<PAGE>
EXHIBIT 4.1


                             NOTE PURCHASE AGREEMENT

       This Note Purchase Agreement (the "AGREEMENT") is made and entered into
on this _____ day of _________ 2007, by and between _____________________, an
individual residing in Canada ("LENDER"), and RECLAMATION CONSULTING AND
APPLICATIONS, INC., a corporation duly organized and validly existing under the
laws of the State of Colorado ("BORROWER").

       In consideration of the mutual covenants and agreements contained herein,
the parties agree as follows:


                                    ARTICLE I

                                 PROMISSORY NOTE

1.1    ESTABLISHMENT OF THE LOAN. Lender agrees, on the terms and conditions set
       forth in this Agreement, to lend to the Borrower U.S. $____________ (the
       "PRINCIPAL") as the "LOAN". Immediately upon the execution of this
       Agreement, Lender shall wire the Principal into Borrower's escrow
       account, using instructions to be provided by the Borrower.

1.2    EVIDENCE OF INDEBTEDNESS. Indebtedness of Borrower to Lender in respect
       of the Loan will be evidenced by a promissory note (the "NOTE")
       substantially in the form of Schedule A attached hereto, which will be
       provided by the Borrower to the Lender within five business days
       following the date the Loan is advanced under subsection 1.1. The Note
       shall be dated as of the date that the Loan is received by Borrower (the
       "ISSUE DATE").

1.3    MATURITY DATE. All principal, plus all accrued but unpaid interest on
       Note, shall be due and payable on the date that is one year from the
       Issue Date (the "MATURITY DATE").

1.4    INTEREST. Borrower will pay simple interest to Lender on the unpaid
       Principal from the issue date of the Note at a rate of 12% per annum
       until the Loan is repaid in full. In the event that the Loan is not
       repaid on or before the Maturity Date, interest shall continue to accrue
       on the unpaid Principal until the Loan repaid in full.

1.5    REPAYMENT OF THE LOAN. Borrower will repay the Principal and any accrued
       but unpaid interest to the Borrower on or before the Maturity Date. All
       payments shall be made to Lender at such place as Lender may, from time
       to time, designate. All payments received hereunder shall be applied,
       first to accrued interest; and second, to principal.

1.6    PREPAYMENT OF THE LOAN. Borrower may prepay the Principal and interest
       outstanding under the Loan without penalty, bonus or charges.


                                      -1-
<PAGE>


                                   ARTICLE II

                                    WARRANTS

2.1    ISSUANCE OF WARRANTS. Within five business days following the date the
       Loan is advanced under subsection 1.1, Borrower shall issue Lender a
       warrant to purchase one share of the Borrower's common stock for each
       dollar of Principal Lender advanced Borrower under the Loan (the
       "WARRANTS"). The Warrants shall be exercisable until 5:00 PM Pacific Time
       on the third year anniversary of its issuance date. The Warrants for the
       purchase of shares of Borrower's common stock shall be evidenced by one
       or more warrant certificates substantially in the form of Schedule B
       attached hereto, with an exercise price of $0.25 per share.

2.2    RESTRICTIVE LEGEND. The Note, the Warrants, and the shares of common
       stock underlying the 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:

              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.



                                      -2-
<PAGE>


                                   ARTICLE III

                         REPRESENTATIONS AND WARRANTIES

3.1    REPRESENTATIONS AND WARRANTIES OF BORROWER. In order to induce Lender to
       enter into this Agreement and to make the advances provided for herein,
       Borrower represents and warrants to Lender as follows:

       (a)    Borrower is a duly organized, validly existing, and in good
              standing under the laws of the State of Colorado with the power to
              own its assets and to transact business in California, and in such
              other states where its business is conducted.

       (b)    Borrower has the authority and power to execute and deliver any
              document required hereunder and to perform any condition or
              obligation imposed under the terms of such documents.

3.2    REPRESENTATIONS AND WARRANTIES OF LENDER. Lender hereby represents and
       warrants to Borrower, as of the date hereof, the following:

       (a)    Lender has full power and capacity to enter into, execute and
              perform this Agreement, which Agreement, once executed by 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;

       (b)    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;

       (c)    Lender acknowledges that it is acquiring the Securities for its
              own account, and not with a view toward the subdivision, resale,
              distribution, or fractionalization thereof; 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;

       (d)    the execution of this Agreement by 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"));


                                      -3-
<PAGE>

       (e)    Lender hereby acknowledges that: (A) the offering of the
              Securities was made only through direct, personal communication
              between Lender and Borrower; (B) Lender has had full access to
              material concerning Borrower's planned business and operations,
              which material was furnished or made available to Lender by
              officers or representatives of Borrower, including Borrower's
              filings with the U.S. Securities Exchange Commission (the "SEC")
              available on the SEC web site at www.sec.gov; (C) Borrower has
              given 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) 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 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 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;

       (f)    Lender is an "Accredited Investor" as such term is defined in Rule
              501 of Regulation D promulgated by the SEC under the Act and as
              such term is defined under Canadian securities laws;

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

       (h)    Lender understands that 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;

       (i)    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;

       (j)    Lender acknowledges and understands that in the event the
              Securities are offered, sold or otherwise transferred by 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;


                                      -4-
<PAGE>

       (k)    Lender shall not offer, sell or otherwise dispose of the
              Securities in the United States or to a U.S. Person unless (A)
              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

       (l)    Lender has been advised to consult with an attorney regarding
              legal matters concerning the purchase and ownership of the
              Securities, and with a tax advisor regarding the tax consequences
              of purchasing such Securities.


                                   ARTICLE IV

                         EVENTS OF DEFAULT AND REMEDIES

4.1    EVENTS OF DEFAULT. Borrower shall be in default under this Agreement on
       the occurrence of any of the following events or conditions and the
       failure of Borrower to cure such events or conditions within 10 business
       days following the receipt of a written notice from Lender describing
       with particularity the event or condition giving rise to an event of
       default:

       (a)    Failure to pay any principal or interest hereunder after the same
              becomes due.

       (b)    Any representation or warranty made by Borrower in this Agreement
              or in connection with any borrowing or request for an Advance
              hereunder, or in any certificate, financial statement, or other
              statement furnished by Borrower to Lender is untrue in any
              material respect at the time when made.

       (c)    Filing by Borrower of a voluntary petition in bankruptcy seeking
              reorganization, arrangement or readjustment of debts, or any other
              relief under the Bankruptcy Code as amended or under any other
              insolvency act or law, state or federal, now or hereafter
              existing.

       (d)    Filing of an involuntary petition against Borrower in bankruptcy
              seeking reorganization, arrangement or readjustment of debts, or
              any other relief under the Bankruptcy Code as amended, or under
              any other insolvency act or law, state or federal, now or
              hereafter existing, and the continuance thereof for 60 days
              undismissed, unbonded, or undischarged.

4.2    REMEDIES. Upon the occurrence of an event of default as defined above,
       the Lender may declare the entire unpaid principal balance, together with
       accrued interest thereon, to be immediately due and payable by providing
       a written notice to Borrower specifying the nature of the default and its
       intention to accelerate the repayment of the Loan. No failure or delay on
       the part of the Lender in exercising any right, power, or privilege
       hereunder will preclude any other or further exercise thereof or the
       exercise of any other right, power, or privilege. The rights and remedies
       provided herein are cumulative and not exclusive of any other rights or
       remedies provided at law or in equity.


                                      -5-
<PAGE>


                                    ARTICLE V

                            MISCELLANEOUS PROVISIONS

5.1    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 5.1:

       If to the 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 the Lender:                 __________________________
                                         __________________________
                                         Attn: ____________________
                                         __________________________

       With a copy (which shall
       not constitute notice) to:        __________________________
                                         __________________________
                                         Attn: ____________________
                                         __________________________


                                      -6-
<PAGE>

5.2    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.

5.3    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, the Note, and the Warrants
       (the "LOAN DOCUMENTS") shall inure to the benefit of each of the parties
       hereto, and their respective successors and permitted assigns; provided,
       however, that the Loan Documents may not be assigned (whether by contract
       or by operation of law) by Lender without the prior written consent of
       Borrower, which consent may be given or withheld in the sole discretion
       of Borrower, provided however, that any such permitted assignee of any of
       the Loan Documents, executes an assignment agreement or such other
       document as Borrower may reasonably request containing all the
       representations, warranties and covenants contained in this Agreement and
       certifying to Borrower that such permitted assignee is an "Accredited
       Investor" as such term is defined in Rule 501 of Regulation D promulgated
       by the SEC under the Act and as such term is defined under Canadian
       securities laws and that such permitted assignee is not a "U.S. Person"
       as such term is defined in Rule 902 of Regulation S.

5.4    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.

5.5    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.

5.6    COUNTERPARTS; FACSIMILES. 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. Facsimiles
       containing original signatures shall be deemed for all purposes to be
       originally-signed copies of the documents which are the subject of such
       facsimiles.

5.7    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.

5.8    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.


                                      -7-
<PAGE>

5.9    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.


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


RECLAMATION CONSULTING
AND APPLICATIONS, INC.



By: _________________________
    Michael C. Davies
    Chief Executive Officer


_____________________________



_____________________________



                                      -8-
<PAGE>


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

                           to Note Purchase Agreement

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


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



U.S. $[_______]                                                    JUNE __, 2007



This Promissory Note is being issued pursuant to a Note Purchase Agreement dated
as of June __, 2007 between [LENDER'S NAME] and Reclamation Consulting and
Applications, Inc. (the "AGREEMENT")

FOR VALUE RECEIVED, Reclamation Consulting and Applications, Inc. (the
"BORROWER"), of 940 Calle Amanecer, Suite E, San Clemente, CA 92673, PROMISES TO
PAY on June __, 2008, or on demand in accordance with the terms of the
Agreement, to the order of [LENDER'S NAME] (the "LENDER"), [ADDRESS], the sum of
U.S. $[________] (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
Agreement.

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



                                  Reclamation Consulting and Applications, Inc.,
                                  a Colorado corporation



                                  ----------------------------------------------
                                  By: Michael C. Davies
                                  Its: Chief Executive Officer


<PAGE>

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

                           to Note Purchase Agreement

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

                               WARRANT CERTIFICATE


No. ________                                           _______________ 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, ____________________________, (the
"HOLDER"), is the owner of warrants (the "WARRANTS") for the purchase of up to
an aggregate of ___________________________ 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 5:00 p.m. Pacific Time on the Expiration 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 Note Purchase Agreement, dated ______ __,
2007, by and between the Corporation and the Holder.

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

              (c)    "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.

              (d)    "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).

              (e)    "EXERCISE PERIOD" shall mean the period commencing on
                     [DATE], and shall expire at 5:00 P.M. (Pacific Time), on
                     [DATE PRIOR TO THIRD YEAR ANNIVERSARY].

              (f)    "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 $0.25.

              (g)    "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.

                                       2
<PAGE>

              (h)    "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.

              (i)    "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.

              (J)    "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.

              (k)    "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.

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

              (m)    "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.

              (n)    "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.

              (o)    "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). 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

                                       3
<PAGE>

                     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 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. ISSUANCE OF COMMON STOCK PURSUANT TO EXERCISE.

              (a)    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. 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.

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

                                       4
<PAGE>

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 in effect immediately prior to such Change of Shares
                     shall be correspondingly adjusted to give the Holder of the
                     Warrant, on exercise for the same aggregate Exercise Price,
                     the total number, class, and kind of shares as the Holder
                     would have owned had the Warrant been exercised prior to
                     the Change of Shares and had the Holder continued to hold
                     such shares until after the Change of Shares requiring
                     adjustment (the "ADJUSTED PURCHASE Price"). The form of
                     this Warrant need not be changed because of any adjustment
                     in the number of Warrant Shares subject to this Warrant. 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. Upon each

                                       5
<PAGE>

                     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)    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.

              (d)    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.

              (e)    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 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.

                                       6
<PAGE>

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

                                       7
<PAGE>

              (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


                                       8
<PAGE>

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

SECTION 9.    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 9.


              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 10.   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.

SECTION 11.   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.


                                       9
<PAGE>

       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:    June __, 2007


RECLAMATION CONSULTING AND APPLICATIONS, INC.
A Colorado corporation



------------------------------------
By:  Michael C. Davies
Its:  Chief Executive Officer



                                       10
<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)





                                       11