<PAGE>
EXHIBIT 4.3



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 (the "Agreement"), dated as of October 22, 2007 (the
"Effective Date" is made


BETWEEN:

                  NAME:    NORMAN 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 May 22, 2007, the Lender and the Borrower entered into an
oral agreement pursuant to which the Lender lent to the Borrower One Hundred
Thousand Dollars ($100,000) (the "Initial Oral Loan") carrying interest at 12%
per annum and pursuant to the understanding that the parties would provide for
the Lender to receive terms similar to those being offered to purchasers of the
Company's secured convertible debentures then being sold; and



<PAGE>
Whereas, as of the Effective Date, the Initial Loan together with all accrued
interest had an outstanding balance, rounded to the nearest dollar of One
Hundred Thousand Five Thousand Thirty Dollars ($105,030), which both Lender and
Borrower desire to convert on the Effective Date to "Principal" pursuant to the
terms of 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 $0.20 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 7.1;

       1.10   "Initial Oral Loan" has the meaning assigned in the Preamble:

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

       1.12   "Maturity Date" means April 21, 2009;

       1.13   "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;

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

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

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

       1.17   "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

As of the Effective Date the Lender agrees, to lend to the Borrower the
Principal of One Hundred Thousand Five Thousand Thirty Dollars ($105,030) as the
"Loan" on the terms and conditions set forth in this Agreement and in full
satisfaction of all amounts and obligations owed to the Lender pursuant to the
Initial Oral Loan. The Initial Oral Loan is hereby extinguished.

       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
the Effective Date 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 one hundred thousand
(100,000) shares of the Borrower's common stock (the "Warrants"). The Warrants
shall be exercisable until 5:00 PM Pacific Time May 22, 2010. The Warrants for
the purchase of fifty thousand (50,000) shares of the Borrower's common stock
shall be evidenced by one or more warrant certificates substantially in the form
of Schedule B-1 attached hereto, with an exercise price of $0.22 per share. The
Warrants for the purchase of fifty thousand (50,000) shares of the Borrower's
common stock shall be evidenced by one or more warrant certificates
substantially in the form of Schedule B-2 attached hereto, with an exercise
price of $0.24 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; and

              5.2.13 the Lender understands that this is a separately negotiated
                     Agreement and that other investors have purchased
                     convertible debentures on terms different from the Lender,
                     as disclosed by the Borrower's Current Report filed with
                     the SEC on June 5, 2007 and as amended on July 17, 2007,
                     and as disclosed by the Borrower's Annual Report on Form
                     10-KSB filed with the SEC on October 15, 2007.


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:                     Norman 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.

12. ENTIRE AGREEMENT

This Agreement, together with the Schedules and Exhibits referred to herein
which are incorporated herein by this reference, and the agreements referred to
herein, supersedes all prior agreements and understandings and shall constitute
the entire agreement between the parties hereto with respect to the transactions
contemplated hereby.



SIGNATURES ON NEXT PAGE

<PAGE>


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


LENDER

NORMAN GISH


/s/ Norman 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


$105,030                                                       OCTOBER 22, 2007


This Promissory Note is being issued pursuant to a Convertible Debenture dated
for reference October 22, 2007 between Norman 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 April 21, 2009, or on demand in accordance with the terms of the
Convertible Debenture, to the order of Norman Gish (the "Lender") residing at
8405-400 Eau Claire Avenue S.W, Calgary, Alberta, Canada T2P4X2, the sum of
$105,030 (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.

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


                                       12
<PAGE>


                                  SCHEDULE B-1
                                  ------------

                            to Convertible Debenture

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

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


No. _____________                                                50,000 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, NORMAN GISH, (the "Holder"), is the
owner of warrants (the "Warrants") for the purchase of up to an aggregate of
50,000 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 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 Convertible Debenture, dated October 22, 2007, by and between the
Corporation and the Holder.


                                       13
<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)    "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
                     October 22, 2007, and shall expire at 5:00 P.M. (Pacific
                     Time), on October 21, 2010.

              (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 $0.22.

              (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.

              (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.


                                       14
<PAGE>

              (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 5:00 p.m. Pacific Time on the
                     Expiration Date. 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 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.



                                       15
<PAGE>

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


                                       16
<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 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.


                                       17
<PAGE>

                     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 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


                                       18
<PAGE>

                     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, 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


                                       19
<PAGE>

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


                                       20
<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

              (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.


                                       21
<PAGE>


SECTION 9.    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 Holders of Warrants
              representing greater than fifty percent (50%) of the total
              Warrants then outstanding as may have been issued by the
              Corporation pursuant to the Convertible Debenture dated October
              22, 2007; provided, that no change in the number or nature of the
              securities purchasable upon the exercise of any Warrant, or the
              acceleration of the Exercise Date, shall be made without the
              consent in writing of the Holder of the Warrant Certificate
              representing such Warrant, other than such changes as are
              specifically prescribed by this Certificate as originally executed
              or are made in compliance with applicable law.

SECTION 10.   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 10.

              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 11.   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 12.   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:  October 22, 2007


RECLAMATION CONSULTING AND APPLICATIONS, INC.
A Colorado corporation


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

By:  Gordon W. Davies
Its:  President





                                       23
<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)


<PAGE>
                                  SCHEDULE B-2
                                  ------------

                            to Convertible Debenture

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

                                        WARRANT CERTIFICATE


No. ________                                                     50,000 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, NORMAN GISH, (the "Holder"), is the
owner of warrants (the "Warrants") for the purchase of up to an aggregate of
50,000 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 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 Convertible Debenture, dated October 22, 2007, by and between the
Corporation and the Holder.


<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)    "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
                     October 22, 2007, and shall expire at 5:00 P.M. (Pacific
                     Time), on October 21, 2010.

              (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 $0.24.

              (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.

              (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.


<PAGE>

              (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 5:00 p.m. Pacific Time on the
                     Expiration Date. 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 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.


<PAGE>

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 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


<PAGE>

              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 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 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


<PAGE>

                     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, 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.


<PAGE>

              (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, 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.


<PAGE>

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. "

              (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).


<PAGE>

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

SECTION 9.    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 10.   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 10.

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


<PAGE>

              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 11.   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 12.   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:    October 22, 2007


RECLAMATION CONSULTING AND APPLICATIONS, INC.
A Colorado corporation


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

By:  Gordon W. Davies
Its:  President




<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)
<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)