Exhibit
10.13


CONSULTING
AGREEMENT


THIS
CONSULTING AGREEMENT (this “Agreement”) is entered
into this        day of January, 2007, by and
between Compagnie Général de Géophysique, a société anonyme organized under the
laws of the Republic of France (the “Company”), and Thierry Pilenko, an
individual currently resident in Houston, Texas (“Consultant”),
effective as provided below.


W  I
T  N  E  S  S  E  T  H:


WHEREAS, Consultant is currently employed as the
Chairman & Chief Executive Officer of Veritas DGC Inc., a Delaware
corporation (“Veritas”);


WHEREAS, on
September 4, 2006, the Company entered into an Agreement and Plan of Merger (“Merger
Agreement”) by and among the Company, Veritas, and certain of the Company’s
affiliates, pursuant to which the Company agreed to acquire Veritas; and


WHEREAS, subject
to and conditioned upon the occurrence of the Closing (as defined in the Merger
Agreement), the Company desires to benefit from the experience and ability of
Consultant arising from his prior position as Chairman & Chief Executive
Officer of Veritas by engaging Consultant to serve as a consultant to the
Company and Consultant is willing to serve as a consultant to the Company upon
the terms and conditions contained herein.


NOW,
THEREFORE, in consideration of the mutual promises,
covenants, and undertakings contained in this Agreement, but subject to and
conditioned upon the occurrence of the Closing under the Merger Agreement, the
Company and Consultant hereby agree as follows:


1.             Consulting.  Effective upon the occurrence
of the Closing (the date of such occurrence the “Effective Date”) there
shall be created pursuant to this Agreement an independent contractor
relationship between the Company and Consultant whereby Consultant shall supply
consulting services to the Company in accordance with and subject to the terms
and conditions set forth in this Agreement.


2.             Term.  The term of this Agreement
shall begin on the Effective Date and shall continue through June 30, 2007,
unless earlier terminated pursuant to Section 8 hereof.  By mutual agreement reached on or before April
30, 2007, the parties may renew this Agreement for an additional term of such
duration as may be agreed to by the parties.


3.             Services.  During the term of this
Agreement, Consultant shall, during the Company’s normal business hours and
upon reasonable notice, make himself available to perform such consulting and
advisory services as are reasonably requested by the Company and are reasonably
consistent with Consultant’s experience, background and former position with
the Company, as assigned from time to time by the chief executive officer of
the Company or his designee.  Consultant
acknowledges and agrees that with reasonable notice he shall make himself
available for such consulting and advisory services.  In providing such consulting and advisory
services, Consultant shall endeavor to do so in a professional, diligent and
workmanlike manner, providing the



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Company, its
affiliates, and management with the benefits of his informed and professional
judgment.  Consultant agrees to attend
such meetings as the Company may reasonably request for proper communication of
his advice and consultation.  Consultant
shall coordinate the furnishing of his services pursuant to this Agreement with
representatives of the Company in order that such services can be provided in
such a way as to generally conform to the business schedules of the Company,
but the method of performance, time of performance, place of performance, hours
utilized in such performance, and other details of the manner of performance of
Consultant’s services hereunder shall be within the sole control of
Consultant.  While retained as a
consultant by the Company, Consultant shall have the right to devote his
business day and working efforts to other business, professional, public
service, or community pursuits as do not materially interfere (as determined by
mutual agreement of the Company and Consultant) with the rendering of
consulting services by Consultant hereunder.


4.             Compensation and Reimbursement.


(a)           As compensation to Consultant for his
services under this Agreement, the Company shall pay to Consultant during the
term of this Agreement a weekly consulting fee (the “Weekly Consulting Fee”) in
the amount of $20,000 (twenty thousand) U.S. Dollars per week, payable on the last
day of each calendar month.


(b)           The Company shall reimburse
Consultant for all reasonable out-of-pocket expenses that are actually incurred
by Consultant in performance of his duties under this Agreement, including, but
not limited to, transportation, hotel accommodations and such other expenses as
might be incurred by a senior executive of the Company in furtherance of
Company business.  On or before the 15th
day of the month following each month of the term when reimbursable expenses
are incurred, Consultant shall submit to the Company a monthly statement
setting forth the reimbursable expenses incurred for the prior month.  With such statements, Consultant shall
furnish all records, receipts and other evidence in support of Consultant’s
reimbursable expense statement as may be requested by the Company according to
its policy in effect for employee expense reports.  Upon receipt of the expense statements, the
Company shall promptly reimburse Consultant for his expenses.


(c)           Compensation and/or fees payable
under this Section 4 shall be separate and apart from, and shall not reduce or
otherwise offset any amounts payable to Consultant for services performed in
his capacity as a non-employee director of the Company.  Notwithstanding the foregoing, the Company
shall provide Consultant with the benefit of the Company’s standard directors
and officers insurance policy held by the Company during the term of Consultant’s
non-employee directorship with the Company and shall, after Consultant is
appointed as a non-employee director of the Company and at the request of the
Consultant, enter into a directors’ indemnification agreement with Consultant
on the Company’s standard terms.


(d)           Consultant shall pay all social
security, federal income taxes, unemployment insurance, worker’s compensation
insurance, pensions, annuities or other liabilities or taxes incurred



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by or on behalf or
for the benefit of Consultant arising out of the performance by Consultant of
his obligations under this Agreement.


5.             Confidential Information.  Consultant hereby agrees that notwithstanding any other provision of this
Agreement, he will not at any time make any unauthorized disclosure of any
confidential business information or trade secrets of the Company or any of its
affiliates (which Consultant acknowledges are valuable and unique assets of the
Company used in its business to obtain a competitive advantage over the Company’s
competitors who do not know or use this information), or make any unauthorized
use thereof; provided, however, this restriction shall not apply to any
information that has entered the public domain (other than by the Consultant’s
own acts or omissions).  The obligations
of Consultant set forth in this Section 5 shall apply during the term of this
Agreement and shall survive termination of this Agreement and/or the
termination of Consultant’s services under this Agreement regardless of the
reason for such termination for a period of one year following such
termination.  For purposes of this
Section 5, the Company shall be construed to include any parent, subsidiary, or
other affiliate of the Company.


6.             Publishing Statements.  Consultant shall refrain during the term of
this Agreement from publishing any oral or written statements about the Company
or any of its subsidiaries or affiliates that are slanderous, libelous, or defamatory.  A violation or threatened violation of this
prohibition may be enjoined by the courts. 
The rights afforded the Company and its subsidiaries and affiliates
under this provision are in addition to any and all rights and remedies
otherwise afforded by law.


7.             Capacity and Benefits.  At all times while serving
under this Agreement, Consultant shall be an independent contractor and not a
common-law employee.  As a result,
Consultant, in his capacity as a consultant, shall not, during the term of this
Agreement, be entitled to participate in the Company’s or its affiliates’
benefit plans and programs for their employees except for (a) post-employment
benefits, if any, explicitly provided for in the Employment Agreement between
Veritas and Consultant dated effective as of January 26, 2004, as amended, and
(b) equity-based compensation plans or arrangements in which consultants of the
Company are eligible to participate.  Nothing
in this Agreement shall, during Consultant’s tenure as a non-employee director
of the Company, be construed to limit in any way Consultant’s eligibility, if
any, to participate in the Company’s or its affiliates benefit plans and
programs in which non-employee directors are eligible to participate.  Further, Consultant, when acting in any
capacity other than in his capacity as a non-employee director of the Company,
will in no way be considered to be an agent, employee, or servant of the
Company or any of its affiliates. 
Consultant, when acting in any capacity other than in his capacity as a
non-employee director of the Company, shall have no authority to bind the
Company or any of its affiliates in any capacity for any purpose.  It is not the purpose or intention of this
Agreement or the parties to create, and the same shall not be construed as
creating, any partnership, partnership relation, joint venture, agency, or
employment relationship.


8.             Termination.  This Agreement shall automatically terminate
upon (1) the death of Consultant, or (2) expiration of the term without a prior
written extension mutually agreed to in writing by the parties., or (3) at any
time by either party prior to the expiration of the term with a two weeks
notice .



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9.             Notices.  For purposes of this
Agreement, notice, demands and all other communications provided for in this
Agreement shall be in writing and shall be deemed to have been duly given when
delivered by hand at, or by sending the same by prepaid first class mail (airmail
if to an address outside the country of posting) to, the following addresses:


If to Consultant:


Thierry Pilenko


11543 Noblewood
Crest Ln


Houston,TX 77082


If to the Company:


Compagnie Général
de Géophysique


Tour Maine
Montparnasse


33 avenue du Maine


B.P. 191


75755 Paris CEDEX
15


Attn: Thierry Le
Roux


or to such other
address as either party may furnish to the other in writing in accordance
herewith, except that notices of change of address shall be effective only upon
receipt.



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10.          Dispute
Resolution.  The
Company and Consultant 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 before a single arbitrator in
accordance with the Arbitration Rules of the American Arbitration Association
(the “AAA Rules”).  Arbitration will take
place in [Houston, Texas], unless the parties mutually agree to a different
location.  The arbitrator shall be chosen
in accordance with the AAA Rules.  The
arbitrator shall be bound to apply the provisions of applicable substantive law
and the Federal Rules of Evidence to any dispute under this Agreement;
provided, however, that punitive, liquidated or indirect damages shall not be
awarded by the arbitrator.  The
arbitrator shall have the power to decide the claim upon motion of the parties,
without necessity of an oral arbitration hearing, if the parties agree in
writing to waive such hearing if either party submits a motion requesting a
hearing on documents only.  The
arbitrator shall render a written reasoned opinion.  Consultant and the Company agree that the
decision of the arbitrator will be final and binding on both parties.  Any court having jurisdiction may enter a
judgment upon the award rendered by the arbitrator.  In the event the arbitration is decided in
whole or in part in favor of Consultant, the Company will reimburse Consultant
for his reasonable costs and expenses of the arbitration (including reasonable
attorneys’ fees).  Regardless of the outcome
of any arbitration, the Company will pay all fees and expenses of the
arbitrator and all of Company’s costs of such arbitration.


11.          Successor Obligations and
Assignment.  The
rights and obligations of the Company under this Agreement shall inure to the
benefit of and be binding upon the successors and assigns of the Company.  Consultant cannot assign any rights accruing
to him under this Agreement.


12.          Amendment.  This Agreement may not be
modified except by an agreement in writing executed by both the Company and
Consultant.


13.          Governing Law and Jurisdiction.
 This Agreement shall
be governed by and construed in accordance with the laws of the State of Texas,
without giving effect to principles of conflicts of laws.


14.          Validity.  In the event that any
portion or provision of this Agreement is found to be invalid or unenforceable,
the other portions or provisions hereof shall not be affected thereby.


15.          Counterparts.  This Agreement may be
executed in one or more counterparts, each of which shall be deemed to be an
original, but all of which together shall constitute one and the same
instrument.


16.          Effect of Agreement.  The terms of this Agreement
shall supersede any obligations and rights of the Company and its affiliates,
on the one hand, and Consultant, on the other hand, respecting consulting
services, and compensation and benefits in respect of such services on or after
the Effective Date.  Notwithstanding
anything in this Agreement to the contrary, this Agreement shall be null and
void and of no force or effect if the Closing under the Merger Agreement does
not occur.



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IN
WITNESS WHEREOF, the parties have executed this Agreement as
of the date first above written.


 


	
  

  	
  COMPAGNIE GENERAL
  DE GEOPHYSIQUE

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CONSULTANT

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THIERRY PILENKO

  	
   

  
					



 



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