EXHIBIT
      4.5





THE
      SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY APPLICABLE STATE SECURITIES
      LAW, AND IN THE ABSENCE OF SUCH REGISTRATION MAY NOT BE SOLD OR TRANSFERRED
      UNLESS THE ISSUER OF THIS WARRANT HAS RECEIVED AN OPINION OF ITS COUNSEL, OR
      OF
      COUNSEL REASONABLY SATISFACTORY TO IT, THAT THE PROPOSED SALE OR TRANSFER WILL
      NOT VIOLATE THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR ANY
      APPLICABLE STATE SECURITIES LAW.




Issue
      Date: November 12, 2007




WARRANT
      TO PURCHASE COMMON STOCK OF





Mountains
      West Exploration, Inc.,


(a
      New
      Mexico corporation)





This
      is
      to certify that ______________________ or its permitted assigns (“Holder”), is
      entitled to purchase, subject to the provisions of this Warrant, from Mountains
      West Exploration, Inc. ,
      its
      successors and assigns (the “Company”), at any time on or after the Issue Date
      and for a period of five (5) years after the Issue Date (the “Exercise Period”),
      up to ________________ shares of Common Stock (the “Warrant Shares”), for an
      exercise price of $0.80 per share of Common Stock to be issued
      hereunder.





The
      number of shares of Common Stock to be received upon the exercise of this
      Warrant and the exercise price to be paid for a share of Common Stock may be
      adjusted from time to time as herein set forth. The exercise price for the
      shares of Common Stock in effect at any time is hereinafter sometimes referred
      to as the “Exercise Price.”





Certain
      capitalized terms used herein are defined in Section 8.





1.  Method
      of Exercise .
      Subject
      to the other provisions of this Warrant, this Warrant may only be exercised
      in
      whole or in part during the Exercise Period by (i) payment of the Exercise
      Price
      by either (A) cash or a certified or bank check, payable to the order of the
      Company or (B) a written notice to the Company that Holder is exercising this
      Warrant (or a portion thereof) by authorizing the Company to withhold from
      issuance a number of shares of Warrant Shares issuable upon exercise of this
      Warrant which when multiplied by the Market Price of the Warrant Shares is
      equal
      to the aggregate Exercise Price (and such withheld shares shall no longer be
      issuable under this Warrant), and (ii) presentation and surrender of this
      Warrant to the Company with the exercise notice substantially in the form
      attached hereto as Exhibit A duly
      executed (the “Exercise Notice”). Upon receipt by the Company of this Warrant
      and the Exercise Notice in proper form for exercise, the Holder shall be deemed
      to be the Holder





of
      record
      of the shares of Common Stock issuable upon such exercise, notwithstanding
      that
      the stock transfer books of the Company shall then be closed or that
      certificates representing such shares of Common Stock shall not then be actually
      delivered to the Holder. The Company shall use its best efforts to issue the
      proper stock certificate within five (5) business days of receiving all required
      documentation. Such stock certificate shall bear such legends as the Company
      may
      deem necessary or appropriate.





2.  Payment
      of Taxes .
      And tax
      or charge is imposed by law upon Holder shall be paid by Holder.





3.  Reservation
      of Shares .
      From
      and after the date hereof, the Company shall at all times reserve and keep
      available for issuance and delivery upon exercise of this Warrant such number
      of
      shares of its Common Stock as shall be sufficient to permit the exercise in
      full
      of this Warrant. All shares of Common Stock which shall be so issuable, when
      issued upon exercise of this Warrant and payment therefor in accordance with
      the
      terms of this Warrant, shall be duly and validly issued and fully paid and
      nonassessable.





4.  Fractional
      Shares .
      No
      fractional shares or scrip representing fractional shares shall be issued upon
      the exercise of this Warrant. With respect to any fraction of a share called
      for
      upon exercise hereof, the Company shall pay to the Holder an amount in cash
      equal to such fraction multiplied by the current Market Price of a full
      share.





5.  Exchange,
      Assignment or Loss of Warrant .





(a)  Exchange .
      This
      Warrant is exchangeable, without expense, at the option of the Holder, upon
      presentation and surrender hereof to the Company for other Warrants in identical
      form of different denominations entitling the Holder thereof to purchase in
      the
      aggregate the same number of shares of Common Stock purchasable
      hereunder.





(b)  Assignment .
      This
      Warrant may only be assigned or transferred by the Holder in accordance with
      the
      terms of this Warrant upon written notice to the Company. Any assignment shall
      be made by surrender of this Warrant to the Company with the assignment form
      substantially in the form attached hereto as Exhibit B duly
      executed (the “Assignment Form”). The Company shall, within five (5) business
      days of receipt of the Warrant and Assignment Form, execute and deliver a new
      Warrant in identical form in the name of the assignee named in such instrument
      of assignment. This Warrant may be divided or may be combined with other
      Warrants which carry the same rights upon presentation hereof at the office
      of
      the Company together with a written notice specifying the names and the
      denominations in which new Warrants are to be issued and signed by the Holder
      hereof. The term “Warrant” as used herein includes any Warrants issued in
      substitution for or replacement of this Warrant or into which this Warrant
      may
      be divided or exchanged.





(c)  Loss .
      Upon
      receipt by the Company of evidence satisfactory to it of the loss, theft,
      destruction, or mutilation of this Warrant, and (in the case of loss, theft
      or
      destruction) of reasonably satisfactory indemnification, and upon surrender
      and
      cancellation of this Warrant if mutilated, the Company will execute and will
      deliver a new Warrant in identical form. Any





such
      new
      Warrant executed and delivered shall constitute an additional contractual
      obligation on the part of the Company, whether or not this Warrant so lost,
      stolen, destroyed or mutilated shall be at any time enforceable by
      anyone.





6.  Rights
      of the Holder .
      The
      Holder, by virtue hereof, shall not be entitled to any rights of a shareholder
      in the Company, either at law or in equity, and the rights of the Holder are
      limited to those expressed in this Warrant.





7.  Exercise
      Price .
      In
      order to prevent dilution of the exercise rights granted hereunder, the Exercise
      Price will be subject to adjustment from time to time pursuant to this
      Section 7.





(a)  Adjustments
      for Other Dividends and Distributions .
      In the
      event the Company at any time prior to the expiration of this Warrant makes
      or
      issues, or fixes a record date for the determination of holders of Common Stock
      entitled to receive, a dividend or other distribution payable in securities
      of
      the Company other than shares of Common Stock, then and in each such event
      provision shall be made so that the Holder shall receive upon exercise thereof,
      in addition to the number of shares of Common Stock receivable thereupon, the
      amount of securities of the Company which the Holder would have received had
      this Warrant been exercised for Common Stock on the date of such event and
      had
      the Holder thereafter, during the period from the date of such event to and
      including the exercise date, retained such securities receivable by the Holder
      as aforesaid during such period, subject to all other adjustments called for
      during such period under this Section 7 with respect to the rights of the Holder
      of this Warrant.





(b)  Subdivision
      or Combination of Common Stock .
      If the
      Company at any time subdivides (by any stock split, stock dividend,
      recapitalization or otherwise) one or more classes of its outstanding shares
      of
      Common Stock into a greater number of shares, the number of shares of Common
      Stock for which this Warrant is exercisable shall immediately be proportionately
      increased, and if the Company at any time combines (by reverse stock split
      or
      otherwise) one or more classes of its outstanding shares of Common Stock into
      a
      smaller number of shares, the number of shares of Common Stock for which this
      Warrant is exercisable shall immediately be proportionately
      decreased.





(c)  Reorganization,
      Reclassification, Consolidation, Merger or Sale .
      Any
      capital reorganization, reclassification, consolidation, merger or sale of
      all
      or substantially all of the Company's assets to another Person which is effected
      in such a way that holders of Common Stock are entitled to receive (either
      directly or upon subsequent liquidation) stock, securities or assets with
      respect to or in exchange for Common Stock is referred to herein as an “Organic
      Change”. Prior to the consummation of any Organic Change, the Company shall
      provide Holder with notice of such Organic Change, such notice to be at least
      thirty (30) days prior to the consummation of the Organic Change. The Holder
      shall have a period of thirty (30) days to exercise this Warrant (which exercise
      may be conditioned upon the consummation of the Organic Change), and upon
      consummation of the Organic Change, this Warrant and any unexercised Warrant
      Shares shall automatically terminate. In the event the Organic Change is not
      consummated, this Warrant shall remain in full force and
      effect.








(d)  Certain
      Events .
      If any
      event occurs of the type contemplated by the provisions of this Section 7
      but not expressly provided for by such provisions, then the Company's board
      of
      directors and the Company will make an appropriate adjustment in the Exercise
      Price so as to protect the rights of the Holder hereunder.





8.  Definitions .





“Common
      Stock” means, collectively, the Company's Common Stock, no **** par
      value, and any capital stock of any class of the Company hereafter authorized
      which is not limited to a fixed sum or percentage of par or stated value in
      respect to the rights of the holders thereof to participate in dividends or
      in
      the distribution of assets upon any liquidation, dissolution or winding up
      of
      the Company.





“Market
      Price” of any security means the average of the closing prices of such
      security's sales on all securities exchanges on which such security may at
      the
      time be listed, or, if there has been no sales on any such exchange on any
      day,
      the average of the highest bid and lowest asked prices on all such exchanges
      at
      the end of such day, or, if on any day such security is not so listed, the
      average of the representative bid and asked prices quoted in the NASDAQ System
      as of 4:00 P.M., New York time, or, if on any day such security is not quoted
      in
      the NASDAQ System, the average of the highest bid and lowest asked prices on
      such day in the domestic over-the-counter market as reported by the National
      Quotation Bureau, Incorporated, or any similar successor organization, in each
      such case averaged over a period of 21 days consisting of the day as of which
      “Market Price” is being determined and the 20 consecutive business days prior to
      such day. If at any time such security is not listed on any securities exchange
      or quoted in the NASDAQ System or the over-the-counter market, the “Market
      Price” will be the fair value thereof determined by the Company’s board of
      directors, in good faith.





“Person”
      means an individual, a partnership, a limited liability company, a corporation,
      an association, a joint stock company, a trust, a joint venture, an
      unincorporated organization and a governmental entity or any department, agency
      or political subdivision thereof.





9.  Notices .
      Except
      as otherwise expressly provided, all notices referred to herein will be in
      writing and will be delivered by registered or certified mail, return receipt
      requested, postage prepaid and will be deemed to have been given when so mailed
      (i) to the Company at its principal executive offices and (ii) to Holder at
      Holder's address as it appears in the stock records of the Company (unless
      otherwise indicated by Holder).





10.  Applicable
      Law .
      This
      Warrant shall be governed by and construed in accordance with the laws of the
      State of Delaware.





[Remainder
      of Page Intentionally Left Blank]












IN
      WITNESS WHEREOF, Mountains West Exploration, Inc. has caused this Warrant to
      be
      signed by its duly authorized officer and dated as of the date set forth
      above.






**Mountains
                West Exploration, Inc.**
              
              
              By_________________________________














**Exhibit
      A**





**Exercise
      Notice**








[To
      be
      executed only upon exercise of Warrant]





The
      undersigned registered owner of this Warrant irrevocably exercises this Warrant
      for the purchase of __________ Shares of Common Stock of Mountains
      West Exploration, Inc. ,
      and
      herewith makes payment therefor, all at the price and on the terms and
      conditions specified in this Warrant and requests that certificates for the
      shares of Common Stock hereby purchased (and any securities or property issuable
      upon such exercise) be issued in the name of and delivered to
      _________________________ whose address is _________________________ and, if
      such shares of Common Stock shall not include all of the shares of Common Stock
      issuable as provided in this Warrant, that a new Warrant of like tenor and
      date
      for the balance of the shares of Common Stock issuable hereunder be delivered
      to
      the undersigned.








Dated:
                __________
            _________________________________(Name
                of Registered Owner)_________________________________(Signature
                of Registered Owner)_________________________________(Street
                Address)_________________________________(City)
                (State) (Zip Code)








**Exhibit
      B**





**Assignment
      Form**








FOR
      VALUE
      RECEIVED the undersigned registered owner of this Warrant hereby sells, assigns
      and transfers unto the Assignee named below all of the rights of the undersigned
      under this Warrant, with respect to the number of shares of Common Stock set
      forth below:





No.
                of Shares ofName
                and Address of Assignee
            
            Common
                Stock





and
      if
      such shares of Common Stock shall not include all of the shares of Common Stock
      issuable as provided in this Warrant, then new Warrants of like tenor and date
      shall be issued. The undersigned does hereby irrevocably constitute and appoint
      _________________________ attorney-in-fact to register such transfer on the
      books of Mountains West Exploration, Inc., for the purpose, with full power
      of
      substitution in the premises.





Dated:
                __________
            _________________________________(Name
                of Registered Owner)_________________________________(Signature
                of Registered Owner)





**Schedule
      to Form of Warrant**





**Name**
            
            **Number
                of**
              **Warrants
                Issued**David
                Lies
            
            
            250,000David
                Lies
            
            
            250,000Pat
                Terrell
            
            
            250,000Mellon
                Enterprises
            
            
            600,000Kari
                Hatter
            
            
            25,000Michael
                Mellon
            
            
            25,000Dennis
                K. Mellon
            
            
            50,000Sarah
                K. Mellon
            
            
            25,000Rose
                Lieliebigin
            
            
            25,000