VERITAS DGC INC
AMEND.NO.1 TO EMPLOYMENT AGRMT - RENE VANDENBRAND
<DOCUMENT>
<TYPE>EX-10.J
<SEQUENCE>12
<FILENAME>h92895ex10-j.txt
<DESCRIPTION>AMEND.NO.1 TO EMPLOYMENT AGRMT - RENE VANDENBRAND
<TEXT>
<PAGE>
                                                                    EXHIBIT 10-J

                                 AMENDMENT NO. 1

                                       TO

                    AMENDED AND RESTATED EMPLOYMENT AGREEMENT

     This Amendment No. 1 to Amended and Restated Employment Agreement (this
"Amendment") is made and entered into by and between Veritas DGC Inc., a
Delaware corporation (hereinafter referred to as "Employer"), and Rene M.J.
VandenBrand, an individual currently resident in Houston, Texas (hereinafter
referred to as "Employee"), effective as of November 14, 2001.

                                   WITNESSETH:

     WHEREAS, Employer and Employer entered into an Amended and Restated
Employment Agreement (the "Agreement") dated effective October 22, 2001 (the
"Agreement");

     WHEREAS, Employer and Employee have agreed to make certain modifications to
the Agreement to clarify certain aspects of the agreement not to compete;

     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. Amendment of Agreement.

         Paragraphs (a) through (c) of Section 12 of the Agreement entitled
"Non-Competition; Non-Solicitation; No Hire" are deleted in their entirety and
replaced with the following:

               (a) Employee agrees that, effective as of the Effective Date and
     for a period that includes the term of this Agreement and (i) twelve (12)
     months thereafter in the event of a termination of Employee's employment
     with Employer described in Section 6(e), and (ii) six (6) months thereafter
     in the event of a termination of Employee's employment with Employer
     described in Section 6(d) (such applicable period being referred to herein
     as the "Non-Compete Period"), Employee shall not, without the prior written
     consent of Employer, directly or indirectly, anywhere in the world, engage,
     invest, own any interest, or participate in, consult with, render services
     to, or be employed by any business, person, firm or entity that is in
     competition with the "Business" (as defined in Section 12(d)) of Employer
     or any of its subsidiaries or affiliates, except for the account of
     Employer and its subsidiaries and affiliates; provided, however, that
     during the Non-Compete Period Employee may acquire, solely as a passive
     investment, not more than five percent (5%) of the outstanding shares or
     other units of any security of any entity subject to the requirements of
     Section 13 or 15(d) of the

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     Exchange Act. Employee acknowledges that a remedy at law for any breach or
     attempted breach of this covenant not to compete will be inadequate and
     further agrees that any breach of this covenant not to compete will result
     in irreparable harm to Employer, and, accordingly, Employer shall, in
     addition to any other remedy that may be available to it, be entitled to
     specific performance and temporary and permanent injunctive and other
     equitable relief (without proof of actual damage or inadequacy of legal
     remedy) in case of any such breach or attempted breach. Employee
     acknowledges that this covenant not to compete is being provided as an
     inducement to Employer to enter into this Agreement and that this covenant
     not to compete contains reasonable limitations as to time, geographical
     area and scope of activity to be restrained that do not impose a greater
     restraint than is necessary to protect the goodwill or other business
     interest of Employer. Whenever possible, each provision of this covenant
     not to compete shall be interpreted in such a manner as to be effective and
     valid under applicable law but if any provision of this covenant not to
     compete shall be prohibited by or invalid under applicable law, such
     provision of this covenant not to compete shall be prohibited by or invalid
     under applicable law, such provision shall be ineffective to the extent of
     such prohibition or invalidity, without invalidating the remaining
     provisions of this covenant not to compete. If any provision of this
     covenant not to compete shall, for any reason, be judged by any court of
     competent jurisdiction to be invalid or unenforceable, such judgment shall
     not affect, impair or invalidate the remainder of this covenant not to
     compete but shall be confined in its operation to the provision of this
     covenant not to compete directly involved in the controversy in which such
     judgment shall have been rendered. In the event that the provisions of this
     covenant not to compete should ever be deemed to exceed the time or
     geographic limitations permitted by applicable laws, then such provision
     shall be reformed to the maximum time or geographic limitations permitted
     by applicable law.

               (b) In addition to the restrictions set forth in Section 12(a),
     Employee agrees that, during the Non-Compete Period, Employee will not,
     either directly or indirectly, (i) make known to any person, firm or entity
     that is in competition with the Business of Employer or any of its
     subsidiaries or affiliates the names and addresses of any of the suppliers
     or customers of Employer or any of its subsidiaries or affiliates,
     potential customers of Employer or any of its subsidiaries or affiliates
     upon whom Employer or any of its subsidiaries or affiliates has called upon
     in the last twelve (12) months or contacts of Employer or any of its
     subsidiaries or affiliates or any other information pertaining to such
     persons, or (ii) call on, solicit, or take away, or attempt to call on,
     solicit or take away any of the suppliers or customers of Employer or any
     of its subsidiaries or affiliates, whether for Employee or for any other
     person, firm or entity.

               (c) Regardless of the reason for any termination of Employee's
     employment, effective as of the Effective Date and for a period that
     includes the term of this Agreement and twelve (12) months thereafter,
     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 any of its subsidiaries or affiliates to leave such employment;
     or (ii) induce or attempt to induce any such employee to breach her or his
     employment agreement with Employer or any of its subsidiaries or
     affiliates.

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Section 2. Effect of Amendment.

     Except as expressly provided in this Amendment, the Agreement remains
unchanged and in full force and effect.

     IN WITNESS WHEREOF, the undersigned, intending to be legally bound, have
executed this Amendment effective as of November 14, 2001.

                                       EMPLOYER:

                                       VERITAS DGC INC.

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

                                       EMPLOYEE:


                                       -----------------------------------------
                                       Rene M.J. VandenBrand

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