EXHIBIT 10.32  INDEMNITY AGREEMENT  THIS AGREEMENT made this     
day of             ,
200    , between Veritas DGC Inc., a Delaware corporation (Company),
and                                 ,
(Indemnitee).  WHEREAS, the Company and
Indemnitee desire that Indemnitee continue to serve as a director and/or
officer of the Company; and  WHEREAS, the Company
desires and intends hereby to provide indemnification (including advancement of
expenses) against any and all liabilities asserted against Indemnitee to the
fullest extent permitted by the General Corporation Law of the State of
Delaware.  NOW, THEREFORE, for and in consideration of the
premises, the mutual promises hereinafter set forth, the reliance of the
Indemnitee hereon in continuing to serve the Company in his present capacity
and in undertaking to serve the Company in any additional capacity or
capacities, the Company and the Indemnitee agree as follows:  1.             Continued Service.  Indemnitee will continue to serve, at the
will of the Company and under separate contract, if such exists, as a director
and/or officer so long as he is duly elected and qualified in accordance with
the Bylaws of the Company or until he tenders his resignation.  2.             Indemnification. 
The Company shall indemnify Indemnitee as follows:  (a)           The Company shall
indemnify and advance Expenses (as hereinafter defined) to Indemnitee to the
fullest extent, and only to the extent, permitted by applicable law in effect
on the date of this Agreement and to such greater extent as applicable law may
thereafter from time to time permit.  The
rights of Indemnitee provided under the preceding sentence shall include, but
shall not be limited to, the rights set forth in the other paragraphs of this Section 2
or


any other Sections of this Agreement.  (b)           The Company shall indemnify
Indemnitee when he is a party or is threatened to be made a party to any
threatened, pending or completed Proceeding (other than a Proceeding by or in
the right of the Company) by reason of his Corporate Status (as hereinafter
defined) against expenses, judgments, awards, penalties, fines and amounts paid
in settlements actually and reasonably incurred by him or on his behalf in
connection with such Proceeding or any claim, issue or matter therein if he
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Company, and, with respect to any criminal
Proceeding had no reasonable cause to believe his conduct was unlawful.  The termination of any Proceeding by judgment,
order, settlement, conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that Indemnitee did not
act in good faith and in a manner which he reasonably believed to be in or not
opposed to the best interests of the Company, and, with respect to any criminal
Proceeding, had reasonable cause to believe that his conduct was unlawful.  (c)           The Company shall indemnify
Indemnitee when he is a party or is threatened to be made a party to any
threatened, pending or completed Proceeding by or in the right of the Company
to procure a judgment in its favor by reason of the fact of his Corporate
Status against expenses actually and reasonably incurred by him or on his
behalf in connection with such Proceeding if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of
the Company and except that no indemnification shall be made in respect of any
claim, issue or matter as to which Indemnitee shall have been adjudged to be
liable to the Company unless and only to the extent that the Court of Chancery
of the State of Delaware or the court in which such Proceeding was brought shall
determine upon application  2


that, despite the adjudication of liability but in view of all the
circumstances of the case, Indemnitee is fairly and reasonably entitled to
indemnification for such expenses which the Court of Chancery of the State of
Delaware or such other court shall deem proper.  (d)           Notwithstanding
any other provision of this Agreement, to the extent that Indemnitee is, by
reason of his Corporate Status, a party to and is successful, on the merits or
otherwise, in any Proceeding, he shall be indemnified against all Expenses
actually and reasonably incurred by him or on his behalf in connection
therewith.  If Indemnitee is not wholly
successful in such Proceeding but is successful on the merits or otherwise, as
to one or more but less than all claims, issues or matters in such Proceeding,
the Company shall indemnify Indemnitee against all Expenses actually and
reasonably incurred by him or on his behalf in connection with each
successfully resolved claim, issue or matter. 
For the purposes of this paragraph (d) of this Section 2 and
without limitation, the termination of any claim, issue or matter in such a
Proceeding by dismissal, wit or without prejudice, shall be deemed to be a
successful result as to such claim, issue or matter.  (e)           In the event the indemnity contained
in paragraphs (b), (c) or (d) of this Section 2 is unavailable
or insufficient to hold Indemnitee harmless in a Proceeding described therein,
then in accordance with the non-exclusivity provisions of the Delaware General
Corporation law and the Certificate and Bylaws, and separate from and in
addition to, the indemnity provided elsewhere herein, the Company shall
contribute to Expenses, judgements, penalties, fines and amounts paid in
settlement actually and reasonably incurred by or on behalf of Indemnitee in
connection with such Proceeding or any claim, issue or matter therein, in such
proportion as appropriately reflects the relative benefits received by, and
fault of, the Company on the one hand and the Indemnitee on the other in the
acts, transactions or matters to which the  3


Proceeding relates and other equitable considerations.  (f)            The
termination of any Proceeding described in paragraphs (b), (c) or (d) of
this Section 2, or of any claim, issue or matter therein, by judgment,
order, settlement or conviction, or upon a plea of nolo contendere or its
equivalent, shall not of itself adversely affect the right of Indemnitee to
indemnification or create a presumption that Indemnitee did not act in good faith
and in a manner which he reasonably believed to be in or not opposed to the
best interests of the Company or, with respect to any criminal Proceeding, that
Indemnitee had reasonable cause to believe that his conduct was unlawful.  (g)           Any indemnification under paragraphs
(b), (c), (d) or (e) of this Section 2 (unless ordered by a
court) shall be made by the Company only as authorized in the specific case
upon a determination (in accordance with Section 3 hereof) that
indemnification of Indemnitee is proper in the circumstances because he has met
the applicable standard of conduct set forth in paragraphs (b), (c), (d) or
(e) of this Section 2.  Such
determination shall be made (1) by a majority vote of Disinterested
Directors (as hereinafter defined), even though less than a quorum, or (2) if
there are no such directors, or if such directors so direct, by Independent
Legal Counsel (as hereinafter defined) in a written opinion, or (3) by the
stockholders.  If, with regard to
paragraph (e) of this Section 2, such a determination is not
permitted by law or if a quorum of Disinterested Directors so directs, such
determination shall be made by the Chancery Court of the State of Delaware or
the court in which the Proceeding giving rise to the claim for indemnification
is brought.  (h)           Expenses incurred by Indemnitee in
defending a Proceeding shall be paid by the Company in advance of the final
disposition of such Proceeding as authorized (in accordance with Section 4
hereof) by the board of directors in the specific case upon receipt of  4


an undertaking by or on behalf of Indemnitee to repay such amount if it
is ultimately determined that he is not entitled to be indemnified by the
Company under this Agreement or otherwise.  (i)            The indemnification and advancement
of Expenses provided by this Agreement shall not be deemed exclusive of any
other rights to which Indemnitee may be entitled under any statute, bylaw,
insurance policy, agreement, judicial determination, vote of stockholders or
disinterested directors or otherwise, both as to action in his Corporate Status
and as to action in another capacity while holding a Corporate Status, and
shall continue after Indemnitee has ceased to be a director, officer, employee or
agent, shall continue for so long as Indemnitee shall be or could become
subject to any possible Proceeding in respect of which Indemnitee is granted
rights of indemnification or advancement of Expenses under this Agreement, and
shall inure to the benefit of his heirs, executors and administrators.  3.             Determination
of Right to Indemnification.  For
purposes of making the determination in a specific case under paragraph (g) of
Section 2 hereof whether to make indemnification, the board of directors,
Independent Legal Counsel, or stockholders, as the case may be, shall make such
determination in accordance with the following procedure:  (a)           To obtain
indemnification under this Agreement, Indemnitee shall submit to the board of
directors a sworn statement of request for indemnification substantially in the
form of Exhibit 1 attached hereto and made a part hereof (Indemnification
Statement) stating that he has met the applicable standard of conduct set
forth in paragraphs (b), (c), (d) or (e) of Section 2 hereof;  (b)           Submission of the
Indemnification Statement to the board of directors shall create a rebuttable
presumption that Indemnitee is entitled to indemnification under this
Agreement, and the board of directors, Independent Legal Counsel, or
stockholders, as the case  5


may be, shall within 60 days after submission of the Indemnification
Statement specifically determine that Indemnitee is so entitled, unless it or
they shall possess sufficient evidence to rebut the presumption that Indemnitee
has met the applicable standard of conduct set forth in paragraph (b), (c), (d) or
(e) of Section 2 hereof, which evidence shall be disclosed to
Indemnitee with particularity in a written statement signed by all persons who
participated in the determination and voted to deny indemnification.  (c)           In the event that the determination
of entitlement to indemnification is to be made by Independent Legal Counsel
pursuant to this Section 3, the Independent Legal Counsel shall be
selected as provided in this section 3(c0. 
The Independent Legal Counsel shall be selected by the Board of
directors, and the Company shall give written notice to Indemnitee advising him
of the identity of the Independent Legal Counsel so selected.  Indemnitee may, within 7 days after receipt
of such written notice of selection shall have been given, deliver to the
Company a written objection to such selection. 
Such objection may be asserted only on the ground that the Independent
legal Counsel so selected does not meet the requirements of Independent Legal
Counsel as defined in Section 6 of this Agreement, and the objection shall
set forth with particularity the factual basis of such assertion.  If such written objection is made, the
Independent Legal Counsel so selected shall be disqualified from action as
such.  If, within 20 days after
submission by Indemnitee of a written request for indemnification pursuant to Section 3(a) of
this Agreement, no Independent Legal Counsel shall have been selected, or if
selected shall have been objected to, in accordance with Section 3(c),
either the Company or Indemnitee may petition the Court of Chancery of the
State of Delaware for the appointment as Independent Legal Counsel of a person
selected by such court or by such other person as such court shall designate,
and the person so appointed shall act as Independent Legal Counsel under  6


Section 3(b) of this Agreement, and the Company shall pay all
reasonable fees and expenses incident to the procedures of this Section 3(c),
regardless of the manner in which such Independent Legal Counsel was selected
or appointed.  4.             Authorization
of Advancement of Expenses.  For
purpose of determining whether to authorize advancement of expenses in a
specific case pursuant to paragraph (h) of Section 2 hereof, the board of
directors shall make such determination in accordance with the following
procedure:  (a)           Indemnitee may
submit to the board of directors a request for advancement of expenses
substantially in the form of Exhibit 2 attached hereto and made a
part hereof (Undertaking), stating that (i) he has reasonably incurred
or will reasonably incur actual expenses in defending a Proceeding, and (ii) he
undertakes to repay such amount if it is ultimately determined that he is not
entitled to be indemnified by the Company under this Agreement or otherwise;  (b)           Upon receipt of
the Undertaking the board of directors shall within 14 days authorize immediate
payment of the Expenses stated in the Undertaking.  5.             Merger,
Consolidation or Change in Control. 
In the event that the Company shall be a constituent corporation in a
consolidation or merger, whether the Company is the resulting or surviving
corporation or is absorbed, or if there is a change in control of the Company
as defined in Section 6 hereof, Indemnitee shall stand in the same position
under this Agreement with respect to the resulting, surviving or changed
corporation as he would have with respect to the Company if its separate
existence had continued or if there had been no change in the control of the
Company.  6.             Certain
Definitions.  For purposes of this
Agreement, the following definitions  7


apply herein:  (a)           change of control shall include any
change in the ownership of a majority of the capital stock of the Company or in
the composition of a majority of the members of the board of directors of the
Company.  (b)           Corporate Status describes the
status of a person who is or was a director, officer, agent or fiduciary of the
Company or of any other corporation, limited liability company, partnership,
joint venture, trust, employee benefit plan or other enterprise (including
civic, non-profit or charitable organizations, whether or not incorporated),
which such person is or was serving at the request of the Company.  (c)           Disinterested Director means a
director of the company who is not and was not at any time a party to the
Proceeding in respect of which indemnification is sought by Indemnitee.  (d)           Expenses shall include all
reasonable attorneys fees, retainers, court costs, transcript costs, fees of
experts, witness fees, travel expenses, duplicating costs, printing and binding
costs, telephone charges, postage, delivery service fees, and all other
disbursements or expenses of the types customarily incurred in connection with
prosecuting, defending, preparing to prosecute or defend or investigating a
Proceeding.  (e)           Fines shall include any excise
taxes assessed on Indemnitee with respect to any employee benefit plan.  (f)            Independent Legal Counsel means a
law firm, or a member of a law firm, that is experienced in matters of
corporate law and neither presently is, nor in the past five years has been
retained to represent (i) the Company or Indemnitee in any matter material
to either such party or (ii) any other party to the Proceeding giving rise
to a claim for  8


indemnification hereunder. 
Notwithstanding the foregoing, the term Independent Legal Counsel
shall not include any person who, under the applicable standards of
professional conduct then prevailing, would have a conflict of interest in
representing either the Company or Indemnitee in an actin to determine
Indemnitees rights under this Agreement.  (g)           Proceeding includes any action,
suit, arbitration, alternate dispute resolution mechanism, investigation,
administrative hearing or any other proceeding whether civil, criminal,
administrative or investigative.  (h)           serving at the request of the
Company shall include any service at the request or with the express or
implied authorization of the Company, as a director, officer, employee or agent
of the Company which imposes duties on, or involves services by, Indemnitee
with respect to an enterprise, its participants or beneficiaries; and if
Indemnitee acted in good faith and in a manner he reasonably believed to be in
the interest of the participants and beneficiaries of such enterprise, he
shall be deemed to have acted in a manner not opposed to the best interests of
the Company as referred to in this Agreement.  7.             D&O Insurance.  The Company represents that it has purchased
or currently maintains and will maintain (except as hereinafter provided) insurance
protecting its officers and directors and certain other persons (including the
Indemnitee) against certain losses arising out of actual or threatened
Proceedings to which such persons may be made or threatened to be made parties
(D&O Insurance).  Although there
can be no assurance as to the continuation or renewal of the D&O Insurance
or that any such D&O Insurance will provide coverage for losses to which
the Indemnitee may be exposed, the Company will use commercially reasonable
efforts, taking into consideration availability of D&O Insurance in the
marketplace, to continue D&O Insurance in effect at current levels for the
duration of Indemnitees service and for six (6)  9


years thereafter.  8.             Reliance by Indemnitee.  The Company expressly confirms and agrees
that it has entered into this Agreement and assumed the obligations imposed on
it hereby in order to induce Indemnitee to serve or continue to serve as a
director and/or officer of the Company, and acknowledges that Indemnitee is
relying up-on this Agreement in serving or continuing to serve in such
capacity.  9.             Attorneys Fees. 
In the event that Indemnitee institutes any legal action to enforce his
rights or collect moneys due under this Agreement or to recover damages for
breach of this Agreement, Indemnitee, if he prevails in whole or in part, shall
be entitled to recover from the Company all attorneys fees and disbursements
incurred by him.  10.           Severability.  If any provision of this Agreement or the
application of any provision hereof to any person or circumstances is held
invalid or unenforceable, the remainder of this Agreement and the application
of such provision to other persons or circumstances shall not be affected.  11.           Governing Law.  This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware without regard
to any conflict of law rules or principle that might refer to the laws of
another state or country.  12.           Modification; Survival.  This Agreement contains the entire agreement
of the parties relating to the subject matter hereof and supercedes any prior
agreement regarding the subject matter hereof. 
This Agreement may be modified only by an instrument in writing signed
by both parties hereto.  The provisions
of this Agreement shall survive the termination of Indemnitees service as a
director and/or officer of the Company.  10


IN WITNESS WHEREOF, the
parties hereto have duly executed this Agreement and the Company has set its
seal as of the date first above written.   Company:Veritas DGC Inc.(Corporate Seal)By:[Typed
  Name of Officer][Title]Indemnitee:[Typed
  Name of Indemnitee]  11


EXHIBIT 1  STATEMENT OF REQUEST FOR
INDEMNIFICATION  I,                                 ,
submit this Statement pursuant to the Indemnity Agreement dated                     
    , 200    , between Veritas DGC
Inc., a Delaware corporation (Company), and the undersigned (the Agreement).  1.             I am requesting indemnification against Expenses (as
defined in the Agreement) and, with respect to any action not by or in the
right of the Company, judgments, fines, penalties and amounts paid in
settlement, all of which have been actually and reasonably incurred by me in
connection with a certain Proceeding (as defined in the Agreement) to which I
am a party or am threatened to be made a party by reason of the fact of my
Corporate Status (as defined in the Agreement).  2.             With respect to all matters related to any such
Proceeding, I acted in good faith and in a manner I reasonably believed to be
or not opposed to the best interests of the Company, and, with respect to any
criminal Proceeding, I had no reason to believe that my conduct was unlawful.  4.             I am requesting indemnification against the following
liabilities:   (Signature)


EXHIBIT 2  STATEMENT OF UNDERTAKING  I,                                 ,
submit this Statement pursuant to the Indemnity Agreement dated                     
    , 200    , between Veritas DGC
Inc., a Delaware corporation (Company), and the undersigned (the Agreement).  1.             I am requesting advancement of certain actual Expenses
(as defined in the Agreement) which I have reasonably incurred or will
reasonably incur in defending a Proceeding.  2.             I hereby undertake to repay this advancement of Expenses
if it is ultimately determined that I am not entitled to be indemnified by the
Company.  7.             The expenses for which advancement is requested are as
follows:                                                                         .   (Signature)