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EXHIBIT 10.33
RECLAMATION CONSULTING AND APPLICATIONS, INC.
AMENDMENT NO. 1 TO
CONVERTIBLE NOTE PURCHASE AGREEMENT
THIS AMENDMENT NO. 1 ("AMENDMENT NO. 1") is entered into as of the
15th day
of December, 2006 (the "AMENDMENT EFFECTIVE DATE"), by and between
RECLAMATION
CONSULTING AND APPLICATIONS, INC., a corporation duly organized and
validly
existing under the laws of the State of Colorado (the "COMPANY")
and CANVASBACK
COMPANY LIMITED, a company organized and validly existing under the
laws of
Anguilla ("CANVASBACK") and amends the Convertible Note Purchase
Agreement
entered into between the Company and Canvasback as of October 17,
2006 (the
"AGREEMENT"). Unless otherwise expressly defined herein, all
capitalized terms
and Section references used herein shall have the meanings set
forth in the
Agreement.
WHEREAS, as of the Amendment Effective Date, the Company and
Canvasback
desire to increase the aggregate principal amount of Convertible
Notes saleable
by the Company and purchasable by Canvasback pursuant to the terms
of the
Agreement.
NOW THEREFORE, in consideration of the mutual promises contained in
this
Amendment and the Agreement, the Company and Canvasback hereby
agree to amend
the Agreement as follows:
1. Parag
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