<PAGE>

                                                                    EXHIBIT 10.1


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.




                          SECURED CONVERTIBLE DEBENTURE


THIS SECURED CONVERTIBLE DEBENTURE, dated as of May 30, 2007 (the "Agreement")
is made

BETWEEN:

        NAME:       PAUL HUGHES
        ADDRESS:    7288 Beechwood Street
                    Vancouver, B.C., Canada, V6P 5V4
                    (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, the Lender is willing to lend to the Borrower FOUR HUNDRED THOUSAND
DOLLARS ($400,000) (the "Principal") on the terms of this Agreement.

<PAGE>

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 6.2.6;

      1.2   "Act" as the meaning assigned in subsection 6.2.4;

      1.3   "Agreement" means this Secured 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 the lower of (i) $0.20 per share or (i) the
            simple moving average of the Borrower's common stock on the OTC
            Bulletin Board over 10 consecutive trading days commencing on May
            25, 2007;

      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   "Conversion Warrants" has the meaning assigned in subsection 4.7;

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

      1.11  "Lender's Security" means the collateral referenced on SCHEDULE D;

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

      1.13  "Maturity Date" means November 29, 2008;

      1.14  "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;

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

      1.16  "Securities" has the meaning assigned in subsection 4.3; and

<PAGE>

      1.17  "U.S. Person" has the meaning assigned in subsection 6.2.7.

2.    INTERPRETATION

      2.1   GOVERNING LAW AND VENUE

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

      2.2   SEVERABILITY

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

      2.3   PARTIES IN INTEREST

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

      2.4   HEADINGS AND MARGINAL REFERENCES

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

      2.5   CURRENCY

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

3.    THE LOAN

      3.1   ESTABLISHMENT OF THE LOAN

The Lender agrees, on the terms and conditions set forth in this Agreement, to
lend to the Borrower the Principal as the "Loan." Immediately upon the execution
of this Agreement, Lender shall wire the Principal into Borrower's escrow
account, using instructions to be provided by the Borrower.

<PAGE>

      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 within five business days following the date the Loan is advanced under
subsection 3.1.

      3.3   INTEREST

The Borrower will pay simple interest to the Lender on the unpaid Principal from
the issue date of the Note at a rate of 12% per annum until the Loan is repaid
in full. 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, Conversion Warrants and shares
received on the exercise of Conversion 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:

<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.

<PAGE>

      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.

      4.7   CONVERSION WARRANTS

Within 15 days of receipt of a properly completed Conversion Notice, the
Borrower shall issue to the Lender warrants for the purchase of a number of
shares of Borrower's common stock equal to 245% of the number of Conversion
Shares received by the Lender for such conversion (the "Conversion Warrants").
The Conversion Warrants shall be exercisable until the sooner of (i) 5:00 PM
Pacific Time on the third year anniversary of the Conversion Date or (ii) 5:00
PM Pacific Time on the Call Date (as defined in the certificates evidencing the
Conversion Warrants. The Conversion Warrants for the purchase of a number of
shares of Borrower's common stock equal to 50% of the number of Conversion
Shares 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 Conversion Warrants for the purchase of a number of shares of
Borrower's common stock equal to the remaining 50% of the number of Conversion
Shares 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.    SECURITY FOR THE LOAN

The Borrower grants to the Lender, a security interest in the Collateral, as
defined in SCHEDULE D attached hereto, to secure the payment of all of the
indebtedness under the Notes. Lender acknowledges that the Borrower is selling
secured convertible debentures to other parties and that its rights and priority
to the Collateral are PARI PASSU with rights and priority to the Collateral
provided to all other lenders who purchase secured convertible debentures from
the Borrower in May 2007. The Borrower agrees to take all actions requested by
the Lender and reasonably necessary to perfect, to continue the perfection of,
and to otherwise give notice of, the lien granted hereunder, including, but not
limited to, execution of financing statements.

6.    REPRESENTATIONS AND WARRANTIES

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

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

            6.1.2    the Borrower has all requisite corporate power and
                     authority to enter into this Agreement and to grant the
                     Lender's Security and to carry out the obligations
                     contemplated herein and therein;

            6.1.3    this Agreement and the Lender's Security have been duly and
                     validly authorized, executed and delivered by the Borrower
                     and are valid obligations of it; and

<PAGE>

            6.1.4    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.

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

            6.2.1    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;

            6.2.2    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;

            6.2.3    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;

            6.2.4    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"));

            6.2.5    the Lender hereby acknowledges that: (A) the offering of
                     the Secured Convertible Debentures 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 Secured
                     Convertible Debentures 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

<PAGE>

                     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;

              6.2.6  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;

              6.2.7  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");

              6.2.8  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;

              6.2.9  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;

              6.2.10 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;

              6.2.11 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;

<PAGE>

              6.2.12 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

              6.2.13 the Lender understands that this is a separately negotiated
                     Agreement and that other investors are purchasing secured
                     convertible debentures on terms different from the Lender,
                     as disclosed to the Lender by a letter from the Borrower
                     dated May 30, 2007, receipt of which is acknowledged by the
                     Lender.

7.    COVENANTS OF THE BORROWER

      7.1   POSITIVE COVENANTS

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

            7.1.1    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;

            7.1.2    duly observe and perform each and every of its covenants
                     and agreements set forth in this Agreement and the Lender's
                     Security;

            7.1.3    provide the Lender with immediate notice of any Event of
                     Default;

            7.1.4    do all things necessary to obtain and maintain the Lender's
                     Security in good standing and make payment of all fees and
                     charges in respect thereto; and

            7.1.5    reimburse the Lender for all fees and charges reasonably
                     incurred by the Lender in respect of maintaining or
                     reviewing the Lender's Security.

      7.2   NEGATIVE COVENANTS

The Borrower covenants and agrees with the Lender that, except as otherwise set
out herein or in the Lender's Security, at all times while the Principal remains
outstanding, unless it has received the prior written consent of the Lender to
do so (which consent shall not be unreasonably withheld, conditioned or
delayed), it will not:

            7.2.1    enter into any agreement, or initiate any corporate or
                     other proceedings, that may adversely affect the Lender's
                     Security;

            7.2.2    sell, lease, assign, transfer or otherwise dispose of any
                     of its assets except in the ordinary course of business; or

<PAGE>

            7.2.3    make a fundamental change in the nature of its business.

8.    EVENT OF DEFAULT

      8.1   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:

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

            8.1.2    if the Borrower commits any default under any of the
                     Lender's Security;

            8.1.3    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

            8.1.4    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.

      8.2   RIGHTS AND REMEDIES OF THE LENDER

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

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

            8.2.2    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.

<PAGE>

9.    GENERAL

      9.1   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.

      9.2   TIME

Time is of the essence of this Agreement.

      9.3   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.

      9.4   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, this Agreement, or the Lender's Security or its interest in the
Loan, this Agreement, or the Lender's Security 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 and the Lender's Security to the extent of
such assignment.

10.   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 10:

      If to Borrower:                   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

      If to Lender:                     Paul Hughes
                                        7288 Beechwood Street
                                        Vancouver, B.C., Canada, V6P 5V4

      With a copy (which shall
      not constitute notice) to:        Calvin Patterson
                                        Barrister & Solicitor
                                        Suite 107 - 20644 Eastleigh Crescent
                                        Langley, B.C., Canada, V3A 4C4
                                        Telephone: (604) 533-4708
                                        Facsimile: (604) 533-4758
                                        E-mail: cp-law@telus.net

11.   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.

12.   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.


                      [SIGNATURE PAGE FOLLOWS IMMEDIATELY]


<PAGE>

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


LENDER

PAUL HUGHES

/s/ Paul Hughes
---------------------------------

BORROWER

RECLAMATION CONSULTING AND APPLICATIONS, INC.
A Colorado corporation

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

<PAGE>

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

                        to Secured 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



$[_______]                                                          MAY 30, 2007


This Promissory Note is being issued pursuant to a Secured Convertible Debenture
dated for reference May 30, 2007 between [BORROWER NAME] and Reclamation
Consulting and Applications, Inc. (the "Secured 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 November 29, 2008, or on demand in accordance with the terms of the
Secured Convertible Debenture, to the order of [BORROWER NAME] (the "Lender"),
[ADDRESS], the sum of $[________] (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 Secured 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 Secured Convertible.

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

<PAGE>

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

                                Reclamation Consulting and Applications, Inc
                                a Colorado corporation


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

<PAGE>

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

                        to Secured Convertible Debenture

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

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


No. _____________                                  ____________________ Warrants


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


                                WARRANTS FOR THE
                            PURCHASE OF COMMON STOCK

THIS CERTIFIES THAT, FOR VALUE RECEIVED, ____________________________, (the
"HOLDER"), is the owner of warrants (the "WARRANTS") for the purchase of up to
an aggregate of ___________________________ shares of validly-issued, fully-paid
and non-assessable common stock of RECLAMATION CONSULTING AND APPLICATIONS,
INC., a corporation organized and existing under the laws of the State of
Colorado (the "CORPORATION"). Such purchase may be made at any time, and from
time to time, prior to the sooner of 5:00 p.m. Pacific Time on the Expiration
Date (as hereinafter defined) or 5:00 p.m. on any Call Date (as hereinafter
defined), upon the presentation and surrender of this Warrant Certificate with a
written notice in the form of ATTACHMENT 1, attached hereto, signed by the
Holder stating the number of shares of Common Stock with respect to which such
exercise is being made, at the principal corporate address of the Corporation,
accompanied by payment of the Exercise Price (as hereinafter defined) for each
Warrant exercised (the "PURCHASE PRICE") in lawful money of the United States of
America in cash or by official bank or certified check made payable to
RECLAMATION CONSULTING AND APPLICATIONS, INC. The Purchase Price and the number
of shares of Common Stock subject to purchase upon the exercise of the Warrants
are subject to modification or adjustment as set forth herein. The Warrants
represented by this Warrant Certificate have been issued by the Corporation in
connection with the Secured Convertible Debenture, dated May 30, 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)   "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 [DATE],
                  and shall expire at 5:00 P.M. (Pacific Time), on [DATE PRIOR
                  TO THIRD YEAR ANNIVERSARY].

            (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 $0.22.

            (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.

<PAGE>

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

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

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

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

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

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

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

SECTION 2.  EXERCISE OF WARRANTS.

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

<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.

<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, 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.

<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
                  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

<PAGE>

                  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 Incorporation as Common Stock on
                  the date hereof or (i) in the case of any reclassification,
                  change, consolidation, merger, sale or conveyance of the

<PAGE>

                  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."

<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.

<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
            for 20 consecutive trading days (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
            10 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.

            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 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.


      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:    ___________


RECLAMATION CONSULTING AND APPLICATIONS, INC.
A Colorado corporation

/s/ Gordon W. Davies
------------------------------------
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 B-2
                                  ------------

                        to Secured Convertible Debenture

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

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


No. ________                                            _______________ Warrants


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


                                WARRANTS FOR THE
                            PURCHASE OF COMMON STOCK

THIS CERTIFIES THAT, FOR VALUE RECEIVED, ____________________________, (the
"HOLDER"), is the owner of warrants (the "WARRANTS") for the purchase of up to
an aggregate of ___________________________ shares of validly-issued, fully-paid
and non-assessable common stock of RECLAMATION CONSULTING AND APPLICATIONS,
INC., a corporation organized and existing under the laws of the State of
Colorado (the "CORPORATION"). Such purchase may be made at any time, and from
time to time, prior to the sooner of 5:00 p.m. Pacific Time on the Expiration
Date (as hereinafter defined) or 5:00 p.m. on any Call Date (as hereinafter
defined), upon the presentation and surrender of this Warrant Certificate with a
written notice in the form of Attachment 1, attached hereto, signed by the
Holder stating the number of shares of Common Stock with respect to which such
exercise is being made, at the principal corporate address of the Corporation,
accompanied by payment of the Exercise Price (as hereinafter defined) for each
Warrant exercised (the "PURCHASE PRICE") in lawful money of the United States of
America in cash or by official bank or certified check made payable to
RECLAMATION CONSULTING AND APPLICATIONS, INC. The Purchase Price and the number
of shares of Common Stock subject to purchase upon the exercise of the Warrants
are subject to modification or adjustment as set forth herein. The Warrants
represented by this Warrant Certificate have been issued by the Corporation in
connection with the Secured Convertible Debenture, dated May 30, 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)   "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 [DATE],
                  and shall expire at 5:00 P.M. (Pacific Time), on [DATE PRIOR
                  TO THIRD YEAR ANNIVERSARY].

            (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 $0.24.

            (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.

<PAGE>

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

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

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

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

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

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

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

SECTION 2.  EXERCISE OF WARRANTS.

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

<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.

<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, 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.

<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
                  reorganization or other change, consolidation, merger, sale or
                  conveyance. Any such provision shall include provision for

<PAGE>

                  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

<PAGE>

                  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.

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. "

<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

<PAGE>

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

SECTION 9.  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
            for 20 consecutive trading days (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
            10 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.

            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 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.


      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:    ___________


RECLAMATION CONSULTING AND APPLICATIONS, INC.
A Colorado corporation


/s/ Gordon W. Davies
------------------------------------
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 Secured 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 Secured Convertible Debenture and the attached Promissory
Note(s), all pursuant to the terms of the Secured 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)

<PAGE>

                                   SCHEDULE D
                                   ----------

                        to Secured Convertible Debenture

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

                                   COLLATERAL


"Collateral" means all assets and property of the Borrower whatsoever and
wheresoever located, together with all additions and accessions thereto and
replacements therefor and all proceeds of the foregoing, including but not
limited to real property, personal property, money, accounts, deposit accounts,
chattel paper, documents, notes, drafts, instruments, goods, inventory,
equipment, general intangibles, insurance proceeds, other tangible or intangible
property received upon the sale or disposition of the foregoing, and any and all
books and records, in whatever form or medium, that at any time evidence or
contain information relating to any of the foregoing properties or interests in
properties or are otherwise necessary or helpful in the collection thereof or
realization thereon.