SECURITIES REPURCHASE AGREEMENT -

<PAGE>

EXHIBIT 10.35


                               AMENDMENT NO. 1 TO

                         SECURITIES REPURCHASE AGREEMENT


This Amendment No. 1 to Securities Repurchase Agreement (this "AMENDMENT") is
made and entered into as of the 26th day of February, 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 Agreement to
repurchase from the Sellers, the Note and Warrants; and

      WHEREAS, the Parties wish to amend certain provisions of 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 April 30,
            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 Seller
            the respective amount set forth in Exhibit C attached hereto (the
            "WARRANT PURCHASE PRICES"). On or before April 30, 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

                                       1
<PAGE>

            Purchase Prices to the Sellers by April 30, 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 April 30, 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
            Jun