Certification

I, John OKeefe, certify that:

|1. I have reviewed this annual report on Form 10-KSB of Verdisys, Inc.;                                      
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|2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to    
|state a material fact necessary to make the statements made, in light of the circumstances under which       
|such statements were made, not misleading with respect to the period covered by this report;                 
|3. Based on my knowledge, the financial statements, and other financial information included in this         
|report, fairly present in all material respects the financial condition, results of operations and cash flows
|of the registrant as of, and for, the periods presented in this report;                                      
|4. The small business issuers other certifying officer(s) and I are responsible for establishing and        
|maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-          
|15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-    
|15(f)) for the small business issuer and have:                                                               

|a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures    
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|to be designed under our supervision, to ensure that material information relating to the small business  
|issuer, including its consolidated subsidiaries, is made known to us by others within those entities,     
|particularly during the period in which this report is being prepared;                                    
|b) Designed such internal control over financial reporting, or caused such internal control over financial
|reporting to be designed under our supervision, to provide reasonable assurance regarding the             
|reliability of financial reporting and the preparation of financial statements for external purposes in   
|accordance with generally accepted accounting principles;                                                 
|c) Evaluated the effectiveness of the small business issuers disclosure controls and procedures and      
|presented in this report our conclusions about the effectiveness of the disclosure controls and           
|procedures, as of the end of the period covered by this report based on such evaluation; and              
|d) Disclosed in this report any change in the small business issuers internal control over financial     
|reporting that occurred during the small business issuers most recent fiscal quarter (the small business 
|issuers fourth fiscal quarter in the case of an annual report) that has materially affected, or is       
|reasonably likely to materially affect, the small business issuers internal control over financial       
|reporting; and                                                                                            

|5. The small business issuers other certifying officer(s) and I have disclosed, based on our most recent
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|evaluation of internal control over financial reporting, to the small business issuers auditors and the 
|audit committee of the small business issuers board of directors (or persons performing the equivalent  
|functions):                                                                                              

|a) All significant deficiencies and material weaknesses in the design or operation of internal control over
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|financial reporting which are reasonably likely to adversely affect the small business issuers ability to 
|record, process, summarize and report financial information; and                                           
|b) Any fraud, whether or not material, that involves management or other employees who have a              
|significant role in the small business issuers internal control over financial reporting.                 

|Date: April 15, 2004        
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|                            
|/s/ John OKeefe            
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|John OKeefe                
|Chief Financial Officer     
|Principal Accounting Officer

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