8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report:	February 28, 2004
Date of Earliest Event Reported:	February 25, 2004

			VERDISYS, INC.
		(Exact Name of Registrant as Specified in its Charter)
	California		333-64122	22-3755993
(State of Organization)			(Commission File Number)	(I.R.S. Employer
				Identification No.)
			25025 I-45 North, Suite 525
			The Woodlands, Texas 77380
			(Address of Principal Executive Offices)
			(281) 364-6999
			Registrants Telephone Number
			(Former Name or Address of Registrant)

Page 1 of 2

Verdisys, Inc. Report on Form 8-K

Item 5. Other Events

Verdisys, Inc, at its option, files the following information, which is deemed of interest to security holders:

Licensing Agreement, Second Amendment, by and between Verdisys, Inc. and Carl W. Landers; re:

proprietary well enhancement techniques, device, technology and methods; dated February 25, 2004.

Item 7. Exhibits

Verdisys, Inc. incorporates by reference the following:
Verdisys, Inc.’s Report on Form 8-K, with exhibits thereto, filed with the Securities and Exchange
Commission on October 6, 2003:
Exhibit 99.1	License Agreement by and between Verdisys, Inc. and Carl W. Landers;
	re: proprietary well enhancement techniques, device, technology and methods;
	dated April 24, 2003.
Exhibit 99.2	Amendment to License Agreement between Verdisys, Inc. and Carl W. Landers;
	re: proprietary well enhancement techniques, device, technology and methods;
	dated September 3, 2003.
Verdisys, Inc. provides herewith the following exhibit:
Exhibit 99.1	Second Amendment to License Agreement by and between Verdisys, Inc. and
	Carl W. Landers; re: proprietary well enhancement techniques, device, technology and
	methods; dated February 25, 2004.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			VERDISYS,INC.
Date: February 28, 2004	By:	\s\	Dr. Ron Robinson, CEO
			Dr. Ron Robinson
			Chief Executive Officer
Date: February 28, 2004	By:	\s\	John O’Keefe, CFO
			John O’Keefe, Chief Financial Officer

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EX-99.1

TECHNOLOGY LICENSING AGREEMENT

ADDENDUM #2

Whereas Verdisys and Mr. Landers have signed a Licensing Agreement April 25, 2003, and

Whereas both parties wish to execute a second amendment to the Licensing Agreement, and

     Whereas Verdisys’ performance of the following payment terms will constitute a full and complete settlement of all monies outstanding on the original License Fee to Mr. Landers, and

     Whereas all terms and conditions of the Licensing Agreement are still valid except as specifically agreed to in sections 1 through 5 below:

In consideration of the present needs and financial condition of Verdisys and the cash flow demands on Mr. Carl Landers, the parties agree to amend to the Licensing Agreement as follows:

1.	Verdisys will issue to Mr. Landers, at no cost to him, 300,000 new shares of common stock
	and $500,000.00 in cash. Such new shares shall become capable of being traded upon SEC
	declaration of effectiveness of the Verdisys SB-2 filing. All brokerage commissions and
	related expenses shall be borne by Verdisys provided that a discount broker is employed, or
	up to a maximum cost of 1% of sales value if a full service broker is used. Mr. Landers agrees
	that he will sell any and all shares according to the Verdisys, Inc. Insider Trading Policy and
	in such a way as to not adversely affect the trading value of the Verdisys stock.
2.	This agreement shall become effective upon receipt of the payment by Mr. Landers in the
	amount of $100,000.00, immediately following execution of this agreement, both of which
	shall occur no later than February 27, 2004. Verdisys also agrees to pursue a financing plan to
	raise $5 million and to pay the balance of $400,000.00 immediately following the first
	successful raise of new monies into the Company. In the event Verdisys finds it unnecessary
	or is unable to raise new monies, the $400,000.00 payment is due and payable no later than
	May 15, 2004. The failure of Verdisys to make the $400,000.00 payment no later than May
	15, 2004, shall result in the revocation of this Amendment #2, and the termination of the
	License Agreement. During the period of the financing effort, Verdisys agrees to provide
	regular written or e-mailed updates to Mr. Landers.
3.	Under this amendment, these payments totaling $500,000.00 will be considered as the initial
	License Fee payments and as such will be under the same provision set forth in 3-E of the
	License Agreement with no change.
4.	All other terms and conditions of the 2003 License Agreement, including the $500,00 per well
	payment provision and the grant back provisions for future developments, enhancements or
	improvements to the technology, will continue in full force and effect.
5.	In the event that Verdisys fails to perform under this agreement, the License is hereby
	terminated under the Licensing Agreement provision 3-E.

DATE:	February 25, 2004
ACCEPTED ON BEHALF OF MR. LANDERS
		/s/	Carl Landers
		Carl Landers
DATE:	February 24, 2004
ACCEPTED ON BEHALF OF VERDISYS
		/s/	John O’Keefe [CFO]for
		David Adams, COO