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Unfair Competition Agreement - BUREAU VERITAS S A - 8-22-2002

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					Exhibit (d)(5) UNFAIR COMPETITION AGREEMENT This Unfair Competition Agreement (this "Agreement"), dated as of August 8, 2002, is entered into by Bureau Veritas, S.A., a societe anonyme organized under the laws of the French Republic (the "Parent"), Voice Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Bureau Veritas Holdings, Inc. ("Purchaser"), U.S. Laboratories Inc., a Delaware corporation (the "Company"), and Dickerson Wright, an individual (the "Principal"). RECITALS A. The Principal is a stockholder and employee of the Company. B. Concurrently with the execution and delivery hereof, the Parent, Purchaser and the Company are entering into an Agreement and Plan of Merger dated as of August 8, 2002 and such other transaction documents contemplated thereby (the "Merger Agreement") pursuant to which Purchaser will acquire all of the outstanding shares of common stock of the Company, including those of Principal, and will be merged with and into the Company with the Company continuing as the surviving corporation and an indirect wholly-owned subsidiary of the Parent. C. The Principal acknowledges and agrees that the Principal has executive, technical, managerial and sales expertise associated with the business and operations of the Company. In addition, the Principal has valuable business contacts with clients and potential clients of the Company. Because the Principal has the ability to compete with the Company in the operation of the business of the Company and with the Parent in the operation of its business and because Principal is selling all of his shares in the Company, the Parent, Purchaser and the Company desire that the Principal enter into this Agreement. D. The Principal has obtained the advice of his own counsel (and not the Company's nor the Parent's nor Purchaser's) in connection with negotiating and executing this Agreement. AGREEMENT NOW THEREFORE, the parties hereby agree as follows: 1. Defined Terms. Capitalized terms used herein without definition shall have the meanings ascribed to them in the Merger Agreement. For the purposes of this Agreement, the term "affiliate" means any person controlling, controlled by or under common control with any other person. 2. Covenant as to Unfair Competition. Until the later of the fifth anniversary of the Effective Time or (ii) the third anniversary of the date on which the Principal is no longer

employed by the Company, its successors or assigns or any other affiliate of the Parent or Purchaser (the "Restricted Period"), Principal shall not, as principal, proprietor, director, officer, partner, shareholder, employee, member, manager, consultant, agent, independent contractor or otherwise, for himself or on behalf of any other person or entity (except the Company, its successors or assigns or any affiliate of the Company, the Parent or Purchaser, in either case at the Company's request), directly or indirectly, engage in, or enter into, in any of the counties of the State of California listed in Schedule 1 hereto or anywhere else in the United States in which the Company operates or does business in (x) the business of engineering inspection and testing or (y) any other business conducted by the Company or any of its affiliates as of the date of such termination or expiration of employment of the Principal; provided that the direct or indirect ownership by Principal as an inactive investor of not more than five percent of the outstanding voting securities of an entity listed for trading on a national stock exchange or quoted on any nationally recognized automated quotation system shall not be deemed a violation of this Agreement.

employed by the Company, its successors or assigns or any other affiliate of the Parent or Purchaser (the "Restricted Period"), Principal shall not, as principal, proprietor, director, officer, partner, shareholder, employee, member, manager, consultant, agent, independent contractor or otherwise, for himself or on behalf of any other person or entity (except the Company, its successors or assigns or any affiliate of the Company, the Parent or Purchaser, in either case at the Company's request), directly or indirectly, engage in, or enter into, in any of the counties of the State of California listed in Schedule 1 hereto or anywhere else in the United States in which the Company operates or does business in (x) the business of engineering inspection and testing or (y) any other business conducted by the Company or any of its affiliates as of the date of such termination or expiration of employment of the Principal; provided that the direct or indirect ownership by Principal as an inactive investor of not more than five percent of the outstanding voting securities of an entity listed for trading on a national stock exchange or quoted on any nationally recognized automated quotation system shall not be deemed a violation of this Agreement. 3. No Disparagement. During the Restricted Period and thereafter, the Principal will not, and will use reasonable efforts to ensure that the Principal's attorneys, agents or other representatives do not, take any action or make or publish any statement, whether oral or written, which disparages in any way, directly or indirectly, the Company, the Parent or Purchaser or any of the present or former employees or directors of the Company, the Parent or Purchaser. 4. Injunctive Relief; Specific Performance. In view of the services which the Principal will perform, which services are special, unique, extraordinary and intellectual in character and which will place the Principal in a position of confidence and trust with the customers and employees of the Company and its affiliates and will provide to Principal access to confidential financial information, trade secrets, "know-how" and other confidential and proprietary information, the Principal expressly acknowledges that the restrictive covenants set forth in this Agreement are reasonable and are necessary to protect and maintain the proprietary and other legitimate business interests of Company and its affiliates and that the enforcement of such restrictive covenants will not prevent the Principal from earning a livelihood. The Principal further acknowledges that the remedy at law for any breach or threatened breach of this Agreement, if such breach or threatened breach is held by the court to exist, will be inadequate and, accordingly, that the Company and its affiliates shall, in addition to all other available remedies, be entitled to injunctive relief without being required to post bond or other security and without having to prove the inadequacy of the available remedies at law. The Principal waives trial by jury and agrees not to plead or defend on grounds of adequate remedy at law or any element thereof in an action by the Company and/or any affiliate against the Principal for injunctive relief or for specific performance of any obligation pursuant to this Agreement. The period of time during which the provisions of this Agreement shall apply shall be extended by the length of time during which the Principal is in breach of the terms of this Agreement. The Company shall provide to Principal notice of any such alleged breach as soon as practicable after the Company has reason to believe that a breach has occurred. 5. Severability. (a) If any of the provisions of this Agreement or portion thereof are held to be unenforceable for any reason, including but not limited to the duration of such provision, the 2

territory being covered thereby or the type of conduct restricted therein, the parties agree that the court is authorized and directed to modify the duration, geographic area and/or other terms of such provisions to the maximum benefit of the Company as permitted by law, and, as so modified, said provision shall then be enforceable. If the courts of any one or more jurisdictions hold such provisions wholly or partially unenforceable by reason of the scope thereof or otherwise, it is the intention of the parties hereto that such determination not bar or in any way affect the Company's right to the relief provided for herein in the courts of any other jurisdictions as to breaches or threatened breaches of such provisions in such other jurisdictions, the above provisions as they relate to each jurisdiction being, for this purpose, severable into diverse independent covenants. (b) For the purposes of this Agreement, the parties hereof agree and acknowledge that (i) the restrictions and remedies contained in this Agreement are reasonable as to time, geographic area and scope of activity and do not impose a greater restraint than is necessary to protect the goodwill and other legitimate business interests of the

territory being covered thereby or the type of conduct restricted therein, the parties agree that the court is authorized and directed to modify the duration, geographic area and/or other terms of such provisions to the maximum benefit of the Company as permitted by law, and, as so modified, said provision shall then be enforceable. If the courts of any one or more jurisdictions hold such provisions wholly or partially unenforceable by reason of the scope thereof or otherwise, it is the intention of the parties hereto that such determination not bar or in any way affect the Company's right to the relief provided for herein in the courts of any other jurisdictions as to breaches or threatened breaches of such provisions in such other jurisdictions, the above provisions as they relate to each jurisdiction being, for this purpose, severable into diverse independent covenants. (b) For the purposes of this Agreement, the parties hereof agree and acknowledge that (i) the restrictions and remedies contained in this Agreement are reasonable as to time, geographic area and scope of activity and do not impose a greater restraint than is necessary to protect the goodwill and other legitimate business interests of the Company, the Parent and Purchaser under the Merger Agreement, and (ii) the provisions and obligations of this Agreement are for and run to the benefit of the Parent, Purchaser, and the Company and its affiliates, as the "Surviving Corporation" upon merger of the Purchaser with and into the Company, with the terms, conditions and obligations hereof running to the Company and its affiliates as of and at the Effective Time. 6. Effectiveness. This Agreement shall only become effective at the time of the consummation of the Offer, as defined in the Merger Agreement. 7. Notices. All notices and other communications hereunder shall be in writing and shall be deemed duly given (a) on the date of delivery if delivered personally, (b) on the first Business Day following the date of dispatch if delivered by a nationally recognized next-day courier service, (c) on the sixth Business Day following the date of mailing if delivered by registered or certified mail, return receipt requested, postage prepaid or (d) if sent by facsimile transmission between the hours of 9:00 a.m. and 5:00 p.m. in the recipient party's time zone, with a copy mailed on the same day in the manner provided in (a) or (b) above, when transmitted. All notices hereunder shall be delivered as set forth below, or pursuant to such other instructions as may be designated in writing by the party to receive such notice: (a) if to Parent, Purchaser or the Company: c/o Bureau Veritas, S.A. 17 bis, Place des Reflets La Defense 2 92400 Courbevoie, France Attention: Francois Tardan and Anne-France Saugnac Fax: 011-331-4291-5488 3

With a copy to: Thelen Reid & Priest LLP 40 W. 57th Street New York, New York 10019 Attn: Burton K. Haimes, Esq. Telephone: (212) 603-2060 Fax: (212) 603-2001 (b) If to the Principal: Dickerson Wright 14175 Biscayne Place Poway, California 92064 Fax: (848) 487-4739 Telephone: (848) 487-4787 With copy to:

With a copy to: Thelen Reid & Priest LLP 40 W. 57th Street New York, New York 10019 Attn: Burton K. Haimes, Esq. Telephone: (212) 603-2060 Fax: (212) 603-2001 (b) If to the Principal: Dickerson Wright 14175 Biscayne Place Poway, California 92064 Fax: (848) 487-4739 Telephone: (848) 487-4787 With copy to: O'Melveny & Myers LLP Suite 100 114 Pacifica Irvine, California 92618 Attn: J. Jay Herron Fax: (949) 737-2300 8. Incorporation of Recitals. The Recitals to this Agreement are incorporated fully herein and shall be treated as an integral part of this Agreement. 9. Entire Agreement; Amendments and Waivers. This Agreement together with the Employment Agreement between the Company and the Principal constitute the complete, final and exclusive statement of the agreement among the parties pertaining to the subject matter hereof and thereof and supersede all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties with respect to such subject matter. No amendment, supplement, modification, rescission or waiver of this Agreement shall be binding unless executed in writing by the parties. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a continuing waiver unless otherwise expressly provided. The parties expressly acknowledge that they have not relied upon any prior agreements, understandings, negotiations and discussions, whether oral or written. 10. Assignment. The Principal agrees that the Parent, Purchaser or the Company may assign their respective rights and obligations under this Agreement to any successor-in-interest. Except as expressly provided in this paragraph, no party may assign its rights and obligations under this Agreement; and any attempt to do so shall be void. Subject to the foregoing, the rights 4

and obligations of the parties under this Agreement shall inure to the benefit of and be binding upon their respective successors and assigns. 11. Choice of Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to the conflict of laws principles thereof. 12. Captions. All Section titles or captions contained in this Agreement are for convenience only and shall not be deemed as part of this Agreement. 5

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. BUREAU VERITAS, S.A.

and obligations of the parties under this Agreement shall inure to the benefit of and be binding upon their respective successors and assigns. 11. Choice of Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to the conflict of laws principles thereof. 12. Captions. All Section titles or captions contained in this Agreement are for convenience only and shall not be deemed as part of this Agreement. 5

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. BUREAU VERITAS, S.A.
By: /s/ FRANK PIEDELIEVRE ----------------------------------------Name: Frank Piedelievre Title: President and Chief Executive Officer

VOICE ACQUISITION CORP.
By: /s/ FRANK PIEDELIEVRE ----------------------------------------Name: Frank Piedelievre Title: President

THE COMPANY
By: /s/ MARYJO O'BRIEN ----------------------------------------Name: MaryJo O'Brien --------------------------------------Title: Vice President -------------------------------------/s/ DICKERSON WRIGHT -------------------------------------------Dickerson Wright, an individual

Schedule 1 List of California Counties Alameda Alpine Amador Butte Calaveras Colusa Contra Costa Del Norte El Dorado Fresno Glenn Orange Placer Plumas Riverside Sacramento San Benito San Bernardino San Diego San Francisco San Joaquin San Luis Obispo

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. BUREAU VERITAS, S.A.
By: /s/ FRANK PIEDELIEVRE ----------------------------------------Name: Frank Piedelievre Title: President and Chief Executive Officer

VOICE ACQUISITION CORP.
By: /s/ FRANK PIEDELIEVRE ----------------------------------------Name: Frank Piedelievre Title: President

THE COMPANY
By: /s/ MARYJO O'BRIEN ----------------------------------------Name: MaryJo O'Brien --------------------------------------Title: Vice President -------------------------------------/s/ DICKERSON WRIGHT -------------------------------------------Dickerson Wright, an individual

Schedule 1 List of California Counties Alameda Alpine Amador Butte Calaveras Colusa Contra Costa Del Norte El Dorado Fresno Glenn Humboldt Imperial Inyo Kern Kings Lake Lassen Los Angeles Madera Marin Mariposa Mendocino Merced Modoc Mono Monterey Orange Placer Plumas Riverside Sacramento San Benito San Bernardino San Diego San Francisco San Joaquin San Luis Obispo San Mateo Santa Barbara Santa Clara Santa Cruz Shasta Sierra Siskiyou Solano Sonoma Stanislaus Sutter Tehama Trinity Tulare Tuolumne Ventura

Schedule 1 List of California Counties Alameda Alpine Amador Butte Calaveras Colusa Contra Costa Del Norte El Dorado Fresno Glenn Humboldt Imperial Inyo Kern Kings Lake Lassen Los Angeles Madera Marin Mariposa Mendocino Merced Modoc Mono Monterey Napa Nevada Orange Placer Plumas Riverside Sacramento San Benito San Bernardino San Diego San Francisco San Joaquin San Luis Obispo San Mateo Santa Barbara Santa Clara Santa Cruz Shasta Sierra Siskiyou Solano Sonoma Stanislaus Sutter Tehama Trinity Tulare Tuolumne Ventura Yolo Yuba

Exhibit (d)(6) EMPLOYMENT AGREEMENT THIS AGREEMENT is made as of August 8, 2002 between U.S. LABORATORIES INC., a Delaware corporation ("Company"), and DICKERSON WRIGHT, a resident of California ("Executive") to be effective as of the Effective Time. RECITALS A. Executive is presently employed by Company as its Chief Executive Officer. B. Company, Bureau Veritas, S.A., a societe anonyme organized under the laws of the French Republic ("Parent"), and Voice Acquisition Corp., a Delaware corporation and an indirect wholly-owned subsidiary of Parent ("Purchaser"), are parties to that certain Agreement and Plan of Merger dated as of August 8, 2002 (the "Merger Agreement") providing for the acquisition by Parent of Company. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Merger Agreement. Parent together with its Affiliates are collectively referred to as the "BV Group." C. This Agreement is one of the employment agreements contemplated by the Merger Agreement to be entered into by Company and certain executives of Company. NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows: 1. Employment. On the terms and subject to the conditions hereof, Company hereby employs Executive for the term (the "Term") commencing at the Effective Time and, unless earlier terminated pursuant to the terms hereof, ending on December 31, 2005, and Executive hereby accepts such employment. For purposes of this

Exhibit (d)(6) EMPLOYMENT AGREEMENT THIS AGREEMENT is made as of August 8, 2002 between U.S. LABORATORIES INC., a Delaware corporation ("Company"), and DICKERSON WRIGHT, a resident of California ("Executive") to be effective as of the Effective Time. RECITALS A. Executive is presently employed by Company as its Chief Executive Officer. B. Company, Bureau Veritas, S.A., a societe anonyme organized under the laws of the French Republic ("Parent"), and Voice Acquisition Corp., a Delaware corporation and an indirect wholly-owned subsidiary of Parent ("Purchaser"), are parties to that certain Agreement and Plan of Merger dated as of August 8, 2002 (the "Merger Agreement") providing for the acquisition by Parent of Company. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Merger Agreement. Parent together with its Affiliates are collectively referred to as the "BV Group." C. This Agreement is one of the employment agreements contemplated by the Merger Agreement to be entered into by Company and certain executives of Company. NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows: 1. Employment. On the terms and subject to the conditions hereof, Company hereby employs Executive for the term (the "Term") commencing at the Effective Time and, unless earlier terminated pursuant to the terms hereof, ending on December 31, 2005, and Executive hereby accepts such employment. For purposes of this Agreement, the "Effective Time" shall be consummation of the Offer, as defined in the Merger Agreement. During the Term, Executive shall devote his entire and exclusive working time, energy and skills to such employment and shall not render any services of a business, commercial or professional nature to any person or organization other than Company or its subsidiaries or be engaged in any other business activity, without the prior written consent of the Board of Directors of Company. Executive may make and manage personal business investments of Executive's choice and serve in any capacity with any civic, educational or charitable organization without seeking or obtaining approval by the Board of Directors; provided that such activities and services do not interfere or conflict with the performance of duties hereunder or create any conflict of interest with such duties. 2. Duties, Offices. 2.1 Executive shall serve as Chief Executive Officer, President and one of the directors of Company and will, under the direction of the Board of Directors of Company and in accordance with the policies of Parent in effect from time to time (the "Policies"), faithfully and to the best of his ability perform the duties of Chief Executive Officer and President. In such capacity, Executive shall have primary responsibility for overseeing the business affairs of Company and its subsidiaries and shall perform such executive duties as are generally associated with the positions of Chief Executive Officer and President. Executive shall have such

additional duties of an executive nature with respect to other segments of the business of the BV Group in the United States engaged in the same or related fields as Company is engaged in, as well as such other duties of an executive nature, as the Board of Directors of the Company may from time to time assign to Executive. It is understood that the principal executive offices of Company are contemplated to be relocated to the East Coast of the United States as promptly as reasonably practicable after the Effective Time. Executive shall provide his services from such location and from such other locations as may be necessary for Executive to fulfill his obligations hereunder as Chief Executive Officer and President of Company, it being understood that his duties hereunder also will involve extensive travel. Executive will report to the Board of Directors of Company, and it is currently contemplated that Executive will also report to the Chief Executive Officer of Parent.

additional duties of an executive nature with respect to other segments of the business of the BV Group in the United States engaged in the same or related fields as Company is engaged in, as well as such other duties of an executive nature, as the Board of Directors of the Company may from time to time assign to Executive. It is understood that the principal executive offices of Company are contemplated to be relocated to the East Coast of the United States as promptly as reasonably practicable after the Effective Time. Executive shall provide his services from such location and from such other locations as may be necessary for Executive to fulfill his obligations hereunder as Chief Executive Officer and President of Company, it being understood that his duties hereunder also will involve extensive travel. Executive will report to the Board of Directors of Company, and it is currently contemplated that Executive will also report to the Chief Executive Officer of Parent. 2.2 Executive shall serve without additional compensation, if elected or appointed thereto, in one or more offices or as a director of any member of the BV Group as the Board of Directors of any member of the BV Group may require. 3. Compensation And Benefits. During the Term, Executive shall be entitled, subject to applicable federal, state and local withholding obligations, to the following: 3.1 Through December 31, 2002, continuation of his base salary at the same rate as currently in effect which is a salary at the annual rate of Three Hundred Thousand Dollars ($300,000) and from January 1, 2003 through December 31, 2003, a base salary at the annual rate of Four Hundred Thousand Dollars ($400,000), subject to annual increase thereafter at the discretion of the Board of Directors of Company, but in no event less than the annual increase in the Consumer Price Index for Urban Wage Earners and Clerical Workers--U.S. City Average (the "Base Salary"). The Base Salary shall be paid to Executive in installments in accordance with the payroll procedures of Company as in effect from time to time. 3.2 Commencing in respect of 2003, a bonus of up to 70% of Base Salary determined in accordance with Parent policy for the award of such bonuses. The bonus shall consist of four components weighted as follows: 20% shall be based on achievement of BV Group financial results, 30% on achievement of Company financial results, 20% on implementation of specific goals and 30% on Executive achieving personal objectives. The financial results, goals and objectives shall be determined by Parent in consultation with Executive at the commencement of calendar year 2003 and annually thereafter. The bonus in respect of any calendar year shall be payable promptly after completion of the audited financial statements of Parent and its subsidiaries for such year. 3.3 Participation, to the extent Executive meets all eligibility requirements, in all United States employee benefit plans maintained by Company and made available to other senior executive officers of Company employed in the United States, including, but not limited to, group hospitalization, medical and disability plans, life insurance plans, and retirement plans. 3.4 Reimbursement for reasonable and necessary expenses incurred by Executive in the performance of his duties hereunder and approved by Company, including, but not limited to, expenses for entertainment, travel, meals, hotel accommodations, professional seminars and business telephone expenses, subject to the submission by Executive of the 2

documentation necessary to support the deductibility of such expenses by Company on its federal and state income tax returns, in such form as Company may from time to time require. 3.5 Executive shall be entitled to four (4) weeks of vacation during each calendar year. Vacations may be taken in accordance with the Company's standard vacation policies in effect relating to senior executive employees employed in the United States. If Executive fails to use any vacation accrued during the calendar year, Executive may carryover such vacation into the following calendar year. However, Executive will not accrue any additional vacation time in that following calendar year until Executive has used the previously accrued vacation time. The Company will not compensate Executive for accrued, but unused, vacation time that remains at the end of a calendar year. Executive shall be entitled to such holidays as are made available to executive employees of Company employed in the United States.

documentation necessary to support the deductibility of such expenses by Company on its federal and state income tax returns, in such form as Company may from time to time require. 3.5 Executive shall be entitled to four (4) weeks of vacation during each calendar year. Vacations may be taken in accordance with the Company's standard vacation policies in effect relating to senior executive employees employed in the United States. If Executive fails to use any vacation accrued during the calendar year, Executive may carryover such vacation into the following calendar year. However, Executive will not accrue any additional vacation time in that following calendar year until Executive has used the previously accrued vacation time. The Company will not compensate Executive for accrued, but unused, vacation time that remains at the end of a calendar year. Executive shall be entitled to such holidays as are made available to executive employees of Company employed in the United States. 3.6 The Company will continue to pay all expenses associated with the lease and operation of the 2002 BMW X-5 SUV currently in use by Executive. The Company will pay all expenses associated with the lease and operation by Executive of a comparable vehicle at the conclusion of the lease term. Executive shall, at his option, assume the lease of the 2001 Lexus LX470 currently used by Executive's spouse, or return the vehicle and cancel the lease. The Company will pay any fees incurred if Executive elects to cancel the Lexus lease. 3.7 The grant of a stock option ("Option") to purchase that number of shares of capital stock of Parent having an aggregate exercise price of $1,000,000. The Option shall be awarded pursuant to the terms, and subject to the conditions, of the Parent Stock Option Plan of 2003 and related Share Repurchase Agreement. 4. Termination. 4.1 Termination on Death, Disability, For Cause and Otherwise. The employment of Executive hereunder shall terminate prior to December 31, 2005 immediately upon the happening of any of the following: 4.1.1 the death of Executive; 4.1.2 the Disability of Executive; Executive being deemed to have a "Disability" if Executive shall be unable, by virtue of illness or physical or mental disability or incapacity to perform Executive's essential job functions hereunder, whether with or without reasonable accommodations in substantially the manner and to the extent required hereunder prior to the commencement of such disability for a total period of ninety (90) days, whether or not such days are consecutive, during any consecutive twelve (12) month period; 4.1.3 the termination of this Agreement by Company for Cause; "Cause" meaning: 4.1.3.1 the inability of Executive to perform his duties because of the entry against Executive of an injunction, restraining order or other type of judicial judgment, decree or order 3

which would prevent or hinder Executive from performing his duties; 4.1.3.2 Executive's material default or other material breach of his obligations under this Agreement, other than as a result of Disability; provided that the Company has first given Executive written notice and a reasonable opportunity of not less than 15 days to cure the condition giving rise to the alleged breach; 4.1.3.3 (a) misconduct, dishonesty or insubordination; (b) use of illegal drugs or abuse of alcohol such as to interfere with the performance of Executive's obligations hereunder; (c) excessive absenteeism or material or serious neglect of his duties hereunder; (d) conviction of or plea of guilty or nolo contendre to a felony or crime involving moral turpitude, dishonesty, theft or fraud; or (e) material failure by Executive to comply with applicable laws or governmental regulations with respect to Company operations or the performance of Executive's duties;
4.1.3.4 aiding a competitor of Company to the detriment of Company; or

which would prevent or hinder Executive from performing his duties; 4.1.3.2 Executive's material default or other material breach of his obligations under this Agreement, other than as a result of Disability; provided that the Company has first given Executive written notice and a reasonable opportunity of not less than 15 days to cure the condition giving rise to the alleged breach; 4.1.3.3 (a) misconduct, dishonesty or insubordination; (b) use of illegal drugs or abuse of alcohol such as to interfere with the performance of Executive's obligations hereunder; (c) excessive absenteeism or material or serious neglect of his duties hereunder; (d) conviction of or plea of guilty or nolo contendre to a felony or crime involving moral turpitude, dishonesty, theft or fraud; or (e) material failure by Executive to comply with applicable laws or governmental regulations with respect to Company operations or the performance of Executive's duties;
4.1.3.4 aiding a competitor of Company to the detriment of Company; or 4.1.3.5 Executive's wilfull failure or refusal to perform his

responsibilities hereunder, which failure is not cured within 15 days after written notice; or 4.1.4 the termination of this Agreement by Company at Company's election (subject to the provisions of Section 5.4) for reasons other than death, Disability or Cause. 4.2 Termination For Good Reason. Executive may terminate his employment hereunder during the Term for Good Reason. At least thirty (30) days prior to any termination for Good Reason, Executive shall deliver to Company a notice of termination which sets forth the provision or provisions of this Section 4.2 relied upon by Executive as the basis for asserting a termination for Good Reason. For purposes of this Agreement, "Good Reason" shall mean the occurrence of one or more of the following circumstances, without Executive's express written consent, which are not remedied by Company within thirty (30) days after receipt of Executive's notice of termination: 4.2.1 an assignment to Executive of any duties materially inconsistent with his positions, duties, responsibilities and status with Company or any material limitation of the powers of Executive not consistent with the powers of Executive contemplated by Section 2;
4.2.2 to time; a reduction in Executive's Base Salary as in effect from time

4

4.2.3

the failure of Company to continue to maintain Executive as

(a) its President and Chief Executive Officer and (b) as a member of its Board of Directors at all times for so long as he shall serve as Chief Executive Officer of Company; 4.2.4 any other material breach by Company of its obligations under this Agreement; or 4.2.5 a Change of Control. A "Change of Control" means: (i) the consummation of the acquisition by a third party which is not an affiliate of Company of more than 50% of the outstanding voting securities of Company (other than the acquisition contemplated pursuant to the Merger Agreement), (ii) the consummation of a merger, consolidation or other reorganization of Company (other than the merger contemplated by the Merger Agreement or a simple reincorporation of Company in another jurisdiction) if after giving effect to such merger, consolidation or other reorganization of Company, the stockholders of Company immediately prior to such merger, consolidation or other reorganization do not represent more than 50% of the voting securities (on a fully diluted basis) of the

4.2.3

the failure of Company to continue to maintain Executive as

(a) its President and Chief Executive Officer and (b) as a member of its Board of Directors at all times for so long as he shall serve as Chief Executive Officer of Company; 4.2.4 any other material breach by Company of its obligations under this Agreement; or 4.2.5 a Change of Control. A "Change of Control" means: (i) the consummation of the acquisition by a third party which is not an affiliate of Company of more than 50% of the outstanding voting securities of Company (other than the acquisition contemplated pursuant to the Merger Agreement), (ii) the consummation of a merger, consolidation or other reorganization of Company (other than the merger contemplated by the Merger Agreement or a simple reincorporation of Company in another jurisdiction) if after giving effect to such merger, consolidation or other reorganization of Company, the stockholders of Company immediately prior to such merger, consolidation or other reorganization do not represent more than 50% of the voting securities (on a fully diluted basis) of the surviving or resulting entity after such merger, consolidation or other reorganization, or (iii) the sale of all or substantially all of the assets of Company to a third party which is not an affiliate of Company. 5. Payments Following Termination. 5.1 Death. If Executive's employment is terminated as a result of his death, then, in lieu of any other compensation hereunder, Company shall pay to Executive's estate the Base Salary which would otherwise be payable to Executive up to the end of the month in which Executive's death occurs, a pro rata portion of his bonus for such year based on the number of days of Executive's employment during such year, accrued and unpaid vacation time up to the date of death and any reimbursable expenses owed to Executive hereunder as of the date of death. The bonus shall be payable promptly after completion of the audited financial statements of Parent and its subsidiaries for such year. In addition, the Option and any other option granted to Executive shall continue to be exercisable as and to the extent provided for in the Option Plan. 5.2 Disability. If Executive's employment is terminated as a result of Disability, then, in lieu of any other compensation hereunder, Company shall pay to Executive the Base Salary which would otherwise be payable to Executive up to the date of termination, a pro rata share of his bonus for such year based on the number of days of Executive's employment during such year, accrued and unpaid vacation time up to the date of termination and any reimbursable expenses owed to Executive hereunder as of the date of Disability. The bonus shall be payable promptly after completion of the audited financial statements of Parent and its subsidiaries for such year. In addition, the Option and any other option granted to Executive may continue to be exercisable, if at all, to the extent provided for in the Option Plan. 5.3 Termination By Company For Cause or by Executive Other than for Good Reason. If Executive's employment is terminated for Cause or by the Executive (other than for 5

Good Reason), then Company shall pay to Executive the Base Salary which would otherwise be payable to Executive up to the date of termination, any reimbursable expenses owed to Executive and accrued and unpaid vacation time up to the date of termination and Executive shall not be entitled to any bonus payment pursuant to Section 3.2, to exercise any portion of the Option, whether or not then vested, or to any other compensation hereunder. 5.4 Termination by Company Without Cause or by Executive With Good Reason. If Executive's employment hereunder is terminated by Company pursuant to Section 4.1.4 or by Executive for Good Reason, then, in lieu of any other compensation hereunder: 5.4.1 Company shall pay to Executive the Base Salary payable through the end of the Term (i.e. through December 31, 2005), a pro rata share of the bonus for the year in which termination occurs based on the number of days Executive's employment continued during such year (such bonus being payable promptly after completion

Good Reason), then Company shall pay to Executive the Base Salary which would otherwise be payable to Executive up to the date of termination, any reimbursable expenses owed to Executive and accrued and unpaid vacation time up to the date of termination and Executive shall not be entitled to any bonus payment pursuant to Section 3.2, to exercise any portion of the Option, whether or not then vested, or to any other compensation hereunder. 5.4 Termination by Company Without Cause or by Executive With Good Reason. If Executive's employment hereunder is terminated by Company pursuant to Section 4.1.4 or by Executive for Good Reason, then, in lieu of any other compensation hereunder: 5.4.1 Company shall pay to Executive the Base Salary payable through the end of the Term (i.e. through December 31, 2005), a pro rata share of the bonus for the year in which termination occurs based on the number of days Executive's employment continued during such year (such bonus being payable promptly after completion of the audited financial statements of Parent and its subsidiaries for such year), any reimbursable expenses owed to Executive and accrued and unpaid vacation time through the date of termination; 5.4.2 any unexercised portion of the Option, vested or unvested, and any other option granted to Executive shall terminate as provided for in the Option Plan; 5.4.3 provided that Executive timely elects continuation of medical, dental and vision coverage for himself and his eligible dependents, the Company shall pay all COBRA premiums for a period of eighteen months or until December 31, 2005, whichever is earlier. 5.4.4 if the Company terminates this Agreement without Cause prior to January 1, 2003, then the Company will cause the Escrow Agent, as such term is defined in that certain Contingent Payment Agreement dated the date hereof among Bureau Veritas Holdings, Inc., a Delaware corporation, Purchaser and Executive (the "CP Agreement"), to release to Executive in its entirety the $5 million escrow fund deposited by Purchaser with the Escrow Agent in connection with the purchase of Executive's shares as provided for in the CP Agreement. 6. Confidentiality; Unfair Competition. 6.1 Executive recognizes and acknowledges that the business of Company is highly competitive and that during the course of his employment he will have access to significant proprietary and confidential information belonging to Company and the BV Group. Executive therefore covenants and agrees, for the duration of this Agreement and at all times following its termination, that he will not use (other than in furtherance of Company's business interests during the Term) or disclose any confidential proprietary information of Company or any member of the BV Group, including, but not limited to patents, patent rights, inventions and intellectual property rights, techniques, know-how, trade secrets, software, technical designs, trademarks, trademark rights, tradenames, tradename rights, copyrights, customer and supplier lists, manufacturing processes, business plans, strategic plans, marketing information and other 6

business and financial information of or related to Company or members of the BV Group. Executive shall retain all such Information in trust for the sole benefit of Company. The obligations of Executive under this Section 6.1 shall not apply to any information which (a) was part of the public domain prior to the date of this Agreement other than as a result of unauthorized disclosure by Executive, (b) becomes part of the public domain by reason of disclosure by some third person who did not acquire the information from Executive, or (c) becomes part of the public domain by reason of disclosure by Executive where such disclosure is made during the Term in furtherance of Company's business interests. 6.2 Executive acknowledges and confirms his obligations under the Unfair Competition Agreement, including without limitation the obligation not to compete with Parent and its Affiliates as provided pursuant to Section 2 thereof. Such provision provides that: "Until the later of (i) the fifth anniversary of the Effective Time or (ii) the third anniversary of the date on which the Principal is no longer employed by the Company, its successors

business and financial information of or related to Company or members of the BV Group. Executive shall retain all such Information in trust for the sole benefit of Company. The obligations of Executive under this Section 6.1 shall not apply to any information which (a) was part of the public domain prior to the date of this Agreement other than as a result of unauthorized disclosure by Executive, (b) becomes part of the public domain by reason of disclosure by some third person who did not acquire the information from Executive, or (c) becomes part of the public domain by reason of disclosure by Executive where such disclosure is made during the Term in furtherance of Company's business interests. 6.2 Executive acknowledges and confirms his obligations under the Unfair Competition Agreement, including without limitation the obligation not to compete with Parent and its Affiliates as provided pursuant to Section 2 thereof. Such provision provides that: "Until the later of (i) the fifth anniversary of the Effective Time or (ii) the third anniversary of the date on which the Principal is no longer employed by the Company, its successors or assigns or any other affiliate of the Parent or Purchaser (the "Restricted Period"), Principal shall not, as principal, proprietor, director, officer, partner, shareholder, employee, member, manager, consultant, agent, independent contractor or otherwise, for himself or on behalf of any other person or entity (except the Company, its successors or assigns or any affiliate of the Company, the Parent or Purchaser, in either case at the Company's request), directly or indirectly, engage in, or enter into, in any of the counties of the State of California listed in Schedule 1 hereto or anywhere else in the United States in which the Company operates or does business in (x) the business of engineering inspection and testing or (y) any other business conducted by the Company or any of its affiliates as of the date of such termination or expiration of employment of the Principal; provided that the direct or indirect ownership by Principal as an inactive investor of not more than five percent of the outstanding voting securities of an entity listed for trading on a national stock exchange or quoted on any nationally recognized automated quotation system shall not be deemed a violation of the provisions of this Agreement." 6.3 Executive agrees until the later of (a) the fifth anniversary of the Effective Time or (b) the third anniversary of the date on which Executive is no longer employed by Company or any other member of the BV Group for any reason whatsoever, Executive shall not, as principal, proprietor, director, officer, partner, shareholder, employee, member, manager, consultant, agent, independent contractor or otherwise, for himself or on behalf of any other person or entity (except Company or an affiliate of Company, in either case at Company's request), directly or indirectly: 6.3.1 approach, solicit or accept business from, or otherwise do business or communicate in any way with any Customer at the time (except to the extent necessary solely to ascertain whether such person or entity is a Customer as 7

defined herein) in connection with (i) engineering inspection and testing services and related businesses or (ii) any other product or service similar to any provided by Company or any other member of the BV Group at the time of such termination or expiration; 6.3.2 approach, counsel or attempt to induce any person who is then in the employ of Company or its affiliates to leave the employ of Company or its U.S. Affiliates; or 6.3.3 aid, assist or counsel any other person, firm or corporation to do any of the above. As used in this Section 6.3, "Customer" means (a) any person who was a customer of Company or of any other member of the BV Group at any time during the two-year period prior to the date of termination or expiration of Executive's employment or (b) any prospective customer to whom, during the two-year period prior to the date of termination or expiration of Executive's employment, (i) Company or any member of the BV Group had made a written offer of services or (ii) Executive had personally made an offer of services. 6.4 Executive shall not, at any time during the Term or thereafter, disrupt, disparage, impair or interfere with the business of Company or any other member of the BV Group, whether by way of disrupting its relationships with customers, agents, representatives or vendors, disparaging or diminishing the reputation of such Company or

defined herein) in connection with (i) engineering inspection and testing services and related businesses or (ii) any other product or service similar to any provided by Company or any other member of the BV Group at the time of such termination or expiration; 6.3.2 approach, counsel or attempt to induce any person who is then in the employ of Company or its affiliates to leave the employ of Company or its U.S. Affiliates; or 6.3.3 aid, assist or counsel any other person, firm or corporation to do any of the above. As used in this Section 6.3, "Customer" means (a) any person who was a customer of Company or of any other member of the BV Group at any time during the two-year period prior to the date of termination or expiration of Executive's employment or (b) any prospective customer to whom, during the two-year period prior to the date of termination or expiration of Executive's employment, (i) Company or any member of the BV Group had made a written offer of services or (ii) Executive had personally made an offer of services. 6.4 Executive shall not, at any time during the Term or thereafter, disrupt, disparage, impair or interfere with the business of Company or any other member of the BV Group, whether by way of disrupting its relationships with customers, agents, representatives or vendors, disparaging or diminishing the reputation of such Company or other member of the BV Group or otherwise. 6.5 All written materials, records and documents made by Executive or coming into Executive's possession during the Term or thereafter concerning the business or affairs of Company or any other member of the BV Group, together with all intellectual and industrial property rights attached thereto shall be the sole property of Company and its affiliates; and, upon termination of Executive's employment or at the request of Company at any time during Executive's employment, Executive shall promptly deliver the same to Company or any other member of the BV Group designated by it. Executive shall render to Company or to any other member of the BV Group designated by it such reports of the activities undertaken by Executive or conducted under Executive's direction pursuant hereto during the Term as such company may reasonably request. 6.6 Executive hereby agrees that any and all improvements, inventions, discoveries, developments, creations, formulae, processes, methods, designs and works of authorship, and any documents, things, or information relating thereto, whether patentable or not (individually and collectively, "Work Product") within the scope of or pertinent to any field of business or research in which Company or any other member of the BV Group is engaged or is considering engaging, which Executive may conceive or make, or may have conceived or made during Executive's employment with Company, whether before or after the date hereof and whether alone or with others, at any time during or outside of normal working hours, and all intellectual property rights attached thereto shall be and remain the sole and exclusive property of Company. Company shall have the full right to use, assign, license or transfer all rights to or relating to Work Product. Executive shall, whenever requested to do so by Company (whether 8

during Executive's employment or thereafter), at Company's expense, execute any and all applications, assignments, or other instruments, and do all other things (including giving testimony in any legal proceeding) which Company may deem necessary or appropriate in order to (a) apply for, obtain, maintain, enforce, or defend letters patent or copyright registrations of the United States or any other country for any Work Product, or (b) assign, transfer, convey, or otherwise make available to Company and its affiliates any right, title or interest which Executive might otherwise have in any Work Product. Executive shall promptly communicate, disclose, and, upon request, report upon and deliver all Work Product to Company, and shall not use or permit any Work Product to be used for any purpose other than on behalf of Company and its affiliates, whether during Executive's employment or thereafter. 6.7 In view of the services which Executive will perform, which services are special, unique, extraordinary and intellectual in character and which will place Executive in a position of confidence and trust with the customers and employees of Company and its Affiliates and will provide to Executive access to confidential financial information, trade secrets, "know-how" and other confidential and proprietary information Executive expressly acknowledges that the restrictive covenants set forth in this

during Executive's employment or thereafter), at Company's expense, execute any and all applications, assignments, or other instruments, and do all other things (including giving testimony in any legal proceeding) which Company may deem necessary or appropriate in order to (a) apply for, obtain, maintain, enforce, or defend letters patent or copyright registrations of the United States or any other country for any Work Product, or (b) assign, transfer, convey, or otherwise make available to Company and its affiliates any right, title or interest which Executive might otherwise have in any Work Product. Executive shall promptly communicate, disclose, and, upon request, report upon and deliver all Work Product to Company, and shall not use or permit any Work Product to be used for any purpose other than on behalf of Company and its affiliates, whether during Executive's employment or thereafter. 6.7 In view of the services which Executive will perform, which services are special, unique, extraordinary and intellectual in character and which will place Executive in a position of confidence and trust with the customers and employees of Company and its Affiliates and will provide to Executive access to confidential financial information, trade secrets, "know-how" and other confidential and proprietary information Executive expressly acknowledges that the restrictive covenants set forth in this Section 6 are reasonable and are necessary to protect and maintain the proprietary and other legitimate business interests of Company and its Affiliates and that the enforcement of such restrictive covenants will not prevent Executive from earning a livelihood. Executive further acknowledges that the remedy at law for any breach or threatened breach of this Section 6, if such breach or threatened breach is held by the court to exist, will be inadequate and, accordingly, that Company and its Affiliates shall, in addition to all other available remedies, be entitled to injunctive relief without being required to post bond or other security and without having to prove the inadequacy of the available remedies at law. Executive waives trial by jury and agrees not to plead or defend on grounds of adequate remedy at law or any element thereof in an action by Company and/or any Affiliate against Executive for injunctive relief or for specific performance of any obligation pursuant to this Agreement. The period of time during which the provisions of Section 6 shall apply shall be extended by the length of time during which Executive is in breach of the terms of this Section 6. Company shall provide to Executive notice of any such alleged breach as soon as practicable after Company has reason to believe that a breach has occurred. 6.8 If any portion of the provisions of Section 6 is held to be unenforceable for any reason, including but not limited to the duration of such provision, the territory being covered thereby or the type of conduct restricted therein, the parties agree that the court is authorized and directed to modify the duration, geographic area and/or other terms of such provisions to the maximum benefit of Company as permitted by law, and, as so modified, said provision shall then be enforceable. If the courts of any one or more jurisdictions hold such provisions wholly or partially unenforceable by reason of the scope thereof or otherwise, it is the intention of the parties hereto that such determination not bar or in any way affect Company's right to the relief provided for herein in the courts of any other jurisdictions as to breaches or threatened breaches of such provisions in such other jurisdictions, the above provisions as they relate to each jurisdiction being, for this purpose, severable into diverse independent covenants. 7. Indemnity. 9

7.1 Company shall indemnify and hold Executive harmless, to the maximum extent permitted by law and by the Certificate of Incorporation and/or the Bylaws of Company, against judgments, fines, amounts paid in settlement of and reasonable expenses incurred by Executive in connection with the defense of any action or proceeding (or any appeal therefrom) in which Executive is a party by reason of his position as an executive officer and director of the Company or for any acts or omissions made in good faith in the performance of any of the duties of Executive as an officer or director of Company. 7.2 To the extent that Company maintains officers' and directors' liability insurance, Executive will be covered under such policy. 8. Miscellaneous. 8.1 Notices. All notices, demands or other communications required or provided hereunder shall be in writing

7.1 Company shall indemnify and hold Executive harmless, to the maximum extent permitted by law and by the Certificate of Incorporation and/or the Bylaws of Company, against judgments, fines, amounts paid in settlement of and reasonable expenses incurred by Executive in connection with the defense of any action or proceeding (or any appeal therefrom) in which Executive is a party by reason of his position as an executive officer and director of the Company or for any acts or omissions made in good faith in the performance of any of the duties of Executive as an officer or director of Company. 7.2 To the extent that Company maintains officers' and directors' liability insurance, Executive will be covered under such policy. 8. Miscellaneous. 8.1 Notices. All notices, demands or other communications required or provided hereunder shall be in writing and shall be deemed to have been given and received when delivered in person or transmitted by facsimile transmission to the respective parties, or five (5) days after dispatch by certified mail, postage prepaid, addressed to the parties at the addresses set forth below or at such other addresses as such parties may designate by notice to the other parties, in accordance with the provisions of this Section 8.1:
If to Company: U.S. Laboratories Inc. c/o Bureau Veritas, S.A. 17 bis, Place des Reflets La Defense 2 92400 Courbevoie, France Attention: Francois Tardan and Anne-France Saugnac Telecopier: 011-33-1-91-52-92 Thelen Reid & Priest LLP 40 West 57th Street New York, NY 10019 Attention: Burton K. Haimes Telecopier: (212) 603-2001 Mr. Dickerson Wright 14175 Biscayne Place Poway, California 92064 Telecopier: (848) 487-4739 Telephone: (848) 487-4787 O'Melveny & Myers LLP 114 Pacifica, Suite 100 Irvine, California 92618 Attention: Jay Herron Telecopier: (949) 737-2300

with a copy to:

If to Executive:

with a copy to:

10

8.2 Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of Delaware without giving effect to conflict of laws principles thereof. 8.3 Severability. If any provision of this Agreement is held invalid or unenforceable, the remainder shall nevertheless remain in full force and effect. If any provision is held invalid or unenforceable with respect to particular circumstances, it shall nevertheless remain in full force and effect in all other circumstances. 8.4 Entire Agreement. This Agreement together with the Unfair Competition Agreement represent the entire understanding of the parties with respect to the subject matter hereof and thereof and supersede and replace in their entireties all prior agreements and understandings, oral or written, between the parties hereto with respect to the subject matter hereof and thereof, including that certain Employment Agreement dated as of May 30, 1998

8.2 Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of Delaware without giving effect to conflict of laws principles thereof. 8.3 Severability. If any provision of this Agreement is held invalid or unenforceable, the remainder shall nevertheless remain in full force and effect. If any provision is held invalid or unenforceable with respect to particular circumstances, it shall nevertheless remain in full force and effect in all other circumstances. 8.4 Entire Agreement. This Agreement together with the Unfair Competition Agreement represent the entire understanding of the parties with respect to the subject matter hereof and thereof and supersede and replace in their entireties all prior agreements and understandings, oral or written, between the parties hereto with respect to the subject matter hereof and thereof, including that certain Employment Agreement dated as of May 30, 1998 among the parties hereto. No other representations, promises, agreements or understandings regarding the subject matter hereof shall be of any force or effect unless in writing, executed by the party to be bound, and dated subsequent to the date hereof. 8.5 Mergers and Consolidation; Assignability. Subject to the right of Executive to terminate this Agreement for Good Reason pursuant to Section 4.2.5, if Company, or any Successor Company, as defined in this Section 8.5, shall at any time be merged or consolidated into or with any other corporation or corporations, or if substantially all of the assets of Company or any such Successor Company shall be sold or otherwise transferred to another corporation, the provisions of this Agreement shall be binding upon and shall inure to the benefit of the continuing corporation or the corporation resulting from such merger or consolidation or the corporation to which such assets shall be sold or transferred ("Successor Company") and any such assignment of this Agreement shall be binding upon, and this Agreement shall continue to inure to the benefit of, Executive. This Agreement may be assigned without Executive's consent to any member of the BV Group in connection with the underwritten public offering of the securities of such member. Without Executive's prior written consent, except as provided in the two foregoing sentences, this Agreement shall not be assignable by Company or by any Successor Company. This Agreement shall not be assignable by Executive. 8.6 Amendment. This Agreement may not be canceled, changed, modified, or amended orally, and no cancellation, change, modification or amendment hereof shall be effective or binding unless in a written instrument signed by Company and Executive. A provision of this Agreement may be waived only by a written instrument signed by the party against whom or which enforcement of such waiver is sought. 8.7 No Waiver. The failure at any time either of Company or Executive to require the performance by the other of any provision of this Agreement shall in no way affect the full right of such party to require such performance at any time thereafter, nor shall the waiver by either Company or Executive of any breach of any provision of this Agreement be taken or held to constitute a waiver of any succeeding breach of such or any other provision of this Agreement. 11

8.8 Execution. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 8.9 Headings. The headings contained in this Agreement are for reference purposes only, and shall not affect the meaning or interpretation of this Agreement. 8.10 Affiliate. For the purposes hereof, the term "Affiliate" means any person controlling, controlled by or under common control with any other person. 8.11 Additional Obligations. Both during and after the Term, Executive shall, upon reasonable notice, furnish Company with such information as may be in Executive's possession, and cooperate with Company, as may reasonably be requested by Company (and, after the Term, with due consideration for Executive's obligations with respect to any new employment or business activity) in connection with any litigation in which Company or any Affiliate is or may become a party. Company shall reimburse Executive for all reasonable expenses incurred by Executive in fulfilling Executive's obligations under this Section 8.11. The Company shall use its best efforts to assure that requests for Executive's assistance under this Section 8.11 do not interfere with Executive's

8.8 Execution. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 8.9 Headings. The headings contained in this Agreement are for reference purposes only, and shall not affect the meaning or interpretation of this Agreement. 8.10 Affiliate. For the purposes hereof, the term "Affiliate" means any person controlling, controlled by or under common control with any other person. 8.11 Additional Obligations. Both during and after the Term, Executive shall, upon reasonable notice, furnish Company with such information as may be in Executive's possession, and cooperate with Company, as may reasonably be requested by Company (and, after the Term, with due consideration for Executive's obligations with respect to any new employment or business activity) in connection with any litigation in which Company or any Affiliate is or may become a party. Company shall reimburse Executive for all reasonable expenses incurred by Executive in fulfilling Executive's obligations under this Section 8.11. The Company shall use its best efforts to assure that requests for Executive's assistance under this Section 8.11 do not interfere with Executive's obligations to any subsequent employer. 8.12 No Conflict. Executive represents and warrants that Executive is not subject to any agreement, order, judgement or decree of any kind which would prevent Executive from entering into this Agreement or performing fully Executive's obligations hereunder. 8.13 Survival. Executive's obligations as set forth in Section 6 represent independent covenants by which Executive is and shall remain bound notwithstanding any breach or claim of breach by the Company, and shall survive the termination or expiration of this Agreement. 12

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. COMPANY: U.S. LABORATORIES INC.
By: /s/ MARYJO O'BRIEN ----------------------------Name: MaryJo O'Brien Title: Vice President

EXECUTIVE:
By: /s/ DICKERSON WRIGHT ----------------------------Dickerson Wright

Schedule 1 List of California Counties
Alameda Alpine Amador Orange Placer Plumas

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. COMPANY: U.S. LABORATORIES INC.
By: /s/ MARYJO O'BRIEN ----------------------------Name: MaryJo O'Brien Title: Vice President

EXECUTIVE:
By: /s/ DICKERSON WRIGHT ----------------------------Dickerson Wright

Schedule 1 List of California Counties
Alameda Alpine Amador Butte Calaveras Colusa Orange Placer Plumas Riverside Sacramento San Benito San Bernardino San Diego

Contra Costa Del Norte El Dorado Fresno

San Francisco San Joaquin San Luis Obispo San Mateo Santa Barbara Santa Clara Santa Cruz Shasta Sierra Siskiyou

Glenn Humboldt

Imperial

Inyo

Kern

Kings Lake Lassen Los

Schedule 1 List of California Counties
Alameda Alpine Amador Butte Calaveras Colusa Orange Placer Plumas Riverside Sacramento San Benito San Bernardino San Diego

Contra Costa Del Norte El Dorado Fresno

San Francisco San Joaquin San Luis Obispo San Mateo Santa Barbara Santa Clara Santa Cruz Shasta Sierra Siskiyou

Glenn Humboldt

Imperial

Inyo

Kern

Kings Lake Lassen Los Angeles Madera Marin Mariposa Mendocino Merced Modoc Mono Monterey Napa Nevada

Solano Sonoma Stanislaus Sutter Tehama Trinity Tulare Tuolumne Ventura Yolo Yuba

Alameda Alpine

Orange Placer

Amador Butte Calaveras Colusa

Plumas Riverside Sacramento San Benito San Bernardino San Diego

Contra Costa Del Norte El Dorado Fresno

San Francisco San Joaquin San Luis Obispo San Mateo Santa Barbara Santa Clara Santa Cruz Shasta Sierra Siskiyou

Glenn Humboldt

Imperial

Inyo

Kern

Kings Lake Lassen Los Angeles Madera Marin Mariposa Mendocino Merced Modoc Mono Monterey Napa Nevada

Solano Sonoma Stanislaus Sutter Tehama Trinity Tulare Tuolumne Ventura Yolo Yuba

Exhibit (d)(7) CONTINGENT PAYMENT AGREEMENT This Contingent Payment Agreement ("Agreement") is entered into on August 8, 2002, among Dickerson Wright ("Selling Stockholder"), Bureau Veritas Holdings, Inc., a Delaware corporation and a wholly-owned subsidiary of Bureau Veritas, S.A. ("BVHI"), and Voice Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of BVHI ("Purchaser").

Exhibit (d)(7) CONTINGENT PAYMENT AGREEMENT This Contingent Payment Agreement ("Agreement") is entered into on August 8, 2002, among Dickerson Wright ("Selling Stockholder"), Bureau Veritas Holdings, Inc., a Delaware corporation and a wholly-owned subsidiary of Bureau Veritas, S.A. ("BVHI"), and Voice Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of BVHI ("Purchaser"). RECITALS A. Bureau Veritas, S.A., a societe anonyme organized under the laws of the French Republic ("Parent"), Purchaser and U.S. Laboratories Inc., a Delaware corporation (the "Company"), have entered into an Agreement and Plan of Merger dated the date hereof (the "Merger Agreement") providing for the acquisition of the Company by Parent on the terms and subject to the conditions set forth therein. Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in the Merger Agreement. B. In order to induce Parent and Purchaser to enter into the Merger Agreement, Selling Stockholder has agreed that, upon the consummation of the Offer, a total of five million dollars ($5,000,000) of the aggregate purchase price that otherwise would be payable to Selling Stockholder pursuant to the Offer shall be deposited with Citibank, N.A., as escrow agent (the "Escrow Agent"), to be held in escrow pursuant to an Escrow Agreement (as defined in Section 4.3), to be disbursed as provided for in this Agreement and the Escrow Agreement. NOW, THEREFORE, in consideration of the premises and of the respective covenants and provisions herein contained, the parties hereto, intending to be legally bound, hereby agree as follows: ARTICLE I. DEFINITIONS For purposes of this Agreement, the terms listed below have the following meanings. 1.1 Acquired Business. The business of the Company and its subsidiaries, including any business acquired directly or indirectly by the Company on or after the date hereof with the prior written consent of BVHI. 1.2 Change of Control. (a) The consummation of the acquisition by a third party which is not an affiliate of the Company of more than 50% of the outstanding voting securities of the Company (other than the acquisition contemplated pursuant to the Merger Agreement), (b) the consummation of a merger, consolidation or other reorganization of the Company (other than the merger contemplated by the Merger Agreement or a simple reincorporation of the Company in another jurisdiction) if after giving effect to such merger, consolidation or other reorganization of the Company, the stockholders of the Company immediately prior to such merger, consolidation or other reorganization do not represent more than 50% of the voting 1

securities (on a fully diluted basis) of the surviving or resulting entity after such merger, consolidation or other reorganization, or (c) the sale of all or substantially all of the assets of the Company to a third party which is not an affiliate of the Company. 1.3 EBIT. The meaning assigned to such term in Article IV. 1.4 GAAP. United States generally accepted accounting principles applied consistently with the preparation of the financial statements of the Company and its subsidiaries for the two years ended December 31, 2001. 1.5 Stay Bonuses. Those certain bonuses and similar payments in an aggregate amount not to exceed $1.865 million payable to those persons listed in Schedule A hereto.

securities (on a fully diluted basis) of the surviving or resulting entity after such merger, consolidation or other reorganization, or (c) the sale of all or substantially all of the assets of the Company to a third party which is not an affiliate of the Company. 1.3 EBIT. The meaning assigned to such term in Article IV. 1.4 GAAP. United States generally accepted accounting principles applied consistently with the preparation of the financial statements of the Company and its subsidiaries for the two years ended December 31, 2001. 1.5 Stay Bonuses. Those certain bonuses and similar payments in an aggregate amount not to exceed $1.865 million payable to those persons listed in Schedule A hereto. 1.6 Transaction. The acquisition by BVHI of the Company pursuant to the Merger Agreement. ARTICLE II DEPOSIT OF ESCROWED AMOUNT 2.1 Selling Stockholder agrees that, upon the consummation of the Offer, the sum of five million dollars ($5,000,000) (the "Escrowed Amount") out of the aggregate purchase price which otherwise would be payable to Selling Stockholder pursuant to the Offer shall be deposited with the Escrow Agent to be held in escrow pursuant to the terms of the Escrow Agreement and this Agreement. Selling Stockholder hereby irrevocably waives any claims that Selling Stockholder may have to receive payment of the Escrowed Amount upon consummation of the Offer, including, without limitation, any claims under Rule 14d-10 under the Securities Exchange Act of 1934, as amended. ARTICLE III CONTINGENT PAYMENT 3.1 Amount. Selling Stockholder shall be entitled to that portion of the Escrowed Amount set forth in the following table based upon the EBIT of the Acquired Business for the year ending December 31, 2002 as provided for in such table. The amount payable to Selling 2

Stockholder pursuant to the preceding sentence is hereinafter referred to as the "Payment Amount."
then the Payment Amount shall equal: ------------------$5.0 million $4.5 million $4.0 million $3.0 million $2.0 million $1.0 million

If EBIT of the Acquired Business for 2002 is: --------------------------------------------greater than $8.5 million greater than $8.4 million but equal to or less greater than $8.3 million but equal to or less greater than $8.2 million but equal to or less greater than $8.1 million but equal to or less greater than $8.0 million but equal to or less

than than than than than

$8.5 $8.4 $8.3 $8.2 $8.1

million million million million million

If EBIT of the Acquired Business for 2002 is equal to or less than $8.0 million, the Payment Amount shall be zero ($0). 3.2 Change of Control If there is a Change of Control prior to January 1, 2003 or the employment of Selling Stockholder is terminated without Cause prior to January 1, 2003 under that certain Employment Agreement between Selling Stockholder and the Company, then the Payment Amount shall be $5 million. 3.3 Installment Sale Treatment; Gross Up Payment (a) The parties to this Agreement intend that the escrow arrangement established pursuant to this Agreement and

Stockholder pursuant to the preceding sentence is hereinafter referred to as the "Payment Amount."
then the Payment Amount shall equal: ------------------$5.0 million $4.5 million $4.0 million $3.0 million $2.0 million $1.0 million

If EBIT of the Acquired Business for 2002 is: --------------------------------------------greater than $8.5 million greater than $8.4 million but equal to or less greater than $8.3 million but equal to or less greater than $8.2 million but equal to or less greater than $8.1 million but equal to or less greater than $8.0 million but equal to or less

than than than than than

$8.5 $8.4 $8.3 $8.2 $8.1

million million million million million

If EBIT of the Acquired Business for 2002 is equal to or less than $8.0 million, the Payment Amount shall be zero ($0). 3.2 Change of Control If there is a Change of Control prior to January 1, 2003 or the employment of Selling Stockholder is terminated without Cause prior to January 1, 2003 under that certain Employment Agreement between Selling Stockholder and the Company, then the Payment Amount shall be $5 million. 3.3 Installment Sale Treatment; Gross Up Payment (a) The parties to this Agreement intend that the escrow arrangement established pursuant to this Agreement and the Escrow Agreement shall be treated as an "installment obligation", and the payments of the Payment Amount to Selling Stockholder shall be treated as installment payments on the sale of stock of the Company eligible for deferral of gain recognition under the "installment method" under Section 453(a) of the Internal Revenue Code, as amended (the "Code") and corresponding provisions of state and local tax law, and the Transaction, including the payments of the Payment Amount shall be so reported on a consistent basis by the parties to this Agreement. Subject to the provisions of Sections 3.3(b) and (c), if it is determined by the Internal Revenue Service or other tax authority that the payment of the Payment Amount (the "Payment") is not so eligible, resulting in federal, state, or local taxes imposed on Selling Stockholder in excess of the taxes that would be imposed if the Payment Amount were so eligible taking into account all tax years of Selling Stockholder (such excess tax to be referred to as the "Additional Tax"), then, provided that BVHI has exhausted its remedies pursuant to Sections 3.3(b) and (c), BVHI shall pay to Selling Stockholder an additional payment (a "Gross Up Payment") in an amount such that after payment by Selling Stockholder of all taxes and any benefits that result from the deductibility by Selling Stockholder of such taxes, including 3

any income taxes imposed upon the Gross Up Payment, Selling Stockholder retains an amount of Gross Up Payment equal to the Additional Tax. (b) Selling Stockholder shall notify BVHI in writing of any claim by the Internal Revenue Service or other tax authority that, if successful, would require the payment by BVHI of the Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten business days after Selling Stockholder is informed in writing of such claim and shall apprise BVHI of the nature of such claim and the date on which such claim is requested to be paid. Selling Stockholder shall not pay such claim prior to the expiration of the 30-day period following the date on which it gives such notice to BVHI (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If BVHI notifies Selling Stockholder in writing prior to the expiration of such period that it desires to contest such claim, Selling Stockholder shall: (i) give BVHI any information reasonably requested by BVHI relating to such claim; (ii) take such action in connection with contesting such claim as BVHI shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by BVHI, (iii) cooperate with BVHI in good faith in order effectively to contest such claim, and

any income taxes imposed upon the Gross Up Payment, Selling Stockholder retains an amount of Gross Up Payment equal to the Additional Tax. (b) Selling Stockholder shall notify BVHI in writing of any claim by the Internal Revenue Service or other tax authority that, if successful, would require the payment by BVHI of the Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten business days after Selling Stockholder is informed in writing of such claim and shall apprise BVHI of the nature of such claim and the date on which such claim is requested to be paid. Selling Stockholder shall not pay such claim prior to the expiration of the 30-day period following the date on which it gives such notice to BVHI (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If BVHI notifies Selling Stockholder in writing prior to the expiration of such period that it desires to contest such claim, Selling Stockholder shall: (i) give BVHI any information reasonably requested by BVHI relating to such claim; (ii) take such action in connection with contesting such claim as BVHI shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by BVHI, (iii) cooperate with BVHI in good faith in order effectively to contest such claim, and (iv) permit BVHI to participate in any proceedings relating to such claim; provided, however, that BVHI shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold Selling Stockholder harmless, on an after-tax basis, for income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 3.3(b), BVHI shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct Selling Stockholder to pay the tax claimed and sue for a refund or contest the claim in any permissible manner, and Selling Stockholder agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as BVHI shall determine; provided, however, that if BVHI directs Selling Stockholder to pay such claim and sue for a refund, BVHI shall advance the amount of such payment to Selling Stockholder, on an interest-free basis and shall indemnify and hold Selling Stockholder harmless, on an after-tax basis from any income tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of Selling Stockholder with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, BVHI's control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and Selling Stockholder shall be entitled to 4

settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. (c) If, after the receipt by Selling Stockholder of an amount advanced by BVHI pursuant to Section 3.3(a) or 3.3 (b), Selling Stockholder becomes entitled to receive any refund with respect to such claim, Selling Stockholder shall (subject to BVHI's complying with the requirements of Section 3.3(b), if applicable) promptly pay to BVHI the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by Selling Stockholder of an amount advanced by BVHI pursuant to Section 3.3(b), a determination is made that Selling Stockholder is not entitled to any refund with respect to such claim and BVHI does not notify Selling Stockholder in writing of its intent to contest such denial of refund prior to the expiration of 30 days after such determination, then such advance shall be forgiven and shall not be required to be repaid and the amount of such advance shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid. ARTICLE IV.

settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. (c) If, after the receipt by Selling Stockholder of an amount advanced by BVHI pursuant to Section 3.3(a) or 3.3 (b), Selling Stockholder becomes entitled to receive any refund with respect to such claim, Selling Stockholder shall (subject to BVHI's complying with the requirements of Section 3.3(b), if applicable) promptly pay to BVHI the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by Selling Stockholder of an amount advanced by BVHI pursuant to Section 3.3(b), a determination is made that Selling Stockholder is not entitled to any refund with respect to such claim and BVHI does not notify Selling Stockholder in writing of its intent to contest such denial of refund prior to the expiration of 30 days after such determination, then such advance shall be forgiven and shall not be required to be repaid and the amount of such advance shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid. ARTICLE IV. DETERMINATION OF EBIT; ESCROW 4.1 Manner of Computation. For purposes of this Agreement, "EBIT" of the Acquired Business shall mean the consolidated earnings of the Acquired Business from operations before interest income and expense and corporate income taxes. EBIT shall be determined in accordance with GAAP. In determining such EBIT: (a) EBIT shall, except as otherwise provided for herein, be computed without regard to "extraordinary items" of gain or loss, as that term is defined in GAAP; (b) EBIT shall not include any gains, losses or profits realized from the sale of any assets other than in the ordinary course of business; (c) No deduction shall be made for any corporate charges or their equivalent charged by Parent or any of its subsidiaries or affiliates to the Acquired Business; (d) No deduction shall be made for any increased depreciation or amortization resulting from the Transaction or any charge recorded by the Company as a result of the adoption of FASB 142 or any change in GAAP between the date hereof and December 31, 2002; (e) No deduction shall be made for any expenses incurred or arising from the Transaction, including financial advisory or finder fees, legal and accounting fees, printing and transfer agent fees, the costs of any tail director and officer insurance policy purchased in connection with the Transaction and approved by Purchaser and accruals for the Stay Bonuses (except to the extent provided for in clause (f) below; (f) EBIT shall include an accrual for bonuses payable by the Company in the ordinary course of business and consistent with past practice, whether or not included in the Stay Bonuses; 5

(g) In the case of acquisitions consummated after the date hereof and approved in writing by Parent, EBIT shall include earnings before interest income and expense and corporate income tax generated or incurred after the date of consummation of such acquisition; (h) EBIT shall include non-capitalized acquisition expenses for completed acquisitions and expenses for failed acquisitions to the extent, in each cae, required by GAAP to be expensed; and (i) EBIT shall not include charges to the extent resulting from material changes to the business made by Parent on or prior to December 31, 2002 that adversely impact calculation of, or the ability of the Company to achieve, the EBIT targets contemplated in Section 3.1. 4.2 Preparation of Balance Sheet and Income Statement; Determination of

(g) In the case of acquisitions consummated after the date hereof and approved in writing by Parent, EBIT shall include earnings before interest income and expense and corporate income tax generated or incurred after the date of consummation of such acquisition; (h) EBIT shall include non-capitalized acquisition expenses for completed acquisitions and expenses for failed acquisitions to the extent, in each cae, required by GAAP to be expensed; and (i) EBIT shall not include charges to the extent resulting from material changes to the business made by Parent on or prior to December 31, 2002 that adversely impact calculation of, or the ability of the Company to achieve, the EBIT targets contemplated in Section 3.1. 4.2 Preparation of Balance Sheet and Income Statement; Determination of EBIT. (a) Not later than March 31, 2003 (or such later date as the parties may agree in writing), BVHI shall, at its expense, cause to be prepared and delivered to Selling Stockholder: (i) a balance sheet (the "Balance Sheet") as at December 31, 2002 and income statement (the "Income Statement") for the year ending December 31, 2002 for the Acquired Business, which Balance Sheet and Income Statement shall: (a) be audited by PricewaterhouseCoopers LLP (the "Auditors"), whose audit report therein shall be unqualified, (b) be prepared in accordance with GAAP, and (c) include all year-end accruals which would be required in accordance with financial statements prepared in accordance with GAAP as of the end of a fiscal year; (ii) a written report of the Auditors substantially in the form of Exhibit 1 setting forth the determination of the amount of EBIT for the Acquired Business for the year ending December 31, 2002 determined in accordance with GAAP together with a written statement of the Auditors that the EBIT amount has been determined in accordance with GAAP; and (iii) a written statement of the Auditors setting forth the Payment Amount agreed upon the amount of EBIT so determined calculated in accordance with Article IV; (b) The Balance Sheet and Income Statement delivered by BVHI to Selling Stockholder and the determination of EBIT for the year ending December 31, 2002 and Payment Amount pursuant to Section 4.2(a) shall be the final determination thereof and be binding and conclusive upon BVHI and Selling Stockholder unless Selling Stockholder delivers to BVHI an objection thereto in writing signed by Selling Stockholder specifying in reasonable detail the nature and grounds for such objection within 30 days after the date of delivery of such Balance Sheet and Income Statement to Selling Stockholder. BVHI and Selling Stockholder shall promptly thereafter consult with one another, in good faith, in an effort to resolve such dispute. If they fail to resolve such objection within 30 days after the receipt of said objection, such dispute shall be submitted within 7 days for resolution to an internationally recognized firm of 6

independent certified public accountants to be agreed between BVHI and Selling Stockholder other than any firm which performs, or within the past three years performed, audits for any of Parent, BVHI, the Company or Selling Stockholder (such accounting firm being referred to herein as the "Arbitrating Accountants"). The Arbitrating Accountants shall be instructed to resolve such dispute within 45 days and their determination shall be final and binding on the parties. (c) If the Arbitrating Accountants determine that the EBIT has been understated by three (3%) percent or more, then BVHI shall pay the Arbitrating Accountants' fees, costs and expenses. If EBIT has not been understated or has been understated by less than three (3%) percent, then Selling Stockholder shall pay the Arbitrating Accountants' fees, costs and expenses. 4.3 Escrow.

independent certified public accountants to be agreed between BVHI and Selling Stockholder other than any firm which performs, or within the past three years performed, audits for any of Parent, BVHI, the Company or Selling Stockholder (such accounting firm being referred to herein as the "Arbitrating Accountants"). The Arbitrating Accountants shall be instructed to resolve such dispute within 45 days and their determination shall be final and binding on the parties. (c) If the Arbitrating Accountants determine that the EBIT has been understated by three (3%) percent or more, then BVHI shall pay the Arbitrating Accountants' fees, costs and expenses. If EBIT has not been understated or has been understated by less than three (3%) percent, then Selling Stockholder shall pay the Arbitrating Accountants' fees, costs and expenses. 4.3 Escrow. (a) Upon the consummation of the Offer, Parent, BVHI, Purchaser and Selling Stockholder shall enter into an escrow agreement substantially in the form of Exhibit 2 (the "Escrow Agreement"), and Purchaser shall deposit the Escrowed Amount with the Escrow Agent. (b) If and when the Payment Amount is finally determined, then either BVHI or Selling Stockholder shall provide written notice of such determination (including a copy of such determination) to the Escrow Agreement and the other party. The Escrowed Amount shall then be disbursed as provided for in the Escrow Agreement. ARTICLE V. MISCELLANEOUS 5.1 Benefit of Parties. All of the terms and provisions of this Agreement shall be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns. This Agreement shall not be assignable by Selling Stockholder, other than to his legal representatives pursuant to the laws of descent and distribution. 5.2 Entire Agreement. This Agreement contains the entire understanding of the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings between the parties with respect thereto. 5.3 Counterparts. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 5.4 Notices. All notices and other communications hereunder shall be in writing and shall be deemed duly given (a) on the date of delivery if delivered personally, (b) on the first Business Day following the date of dispatch if delivered by a nationally recognized next-day courier service, (c) on the sixth Business Day following the date of mailing if delivered by registered or certified mail, return receipt requested, postage prepaid or (d) if sent by facsimile 7

transmission between the hours of 9:00 a.m. and 5:00 p.m. in the recipient party's time zone, with a copy mailed on the same day in the manner provided in (a) or (b) above, when transmitted. All notices hereunder shall be delivered as set forth below, or pursuant to such other instructions as may be designated in writing by the party to receive such notice: (a) if to BVHI or Purchaser to: c/o Bureau Veritas, S.A. 17 bis, Place des Reflets La Defense 2 92400 Courbevoie, France

transmission between the hours of 9:00 a.m. and 5:00 p.m. in the recipient party's time zone, with a copy mailed on the same day in the manner provided in (a) or (b) above, when transmitted. All notices hereunder shall be delivered as set forth below, or pursuant to such other instructions as may be designated in writing by the party to receive such notice: (a) if to BVHI or Purchaser to: c/o Bureau Veritas, S.A. 17 bis, Place des Reflets La Defense 2 92400 Courbevoie, France Attention: Francois Tardan and Anne-France Saugnac Fax: 011-331-4291-5488 With a copy to: Thelen Reid & Priest LLP 40 West 57/th/ Street New York, New York 10019 Attn: Burton K. Haimes Fax: (212) 603-2001 (b) if to Selling Stockholder, to: Dickerson Wright 14175 Biscayne Place Poway, California 92064 Fax: (848) 487-4739 Telephone: (848) 487-4787 With a copy to: O'Melveny & Myers LLP Suite 100 114 Pacifica Irvine, California 92618 Attn: J. Jay Herron Fax: (949) 737-2300 5.5 Captions. The captions of the Articles and Sections of this Agreement are solely for convenient reference and shall not be deemed to affect the meaning or interpretation of any Article or Section hereof. 5.6 Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to the conflict of laws principles thereof. 8

IN WITNESS WHEREOF, the parties have hereunto caused this Agreement to be executed in multiple original counterparts as of the date set forth above. BUREAU VERITAS HOLDINGS, INC.
By: /s/ FRANK PIEDELIEVRE ----------------------------Name: Frank Piedelievre Title: Chairman of the Board and President

IN WITNESS WHEREOF, the parties have hereunto caused this Agreement to be executed in multiple original counterparts as of the date set forth above. BUREAU VERITAS HOLDINGS, INC.
By: /s/ FRANK PIEDELIEVRE ----------------------------Name: Frank Piedelievre Title: Chairman of the Board and President

VOICE ACQUISITION CORP.
By: /s/ FRANK PIEDELIEVRE ----------------------------Name: Frank Piedelievre Title: Chairman of the Board and President

/s/ DICKERSON WRIGHT ----------------------------Dickerson Wright

EXHIBIT 1 Issued by the Auditors Report of Independent Accountants To the Management of BVHI To Mr. Dickerson Wright We have audited the accompanying special-purpose consolidated balance sheet of U.S. Laboratories Inc. and subsidiaries as of December 31, 2002 and related income statement of U.S. Laboratories Inc. and subsidiaries for the year ended December 31, 2002. This financial statement is the responsibility of U.S. Laboratories Inc.'s management; our responsibility is to express an opinion on this financial statement based on our audit. We conducted our audit of this statement in accordance with generally accepted auditing standards, which require that we plan and perform the audit to obtain reasonable assurance about whether the statement is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts in the statement, assessing the accounting principles used and significant estimates made by management, and evaluating the overall presentation of the statement. We believe that our audit provides a reasonable basis for our opinion. The accompanying special-purpose financial statement was prepared for the purpose of determining EBIT of the Acquired Business for the year ended December 31, 2002 and the Payment Amount as provided for in Section 3.1 of the Contingent Payment Agreement (the "Agreement") dated August 8, 2002 among Bureau Veritas Holdings, Inc., a Delaware corporation ("BVHI"), Dickerson Wright and Voice Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of BVHI. In our opinion, the special-purpose financial statement referred to above and the accompanying statements of EBIT of the Acquired Business for the year ended December 31, 2002 and Payment Amount present fairly, in all material respects, the consolidated financial position of the Acquired Business at, and for the year ended, December 31, 2002 in accordance with the terms of the Agreement described in the preceding paragraph. This report is intended solely for the information and use of the management of BVHI and Dickerson Wright and should not be used for any other purpose.

EXHIBIT 1 Issued by the Auditors Report of Independent Accountants To the Management of BVHI To Mr. Dickerson Wright We have audited the accompanying special-purpose consolidated balance sheet of U.S. Laboratories Inc. and subsidiaries as of December 31, 2002 and related income statement of U.S. Laboratories Inc. and subsidiaries for the year ended December 31, 2002. This financial statement is the responsibility of U.S. Laboratories Inc.'s management; our responsibility is to express an opinion on this financial statement based on our audit. We conducted our audit of this statement in accordance with generally accepted auditing standards, which require that we plan and perform the audit to obtain reasonable assurance about whether the statement is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts in the statement, assessing the accounting principles used and significant estimates made by management, and evaluating the overall presentation of the statement. We believe that our audit provides a reasonable basis for our opinion. The accompanying special-purpose financial statement was prepared for the purpose of determining EBIT of the Acquired Business for the year ended December 31, 2002 and the Payment Amount as provided for in Section 3.1 of the Contingent Payment Agreement (the "Agreement") dated August 8, 2002 among Bureau Veritas Holdings, Inc., a Delaware corporation ("BVHI"), Dickerson Wright and Voice Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of BVHI. In our opinion, the special-purpose financial statement referred to above and the accompanying statements of EBIT of the Acquired Business for the year ended December 31, 2002 and Payment Amount present fairly, in all material respects, the consolidated financial position of the Acquired Business at, and for the year ended, December 31, 2002 in accordance with the terms of the Agreement described in the preceding paragraph. This report is intended solely for the information and use of the management of BVHI and Dickerson Wright and should not be used for any other purpose. Auditor Signature , 2003

Exhibit 2 Citibank Custody & Advisor Services Agreement among Citibank, N.A. as "Escrow Agent" and Bureau Veritas, S.A., ("Parent") Bureau Veritas Holdings, Inc., ("BVHI") Voice Acquisition Corp., ("Purchaser") and

Exhibit 2 Citibank Custody & Advisor Services Agreement among Citibank, N.A. as "Escrow Agent" and Bureau Veritas, S.A., ("Parent") Bureau Veritas Holdings, Inc., ("BVHI") Voice Acquisition Corp., ("Purchaser") and Dickerson Wright ("Selling Stockholder") 361085 (Account Number) Citibank Escrow Agent Custody Account

THIS ESCROW AGREEMENT is made this day of , 2002 (the "Escrow Agreement") among Bureau Veritas, S.A., a French societe anonyme ("Parent"), Bureau Veritas Holdings, Inc., a Delaware corporation and subsidiary of Parent ("BVHI"), Voice Acquisition Corp., a Delaware corporation and subsidiary of BVHI ("Purchaser"), Dickerson Wright, a resident of California ("Selling Stockholder"), and CITIBANK, N.A. (the "Escrow Agent" herein). The above-named parties appoint said Escrow Agent with the duties and responsibilities and upon the terms and conditions provided in Schedule A annexed hereto and made a part hereof. ARTICLE FIRST: The above-named parties agree that the following provisions shall control with respect to the rights, duties, liabilities, privileges and immunities of the Escrow Agent: a) The Escrow Agent shall neither be responsible for or under, nor chargeable with knowledge of, the terms and conditions of any other agreement, instrument or document executed between/among the parties hereto, except as may be specifically provided in Schedule A annexed hereto. This Agreement sets forth all of the obligations of the Escrow Agent, and no additional obligations shall be implied from the terms of this Agreement or any other agreement, instrument or document. b) The Escrow Agent may act in reliance upon any instructions, notice, certification, demand, consent, authorization, receipt, power of attorney or other writing delivered to it by any other party and believed by the Escrow Agent to be genuine without being required to determine the authenticity or validity thereof or the correctness of any fact stated therein, the propriety or validity of the service thereof, or the jurisdiction of the court issuing any judgment or order. The Escrow Agent may act in reliance upon any signature believed by it to be genuine, and may assume that such person has been properly authorized to do so. c) Each of BVHI and Selling Stockholder, jointly and severally, agrees to reimburse the Escrow Agent on demand for, and to indemnify and hold the Escrow Agent harmless against and with respect to, any and all loss, liability, damage or expense (including, but without limitation, attorneys' fees, costs and disbursements) that the Escrow Agent may suffer or incur in connection with this Agreement and its performance hereunder or in

THIS ESCROW AGREEMENT is made this day of , 2002 (the "Escrow Agreement") among Bureau Veritas, S.A., a French societe anonyme ("Parent"), Bureau Veritas Holdings, Inc., a Delaware corporation and subsidiary of Parent ("BVHI"), Voice Acquisition Corp., a Delaware corporation and subsidiary of BVHI ("Purchaser"), Dickerson Wright, a resident of California ("Selling Stockholder"), and CITIBANK, N.A. (the "Escrow Agent" herein). The above-named parties appoint said Escrow Agent with the duties and responsibilities and upon the terms and conditions provided in Schedule A annexed hereto and made a part hereof. ARTICLE FIRST: The above-named parties agree that the following provisions shall control with respect to the rights, duties, liabilities, privileges and immunities of the Escrow Agent: a) The Escrow Agent shall neither be responsible for or under, nor chargeable with knowledge of, the terms and conditions of any other agreement, instrument or document executed between/among the parties hereto, except as may be specifically provided in Schedule A annexed hereto. This Agreement sets forth all of the obligations of the Escrow Agent, and no additional obligations shall be implied from the terms of this Agreement or any other agreement, instrument or document. b) The Escrow Agent may act in reliance upon any instructions, notice, certification, demand, consent, authorization, receipt, power of attorney or other writing delivered to it by any other party and believed by the Escrow Agent to be genuine without being required to determine the authenticity or validity thereof or the correctness of any fact stated therein, the propriety or validity of the service thereof, or the jurisdiction of the court issuing any judgment or order. The Escrow Agent may act in reliance upon any signature believed by it to be genuine, and may assume that such person has been properly authorized to do so. c) Each of BVHI and Selling Stockholder, jointly and severally, agrees to reimburse the Escrow Agent on demand for, and to indemnify and hold the Escrow Agent harmless against and with respect to, any and all loss, liability, damage or expense (including, but without limitation, attorneys' fees, costs and disbursements) that the Escrow Agent may suffer or incur in connection with this Agreement and its performance hereunder or in connection herewith, except to the extent such loss, liability, damage or expense arises from its willful misconduct or gross negligence as adjudicated by a court of competent jurisdiction. The Escrow Agent shall have the further right at any time and from time to time to charge, and reimburse itself from, the property held in escrow hereunder in order to recover fees payable to Escrow Agent hereunder. d) The Escrow Agent may consult with legal counsel of its selection in the event of any dispute or question as to the meaning or construction of any of the provisions hereof or its duties hereunder, and it shall incur no liability and shall be fully protected in acting in accordance with the opinion and instructions of such counsel. Each of BVHI and Selling Stockholder, jointly and severally, agrees to reimburse the Escrow Agent on demand for reasonable legal fees, disbursements and expenses so incurred and in addition, the Escrow Agent shall have the right to reimburse itself for such fees, disbursements and expenses from the property held in escrow hereunder.

e) The Escrow Agent shall be under no duty to give the property held in escrow by it hereunder any greater degree of care than it gives its own similar property. f) The Escrow Agent shall invest the property held in escrow in such a manner as directed in Schedule A annexed hereto, which may include deposits in Citibank and mutual funds advised, serviced or made available by Citibank or its affiliates even though Citibank or its affiliates may receive a benefit or profit therefrom. The parties to this agreement acknowledge that non-deposit investment products are not obligations of, or guaranteed, by Citibank/Citicorp nor any of its affiliates; are not FDIC insured; and are subject to investment risks, including the possible loss of principal amount invested. Only deposits in the United States are subject to FDIC insurance. g) In the event of any disagreement between/among any of the parties to this Agreement, or between/among them or either or any of them and any other person, resulting in adverse claims or demands being made in connection with the subject matter of the Escrow Fund, or in the event that the Escrow Agent, in good faith, is in doubt as to what action it should take hereunder, the Escrow Agent may, at its option, refuse to comply with any claims or

e) The Escrow Agent shall be under no duty to give the property held in escrow by it hereunder any greater degree of care than it gives its own similar property. f) The Escrow Agent shall invest the property held in escrow in such a manner as directed in Schedule A annexed hereto, which may include deposits in Citibank and mutual funds advised, serviced or made available by Citibank or its affiliates even though Citibank or its affiliates may receive a benefit or profit therefrom. The parties to this agreement acknowledge that non-deposit investment products are not obligations of, or guaranteed, by Citibank/Citicorp nor any of its affiliates; are not FDIC insured; and are subject to investment risks, including the possible loss of principal amount invested. Only deposits in the United States are subject to FDIC insurance. g) In the event of any disagreement between/among any of the parties to this Agreement, or between/among them or either or any of them and any other person, resulting in adverse claims or demands being made in connection with the subject matter of the Escrow Fund, or in the event that the Escrow Agent, in good faith, is in doubt as to what action it should take hereunder, the Escrow Agent may, at its option, refuse to comply with any claims or demands on it, or refuse to take any other action hereunder, so long as such disagreement continues or such doubt exists, and in any such event, the Escrow Agent shall not become liable in any way or to any person for its failure or refusal to act, and the Escrow Agent shall be entitled to continue so to refrain from acting until (i) the rights of all parties shall have been fully and finally adjudicated by a court of competent jurisdiction, or (ii) all differences shall have been adjusted and all doubt resolved by agreement among all of the interested persons, and the Escrow Agent shall have been notified thereof in writing signed by all such persons. The Escrow Agent shall have the option, after 30 calendar days' notice to the other parties of its intention to do so, to file an action in interpleader requiring the parties to answer and litigate any claims and rights among themselves. The rights of the Escrow Agent under this paragraph are cumulative of all other rights which it may have by law or otherwise. h) The Escrow Agent is authorized, for any securities at any time held hereunder, to register such securities in the name of its nominee(s) or the nominees of any securities depository, and such nominee(s) may sign the name of any of the parties hereto to whom or to which such securities belong and guarantee such signature in order to transfer securities or certify ownership thereof to tax or other governmental authorities. i) Notice to the parties shall be given as provided in Schedule A annexed hereto. Whenever under the terms hereof the time for giving a notice or performing an act falls upon a Saturday, Sunday, or a banking holiday in New York, such time shall be extended to the next day on which the Escrow Agent is open for business. ARTICLE SECOND: The Escrow Agent shall make payments of income earned on the escrowed property as provided in Schedule A annexed hereto. Each such payee shall provide to the Escrow Agent an appropriate W-9 form for tax identification number certification or a W-8 form for non-resident alien certification. The Escrow Agent shall be responsible only for income reporting to the Internal Revenue Service with respect to income earned on the escrowed property. 2

ARTICLE THIRD: The Escrow Agent may, in its sole discretion, resign and terminate its position hereunder at any time following 30 calendar days written notice to the parties to the Escrow Agreement herein. Any such resignation shall terminate all obligations and duties of the Escrow Agent hereunder, but only effective upon the appointment of a successor escrow agent. On the effective date of such resignation, the Escrow Agent shall deliver this Escrow Agreement together with any and all related instruments or documents and the entire Escrow Fund to any successor Escrow Agent that Parent and Selling Stockholder agree in writing with a copy of such material forwarded to the resigning Escrow Agent. If a successor Escrow Agent has not been appointed prior to the expiration of 30 calendar days following the date of the notice of such resignation, the then acting Escrow Agent may petition any court of competent jurisdiction for the appointment of a successor Escrow Agent, or other appropriate relief. Any such resulting appointment shall be binding upon all of the parties to this Agreement. ARTICLE FOURTH: Parent and Selling Stockholder may, by mutual written agreement, with a copy of such agreement forwarded to the Escrow Agent, at any time substitute a new Escrow Agent by giving ten days' notice thereof to the current Escrow Agent then acting and paying all fees and expenses of the current Escrow Agent.

ARTICLE THIRD: The Escrow Agent may, in its sole discretion, resign and terminate its position hereunder at any time following 30 calendar days written notice to the parties to the Escrow Agreement herein. Any such resignation shall terminate all obligations and duties of the Escrow Agent hereunder, but only effective upon the appointment of a successor escrow agent. On the effective date of such resignation, the Escrow Agent shall deliver this Escrow Agreement together with any and all related instruments or documents and the entire Escrow Fund to any successor Escrow Agent that Parent and Selling Stockholder agree in writing with a copy of such material forwarded to the resigning Escrow Agent. If a successor Escrow Agent has not been appointed prior to the expiration of 30 calendar days following the date of the notice of such resignation, the then acting Escrow Agent may petition any court of competent jurisdiction for the appointment of a successor Escrow Agent, or other appropriate relief. Any such resulting appointment shall be binding upon all of the parties to this Agreement. ARTICLE FOURTH: Parent and Selling Stockholder may, by mutual written agreement, with a copy of such agreement forwarded to the Escrow Agent, at any time substitute a new Escrow Agent by giving ten days' notice thereof to the current Escrow Agent then acting and paying all fees and expenses of the current Escrow Agent. Any such substitution shall terminate all obligations and duties of the Escrow Agent hereunder, but only effective upon the appointment of a successor escrow agent. On the effective date of such substitution, the Escrow Agent shall deliver this Escrow Agreement together with any and all related instruments or documents and the entire Escrow Fund to a successor Escrow Agent that Parent and Selling Stockholder agree in writing. If a successor Escrow Agent has not been appointed prior to the expiration of 30 calendar days following the date of the notice of such resignation, the then acting Escrow Agent may petition any court of competent jurisdiction for the appointment of a successor Escrow Agent, or other appropriate relief. Any such resulting appointment shall be binding upon all of the parties to this Agreement. ARTICLE FIFTH: The Escrow Agent shall receive the fees provided in Schedule B annexed hereto. In the event that such fees, expenses or costs incurred by, or any obligation owed to the Escrow Agent or its counsel, are not paid within 30 calendar days from the date the party responsible for such fees as set forth in said Schedule B has received the Escrow Agent's invoice, then the Escrow Agent may pay itself such fees from the property held in escrow hereunder. ARTICLE SIXTH: Any modification of this Agreement or any additional obligations assumed by any party hereto shall be binding only if evidenced by a writing signed by each of the parties hereto. ARTICLE SEVENTH: In the event funds transfer instructions are given (other than in writing at the time of execution of this Agreement), whether in writing, by telecopier or otherwise, the Escrow Agent is authorized to seek confirmation of such instructions by telephone call back to the person or persons designated in Schedule A annexed hereto, and the Escrow Agent may rely upon the confirmations of anyone purporting to be the person or persons so designated. To assure accuracy of the instructions it receives, the Escrow Agent may record such call backs. If the Escrow Agent is unable to verify the instructions, or is not satisfied with the verification it receives, it will not execute the instruction until all issues have been resolved. The persons and telephone numbers for call backs may be changed only in writing actually received and acknowledged by the Escrow Agent. The parties agree to notify the Escrow Agent of any errors, delays or other problems within 30 calendar days after receiving notification that a transaction has been executed. If it is determined that the transaction was delayed or erroneously executed as a result of the Escrow Agent's error, the Escrow Agent's sole obligation is to pay or refund such amounts as may be required by applicable 3

law. In no event shall the Escrow Agent be responsible for any incidental or consequential damages or expenses in connection with the instruction. Any claim for interest payable will be at the Escrow Agent's published savings rate in effect in New York, New York. ARTICLE EIGHTH: This Agreement shall be governed by the laws of the State of New York in all respects. The parties hereto irrevocably and unconditionally submit to the jurisdiction of a federal or state court located in New York, New York in connection with any proceedings commenced regarding this Escrow Agreement, including but not limited to, any interpleader proceeding or proceeding for the appointment of a successor escrow agent the Escrow Agent may commence pursuant to this Agreement, and all parties irrevocably submit to the jurisdiction of such courts for the determination of all issues in such proceedings, without regard to any principles

law. In no event shall the Escrow Agent be responsible for any incidental or consequential damages or expenses in connection with the instruction. Any claim for interest payable will be at the Escrow Agent's published savings rate in effect in New York, New York. ARTICLE EIGHTH: This Agreement shall be governed by the laws of the State of New York in all respects. The parties hereto irrevocably and unconditionally submit to the jurisdiction of a federal or state court located in New York, New York in connection with any proceedings commenced regarding this Escrow Agreement, including but not limited to, any interpleader proceeding or proceeding for the appointment of a successor escrow agent the Escrow Agent may commence pursuant to this Agreement, and all parties irrevocably submit to the jurisdiction of such courts for the determination of all issues in such proceedings, without regard to any principles of conflicts of laws, and irrevocably waive any objection to venue or inconvenient forum. ARTICLE NINTH: This Agreement may be executed in one or more counterparts, each of which counterparts shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same Agreement. 4

In witness whereof, the parties have executed this Agreement as of the date first above written. CITIBANK, N.A. as Escrow Agent By (Signature) Print Name Title BUREAU VERITAS, S.A. By (Signature) Print Name: Frank Piedelievre Title: President and Chief Executive Officer BUREAU VERITAS HOLDINGS, INC. By (Signature) Print Name: Frank Piedelievre Title: Chairman of the Board and President VOICE ACQUISITION CORP. By (Signature) Print Name: Frank Piedelievre Title: Chairman of the Board and President

Dickerson Wright

In witness whereof, the parties have executed this Agreement as of the date first above written. CITIBANK, N.A. as Escrow Agent By (Signature) Print Name Title BUREAU VERITAS, S.A. By (Signature) Print Name: Frank Piedelievre Title: President and Chief Executive Officer BUREAU VERITAS HOLDINGS, INC. By (Signature) Print Name: Frank Piedelievre Title: Chairman of the Board and President VOICE ACQUISITION CORP. By (Signature) Print Name: Frank Piedelievre Title: Chairman of the Board and President

Dickerson Wright

) -------------------------------:ss: COUNTY OF ) -------------------------------

STATE OF

I, , a Notary Public in and for said County, in the State aforesaid, DO HEREBY CERTIFY that DICKERSON WRIGHT personally came before me and is the same person whose name is subscribed to the foregoing agreement, who, has appeared before me this day in person and acknowledged that s/he signed and delivered the said agreement as his/her own free and voluntary act for the uses and purposes therein set forth.
Given under my hand and Notarial Seal this ------day of _, 2002. --------

-------------------------------

) -------------------------------:ss: COUNTY OF ) -------------------------------

STATE OF

I, , a Notary Public in and for said County, in the State aforesaid, DO HEREBY CERTIFY that DICKERSON WRIGHT personally came before me and is the same person whose name is subscribed to the foregoing agreement, who, has appeared before me this day in person and acknowledged that s/he signed and delivered the said agreement as his/her own free and voluntary act for the uses and purposes therein set forth.
Given under my hand and Notarial Seal this ------day of _, 2002. --------

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Notary Public My commission expires:

Schedule A 1. Escrow Agreement. This Escrow Agreement is the escrow agreement contemplated pursuant to Section 4.3 of that certain Contingent Payment Agreement ("CP Agreement") dated August 8, 2002 among BVHI, Selling Stockholder and Purchaser. Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in the CP Agreement. 2. Establishment of Escrow. Upon consummation of the Offer, as such term is defined in that certain Merger Agreement among Parent, Purchaser and Hoboken, a Delaware corporation (the "Company"), Parent shall cause Purchaser to, and Purchaser shall, deliver to Escrow Agent the sum of US$5,000,000 (the "Escrowed Amount") and, upon Escrow Agent's receipt of the Escrowed Amount, the Escrow Agent shall accept such amount (as increased by any income earned thereon as deposited from time to time and as reduced by any disbursements pursuant to Section 5, amounts withdrawn as contemplated in Schedule B or losses on investments, the "Escrow Fund") for deposit in escrow and, as soon as possible, invest the Escrowed Amount in accordance with the terms hereof. Escrow Agent shall immediately notify Selling Stockholder of its receipt of the Escrow Amount. Escrow Agent shall have no duty to solicit the Escrowed Amount. 3. Investment of Escrow Amount. Except as Selling Stockholder and Parent may from time to time jointly instruct Escrow Agent in writing, the Escrow Fund shall be invested in the [To Be Determined] until disbursement of the entire Escrow Fund. Escrow Agent is authorized upon receipt of joint written instructions of Selling Stockholder and Parent to liquidate in accordance with its customary procedures any portion of the Escrow Fund necessary to provide for payments required to be made as indicated in such written instructions received by the Escrow Agent in accordance with this Agreement. 4. Reporting of Interest. The parties hereto agree that, for tax reporting purposes, all interest, gains and other income ("Escrow Earnings") in any calendar year shall (a) to the extent such Escrow Earnings are distributed by the Escrow Agent to any person or entity pursuant to the terms of this Agreement during such calendar year, be allocated to such person or entity, and (b) otherwise be allocated to BVHI. If at any time BVHI (x) certifies in writing to the Escrow Agent pursuant to a Tax Distribution Amount Payment Instruction in the form of Exhibit I with a copy to Selling Stockholder: (i) that BVHI is required to pay taxes with respect to a portion of Escrow Earnings that are allocated to BVHI pursuant to clause (b) of the preceding sentence of this Section 4 with respect to a calendar year, (ii) the amount of such allocated Escrow Earnings, and (iii) that such tax payment is due within thirty (30) calendar days of the date of such certification, and (y) directs the Escrow Agent to distribute to BVHI an amount equal to the amount of such allocated Escrow Earnings multiplied by 50 percent (the "Tax Distribution Amount"), then the Escrow Agent shall promptly distribute to BVHI such Tax

Schedule A 1. Escrow Agreement. This Escrow Agreement is the escrow agreement contemplated pursuant to Section 4.3 of that certain Contingent Payment Agreement ("CP Agreement") dated August 8, 2002 among BVHI, Selling Stockholder and Purchaser. Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in the CP Agreement. 2. Establishment of Escrow. Upon consummation of the Offer, as such term is defined in that certain Merger Agreement among Parent, Purchaser and Hoboken, a Delaware corporation (the "Company"), Parent shall cause Purchaser to, and Purchaser shall, deliver to Escrow Agent the sum of US$5,000,000 (the "Escrowed Amount") and, upon Escrow Agent's receipt of the Escrowed Amount, the Escrow Agent shall accept such amount (as increased by any income earned thereon as deposited from time to time and as reduced by any disbursements pursuant to Section 5, amounts withdrawn as contemplated in Schedule B or losses on investments, the "Escrow Fund") for deposit in escrow and, as soon as possible, invest the Escrowed Amount in accordance with the terms hereof. Escrow Agent shall immediately notify Selling Stockholder of its receipt of the Escrow Amount. Escrow Agent shall have no duty to solicit the Escrowed Amount. 3. Investment of Escrow Amount. Except as Selling Stockholder and Parent may from time to time jointly instruct Escrow Agent in writing, the Escrow Fund shall be invested in the [To Be Determined] until disbursement of the entire Escrow Fund. Escrow Agent is authorized upon receipt of joint written instructions of Selling Stockholder and Parent to liquidate in accordance with its customary procedures any portion of the Escrow Fund necessary to provide for payments required to be made as indicated in such written instructions received by the Escrow Agent in accordance with this Agreement. 4. Reporting of Interest. The parties hereto agree that, for tax reporting purposes, all interest, gains and other income ("Escrow Earnings") in any calendar year shall (a) to the extent such Escrow Earnings are distributed by the Escrow Agent to any person or entity pursuant to the terms of this Agreement during such calendar year, be allocated to such person or entity, and (b) otherwise be allocated to BVHI. If at any time BVHI (x) certifies in writing to the Escrow Agent pursuant to a Tax Distribution Amount Payment Instruction in the form of Exhibit I with a copy to Selling Stockholder: (i) that BVHI is required to pay taxes with respect to a portion of Escrow Earnings that are allocated to BVHI pursuant to clause (b) of the preceding sentence of this Section 4 with respect to a calendar year, (ii) the amount of such allocated Escrow Earnings, and (iii) that such tax payment is due within thirty (30) calendar days of the date of such certification, and (y) directs the Escrow Agent to distribute to BVHI an amount equal to the amount of such allocated Escrow Earnings multiplied by 50 percent (the "Tax Distribution Amount"), then the Escrow Agent shall promptly distribute to BVHI such Tax Distribution Amount, or if less the then remaining balance of the Escrow Fund, from such allocated Escrow Earnings and Escrow Agent shall provide to Selling Stockholder notice of such distribution in accordance with Section 9. Any distributions made by Escrow Agent pursuant to this Agreement shall be subject to withholding regulations then in force with respect to United States taxes. Selling Stockholder and BVHI will timely forward to the Escrow Agent all information required to enable the Escrow Agent to comply with any applicable reporting, withholding or backup withholding requirements. The parties hereto understand that, if the applicable tax identification 2

numbers are not certified, or the applicable forms are not provided, to the Escrow Agent, the Internal Revenue Code, as amended from time to time, may require withholding of a portion of Escrow Earnings. The parties agree that this Section 4 will be consistently adhered to by the parties and is intended to satisfy Proposed Treasury Regulation Section 1.468B-8(h)(2). This Section 4 shall survive notwithstanding any termination of this Agreement or the resignation of the Escrow Agent. 5. Rights in the Escrow. Parent, BVHI, Purchaser and Selling Stockholder agree that the Escrow Fund held in escrow pursuant hereto shall be for the exclusive benefit of BVHI, Purchaser, Selling Stockholder and their respective successors and assigns, and, except as otherwise required by court order, no other person or entity shall have any right, title or interest therein, and, except as required by any such court order, any claim of any person to the Escrow Fund, or any part thereof, shall be subject and subordinated to the prior right thereto of

numbers are not certified, or the applicable forms are not provided, to the Escrow Agent, the Internal Revenue Code, as amended from time to time, may require withholding of a portion of Escrow Earnings. The parties agree that this Section 4 will be consistently adhered to by the parties and is intended to satisfy Proposed Treasury Regulation Section 1.468B-8(h)(2). This Section 4 shall survive notwithstanding any termination of this Agreement or the resignation of the Escrow Agent. 5. Rights in the Escrow. Parent, BVHI, Purchaser and Selling Stockholder agree that the Escrow Fund held in escrow pursuant hereto shall be for the exclusive benefit of BVHI, Purchaser, Selling Stockholder and their respective successors and assigns, and, except as otherwise required by court order, no other person or entity shall have any right, title or interest therein, and, except as required by any such court order, any claim of any person to the Escrow Fund, or any part thereof, shall be subject and subordinated to the prior right thereto of BVHI, Purchaser and Selling Stockholder. 6. Reporting of Accrued Interest and Fees of the Escrow Agent. At the request of either Parent or Selling Stockholder made prior to a contemplated distribution from the Escrow Fund or at such other times, not more frequently than once a month, Escrow Agent shall report to the requesting party for its review the amount of accrued interest earned to date on the Payment Amount, as such term is defined in the CP Agreement, and credited to the escrow account. 7. Distribution from Escrow. The Escrow Agent shall continue to hold the Escrow Fund in escrow until authorized under this Escrow Agreement to distribute the Escrow Fund. The Escrow Agent shall distribute all or a portion of the Escrow Fund as follows: 7.1 If and when the Payment Amount is finally determined pursuant to the CP Agreement, then either BVHI or Selling Stockholder ("Notifying Party") may provide written notice of such determination ("Notice of Determination") to Escrow Agent and the other party hereto ("Recipient"). The Notice of Determination shall be substantially in the form of Exhibit II, shall set forth the amount of EBIT of the Acquired Business for 2002 and the Payment Amount, and shall include a copy of the Balance Sheet and Income Statement, the report of the Auditors or Arbitrating Accountants, as the case may be, setting forth their written report of the determination, in accordance with the CP Agreement, of the amount of EBIT for the Acquired Business for the year ending December 31, 2002 and the Payment Amount. The Escrow Agent shall have no duty to validate or verify any of the information contained within the Notice of Determination. 7.2 If Recipient does not notify the Escrow Agent in writing (with a copy to Notifying Party) within 30 calendar days after the Notice of Determination is given by Notifying Party that Recipient objects to disbursement of all or a portion of the Escrowed Fund, as provided for in the Notice of Determination, then the Escrow Agent shall as soon as practicable disburse from the Escrow Fund to Selling Stockholder: 7.2.1. the Payment Amount, 7.2.2. plus interest accrued on the Payment Amount from the date of deposit of the Escrowed Amount with the Escrow Agent until the date of disbursement less any portion of the Tax Distribution Amount paid to BVHI allocable to such interest. 3

Concurrent with the disbursement of such funds to Selling Stockholder, Escrow Agent shall disburse the remainder of the Escrow Fund, less any unpaid fees owed to the Escrow Agent, to BVHI. 7.3 If Recipient notifies the Escrow Agent in writing (with a copy to Notifying Party) within 30 calendar days after the Notice of Determination is given by Notifying Party that Recipient objects to the proposed disbursement of Escrow Funds, then the Escrow Agent shall disburse Escrow Funds as soon as practicable only if, and to the extent (i) that BVHI and Selling Stockholder provide joint written instructions to the Escrow Agent or (ii) as determined by the final order, decree or judgment of a court of competent jurisdiction in New York, New York (the time for appeal having expired with no appeal being taken) in a proceeding to which BVHI and Selling Stockholder are parties as forwarded to the Escrow Agent by the prevailing party with a copy to the non-

Concurrent with the disbursement of such funds to Selling Stockholder, Escrow Agent shall disburse the remainder of the Escrow Fund, less any unpaid fees owed to the Escrow Agent, to BVHI. 7.3 If Recipient notifies the Escrow Agent in writing (with a copy to Notifying Party) within 30 calendar days after the Notice of Determination is given by Notifying Party that Recipient objects to the proposed disbursement of Escrow Funds, then the Escrow Agent shall disburse Escrow Funds as soon as practicable only if, and to the extent (i) that BVHI and Selling Stockholder provide joint written instructions to the Escrow Agent or (ii) as determined by the final order, decree or judgment of a court of competent jurisdiction in New York, New York (the time for appeal having expired with no appeal being taken) in a proceeding to which BVHI and Selling Stockholder are parties as forwarded to the Escrow Agent by the prevailing party with a copy to the nonprevailing party. 7.4 The Escrow Agent shall distribute all or a portion of the Escrow Fund as BVHI and Selling Stockholder may by joint written instruction direct the Escrow Agent. 8. Termination of Escrow. The escrow and the respective rights and obligations of Parent, BVHI, Purchaser, Selling Stockholder and the Escrow Agent with respect thereto and with respect to the Escrow Fund shall terminate upon the payment by the Escrow Agent of the entire Escrow Fund in accordance with Section 7. Notwithstanding any termination pursuant to this Section 8, the provisions of Article First shall survive such termination and remain in full force and effect. 9. Notices. All notices, consents, waivers, and other communications under this Agreement must be in writing in English and be given by one of the means specified in this Section 9 and shall be deemed to have been duly given (a) if delivered by hand, then upon delivery; (b) if sent by telecopier (with written confirmation of receipt), then upon transmission; (c) if mailed by certified mail, return receipt requested, then five business days after deposit with the postal service with first class postage and charges prepaid; and (d) if sent by a nationally recognized overnight delivery service (fee paid and receipt requested), then on the business day specified for delivery on the waybill therefor (or if no date is specified in such waybill, then on the second business day after the date of the waybill), in each case to the appropriate addresses and telecopier numbers set forth below (or to such other addresses and telecopier numbers as a party may designate by notice to the other parties): If to Selling Stockholder: Dickerson Wright 14175 Biscayne Place Poway, California 92064 Telecopier: (858) 487-4739 Telephone: (858) 487-4787 (See Schedule C for Wire Instructions) 4

with a copy to: O'Melveny & Myers LLP Suite 100 114 Pacifica Irvine, California 92618 Attn: J. Jay Herron Fax: (949) 737-2300 If to Parent, BVHI or Purchaser: c/o Bureau Veritas, S.A. 17 bis, Place des Reflets La Defense 2 92400 Courbevoie, France Attention: Francois Tardan and Anne-France Saugnac Telecopier: 011-33-1-42915488 Telephone: 011-33-1-42915449

with a copy to: O'Melveny & Myers LLP Suite 100 114 Pacifica Irvine, California 92618 Attn: J. Jay Herron Fax: (949) 737-2300 If to Parent, BVHI or Purchaser: c/o Bureau Veritas, S.A. 17 bis, Place des Reflets La Defense 2 92400 Courbevoie, France Attention: Francois Tardan and Anne-France Saugnac Telecopier: 011-33-1-42915488 Telephone: 011-33-1-42915449 (See Schedule C for Wire Instructions) with a copy to: Thelen Reid & Priest LLP 40 West 57th Street New York, NY 10019, U.S.A. Attention: Burton K. Haimes Telecopier: (212) 603-2001 Telephone: (212) 603-2060 If to Escrow Agent, to: The Citigroup Private Bank 120 Broadway, 2nd floor New York, NY 10271 Attention: Kerry McDonough Telecopier: (212) 804-5401 Telephone: (212) 804-5499 10. Benefit of Parties. All of the terms and provisions of this Agreement shall be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns. This Agreement shall not be assignable by Selling Stockholder, other than to his legal representatives pursuant to the laws of descent and distribution. 11. Entire Agreement. This Agreement contains the entire understanding of the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings between the parties with respect thereto. 12. Facsimile Signatures. Facsimile signatures hereto shall be deemed to have the same effect as original signatures. 5 13. Captions. The captions of the Articles and Sections of this Agreement are solely for convenient reference and shall not be deemed to affect the meaning or interpretation of any Article or Section hereof. 14. Fees and Expenses of the Escrow Agent. The fees and expenses of the Escrow Agent as outlined in the attached Schedule B shall be payable by BVHI. 6 [GRAPHIC] CITIBANK Schedule B

13. Captions. The captions of the Articles and Sections of this Agreement are solely for convenient reference and shall not be deemed to affect the meaning or interpretation of any Article or Section hereof. 14. Fees and Expenses of the Escrow Agent. The fees and expenses of the Escrow Agent as outlined in the attached Schedule B shall be payable by BVHI. 6 [GRAPHIC] CITIBANK Schedule B SCHEDULE OF FEES FOR SERVICES AS ESCROW AGENT , 2002 Acceptance Fee To cover the acceptance of the Escrow Agency appointment, the study of the Escrow Agreement, and supporting documents submitted in connection with the execution and delivery thereof, communication with other members of the working group: Waived Flat Annual Administration Fee To cover maintenance of accounts including safekeeping of assets, normal administrative functions of the Escrow Agent, including maintenance of the Escrow Agent's records, follow-up of the Escrow Agreement's provisions, and any other duties required by the Escrow Agent under the terms of the Escrow Agreement: Accounts (1): $6,000 per Annum Transaction Fee
$100 per investment Waived if funds are invested in the Citifunds Premium Liquid Reserves (onshore and offshore versions) money market mutual fund. Please note that fund administration charges, inclusive of Shareholder servicing fees, are built in to the net yields provided by each fund.

Legal Fee To cover review of legal documents by Citibank's outside counsel on behalf of Citigroup's Private Bank Custody & Advisor Services: AT COST (if necessary) Other Fees $2,500 per amendment when necessary 7 [GRAPHIC] CITIBANK Assumptions:

[GRAPHIC] CITIBANK Schedule B SCHEDULE OF FEES FOR SERVICES AS ESCROW AGENT , 2002 Acceptance Fee To cover the acceptance of the Escrow Agency appointment, the study of the Escrow Agreement, and supporting documents submitted in connection with the execution and delivery thereof, communication with other members of the working group: Waived Flat Annual Administration Fee To cover maintenance of accounts including safekeeping of assets, normal administrative functions of the Escrow Agent, including maintenance of the Escrow Agent's records, follow-up of the Escrow Agreement's provisions, and any other duties required by the Escrow Agent under the terms of the Escrow Agreement: Accounts (1): $6,000 per Annum Transaction Fee
$100 per investment Waived if funds are invested in the Citifunds Premium Liquid Reserves (onshore and offshore versions) money market mutual fund. Please note that fund administration charges, inclusive of Shareholder servicing fees, are built in to the net yields provided by each fund.

Legal Fee To cover review of legal documents by Citibank's outside counsel on behalf of Citigroup's Private Bank Custody & Advisor Services: AT COST (if necessary) Other Fees $2,500 per amendment when necessary 7 [GRAPHIC] CITIBANK Assumptions: o Funds to be invested in Citifunds Premium Liquid Reserves (onshore and offshore); o Governing law to be New York. o BVHI shall be responsible for the foregoing fees. The above schedule of fees does not include charges for out-of-pocket expenses or for any services of an extraordinary nature that we or our legal counsel may be called upon from time to time to perform in either an agency or fiduciary capacity, nor does it include the fees of our legal counsel. Fees are also subject to satisfactory

[GRAPHIC] CITIBANK Assumptions: o Funds to be invested in Citifunds Premium Liquid Reserves (onshore and offshore); o Governing law to be New York. o BVHI shall be responsible for the foregoing fees. The above schedule of fees does not include charges for out-of-pocket expenses or for any services of an extraordinary nature that we or our legal counsel may be called upon from time to time to perform in either an agency or fiduciary capacity, nor does it include the fees of our legal counsel. Fees are also subject to satisfactory review of the documentation, and we reserve the right to modify them should the characteristics of the transaction change. Our participation in this program is subject to internal approval of the third party depositing monies into the escrow account. The acceptance fee is payable upon execution of the documents. Should this schedule of fees be accepted and agreed upon and work commenced on this program but subsequently halted and the program is not brought to market, the Acceptance Fee and legal fees incurred, if any, will still be payable in full. This Fee Schedule is offered for, and applicable to the program cited on page one only, and is guaranteed for thirty calendar days from the date on this proposal. After thirty calendar days, this offer can be extended in writing only by an authorized representative of Citibank, N.A. 8 Schedule C A) Selling Stockholder BANK ROUTING ABA NO.: BANK NAME: ACCOUNT NUMBER: ACCOUNT NAME: A/C#: NOTES: Please contact to notify them that the transfer is being made. B) BVHI BANK ROUTING ABA NO.: 021 000 089 BANK NAME: Citibank, 153 East 53rd St., New York, NY 10043 ACCOUNT NUMBER:53505184 ACCOUNT NAME: Thelen Reid & Priest LLP Attorney Special Account - FBO Bureau Veritas, S.A. NOTES: Please contact Jeanne Montalbano at (212) 559-2072 to notify them that the transfer is being made. 9

Schedules A, B and C are agreed to as above:

Schedule C A) Selling Stockholder BANK ROUTING ABA NO.: BANK NAME: ACCOUNT NUMBER: ACCOUNT NAME: A/C#: NOTES: Please contact to notify them that the transfer is being made. B) BVHI BANK ROUTING ABA NO.: 021 000 089 BANK NAME: Citibank, 153 East 53rd St., New York, NY 10043 ACCOUNT NUMBER:53505184 ACCOUNT NAME: Thelen Reid & Priest LLP Attorney Special Account - FBO Bureau Veritas, S.A. NOTES: Please contact Jeanne Montalbano at (212) 559-2072 to notify them that the transfer is being made. 9

Schedules A, B and C are agreed to as above: BUREAU VERITAS, S.A.: By (Signature) Print Name: Frank Piedelievre Title: President and Chief Executive Officer BUREAU VERITAS HOLDINGS, INC.: By (Signature) Print Name: Frank Piedelievre Title: Chairman of the Board and President VOICE ACQUISITION CORP.: By (Signature)

Schedules A, B and C are agreed to as above: BUREAU VERITAS, S.A.: By (Signature) Print Name: Frank Piedelievre Title: President and Chief Executive Officer BUREAU VERITAS HOLDINGS, INC.: By (Signature) Print Name: Frank Piedelievre Title: Chairman of the Board and President VOICE ACQUISITION CORP.: By (Signature) Print Name: Frank Piedelievre Title: Chairman of the Board and President Dickerson Wright CITIBANK, N.A. By: Citibank Escrow Agreement

Exhibit I FORM OF TAX DISTRIBUTION AMOUNT PAYMENT INSTRUCTION , 2003 The Citigroup Private Bank 120 Broadway, 2nd floor New York, NY 10271 Attention: Kerry McDonough Ladies and Gentlemen: This Tax Distribution Amount Payment Instruction (this "Tax Distribution Notice") is being given pursuant to Section 4 of that certain Escrow Agreement (the "Escrow Agreement") dated as of , 2002, among Bureau Veritas, S.A., a French societe anonyme ("Parent"), Bureau Veritas Holdings, Inc., a Delaware corporation and wholly-owned subsidiary of Parent ("BVHI"), Voice Acquisition Corp., a Delaware corporation and whollyowned subsidiary of BVHI ("Purchaser"), Dickerson Wright, a resident of California ("Selling Stockholder"), and Citibank, N.A., a national banking association (the "Escrow Agent") and that certain Contingent Payment Agreement (the "CP Agreement") dated as of August 8, 2002 among Selling Stockholder, BVHI and Purchaser.

Exhibit I FORM OF TAX DISTRIBUTION AMOUNT PAYMENT INSTRUCTION , 2003 The Citigroup Private Bank 120 Broadway, 2nd floor New York, NY 10271 Attention: Kerry McDonough Ladies and Gentlemen: This Tax Distribution Amount Payment Instruction (this "Tax Distribution Notice") is being given pursuant to Section 4 of that certain Escrow Agreement (the "Escrow Agreement") dated as of , 2002, among Bureau Veritas, S.A., a French societe anonyme ("Parent"), Bureau Veritas Holdings, Inc., a Delaware corporation and wholly-owned subsidiary of Parent ("BVHI"), Voice Acquisition Corp., a Delaware corporation and whollyowned subsidiary of BVHI ("Purchaser"), Dickerson Wright, a resident of California ("Selling Stockholder"), and Citibank, N.A., a national banking association (the "Escrow Agent") and that certain Contingent Payment Agreement (the "CP Agreement") dated as of August 8, 2002 among Selling Stockholder, BVHI and Purchaser. Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Escrow Agreement. BVHI hereby notifies the Escrow Agent as follows: 1. BVHI is required to pay taxes with respect to a portion of the Escrow Earnings that is allocated to BVHI pursuant to Section 4 of the Escrow Agreement. 2. The amount of the Escrow Earnings allocated to BVHI is $ . 3. The tax payment is due within 30 calendar days of the date of this Tax Distribution Notice. 4. BVHI hereby directs the Escrow Agent immediately to distribute to BVHI $ , being an amount equal to the amount of the allocated Escrow Earnings ($ ) multiplied by 50% or, if less, the remaining balance of the Escrow Fund. Escrow Agent is hereby directed to distribute such amount to the account of BVHI as follows:
Bank Name: ABA Number: Account Name: Please contact been made.

BVHI at -------------to notify them that the transfer has

5. A copy of this Tax Distribution Notice has been sent to Selling Stockholder at his address as set forth in Section 2.6 of the Escrow Agreement. Very truly yours, BVHI By: Name Title: cc: Dickerson Wright J. Jay Herron

11

Exhibit II Version A NOTICE OF DETERMINATION [IF DETERMINED BY AUDITOR] , 2003 The Citigroup Private Bank 120 Broadway, 2nd floor New York, NY 10271 Attention: Kerry McDonough Re: Escrow Account No. 361085 Ladies and Gentlemen: This Notice of Determination (this "Notice of Determination") is being given pursuant to Section 7 of that certain Escrow Agreement (the "Escrow Agreement") dated as of , 2002, among Bureau Veritas, S.A. a French societe anonyme ("Parent"), Bureau Veritas Holdings, Inc., a Delaware corporation and wholly-owned subsidiary of Parent ("BVHI"), Voice Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of BVHI ("Purchaser"), Dickerson Wright, a resident of California ("Selling Stockholder"), and Citibank, N.A., a national banking association (the "Escrow Agent") and that certain Contingent Payment Agreement (the "CP Agreement") dated as of August 8, 2002 among Selling Stockholder, BVHI and Purchaser. Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the CP Agreement. The undersigned hereby notifies the Escrow Agent as follows: 1. Auditors have determined that EBIT for the Acquired Business for 2002 is in excess of $ million. 2. Auditors have determined that the Payment Amount, as determined in accordance with Section 3.1 of the CP Agreement, is $ . 3. The determination of the Payment Amount is the final and binding determination of such amount because [Select as appropriate from the following] [BVHI and Selling Stockholder have accepted the written report of Auditors, a copy of which is attached hereto as Exhibit A.] [On 2003, BVHI delivered to Selling Stockholder the Balance Sheet, Income Statement and a written report of the Auditor, a copy of which is attached, setting forth EBIT for the Acquired Business for the year ended December 31, 2002 and Payment Amount and BVHI did not receive written objection from Selling Stockholder within 30 calendar days after the date of delivery of such materials to Selling Stockholder.] [BVHI and Selling Stockholder have, after consultation with one another, agreed upon the Payment Amount and BVHI and Selling Stockholder have jointly issued this Notice of Determination as evidenced by the authorized signatures below.] 12 4. The undersigned hereby instructs the Escrow Agent to pay $ , calculated as set forth below, from the Escrow Fund to Selling Stockholder in accordance with the wire transfer instructions set forth in Part A of Schedule C.
Payment Amount $ ------------

Exhibit II Version A NOTICE OF DETERMINATION [IF DETERMINED BY AUDITOR] , 2003 The Citigroup Private Bank 120 Broadway, 2nd floor New York, NY 10271 Attention: Kerry McDonough Re: Escrow Account No. 361085 Ladies and Gentlemen: This Notice of Determination (this "Notice of Determination") is being given pursuant to Section 7 of that certain Escrow Agreement (the "Escrow Agreement") dated as of , 2002, among Bureau Veritas, S.A. a French societe anonyme ("Parent"), Bureau Veritas Holdings, Inc., a Delaware corporation and wholly-owned subsidiary of Parent ("BVHI"), Voice Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of BVHI ("Purchaser"), Dickerson Wright, a resident of California ("Selling Stockholder"), and Citibank, N.A., a national banking association (the "Escrow Agent") and that certain Contingent Payment Agreement (the "CP Agreement") dated as of August 8, 2002 among Selling Stockholder, BVHI and Purchaser. Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the CP Agreement. The undersigned hereby notifies the Escrow Agent as follows: 1. Auditors have determined that EBIT for the Acquired Business for 2002 is in excess of $ million. 2. Auditors have determined that the Payment Amount, as determined in accordance with Section 3.1 of the CP Agreement, is $ . 3. The determination of the Payment Amount is the final and binding determination of such amount because [Select as appropriate from the following] [BVHI and Selling Stockholder have accepted the written report of Auditors, a copy of which is attached hereto as Exhibit A.] [On 2003, BVHI delivered to Selling Stockholder the Balance Sheet, Income Statement and a written report of the Auditor, a copy of which is attached, setting forth EBIT for the Acquired Business for the year ended December 31, 2002 and Payment Amount and BVHI did not receive written objection from Selling Stockholder within 30 calendar days after the date of delivery of such materials to Selling Stockholder.] [BVHI and Selling Stockholder have, after consultation with one another, agreed upon the Payment Amount and BVHI and Selling Stockholder have jointly issued this Notice of Determination as evidenced by the authorized signatures below.] 12 4. The undersigned hereby instructs the Escrow Agent to pay $ , calculated as set forth below, from the Escrow Fund to Selling Stockholder in accordance with the wire transfer instructions set forth in Part A of Schedule C.
Payment Amount plus interest earned on the Payment Amount less any portion of the Tax Distribution Amount paid to BVHI allocable to such interest $ ------------

+$

4. The undersigned hereby instructs the Escrow Agent to pay $ , calculated as set forth below, from the Escrow Fund to Selling Stockholder in accordance with the wire transfer instructions set forth in Part A of Schedule C.
Payment Amount plus interest earned on the Payment Amount less any portion of the Tax Distribution Amount paid to BVHI allocable to such interest $ ------------

+$ ============ $ ============

Amount Payable to Selling Stockholder

5. The undersigned hereby instructs the Escrow Agent to pay to BVHI the remaining portion of the Escrow Fund, less any unpaid fees of Escrow Agent, as provided for in Part B of Schedule C. Very truly yours, [BVHI By: ] or/and [as appropriate] [-----------------------] Dickerson Wright cc: J. Jay Herron Burton K. Haimes [BVHI] or [Dickerson Wright] 13

EXHIBIT A Issued by the Auditors Report of Independent Accountants To the Management of BVHI To Mr. Dickerson Wright We have audited the accompanying special-purpose consolidated balance sheet of U.S. Laboratories Inc. and subsidiaries as of December 31, 2002 and related income statement of U.S. Laboratories Inc. and subsidiaries for the year ended December 31, 2002. This financial statement is the responsibility of U.S. Laboratories Inc.'s management; our responsibility is to express an opinion on this financial statement based on our audit. We conducted our audit of this statement in accordance with generally accepted auditing standards, which require that we plan and perform the audit to obtain reasonable assurance about whether the statement is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts in the statement, assessing the accounting principles used and significant estimates made by management, and evaluating the overall presentation of the statement. We believe that our audit provides a reasonable basis for our opinion. The accompanying special-purpose financial statement was prepared for the purpose of determining EBIT of the Acquired Business for the year ended December 31, 2002 and the Payment Amount as provided for in Section 3.1 of the Contingent Payment Agreement (the "Agreement") dated August 8, 2002 among Bureau Veritas Holdings, Inc., a Delaware corporation ("BVHI"), Dickerson Wright and Voice Acquisition Corp., a Delaware corporation and indirect wholly-owned subsidiary of Parent.

EXHIBIT A Issued by the Auditors Report of Independent Accountants To the Management of BVHI To Mr. Dickerson Wright We have audited the accompanying special-purpose consolidated balance sheet of U.S. Laboratories Inc. and subsidiaries as of December 31, 2002 and related income statement of U.S. Laboratories Inc. and subsidiaries for the year ended December 31, 2002. This financial statement is the responsibility of U.S. Laboratories Inc.'s management; our responsibility is to express an opinion on this financial statement based on our audit. We conducted our audit of this statement in accordance with generally accepted auditing standards, which require that we plan and perform the audit to obtain reasonable assurance about whether the statement is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts in the statement, assessing the accounting principles used and significant estimates made by management, and evaluating the overall presentation of the statement. We believe that our audit provides a reasonable basis for our opinion. The accompanying special-purpose financial statement was prepared for the purpose of determining EBIT of the Acquired Business for the year ended December 31, 2002 and the Payment Amount as provided for in Section 3.1 of the Contingent Payment Agreement (the "Agreement") dated August 8, 2002 among Bureau Veritas Holdings, Inc., a Delaware corporation ("BVHI"), Dickerson Wright and Voice Acquisition Corp., a Delaware corporation and indirect wholly-owned subsidiary of Parent. In our opinion, the special-purpose financial statement referred to above and the accompanying statements of EBIT of the Acquired Business for the year ended December 31, 2002 and Payment Amount present fairly, in all material respects, the consolidated financial position of the Acquired Business at, and for the year ended, December 31, 2002 in accordance with the terms of the Agreement described in the preceding paragraph. This report is intended solely for the information and use of the management of BVHI and Dickerson Wright and should not be used for any other purpose. Auditor Signature , 2003 14

Exhibit II Version B NOTICE OF DETERMINATION [IF DETERMINED BY ARBITRATING ACCOUNTANT] , 2003 Citigroup Private Bank 120 Broadway, 2nd floor New York, NY 10271 Attention: Kerry McDonough Re: Escrow Account No. 361085 Ladies and Gentlemen: This Notice of Determination (this "Notice of Determination") is being given pursuant to Section 7 of that certain Escrow Agreement (the "Escrow Agreement") dated as of , 2002, among Bureau Veritas, S.A. a French societe

Exhibit II Version B NOTICE OF DETERMINATION [IF DETERMINED BY ARBITRATING ACCOUNTANT] , 2003 Citigroup Private Bank 120 Broadway, 2nd floor New York, NY 10271 Attention: Kerry McDonough Re: Escrow Account No. 361085 Ladies and Gentlemen: This Notice of Determination (this "Notice of Determination") is being given pursuant to Section 7 of that certain Escrow Agreement (the "Escrow Agreement") dated as of , 2002, among Bureau Veritas, S.A. a French societe anonyme ("Parent"), Bureau Veritas Holdings, Inc., a Delaware corporation and wholly-owned subsidiary of Parent ("BVHI"), Voice Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of BVHI ("Purchaser"), Dickerson Wright, a resident of California ("Selling Stockholder"), and Citibank, N.A., a national banking association (the "Escrow Agent") and that certain Contingent Payment Agreement (the "CP Agreement") dated as of August 8, 2002 among Selling Stockholder, BVHI and Purchaser. Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the CP Agreement. The undersigned hereby notifies the Escrow Agent as follows: 1. is the Arbitrating Accountant agreed upon by BVHI and Selling Stockholder. 2. Arbitrating Accountant has determined that: 2.1 EBIT for the Acquired Business for 2002 is in excess of $ million; 2.2. The Payment Amount is $ ; 2.3 The fees, costs and expenses of the Arbitrating Accountant are $ ; 2.4 EBIT has [has not] been understated by three percent or more and therefore [BVHI] [Selling Stockholder] shall pay the fees of the Arbitrating Accountant. 3. The determinations set forth in Section 2 above are the final determinations of the Arbitrating Accountant. 4. Attached as Exhibit A is the report of the Arbitrating Accountant setting forth such determination. Such report has been prepared in accordance with Section 4.2 of the CP Agreement. 15 5. The undersigned hereby instructs the Escrow Agent to pay $ , calculated as set forth below, from the Escrow Fund to Selling Stockholder in accordance with the wire transfer instructions set forth in Part A of Schedule C.
Payment Amount $ ------------

plus interest earned on the Payment Amount less any portion of the Tax Distribution Amount paid to BVHI allocable to such interest

+$ -----------

5. The undersigned hereby instructs the Escrow Agent to pay $ , calculated as set forth below, from the Escrow Fund to Selling Stockholder in accordance with the wire transfer instructions set forth in Part A of Schedule C.
Payment Amount $ ------------

plus interest earned on the Payment Amount less any portion of the Tax Distribution Amount paid to BVHI allocable to such interest

+$ -----------

less the fees, costs and expenses of the Arbitrating Accountant [if applicable]

-$ ----------$ ===========

Amount Payable to Selling Stockholder

6. The undersigned hereby instructs the Escrow Agent to pay to BVHI the remaining portion of the Escrow Fund, less any unpaid fees of the Escrow Agent, as provided for in Part B of Schedule C. Very truly yours, [BVHI By: ] or [as appropriate] [-----------------------] Dickerson Wright cc: J. Jay Herron Burton K. Haimes [BVHI] or [Dickerson Wright] 16


				
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