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EXHIBIT 10.32
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS
AMENDED (THE "ACT"), NOR UNDER THE LAWS OF ANY STATE, AND MAY NOT
BE RESOLD,
ASSIGNED, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION
STATEMENT UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO
THE COMPANY
THAT REGISTRATION UNDER THE ACT IS NOT REQUIRED.
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CONVERTIBLE PROMISSORY NOTE
---------------------------
$108,000
November 7, 2006
FOR
VALUE RECEIVED, RECLAMATION CONSULTING AND APPLICATIONS, INC.,
a
corporation organized and existing under the laws of the State of
Colorado
(hereinafter referred to as the "BORROWER"), hereby promises to pay
to the order
of CANVASBACK COMPANY LIMITED, an Anguilla company, (hereinafter
referred to as
the "LENDER"), at his/her/its principal address located at Hannah
Waiver House,
The Valley, Anguilla BWI, or such other place or places as the
Lender may
hereafter direct from time to time, in lawful money of the United
States and in
immediately available funds, the principal sum of One Hundred Eight
Thousand
Dollars ($108,000). This Convertible Promissory Note (hereinafter
referred to as
the "NOTE") shall accrue simple interest at the rate of ten percent
(10%) per
annum, calculated on the basis of a 365-day year from the date of
this Note. The
aggregate amount of all principal and accrued interest shall be due
and payable
on the first (1st) anniversary of the date hereof (hereinafter
referred to as
the "MATURITY DATE"). This Note shall be unsecured by the Borrower
or any other
person, and non-recourse to any shareholder, officer, director,
employee, agent
or representative of the Borrower.
1. PURCHASE AGREEMENT. This Note is issued pursuant to that certain
Note
Purchase Agreement, dated as of October 17, 2006, by and between
the Borrower
and the Lender (the "Purchase Agreement"), and is subject to the
provisions
thereof. If any dispute arises between the terms of the Purchase
Agreement and
the terms of this Note, the terms of the Purchase Agreement shall
prevail.
2. CONVERSION. If, during the Conversion Period, in the sole and
exclusive
option of the Lender, the Lender should desire to convert the
indebtedness
represented hereby, in whole or in part, into Conversion Shares in
lieu of the
repayment obligation of such Borrower pursuant to this Note, then
Lender shall
give notice to such effect prior to the Maturity Date. The number
of Conversion
Shares to
