Exhibit 10.28
                                 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.

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<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.

      (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.

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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

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