Exhibit 10.26
                                LICENSE AGREEMENT


THIS  EXCLUSIVE  LICENSE  AGREEMENT (the  "Agreement")  is made and entered into
effective  as of  January  4,  2006  (the  "Effective  Date"),  by  and  between
BILLFIGHTER  INVESTMENTS,  LIMITED,  an Anguilla limited  liability company (the
"Licensor")  and  RECLAMATION  CONSULTING  AND  APPLICATIONS,  INC.,  a Colorado
corporation (the "Licensee"). Licensor and Licensee may sometimes be referred to
herein individually as a "party," and collectively as the "parties."

                                    RECITALS:

      WHEREAS,  Licensor  is the  sole  owner  of  all  Proprietary  Rights  and
Intellectual  Property  Rights  related  to  the  Reliant  III  automated  spray
application system;

      WHEREAS,  Licensee  is the sole  owner of certain  Proprietary  Rights and
Intellectual  Property  Rights  related to its Alderox TM line of products which
are made from a patented  formula  relating  specifically to an improved release
agent for  mitigating  the  sticking  of  asphalt,  concrete  and other  similar
products to various  surfaces,  and  includes,  without  limitation,  Licensee's
Alderox TM ASA-12TM, DCRTM, KR-7TM,  PaverBlendTM,  TSRTM, and ASA Cleaners (the
"Alderox Products");

      WHEREAS,  Licensor  desires to grant Licensee the exclusive  right to use,
modify, produce,  market, sell and distribute the Licensed Product solely within
the aggregate and mining  industries (the "Permitted  Markets")  anywhere in the
world (the  "Territory"),  subject to the terms and conditions herein set forth;
and

      WHEREAS,  Licensor and Licensee  desire to enter into this Agreement under
the terms and  conditions  set forth  herein and to  document  their  respective
rights in and to the Licensed  Product for the express  purposes  stated herein,
and the terms and  conditions  pursuant to which the  Licensed  Product is to be
provided, maintained, used and otherwise treated under this Agreement.

      NOW, THEREFORE, for and in consideration of the mutual premises, covenants
and agreements  herein  contained and for other good and valuable  consideration
the  receipt and  sufficiency  of which are hereby  acknowledged  by the Parties
hereto, the Parties agree as follows:

                                    ARTICLE I

                                   DEFINITIONS

The following terms shall have the meaning set forth below:

1.1.  Definitions. The following terms shall have the meaning set forth below:

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(a)   "Affiliate"  or  "Affiliates"  means any  Person:  (a) which,  directly or
      indirectly,  controls,  is controlled by, or is under common control with,
      another Person,  including those Persons where such control is through one
      or more  intermediaries;  or (b) of which ten percent (10%) or more of the
      voting  capital  stock  (or  in  the  case  of an  entity  which  is not a
      corporation, ten percent (10%) or more of the equity interest) is owned or
      held by another Person. For purposes of this definition, the term "Person"
      shall mean an individual, corporation, company, limited liability company,
      association,  trust, partnership,  limited partnership,  limited liability
      partnership, joint venture, unincorporated organization, government agency
      or  other  agency  or  political   subdivision   thereof,   or  any  other
      organization,  and the term  "entity"  means  any  Person  which is not an
      individual.  Also for the purposes of this definition,  "ownership"  means
      either legal or beneficial ownership,  and "control" means the possession,
      direct or indirect,  of the power to direct or cause the  direction of the
      management  and  policies  of an  entity,  or to  vote or  dispose  of the
      controlling  voting  equity of an entity,  whether  through  ownership  of
      securities, by agreement, or otherwise.

(b)   "Agreement"  shall have the meaning  given to such term in the Preamble to
      this Agreement.

(c)   "Alderox  Products"  shall  have the  meaning  given  to such  term in the
      Recitals to this Agreement.

(d)   "Confidential   Information"   means  any  and  all  knowledge,   data  or
      information  not  disclosed to the general  public by a  Disclosing  Party
      regarding its business,  customers,  intellectual  property,  products and
      services, including without limitation, the Licensed Product, the Modified
      Product and the Alderox Products, as applicable,  and that is disclosed or
      otherwise made available to a Receiving Party pursuant to or in connection
      with  this  Agreement,  including  any  Confidential  Information  which a
      Disclosing Party has disclosed to a Receiving Party prior to the Effective
      Date.  Confidential  Information  includes,  but  is  not  limited  to all
      Intellectual  Property,  Proprietary  Information,  Proprietary Rights and
      System  Specifications  (including  any  Modifications)  for the  Licensed
      Product, Trade secrets, know-how and processes.

(e)   "Copyright  Rights" shall mean all copyrights,  whether or not registered,
      owned by Licensor as of the date hereof,  including all  registrations and
      applications therefore and all moral rights related thereto.

(f)   "Default  Interest  Rate"  shall  have the  meaning  given to such term in
      Section 3.2(b) of this Agreement.

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(g)   "Disclosing  Party"  shall have the meaning  given to such term in Section
      11.1 of this Agreement.

(h)   "Effective Date" shall have the meaning given to such term in the Preamble
      to this Agreement.

(i)   "Indemnified  Events" shall have the meaning given to such term in Section
      7.1 of this Agreement.

(j)   "Indemnified  Party" shall have the meaning  given to such term in Section
      7.1 of this Agreement.

(k)   "Indemnifying  Party" shall have the meaning given to such term in Section
      7.1 of this Agreement.

(l)   "Intellectual   Property"  and   "Intellectual   Property  Rights"  means,
      collectively,   all  of  the  following   existing  or  hereafter  arising
      worldwide, tangible or intangible, legal rights pertaining to the Licensed
      Product,  including  without  limitation  those  existing  or  acquired by
      ownership,  license  or  other  legal  operation,  whether  or not  filed,
      perfected,  registered or recorded,  in or to: (i) all Patent Rights; (ii)
      all Copyright Rights;  (iii) all Trademark Rights;  (iv) all Trade Secrets
      and know-how;  (v) all technology and other  intellectual  and proprietary
      rights;  (vi) all rights relating to the protection of the foregoing;  and
      (vii) all rights to sue or make any claims for any past, present or future
      infringement, misappropriation or unauthorized use of any of the foregoing
      rights and the right to all income, royalties,  damages and other payments
      that are now or may hereafter become due or payable with respect to any of
      the  foregoing  rights,  including  damages  for past,  present  or future
      infringement, misappropriate or unauthorized use thereof.

(m)   "Inventions" means all discoveries,  concepts,  and ideas,  whether or not
      the  same are  patentable,  copyrightable  or  otherwise  registerable  or
      recordable in any  jurisdiction  (and  regardless of whether the same have
      been  so  registered  or  recorded,  and  whether  currently  existing  or
      hereafter acquired or created), including but not limited to improvements,
      know-how, data, processes,  methods,  formulae, and techniques, as well as
      improvements  thereof or know-how related thereto,  if based on or related
      to the Intellectual Property, the Proprietary Information, or the Licensed
      Product.

(n)   "License"  shall have the meaning given to such term in Section  2.1(a) of
      this Agreement.

(o)   "Licensed  Product" shall mean the Reliant III automated spray application
      system and any and all modifications  thereto in accordance with the terms
      of this  Agreement.  (p)  "Licensee"  shall have the meaning given to such
      term in the Preamble to this Agreement.

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(q)   "Licensee  Default"  shall have the meaning  given to such term in Section
      12.1(a) of this Agreement.

(r)   "Licensor"  shall have the meaning  given to such term in the  Preamble to
      this Agreement.

(s)   "Licensor  Default"  shall have the meaning  given to such term in Section
      12.1 (b) of this Agreement.

(t)   "Modification"  shall  mean  any and  all  updates,  upgrades,  additions,
      enhancements,  corrections, or repairs to the Licensed Product, including,
      without limitation, any error corrections,  performance enhancements,  and
      improvements  to  existing  features,  developed  prior  to or  after  the
      Effective  Date.  A  Modification  shall  further  include any  additional
      products, modules, and/or services of the Licensed Product developed prior
      to or after the  Effective  Date.  "Modify"  means the act of creating any
      Modification.

(u)   "Modified  Product"  shall have the meaning  given to such term in Section
      2.1 of this Agreement.

(v)   "Note"  shall have the  meaning  given to such term in Section 3.3 of this
      Agreement.

(w)   "Party"  or  "parties"  shall have the  meaning  given to such term in the
      Preamble to this Agreement.

(x)   "Patent Rights" shall mean any and all patents, patent applications patent
      disclosures  and  related  patent  rights,   any  and  all  continuations,
      divisions, reissues, reexaminations, or extensions thereof which have been
      filed,  issued or acquired by Licensor as of the date hereof,  any and all
      foreign patents issuing from any  application  filed which  corresponds to
      claims contained in any of the foregoing  patents or patent  applications,
      and any and all  inventions  conceived of or reduced to practice as of the
      date hereof.

(y)   "Permitted  Markets"  shall  have the  meaning  given to such  term in the
      Recitals to this Agreement.

(z)   "Proprietary   Information"   means  any  and  all  methods,   inventions,
      improvements or discoveries,  whether or not patentable or  copyrightable,
      and any other  information  of a similar  nature  related to the  Licensed
      Product disclosed to any person or otherwise made known to any such person
      as a consequence of or through such person's relationship or engagement by
      Licensor  (including   information  originated  by  such  person)  in  any
      technological area previously developed by Licensor or developed,  engaged
      in,  or  researched,   by  Licensor  during  the  term  of  such  person's
      relationship or engagement with Licensor,  including,  but not limited to,
      Trade  Secrets,  processes,  products,  formulae,  apparatus,  techniques,
      know-how,  marketing plans,  data,  improvements,  strategies,  forecasts,
      customer lists, and technical requirements of customers.

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(aa)  "Proprietary  Rights"  means  all  patents,  patent  applications,  patent
      licenses,  trademarks,  trademark registrations and applications therefor,
      service marks, service names, formulas, trade names, trade dress, right to
      use a name, copyrights, copyright registrations and applications therefor,
      advertising  copy and  related  materials,  trade  secrets  and any  other
      Proprietary  Rights or Intellectual  Property Rights,  whether domestic or
      foreign that relate to the Licensed Product, including without limitation,
      all Proprietary Information.

(bb)  "Receiving  Party"  shall have the  meaning  given to such term in Section
      11.1 of this Agreement.

(cc)  "Royalty  Products"  shall have the meaning  given to such term in Section
      3.2(a) of this Agreement.

(dd)  "Royalties" shall have the meaning given to such term in Section 3.2(a) of
      this Agreement.

(ee)  "Settlement"  shall have the meaning  given to such term in Section 7.2 of
      this Agreement.

(ff)  "Shares"  shall have the meaning given to such term in Section 3.1 of this
      Agreement.

(gg)  "Term"  Shall have the meaning  given to such term in Section 12.1 of this
      Agreement.

(hh)  "Termination  Notice" shall have the meaning given to such term in Section
      12.1(a) of this Agreement.

(ii)  "Territory"  shall have the meaning  given to such term in the Recitals to
      this Agreement.

(jj)  "Third  Party" shall mean any Person other than  Licensor or Licensee,  or
      any Affiliate of Licensor or Licensee.

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(kk)  "Trade  Secret"  shall  mean any and all  information,  whether  or not in
      tangible  form,  belonging  to a Party or  licensed by it,  which  derives
      economic  value,  actual or potential,  from not being generally known to,
      and not being readily  ascertainable by proper means by, other persons who
      can  obtain  economic  value from its  disclosure  or use and which is the
      subject of efforts that are reasonable under the circumstances to maintain
      its secrecy.  Without  limiting the  generality  of the  foregoing,  Trade
      Secrets  shall include but are not limited to studies,  results,  reports,
      marketing   strategies,   technical  or   nontechnical   data,   formulae,
      techniques, drawings, designs, processes, financial data, financial plans,
      product plans,  marketing  plans,  advertising  plans,  lists of actual or
      potential customers or suppliers, and related items.

(ll)  "Trademark Rights" shall mean any and all trade dress, trade names, logos,
      domain  names,  and  service  marks,   together  with  all   translations,
      adaptations,  derivations,  and  combinations  thereof and  including  all
      goodwill  associated  therewith,  and  all  applications,   registrations,
      reservations,  and  renewals  in  connection  therewith;  whether  or  not
      registered.

1.2 Interpretation.

(a)   Whenever in this Agreement the terms "include,"  "includes,"  "including,"
      and  derivative or similar  words are used,  they shall be construed to be
      followed by the phrase "without limitation".

(b)   Whenever  in this  Agreement  the term  "agreement"  is used,  it shall be
      deemed  to  refer  to  binding  agreements,   commitments,   arrangements,
      understandings, undertakings, leases, contracts, contract rights, licenses
      and sublicenses, quotations, purchase orders, customer orders, work orders
      and other executory rights, whether oral or written.

(c)   Wherever  in this  Agreement a statute or other  piece of  legislation  is
      referenced,  such  reference  shall  be  deemed  to  include  any  and all
      amendments  thereto,  as well as any  successor  legislation  which may be
      adopted  subsequent to the date of this  Agreement,  and covering the same
      subject matter or the referenced statute or legislation.

(d)   Whenever  in this  Agreement  the term  "party to" is used in regard to an
      agreement,  it shall be construed as meaning "party  signatory to or bound
      by".

(e)   Wherever in this  Agreement  reference  is made to a Schedule  "hereof" or
      "attached  hereto,"  the contents of such  Schedule  shall be deemed to be
      incorporated into this Agreement by reference, as an integral part of this
      Agreement.

(f)   The headings of the Articles,  Sections and  Paragraphs of this  Agreement
      are inserted for  convenience of reference only and shall not constitute a
      part hereof.

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(g)   Each  reference  in this  Agreement  to an  Article,  Paragraph,  Section,
      Schedule or Exhibit,  unless otherwise  indicated,  shall mean an Article,
      Paragraph or Section of this  Agreement or a Schedule or Exhibit  attached
      to this Agreement, respectively.

(h)   Whenever in this  Agreement  the terms  "hereof,"  "herein,"  "hereby," or
      derivative  or similar  words are used,  such terms  refer to this  entire
      Agreement.

(i)   All  references  herein  to "days" in this  Agreement  are to  consecutive
      calendar days unless Business Days are specified.

(j)   The  language  in all  parts  of this  Agreement  shall  in all  cases  be
      construed as a whole according to its fair meaning,  strictly  neither for
      nor against any Party hereto,  and without implying a presumption that the
      terms thereof shall be more strictly construed against one Party by reason
      of the  rule of  construction  that a  document  is to be  construed  more
      strictly  against the person who prepared  the same,  it being agreed that
      representatives   of  both  Parties  have  equally   participated  in  the
      preparation and negotiation hereof.

(k)   Whenever in this  Agreement  the  singular is used,  it shall  include the
      plural if the context so requires,  and whenever the  masculine  gender is
      used in  this  Agreement,  it  shall  be  construed  as if the  masculine,
      feminine or neuter gender,  respectively,  has been used where the context
      so  dictates,  with the rest of the  sentence  being  construed  as if the
      grammatical and  terminological  changes thereby  rendered  necessary have
      been made.

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                                   ARTICLE II

                                GRANT OF LICENSE

2.1 License Rights

(a)   Grant of License.  Subject to the terms and conditions of this  Agreement,
      Licensor  hereby grants and licenses to Licensee,  during the Term of this
      Agreement  (i) the sole and exclusive  right and license to use,  produce,
      manufacture,  market,  sell and  distribute  the Licensed  Product  solely
      within  Permitted  Markets  anywhere  in  the  Territory;   and  (ii)  the
      exclusive,  worldwide right to Modify, at its expense, the License Product
      for  application  of its  Alderox  Products  to rails  cars (the  Licensed
      Product  as  modified,   the  "Modified   Product")   (collectively,   the
      "License").

(b)   Modification.  In the  event  that  Licensee  desires  to make  any  other
      Modification  to the  Licensed  Product,  it may do so at its own expense,
      provided that prior to undertaking  the same, it shall notify  Licensor of
      any and all such Modifications  which it proposes to make thereto.  Within
      thirty (30)  calendar  days after the receipt by Licensor of such  notice,
      Licensor   shall  notify   Licensee  if  it  approves  of  such   proposed
      Modifications, or has any concerns about such Modifications, and shall set
      forth in  detail  the  nature of any such  concerns.  The  failure  of the
      Licensor to respond  within such period  shall be deemed  acquiescence  by
      such Party or Parties to the Modifications as proposed.  The Parties agree
      to work in good faith to attempt to address and resolve any such  concerns
      promptly  following the notification to Licensee of the existence thereof.
      If, following such efforts,  Licensor states in writing that it reasonably
      believes  in good faith that the  desired  Modifications  as  proposed  by
      Licensee   would   materially   injure,   limit  or  impair  the  use  and
      functionality of the Licensed Product, then Licensor shall propose its own
      Modifications to accomplish  Licensee's  objectives.  Otherwise,  Licensee
      shall be free to undertake all such Modifications in its sole and absolute
      discretion.  All Modifications  developed by or on behalf of Licensee, and
      at its  expense,  shall be and  remain  the  sole  proprietary  rights  of
      Licensee,  and  Licensor  shall have no right,  title or  interest  to the
      Modifications thereto.

(c)   Use of  Information.  Licensee  will  not use the  Intellectual  Property,
      Proprietary Rights,  Inventions,  Proprietary Information and Confidential
      Information  other  than as  specifically  authorized  by the terms of and
      subject to the conditions of this Agreement and the other  agreements into
      which the Parties have entered contemporaneously herewith.

(d)   Trademark and Copyright.  Except as set forth herein,  Licensee shall have
      the right to use and copy any and all marks,  trademarks,  service  marks,
      images and  copyrights of Licensor  pertaining to the Licensed  Product in
      connection with the marketing and  distribution  of the Licensed  Product,
      and may  grant  this  right to its  customers  for that  limited  purpose.
      Nothing herein shall limit or restrict Licensee from developing, recording
      and affixing to the Licensed Product,  and/or any collateral materials and
      documentation  distributed in connection therewith, its own proprietary or
      intellectual property rights.

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(e) No Interest.  Licensee  acknowledges that it has no right, title or interest
whatever  in  the  Intellectual   Property,   Proprietary  Rights,   Inventions,
Proprietary Information and Confidential  Information;  or any part of them, and
acquires no such rights by this Agreement,  other than the License granted to it
pursuant to subsection  2.1(a) and the other  agreements  into which the Parties
have entered contemporaneously herewith.

(f) Acceptance. Licensee hereby (i) accepts the rights granted to it by Licensor
under this Agreement; and (ii) acknowledges that the License granted by Licensor
to Licensee hereunder are limited to the specific purposes set forth herein, and
are subject to the terms and conditions of this Agreement.

                                   ARTICLE III

                                  CONSIDERATION

3.1 Grant of Licensee  Shares.  As consideration  for the License,  (i) Licensee
agrees to pay and  Licensor  agrees to accept  $320,000 in the form of 4,000,000
restricted  shares  of the  common  stock of  Licensee,  par  value  $0.01  (the
"Shares") and having  piggyback  registration  rights pursuant to a Subscription
Agreement,  attached hereto as Exhibit A and made an integral part hereof;  (ii)
Licensee  will pay  Licensor  Royalties  as provided in Section 3.2 hereof;  and
(iii) Licensee shall issue to Licensor a promissory  note as provided in Section
3.3 hereof.

3.2 Royalties.

(a)   Royalties.  Licensee agrees to pay cash royalties (the "Royalties")  equal
      to ten percent  (10%) of the net revenues  generated by Licensee  from the
      sale and distribution of its Alderox Products for application to rail cars
      using the Modified Product (the "Royalty Products").

(b)   Payment of Royalties. Payment of all Royalties hereunder shall be due upon
      the receipt by Licensee of proceeds from the sale of the Royalty Products,
      and shall be cumulated and paid by Licensee to Licensor, quarterly, within
      fifteen (15) days  following  the last day of the fiscal  quarter in which
      such Royalties were earned.  Payments of Royalties shall be accompanied by
      a report  showing the aggregate  volume of all Royalty  Products sold, and
      the proceeds  received  therefrom during the period covered by such report
      and paid  therewith.  Licensee  shall  not be  obligated  to  disclose  to
      Licensor the specific  identities of  purchasers  of the Royalty  Products
      listed in any such sales  report,  provided  that  Licensee  is and at all
      times remains in  compliance  with the express  reporting  and  inspection
      provisions of Section 3.2(c) below. If any payment owed to Licensor is not
      paid within the periods  specified in this Section  3.2(b),  interest will
      accrue  thereon at the rate of six  percent  (6%) per annum (the  "Default
      Interest  Rate") from the date on which such payment  becomes due until it
      is paid in full.  This provision is not intended to relieve  Licensee from
      any  default  in the  making of any  payment at the time and in the manner
      specified herein.

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(c)   Audit Rights.  Licensee shall keep  sufficiently  full, clear and accurate
      books and records to allow the reports required under Section 3.2(b) above
      to be  audited  and  verified,  and shall  make  those  books and  records
      available  for  inspection  during  regular  business  hours upon at least
      thirty (30) days' notice to Licensee.  Licensor may (but not more than one
      (1) time in any twelve (12) month period during the Term hereof) engage an
      independent  certified  public  account  to audit the  relevant  books and
      records of Licensee for the one (1) year period immediately  preceding the
      date of such notice  regarding  any and all of the matters  required to be
      reported  under  Section  3.2(b)  during that one (1) year period.  Unless
      otherwise agreed to by the Parties, the audit shall be at Licensee's place
      of business where such books and records are normally kept by Licensee, at
      mutually convenient times, and not more than six (6) weeks after notice of
      such audit. Such audits shall be conducted in a manner reasonably designed
      to minimize any  disruption to Licensee's  business.  The auditing  person
      will provide the Licensor, as applicable,  a written report of the results
      of the audit and will at the same time  provide an  identical  copy of the
      report  to  Licensee.  The  cost of any such  audit  shall be borne by the
      Licensor,  unless the audit reveals an underreporting in revenue or in the
      amount of the applicable Royalty of more than twenty percent (20%) for the
      period  audited,  in which  case the cost of the  audit  shall be borne by
      Licensee.  If any audit  reveals  an  underreporting  in revenue or in the
      amount of the  applicable  Royalty  payments of more than  twenty  percent
      (20%), then Licensee shall pay to Licensor, as applicable,  the deficiency
      plus interest at the Default Interest Rate, and such payment shall be made
      within  ten  (10)  business  days  of the  date  of the  certified  public
      accountant's  report. If the audit reveals an underreporting in revenue or
      in the amount of the applicable Royalty Payments for the period audited of
      less than or equal to twenty  percent  (20%),  then Licensee  shall pay to
      Licensor,  as  applicable,  just the amount of the  deficiency in such ten
      (10) business day period.

3.3 Promissory Note. As further consideration for the License granted hereunder,
Licensee agrees to pay Licensor the sum of One Hundred Eighty  Thousand  Dollars
($180,000)  pursuant to that  certain  promissory  note (the  "Note"),  attached
hereto as Exhibit B and made an integral part hereof.

3.4 Taxes.  Any and all taxes  payable by the Parties  hereto as a result of any
transaction  described  herein  shall be the sole  responsibility  of the  Party
against  which  such tax is  assessed.  All  payments  provided  for  herein are
intended to be calculated and paid on a pre-tax basis to Licensor.

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                                   ARTICLE IV

                           ASSISTANCE AND INSTRUCTION

4.1 Technical  Assistance by Licensor.  Promptly  upon request,  Licensor  shall
provide  to  Licensee  such   assistance  and   instruction  in   understanding,
interpreting  and applying the  technology  underlying  the Licensed  Product as
Licensee may reasonably  request from time to time for the purpose of marketing,
distributing,  or otherwise commercially  exploiting the Licensed Product in the
Territory.  Licensor  shall, at their expense,  make their employees  reasonably
available  for  consultation  by  telephone,  or in  person,  at the  offices of
Licensee or at such other place as the Parties  may  mutually  agree,  as may be
reasonably necessary or desirable to most efficiently and expeditiously  provide
the assistance and consultation required in connection with such request.

4.2  Licensor  Marketing  Obligations.  Upon  request,  Licensor  shall  provide
Licensee  with such  marketing  assistance  as may be requested by Licensee from
time to time, including but not limited to marketing and advertising  materials;
identification  of Licensee on Licensor's  marketing  materials as an authorized
licensee  of the  Licensed  Product;  and  providing  Licensee's  customers  and
prospective  customers with such  technical  information or assistance as may be
reasonably  requested  by them.  Licensee  shall  reimburse  Licensor  for their
reasonable  expenses incurred in fulfilling any obligation  hereunder,  provided
that the maximum amount thereof shall have been approved in advance, in writing,
by Licensee.

4.3 The services and  technical  assistance  provided by Licensor in  accordance
with  this  Article  IV  shall be at a level  that  meets  or  exceeds  industry
standards.  In the event of disagreement over the reasonableness of a request by
Licensee or Licensee's  customers and prospective  customers,  the parties shall
confer and attempt in good faith to resolve such disagreement.


                                      -11-
<PAGE>
                                    ARTICLE V

                            COVENANTS OF THE PARTIES

5.1 Covenants of Licensor.

(a)   Licensor  covenants  and agrees that,  during the Term of this  Agreement,
      other than as  expressly  permitted  herein,  Licensee  shall not,  either
      directly or indirectly, on its own behalf or on behalf of others:

      (i)   as  an  individual  proprietor,   partner,   stockholder,   officer,
            employee,  director,  joint  venturer,  promoter,  sponsor,  member,
            manager,  investor,  lender,  consultant,  or in any other  capacity
            whatsoever  (other  than as the holder of an  aggregate  of not more
            than one percent (1%) of the total  outstanding  stock of a publicly
            held  company),  engage in the  business of  developing,  producing,
            marketing,  or selling  products  or  rendering  services  which are
            directly  or  indirectly   competitive  with  the  Licensed  Product
            distributed by Licensee pursuant to the License granted hereby; or

      (ii)  solicit, divert, or take away, or attempt to divert or to take away,
            the business or patronage of any of the clients, customers, business
            associates, or accounts, or prospective clients, customers, business
            associates, or accounts, of Licensee; or

      (iii) interfere  with   Licensee's   relationships   with  its  suppliers,
            contractors, and other Persons and entities with which Licensee does
            business.

(b)   Licensor will use its  commercially  reasonable  best efforts to comply in
      all  respects  with each and  every  obligation  of  Licensor  under  this
      Agreement.

(c)   Licensor  will not take or permit others under its control or direction to
      take any  actions  that will or are  likely  to (i)  impair in any way the
      Licensed Product, the Proprietary Rights, and/or any of the rights granted
      to Licensee hereunder,  or (ii) result in damage to Licensee's  reputation
      or quality standards.

(d)   Licensor  will  immediately  deliver to Licensee a copy of all notices and
      correspondences received, sent or obtained by Licensor and relating in any
      way to any alleged  breach or  non-compliance  by Licensor  under the this
      Agreement,  or any  claim  (or  possible  claims)  on or  relating  to the
      Licensed Product, the Proprietary Rights or otherwise affecting in any way
      the rights of Licensee hereunder.


5.2 Covenants of Licensee.

                                      -12-
<PAGE>

(a)   Licensee  covenants  that the use of the  Licensed  Product  (and  related
      marketing  materials) will comply with and shall continue to comply in all
      material  respects  with the laws of such  Territory in which  Licensee is
      distributing the Licensed Product,  including,  without limitation,  those
      applicable  to product  claims,  labeling,  approvals,  registrations  and
      notifications.

(b)   Licensee shall keep Licensor informed as to any problems  encountered with
      the  Licensed  Product as well as any claims by third  parties that allege
      activities that are likely to be construed as a breach of this Agreement.

                                   ARTICLE VI

                  REPRESENTATIONS AND WARRANTIES OF THE PARTIES

6.1 Mutual  Representations  and  Warranties.  Each Party hereby  represents and
warrants to the other  Parties,  as of the date hereof and as to itself only, as
follows:

(a)   Corporate  Power.  Such Party is duly organized and validly existing under
      the laws of the state of its  incorporation  and has full corporate  power
      and authority to enter into this Agreement and to carry out the provisions
      hereof.

(b)   Due  Authorization.  Such Party is duly  authorized to execute and deliver
      this Agreement and to perform its obligations hereunder.

(c)   Binding  Agreement.  This  Agreement is the legal and valid  obligation of
      such Party,  binding upon and enforceable against such Party in accordance
      with its terms. The execution,  delivery and performance of this Agreement
      by such  Party  does  not  conflict  with  any  agreement,  instrument  or
      understanding,  oral or written, to which it is a party or by which it may
      be bound,  nor violate any law or  regulation  of any court,  governmental
      body or administrative or other agency having authority over it.

(d)   Accuracy of Information.  No statement by any of the Parties  contained in
      this Agreement,  or in any Exhibit or Schedule hereto, contains any untrue
      statement, or omits to state any material fact.

(e)   The  Parties  shall  not at any  time  engage  in any act of  omission  or
      commission  that would  impair in any  material  way each of the  Parties'
      respective rights and interest in, to or under any of the Licensed Product
      and  the  Alderox  Products  (as  applicable)  or  any  other  Proprietary
      Information or Intellectual Property related to or concerning the Licensed
      Product and the Alderox  Products  (as  applicable),  and shall not at any
      time induce, aid or abet others to do any of the foregoing.

                                      -13-
<PAGE>

6.2 Licensor's Representations and Warranties

(a)   Intellectual Property.  Licensor possess all rights to use the Proprietary
      and Intellectual  Property Rights as licensed to Licensee pursuant to this
      Agreement,  and has not received any notice of infringement of or conflict
      with asserted rights of others with respect to any  Intellectual  Property
      or  Proprietary  Rights that, if determined  adversely to Licensor,  would
      individually  or in the aggregate  have a material  adverse  effect on the
      ability  of  Licensee  to market,  distribute  or  otherwise  commercially
      exploit the  Licensed  Product in the  Territory as  contemplated  by this
      Agreement.

(b)   Patent Matters. As of the Effective Date, Licensor has no knowledge of the
      existence of any patent owned or  controlled by a Third Party which covers
      the Licensed  Product and would  prevent  Licensee from using the Licensed
      Product as licensed hereunder.  Notwithstanding  the foregoing,  if at any
      time  during the term of this  Agreement,  a patent or patent  application
      held by a Third Party is  identified  which  covers all or any part of the
      Licensed Product,  the Parties will meet and discuss possible  resolutions
      of the patent  situation.  If the  resolution  involves a license from the
      Third Party to its Patent Rights and/or a license to the Third Party under
      Licensor's  Patent  Rights,  the  Parties  acknowledge  that the  economic
      assumptions  underlying this Agreement may no longer be valid, and in such
      case the Parties will reduce the royalty  terms of this  Agreement in good
      faith in order to reflect such circumstance.

(c)   EXCEPT AS OTHERWISE  SET FORTH IN THIS  ARTICLE,  LICENSOR  DISCLAIMS  ALL
      WARRANTIES,  WHETHER  EXPRESS OR IMPLIED,  WRITTEN OR ORAL,  STATUTORY  OR
      OTHERWISE,  WITH RESPECT TO THE TECHNOLOGY AND SUPPORT  SERVICES  PROVIDED
      HEREUNDER,  INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY
      OR FITNESS FOR A PARTICULAR PURPOSE.


                                      -14-
<PAGE>

                                   ARTICLE VII

                                 INDEMNIFICATION

7.1 Each Party (the  "Indemnifying  Party")  shall  indemnify and hold the other
Party  and its  officers,  directors,  principals,  employees  and  agents  (the
"Indemnified  Party")  harmless  for,  from,  and  against  any and all  losses,
damages,  liabilities,  claims, suits, expenses and all other costs of any type,
and shall reimburse the Indemnified  Party for its reasonable  attorneys'  fees,
insofar as any of the foregoing  result from,  arise in connection  with, or are
related  in any  way  to:  (a)  any  breach  by the  Indemnifying  Party  of its
representations,  warranties and/or obligations  hereunder;  or (b) any wrongful
intentional  or  wrongful  negligent  act  of  omission  or  commission  of  the
Indemnifying  Party (items (a) and (b) collectively  being referred to herein as
"Indemnified Events").

7.2 The  Indemnified  Party  shall  promptly  (and in no case more than ten (10)
calendar days after the fact) give written notice to the  Indemnifying  Party of
any  third-party  notice,  demand or  allegation  of or relating to such losses,
damages,  liabilities,  claims,  suits,  expenses  or other  costs of any  type,
including an invitation to the Indemnifying Party to participate in the defense.
Failure to give such  written  notice shall not relieve the  Indemnifying  Party
from any liability that the  Indemnifying  Party may have hereunder.  Subject to
the proviso that follows, the Indemnified Party shall have the ability to select
counsel of its own choosing  and shall have  control over the complete  defense,
but shall not settle without the  Indemnifying  Party's  consent,  which consent
shall not be unreasonably withheld;  provided, however, that if the Indemnifying
Party elects to participate in the defense,  the  Indemnifying  Party may assume
control of the complete defense (unless the Indemnified Party reasonably objects
to such  assumption  on the ground that there may be defenses  available  to the
Indemnified  Party if it  controls  the  defense  that  would not  otherwise  be
available),  such  control  including,  by  way  of  example  and  not by way of
limitation,  the  right of the  Indemnifying  Party to  select  defense  counsel
(subject to the approval of the Indemnified Party of such counsel, such approval
not to be unreasonably  withheld).  If the Indemnifying Party assumes control of
the complete  defense,  the Indemnified Party may employ separate counsel at the
expense of the Indemnified Party to assist the Indemnified Party with respect to
any liabilities, claims or suits. Notwithstanding anything else to the contrary,
before  settling,  compromising  or  otherwise  extinguishing  any  claim  by  a
third-party  (whether  or not  suit  or any  other  type of  dispute  resolution
procedure  has  been   commenced)   made  against  the   Indemnified   Party  (a
"Settlement"),  the Indemnifying  Party must first obtain the written consent of
the  Indemnified  Party,  and the  Indemnified  Party shall have  discretion  to
withhold  such  consent if the  Settlement  (a) is for or involves  non-monetary
consideration or non-monetary  judicial relief,  including,  but not limited to,
promises  by the  Indemnified  Party to do or forbear  from doing any act or the
granting of equitable remedies, (b) involves,  requires or implies admissions of
wrongful acts (whether civil or criminal) by the Indemnified  Party,  and/or (c)
would likely have a detrimental effect on the Indemnified  Party's reputation or
goodwill.

                                      -15-
<PAGE>

7.3 This  Article VII does not in any way limit one Party's  rights  against the
other for any breach of this Agreement,  including, by way of example and not by
way of limitation,  a breach of any  representation,  warranty or obligation set
forth in this Agreement.

7.4 Licensee may, and is hereby  authorized by Licensor to, at any time and from
time to time,  to the fullest  extent  permitted  by  applicable  laws,  without
advance notice to Licensor (any such notice being expressly waived by Licensor),
set off and apply any and all amounts due and owing by Licensee to Licensor,  or
either  them,  at any time or for the credit or the account of Licensor  against
any or all of the costs,  fees and  expenses  incurred  by  Licensee  hereunder,
whether or not such obligations have matured. Licensee hereby agrees promptly to
notify Licensor after any such set-off or application;  provided,  however, that
the failure to give such notice  shall not affect the  validity of such  set-off
and application.

                                  ARTICLE VIII

                        EACH PARTY TO BEAR ITS OWN COSTS

Except as otherwise  expressly provided herein, each Party shall bear all of its
own costs relating to this  Agreement,  including,  by way of example and not by
way of limitation,  the cost of negotiating and entering into this Agreement and
the cost of fulfilling all of its obligations under this Agreement.

                                   ARTICLE IX

                               EXECUTORY CONTRACT

In the  event  that  any of the  Parties  to  this  Agreement  should  hereafter
voluntarily or involuntarily seek relief under the United States Bankruptcy Code
(Title 11 U.S.C.  ss.ss.  101, et seq.), the Parties  acknowledge and agree that
this  Agreement  constitutes  an executory  contract  under which  Licensor is a
licensor to Licensee of a right to use Intellectual  Property within the meaning
of 11 U.S.C.  ss.  365.  The Parties  acknowledge  and agree that in such event,
Licensee  shall have full  availability  to retain its  rights and  continue  to
exercise the rights and licenses granted to Licensee  hereunder  pursuant to the
provisions of 11 U.S.C. ss. 365(n).

                                    ARTICLE X

      EXISTING AND FUTURE PROPRIETARY INFORMATION AND INTELLECTUAL PROPERTY

10.1 Each Party shall  continue to own and control all  proprietary  information
and intellectual  property rights owned by such Party  immediately  prior to the
Effective Date.

10.2 Any and all proprietary  information and  intellectual  property created by
Licensor, and not jointly with Licensee, after the Effective Date shall be owned
and controlled by Licensor.

                                      -16-
<PAGE>

10.3 Any and all  proprietary  information  and  intellectual  property which is
developed  jointly by Licensor  and Licensee  shall be owned  jointly by them in
proportion to the economic  investment made by each Party toward the development
of such information or property, unless otherwise reflected in a signed, written
agreement  between or among such Parties with  respect to the  ownership  rights
thereof.

                                   ARTICLE XI

                                 CONFIDENTIALITY

11.1 A Party receiving Confidential Information (the "Receiving Party") from the
other `Party (the  "Disclosing  Party")  shall,  from the  Effective  Date for a
period of two (2) years from the date on which this Agreement shall terminate or
expire in accordance with the applicable provisions hereof:

(a)   hold in confidence such  Confidential  Information  disclosed to it by the
      Disclosing Party;

(b)   safeguard such  Confidential  Information of the Disclosing Party with the
      same degree of care (but in no case less than a reasonable degree of care)
      as the Receiving Party uses for its own Confidential Information;

(c)   not use such  Confidential  Information of the Disclosing Party in any way
      or for any purpose  other than as  expressly  and  specifically  permitted
      herein; and

(d)   limit  dissemination  of such  Confidential  Information of the Disclosing
      Party within the  Receiving  Party only to those of its employees who must
      be directly  involved with the Confidential  Information of the Disclosing
      Party for the purposes contemplated by this Agreement and who are bound by
      obligations to the Receiving Party for the benefit of the Disclosing Party
      corresponding to those of items (a) through (d) of this Section 11.1.

11.2 The  obligations  of  Section  11.1  shall  not  apply to any  Confidential
Information that:

(a)   as of the  Effective  Date is or  thereafter  becomes  publicly  known and
      freely  available  for use  through  no act,  failure  to act,  fault,  or
      omission of the Receiving  Party and without  breach of this  Agreement by
      the Parties;

(b)   was already  known to the  Receiving  Party prior to the time of its first
      disclosure  by  the  Disclosing  Party  to  the  Receiving  Party,  from a
      third-party  whose  disclosure  to the  Receiving  Party was and is not in
      violation  of any  confidentiality  or use  restriction,  and  where  such
      knowledge by the Receiving  Party was and is free from any third-  party's
      confidentiality restriction and/or use restriction;

                                      -17-
<PAGE>

(c)   is lawfully and without breach of this Agreement received by the Receiving
      Party from a third-party whose disclosure to the Receiving Party is not in
      violation  of  any  confidentiality  or use  restriction  and  where  such
      knowledge  by  the  Receiving   Party  is  free  from  any   third-party's
      confidentiality restriction and/or use restriction;

(d)   is  furnished  to a  third-party  by  the  Disclosing  Party  without  any
      restrictions on the  third-party's  rights of disclosure  and/or rights of
      use;

(e)   is expressly and  specifically  approved for public release and public use
      by prior written authorization of the Disclosing Party; or

(f)   is   independently   developed  by  the  Receiving   Party  (as  shown  by
      contemporaneous  corroborating documentary evidence) without any knowledge
      of and without any use of any  Confidential  Information  disclosed by the
      Disclosing Party to the Receiving Party.

11.3 Disclosure of Confidential  Information by the Receiving Party shall not be
precluded if such  disclosure is made to comply with a valid order of a court or
other  governmental  body of the  United  States (or any  political  subdivision
thereof) having appropriate  jurisdiction thereof;  provided,  however, that the
Receiving  Party shall  promptly (and in any case,  prior to disclosure  and not
more than five (5) calendar days after such order) give advance  written  notice
to the Disclosing  Party so that the Disclosing Party may oppose such disclosure
and/or obtain a protective order  satisfactory to the Disclosing Party requiring
that the Confidential  Information  ordered to be disclosed be kept confidential
and used only for the purpose for which the order was issued. ARTICLE XII

                              TERM AND TERMINATION

  12.1 Termination. This Agreement shall commence as of the Effective Date and
shall continue in full force and effect until terminated in accordance with this
Section 12.1 (the "Term").

(a)   Termination  by Licensor.  Licensor may  terminate  this  Agreement in the
      event of a  Licensee  Default,  as defined  in the  immediately  following
      sentence,  by delivering a written notice of  termination (a  "Termination
      Notice") to Licensee in  accordance  Section  14.9.  For  purposes of this
      Agreement,  the term  "Licensee  Default"  means  any  material  breach by
      Licensee  of any  representation,  covenant,  warranty,  or  term  of this
      Agreement  that is not  cured  (if able to be  cured)  within  sixty  (60)
      consecutive days after the date of such Termination Notice (the failure of
      Licensee to pay the Consideration shall be deemed, without limitation,  to
      constitute a material breach under this Agreement).

                                      -18-
<PAGE>

(b)   Termination  by Licensee.  Licensee may  terminate  this  Agreement in the
      event of a  Licensor  Default,  as defined  in the  immediately  following
      sentence,  by  delivering a  Termination  Notice to Licensor in accordance
      Section 14.9. For purposes of this Agreement,  the term "Licensor Default"
      means,  collectively or individually,  (i) any material breach by Licensor
      of any representation,  covenant, warranty, or term of this Agreement that
      is not cured (if able to be cured)  within  sixty  (60)  consecutive  days
      after the date of such Termination  Notice; and (ii) upon six months prior
      written notice to Licensor in accordance with Section 14.9.

(c)   Termination  by Mutual  Consent.  Licensor and Licensee may terminate this
      Agreement, or portions thereof, at any time by mutual written consent.

12.2 Remedies

(a)   Licensor's  Remedies.  In the  event  of  termination  of  this  Agreement
      pursuant  to  Subsection  13.1(a)  hereof,  Licensor  shall be entitled to
      exercise any and all remedies  available  to it under this  Agreement,  or
      otherwise at law or in equity.  None of the  remedies  referred to in this
      Subsection  12.2(a) shall be exclusive,  and all of such remedies shall be
      cumulative.

(b)   Licensee's  Remedies.  In the  event  of  termination  of  this  Agreement
      pursuant  to  Subsection  13.1(b)  hereof,  Licensee  shall be entitled to
      exercise  any  and all  remedies  available  to it  under  this  Agreement
      (subject to the next sentence),  or otherwise at law or in equity. None of
      the remedies  referred to in this  Subsection  12.2(b) shall be exclusive,
      and all of such remedies shall be cumulative.

12.3 Effect of Termination.

(a)   Upon any termination of this Agreement by a Licensor:

      (i)   the  License  shall  immediately  terminate,  and  all  Intellectual
            Property,   Proprietary   Information,   Confidential   Information,
            Inventions,   and  Proprietary  Rights  associated  therewith  shall
            immediately revert to Licensor; and

      (ii)  Licensee shall immediately and without further act by Licensor cease
            making   any   use  of  all   Intellectual   Property,   Proprietary
            Information,  Confidential  Information,  Inventions and Proprietary
            Rights licensed to Licensee pursuant to this Agreement; and

(b)   Any termination of this Agreement by one Party shall not relieve the other
      Party  of any of its  obligations  to the  Party  existing  at the time of
      termination.

                                      -19-
<PAGE>

(c)   Articles V through XIV shall survive any termination of this Agreement.

                                  ARTICLE XIII

                          ASSIGNMENT OR OTHER TRANSFER

Neither this Agreement,  nor any right or obligation hereunder, is assignable or
otherwise  transferable  by  Licensor  without  the  prior  written  consent  of
Licensee,  which  consent may be  withheld by Licensee in its sole and  absolute
discretion.  Any  attempt  by  Licensor  to assign or  otherwise  transfer  this
Agreement, or any right or obligation hereunder, to a third-party shall be null,
void, and not binding on Licensee unless Licensee  authorizes such assignment or
other transfer by Licensor in writing  before  effectuating  such  assignment or
other transfer. Except as expressly permitted hereunder, this Agreement, and any
right or obligation hereunder,  are not assignable or otherwise  transferable by
Licensee  without the prior written consent of Licensor,  provided that Licensee
shall have the right to sublicense any of its rights  herein,  in any Territory,
and/or to assign its rights  hereunder to any Affiliate of Licensee in each case
upon  notification  thereof to Licensor within ten (10) business days after such
event.

                                   ARTICLE XIV

                                  MISCELLANEOUS

14.1  Severability.  If any provision of this Agreement  shall for any reason be
found invalid, illegal,  unenforceable or in conflict with any valid controlling
law:  (a) such  provision  shall be  separated  from  this  Agreement;  (b) such
invalidity, illegality,  unenforceability or conflict shall not affect any other
provision  hereof;  and (c) this Agreement shall be interpreted and construed as
if such provision, to the extent the same shall have been held invalid, illegal,
unenforceable or in conflict,  had never been contained herein. In the event the
legality of any provision of this Agreement is brought into question  because of
a decision by a court or other tribunal of competent jurisdiction of any country
in which this Agreement  applies,  the Parties may agree to revise the provision
in question  or may delete it entirely so as to comply with the  decision of the
court or other tribunal and so as to most closely comply with the intent of this
Agreement prior to the revision or deletion of the provision in question.

14.2 Waiver.  The waiver of a breach hereunder may be effected only by a writing
signed by the waiving Party and shall not constitute, or be held to be, a waiver
of any other or subsequent  breach or to affect in any way the  effectiveness or
enforceability of the provision in question.

14.3  Amendment.  Any  Modification  or  amendment  of this  Agreement  shall be
effective only if made in writing and signed by all Parties.

14.4 Relationship of the Parties. Each Party is an independent contractor and is
independent of the other Party.  Under no  circumstances  shall any employees of
one Party be deemed  the  employees  of the other  Party for any  purpose.  This
Agreement  does not create a partnership,  joint venture or agency  relationship
between the Parties of any kind or nature.  This  Agreement  does not create any
fiduciary or other obligation between the Parties,  except for those obligations
expressly and specifically set forth herein. Neither Party shall have any right,
power, or authority under this Agreement to act as a legal representative of the
other  Party,  and  neither  Party  shall have any power to obligate or bind the
other or to make any representations, express or implied, on behalf of or in the
name of the other in any manner or for any purpose whatsoever.

                                      -20-
<PAGE>

14.5 Governing Law; Venue for Suit;  Jurisdiction of Court. This Agreement shall
be governed by and construed in  accordance  with the internal laws of the State
of California  applicable to the  performance  and enforcement of contracts made
within such state, without giving effect to the law of conflicts of laws applied
thereby.  In the event that any dispute shall occur between or among the Parties
arising out of or resulting from the construction,  interpretation,  enforcement
or any other aspect of this  Agreement,  the Parties  hereby agree to accept the
exclusive  jurisdiction of the Courts of the State of California  sitting in and
for the County of Orange. The Parties hereby agree that venue is proper in those
courts,  hereby consent to such venue in and personal  jurisdiction over them by
those courts,  and hereby waive all  objections to such venue and to the courts'
personal jurisdiction over them.

14.6 Schedules and Exhibits.  All schedules and all exhibits  attached hereto or
referred to herein are  integral and material  parts of this  Agreement  and are
hereby incorporated into this Agreement.

14.7 No  Third  Party  Beneficiaries.  Nothing  in this  Agreement,  express  or
implied, is intended or shall be construed to confer upon any Person, other than
the Parties and their respective  successors and assigns permitted  hereby,  any
right, remedy or claim under or by reason of this Agreement.

14.8 Merger and Integration.  This Agreement  contains the entire  understanding
between  the  Parties  concerning  the  subject  matter of this  Agreement,  and
supersedes any and all prior understandings,  agreements,  representations,  and
warranties,  express or implied, written or oral, between the Parties concerning
the subject matter of this Agreement.

14.9  Notices.  Any demand,  notice,  report,  request,  or other  communication
required or permitted to be given under this Agreement  shall be in writing and,
unless  otherwise  provided  herein,  shall be deemed  sufficiently  given  when
actually delivered in person (including delivery by a commercial service such as
a messenger) or when mailed by express,  registered,  or certified mail (postage
prepaid) directed as follows:

               If to Licensor:     Billfighter Investments Limited
                                   Hannah Waiver House,
                                   The Valley, Anguilla BWI
                                   Attention:  Bernadine Romney

                                      -21-
<PAGE>


               If to Licensee:     Reclamation Consulting and Applications, Inc.
                                   23832 Rockfield Boulevard, Suite 275
                                   Lake Forest, California 92630
                                   Attention: Gordon Davies
                                   President
                                   Tel: (949) 609-0590
                                   Fax: (949) 609-0594

      With a copy (which shall
    not constitute notice) to:     August Law Group, P.C.
                                   19200 Von Karman Avenue, Suite 900
                                   Los Angeles, California 92612
                                   Attention:  Kenneth S. August
                                   President
                                   Tel: (949) 752-7772
                                   Fax: (949) 752-7776

      provided,  however,  that any  Party  may,  by  notice  given to the other
      Parties in accordance with this Section 14.9, designate another address or
      person for receipt of notices hereunder.

14.10 Legal  Counsel.  All of the terms and conditions of this Agreement are the
result of direct negotiation among the Parties,  each of which acknowledges that
it has  obtained  or has had the  opportunity,  but in its sole  discretion  has
chosen not to, obtain the advice of legal counsel. Accordingly, any principle of
contract  interpretation  construing a contract or provision thereof against the
drafter shall not apply to this Agreement.

14.11  LIMITATION  OF  LIABILITY.  IN NO EVENT SHALL  EITHER PARTY BE LIABLE FOR
INCIDENTAL,  CONSEQUENTIAL,  SPECIAL, PUNITIVE,  EXEMPLARY, OR INDIRECT DAMAGES,
WHETHER  CLAIMED  UNDER  CONTRACT,  TORT,  OR ANY OTHER LEGAL THEORY EVEN IF THE
PARTY  ALLEGED TO BE LIABLE FOR THE DAMAGES  HAS BEEN  ADVISED IN ADVANCE OF THE
POSSIBILITY OF SUCH DAMAGES.

14.12 Successors and Assigns.  This Agreement will be binding upon the permitted
successors and permitted assigns or other permitted  transferees of Licensor and
upon the successors and assigns and other transferees of Licensor.

14.13 Force  Majeure.  Neither Party shall be liable for any failure or delay in
performing  its  obligations  hereunder  due to any  external  cause  beyond its
reasonable control,  including,  by way of example and not by way of limitation,
fire, accident,  acts of the public enemy, war, riot, rebellion,  labor dispute,
strike,  lock-out,  labor  shortage,  labor  unrest,   insurrection,   sabotage,
epidemic,  transportation  delay, shortage of raw materials,  supplies,  energy,
components or machinery,  an act of God or government or the  judiciary,  or any
other  cause   beyond  the   reasonable   control  of  the   non-performing   or
late-performing Party.

                                      -22-
<PAGE>

14.14 Further Documents.  Each Party shall execute and deliver,  at any time and
from time to time upon the request of the other Party, such further instruments,
papers or  documents  as may be  necessary  or  appropriate  to  consummate  the
transactions   contemplated  hereby,  to  implement  or  perfect  any  liens  or
transfers,  and to take such  other  action as the  other  Party may  reasonably
request to effectuate the purposes of this Agreement.

14.15 Execution In Counterparts. This Agreement may be executed in counterparts,
each of which shall  constitute  an  original  and all of which  together  shall
constitute one and the same Agreement and be effective as of the Effective Date.

14.16 Specific Performance;  Remedies Cumulative.  The parties hereby agree with
each other that, in the event of any breach of this Agreement by any party where
such breach may cause  irreparable  harm to any other party,  or where  monetary
damages may not be  sufficient  or may not be  adequately  quantified,  then the
affected party or parties shall be entitled to specific performance,  injunctive
relief  or such  other  equitable  remedies  as may be  available  to it,  which
remedies  shall be cumulative and  non-exclusive,  and in addition to such other
remedies as such party may otherwise have at law or in equity.

14.17  Attorneys'  Fees.  In  any  action  or  proceeding  between  the  Parties
hereunder, the prevailing Party shall be entitled to recover all fees, costs and
other expenses  (including,  without limitation,  the reasonable expenses of its
attorneys) incurred in addition to any other relief to which it may be entitled.


                    [SIGNATURES APPEAR ON THE FOLLOWING PAGE]


                                      -23-
<PAGE>



By signature below, each Party acknowledges  that: (a) it has read,  understood,
and approved this  Agreement;  (b) it has had an opportunity to consult with its
respective  counsel,  as indicated in Section 14.10,  above, and with such other
experts  and/or  advisors  as it has deemed  necessary  in  connection  with the
negotiation,  execution,  and  delivery of this  Agreement;  (c) the  provisions
contained  herein  represent an agreed  allocation of risks that is reflected in
the  obligations  hereunder;  (d) this  Agreement  has  been  fully  and  fairly
negotiated;  (e) it has had  ample  opportunity  to ask  questions  of the other
Parties  regarding  this  Agreement;  and (f) it has caused this Agreement to be
executed by a duly authorized  representative who has the authority to bind that
Party to this Agreement.



LICENSOR:

BILLFIGHTER INVESTMENTS, LIMITED

     By:  /s/ Bernadine Romney
          --------------------
     Name:   Bernadine Romney, Authorized Signatory



LICENSEE:

RECLAMATION CONSULTING AND APPLICATIONS, INC.

    By:  /s/ Gordon W. Davies
         ---------------------
    Name:   Gordon W. Davies, President


                                      -24-
<PAGE>

                                    EXHIBIT A
                             SUBSCRIPTION AGREEMENT

      THIS SUBSCRIPTION  AGREEMENT(the  "Agreement"),  is entered into as of the
4th day of January,  2006 (the  "Effective  Date") , by and between  Billfighter
Investments Limited, an Anguilla limited liability company (the "Investor"), and
Reclamation  Consulting  and  Applications,  Inc., a  corporation  organized and
existing under the laws of the State of Colorado (the "Company").

      WHEREAS,  the Company has  authorized  seventy-five  million  (75,000,000)
shares of common stock (the "Common Stock") with a par value of one cent ($0.01)
per share, of which  twenty-nine  million,  six hundred twenty  thousand,  eight
hundred thirteen  (29,620,813)  shares are issued and outstanding as of the date
hereof;

      WHEREAS,  contemporaneously  herewith,  the parties have entered into that
certain   License   Agreement,   dated  of  even  date  herewith  (the  "License
Agreement"),  pursuant  to which  the  Investor  has  granted  the  Company  the
exclusive right and license to use, modify, produce, market, sell and distribute
Reliant III automated spray  applicator  system (the "Licensed  Product") in the
aggregate  and mining  industries  anywhere in the world in  consideration  for,
among other things,  the shares of the  Company's  Common Stock  subscribed  for
pursuant hereto (collectively, the "License Fee"); and

WHEREAS,  subject to the terms and  conditions  contained  herein,  the Investor
      desires to  purchase  four  million  (4,000,000)  shares of the  Company's
      Common  Stock  (the  "Shares")  at eight  cents  ($0.08)  per share for an
      aggregate  purchase price of Three Hundred and Twenty  Dollars  ($320,000)
      (the "Purchase Price").

      NOW,  THEREFORE,  in  consideration  of the  foregoing  premises  and  the
covenants  and  agreements  set forth  herein,  and for other good and  valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto, intending to be legally bound, hereby agree as follows:

1.    Subscription  for  the  Shares.  Upon  execution  of this  Agreement,  the
      Investor  hereby  irrevocably  agrees to  subscribe  for the  Shares to be
      issued by the Company in accordance with the terms of this Agreement. Such
      Shares,  once  delivered  to the  Investor as set forth  herein,  shall be
      validly issued,  fully paid and  non-assessable,  and shall be recorded on
      the books and records of the Company as issued to Billfighter  Investments
      Limited.

2.    Consideration  for and Issuance of the Shares.  As  consideration  for the
      Shares,  the Investor  agrees to credit the amount of the  Purchase  Price
      towards  the  License  Fee on the terms and  conditions  as more fully set
      forth in the License  Agreement.  Upon the execution of License  Agreement
      and this  Agreement,  the Company  shall cause the Investor to be issued a
      stock certificate in the manner set forth above, evidencing the Investor's
      ownership of the Shares.


                                      -25-
<PAGE>

3.    Representations  and  Warranties  of  the  Company.   The  Company  hereby
      represents  and  warrants  to the  Investor,  as of the date  hereof,  the
      following:

      (a)   the Company is a corporation  duly  organized  and validly  existing
            under  the laws of the  State of  Colorado,  and has full  power and
            authority to enter into,  execute and perform this Agreement,  which
            Agreement,  once  executed  by the  Company,  shall be the valid and
            binding obligation of such party,  enforceable against such party by
            any court of competent jurisdiction in accordance with its terms;

(b)   the individuals  signing this Agreement on behalf the Company are the duly
      elected  executive  officers  of the Company so  indicated,  and have full
      power and  authority to enter into and execute this  Agreement  for and on
      behalf of the Company;

      (c)   the Company is not bound by or subject to any  contract,  agreement,
            court order or judgment,  administrative  ruling, law, regulation or
            any other item which prohibits or restricts such party from entering
            into and performing  this Agreement in accordance with its terms, or
            requiring  the consent of any third party prior to the entry into or
            performance of this  Agreement in accordance  with its terms by such
            party.

4.    Representations  and  Warranties  of the  Investor.  The  Investor  hereby
      represents  and  warrants  to the  Company,  as of the  date  hereof,  the
      following:

      (a)   the Investor is a limited liability company duly organized,  validly
            existing, and in good standing under the laws of Anguilla, with full
            power and  authority,  and all necessary  consents,  authorizations,
            approvals,  orders and  licenses to enter into,  execute and perform
            this  Agreement  and  the  License  Agreement   (collectively,   the
            "Agreements"),  which  Agreements,  once  executed by the  Investor,
            shall be the valid and binding obligation of such party, enforceable
            against  such  party  by any  court  of  competent  jurisdiction  in
            accordance with its terms;

(b)   the Investor is not bound by or subject to any contract,  agreement,  law,
      court order or judgment,  administrative  ruling,  regulation or any other
      item which  prohibits  or  restricts  such party  from  entering  into and
      performing the Agreements in accordance  with their  respective  terms, or
      requiring  the  consent  of any third  party  prior to the  entry  into or
      performance  of each of the  Agreements in accordance  with its respective
      terms by such party;

      (c)   with respect to the Shares being acquired by the Investor:


                                      -26-
<PAGE>

            (i)   the Investor is acquiring the Shares for his own account,  and
                  not with a view toward the subdivision,  resale, distribution,
                  or  fractionalization  thereof;  the Investor has no contract,
                  undertaking, or arrangement with any person to sell, transfer,
                  or  otherwise  dispose of the Shares (or any  portion  thereof
                  hereby  subscribed for), and has no present intention to enter
                  into any such contract, undertaking, agreement or arrangement;

            (ii)  the  subscription for Shares by the Investor is not the result
                  of any form of general solicitation or general advertising;

            (iii) the Investor hereby acknowledges that: (A) the offering of the
                  Shares was made only through  direct,  personal  communication
                  between the Investor and the Company; (B) the Investor has had
                  full  access to  material  concerning  the  Company's  planned
                  business and operations,  which material was furnished or made
                  available  to the Investor by officers or  representatives  of
                  the  Company;  (C) the  Company  has  given the  Investor  the
                  opportunity  to ask any  questions  and obtain all  additional
                  information  desired  in order to  verify  or  supplement  the
                  material so furnished;  and (D) the Investor  understands  and
                  acknowledges  that a purchaser  of the Shares must be prepared
                  to bear the economic risk of such investment for an indefinite
                  period  because  of:  (I) the  heightened  nature of the risks
                  associated with an investment in the Company due to its status
                  as a development stage company; (II) illiquidity of the Shares
                  due to the fact that (1) the Shares  have not been  registered
                  under  the  Securities  Act of 1933  (the  "Act") or any state
                  securities  act  (nor  passed  upon  by the  SEC or any  state
                  securities  commission),   and  (2)  the  Shares  may  not  be
                  registered or qualified by the Investor under federal or state
                  securities laws solely in reliance upon an available exemption
                  from such registration or qualification, and hence such Shares
                  cannot be sold unless they are  subsequently  so registered or
                  qualified,   or  are  otherwise   subject  to  any  applicable
                  exemption  from  such  registration   requirements;   and  (3)
                  substantial  restrictions  on transfer  of the Shares,  as set
                  forth  by  legend  on  the  face  or  reverse  side  of  every
                  certificate evidencing the ownership of the Shares;

      (d)   the Investor is an "accredited  investor" as such term is defined in
            Rule 501 of Regulation D promulgated  by the Securities and Exchange
            Commission under the Act; and

                                      -27-
<PAGE>

      (e)   the Investor has been advised to consult and has  consulted  with an
            attorney   regarding  legal  matters  concerning  the  purchase  and
            ownership of the Shares,  and with a tax advisor  regarding  the tax
            consequences of purchasing such Shares.

5.    Undertaking with Respect to Registration of the Shares. The Company hereby
      agrees with the Investor,  in the event of any subsequent  registration of
      the  Company's  Common  Stock  for  public  sale with the  Securities  and
      Exchange  Commission  in  the  twelve  (12)  month  period  following  the
      Effective Date of this Agreement,  that it shall undertake, at the request
      of the  Investor,  to  include  in  such  registration  all of the  Shares
      subscribed for pursuant hereto, subject to approval by the Company and its
      underwriter(s)  in such  public  offering.  If the  underwriter(s)  should
      determine that inclusion of all applicable  Shares in such public offering
      is not  possible,  or would  impair or  restrict in any way the ability of
      such  underwriter(s)  to offer and sell the Common  Stock  covered by such
      registration,  then the Company  shall  endeavor to include such number of
      Shares therein as the underwriter(s)  will allow, after giving priority to
      the Common Stock being offered by the Company for its own account and such
      other selling  stockholders  as the Company may be obligated to include in
      such offering.  All costs and expenses incurred in such registration shall
      be borne by the Company, other than the Investor's pro rata portion of the
      underwriters'  costs and the selling  commission and discounts  payable in
      respect of such public offering.

6.    Miscellaneous Provisions.

      (a)   Notices. All notices,  requests, demands and other communications to
            be given  hereunder  shall be in writing and shall be deemed to have
            been duly given on the date of personal  service or  transmission by
            fax if such  transmission  is  received  during the normal  business
            hours of the  addressee,  or on the first business day after sending
            the same by  overnight  courier  service or by  telegram,  or on the
            third business day after mailing the same by first class mail, or on
            the  day of  receipt  if  sent  by  certified  or  registered  mail,
            addressed as set forth below,  or at such other address as any party
            may  hereafter  indicate  by notice  delivered  as set forth in this
            Section 6(a):

            If to Investor:        Billfighter Investments Limited
                                   Hannah Waiver House,
                                   The Valley, Anguilla BWI
                                   Attention:  Bernadine Romney


            If to Company:         Reclamation Consulting and Applications, Inc.
                                   23832 Rockfield Boulevard, Suite 275
                                   Lake Forest, California 92630
                                   Attention: Gordon Davies
                                   President
                                   Tel: (949) 609-0590
                                   Fax: (949) 609-0594

                                      -28-
<PAGE>

      With a copy (which shall
      not constitute notice) to:   August Law Group, P.C.
                                   19200 Von Karman Avenue, Suite 900
                                   Los Angeles, California 92612
                                   Attention:  Kenneth S. August
                                   President
                                   Tel: (949) 752-7772
                                   Fax: (949) 752-7776


      (b)   Binding Agreement;  Assignment.  This Agreement shall constitute the
            binding agreement of the parties hereto, enforceable against each of
            them in accordance with its terms. This Agreement shall inure to the
            benefit  of  each  of  the  parties  hereto,  and  their  respective
            successors  and  permitted  assigns;  provided,  however,  that this
            Agreement  may not be assigned  (whether by contract or by operation
            of law) by the  Investor  without the prior  written  consent of the
            Company.

      (c)   Entire  Agreement.  This Agreement  constitutes the entire and final
            agreement and understanding  between the parties with respect to the
            subject matter hereof and the transactions  contemplated hereby, and
            supersedes any and all prior oral or written agreements, statements,
            representations,  warranties or understandings  between the parties,
            all of which are merged herein and superseded hereby.

      (d)   Waiver. No waiver of any provision of this Agreement shall be deemed
            to be or shall constitute a waiver of any other  provision,  whether
            or not similar, nor shall any waiver constitute a continuing waiver.
            No waiver shall be binding  unless  executed in writing by the party
            making the waiver.

      (e)   Headings.  The headings provided herein are for convenience only and
            shall   have  no  force  or   effect   upon  the   construction   or
            interpretation of any provision hereof.

      (f)   Counterparts.  This  Agreement  may  be  executed  in  one  or  more
            counterparts,  each of which shall be deemed an original, but all of
            which together shall constitute one and the same instrument.


      (g)   Further  Documents and Acts. Each party agrees to execute such other
            and further  documents and to perform such other and further acts as
            may be reasonably necessary to carry out the purposes and provisions
            of this Agreement.

                                      -29-
<PAGE>

      (h)   Governing  Law;  Venue.  This  Agreement  shall be  governed  by and
            construed  in  accordance  with the  internal  laws of the  State of
            California   applicable  to  the   performance  and  enforcement  of
            contracts  made within such state,  without giving effect to the law
            of conflicts of laws applied thereby.  In the event that any dispute
            shall occur between the parties arising out of or resulting from the
            construction,  interpretation,  enforcement  or any other  aspect of
            this  Agreement,  the parties  hereby agree to accept the  exclusive
            jurisdiction of the Courts of the State of California sitting in and
            for the County of Orange.  In the event either party shall be forced
            to bring any legal action to protect or defend its rights hereunder,
            then the prevailing  party in such  proceeding  shall be entitled to
            reimbursement from the  non-prevailing  party of all fees, costs and
            other  expenses  (including,   without  limitation,  the  reasonable
            expenses of its  attorneys)  in bringing or  defending  against such
            action.

      (j)   Specific Performance;  Remedies Cumulative. The parties hereby agree
            with each other that,  in the event of any breach of this  Agreement
            by any party  where such  breach may cause  irreparable  harm to any
            other party, or where monetary  damages may not be sufficient or may
            not be  adequately  quantified,  then the affected  party or parties
            shall be entitled to specific performance, injunctive relief or such
            other  equitable  remedies as may be available to it, which remedies
            shall be cumulative and non-exclusive, and in addition to such other
            remedies as such party may otherwise have at law or in equity.

      (k)   Severable   Provisions.   The   provisions  of  this  Agreement  are
            severable,  and if any one or more  provisions  is  determined to be
            illegal, indefinite, invalid or otherwise unenforceable, in whole or
            in part, by any court of competent jurisdiction,  then the remaining
            provisions  of  this  Agreement  and  any  partially   unenforceable
            provisions to the extent enforceable in the pertinent  jurisdiction,
            shall  continue  in full force and  effect and shall be binding  and
            enforceable on the parties.


                      [SIGNATURE PAGE FOLLOWS ON NEXT PAGE]



                                      -30-
<PAGE>

      IN WITNESS WHEREOF,  the parties hereto have executed this Agreement as of
the date and year first above written.


THE COMPANY:

RECLAMATION CONSULTING
AND APPLICATIONS, INC.                               ATTEST:


   By:   /s/ Gordon W. Davies               By:     /s/ Michael  Davies
         --------------------                        ------------------
         Gordon Davies                               Michael Davies
         President                                   Secretary



BILLFIGHTER INVESTMENTS, LIMITED

     By: /s/ Bernadine Romney
         --------------------
     Name:   Bernadine Romney
             Authorized Signatory



                                      -31-
<PAGE>




                                    EXHIBIT B

                                 PROMISSORY NOTE

$180,000                                                 Lake Forest, California
                                                          January 4, 2006

                  FOR VALUE RECEIVED,  the undersigned,  RECLAMATION  CONSULTING
AND APPLICATIONS, INC., a Colorado corporation (together with its successors and
assigns,  the  "Borrower"),  hereby  promises to pay to the order of BILLFIGHTER
INVESTMENTS,  LIMITED,  an Anguilla limited liability company (together with its
successors and assigns, the "Lender"), at the Lender's offices located at Hannah
Waiver  House,  The Valley,  Anguilla BWI (or such other place as the Lender may
designate  in writing  to the  Borrower),  the  aggregate  principal  sum of One
Hundred Eighty  Thousand  Dollars  ($180,000) with interest with interest on the
balance  outstanding  from  time to time at the rate of ten  percent  (10%)  per
annum., in lawful money of the United States,  upon the terms and subject to the
conditions set forth herein. This unsecured  promissory note (the "Note") is the
promissory note referred to Section 3.3 of the License Agreement,  dated of even
date  herewith  (the  "License  Agreement")  by and  between  the Lender and the
Borrower.

1.    Payment and Prepayment.

      (a)   Repayment of Principal  and Interest.  The entire  unpaid  principal
            balance, together with any accrued interest and other unpaid charges
            or fees hereunder,  shall be due and payable on first anniversary of
            the date hereof (the "Maturity Date").

      (b)   Prepayment.  Prepayment  in  whole  or part  may  occur  at any time
            hereunder without penalty or premium; provided that the Lender shall
            be  provided  with  not  less  than  ten  (10)  days  notice  of the
            Borrower's  intent to pre-pay;  and  provided  further that any such
            partial  prepayment  shall not  operate to  postpone  or suspend the
            obligation  to make,  and shall not have the effect of altering  the
            time for  payment of the  remaining  balance of the Note as provided
            for above,  unless and until the entire  obligation is paid in full.
            All payments  received  hereunder  shall be applied,  first,  to any
            costs or expenses  incurred by Lender in collecting  such payment or
            to any other unpaid  charges or expenses due hereunder;  second,  to
            accrued interest; and third, to principal.

2.    Events of Default.  The occurrence and  continuation of any one or more of
      the following  events shall constitute an event of default under this Note
      ("Event of Default"):

      (a)   Payment  Default.  The  Borrower  shall  fail to make  any  required
            payment of  principal  of or interest on this Note and such  failure
            shall  continue for more than five (5) business  days after  written
            notice from the Lender to the Borrower thereof.


                                      -32-
<PAGE>

      (b)   Bankruptcy  Default.  The  Borrower  shall  (i)  commence  any case,
            proceeding  or other  action under any existing or future law of any
            jurisdiction relating to seeking to have an order for relief entered
            with  respect  to  it  or  its  debts,  or  seeking  reorganization,
            arrangement,   adjustment,  winding-up,  liquidation,   dissolution,
            composition or other such relief with respect to it or its debts, or
            seeking  appointment  of a  receiver,  trustee,  custodian  or other
            similar  official  for it or for  all  or  substantially  all of its
            assets (each of the foregoing,  a "Bankruptcy Action");  (ii) become
            the debtor named in any Bankruptcy Action which results in the entry
            of an order  for  relief  or any such  adjudication  or  appointment
            described  in the  immediately  preceding  clause  (i),  or  remains
            undismissed,  undischarged  or  unbonded  for a period of sixty (60)
            days;  or (iii)  make a general  assignment  for the  benefit of its
            creditors.

      In each and every Event of Default under clause (a) of this Section 2, the
Lender may,  without  limiting any other rights it may have at law or in equity,
by written notice to the Borrower,  declare the unpaid principal of and interest
on this Note due and payable,  whereupon the same shall be  immediately  due and
payable,  without presentment,  demand, protest or other notice of any kind, all
of which the Borrower  hereby  expressly  waives,  and the Lender may proceed to
enforce  payment of such  principal  and  interest  or any part  thereof in such
manner as it may elect in its  discretion.  In each and every  Event of  Default
under clause (b) of this Section 3, the unpaid principal of and interest on this
Note shall be immediately due and payable without presentment,  demand,  protest
or notice of any kind, all of which the Borrower hereby  expressly  waives,  and
the Lender may proceed to enforce  payment of such principal and interest or any
part thereof in such manner as it may elect in its discretion.

3.  Notices.  All  notices,  requests,  demands or  communications  required  or
permitted  under  this Note  shall be given in  accordance  with the  provisions
applicable to the giving of notices in the License Agreement.

4. Waivers, Rights and Remedies.

      (a)  Waiver.  No  failure,  delay or course of  dealing on the part of the
Lender in exercising any right, power or privilege under this Note shall operate
as a waiver  thereof,  nor shall any  single or partial  exercise  of any right,
power or privilege  hereunder preclude the simultaneous or later exercise of any
other right,  power or privilege  hereunder.  The Borrower  hereby waives to the
extent not  prohibited  by  applicable  law (i) all  presentments,  demands  for
performance  or notices  of  nonperformance  (except to the extent  specifically
required  under Section 3); (ii) any  requirement  of diligence or promptness on
the part of the Lender to enforce its rights under this Note;  (iii) any and all
notices of every kind and  description  which may be required to be given by any
law; and (iv) any defense of any kind (other than  payment)  which it may now or
hereafter have with respect to its obligations under this Note.

                                      -33-
<PAGE>

      (b) Rights and Remedies. The rights and remedies herein expressly provided
are  cumulative and not exclusive of any rights or remedies which the Lender may
otherwise have. 5.  Indemnification.  The Borrower shall pay and shall indemnify
and hold the Lender harmless  against any and all costs and expenses,  including
reasonable  attorneys' fees and  disbursements,  actually incurred by the Lender
for the collection of this Note upon an Event of Default.

6.  Governing  Law; Venue for Suit;  Jurisdiction  of Court.  This Note shall be
governed by and construed in  accordance  with the internal laws of the State of
California  applicable to the  performance  and  enforcement  of contracts  made
within such state, without giving effect to the law of conflicts of laws applied
thereby.  In the event that any dispute shall occur between or among the Parties
arising out of or resulting from the construction,  interpretation,  enforcement
or any  other  aspect of this  Note,  the  Parties  hereby  agree to accept  the
exclusive  jurisdiction of the Courts of the State of California  sitting in and
for the County of Orange. The Parties hereby agree that venue is proper in those
courts,  hereby consent to such venue in and personal  jurisdiction over them by
those courts,  and hereby waive all  objections to such venue and to the courts'
personal jurisdiction over them.

7.  Amendment.  No  amendment  or other  modification  of this  Note may be made
without the written consent of the Lender.


THE BORROWER

RECLAMATION CONSULTING
AND APPLICATIONS, INC.


/s/ Gordon W. Davies
--------------------
 Gordon Davies
 President



THE LENDER

BILLFIGHTER INVESTMENTS LIMITED



/s/ Bernadine Romney
--------------------
Bernadine Romney
 Authorized Signatory

                                      -34-