Exhibit 10.6

                          AGREEMENT AND PLAN OF MERGER
                                 BY AND BETWEEN
                         RECONSTRUCTION DATA GROUP, INC.
                                       AND
                                 VERDISYS, INC.

THIS AGREEMENT AND PLAN OF MERGER ("Agreement"),  is dated as of April 24, 2003,
by and between Reconstruction Data Group, Inc. ("RDGI") a California corporation
whose principal  place of business is located at 11650 Iberia Place,  Suite 201,
San Diego,  California 92128, such corporation being herein sometimes called the
"Surviving   Corporation,"  and  Verdisys,   Inc.  ("Verdisys"),   a  California
corporation  whose  principal  place of  business is located at 10600 N. De Anza
Boulevard,  Suite  250,  Cupertino,  CA 95014,  such  corporation  being  herein
sometimes called the  "Disappearing  Corporation,"  with RDGI and Verdisys being
herein  sometimes  collectively  called  the  "Constituent  Corporations."  This
agreement replaces all preceding agreements.


SECTION 1. NAME OF SURVIVING CORPORATION; ARTICLES OF INCORPORATION AND BY-LAWS;
           BOARD OF DIRECTORS; OFFICERS

     1.1  Name of Surviving Corporation. The corporation which shall survive the
          merger  ("Merger")  contemplated  hereby is RDGI,  Inc.,  a California
          corporation.  However,  immediately  following the Effective  Time (as
          defined in Section 3.2 hereof), the name of the Surviving  Corporation
          shall be changed to "Verdisys, Inc."

     1.2  Articles of Incorporation  and By-laws:  The articles of incorporation
          (as defined in California Corporate Statutes) and the by-laws of RDGI,
          Inc.  as in effect at the  Effective  Time (as  defined in Section 3.2
          hereof)  shall from and after the  Effective  Time be the  articles of
          incorporation and the by-laws of the Surviving  Corporation until they
          are amended.

          1.3.1 Board of Directors  and  Officers: The directors and officers of
               Verdisys, as of the Effective Time shall be the directors and the
               officers of the  Surviving  Corporation,  each to serve,  in each
               case until his respective  successor  shall have been elected and
               qualified

     1.4  Employees  and  Consultants:  All  employees of Verdisys  shall remain
          employees of the Surviving  Corporation  following the Effective Time,
          at the sole  discretion of the directors and officers of the Surviving
          Corporation.

                                       -1-

RDGI Initial_____                                         Verdisys Initial______

<PAGE>

SECTION 2. STATUS AND CONVERSION OF SECURITIES

     2.1  Stock of Disappearing Corporation:

          (a)  Verdisys  Common  Stock.  Each share of common  stock,  par value
               $0.001  per  share,   of  Verdisys   ("Verdisys   Common  Stock")
               outstanding  at the Effective  Time shall,  subject to compliance
               with Section 2.1(d),  be converted into and exchanged for one (1)
               share of  common  stock,  par value $ 0.001  per  share,  of RDGI
               ("RDGI  Common  Stock"),  except that  shares of Verdisys  Common
               Stock held in Verdisys'  treasury at the Effective  Time, if any,
               shall be cancelled.

          (b)  Dissenter's Rights.  Notwithstanding  Section 2.1(a), no share of
               RDGI  Common  Stock  shall be issued in  respect of any shares of
               Verdisys  Common Stock,  the holders of which shall object to the
               Merger in writing and demand payment of the value of their shares
               pursuant  to  the  General   Corporation  Law  of  the  State  of
               California  and as a  result  payment  therefore  is  made,  such
               holders to have only the rights provided by such law.

          (c)  Surrender and Exchange of Verdisys  Common Stock.  Subject to the
               provisions  of Section  2.1(a) and  2.1(d),  after the  Effective
               Time,  each holder of an outstanding  certificate or certificates
               ("Old Certificates")  theretofore representing shares of Verdisys
               Common Stock, upon surrender  thereof to Randall J. Lanham,  Esq.
               ("Exchange  Agent"),  at 28562 Oso Parkway,  Unit D, Rancho Santa
               Margarita,  California  92688,  shall be  entitled  to receive in
               exchange   therefore  a   certificate   or   certificates   ("New
               Certificates"),  which  RDGI  agrees  to  make  available  to the
               Exchange Agent as soon as practicable  after the Effective  Time,
               representing  the  number of whole  shares of RDGI  Common  Stock
               rounded  up to the  nearest  whole  share  into and for which the
               shares of Verdisys Common Stock  theretofore  represented by such
               surrendered Old Certificates have been converted. No certificates
               or scrip for  fractional  shares  of RDGI  Common  Stock  will be
               issued,  no RDGI  stock  split or  dividend  shall  relate to any
               fractional share interest,  and no such fractional share interest
               shall  entitle  the owner  thereof  to vote or to any rights of a
               shareholder of RDGI.

          (d)  Endorsement  of  Shares  of  Verdisys   Common  Stock.   The  Old
               Certificates  to be surrendered by the holders of Verdisys Common
               Stock shall be properly endorsed and otherwise in proper form for
               transfer  in  accordance  with the  share  exchange  instructions
               provided to the holders of such securities.

                                       -2-
<PAGE>

          (e)  Stock  Transfers.  As of the  Effective  Time, no transfer of the
               shares  of  Verdisys  Common  Stock   outstanding  prior  to  the
               Effective  Time shall be made on the stock  transfer  book of the
               Surviving   Corporation.   If,  after  the  Effective  Time,  Old
               Certificates  are  presented to the Surviving  Corporation,  they
               shall be exchanged pursuant to Section 2.1 (c).

     2.2  Assumption  and  Recognition  of  Verdisys  Options:  On and after the
          Effective Time, RDGI shall assume and recognize any vested or unvested
          stock options outstanding with respect to Verdisys Common Stock.

     2.3  Nonassumption  or  Nonrecognition  of RDGI  Options:  On and after the
          Effective Time,  Verdisys shall neither assume nor recognize any stock
          options  outstanding  with  respect to RDGI  Common  Stock.  It is the
          intention  of  RDGI to  cause  all  outstanding  stock  options  to be
          cancelled or exercised prior to the Effective Time.

     2.4  Capital  Stock  of  RDGI.  All  issued  shares  of RDGI  Common  Stock
          outstanding  prior to the Effective Time shall  continue  unchanged as
          securities of the Surviving Corporation.


SECTION 3. STOCKHOLDER APPROVALS; BOARDS OF DIRECTORS' RECOMMENDATIONS;  FILING;
           EFFECTIVE TIME

     3.1  Stockholder Approvals; Boards of Directors' Recommendations:  Meetings
          of the  stockholders  of Verdisys and RDGI shall be held in accordance
          with  the  General  Corporation  Law of the  State of  California,  in
          accordance with any and all applicable  federal laws or regulations or
          SEC provisions,  respectively, as promptly as possible, after at least
          20 days'  prior  written  notice  thereof to the  stockholders  of the
          respective Constituent Corporations, in each case, among other things,
          to consider and vote upon the adoption and approval of this Agreement,
          the Merger and the other transactions, if any, contemplated hereby. In
          the event  that  either  party  hereto is able to obtain  the  written
          consent  of the  owners of a  majority  of its  outstanding  shares of
          capital   stock  in  favor  of  the  Merger,   then  no  notice  of  a
          stockholders'  meeting need be given to such party's  stockholders and
          no proxies need to be solicited from such  stockholders  to accomplish
          the Merger.  Subject to its fiduciary  duty to its  stockholders,  the
          Board of Directors of RDGI shall  recommend to its  stockholders  that
          this  Agreement,  the Merger and the other  transactions  contemplated
          hereby,  if any, be adopted  and  approved.  Subject to its  fiduciary
          duties to its  stockholders,  the Board of Directors of Verdisys shall
          recommend to its stockholders that this Agreement,  the Merger and the
          other  transactions  contemplated  hereby,  if  any,  be  adopted  and
          approved.

                                        3
<PAGE>

     3.2  Filing;  Effective Time: As soon as practicable after the adoption and
          approval  of this  Agreement,  the Merger  and the other  transactions
          contemplated hereby, if any, by the respective stockholders of each of
          the  Constituent  Corporations  (unless one or more of the  conditions
          contained in Sections 7 and 8 have not then been  fulfilled or waived,
          then as soon as  practicable  after the  fulfillment  or waiver of all
          such  conditions),  an  appropriate  certificate of merger in the form
          required by  California  law shall be executed and filed in the office
          of the  Secretary of State of the State of  California,  at which time
          the Merger shall become  effective  (the  "Closing" or the  "Effective
          Time").  The  parties  intend the  Closing to take place no later than
          5:00 p.m., Pacific Standard Time, on May 30, 2003.


SECTION 4. CERTAIN EFFECTS OF THE MERGER

     4.1  Effects of Merger:  When the Merger  becomes  effective,  the separate
          existence of Verdisys shall cease, Verdisys shall be merged into RDGI,
          and  the   Surviving   Corporation   shall  possess  all  the  rights,
          privileges,  powers and franchises of a public or private nature,  and
          shall be subject to all the  restrictions,  disabilities and duties of
          each  of the  Constituent  Corporations;  and all  and  singular,  the
          rights,  privileges,  powers and franchises of each of the Constituent
          Corporations,  and all  property,  real,  personal and mixed,  and all
          debts  due to  either  of the  Constituent  Corporations  on  whatever
          account, as well for stock subscriptions as all other things in action
          or belonging to each of the Constituent  Corporations  shall be vested
          in the Surviving Corporation;  and all property,  rights,  privileges,
          powers  and  franchises,  and all and every  other  interest  shall be
          thereafter  as  effectively  as possible the property of the Surviving
          Corporation  as they were of the  several and  respective  Constituent
          Corporations;  and the  title to any  real  estate  vested  by deed or
          otherwise,  under  the  laws of any  jurisdiction,  in  either  of the
          Constituent  Corporations,  shall not revert or be in any way impaired
          by reason of the  Merger;  but all rights of  creditors  and all liens
          upon any property of either of the Constituent  Corporations  shall be
          preserved  unimpaired,  and all debts,  liabilities  and duties of the
          respective  Constituent  Corporations  shall thenceforth attach to the
          Surviving  Corporation,  and may be  enforced  against  it to the same
          extent as if such debts,  liabilities  and duties had been incurred or
          contracted by it.


SECTION 5. COVENANTS

     5.1  Covenants of Verdisys:  Verdisys  agrees that,  unless RDGI  otherwise
          agrees in writing:

          (a)  Certificate of Incorporation and Bylaws. Until the earlier of the
               Effective Time or the rightful  abandonment or termination of the
               Merger pursuant to Sections 7 or 8 or otherwise ("Release Time"),
               no amendment will be made in the certificate of  incorporation or
               bylaws of Verdisys;

          (b)  Dividends  and  Purchases of Stock.  Until the Release  Time,  no
               dividend  or  liquidating  or other  distribution  or stock split
               shall be  authorized,  declared,  paid or affected by Verdisys in
               respect of the outstanding shares of Verdisys Common Stock.

                                        4
<PAGE>

          (c)  Access.   Until  the  Release  Time,  Verdisys  will  afford  the
               officers,  directors,   employees,  counsel,  agents,  investment
               bankers  accountants and other  representatives  of RDGI free and
               full  access  to the  plants,  premises,  properties,  books  and
               records of Verdisys,  will permit them to make  extracts from and
               copies  of such  books  and  records,  and will from time to time
               furnish RDGI with such  additional  financial and operating  data
               and other information as to the financial  condition,  results of
               operations,  business,  properties, assets, liabilities or future
               prospects of Verdisys as RDGI from time to time may request.

          (d)  Conduct of  Business.  Until the  Release  Time,  Verdisys  shall
               conduct   its   affairs  so  that  at  the   Effective   Time  no
               representation  or warranty of Verdisys  will be  inaccurate,  no
               covenant  or  agreement  of  Verdisys  will be  breached,  and no
               condition of this Agreement will remain  unfulfilled by reason of
               the  actions  or  omissions  of  Verdisys.  Except  as  otherwise
               requested by RDGI in writing,  until the Release  Time,  Verdisys
               will use its best efforts to preserve the business  operations of
               Verdisys  intact,  to keep  available the services of its present
               personnel,  to preserve  in full force and effect the  contracts,
               agreements,   instruments,  leases,  licenses,  arrangements  and
               understandings of Verdisys,  and to preserve the good will of its
               suppliers,  customers and others having  business  relations with
               any of them.  Until the Release  Time,  Verdisys will conduct its
               business  and  operations  in all  respects  only in the ordinary
               course.

          (e)  Advice  of  Changes.   Until  the  Release  Time,  Verdisys  will
               immediately  advise RDGI in a detailed written notice of any fact
               or occurrence or any pending or threatened occurrence of which it
               obtains knowledge and which (if existing and known at the date of
               the execution of this  Agreement)  would have been required to be
               set forth or  disclosed  in or pursuant to this  Agreement or the
               Verdisys Disclosure Letter (as defined in Section 6.1 (a)), which
               (if existing  and known at any time prior to or at the  Effective
               Time)  would  make the  performance  by any  party of a  covenant
               contained in this Agreement  impossible or make such  performance
               materially  more  difficult  than in the  absence of such fact or
               occurrence,  or which (if  existing  and known at the time of the
               Effective   Time)  would   cause  a  condition   to  any  party's
               obligations under this Agreement not to be fully satisfied.

                                        5
<PAGE>

          (f)  Confidentiality.  Verdisys  shall  ensure  that all  confidential
               information  which  Verdisys or any of its  respective  officers,
               directors,  employees,  counsel,  agents,  investment bankers, or
               accountants  may now  possess or may  hereafter  create or obtain
               relating  to  the  financial  condition,  results  of  operation,
               business,  properties, assets, liabilities or future prospects of
               RDGI, any of RDGI affiliate,  or any customer or supplier of RDGI
               or any such affiliate shall not be published,  disclosed, or made
               accessible  by any of them to any  other  person or entity at any
               time or used by any of them except  pending the Effective Time in
               the  business  and for the  benefit  of  Verdisys,  in each  case
               without the prior  written  consent of RDGI;  provided,  however,
               that the  restrictions of this sentence shall not apply (i) after
               the Merger is  rightfully  abandoned  or  terminated  pursuant to
               Section  7 or  8 or  otherwise,  but  only  to  the  extent  such
               confidential  information  relates  to the  financial  condition,
               results of operations,  business, properties, assets, liabilities
               or future prospects of Verdisys, of any affiliate of any of them,
               or  (insofar  as  such  confidential   information  was  obtained
               directly by Verdisys or any such  affiliate  from any customer or
               supplier of any of them) of any such  customer or supplier,  (ii)
               as may otherwise be required by law, (iii) as may be necessary or
               appropriate in connection with the enforcement of this Agreement,
               or (iv) to the extent the information shall have otherwise become
               publicly  available.  Verdisys  shall,  and shall cause all other
               such  persons  and  entities  to,  deliver  to RDGI all  tangible
               evidence   of  the   confidential   information   to  which   the
               restrictions of the foregoing  sentence apply  immediately  after
               the rightful abandonment or termination of the Merger pursuant to
               Section 7 or 8 or otherwise.

          (g)  Public  Statements.  Before  Verdisys  releases  any  information
               concerning  this  Agreement,  the  Merger,  or any  of the  other
               transaction  contemplated by this Agreement which is intended for
               or may result in public  dissemination  thereof,  Verdisys  shall
               cooperate  with RDGI,  shall  furnish  drafts of all documents or
               proposed  oral  statements  to RDGI for  comments,  and shall not
               release any such information without the written consent of RDGI.
               Nothing  contained  herein shall prevent  Verdisys from releasing
               any information if required to do so by law.

          (h)  Indemnification.  Verdisys  agrees to indemnify and hold harmless
               RDGI and its officers, directors, managers, employees, agents and
               counsel,  against  any and  all  losses,  liabilities  (including
               personal   liabilities  of  certain  executives  and  directors),
               claims,  damages,  and expenses  whatsoever (which shall include,
               for all purposes of this Section  5.1(j),  but not be limited to,
               counsel  fees and any and all  expenses  whatsoever  incurred  in
               investigating,  preparing  or defending  against any  litigation,
               commenced or threatened, or any claim whatsoever, and any and all
               amounts paid in  settlement  of any claim or  litigation)  as and
               when  incurred and whether or not involving a third party arising
               out of, based upon, or in connection with (i) an untrue statement
               or alleged untrue  statement of a material fact contained in this

                                        6
<PAGE>

               Agreement or any other  document  relating to this  Agreement and
               the Merger  contemplated  thereby,  and (ii) any liability  under
               state or Federal  securities  laws resulting from any omission or
               alleged  omission to state a material  fact required to be stated
               in this  Agreement  or any  other  document  required  hereunder,
               provided in each case that such untrue statement,  alleged untrue
               statement,  omission,  or alleged omission relates to information
               furnished by or on behalf of, or pertaining  to,  Verdisys or any
               Verdisys   security   holder   or   (ii)   any   breach   of  any
               representation,  warranty,  covenant  or  agreement  of  Verdisys
               contained in this Agreement. The foregoing agreement to indemnify
               shall be in  addition to any  liability  Verdisys  may  otherwise
               have, including liabilities arising under this Agreement.

     5.2  Covenants of RDGI: RDGI agrees that, unless Verdisys  otherwise agrees
          in writing:


          (a)  Articles of  Incorporation  and Bylaws.  Until the earlier of the
               Effective Time or the rightful  abandonment or termination of the
               Merger pursuant to Section 7 or 8 or otherwise  ("Release Time"),
               no  amendment  will be made in the articles of  incorporation  or
               bylaws of RDGI.

          (b)  Shares and Options.  Until the Release Time, no shares of capital
               stock of RDGI,  options or warrants  for such  shares,  rights to
               subscribe to or purchase such shares,  or securities  convertible
               into or exchangeable for such shares, shall be issued, granted or
               sold by RDGI, otherwise than as may be required upon the exercise
               of RDGI stock options.

          (c)  Dividends  and  Purchases of Stock.  Until the Release  Time,  no
               dividend or stock split shall be  authorized,  declared,  paid or
               affected  by RDGI in  respect of the  outstanding  shares of RDGI
               Common Stock.

          (d)  Assets/Liabilities/Borrowing  of Money.  Until the Release  Time,
               RDGI shall not borrow  money,  guarantee  the borrowing of money,
               engage in any  transaction or enter into any material  agreement,
               except in the ordinary course of business.  At the Closing,  RDGI
               shall have no assets, no liabilities and no contracts in force or
               effect.

          (e)  Access.  Until the Release  Time,  RDGI will afford the officers,
               directors,   employees,   counsel,  agents,   investment  bankers
               accountants and other  representatives  of Verdisys free and full
               access to the plants, premises,  properties, books and records of
               RDGI and the RDGI Subsidiaries, will permit them to make extracts
               from and copies of such books and records,  and will from time to
               time  furnish   Verdisys  with  such  additional   financial  and
               operating  data  and  other   information  as  to  the  financial
               condition, results of operations,  business,  properties, assets,
               liabilities or future prospects of RDGI and the RDGI Subsidiaries
               as Verdisys from time to time may request.

                                        7
<PAGE>

          (f)  Conduct of Business.  Until the Release Time,  RDGI shall conduct
               its affairs so that at the Effective  Time no  representation  or
               warranty of RDGI will be inaccurate,  no covenant or agreement of
               RDGI will be breached,  and no condition of this  Agreement  will
               remain unfulfilled by reason of the actions or omissions of RDGI.
               Except as otherwise  requested by Verdisys in writing,  until the
               Release  Time,  RDGI will use its best  efforts to  preserve  the
               business  operations  of  RDGI  intact,  to  keep  available  the
               services of its present personnel,  to preserve in full force and
               effect the contracts, agreements,  instruments, leases, licenses,
               arrangements and understandings of RDGI, and to preserve the good
               will of its  suppliers,  customers  and  others  having  business
               relations  with any of them.  Until the Release  Time,  RDGI will
               conduct its business and  operations  in all respects only in the
               ordinary course.

          (g)  Advice of Changes.  Until the Release Time, RDGI will immediately
               advise  Verdisys  in a  detailed  written  notice  of any fact or
               occurrence  or any pending or  threatened  occurrence of which it
               obtains knowledge and which (if existing and known at the date of
               the execution of this  Agreement)  would have been required to be
               set forth or  disclosed  in or pursuant to this  Agreement or the
               RDGI  Disclosure  Letter [as defined in Section 6.02 (a)],  which
               (if existing  and known at any time prior to or at the  Effective
               Time)  would  make the  performance  by any  party of a  covenant
               contained in this Agreement  impossible or make such  performance
               materially  more  difficult  than in the  absence of such fact or
               occurrence,  or which (if  existing  and known at the time of the
               Effective   Time)  would   cause  a  condition   to  any  party's
               obligations under this Agreement not to be fully satisfied.

          (h)  Confidentiality.   RDGI  shall   ensure  that  all   confidential
               information  which  RDGI  or  any  of  its  officers,  directors,
               employees,  counsel,  agents,  investment bankers, or accountants
               may now possess or may hereafter create or obtain relating to the
               financial condition, results of operation,  business, properties,
               assets, liabilities or future prospects of Verdisys, any Verdisys
               affiliate,  or any  customer  or supplier of Verdisys or any such
               affiliate shall not be published,  disclosed,  or made accessible
               by any of them to any other  person or entity at any time or used
               by any of them except  pending the Effective Time in the business
               and for the  benefit  of RDGI,  in each  case  without  the prior
               written  consent  of  Verdisys;   provided,   however,  that  the
               restrictions  of this  sentence  shall  not  apply  (i) after the
               Merger is rightfully  abandoned or terminated pursuant to Section
               7 or 8 or  otherwise,  but only to the extent  such  confidential
               information  relates  to  the  financial  condition,  results  of
               operations,  business,  properties, assets, liabilities or future
               prospects  of RDGI or of any of its  affiliates,  or  (insofar as
               such confidential  information was obtained directly by RDGI, any

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<PAGE>

               RDGI  Subsidiary,  or any such  affiliate  from any  customer  or
               supplier of any of them) of any such  customer or supplier,  (ii)
               as may otherwise be required by law, (iii) as may be necessary or
               appropriate in connection with the enforcement of this Agreement,
               or (iv) to the extent the information shall have otherwise become
               publicly  available.  RDGI shall,  and shall cause all other such
               persons  and  entities  to,  deliver  to  Verdisys  all  tangible
               evidence   of  the   confidential   information   to  which   the
               restrictions of the foregoing  sentence apply  immediately  after
               the rightful abandonment or termination of the Merger pursuant to
               Section 7 or 8 or otherwise.

          (i)  Public   Statements.   Before  RDGI   releases  any   information
               concerning  this  Agreement,  the  Merger,  or any  of the  other
               transactions contemplated by this Agreement which is intended for
               or  may  result  in  public  dissemination  thereof,  RDGI  shall
               cooperate with Verdisys, shall furnish drafts of all documents or
               proposed oral statements to Verdisys for comments,  and shall not
               release  any such  information  without  the  written  consent of
               Verdisys  Nothing   contained  herein  shall  prevent  RDGI  from
               releasing any information if required to do so by law.

          (j)  Indemnification.  RDGI  agrees  to  indemnify  and hold  harmless
               Verdisys and its officers, directors, managers, employees, agents
               and  counsel,  against any and all losses,  liabilities,  claims,
               damages,  and expenses  whatsoever (which shall include,  for all
               purposes of this Section  5.3(j),  but not be limited to, counsel
               fees   and  any  and  all   expenses   whatsoever   incurred   in
               investigating,  preparing  or defending  against any  litigation,
               commenced or threatened, or any claim whatsoever, and any and all
               amounts paid in  settlement  of any claim or  litigation)  as and
               when  incurred and whether or not involving a third party arising
               out of, based upon, or in connection with (i) untrue statement or
               alleged  untrue  statement of a material  fact  contained in this
               Agreement or in any other document relating to this Agreement and
               the Merger  contemplated  thereby,  and (ii) any liability  under
               state or Federal  securities  laws resulting from any omission or
               alleged  omission to state a material  fact required to be stated
               this Agreement or any other document required hereunder, provided
               in  each  case  that  such  untrue   statement,   alleged  untrue
               statement,  omission,  or alleged omission relates to information
               furnished by or on behalf of, or  pertaining  to, RDGI,  any RDGI
               Subsidiary, or any RDGI security holder or (ii) any breach of any
               representation, warranty, covenant or agreement of RDGI contained
               in this Agreement.  The foregoing agreement to indemnify shall be
               in addition to any liability RDGI may otherwise  have,  including
               liabilities arising under this Agreement.

SECTION 6. REPRESENTATIONS AND WARRANTIES

     6.1  Certain   Representations   and   Warranties  of  Verdisys:   Verdisys
          represents and warrants to RDGI as follows:

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<PAGE>

          (a)  Disclosures. Verdisys is incorporated in the State of California;
               its principal place of business is in Texas; the jurisdictions in
               which it is qualified to do business  are  California  and Texas;
               and the  business  which  it  presently  conducts  and  which  it
               contemplates  conducting  is  oil  and  gas  services,  including
               lateral   drilling  and   satellite   services.   Verdisys  is  a
               corporation duly organized, validly existing and in good standing
               under the laws of its  jurisdiction  of  incorporation,  with all
               requisite  power  and  authority,  and  all  necessary  consents,
               authorizations,  approvals,  orders,  licenses,  certificates and
               permits of and from,  and  declarations  and  filings  with,  all
               federal, state, local and other governmental  authorities and all
               courts and other  tribunals,  to own, lease,  license and use its
               properties and assets and to carry on the business in which it is
               now engaged and the business in which it  contemplates  engaging.
               Verdisys is duly  qualified  to transact the business in which it
               is engaged and is in good  standing as a foreign  corporation  in
               every jurisdiction in which its ownership, leasing, licensing, or
               use of property or assets or the  conduct of its  business  makes
               such qualification necessary.

          (b)  Capitalization. The authorized capital stock of Verdisys consists
               of 60,000,000  shares of Verdisys  Common Stock,  and  40,000,000
               shares of Preferred Stock,  zero par values,  of which 17,935,137
               Common shares.  Verdisys is conducting a private placement of its
               common  shares and prior to Closing may issue up to five  million
               additional common shares pursuant to such placement. In addition,
               prior to Closing  Verdisys  anticipates  conversion  of 3,650,909
               currently  outstanding  warrants  into  common  stock.  Prior  to
               Closing, Verdisys anticipates conversion of currently outstanding
               Series  B  Preferred  Stock  into  1,410,000   common  shares  of
               Verdisys,  and  conversion  of Series C  Preferred  Stock  into 2
               million common shares of Verdisys.  Verdisys also has convertible
               notes  outstanding  that are convertible into 2,971,988 shares of
               common stock. Each of such outstanding  shares of Verdisys Common
               and Preferred Stock is validly authorized,  validly issued, fully
               paid and  nonassessable,  has not been issued and is not owned or
               held in violation of any preemptive right of stockholders, and is
               owned of record and beneficially by the following  persons in the
               case of Verdisys in accordance with the following table:

               SEE Exhibit "A"

               in each  case free and clear of all  liens,  security  interests,
               pledges,  charges,  encumbrances,  stockholders'  agreements  and
               voting trusts.  Other than the shares and convertible  securities

                                       10
<PAGE>

               disclosed herein, There is no commitment,  plan or arrangement to
               issue, and no outstanding option, warrant, or other right calling
               for the  issuance  of, any share of capital  stock of Verdisys or
               any security or other instrument  convertible  into,  exercisable
               for, or exchangeable for capital stock of Verdisys,  and there is
               outstanding no security or other  instrument  convertible into or
               exchangeable for capital stock of Verdisys.

          (c)   Financial  Condition.  Verdisys  has  delivered to RDGI true and
                correct copies of its unaudited financial statements (profit and
                loss statement and a balance sheet).  Such financial  statements
                are true and correct. Since the preparation of such statements:

               (i)  There has at no time been a material  adverse  change in the
                    financial  condition,   results  of  operations,   business,
                    properties,  assets,  liabilities,  or future  prospects  of
                    Verdisys.

               (ii) Verdisys has not authorized,  declared, paid or affected any
                    dividend or liquidating or other  distribution in respect of
                    its  capital  stock or any  direct or  indirect  redemption,
                    purchase or other acquisition of any stock of Verdisys.

          (d)  Tax and Other  Liabilities.  To its  knowledge,  Verdisys  has no
               material   liability  of  any  nature,   accrued  or  contingent,
               including  without  limitation  liabilities  for federal,  state,
               local or foreign taxes  ("Taxes") and liabilities to customers or
               suppliers,  except those  reflected in the  financial  statements
               provided  by Verdisys to RDGI.  Verdisys  has filed all  federal,
               state and local tax  returns  required to be filed by it, and all
               such tax  returns  are  true and  correct  and all  taxes  due by
               Verdisys have been paid.

          (e)  Litigation  and Claims.  Except as previously  disclosed to RDGI,
               there is no litigation, arbitration, claim, governmental or other
               proceeding  (formal  or  informal),   or  investigation  pending,
               threatened  or in prospect  known to  Verdisys,  with  respect to
               Verdisys or any of its businesses, properties or assets.

          (f)  Properties.  Verdisys  has  good  and  marketable  title  to  all
               properties  and assets used in its  business or owned by it, free
               and clear of all liens, security interests,  mortgages,  pledges,
               charges and  encumbrances  (except as set forth in the  financial
               statements and other disclosures by Verdisys to RDGI).

          (g)  Retirement  Plans.  Verdisys  has no pension,  profit  sharing or
               other  incentive  plans  or any  outstanding  bonuses,  incentive
               compensation,   vacations,  severance  pay,  insurance  or  other
               benefits, except as previously disclosed to RDGI.

                                       11
<PAGE>

          (h)  Authority  to  Merge.   Verdisys  has  all  requisite  power  and
               authority  to execute,  deliver and perform this  Agreement.  All
               necessary  corporate  proceedings  of Verdisys have been taken to
               authorize  the  execution,   delivery  and  performance  of  this
               Agreement  by  Verdisys,  other than  approval  of the holders of
               Verdisys Common Stock.  This Agreement has been duly  authorized,
               executed and delivered by Verdisys,  constitutes the legal, valid
               and binding  obligation of Verdisys,  and is enforceable as to it
               in  accordance  with its  terms.  Except as set  forth  elsewhere
               herein,  no consent,  authorization,  approval,  order,  license,
               certificate, or permit of or from, or declaration or filing with,
               any federal,  state, local or other governmental authority or any
               court  or  other   tribunal  is  required  by  Verdisys  for  the
               execution, delivery or performance of this Agreement by Verdisys.
               No consent of any party to any contract,  agreement,  instrument,
               lease, arrangement or understanding to which Verdisys is a party,
               or to which any of its  properties  or  assets  are  subject,  is
               required  for the  execution,  delivery  or  performance  of this
               Agreement  (except for the  consents  referred to in Section D of
               the Verdisys  Disclosure  Letter).  At the  Effective  Time,  the
               Surviving  Corporation will acquire all right, title and interest
               of Verdisys in and to all of its properties and assets,  free and
               clear  of all  liens,  mortgages,  security  interests,  pledges,
               charges and encumbrances (except those listed in Section D of the
               Verdisys Disclosure Letter).

     6.2  Certain  Representations  and Warranties of RDGI:  RDGI represents and
          warrants to Verdisys as follows:

          (a)  Disclosure  Letter.  RDGI  is  incorporated  in  California;  its
               principal place of business is in California; the jurisdiction in
               which it is  qualified  to do  business  is  California;  and the
               business  which it presently  conducts and which it  contemplates
               conducting will be sold to a private party prior to the Closing..
               RDGI is a corporation  duly  organized,  validly  existing and in
               good   standing   under   the   laws  of  its   jurisdiction   of
               incorporation,  with all requisite  power and authority,  and all
               necessary consents, authorizations,  approvals, orders, licenses,
               certificates  and  permits  of and  from,  and  declarations  and
               filings with, all federal,  state,  local and other  governmental
               authorities  and all courts and other  tribunals,  to own, lease,
               license  and use its  properties  and  assets and to carry on the
               business in which it is now engaged and the  business in which it
               contemplates  engaging.  RDGI is duly  qualified  to transact the
               business  in which it is  engaged  and is in good  standing  as a
               foreign corporation in every jurisdiction in which its ownership,
               leasing,  licensing,  or use of property or assets or the conduct
               of its business makes such qualification necessary.

                                       12
<PAGE>

          (b)  Capitalization.  The authorized capital stock of RDGI consists of
               50,000,000  shares  of RDGI  Common  Stock,  and zero  shares  of
               Preferred  Stock,   $0.001  par  value,  of  which  approximately
               3,651,500  shares of Common  Stock and zero  shares of  Preferred
               Stock are outstanding.  Immediately prior to Closing,  RDGI shall
               cause to be cancelled  2,500,000 shares of common stock.  Each of
               such   outstanding   shares  of  RDGI  Common  Stock  is  validly
               authorized, validly issued, fully paid and nonassessable, has not
               been  issued  and  is not  owned  or  held  in  violation  of any
               preemptive right of stockholders. There is no commitment, plan or
               arrangement to issue,  and no  outstanding  option,  warrant,  or
               other  right  calling for the  issuance  of, any share of capital
               stock of RDGI or any  security  or other  instrument  convertible
               into, exercisable for, or exchangeable for capital stock of RDGI.
               There is outstanding no security or other instrument  convertible
               into or exchangeable for capital stock of RDGI.

          (c)  Financial  Condition.  RDGI has  delivered  to Verdisys  true and
               correct copies of its audited and unaudited financial  statements
               (profit and loss statement and a balance  sheet).  Such financial
               statements  are true and correct.  Since the  preparation  of the
               aforementioned  financial  statements:  (i)  There has at no time
               been  a  material  adverse  change  in the  financial  condition,
               results of operations, business, properties, assets, liabilities,
               or  future  prospects  of RDGI;  (ii)  RDGI  has not  authorized,
               declared,  paid or effected any dividend or  liquidating or other
               distribution  in  respect of its  capital  stock or any direct or
               indirect  redemption,  purchase or other acquisition of any stock
               of RDGI.

          (d)  Tax and Other  Liabilities.  RDGI has no liability of any nature,
               accrued or contingent,  including without limitation  liabilities
               for  federal,   state,  local  or  foreign  taxes  ("Taxes")  and
               liabilities to customers or suppliers,  except those reflected in
               the financial statements provided by RDGI to Verdisys.

          (e)  Litigation  and  Claims.  There  is no  litigation,  arbitration,
               claim,  governmental or other proceeding (formal or informal), or
               investigation  pending,  threatened or in prospect known to RDGI,
               with  respect  to RDGI or any of its  businesses,  properties  or
               assets,  other than those  proceedings  previously  disclosed  to
               Verdisys.

          (f)  Properties.  RDGI has good and marketable title to all properties
               and assets used in its business or owned by it, free and clear of
               all liens, security interests,  mortgages,  pledges,  charges and
               encumbrances  (except  as set  forth  in  Section  D of the  RDGI
               Disclosure Letter).

          (g)  Authority to Merge. RDGI has all requisite power and authority to
               execute,  deliver  and  perform  this  Agreement.  All  necessary
               corporate  proceedings  of RDGI have been taken to authorize  the
               execution,  delivery and  performance  of this Agreement by RDGI,
               other than  approval of the holders of RDGI  Common  Stock.  This

                                       13
<PAGE>

               Agreement  has been duly  authorized,  executed and  delivered by
               RDGI,  constitutes  the legal,  valid and binding  obligation  of
               RDGI, and is  enforceable as to it in accordance  with its terms.
               Except as set forth elsewhere herein, no consent,  authorization,
               approval, order, license,  certificate,  or permit of or from, or
               declaration  or filing with, any federal,  state,  local or other
               governmental authority or any court or other tribunal is required
               by RDGI  for  the  execution,  delivery  or  performance  of this
               Agreement  by RDGI.  No  consent  of any  party to any  contract,
               agreement,  instrument,  lease,  arrangement or  understanding to
               which  RDGI is a party,  or to  which  any of its  properties  or
               assets are subject,  is required for the  execution,  delivery or
               performance of this Agreement  (except for the consents  referred
               to in Section D of the RDGI Disclosure Letter).

SECTION 7. ABANDONMENT AND TERMINATION

     7.1  Right of RDGI to Abandon:  RDGI's  Board of  Directors  shall have the
          right to abandon or terminate the Merger if any of the following shall
          not be true or shall not have  occurred,  as the case may be, prior to
          the Effective Time:

          (a)  Accuracy of Representations  and Compliance with Conditions:  All
               representations  and  warranties  of Verdisys  contained  in this
               Agreement shall be accurate when made and, in addition,  shall be
               accurate as of the Effective Time as though such  representations
               and  warranties  were then made in exactly  the same  language by
               Verdisys and  regardless of knowledge or lack thereof on the part
               of Verdisys or changes beyond their control;  as of the Effective
               Time,  Verdisys  shall  have  performed  and  complied  with  all
               covenants and agreements and satisfied all conditions required to
               be performed and complied with by them at or before the Effective
               Time  of  this   Agreement;   and  RDGI  shall  have  received  a
               certificate executed by the chief executive officer and the chief
               financial  officer of Verdisys  dated the Effective  Time to that
               effect.

          (b)  Other Closing Documents: Verdisys shall have delivered to RDGI at
               or prior to the Effective  Time such other  documents as RDGI may
               reasonably  request in order to enable RDGI to determine  whether
               the conditions to its obligations  under this Agreement have been
               met and otherwise to carry out the provisions of this Agreement.

          (c)  Legal Action:  There shall not have been instituted or threatened
               any legal  proceeding  relating  to, or  seeking to  prohibit  or
               otherwise   challenge  the   consummation  of,  the  transactions
               contemplated by this Agreement,  or to obtain substantial damages
               with respect thereto.

                                       14
<PAGE>

     7.2  Right of Verdisys to Abandon: The Board of Directors of Verdisys shall
          have the  right to  abandon  or  terminate  the  Merger  if any of the
          following  shall not be true or shall not have  occurred,  as the case
          may be, prior to the Effective Time:

          (a)  Accuracy of Representations  and Compliance with Conditions.  All
               representations   and   warranties  of  RDGI  contained  in  this
               Agreement shall be accurate when made and, in addition,  shall be
               accurate as of the Effective Time as though such  representations
               and  warranties  were then made in exactly  the same  language by
               RDGI and  regardless  of knowledge or lack thereof on the part of
               RDGI or changes beyond their control;  as of the Effective  Time,
               RDGI shall have  performed  and complied  with all  covenants and
               agreements and satisfied all conditions  required to be performed
               and complied with by them at or before the Effective Time of this
               Agreement;   and  Verdisys  shall  have  received  a  certificate
               executed by the chief  executive  officer and the chief financial
               officer of the RDGI dated the Effective Time to that effect.

          (b)  Other Closing Documents. RDGI shall have delivered to Verdisys at
               or prior to the Effective  Time such other  documents as Verdisys
               may reasonably  request in order to enable  Verdisys to determine
               whether the  conditions to its  obligations  under this Agreement
               have been met and  otherwise to carry out the  provisions of this
               Agreement.

          (c)  Legal Action.  There shall not have been instituted or threatened
               any legal  proceeding  relating  to, or  seeking to  prohibit  or
               otherwise   challenge  the   consummation  of,  the  transactions
               contemplated by this Agreement,  or to obtain substantial damages
               with respect thereto.


SECTION 8. ADDITIONAL TERMS OF ABANDONMENT

     8.1  Mandatory Abandonment:  The Merger shall be abandoned or terminated if
          the holders of at least the requisite majority of the shares of any of
          the Constituent  Corporations,  as required by applicable  state laws,
          shall not have voted in favor of the  adoption  and  approval  of this
          Agreement, the Merger and the other transactions contemplated hereby.

     8.2  Optional Abandonment:  In addition to the provisions of Section 7, the
          Merger may be abandoned or terminated at or before the Effective Time,
          notwithstanding  the  adoption  and  approval of this  Agreement,  the
          Merger  and  the  other  transactions   contemplated   hereby  by  the
          stockholders of the parties hereto:

          (a)  by mutual agreement of the Boards of Directors of the Constituent
               Corporations; or

                                       15
<PAGE>

          (b)  At the option of any of the respective Boards of Directors of the
               Constituent  Corporations,  if the Effective  Time shall not have
               occurred on or before May 30, 2003;

     8.3  Effect of  Abandonment:  If the  Merger  is  rightfully  abandoned  or
          terminated as provided in Section 7 or this Section 8:

          (a)  this  Agreement  shall  forthwith  become  wholly  void and of no
               effect  without  liability  on the part of  either  party to this
               Agreement  or on the part of any officer,  director,  controlling
               person, employee, counsel, agent or shareholder thereof; and

          (b)  the Constituent Corporations shall each pay and bear its own fees
               and  expenses  incident  to  the  negotiation,   preparation  and
               execution  of this  Agreement  and  its  respective  meetings  of
               stockholders,   including  fees  and  expenses  of  its  counsel,
               accountants, investment banking firm and other experts.

SECTION 9. GENERAL PROVISIONS

     9.1  Further Actions: At any time and from time to time, each party agrees,
          at its  expense,  to take such actions and to execute and deliver such
          documents as may be reasonably necessary to effectuate the purposes of
          this Agreement.

     9.2  Amendments:  This Agreement sets forth the entire understanding of the
          parties with respect to the subject  matter hereof and  supersedes all
          existing  agreements  among them concerning such subject matter.  This
          Agreement may be amended prior to the Effective Time  (notwithstanding
          stockholder adoption and approval) by a written instrument executed by
          the  Constituent  Corporations  with the approval of their  respective
          Boards of Directors.

     9.3  Notices: Any notice or other communication required or permitted to be
          given  hereunder  shall be in writing and shall be mailed by certified
          mail,  return  receipt  requested,  or by  Federal  Express or similar
          overnight  delivery or courier  service or delivered in person against
          receipt to the party to whom it is to be given at the  address of such
          party set forth in the preamble to this Agreement.  Notices  hereunder
          shall be deemed  delivered only upon actual delivery  against a signed
          receipt.

     9.4  Waiver:  Any waiver by any party of a breach of any  provision of this
          Agreement  shall not operate as or be  construed to be a waiver of any
          other breach of that provision or of any breach of any other provision
          of this Agreement.  Any waiver must be in writing and be authorized by
          a resolution of the Board of Directors of the waiving party.

                                       16
<PAGE>

     9.5  Binding Effect: The provisions of this Agreement shall be binding upon
          and inure to the  benefit of the  Constituent  Corporations  and their
          respective  successors  and  assigns and shall inure to the benefit of
          each indemnity.

     9.6  Separability:  If any provision of this Agreement is invalid,  illegal
          or  unenforceable,  the  balance  of this  Agreement  shall  remain in
          effect,  and  if any  provision  is  inapplicable  to  any  person  or
          circumstance,  it shall  nevertheless  remain  applicable to all other
          persons and circumstances.

     9.7  Headings: The headings in this Agreement are solely for convenience of
          reference  and  shall  be  given  no  effect  in the  construction  or
          interpretation of this Agreement.

     9.8  Counterparts;  Governing  Law:  This  Agreement may be executed in any
          number of counterparts, each of which shall be deemed an original, but
          all of which together shall constitute one and the same instrument. It
          shall be governed by and construed in accordance  with the laws of the
          State of California.

IN WITNESS WHEREOF, this Agreement has been approved by resolutions duly adopted
by the Board of Directors of each of the Constituent  Corporations  and has been
signed by duly authorized officers of each of the Constituent Corporations,  and
each  of the  Constituent  Corporations  has  caused  its  corporate  seal to be
hereunto  affixed and attested by the  signature  of its  Secretary or Assistant
Secretary, all as of the date first above written.


RECONSTRUCTION DATA GROUP, INC.



/s/ Scott Baker
-------------------------------------
Scott Baker
President and Chief Executive Officer


VERDISYS, INC.

/s/ Dan Williams
-------------------------------------
Dan Williams
President and Chief Executive Officer

                                       17