<PAGE>
EXHIBIT 4.2



THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER
THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THESE
SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO
THE ISSUER, (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH REGULATION S UNDER
THE ACT, (C) IN COMPLIANCE WITH THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS
UNDER THE ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE
WITH APPLICABLE STATE SECURITIES LAWS, OR (D) IN A TRANSACTION THAT DOES NOT
REQUIRE REGISTRATION UNDER THE ACT OR ANY APPLICABLE STATE LAWS, AND THE HOLDER
HAS, PRIOR TO SUCH SALE, FURNISHED TO THE ISSUER AN OPINION OF COUNSEL OR OTHER
EVIDENCE OF EXEMPTION, IN EITHER CASE REASONABLY SATISFACTORY TO THE ISSUER.
DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE "GOOD DELIVERY" IN SETTLEMENT OF
TRANSACTIONS ON STOCK EXCHANGES IN CANADA. THE HOLDER HEREOF WILL NOT, DIRECTLY
OR INDIRECTLY, ENGAGE IN ANY HEDGING TRANSACTION WITH REGARD TO THIS SECURITY,
EXCEPT AS PERMITTED BY THE ACT.



                              CONVERTIBLE DEBENTURE


THIS CONVERTIBLE DEBENTURE, dated as of September 11, 2007 (the "Agreement") is
made

BETWEEN:

        NAME:    JOAN A. GISH
        ADDRESS: 8405-400 Eau Claire Avenue S.W
                 Calgary, Alberta, Canada
                 T2P4X2
                 (the "Lender");

AND:

       RECLAMATION CONSULTING AND APPLICATIONS, INC., a company organized under
       the laws of the State of Colorado, of 940 Calle Amanecer, Suite E, San
       Clemente, CA 92673 (the "Borrower").


WHEREAS, on or about September 10, 2007, the Lender and the Borrower entered
into an oral agreement pursuant to which the Lender lent to the Borrower THREE
HUNDRED THOUSAND DOLLARS ($300,000) (the "Principal"); and



<PAGE>

WHEREAS, the Lender and the Borrower desire to memorialize the terms of the oral
agreement in writing by executing this Agreement.

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and
the mutual covenants and agreements hereinafter set forth, the parties hereto
agree as follows:

1.      DEFINITIONS

Where used in this Agreement, the following words and phrases shall have the
following meaning:

        1.1     "Accredited Investor" has the meaning assigned in subsection
                5.2.6;

        1.2     "Act" as the meaning assigned in subsection 5.2.4;

        1.3     "Agreement" means this Convertible Debenture and the schedules
                hereto, as at any time amended or modified and in effect;

        1.4     "Conversion Amount" has the meaning assigned in subsection 4.1;

        1.5     "Conversion Date" has the meaning assigned in subsection 4.1;

        1.6     "Conversion Notice" has the meaning assigned in subsection 4.1;

        1.7     "Conversion Price" means $0.12 per share;

        1.8     "Conversion Shares" means shares of Borrower's common stock to
                be received by Lender pursuant to a conversion under Section 4
                of the outstanding balance of Principal and unpaid accrued
                interest due under this Agreement;

        1.9     "Event of Default" means any event specified in subsection 8.1;

        1.10    "Loan" means the loan by the Lender to the Borrower established
                pursuant to subsection 3.1;

        1.11    "Maturity Date" means March 10, 2009;

        1.12    "Note" means a promissory note to be made by the Borrower to the
                Lender as evidence of the Loan which shall substantially be in
                the form set out in Schedule A and "Notes" means the plural
                thereof;

        1.13    "Principal" means the principal amount of the loan set forth in
                the Preamble;

        1.14    "Securities" has the meaning assigned in subsection 4.3;

        1.15    "U.S Person" has the meaning assigned in subsection 5.2.7; and

        1.16    "Warrants" has the meaning assigned in subsection 4.7.


                                       2
<PAGE>

2.      INTERPRETATION

        2.1     GOVERNING LAW AND 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.

        2.2     SEVERABILITY

If any one or more of the provisions contained in this Agreement is found to be
invalid, illegal or unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions contained herein will not in any way
be affected or impaired thereby.

        2.3     PARTIES IN INTEREST

This Agreement enures to the benefit of and is binding on the parties hereto and
their respective successors and permitted assigns.

        2.4     HEADINGS AND MARGINAL REFERENCES

The division of this Agreement into sections, subsections, paragraphs and
subparagraphs and the insertion of headings are for convenience of reference
only and do not affect the construction or interpretation of this Agreement.

        2.5     CURRENCY

All statements of, or references to, dollar amounts in this Agreement means
lawful currency of the United States.

3.      THE LOAN

        3.1     ESTABLISHMENT OF THE LOAN

The Lender agrees, on the terms and conditions set forth in this Agreement, to
lend to the Borrower the Principal as the "Loan."

        3.2     EVIDENCE OF INDEBTEDNESS

Indebtedness of the Borrower to the Lender in respect of the Loan will be
evidenced by one or more Notes, which will be provided by the Borrower to the
Lender upon the Lender's execution of this Agreement.


                                       3
<PAGE>

        3.3     INTEREST

The Borrower will pay simple interest to the Lender on the unpaid Principal from
September 10, 2007 at a rate of 12% per annum until the Loan is repaid in full.
Interest will be calculated and accrued monthly in arrears and will be payable
to the Lender monthly (except as to such amounts as were converted by Lender as
future interest under Section 4 and is therefore deemed already paid), within 15
days following the end of each calendar month until the earlier of (i) the
Maturity Date, (ii) the date the Loan is repaid in full, or (iii) the Principal
and interest are converted to Borrower's common stock pursuant to section 4.

        3.4     REPAYMENT OF THE LOAN

Subject to conversion pursuant to section 4, the Borrower will repay the
Principal and any accrued but unpaid interest to the Borrower on or before the
Maturity Date.

        3.5     PREPAYMENT OF LOAN

The Borrower may prepay the Principal and interest outstanding under the Loan
without penalty, bonus or charges.

4.      CONVERSION OF THE LOAN

        4.1     CONVERSION

At any time, and from time to time, prior to the Maturity Date, the Lender may
elect, by providing to Borrower a written notice in the form of Schedule C,
attached hereto (the "Conversion Notice"), to convert all or any portion of the
then-outstanding Principal, accrued but unpaid interest, and/or up to six months
future interest (the aggregate amount thereof being the "Conversion Amount") as
of the date of such Conversion Notice (the "Conversion Date").

        4.2     ISSUANCE OF CONVERSION SHARES

Within 15 days of receipt of a properly completed Conversion Notice, the
Borrower will issue Conversion Shares to the Lender in an amount equal to a
fraction, the numerator of which is the Conversion Amount to be converted and
the denominator of which is the Conversion Price. All Conversion Shares so
issued shall be deemed to have been issued as fully paid and non-assessable at a
price equal to the Conversion Price.

        4.3     LEGEND

This Agreement, and any Conversion Shares, Warrants and shares received on the
exercise of Warrants (collectively, the "Securities) shall bear such form of
restrictive legends as may be necessary, as determined by Borrower in Borrower's
reasonable discretion, to comply with applicable laws or regulations of any
stock exchange or other applicable authority, including but not limited to the
following legend:


                                       4
<PAGE>

        THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE
        REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED
        (THE "ACT"). THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE
        TRANSFERRED ONLY (A) TO THE ISSUER, (B) OUTSIDE THE UNITED STATES IN
        COMPLIANCE WITH REGULATION S UNDER THE ACT, (C) IN COMPLIANCE WITH THE
        EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE ACT PROVIDED BY
        RULE 144 THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE
        STATE SECURITIES LAWS, OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE
        REGISTRATION UNDER THE ACT OR ANY APPLICABLE STATE LAWS, AND THE HOLDER
        HAS, PRIOR TO SUCH SALE, FURNISHED TO THE ISSUER AN OPINION OF COUNSEL
        OR OTHER EVIDENCE OF EXEMPTION, IN EITHER CASE REASONABLY SATISFACTORY
        TO THE ISSUER. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE "GOOD
        DELIVERY" IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.
        THE HOLDER HEREOF WILL NOT, DIRECTLY OR INDIRECTLY, ENGAGE IN ANY
        HEDGING TRANSACTION WITH REGARD TO THIS SECURITY, EXCEPT AS PERMITTED BY
        THE ACT.

        4.4     CONVERSION DISCHARGES THE BORROWER

Conversion of Principal and interest in accordance herewith shall operate to
discharge the Borrower's obligations with respect to repayment of the Principal
amount and interest so converted, provided that delivery of the appropriate
number of Conversion Shares issued upon such conversion is made by the Borrower.
The Borrower shall not be bound to enquire into the title of the Lender, save as
ordered by a court of competent jurisdiction or as required by statute. The
Borrower shall not be bound to see to the execution of any trust affecting the
ownership of the Note(s) surrendered in connection with any conversion of
Principal and interest nor be charged with notice of any equity that may be
subsisting in respect thereof, unless the Borrower has actual notice thereof.

        4.5     NO REQUIREMENT TO ISSUE FRACTIONAL SECURITIES

The Borrower shall not be required to issue fractions of securities upon any
conversion of Principal and interest pursuant to this section 4. If any
fractional interest in securities would be issuable upon the conversion of
Principal and interest, the Borrower shall not be required to make any payment
in lieu of delivering any certificates representing such fractional interest.

        4.6     CANCELLATION OF NOTES

Upon conversion of the Principal amount of the Loan in whole or in part pursuant
to the provisions of this section 4, each Note representing the Principal
converted shall be forthwith delivered to and cancelled by the Borrower.


                                       5
<PAGE>

        4.7     WARRANTS

Upon the Lender's execution of this Agreement, the Borrower shall issue to the
Lender warrants for the purchase of an aggregate of three hundred thousand
(300,000) shares of the Borrower's common stock (the "Warrants"). The Warrants
shall be exercisable until the sooner of (i) 5:00 PM Pacific Time September 10,
2010 or (ii) 5:00 PM Pacific Time on the Call Date (as defined in the
certificates evidencing the Warrants. The Warrants shall be evidenced by one or
more warrant certificates substantially in the form of Schedule B attached
hereto, with an exercise price of $0.20 per share.

5.      REPRESENTATIONS AND WARRANTIES

        5.1     The Borrower represents and warrants to the Lender as of the
                date hereof that:

                5.1.1   the Borrower is a corporation duly incorporated, validly
                        existing and in good standing under the laws of
                        Colorado;

                5.1.2   the Borrower has all requisite corporate power and
                        authority to enter into this Agreement and to carry out
                        the obligations contemplated herein and therein;

                5.1.3   this Agreement has been duly and validly authorized,
                        executed and delivered by the Borrower and are valid
                        obligations of it; and

                5.1.4   no Event of Default and no event which, with the giving
                        of notice or lapse of time would become an Event of
                        Default, has occurred or is continuing.

        5.2     The Lender hereby represents and warrants to the Borrower, as of
                the date hereof, the following:

                5.2.1   the Lender has full power and capacity to enter into,
                        execute and perform this Agreement, which Agreement,
                        once executed by the Lender, 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;

                5.2.2   the Lender 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
                        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;

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


                                       6
<PAGE>

                5.2.4   the execution of this Agreement by the Lender is not the
                        result of any form of General Solicitation or General
                        Advertising (as used under Rule 502(c) promulgated under
                        the Securities Act of 1933, as amended (the "Act"));

                5.2.5   the Lender hereby acknowledges that: (A) the offering of
                        the Securities was made only through direct, personal
                        communication between the Lender and the Borrower; (B)
                        the Lender has had full access to material concerning
                        the Borrower's planned business and operations, which
                        material was furnished or made available to the Lender
                        by officers or representatives of the Borrower,
                        including the Borrower's SEC filings available on the
                        SEC web site at www.sec.gov; (C) the Borrower has given
                        the Lender 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 Lender understands and acknowledges that purchasers
                        of the Securities 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 Borrower due to its status as
                        a development stage company; (II) illiquidity of the
                        Securities due to the fact that (1) the Securities have
                        not been registered under the Act or any state
                        securities act (nor passed upon by the SEC or any state
                        securities commission), and (2) the Securities may not
                        be registered or qualified by the Lender under federal
                        or state securities laws solely in reliance upon an
                        available exemption from such registration or
                        qualification, and hence such Securities 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 Securities, as may set
                        forth by legend on the face or reverse side of every
                        certificate evidencing the ownership of the Securities;

                5.2.6   the Lender 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 as
                        such term is defined under Canadian securities laws;

                5.2.7   the Lender is not a "U.S. Person" as such term is
                        defined in Rule 902 of Regulation S promulgated by the
                        SEC. ("Regulation S");

                5.2.8   the Lender understands that the Borrower is the seller
                        of the Securities and that, for purposes of Regulation
                        S, a "distributor" is any underwriter, dealer or other
                        person who participates, pursuant to a contractual
                        arrangement in the distribution of securities sold in
                        reliance on Regulation S and that an "affiliate" is any
                        partner, officer, director or any person directly or
                        indirectly controlling, controlled by or under common
                        control with any persons in question;


                                       7
<PAGE>

                5.2.9   the Lender agrees that it will not, during the one-year
                        distribution compliance period for the Securities, act
                        as a distributor, either directly or through any
                        affiliate, or sell, transfer, hypothecate or otherwise
                        convey the Securities other than to a non-U.S. Person;

                5.2.10  the Lender acknowledges and understands that in the
                        event the Securities are offered, sold or otherwise
                        transferred by the Lender to a non-U.S. Person prior to
                        the expiration of the applicable distribution compliance
                        period, the purchaser or transferee must agree not to
                        resell such securities except in accordance with the
                        provisions of Regulation S, pursuant to registration
                        under the Act, or pursuant to an available exemption
                        from registration; and must further agree not to engage
                        in hedging transactions with regard to such securities
                        unless in compliance with the Act;

                5.2.11  the Lender shall not offer, sell or otherwise dispose of
                        the Securities in the United States or to a U.S. Person
                        unless (A) the Borrower has consented to such offer,
                        sale or disposition and such offer, sale or disposition
                        is made in accordance with an exemption from the
                        registration requirements under the Act and the
                        securities laws of all applicable states of the United
                        States or (B) such securities have been registered with
                        the SEC; and

                5.2.12  the Lender has been advised to consult with an attorney
                        regarding legal matters concerning the purchase and
                        ownership of the Conversion Shares, and with a tax
                        advisor regarding the tax consequences of purchasing
                        such Conversion Shares.

6.      COVENANTS OF THE BORROWER

        6.1     POSITIVE COVENANTS

The Borrower covenants and agrees with the Lender that, at all times during the
currency of this Agreement, it will:

                6.1.1   pay the principal sum, interest and all other monies
                        required to be paid to the Lender pursuant to this
                        Agreement in the manner set forth herein;

                6.1.2   duly observe and perform each and every of its covenants
                        and agreements set forth in this Agreement; and

                6.1.3   provide the Lender with immediate notice of any Event of
                        Default.

7.      EVENT OF DEFAULT

        7.1     DEFINITION OF EVENT OF DEFAULT

The principal balance of the Loan, costs and any other money owing to the Lender
under this Agreement will immediately become payable upon written demand by the
Lender in any of the following events, unless otherwise waived in writing by the
Lender:


                                       8
<PAGE>

                7.1.1   if the Borrower defaults in any payment when due under
                        this Agreement;

                7.1.2   if the Borrower becomes insolvent or makes a general
                        assignment for the benefit of its creditors, or if any
                        order is made or an effective resolution is passed for
                        the winding-up of the Borrower or if the Borrower is
                        declared bankrupt or if a custodian or receiver is
                        appointed for the Borrower under the applicable
                        bankruptcy or insolvency legislation, or if a compromise
                        or arrangement is proposed by the Borrower to its
                        creditors or any class of its creditors, or if a
                        receiver or other officer with like powers is appointed
                        for the Borrower; or

                7.1.3   if the Borrower defaults in observing or performing any
                        other covenant or agreement of this Agreement on its
                        part to be observed or performed and such default has
                        continued for a period of 14 days after notice in
                        writing has been given by the Lender to the Borrower
                        specifying the default.

        7.2     RIGHTS AND REMEDIES OF THE LENDER

Upon the occurrence of an Event of Default and at any time thereafter:

                7.2.1   the Lender may exercise any or all rights and remedies
                        available to the Lender whether available under this
                        Agreement or available at law or in equity, provided
                        always that the Lender acts in a commercially reasonable
                        manner in exercising such rights; and

                7.2.2   the Lender will have the right, but not the obligation,
                        to inform any creditor of the Borrower of any Event of
                        Default by the Borrower.

8.      GENERAL

        8.1     WAIVER OR MODIFICATION

No failure on the part of the Lender in exercising any power or right hereunder
will operate as a waiver of the power or right nor will any single or partial
exercise of such right or power preclude exercise of any other right or power
hereunder. No amendment, modification or waiver of any condition of this
Agreement or consent to any departure by the Borrower therefrom will be
effective unless it is in writing signed by the Lender. No notice to or demand
on the Borrower will entitle the Borrower to any other further notice or demand
in similar or other circumstances unless specifically provided for in this
Agreement.

        8.2     TIME

Time is of the essence of this Agreement.


                                       9
<PAGE>

        8.3     FURTHER ASSURANCES

The parties to this Agreement will do, execute and deliver or will cause to be
done, executed and delivered all such further acts, documents and things as may
be reasonably required for the purpose of giving effect to this Agreement.

        8.4     ASSIGNMENT

The Borrower may not assign this Agreement or its interest herein or any part
hereof except with the prior written consent of the Lender. The Lender may
assign the Loan or this Agreement, or its interest in the Loan or this Agreement
or any part thereof upon ten days' written notice to the Borrower and provided
that the assignee agrees to be bound by the terms of this Agreement to the
extent of such assignment.

9.       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 9:

        If to Borrower:                Reclamation Consulting &
                                       Applications, Inc.
                                       940 Calle Amanecer, Suite E
                                       San Clemente, CA 92673
                                       Attn: Mr. Gordon W. Davies
                                             President

        With a copy (which shall
        not constitute notice) to:     August Law Group, P.C.
                                       19200 Von Karman, Suite 900
                                       Irvine, California  92614
                                       Attn: Kenneth S. August, Esquire
                                             President

        If to Lender:                  Joan A. Gish
                                       8405-400 Eau Claire Avenue S.W
                                       Calgary, Alberta, Canada
                                       T2P4X2



                                       10
<PAGE>

10.     AMENDMENTS

This Agreement may be amended, waived, discharged or terminated only with the
agreement of the party against whom enforcement of the amendment, waiver,
discharge or termination is sought and only in writing signed by both parties to
this agreement.

11.     COUNTERPART AND FAX EXECUTION

This Agreement may be executed in two or more counterparts and by fax
transmission, each of which will be deemed to be an original and all of which
will constitute one agreement, effective as of the date given above.

IN WITNESS WHEREOF, the parties hereto have executed this Convertible Debenture
as of the date first written above.


LENDER

JOAN A. GISH


/s/ Joan A. Gish
---------------------------


BORROWER

RECLAMATION CONSULTING AND APPLICATIONS, INC.
A Colorado corporation


/s/ Gordon Davies
---------------------------
By:  Gordon W. Davies
Its:  President


                                       11
<PAGE>



                                   SCHEDULE A
                                   ----------

                            to Convertible Debenture.

--------------------------------------------------------------------------------


THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER
THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THESE
SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO
THE ISSUER, (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH REGULATION S UNDER
THE ACT, (C) IN COMPLIANCE WITH THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS
UNDER THE ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE
WITH APPLICABLE STATE SECURITIES LAWS, OR (D) IN A TRANSACTION THAT DOES NOT
REQUIRE REGISTRATION UNDER THE ACT OR ANY APPLICABLE STATE LAWS, AND THE HOLDER
HAS, PRIOR TO SUCH SALE, FURNISHED TO THE ISSUER AN OPINION OF COUNSEL OR OTHER
EVIDENCE OF EXEMPTION, IN EITHER CASE REASONABLY SATISFACTORY TO THE ISSUER.
DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE "GOOD DELIVERY" IN SETTLEMENT OF
TRANSACTIONS ON STOCK EXCHANGES IN CANADA. THE HOLDER HEREOF WILL NOT, DIRECTLY
OR INDIRECTLY, ENGAGE IN ANY HEDGING TRANSACTION WITH REGARD TO THIS SECURITY,
EXCEPT AS PERMITTED BY THE ACT.



                                 PROMISSORY NOTE




$300,000                                                      SEPTEMBER 11, 2007



This Promissory Note is being issued pursuant to a Convertible Debenture dated
for reference September 11, 2007 between Joan A. Gish and Reclamation Consulting
and Applications, Inc. (the "Convertible Debenture")

FOR VALUE RECEIVED, Reclamation Consulting and Applications, Inc. (the
"Borrower"), of 940 Calle Amanecer, Suite E, San Clemente, CA 92673, PROMISES TO
PAY on March 10, 2009, or on demand in accordance with the terms of the
Convertible Debenture, to the order of Joan A. Gish (the "Lender"), 8405-400 Eau
Claire Avenue S.W, Calgary, Alberta, Canada, T2P4X2, the sum of $300,000 (the
"Principal") with simple interest at the rate of 12% per annum, calculated and
accrued monthly in arrears, both before and after the time payment is due and
until actual payment, and payable in accordance with the Convertible Debenture.

The obligations of the Borrower to pay the Principal to the Lender will
terminate if and to the extent that the Principal and interest are converted in
accordance with section 4 of the Convertible Debenture.

The Borrower waives presentment for payment, notice of protest and notice of
non-payment.


                                       12
<PAGE>

The Borrower may prepay the Principal and interest outstanding under the
Convertible Debenture without penalty, bonus or charges.



                                    Reclamation Consulting and Applications, Inc
                                    a Colorado corporation


                                    --------------------------------------------
                                    By: Gordon W. Davies
                                    Its: President



                                       13
<PAGE>

                                   SCHEDULE B
                                   ----------

                            to Convertible Debenture

--------------------------------------------------------------------------------

                               WARRANT CERTIFICATE
                               -------------------


No. _____________                                              300,000 Warrants



THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER
THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THESE
SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO
THE ISSUER, (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH REGULATION S UNDER
THE ACT, (C) IN COMPLIANCE WITH THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS
UNDER THE ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE
WITH APPLICABLE STATE SECURITIES LAWS, OR (D) IN A TRANSACTION THAT DOES NOT
REQUIRE REGISTRATION UNDER THE ACT OR ANY APPLICABLE STATE LAWS, AND THE HOLDER
HAS, PRIOR TO SUCH SALE, FURNISHED TO THE ISSUER AN OPINION OF COUNSEL OR OTHER
EVIDENCE OF EXEMPTION, IN EITHER CASE REASONABLY SATISFACTORY TO THE ISSUER.
DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE "GOOD DELIVERY" IN SETTLEMENT OF
TRANSACTIONS ON STOCK EXCHANGES IN CANADA. THE HOLDER HEREOF WILL NOT, DIRECTLY
OR INDIRECTLY, ENGAGE IN ANY HEDGING TRANSACTION WITH REGARD TO THIS SECURITY,
EXCEPT AS PERMITTED BY THE ACT.


                                WARRANTS FOR THE
                            PURCHASE OF COMMON STOCK

THIS CERTIFIES THAT, FOR VALUE RECEIVED, JOAN A. GISH, (the "HOLDER"), is the
owner of warrants (the "WARRANTS") for the purchase of up to an aggregate of
300,000 shares of validly-issued, fully-paid and non-assessable common stock of
RECLAMATION CONSULTING AND APPLICATIONS, INC., a corporation organized and
existing under the laws of the State of Colorado (the "CORPORATION"). Such
purchase may be made at any time, and from time to time, prior to the sooner of
5:00 p.m. Pacific Time on the Expiration Date (as hereinafter defined) or 5:00
p.m. on any Call Date (as hereinafter defined), upon the presentation and
surrender of this Warrant Certificate with a written notice in the form of
Attachment 1, attached hereto, signed by the Holder stating the number of shares
of Common Stock with respect to which such exercise is being made, at the
principal corporate address of the Corporation, accompanied by payment of the
Exercise Price (as hereinafter defined) for each Warrant exercised (the
"PURCHASE PRICE") in lawful money of the United States of America in cash or by
official bank or certified check made payable to RECLAMATION CONSULTING AND
APPLICATIONS, INC. The Purchase Price and the number of shares of Common Stock
subject to purchase upon the exercise of the Warrants are subject to
modification or adjustment as set forth herein. The Warrants represented by this
Warrant Certificate have been issued by the Corporation in connection with the
Convertible Debenture, dated September 11, 2007, by and between the Corporation
and the Holder.


                                       14
<PAGE>

SECTION 1. DEFINITIONS. As used herein, the following terms shall have the
           following meanings, unless the context shall otherwise require:

           (a)        "ADJUSTED PURCHASE PRICE" shall have the meaning given to
                      it in Section 5 of this Certificate.

           (b)        "CALL NOTICE" shall have the meaning given to it in
                      Section 9 of this Certificate.

           (c)        "CALL PRICE" shall have the meaning given to it in Section
                      9 of this Certificate.

           (d)        "CHANGE OF SHARES" shall have the meaning given to it in
                      Section 5 of this Certificate.

           (e)        "CORPORATE OFFICE" shall mean the office of the
                      Corporation at which, at any particular time, its
                      principal business shall be administered, which office is
                      currently located at 940 Calle Amanecer, Suite E, San
                      Clemente, CA 92673.

           (f)        "EXERCISE DATE" shall mean, as to any Warrant, the date on
                      which the Corporation shall have received both (i) this
                      Warrant Certificate, together with a written notice of
                      exercise in accordance herewith, duly executed by the
                      Holder hereof, or his attorney duly authorized in writing,
                      and indicating that the Holder is thereby exercising such
                      Warrant(s), and (ii) payment by wire transfer, or by
                      official bank or certified check made payable to the
                      Corporation, of an amount in lawful money of the United
                      States of America equal to the applicable Purchase Price
                      for such Warrant(s).

           (g)        "EXERCISE PERIOD" shall mean the period commencing on
                      September 10, 2007, and shall expire at 5:00 P.M. (Pacific
                      Time), on September 10, 2010.

           (h)        "EXERCISE PRICE" shall mean, as to any Warrant, the price
                      at which a Warrant may be exercised for the purchase of
                      Warrant Shares, which shall be $0.20.

           (i)        "EXPIRATION DATE" shall mean 5:00 P.M. (Pacific Time) on
                      last day of the Exercise Period. If such date shall be a
                      holiday or a day on which banks are authorized to be
                      closed in the State of California, then the Expiration
                      Date shall mean 5:00 P.M. (Pacific Time) of the next
                      consecutive day which does not fall on a holiday or a day
                      on which banks are authorized to be closed in the State of
                      California.

           (j)        "HOLDER" shall mean, as to any Warrant and as of any
                      particular date, the person in whose name the Warrant
                      Certificate representing such Warrant is registered as of
                      that date on the Warrant Register maintained by the
                      Corporation.



                                       15
<PAGE>

           (k)        "COMMON STOCK" shall mean the common stock of the
                      Corporation, which has the right to participate in the
                      distribution of earnings and assets of the Corporation
                      without limit as to amount or percentage.

           (L)        "PURCHASE PRICE" shall mean the purchase price to be paid
                      upon exercise of each Warrant hereunder in accordance with
                      the terms hereof, which price shall be the Exercise Price,
                      subject to adjustment from time to time pursuant to the
                      provisions of Section 5 hereof.

           (m)        "SECURITIES ACT" shall mean the Securities Act of 1933,
                      and any amendments or modifications, or successor
                      legislation, thereto adopted, and all regulations, rules
                      or other laws enacted or adopted pursuant thereto.

           (n)        "WARRANTS" shall mean the Warrants represented by this
                      Warrant Certificate.

           (o)        "WARRANT CERTIFICATE" shall mean any certificate
                      representing Warrants, and "THIS CERTIFICATE" shall mean
                      they warrant Certificate issued to the Holder
                      identification on the first page hereof.

           (p)        "WARRANT REGISTRY" means the official record maintained by
                      the Corporation in which are recorded, with respect to
                      each Warrant Certificate issued by the Corporation: the
                      date of issuance, the name and address of the original
                      Holder, the name and address of each subsequent transferee
                      of such original Holder, and the number identifying, such
                      Warrant Certificate.

           (q)        "WARRANT SHARES" shall have the meaning given to it in
                      Section 2 of this Certificate.

SECTION 2. EXERCISE OF WARRANTS.

           (a)        Each Warrant evidenced hereby may be exercised by the
                      Holder upon the terms and subject to the conditions set
                      forth herein prior to the sooner of 5:00 p.m. Pacific Time
                      on the Expiration Date (as hereinafter defined) or 5:00
                      p.m. on any Call Date (as hereinafter defined). A Warrant
                      shall be deemed to have been exercised immediately prior
                      to the close of business on the Exercise Date and the
                      person entitled to receive shares of restricted common
                      stock of the Corporation deliverable upon such exercise
                      shall be treated for all purposes as the Holder of a
                      Warrant Share upon the exercise of the applicable Warrant
                      as of the close of business on the Exercise Date. Promptly
                      following, and in any event within ten (10) business days
                      after, the date on which the Corporation first receives
                      clearance of all funds received in payment of the Purchase
                      Price pursuant to this Warrant Certificate, the
                      Corporation shall cause to be issued and delivered to the
                      person or persons entitled to receive the same, a
                      certificate or certificates evidencing the issuance to
                      such Holder of the applicable number of Warrant Shares
                      (plus a Warrant Certificate for any remaining issued but
                      unexercised Warrants of the Holder). Notwithstanding the
                      foregoing sentence, in the event that any registration or
                      qualification (or filing for exemption from any such
                      requirements) is required prior to the issuance of such
                      Warrant Shares by the Corporation in accordance




                                       16
<PAGE>

                      with Section 3(b) below, then the obligation to deliver
                      any such certificates shall arise only upon completion of
                      such requirements and at such time as the Corporation may
                      lawfully do so.

           (b)        Upon the exercise of the Warrants represented hereby, if
                      the Corporation so requests, the Holder shall certify to
                      the Corporation that it is not exercising such Warrants
                      with a view to distribute the Warrant Shares in violation
                      of the Securities Act, and shall provide such other
                      investor representations as the Corporation may require to
                      confirm the ability of the Corporation to rely upon the
                      exemption from registration under the Securities Act which
                      applies to the distribution of Warrant Shares at the time
                      of such distribution.

SECTION 3. RESERVATION OF SHARES; TAXES; ETC.

           (a)        The Corporation covenants that it will at all times
                      reserve and keep available out of its authorized Common
                      Stock, solely for the purpose of issue upon the valid
                      exercise of Warrants, such number of Warrant Shares as
                      shall then be issuable upon the exercise of all Warrants
                      then outstanding. The Corporation covenants that all
                      shares of Common Stock which shall be issuable upon
                      exercise of the Warrants shall, at the time of delivery,
                      be duly and validly issued, fully-paid, non-assessable and
                      free from all taxes, liens and charges with respect to the
                      issuance thereof (other than those which the Corporation
                      shall promptly pay or discharge, or any liens created
                      thereon by the Holder thereof and/or any predecessor of
                      such Holder).

           (b)        The Corporation shall not be obligated to deliver any
                      Warrant Shares pursuant to the exercise of the Warrants
                      represented hereby unless and until a registration
                      statement under the Securities Act and/or under any
                      applicable state securities laws and regulations, with
                      respect to such securities is effective, or an exemption
                      from such registration is available to the Corporation at
                      the time of such exercise. The Corporation covenants that
                      if any Warrant Shares reserved for the purpose of exercise
                      of Warrants hereunder require registration with, or
                      approval of, any governmental authority under any federal
                      or state securities law before such securities may be
                      validly issued or delivered upon such exercise, then the
                      Corporation will in good faith and as expeditiously as
                      reasonably possible, endeavor to secure such registration
                      or approval. However, in the event that this Warrant
                      Certificate represents Warrants which have been
                      transferred by an initial holder thereof, the Warrants
                      represented hereby may not be exercised by, nor shares of
                      Common Stock issued to, the Holder hereof in any state in
                      which such exercise and issuance would be unlawful.

           (c)        The Corporation shall pay all documentary, stamp or
                      similar taxes and other governmental charges that may be
                      imposed with respect to the issuance of the Warrants, or
                      the issuance or delivery of any shares of Common Stock
                      upon exercise of the Warrants; provided, however, that if
                      the shares of Common Stock are to be delivered in a name
                      other than the name of the Holder hereof, then no such
                      delivery shall be made unless the


                                       17
<PAGE>

                      person requesting the same has paid to the Corporation the
                      amount of transfer taxes or charges incident thereto, if
                      any.

SECTION 4. LOSS OR MUTILATION. Upon receipt by the Corporation of evidence
           satisfactory to it of the ownership of, and loss, theft, destruction
           or mutilation of, this Warrant Certificate and (in case of loss,
           theft or destruction) of indemnity satisfactory to the Corporation,
           and (in the case of mutilation) upon surrender and cancellation
           thereof, the Corporation shall execute and deliver to the Holder in
           lieu thereof a new Warrant Certificate of like tenor representing an
           equal aggregate number of Warrants as was indicated to be outstanding
           on the prior lost or mutilated Warrant Certificate (provided,
           however, that to the extent that any discrepancy may exist between
           the number of Warrants purported to be outstanding in respect of any
           Holder as evidenced by a Warrant Certificate that has been lost or
           mutilated and the number attributable to such Holder in the Warrant
           Registry, then the Warrant Registry shall control for all purposes,
           absent a showing of manifest error. Each Holder requesting a
           substitute Warrant Certificate due to loss, theft or destruction
           shall, prior to receiving such substitute certificate, provide an
           affidavit to the Corporation in the form prescribed thereby and
           signed by (and notarized on behalf of) such Holder. Applicants for a
           substitute Warrant Certificate shall comply with such other
           reasonable regulations and pay such other reasonable charges as the
           Corporation may prescribe.

SECTION 5. ADJUSTMENT OF PURCHASE PRICE AND NUMBER OF WARRANT SHARES OR
           WARRANTS.

           (a)        Subject to the provisions of this Warrant Certificate and
                      applicable law, in the event the Corporation shall, at any
                      time or from time to time after the date hereof, issue any
                      shares of Common Stock as a stock dividend to the holders
                      of Common Stock, or subdivide or combine the outstanding
                      shares of Common Stock into a greater or lesser number of
                      shares (any such sale, issuance, subdivision or
                      combination being herein called a "CHANGE OF SHARES"),
                      then, and thereafter upon each further Change of Shares,
                      the Purchase Price and the Call Price in effect
                      immediately prior to such Change of Shares shall be
                      reduced, but in no event increased, to a price (the
                      "ADJUSTED PURCHASE PRICE") determined by multiplying the
                      Purchase Price in effect immediately prior to such Change
                      of Shares by a fraction, the numerator of which shall be
                      the sum of the number of shares of Common Stock
                      outstanding immediately prior to the issuance of such
                      additional shares plus the number of shares of Common
                      Stock which the aggregate consideration received by the
                      Corporation would purchase at such Purchase Price, and the
                      denominator of which shall be the sum of the number of
                      shares of Common Stock outstanding immediately after the
                      issuance of such additional shares. Such adjustment to the
                      Purchase Price shall be made successively whenever an
                      issuance is made after a Change of Shares has occurred.


                      Upon each adjustment of the Purchase Price pursuant to
                      this Section 5(a), the total number of shares of Common
                      Stock purchasable upon the exercise of each Warrant shall
                      become (subject to the provisions contained in Section

                                       18
<PAGE>


                      5(b) hereof) such number of shares (calculated to the
                      nearest tenth) purchasable at the Purchase Price in effect
                      immediately prior to such adjustment multiplied by a
                      fraction, the numerator of which shall be the Purchase
                      Price in effect immediately prior to such adjustment and
                      the denominator of which shall be the applicable Adjusted
                      Purchase Price (rounded to the nearest whole number of
                      shares). No fractional shares shall be issued or called
                      for as a result of any adjustment made hereunder.

           (b)        The Corporation may elect, at its sole discretion, upon
                      any adjustment of the Purchase Price hereunder, to adjust
                      the number of Warrants outstanding, in lieu of adjustment
                      of the number of Warrant Shares purchasable upon the
                      exercise of each Warrant as hereinabove provided, so that
                      each Warrant outstanding after such adjustment shall
                      represent the right to purchase one Warrant Share. Each
                      Warrant held of record prior to such adjustment of the
                      number of Warrants shall become that number of Warrants
                      (calculated to the nearest tenth) determined by
                      multiplying the number one by a fraction, the numerator of
                      which shall be the Purchase Price in effect immediately
                      prior to such adjustment and the denominator of which
                      shall be the Adjusted Purchase Price. Upon each adjustment
                      of the number of Warrants pursuant to this Section 5(b),
                      the Corporation shall, as promptly as practicable, cause
                      to be distributed to each Holder of Warrant Certificates,
                      on the date of such adjustment, Warrant Certificates
                      evidencing the adjusted number of Warrants to which such
                      Holder shall be entitled as a result of such adjustment
                      or, at the sole option of the Corporation, cause to be
                      distributed to such Holder in substitution and replacement
                      for the Warrant Certificates held by him prior to the date
                      of adjustment, and upon surrender thereof, (if required by
                      the Corporation) new Warrant Certificates evidencing the
                      aggregate number of Warrants to which such Holder shall be
                      entitled after such adjustment.

           (c)        In case of any reclassification, capital reorganization or
                      other change of outstanding shares of Common Stock, or in
                      case of any consolidation or merger of the Corporation
                      with or into another corporation (other than a
                      consolidation or merger in which the Corporation is the
                      continuing corporation and which does not result in any
                      reclassification, capital reorganization or other change
                      of outstanding shares of Common Stock), or in case of any
                      sale or conveyance to another corporation of all, or
                      substantially all, of the property of the Corporation
                      (other than a sale/leaseback, mortgage or other financing
                      transaction), the Corporation shall cause effective
                      provision to be made so that each holder of a Warrant then
                      outstanding shall have the right thereafter, by exercising
                      such Warrant, to purchase the kind and number of shares of
                      stock or other securities or property (including cash)
                      receivable upon such reclassification, capital
                      reorganization or other change, consolidation, merger,
                      sale or conveyance by a holder of the number of Warrant
                      Shares that might have been purchased upon exercise of
                      such Warrant immediately prior to such reclassification,
                      capital reorganization or other change, consolidation,
                      merger, sale or conveyance. Any such provision shall
                      include provision for adjustments that shall be as nearly
                      equivalent as may be practicable to the adjustments
                      provided for in this Section 5 upon a Change of Shares.
                      The Corporation shall not effect any such consolidation,



                                       19
<PAGE>

                      merger or sale without the written consent of Holders of a
                      majority of the Warrants then outstanding, unless prior to
                      or simultaneously with the consummation thereof the
                      successor (if other than the Corporation) resulting from
                      such consolidation or merger or the corporation purchasing
                      assets or other appropriate corporation or entity shall
                      assume, by written instrument executed and delivered to
                      the Corporation, the obligation to deliver to the holder
                      of each Warrant such substitute warrants, shares of stock,
                      securities or assets as, in accordance with the foregoing
                      provisions, such Holders may be entitled to purchase, and
                      the other obligations of the Corporation set out in this
                      Certificate. The foregoing provisions shall similarly
                      apply to successive reclassifications, capital
                      reorganizations and other changes of outstanding shares of
                      Common Stock and to successive consolidations, mergers,
                      sales or conveyances.

           (d)        Irrespective of any adjustments or changes in the Purchase
                      Price or the number of Warrant Shares purchasable upon
                      exercise of the Warrants, all Warrant Certificates issued
                      (whether prior to or subsequent to any event causing an
                      adjustment thereof) shall continue to express the Purchase
                      Price per share, and the number of shares purchasable
                      thereunder as originally expressed in the Warrant
                      Certificate initially issued to any Holder.

           (e)        After each adjustment of the Purchase Price pursuant to
                      this Section 5, the Corporation will promptly prepare a
                      certificate signed by the Chairman or Chief Executive
                      Officer, and attested by the Secretary or an Assistant
                      Secretary, of the Corporation setting forth: (i) the
                      Purchase Price as so adjusted, (ii) the number of shares
                      of Common Stock purchasable upon exercise of each Warrant
                      after such adjustment or, if the Corporation shall have
                      elected to adjust the number of Warrants, the number of
                      Warrants to which the Holder of each Warrant shall then be
                      entitled, and (iii) a brief statement of the facts
                      accounting for such adjustment. The Corporation will
                      promptly cause a brief summary thereof to be sent by
                      ordinary first class mail to each Holder of Warrants at
                      his or her last address as it shall appear on the registry
                      books of the Corporation. No failure to mail such notice
                      nor any defect therein nor in the mailing thereof shall
                      affect the validity thereof. The affidavit of the
                      Secretary or an Assistant Secretary of the Corporation
                      that such notice has been mailed shall, in the absence of
                      fraud, be prima facie evidence of the facts stated
                      therein.

           (f)        As used in this Section 5, references to "Common Stock"
                      shall mean and include all of the Corporation's Common
                      Stock authorized on the date hereof and shall also include
                      any capital stock of any class of the Corporation
                      thereafter authorized which shall not be limited to a
                      fixed sum or percentage in respect of the rights of the
                      holders thereof to participate in dividends and in the
                      distribution of assets upon the voluntary liquidation,
                      dissolution or winding up of the Corporation; provided,
                      however, that "Warrant Shares" shall include only shares
                      of such class designated in the Corporation's Certificate
                      of Incorporation as Common Stock on the date hereof or (i)
                      in the case of any reclassification, change,
                      consolidation, merger, sale or conveyance of the character
                      referred to in Section 5(c) hereof, the stock,

                                       20
<PAGE>

                      securities or property provided for in such section, or
                      (ii) in the case of any reclassification or change in the
                      outstanding shares of Common Stock issuable upon exercise
                      of the Warrants as a result of a subdivision or
                      combination or consisting of a change in par value, or
                      from par value to no par value, or from no par value to
                      par value, such shares of Common Stock as so reclassified
                      or changed.

           (g)        Any determination as to whether an adjustment in the
                      Purchase Price in effect hereunder is required pursuant to
                      this Section 5, or as to the amount of any such
                      adjustment, if required, shall be binding upon all holders
                      of Warrants and the Corporation if made in good faith by
                      the Board of Directors of the Corporation. For purposes of
                      this Section 5(g), the Corporation's Board of Directors
                      shall be deemed to have acted in good faith if it makes
                      any such decision in reliance upon advice of its legal
                      counsel and/or another independent professional hired to
                      advise the Board on such matters.

SECTION 6. RESTRICTIVE LEGEND.

           (a)        Except as otherwise provided in this Section 6, each
                      Warrant Certificate and each certificate evidencing the
                      issuance of Warrant Shares (whether issued in the name of
                      the original Holder of this Certificate or of any
                      subsequent transferee thereof), shall be stamped or
                      otherwise imprinted with a legend in substantially the
                      following form:


                                 "THE SECURITIES REPRESENTED HEREBY HAVE NOT
                                 BEEN AND WILL NOT BE REGISTERED UNDER THE
                                 UNITED STATES SECURITIES ACT OF 1933, AS
                                 AMENDED (THE "ACT"). THESE SECURITIES MAY BE
                                 OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED
                                 ONLY (A) TO THE ISSUER, (B) OUTSIDE THE UNITED
                                 STATES IN COMPLIANCE WITH REGULATION S UNDER
                                 THE ACT, (C) IN COMPLIANCE WITH THE EXEMPTION
                                 FROM THE REGISTRATION REQUIREMENTS UNDER THE
                                 ACT PROVIDED BY RULE 144 THEREUNDER, IF
                                 AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE
                                 STATE SECURITIES LAWS, OR (D) IN A TRANSACTION
                                 THAT DOES NOT REQUIRE REGISTRATION UNDER THE
                                 ACT OR ANY APPLICABLE STATE LAWS, AND THE
                                 HOLDER HAS, PRIOR TO SUCH SALE, FURNISHED TO
                                 THE ISSUER AN OPINION OF COUNSEL OR OTHER
                                 EVIDENCE OF EXEMPTION, IN EITHER CASE
                                 REASONABLY SATISFACTORY TO THE ISSUER. DELIVERY
                                 OF THIS CERTIFICATE MAY NOT CONSTITUTE "GOOD
                                 DELIVERY" IN SETTLEMENT OF TRANSACTIONS ON
                                 STOCK EXCHANGES IN CANADA. THE HOLDER HEREOF
                                 WILL NOT, DIRECTLY OR INDIRECTLY,


                                       21
<PAGE>

                                 ENGAGE IN ANY HEDGING TRANSACTION WITH REGARD
                                 TO THIS SECURITY, EXCEPT AS PERMITTED BY THE
                                 ACT."


           (b)        Each certificate evidencing the issuance of Warrant Shares
                      and each Warrant Certificate, Warrant Shares may also bear
                      such other restrictive legends as may be necessary to
                      apply with applicable law in the Corporation's reasonable
                      discretion. The legend requirements of Sections 6(a) above
                      shall terminate as to any particular Warrant or Warrant
                      Share: (i) when and so long as such security shall have
                      been effectively registered under the Securities Act and
                      is disposed of pursuant thereto; or (ii) when the Company
                      shall have received an opinion of counsel reasonably
                      satisfactory to it that such shares may be sold to the
                      public without registration thereof under the Securities
                      Act. Whenever the legend requirements imposed by this
                      Section 6 shall terminate as to any Warrant Share, as
                      hereinabove provided, the Holder hereof shall be entitled
                      to receive from the Corporation, at the Corporation's
                      expense, a new certificate representing such Warrant
                      Shares and not bearing the restrictive legend set forth in
                      Section 6(a).

SECTION 7. RIGHTS OF ACTION. All rights of action with respect to the Warrants
           are vested in the Holders of the Warrants, and any Holder of a
           Warrant, without consent of the holder of any other Warrant, may, in
           such Holder's own behalf and for his own benefit, enforce against the
           Company his right to exercise his Warrants for the purchase of
           Warrant Shares in the manner provided in this Warrant Certificate.

SECTION 8. AGREEMENT OF WARRANT HOLDERS. Every holder of a Warrant, by his or
           her acceptance thereof, consents and agrees with the Corporation and
           every other holder of a Warrant that:

           (a)        The Warrant Registry shall be maintained by the
                      Corporation's Secretary, and shall be the official
                      register of all Warrants issued to any person in the
                      Offering. The Warrant Registry shall be dispositive as to
                      the issuance, ownership, transfer and other aspects of
                      each Warrant issued by the Corporation which are recorded
                      therein and, absent manifest error, such records shall
                      control for all purposes.

           (b)        The Warrants are transferable only on the Warrant Registry
                      by the Holder thereof in person or by his attorney duly
                      authorized in writing and only if the Warrant Certificates
                      representing such Warrants are surrendered at the
                      Corporate Office of the Corporation, duly endorsed or
                      accompanied by a proper instrument of transfer
                      satisfactory to the Corporation in its sole discretion,
                      together with payment of the amount of any applicable
                      transfer taxes; and

           (c)        The Corporation may deem and treat the person in whose
                      name the Warrant Certificate is registered on the Warrant
                      Registry as the holder and as the absolute, true and
                      lawful owner of the Warrants represented thereby for all
                      purposes, and the Corporation shall not be affected by any
                      notice or


                                       22
<PAGE>

                      knowledge to the contrary, except as otherwise expressly
                      provided in this Certificate.

SECTION 9.  CALL RIGHT. Subject to the provisions of this Section 9, at any time
            following the date on which the closing price of the Corporation's
            common stock on the OTC Bulletin Board (or on such other
            over-the-counter market or stock exchange on which the Corporation's
            stock may then be traded) has equaled or exceeded $0.80 per share
            (the" CALL PRICE") as such price may be adjusted from time to time
            pursuant to Section 5, the Company may call for cancellation of the
            portion or all of this Warrant which the Holder has not exercised
            prior to 5:00 p.m. Pacific Time on the Call Date (as defined below).
            To exercise this right, the Corporation must deliver to the Holder
            an irrevocable written notice (a "CALL NOTICE"), indicating therein
            that this Warrant shall be cancelled. This Warrant shall be
            cancelled at 5:00 p.m. Pacific Time on the 45th day after the date
            the Call Notice is sent to Holder.

SECTION 10. MODIFICATION OF WARRANTS. Other than with respect to any adjustment
            made by the Corporation in accordance with the provisions of Section
            5 hereof, this Certificate may only be modified, supplemented or
            altered by the Corporation, and only with the consent in writing of
            the Holder.

SECTION 11. NOTICES. All notices, requests, consents and other communications
            hereunder shall be in writing and shall be deemed to have been made
            when delivered or mailed first class registered or certified mail,
            postage prepaid as follows: if to the Holder of a Warrant
            Certificate, at the address of such Holder as shown on the Warrant
            Registry maintained by the Corporation; and if to the Corporation,
            addressed as set forth below, or at such other address as may be
            designated by the Corporation from time to time in accordance with
            this Section 11.

            If to the Corporation:           Reclamation Consulting &
                                             Applications, Inc.
                                             940 Calle Amanecer, Suite E
                                             San Clemente, CA 92673
                                             Attn:    Mr. Gordon W. Davies
                                                      President

            With a copy (which shall
            not constitute notice) to:       August Law Group, P.C.
                                             19200 Von Karman, Suite 900
                                             Irvine, California  92614
                                             Attn:    Kenneth S. August, Esquire
                                                      President

SECTION 12. 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




                                       23
<PAGE>

            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.

SECTION 13. ENTIRE UNDERSTANDING. This Certificate contains the entire
            understanding among the Corporation and the Holder relating to the
            subject matter covered herein, and merges all prior discussions,
            negotiations and agreements, if any between them. Neither of the
            parties to this agreement shall be bound by any representations,
            warranties, covenants, or other understandings relating to such
            subject matter, other than as expressly provided for or referred to
            herein.


         IN WITNESS WHEREOF, the Corporation has caused this Warrant Certificate
to be duly executed, manually or in facsimile, by two of its officers thereunto
duly authorized, as of the date set forth below.

Date: September 11, 2007


RECLAMATION CONSULTING AND APPLICATIONS, INC.
A Colorado corporation




------------------------------
By:  Gordon W. Davies
Its:  President



                                       24
<PAGE>



                                  ATTACHMENT 1
                                  ------------

                               TO WARRANTS FOR THE
                            PURCHASE OF COMMON STOCK


                               NOTICE OF EXERCISE


TO:    RECLAMATION CONSULTING AND APPLICATIONS, INC. (the "Company")

1.     The undersigned hereby elects to purchase ____________ shares of Company
common stock, pursuant to the terms of the attached Warrant, and tenders
herewith payment of the purchase price in full, together with all applicable
transfer taxes, if any.

2.     The undersigned hereby certifies that it is not a U.S. Person (as defined
by Rule 902 of the Securities Act of 1933, as amended) and that the warrant is
not being exercised for the account or benefit of or on behalf of a U.S. Person.

3.     Please issue a certificate or certificates representing said shares of
Company common stock in the name of the undersigned or in such other name as is
specified below:


                       __________________________________
                                     (Name)

                       __________________________________
                                    (Address)



__________________________________      ________________________________________
(Date)                                  (Name of Warrant Holder)



                                       By: _____________________________________


                                       Title: __________________________________
                                              (Name of purchaser, and title and
                                              signature of authorized person)


                                       25
<PAGE>

                                   SCHEDULE C
                                   ----------

                            to Convertible Debenture



                              NOTICE OF CONVERSION


TO:    RECLAMATION CONSULTING AND APPLICATIONS, INC. (the "Company")

1.     The undersigned hereby elects to convert to Company common stock the
amounts of outstanding Principal, unpaid accrued interest and/or future interest
under the attached Convertible Debenture and the attached Promissory Note(s),
all pursuant to the terms of the Convertible Debenture, in the amounts
designated below:

         Principal:            $_____________
         Accrued Interest:     $_____________
         Future Interest:      $_____________

2.     The undersigned hereby certifies that it is not a U.S. Person (as defined
by Rule 902 of the Securities Act of 1933, as amended) and that this conversion
is not being effected for the account or benefit of or on behalf of a U.S.
Person.

3.     Please issue a certificate or certificates representing said shares of
Company common stock in the name of the undersigned or in such other name as is
specified below:



                       __________________________________
                                     (Name)

                       __________________________________
                                    (Address)



__________________________________      ________________________________________
(Date)                                  (Name of Lender)



                                       By: _____________________________________


                                       Title: __________________________________
                                              (Name of Lender, and title and
                                              signature of authorized person)