This Employment Agreement (the “Agreement”) is effective as of January 6, 2004  (the “Effective Date”) by and between John O’Keefe (the “Executive”) and Verdisys, Inc., a  California corporation (the “Company”).

1. Duties and Scope of Employment. 

(a) Position. For the term of this Agreement, the Company agrees to employ  the Executive in the position of Executive Vice President and Chief Financial Officer (the  “Employment”). The duties and responsibilities of Executive shall include the duties and  responsibilities for the Executive’s corporate office and position as set forth in the  Company’s bylaws and such other duties and responsibilities as the Company’s Chief  Executive Officer and/or Board of Directors may from time to time reasonably assign to  the Executive.

(b) Obligations to the Company. During his Employment, the Executive  shall devote his full business efforts and time to the Company. During his Employment,  without prior written approval from the Company’s Chief Executive Officer, the  Executive shall not render services in any capacity to any other person or entity and shall  not act as a sole proprietor or partner of any other person or entity or as a shareholder or  other owner owning more than ten percent of the stock or other interests of any other  corporation or entity. This obligation, however, shall not preclude Executive from  engaging in appropriate civic, charitable or religious activities or from devoting a  reasonable amount of time to private investments or from serving on the boards of  directors of companies, including closely held companies which are controlled by  Executive as long as these activities or services do not materially interfere or conflict  with Executive’s responsibilities to, or ability to perform his duties of employment by,  the Company under this Agreement. The Executive shall comply with the Company’s  policies and rules as they may be in effect from time to time during his Employment.

(c) No Conflicting Obligations. The Executive represents and warrants to  the Company that he is under no obligations or commitments, whether contractual or  otherwise, that are inconsistent with his obligations under this Agreement. The Executive  represents and warrants that he will not use or disclose, in connection with his  employment by the Company, any trade secrets or other proprietary information or  intellectual property in which the Executive or any other person has any right, title or  interest and that his employment by the Company as contemplated by this Agreement  will not infringe or violate the rights of any other person. The Executive represents and  warrants to the Company that he has returned all property and confidential information  belonging to any prior employer.

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