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                                                                    EXHIBIT 10.7

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT"), NOR UNDER THE LAWS OF ANY STATE, AND MAY NOT BE RESOLD,
ASSIGNED, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY
THAT REGISTRATION UNDER THE ACT IS NOT REQUIRED.


                           CONVERTIBLE PROMISSORY NOTE
                           ---------------------------

$1,416,089.97                                                      July 18, 2007

         FOR VALUE RECEIVED, RECLAMATION CONSULTING AND APPLICATIONS, INC., a
corporation organized and existing under the laws of the State of Colorado
(hereinafter referred to as the "BORROWER"), hereby promises to pay to the order
of CANVASBACK COMPANY LIMITED, an Anguilla company, (hereinafter referred to as
the "LENDER"), at his/her/its principal address located at Hannah Waiver House,
The Valley, Anguilla BWI, or such other place or places as the Lender may
hereafter direct from time to time, in lawful money of the United States and in
immediately available funds, the principal sum of One Million Four Hundred
Sixteen Thousand and Eighty-Nine Dollars and Ninety-Seven Cents ($1,416,089.97).
This Convertible Promissory Note (hereinafter referred to as the "NOTE") shall
accrue simple interest at the rate of ten percent (10%) per annum, calculated on
the basis of a 365-day year from the date of this Note. The aggregate amount of
all principal and accrued interest shall be due and payable on the second (2nd)
anniversary of the date hereof (hereinafter referred to as the "MATURITY DATE").
This Note shall be unsecured by the Borrower or any other person, and
non-recourse to any shareholder, officer, director, employee, agent or
representative of the Borrower.

1. PURCHASE AGREEMENT. This Note is issued pursuant to that certain Note
Purchase Agreement, dated as of October 17, 2006 and as amended on December 15,
2006 by Amendment No. 1 and on July 18, 2007 by Amendment No. 2, by and between
the Borrower and the Lender (as amended, the "PURCHASE AGREEMENT"), and is
subject to the provisions thereof. If any dispute arises between the terms of
the Purchase Agreement and the terms of this Note, the terms of the Purchase
Agreement shall prevail. Unless otherwise expressly defined herein, all
capitalized terms used herein shall have the meanings set forth in the Purchase
Agreement

2. CONVERSION. If, during the Conversion Period, in the sole and exclusive
option of the Lender, the Lender should desire to convert the amount of
indebtedness represented hereby, or a portion thereof, into Subsequent
Conversion Shares in lieu of the repayment obligation of such Borrower pursuant
to this Note, then Lender shall give notice to such effect prior to the Maturity
Date and in compliance with the terms and restrictions of the Purchase
Agreement. The number of Subsequent Conversion Shares to be issued upon such
conversion shall be equal to the quotient obtained by dividing (a) the aggregate
amount of principal and accrued but unpaid interest on this Note as of the date
of conversion, by the Conversion Price. If this Note, or any portion of
indebtedness represented hereby, is converted into Subsequent Conversion Shares
as provided herein, then the provisions of this Note relating to the obligation
of the Borrower to pay principal and interest to Lender, set forth above, shall
be null and void and no payment of principal and interest shall be owed or paid
by Borrower thereafter with respect to the amount of indebtedness converted into
Subsequent Conversion Shares.


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3. INTEREST PAYMENTS. With the Lender's prior written approval, the Borrow may
pay the accrued interest on the principal amount of this Note, in whole or in
part, at any time and from time to time, without penalty, during the term of
this Note or at the Maturity Date.

4. NO VOTING RIGHTS. This Note shall not entitle Lender to any voting rights or
other rights as a stockholder of Borrower.

5. TRANSFERS. This Note may be transferred only in compliance with the Note
Purchase Agreement and with applicable federal and state securities laws, and
only upon surrender of the original Note for registration of transfer, duly
endorsed, or accompanied by a duly executed written instrument of transfer in
form satisfactory to Borrower. Thereupon, a new promissory note for like
principal amount and interest will be issued to, and registered in the name of,
the transferee. Interest and principal are payable only to the registered holder
of this Note. Lender agrees to provide a form W-9 to Borrower on request.

6. WAIVER. No waiver of any provision of this Note shall be deemed to be or
shall constitute a waiver of any other provision, whether or not similar, nor
shall any waiver constitute a continuing waiver. No waiver shall be binding
unless executed in writing by the party making the waiver. This Note shall inure
to the benefit of the Lender, his heirs, executors, successors and permitted
assigns, PROVIDED, however, that this Note shall not be assignable to any party
by contract or by operation of law without the prior written consent of the
Borrower. The obligations of the Borrower arising hereunder shall become the
obligations of any successor in interest or assignee thereof, whether by
contract or by operation of law.

7. GOVERNING LAW; VENUE. This Note shall be governed by and construed in
accordance with the internal laws of the State of California applicable to the
performance and enforcement of contracts made within such state, without giving
effect to the law of conflicts of laws applied thereby. In the event that any
dispute shall occur between the parties arising out of or resulting from the
construction, interpretation, enforcement or any other aspect of this Note, the
parties hereby agree to accept the exclusive jurisdiction of the Courts of the
State of California sitting in and for the County of Orange. In the event either
party shall be forced to bring any legal action to protect or defend its rights
hereunder, then the prevailing party in such proceeding shall be entitled to
reimbursement from the non-prevailing party of all fees, costs and other
expenses (including, without limitation, the reasonable expenses of its
attorneys) in bringing or defending against such action.


THE BORROWER:

RECLAMATION CONSULTING                      ATTEST:
 AND APPLICATIONS, INC.


     By: /s/ Gordon Davies                     By: /s/ Mike Davies
         Gordon Davies                               Mr. Mike Davies
         President                                   Secretary


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