<PAGE>
                                                                     EXHIBIT 4.8






                  VERITAS DGC INC. EMPLOYEE SHARE PURCHASE PLAN





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                                TABLE OF CONTENTS

<Table>
<Caption>
                                                                           SECTION
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<S>      <C>                                                               <C>

ARTICLE I - PURPOSE, SHARE COMMITMENT AND INTENT

         Purpose...............................................................1.1
         Share Commitment......................................................1.2
         Intent................................................................1.3
         Shareholder Approval..................................................1.4

ARTICLE II - DEFINITIONS

         Affiliate.............................................................2.1
         Authorized Leave of Absence...........................................2.2
         Base Pay..............................................................2.3
         Beneficiary...........................................................2.4
         Board.................................................................2.5
         Code..................................................................2.6
         Committee.............................................................2.7
         Company...............................................................2.8
         Disability............................................................2.9
         Employee.............................................................2.10
         Employer.............................................................2.11
         Exercise Date........................................................2.12
         Fair Market Value....................................................2.13
         Fiscal Quarter.......................................................2.14
         Five Percent Owner...................................................2.15
         Grant Date...........................................................2.16
         Offering Period......................................................2.17
         Option...............................................................2.18
         Option Price.........................................................2.19
         Participant..........................................................2.20
         Plan.................................................................2.21
         Retirement...........................................................2.22
         Shares...............................................................2.23
         Trading Day..........................................................2.24

ARTICLE III - ELIGIBILITY

         General Requirements..................................................3.1
         Limitations Upon Participation........................................3.2

ARTICLE IV - PARTICIPATION

         Grant of Option.......................................................4.1
         Payroll Deduction.....................................................4.2
         Payroll Deductions Continuing.........................................4.3
</Table>



                                      -i-
<PAGE>


<Table>
<S>      <C>                                                               <C>
         Right to Stop Payroll Deductions......................................4.4
         Accounting for Funds..................................................4.5
         Employer's Use of Funds...............................................4.6

ARTICLE V - IN SERVICE WITHDRAWAL, TERMINATION OR DEATH

         In Service Withdrawal.................................................5.1
         Termination of Employment for any Reason Other Than Death,
           Retirement or Disability............................................5.2
         Termination of Employment due to Retirement, Death or Disability......5.3

ARTICLE VI - EXERCISE OF OPTION

         Purchase of Shares....................................................6.1
         Accounting for Shares.................................................6.2
         Issuance of Shares....................................................6.3

ARTICLE VII - ADMINISTRATION

         Powers................................................................7.1
         Quorum and Majority Action............................................7.2
         Standard of Judicial Review of Committee Actions......................7.3

ARTICLE VIII - ADOPTION OF PLAN BY OTHER EMPLOYERS

         Adoption Procedure....................................................8.1
         No Joint Venture Implied..............................................8.2

ARTICLE IX - TERMINATION AND AMENDMENT OF THE PLAN

         Termination...........................................................9.1
         Amendment.............................................................9.2

ARTICLE X - MISCELLANEOUS

         Designation of Beneficiary...........................................10.1
         Plan Not An Employment Contract......................................10.2
         All Participants' Rights Are Equal...................................10.3
         Options Are Not Transferable.........................................10.4
         Voting of Shares.....................................................10.5
         No Rights of Shareholder.............................................10.6
         Governmental Regulations.............................................10.7
         Notices..............................................................10.8
         Indemnification of Committee.........................................10.9
         Tax Withholding.....................................................10.10
         Gender and Number...................................................10.11
         Severability........................................................10.12
         Persons Based Outside of the United States..........................10.13
         Governing Law; Parties to Legal Actions.............................10.14
</Table>



                                      -ii-
<PAGE>


                                    ARTICLE I

                      PURPOSE, SHARE COMMITMENT AND INTENT

         1.1 PURPOSE. The purpose of the Plan is to provide Employees of the
Company and its Affiliates that adopt the Plan an opportunity to purchase Shares
through periodic offerings of options to purchase Shares at a discount and thus
develop a stronger incentive to work for the continued success of the Company
and its Affiliates.

         1.2 SHARE COMMITMENT. The aggregate number of Shares authorized to be
sold pursuant to Options granted under the Plan is 2,000,000, subject to
adjustment as provided in this Section. In computing the number of Shares
available for grant, any Shares relating to Options which are granted, but which
subsequently lapse, are cancelled or are otherwise not exercised by the final
date for exercise, shall be available for future grants of Options.

         In the event of any stock dividend, split-up, recapitalization, merger,
consolidation, combination or exchange of shares, or the like, as a result of
which shares shall be issued in respect of the outstanding Shares, or the Shares
shall be changed into the same or a different number of the same or another
class of stock, the total number of Shares authorized to be committed to the
Plan, the number of Shares subject to each outstanding Option, the Option Price
applicable to each Option, and/or the consideration to be received upon exercise
of each Option shall be appropriately adjusted by the Committee. In addition,
the Committee shall, in its sole discretion, have authority to provide for (a)
acceleration of the Exercise Date of outstanding Options or (b) the conversion
of outstanding Options into cash or other property to be received in certain of
the transactions specified in this paragraph above upon the completion of the
transaction.

         1.3 INTENT. It is the intention of the Company to have the Plan qualify
as an "employee stock purchase plan" under section 423 of the Code. Therefore,
the provisions of the Plan are to be construed to govern participation in a
manner consistent with the requirements of section 423 of the Code.

         1.4 SHAREHOLDER APPROVAL. To be effective, the Plan must be approved by
the shareholders of the Company within 12 months after the Plan is adopted. The
approval of shareholders must comply with all applicable provisions of the
corporate charter, bylaws and applicable laws of the jurisdiction prescribing
the method and degree of shareholder approval required for the issuance of
corporate stock or options.



                                      I-1
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                                   ARTICLE II

                                   DEFINITIONS

         The words and phrases defined in this Article shall have the meaning
set out in these definitions throughout the Plan, unless the context in which
any word or phrase appears reasonably requires a broader, narrower, or different
meaning.

         2.1 "AFFILIATE" means any parent corporation and any subsidiary
corporation. The term "parent corporation" means any corporation (other than the
Company) in an unbroken chain of corporations ending with the Company if, at the
time of the action or transaction, each of the corporations (other than the
Company) owns stock possessing 50 percent or more of the total combined voting
power of all classes of stock in one of the other corporations in the chain. The
term "subsidiary corporation" means any corporation (other than the Company) in
an unbroken chain of corporations beginning with the Company if, at the time of
the granting of the Option, each of the corporations other than the last
corporation in the unbroken chain owns stock possessing 50 percent or more of
the total combined voting power of all classes of stock in one of the other
corporations in the chain.

         2.2 "AUTHORIZED LEAVE OF ABSENCE" means a bona fide leave of absence
from service with the Company or an Affiliate if the period of the leave does
not exceed 90 days, or, if longer, so long as the individual's right to
reemployment with the Company or an Affiliate is guaranteed either by statute or
contract.

         2.3 "BASE PAY" means regular straight-time earnings or base salary,
excluding payments for overtime, shift differentials, incentive compensation,
bonuses, and other special payments, fees, allowances or extraordinary
compensation.

         2.4 "BENEFICIARY" means the person who is entitled to receive amounts
under the Plan upon the death of a Participant.

         2.5 "BOARD" means the board of directors of the Company.

         2.6 "CODE" means the United States Internal Revenue Code of 1986, as
amended from time to time.

         2.7 "COMMITTEE" a committee of at least two persons, who are members of
the Compensation Committee of the Board and are appointed by the Compensation
Committee of the Board, or, to the extent it chooses to operate as the
Committee, the Compensation Committee of the Board.

         2.8 "COMPANY" means Veritas DGC Inc., a Delaware corporation, or any
successor (by merger or otherwise).

         2.9 "DISABILITY" means a permanent and total disability as defined in
section 22(e)(3) of the Code.


                                      II-1
<PAGE>


         2.10 "EMPLOYEE" means any person who is a common-law employee of the
Company or any Affiliate.

         2.11 "EMPLOYER" means the Company and all Affiliates that have adopted
the Plan.

         2.12 "EXERCISE DATE" means the last day of each Offering Period, which
is the day that all Options that eligible Employees have elected to exercise are
to be exercised.

         2.13 "FAIR MARKET VALUE" of one Share means the last reported sale
price for the Share on the principal exchange on which the Share is traded on
the business day for which the Fair Market Value is being determined (or, if the
Share was not traded on such date, on the immediately preceding date on which
the Share was so traded).

         2.14 "FISCAL QUARTER" means the three consecutive month period
beginning on each November 1, February 1, May 1 and August 1.

         2.15 "FIVE PERCENT OWNER" means an owner of five percent or more of the
total combined voting power of all classes of stock of the Company or any
Affiliate. An individual is considered to own any stock that is owned directly
or indirectly by or for his brothers and sisters (whether by whole or
half-blood), spouse, ancestors and lineal descendants. Stock owned, directly or
indirectly, by or for a corporation, partnership, estate or trust is considered
as owned proportionately by or for its shareholders, partners, or beneficiaries.
An individual is considered to own stock that he may purchase under outstanding
options. The determination of the percentage of the total combined voting power
of all classes of stock of the Company or any Affiliate that is owned by an
individual is made by comparing the voting power or value of the shares owned
(or treated as owned) by the individual to the aggregate voting power of all
shares actually issued and outstanding immediately after the grant of the option
to the individual. The aggregate voting power or value of all shares actually
issued and outstanding immediately after the grant of the option does not
include the voting power or value of treasury shares or shares authorized for
issue under outstanding options held by the individual or any other person.

         2.16 "GRANT DATE" means the first day of each Offering Period, which is
the day the Committee grants all eligible Employees an Option under the Plan.

         2.17 "OFFERING PERIOD" means the period beginning on the Grant Date and
ending on the Exercise Date. The Offering Period shall commence on the first day
of each Fiscal Quarter and shall end on the last Trading Day on or before the
last day of each Fiscal Quarter, unless the Committee specifies another Offering
Period (which may not exceed 27 months).

         2.18 "OPTION" means an option granted under the Plan to purchase Shares
at the Option Price on the Exercise Date.

         2.19 "OPTION PRICE" means the price to be paid for each Share upon
exercise of an Option, which shall be 85 percent of the lesser of (a) the Fair
Market Value of a Share on the Grant Date or (b) the Fair Market Value of a
Share on the Exercise Date.


                                      II-2
<PAGE>


         2.20 "PARTICIPANT" means a person who is eligible to be granted an
Option under the Plan and who elects to have payroll deductions withheld under
the Plan for the purpose of exercising that Option on the Exercise Date.

         2.21 "PLAN" means the Veritas DGC Inc. Employee Share Purchase Plan, as
set out in this document and as it may be amended from time to time.

         2.22 "RETIREMENT" means the occurrence of the Participant's voluntary
termination of employment with the Company and all Affiliates after he has
attained the age of 62 and completed ten years of employment with the Company
and/or any Affiliate, including any predecessor thereto.

         2.23 "SHARES" means the common stock of the Company, $.01 par value per
share, or, in the event that the outstanding ordinary shares are later changed
into or exchanged for a different class of shares or securities of the Company
or another corporation, that other share or security. Shares, when issued, may
be represented by a certificate or by book or electronic entry.

         2.24 "TRADING DAY" means a day on which the principal securities
exchange on which the Shares are listed is open for trading.




                                      II-3
<PAGE>

                                   ARTICLE III

                                   ELIGIBILITY

         3.1 GENERAL REQUIREMENTS. Subject to Section 3.2, each Employee of each
Employer is eligible to participate in the Plan for a given Offering Period if,
prior to the Grant Date, he has completed six months of continuous employment
for the Company and/or its Affiliates, he is in the employ of an Employer on the
Grant Date and he completes a subscription form authorizing payroll deductions
and files it with the Employer's benefit office prior to the Grant Date.
Participation in the Plan is voluntary.

         3.2 LIMITATIONS UPON PARTICIPATION. No Employee shall be granted an
Option to the extent that the Option would:

                  (a) cause the Employee to be a Five Percent Owner immediately
         after the grant;

                  (b) permit the Employee to purchase Shares under all employee
         stock purchase plans, as defined in section 423 of the Code, of the
         Company and all Affiliates at a rate which exceeds $25,000 in Fair
         Market Value of the Shares (determined at the time the Option is
         granted) for each calendar year in which the option granted to the
         Employee is outstanding at any time as provided in sections 423 and 424
         of the Code; or

                  (c) permit the Employee to purchase Shares in excess of the
         number of Shares determined under Section 4.1.

In addition, no Option shall be granted to an Employee who resides in a country
whose laws make participation in the Plan impractical.



                                     III-1
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                                   ARTICLE IV

                                  PARTICIPATION

         4.1 GRANT OF OPTION. Effective as of the Grant Date of each Offering
Period, the Committee shall grant an Option to each Participant which shall be
exercisable on the Exercise Date only through funds accumulated by the Employee
through payroll deductions made during the Offering Period. The Option shall be
for that number of whole and fractional Shares that may be purchased by the
amount in the Participant's payroll deduction account on the Exercise Date at
the Option Price. If so determined by the Committee and announced to Employees
prior to an Offering Period, the Committee may establish a maximum number of
Shares that may be purchased by an Employee during the Offering Period.

         4.2 PAYROLL DEDUCTION. For an Employee to participate during a given
Offering Period, he must complete a payroll deduction form and file it with his
Employer prior to the beginning of the Offering Period and in accordance with
procedures established by the Committee. The payroll deduction form shall permit
a Participant to elect to have withheld from his Base Pay a specified portion of
his Base Pay during the Offering Period in accordance with procedures
established by the Committee. Payroll deductions shall continue through the last
pay date prior to the Exercise Date. A Participant may not make additional
payments to his Plan account.

         4.3 PAYROLL DEDUCTIONS CONTINUING. A Participant's payroll deduction
election shall remain in effect for all ensuing Offering Periods until changed
by him by filing an appropriate amended payroll deduction form prior to the
commencement of the Offering Period for which it is to be effective in
accordance with procedures established by the Committee.

         Notwithstanding the foregoing, if a Participant takes a withdrawal from
the Veritas DGC Inc. Profit Sharing Plan for reasons of a financial hardship,
such Participant shall be deemed to have elected to discontinue payroll
deductions under the Plan for a period of six months following the withdrawal
and until the Participant files a new payroll deduction form under this Plan. A
Participant's subsequent election to have amounts withheld under this Plan
following such six-month period shall not be effective until the commencement of
the next Offering Period.

         4.4 RIGHT TO STOP PAYROLL DEDUCTIONS. A Participant shall have the
right to discontinue payroll deductions by filing a subscription cancellation
form with the Company. The payroll deduction cancellation shall become effective
with the first full payroll period following the Company's receipt of the
subscription cancellation agreement in accordance with procedures established by
the Committee. With the exception of a complete discontinuance of payroll
deductions, a Participant may not change his participation rate during an
Offering Period.

         4.5 ACCOUNTING FOR FUNDS. As of each payroll deduction period, the
Employer shall cause to be credited to the Participant's payroll deduction
account in a ledger established for that purpose the funds withheld from and
attributable to the Employee's cash compensation for that period. No interest
shall be credited to the Participant's payroll deduction account at any time.
The obligation of the Employer to the Participant for this account shall be a
general corporate


                                      IV-1
<PAGE>


obligation and shall not be funded through a trust nor secured by any assets
which would cause the Participant to be other than a general creditor of the
Employer.

         4.6 EMPLOYER'S USE OF FUNDS. All payroll deductions received or held by
an Employer may be used by the Employer for any corporate purpose, and the
Employer shall not be obligated to segregate such payroll deductions.



                                      IV-2
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                                    ARTICLE V

                   IN SERVICE WITHDRAWAL, TERMINATION OR DEATH

         5.1 IN SERVICE WITHDRAWAL. A Participant may, at any time on or before
15 days prior to the Exercise Date, or such other date as shall be selected by
the Committee from time to time, elect to withdraw all of the funds then
credited to his Plan account by giving notice in accordance with the rules
established by the Committee. The amount elected to be withdrawn by the
Participant shall be paid to him as soon as administratively feasible. Any
election by a Participant to withdraw his cash balance under the Plan terminates
his right to exercise his Option on the Exercise Date and his entitlement to
elect any further payroll deductions for the then-current Offering Period. If
the Participant wishes to participate in any future Offering Period, he must
file a new payroll deduction election within the time frame required by the
Committee for participation for that Offering Period.

         5.2 TERMINATION OF EMPLOYMENT FOR ANY REASON OTHER THAN DEATH; OR
RETIREMENT OR DISABILITY WHICH OCCURS MORE THAN THREE MONTHS PRIOR TO THE
EXERCISE DATE. If a Participant's employment with the Company and all Affiliates
is terminated for any reason other than death prior to the Exercise Date, or if
the Participant's employment with the Company and all Affiliates is terminated
more than three months prior to the Exercise Date as a result of Retirement of
Disability, the Option granted to the Participant for that Offering Period shall
lapse. If a Participant is on an Authorized Leave of Absence, for purposes of
the Plan, the Participant's employment with the Company and all Affiliates shall
be deemed to be terminated on the later of the 91st day of such leave or the
date through which the Participant's employment is guaranteed either by statute
or contract. The Participant's funds then credited to his Plan Account shall be
returned to him as soon as administratively feasible.

         5.3 TERMINATION OF EMPLOYMENT DUE TO DEATH. If a Participant's
employment with the Company and all Affiliates is terminated due to death, the
Participant's Beneficiary (or such other person as may be entitled to amounts
credited to the Participant's account under Section 10.1) will have the right to
elect, either to:

                  (a) withdraw all of the funds then credited to his Plan
         account as of his termination date; or

                  (b) exercise the Option for the maximum number of whole and
         fractional Shares that can be purchased at the Option Price on the last
         day of the Offering Period (in which the Participant's termination of
         employment with the Company and all Affiliates occurs).

         The Participant's Beneficiary (or such other person as may be entitled
to amounts credited to the Participant's account under Section 10.1) must make
such election by giving written notice to the Committee in accordance with
procedures established by the Committee. In the event the Beneficiary (or such
other person as may be entitled to amounts credited to the Participant's account
under Section 10.1) elects to withdraw the funds, any accumulated funds credited
to the Participant's Plan account as of the date of his termination of
employment with


                                      V-1
<PAGE>


the Company and all Affiliates will be delivered as soon as administratively
practicable thereafter.

         5.4 TERMINATION OF EMPLOYMENT DUE TO RETIREMENT OR DISABILITY WITHIN
THREE MONTHS PRIOR TO THE EXERCISE DATE. If a Participant's employment with the
Company and all Affiliates is terminated, within three months prior to the
Exercise Date, due to Retirement or Disability, the Participant (or the
Participant's personal representative or legal guardian in the event of
Disability) will have the right to elect either to:

                  (a) withdraw all of the funds then credited to his Plan
         account as of his termination date; or

                  (b) exercise the Option for the maximum number of whole and
         fractional Shares that can be purchased at the Option Price on the last
         day of the Offering Period (in which the Participant's termination of
         employment with the Company and all Affiliates occurs).

         The Participant (or, if applicable, such other person designated in the
first paragraph of this Section 5.4) must make such election by giving written
notice to the Committee in accordance with procedures established by the
Committee. Any accumulated funds credited to the Participant's Plan account as
of the date of his termination of employment with the Company and all Affiliates
will be delivered to or on behalf of the Participant as soon as administratively
practicable thereafter.

         5.5 AUTHORIZED LEAVE OF ABSENCE. If a Participant begins an Authorized
Leave of Absence during an Offering Period, then he shall have the right to
elect either of the options described in Section 5.3 (substituting references to
termination date with references to the date his leave of absence begins).
However, if the individual is deemed to have incurred a termination of
employment under Section 5.2, at that time the provisions of Section 5.2 rather
than this Section 5.5 shall apply to the individual.



                                      V-2
<PAGE>

                                   ARTICLE VI

                               EXERCISE OF OPTION

         6.1 PURCHASE OF SHARES. Subject to Section 3.2, on the Exercise Date of
each Offering Period, each Participant's payroll deduction account shall be used
to purchase the maximum number of whole and fractional Shares that can be
purchased at the Option Price for that Offering Period. Any funds remaining in a
Participant's payroll deduction account after the exercise of his Option for the
Offering Period shall be returned to him as soon as administratively feasible.
If in any Offering Period the total number of Shares to be purchased by all
Participants exceeds the number of Shares committed to the Plan, then each
Participant shall be entitled to purchase only his pro rata portion of the
Shares remaining available under the Plan based on the balances in each
Participant's payroll deduction account as of the Exercise Date. After the
purchase of all Shares available on the Exercise Date, all Options granted for
the Offering Period to the extent not used are terminated because no Option
shall remain exercisable after one calendar quarter from the date of Grant.

         6.2 ACCOUNTING FOR SHARES. After the Exercise Date of each Offering
Period, a report shall be given to each Participant stating the amount of his
payroll deduction account, the number of Shares purchased and the Option Price.

         6.3 ISSUANCE OF SHARES. As soon as administratively feasible after the
end of the Offering Period, the Committee shall advise the appropriate officer
of the Company that the terms of the Plan have been complied with and that it is
appropriate for the officer to cause to be issued the Shares upon which Options
have been exercised under the Plan. The Committee may determine in its
discretion the manner of delivery of the Shares purchased under the Plan, which
may be by electronic account entry into new or existing accounts, delivery of
Shares certificates or any other means as the Committee, in its discretion,
deems appropriate. The Committee may, in its discretion, hold the Shares
certificate for any Shares or cause it to be legended in order to comply with
the securities laws of the applicable jurisdiction, or should the Shares be
represented by book or electronic account entry rather than a certificate, the
Committee may take such steps to restrict transfer of the Shares as the
Committee considers necessary or advisable to comply with applicable law.



                                      VI-1
<PAGE>

                                   ARTICLE VII

                                 ADMINISTRATION


         7.1 POWERS. The Committee has the exclusive responsibility for the
general administration of the Plan, and has all powers necessary to accomplish
that purpose, including but not limited to the following rights, powers, and
authorities:

                  (a) to make rules for administering the Plan so long as they
         are not inconsistent with the terms of the Plan;

                  (b) to construe all provisions of the Plan;

                  (c) to correct any defect, supply any omission, or reconcile
         any inconsistency which may appear in the Plan;

                  (d) to select, employ, and compensate at any time any
         consultants, accountants, attorneys, and other agents the Committee
         believes necessary or advisable for the proper administration of the
         Plan;

                  (e) to determine all questions relating to eligibility, Fair
         Market Value, Option Price and all other matters relating to benefits
         or Participants' entitlement to benefits;

                  (f) to determine all controversies relating to the
         administration of the Plan, including but not limited to any
         differences of opinion arising between an Employer and a Participant,
         and any questions it believes advisable for the proper administration
         of the Plan; and

                  (g) to delegate any clerical or recordation duties of the
         Committee as the Committee believes is advisable to properly administer
         the Plan.

         7.2 QUORUM AND MAJORITY ACTION. A majority of the Committee constitutes
a quorum for the transaction of business. The vote of a majority of the members
present at any meeting shall decide any question brought before that meeting. In
addition, the Committee may decide any question by a vote, taken without a
meeting, of a majority of its members via telephone, computer, fax or any other
media of communication.

         7.3 STANDARD OF JUDICIAL REVIEW OF COMMITTEE ACTIONS. The Committee has
full and absolute discretion in the exercise of each and every aspect of its
authority under the Plan. Notwithstanding anything to the contrary, any action
taken, or ruling or decision made by the Committee in the exercise of any of its
powers and authorities under the Plan shall be final and conclusive as to all
parties other than the Company, including without limitation all Participants
and their beneficiaries, regardless of whether the Committee or one or more of
its members may have an actual or potential conflict of interest with respect to
the subject matter of the action, ruling, or decision. No final action, ruling,
or decision of the Committee shall be subject to de novo review in any judicial
proceeding; and no final action, ruling, or decision of the Committee


                                      VII-1
<PAGE>


may be set aside unless it is held to have been arbitrary and capricious by a
final judgment of a court having jurisdiction with respect to the issue.




                                      VII-2
<PAGE>


                                  ARTICLE VIII

                       ADOPTION OF PLAN BY OTHER EMPLOYERS

         8.1 ADOPTION PROCEDURE. With the approval of the Committee, any
Affiliate may adopt the Plan for all or any classification of its Employees by
depositing with the Sponsor:

                  (a) a duly executed adoption agreement setting forth agreement
         to be bound as an Employer by all the terms, provisions, conditions and
         limitations of the Plan except those, if any, specifically set forth in
         the adoption agreement;

                  (b) all other information required by the Sponsor; and

                  (c) the written consent of the Sponsor to the adoption of the
         Plan.

         8.2 NO JOINT VENTURE IMPLIED. The document which evidences the adoption
of the Plan by an Affiliate shall become a part of the Plan. However, neither
the adoption of the Plan by an Affiliate nor any act performed by it in relation
to the Plan shall create a joint venture or partnership relation between it and
the Company or any other Affiliate.



                                     VIII-1
<PAGE>

                                   ARTICLE IX

                      TERMINATION AND AMENDMENT OF THE PLAN

         9.1 TERMINATION. The Company may, by action of the Committee, terminate
the Plan at any time and for any reason. The Plan shall automatically terminate
upon the purchase by Participants of all Shares committed to the Plan, unless
the number of Shares committed to the Plan is increased by the Committee or the
Board and approved by the shareholders of the Company. Upon termination of the
Plan, as soon as administratively feasible there shall be refunded to each
Participant the remaining funds in his payroll deduction account, and there
shall be forwarded to the Participants certificates for all Shares held under
the Plan for the account of Participants. The termination of the Plan shall not
affect the current Options already outstanding under the Plan to the extent
there are Shares committed, unless the Participants agree.

         9.2 AMENDMENT. The Committee has the right to modify, alter or amend
the Plan at any time and from time to time to any extent that it deems
advisable, including, without limiting the generality of the foregoing, any
amendment to the Plan deemed necessary to ensure compliance with section 423 of
the Code. The Committee may suspend the operation of the Plan for any period as
it may deem advisable. However, no amendment or suspension shall operate to
reduce any amounts previously allocated to a Participant's payroll deduction
account, to reduce a Participant's rights with respect to Shares previously
purchased and held on his behalf under the Plan nor to affect the current Option
a Participant already has outstanding under the Plan without the Participant's
agreement. Any amendment changing the aggregate number of Shares to be committed
to the Plan, the class of employees eligible to receive Options under the Plan
or the description of the group of corporations eligible to adopt the Plan must
have shareholder approval as set forth in Section 1.4.



                                      IX-1
<PAGE>

                                    ARTICLE X

                                  MISCELLANEOUS

         10.1 DESIGNATION OF BENEFICIARY.

                  (a) A Participant may file a written designation of a
         Beneficiary who is to receive any cash and Shares credited to the
         Participant's account under the Plan. If a Participant is married and
         the designated Beneficiary is not the Participant's spouse, written
         spousal consent shall be required for the designation to be effective.

                  (b) A Participant may change his designation of a Beneficiary
         at any time by written notice. If a Participant dies when he has not
         validly designated a Beneficiary under the Plan, the Company shall
         deliver such Shares and cash to the executor or administrator of the
         estate of the Participant, or if no such executor or administrator has
         been appointed (to the knowledge of the Company), the Company, in its
         discretion, may deliver such Shares and cash to the spouse or to any
         one or more dependents or relatives of the Participant, or if no
         spouse, dependent or relative is known to the Company, then to such
         other person as the Company may designate.

         10.2 PLAN NOT AN EMPLOYMENT CONTRACT. The adoption and maintenance of
the Plan is not a contract between any Employer and its Employees which gives
any Employee the right to be retained in its employment. Likewise, it is not
intended to interfere with the rights of any Employer to discharge any Employee
at any time or to interfere with the Employee's right to terminate his
employment at any time.

         10.3 ALL PARTICIPANTS' RIGHTS ARE EQUAL. All Participants will have the
same rights and privileges under the Plan as required by section 423 of the Code
and Department of Treasury Regulation section 1.423-2(f).

         10.4 OPTIONS ARE NOT TRANSFERABLE. No Option granted a Participant
under the Plan is transferable by the Participant otherwise than by will or the
laws of descent and distribution, and must be exercisable, during his lifetime,
only by him. In the event any Participant attempts to violate the terms of this
Section, any Option held by the Participant shall be terminated by the Company
and, upon return to the Participant of the remaining funds in his payroll
deduction account, all of his rights under the Plan will terminate.

         10.5 VOTING OF SHARES. Shares held under the Plan for the account of
each Participant shall be voted by the holder of record of those Shares in
accordance with the Participant's instructions.

         10.6 NO RIGHTS OF SHAREHOLDER. No eligible Employee or Participant
shall by reason of participation in the Plan have any rights of a shareholder of
the Company until he acquires Shares as provided in the Plan.

         10.7 GOVERNMENTAL REGULATIONS. The obligation to sell or deliver the
Shares under the Plan is subject to the approval of all governmental authorities
required in connection with the authorization, purchase, issuance or sale of the
Shares.


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<PAGE>


         10.8 NOTICES. All notices and other communication in connection with
the Plan shall be in the form specified by the Committee and shall be deemed to
have been duly given when sent to the Participant at his last known address or
to his designated personal representative or beneficiary, or to the Employer or
its designated representative, as the case may be.

         10.9 INDEMNIFICATION OF COMMITTEE. In addition to all other rights of
indemnification as they may have as directors or as members of the Committee,
the members of the Committee shall be indemnified by the Company against the
reasonable expenses, including attorneys' fees, actually and necessarily
incurred in connection with the defense of any action, suit or proceeding, or in
connection with any appeal, to which they or any of them may be a party by
reason of any action taken or failure to act under or in connection with the
Plan or any Option granted under the Plan, and against all amounts paid in
settlement (provided the settlement is approved by independent legal counsel
selected by the Company) or paid by them in satisfaction of a judgment in any
action, suit or proceeding, except in relation to matters as to which it is
adjudged in the action, suit or proceeding, that the Committee member is liable
for gross negligence or willful misconduct in the performance of his duties.

         10.10 TAX WITHHOLDING. At the time a Participant's Option is exercised
or at the time a Participant disposes of some or all of the Shares purchased
under the Plan, the Participant must make adequate provision for the Employer's
federal, state or other tax withholding obligations, if any, which arise upon
the exercise of the Option or the disposition of the Shares. At any time, the
Employer may, but shall not be obligated to, withhold from the Participant's
compensation the amount necessary for the Employer to meet applicable
withholding obligations.

         10.11 GENDER AND NUMBER. If the context requires it, words of one
gender when used in the Plan shall include the other genders, and words used in
the singular or plural shall include the other.

         10.12 SEVERABILITY. Each provision of the Plan may be severed. If any
provision is determined to be invalid or unenforceable, that determination shall
not affect the validity or enforceability of any other provision.

         10.13 PERSONS BASED OUTSIDE OF THE UNITED STATES. Notwithstanding any
provision of the Plan to the contrary, in order to comply with the laws in other
countries in which the Company and its Affiliates operate or have Employees, the
Committee, in its sole discretion, shall have the power and authority to:

                  (a) determine which Affiliates shall be covered by the Plan;

                  (b) determine which persons employed outside the United States
         are eligible to participate in the Plan;

                  (c) modify the terms and conditions of any Option granted to
         persons who are employed outside the United States to comply with
         applicable foreign laws;

                  (d) establish subplans and modify exercise procedures and
         other terms and procedures to the extent such actions may be necessary
         or advisable. Any subplans and


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<PAGE>


         modifications to Plan terms and procedures established under this
         Section 10.13 by the Committee shall be attached to the Plan document
         as Appendices; and

                  (e) take any action, before or after an Option is granted,
         that it deems advisable to obtain or comply with any necessary local
         government regulatory exemptions or approvals.

         Notwithstanding the above, the Committee may not take any actions
hereunder, and no Options shall be granted, that would violate section 423 of
the Code, any securities law or governing statute or any other applicable law.
Any income derived under the Plan shall not be treated as a part of an
Employee's regular compensation or salary for purposes of computing statutorily
mandated severance benefits or other statutorily mandated benefits in foreign
jurisdictions.

         10.14 GOVERNING LAW; PARTIES TO LEGAL ACTIONS. The provisions of the
Plan shall be construed, administered, and governed under the laws of the State
of Texas and, to the extent applicable, by the securities, tax, employment and
other laws of the United States.




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