<PAGE>

EXHIBIT 4.5

                               AMENDMENT NO. 1 TO

                          SECURED CONVERTIBLE DEBENTURE
                               DATED MAY 30, 2007


This Amendment No. 1 to Secured Convertible Debenture (this "AMENDMENT") is made
and entered into as of the 12th day of December 2007 (Amendment Effective Date")
by and among Reclamation Consulting and Applications, Inc. ("BORROWER"), and
___________________________ (the "LENDER"). The Borrower and the Lender are
sometimes referred to herein individually as a "PARTY" and collectively as the
"PARTIES." Capitalized terms used but not defined herein have the meanings
assigned to them in the Convertible Debenture Agreement dated as of May 30, 2007
and entered into by the Parties (the "AGREEMENT").

         WHEREAS, on May 30, 2007, the Parties entered into the Agreement;

         WHEREAS, Pala Investments Holding Limited ("PALA") desires to invest up
to Five Million Dollars ($5,000,000) in the Borrower (the "PALA FINANCING")
subject to Pala receiving a first security interest in the Company's assets and
the subordination of the interests held by all secured creditors;

         WHEREAS, the execution of a Subordination Agreement in a form approved
by Pala and the Borrower (the "SUBORDINATION AGREEMENT") is a condition
precedent to the closing of the Financing;

         THEREFORE, in consideration of the Borrower providing the Lender with
the Additional Warrants (as defined below), the Parties agree as follows:

I.       AMENDMENTS TO THE AGREEMENT

         A. In consideration of the Lender's execution of the Subordination
Agreement, the Borrower agrees to issue to the Borrower, within five (5)
business days following the closing of the Pala Financing, a warrant to purchase
one hundred sixty-six thousand, six hundred sixty-six (166,666) shares of
Borrower's common stock (the "ADDITIONAL WARRANTS"). The Additional Warrants).
The Additional Warrants shall be evidenced by one or more warrant certificates
substantially in the form of Schedule B-3, attached hereto, and shall have an
exercise price of $0.18 per share and shall be exercisable until the sooner of
(i) 5:00 PM Pacific Time on the third year anniversary of the Amendment
Effective Date or (ii) 5:00 PM Pacific Time on the Call Date (as defined in the
certificate evidencing the Additional Warrants). The issuance of the Additional
Warrants is contingent on the Lender's execution of the Subordination Agreement
and the closing of the Pala Financing, and such warrants will be issued to the
Borrower within five (5) business days following such closing.

<PAGE>

II.      GENERAL PROVISIONS

         A. Except as expressly amended by this Amendment, the Parties agree
that all other provisions of the Agreement remain unchanged and that the
Agreement remain in full force and effect.

         B. This Amendment may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.

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


THE COMPANY:
------------

RECLAMATION CONSULTING AND APPLICATIONS, INC.


      By:___________________________________
         Michael C. Davies
         Chief Executive Officer


THE LENDER:

______________________________

      By:___________________________________
         ___________________________________


                                      -2-
<PAGE>

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

                        to Secured Convertible Debenture


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


No. _____________                                               166,667 Warrants



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


                                WARRANTS FOR THE
                            PURCHASE OF COMMON STOCK

THIS CERTIFIES THAT, FOR VALUE RECEIVED, __________________________, (the
"HOLDER"), is the owner of warrants (the "WARRANTS") for the purchase of up to
an aggregate of 166,667 shares of validly-issued, fully-paid and non-assessable
common stock of RECLAMATION CONSULTING AND APPLICATIONS, INC., a corporation
organized and existing under the laws of the State of Colorado (the
"CORPORATION"). Such purchase may be made at any time, and from time to time,
prior to the sooner of 5:00 p.m. Pacific Time on the Expiration Date (as
hereinafter defined) or 5:00 p.m. on any Call Date (as hereinafter defined),
upon the presentation and surrender of this Warrant Certificate with a written
notice in the form of ATTACHMENT 1, attached hereto, signed by the Holder
stating the number of shares of Common Stock with respect to which such exercise
is being made, at the principal corporate address of the Corporation,


                                      -3-
<PAGE>

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 Amendment 1 to the Secured Convertible Debenture dated May 30,
2007, by and between the Corporation and the Holder.

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

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

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

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

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

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

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

         (g)      "EXERCISE PERIOD" shall mean the period commencing on December
                  12, 2007 and shall expire at 5:00 P.M. (Pacific Time), on
                  December 11, 2010.

                                      -4-
<PAGE>

         (h)      "EXERCISE PRICE" shall mean, as to any Warrant, the price at
                  which a Warrant may be exercised for the purchase of Warrant
                  Shares, which shall be $0.18.

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

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

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

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

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

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

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

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

                                      -5-
<PAGE>

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

SECTION 2. EXERCISE OF WARRANTS.

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

                                      -6-
<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.

                                      -7-
<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 and the Call
                  Price in effect immediately prior to such Change of Shares
                  shall be reduced or 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.

                                      -8-
<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


                                      -9-
<PAGE>

                  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.

         (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


                                      -10-
<PAGE>

                  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.

                                      -11-
<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


                                      -12-
<PAGE>

                  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.

                                      -13-
<PAGE>

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

SECTION 10. MODIFICATION OF WARRANTS. Other than with respect to any
         adjustment made by the Corporation in accordance with the provisions of
         Section 5 hereof, this Certificate may only be modified, supplemented
         or altered by the Corporation, and only with the consent in writing of
         the 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 conversion of outstanding balances under
         Secured Convertible Debentures executed in May 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 11. NOTICES. All notices, requests, consents and other
         communications hereunder shall be in writing and shall be deemed to
         have been made when delivered or mailed first class registered or
         certified mail, postage prepaid as follows: if to the Holder of a
         Warrant Certificate, at the address of such Holder as shown on the
         Warrant Registry maintained by the Corporation; and if to the
         Corporation, addressed as set forth below, or at such other address as
         may be designated by the Corporation from time to time in accordance
         with this Section 11.


                                      -14-
<PAGE>


          If to the Corporation:       Reclamation Consulting &
                                       Applications, Inc.
                                       940 Calle Amanecer, Suite E
                                       San Clemente, CA 92673
                                       Attn:    Mr. Gordon W. Davies
                                                President
          With a copy (which shall
          not constitute notice) to:   August Law Group, P.C.
                                       19200 Von Karman, Suite 900
                                       Irvine, California  92614
                                       Attn:    Kenneth S. August, Esquire
                                                President

SECTION 12. GOVERNING LAW; VENUE. This Agreement shall be governed by
         and construed in accordance with the internal laws of the State of
         California applicable to the performance and enforcement of contracts
         made within such state, without giving effect to the law of conflicts
         of laws applied thereby. In the event that any dispute shall occur
         between the parties arising out of or resulting from the construction,
         interpretation, enforcement or any other aspect of this Agreement, the
         parties hereby agree to accept the exclusive jurisdiction of the Courts
         of the State of California sitting in and for the County of Orange.

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



                             SIGNATURES ON NEXT PAGE

                                      -15-
<PAGE>


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

Date:    December 12, 2007


RECLAMATION CONSULTING AND APPLICATIONS, INC.
A Colorado corporation

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



                                      -16-
<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)



                                      -17-