AGREEMENT AND PLAN OF MERGER
BY AND BETWEEN
RECONSTRUCTION DATA GROUP, 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