AMENDMENT NO. 2 TO SECURITIES REPURCHASE AGREEMENT

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                                                                   EXHIBIT 10.36
                               AMENDMENT NO. 2 TO

                         SECURITIES REPURCHASE AGREEMENT


This Amendment No. 2 to Securities Repurchase Agreement (this "AMENDMENT") is
made and entered into as of the 20th day of April, 2007 by and among Reclamation
Consulting and Applications, Inc. ("COMPANY"), and AJW Partners, LLC, AJW
Qualified Partners, LLC, AJW Offshore, Ltd. and New Millennium Partners II, LLC
(collectively, the " SELLERS"). The Company and the Sellers are sometimes
referred to herein individually as a "PARTY" and collectively as the "PARTIES".
Capitalized terms used but not defined herein have the meanings assigned to them
in the Securities Repurchase Agreement dated as of February 1, 2007 (the
"AGREEMENT").

         WHEREAS, on February 1, 2007, the Parties entered into the Securities
Repurchase Agreement (as amended, the "AGREEMENT") to repurchase from the
Sellers, the Note and Warrants; and

         WHERAS, the Parties have previously amended the Agreement by executing
Amendment No. 1 dated February 26, 2007; and

         WHEREAS, the Parties wish to make an additional amendment to the
Agreement,

         NOW, THEREFORE, in consideration of the mutual agreements herein
contained, the parties agree as follows:

I.        AMENDMENTS TO THE AGREEMENT

         A. Sections 1.3 and 1.4 of the Agreement are hereby deleted in their
entirety and replaced with the following sentence:

                   1.3 CONSIDERATION AND PAYMENT FOR THE NOTES AND WARRANTS. In
                  consideration for the Notes, the Company shall (i) pay each
                  Seller an amount equal to the outstanding balance of principal
                  and, accrued interest as of the Note Closing on such Seller's
                  respective Note plus a prepayment penalty equal to thirty
                  percent (30%) of such outstanding balance which the Parties
                  agree shall, as of May 31, 2007, be in the amounts set forth
                  in EXHIBIT B, attached hereto (the "NOTE CASH PRICES"), and
                  (ii) issue to the Sellers three million, two hundred fifty
                  thousand (3,250,000) shares of the Company's restricted common
                  stock as set forth in EXHIBIT D, attached hereto (the "COMPANY
                  SHARES") (collectively, the Note Cash Prices and the Company
                  Shares shall constitute the "NOTE PURCHASE PRICES"). In
                  consideration for the Warrants, the Company shall pay to each


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                  Seller the respective amount set forth in Exhibit C attached
                  hereto (the "WARRANT PURCHASE PRICES"). On or before May 31,
                  2007, the Company shall deliver (i) the Note Purchase Prices
                  to the Sellers by payment of the Note Cash Prices and by
                  delivering stock certificates to the Sellers evidencing their
                   respective ownership of the Company Shares; and (ii) the
                  Warrant Purchase Prices to Sellers. In the event the Company
                  fails to deliver the Note Purchase Prices and the Warrant
                  Purchase Prices to the Sellers by May 31, 2007, this Agreement
                  shall be deemed null and void, with no binding obligation on
                  the part of either Party with respect to the sale of the Notes
                  or the Warrants. In the event the Company delivers the Note
                  Purchase Prices to the Sellers by May 31, 2007 but fails to
                  deliver the Warrant Purchase Prices, the provisions of this
                  Agreement relating to the sale of the Warrants shall be deemed
                  null and void, with no binding obligation on the part of
                  either Party with respect to the sale of the Warrants.

                  1.4 INITIAL PURCHASE DOCUMENTS. As of the Effective Date,
                  provided that the Company makes the payments detailed in
                  EXHIBIT E attached hereto (the "MONTHLY NOTE PAYMENTS") and
                  does not otherwise breach any material terms of this
                  Agreement, (i) the Sellers shall have no further rights under
                  the Initial Purchase Documents, (ii) the Company shall have no
                  further obligations under the Initial Purchase Documents, and
                  (iii) Gordon Davies shall have no further obligations or
                  responsibilities under the Guaranty and Pledge Agreement dated
                  June 23, 2005 and any amendments thereto. In the event, the
                  Company fails to make the Monthly Note Payments or breaches
                   any material terms of this Agreement (including any failure to
                  pay the Note Purchase Prices or Warrant Purchase Prices by May
                  31, 2007) as required hereby, the Initial Purchase Documents
                  shall continue in full force and effect.

         B. EXHIBIT B and EXHIBIT E to the Agreement are hereby deleted in their
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