in any manner after it is delivered to
                  Employee, even if the changes are material, the 21-day period
                  specified in the previous paragraph will not restart or be
                  extended.

         o        After signing this Agreement, Employee will have the right to
                  revoke the Agreement for a period of 7 calendar days after
                  signing it by (a) notifying Veritas in writing that Employee
                  revokes the Agreement and (b) returning to Veritas any
                  consideration paid Employee under Section 2 above. In the
                  event Employee revokes the Agreement, it will become null and
                  void.

         Section 10. Employee acknowledges that he has read this Agreement. He
understands that, except for the exceptions set out in Section 4 above, this
Agreement will have the effect of waiving any claim he may pursue against
Veritas.

         Section 11. Employee acknowledges that he makes this Agreement
knowingly and voluntarily.

         Section 12. This Agreement constitutes the entire understanding between
Veritas and Employee with respect to the subject matter hereof.



                                      -5-
<PAGE>




         Section 13. This Agreement will benefit and be binding upon Veritas and
its successors and assigns and Employee and his successors and legal
representatives. Employee will not assign or attempt to assign any of his rights
under this Agreement.

         Section 14. If a court determines that any provision of this Agreement
is invalid, the other provisions will remain in effect.

         Section 15. This Agreement will be governed by, construed under, and
enforced in accordance with the laws of the State of Texas, not including,
however, its conflicts of law rules that might otherwise refer to the law of
another forum or jurisdiction.

         Section 16. This Agreement will become effective and enforceable only
after a period of 7 days has expired following Employee's execution and delivery
of this Agreement to Veritas (this date is referred to in this Agreement as the
"EFFECTIVE DATE").

                   THIS AGREEMENT IS SUBJECT TO ARBITRATION IN
                      ACCORDANCE WITH THE FOLLOWING SECTION

         Section 17. Veritas and Employee agree to submit to final and binding
arbitration any and all disputes or disagreements concerning the interpretation
or application of this Agreement. Any such dispute or disagreement will be
resolved by arbitration in accordance with the National Rules for the Resolution
of Employment Disputes of the American Arbitration Association (the "AAA
Rules"). Arbitration will take place in Houston, Texas, unless the parties
mutually agree to a different location. Within 30 calendar days of the
initiation of arbitration hereunder, each party will designate an arbitrator.
The appointed arbitrators will then appoint a third arbitrator. Employee and
Veritas agree that the decision of the arbitrators will be final and binding on
both parties. Any court having jurisdiction may enter a judgment upon the award
rendered by the



                                      -6-
<PAGE>




arbitrators. In the event the arbitration is decided in whole or in part in
favor of Employee, Veritas will reimburse Employee for his reasonable costs and
expenses of arbitration, including reasonable attorneys' fees. Regardless of the
outcome of the arbitration, Veritas will pay all fees and expenses of the
arbitrators and all of Veritas' costs of arbitration.





                                      -7-
<PAGE>



         IN WITNESS WHEREOF, the parties have executed this Agreement effective
as of the Effective Date.

                                    VERITAS:

                                    VERITAS DGC INC.
                                     and subsidiary and affiliated companies


                                    By:
                                       -----------------------------------------



                               NOTICE TO EMPLOYEE

BY SIGNING THIS DOCUMENT, YOU MAY BE GIVING UP IMPORTANT LEGAL RIGHTS. YOU ARE
ADVISED TO CONSULT WITH AN ATTORNEY PRIOR TO SIGNING AND RETURNING THIS DOCUMENT
TO VERITAS.

                                    EMPLOYEE:



                                    --------------------------------------------
                                    Anthony Tripodo

                                    Date:
                                         ---------------------------------------





                                      -8-