CONVERSION AGREEMENT


This Conversion Agreement (this "Agreement") is made this 5th day of November 2007, between Mountains West Exploration, Inc., a New Mexico corporation (the “Corporation”), and each of the other signatories hereto, (each a “Note Holder” and collectively, the “Note Holders”).


RECITALS


A.    The Corporation issued a certain promissory note to each Note Holder (the “Note” and collectively, the “Notes”) pursuant to the certain Note Purchase Agreement between the Corporation and the Note Holders (“Note Purchase Agreement”).  The terms not defined herein shall have the meaning ascribed to them in the Note Purchase Agreement.  


B.        The outstanding principal and accrued interest as of the Closing Date (as defined below) on each Note is set forth opposite the respective Note Holder’s name on Schedule 1 attached hereto (the “Debt” and collectively, the “Common Debt”).


C.        All of the parties hereto desire to convert the Common Debt into shares of Common Stock of the Corporation.


NOW, THEREFORE, in consideration of the mutual promises and of the representations, warranties and covenants hereinafter made, the parties hereto agree as follows:


AGREEMENT


1.         Incorporation of the Recitals.  Each of the above recitals is incorporated in this Agreement and deemed to be a part of this Agreement.


2.         Conversion of Common Debt.  On the terms and subject to the conditions herein set forth, on the Closing Date, each Note Holder hereby agrees to convert the Common Debt owned by such Note Holder into the number of shares of Common Stock of the Corporation as set forth opposite such Note Holder’s name on Schedule 1 attached hereto, at a conversion price of $0.51 per share upon each respect Note shall be deemed cancelled.


3.         Waiver and Release. Upon the conversion of the Common Debt as provided in Section 2 above, each Note Holder hereby:





	
             
 	
            A.
 	
            waives all of the obligations of the Corporation under the Notes; and
 





B.        releases and forever discharges the Corporation, its parents, subsidiaries, affiliates, past and present, as well as their trustees, directors, officers, agents, attorneys, insurers, employees, members, stockholders, representatives, assigns and successors, past and present (collectively, the “Released Parties”), with respect to and from any and every right and all manner of action and actions, cause or causes of action, damages, liabilities, losses, sums owing, claims or demands of whatever kind, nature or description (whether known or unknown as of the date of this Agreement), at law or in equity, or created by statute or regulation, which have arisen before the date of this Agreement in connection with the Notes; provided, however, that this release shall not
in any way release or otherwise affect the rights of each Note Holder under the terms of this Agreement.  Each 


 








Note Holder shall not bring any action, claim or proceeding of any kind (whether judicial, arbitration or otherwise) against any Released Party, as applicable, for any action, cause or causes of action, damages, liabilities, losses, sums owing, claims or demands released by each Note Holder pursuant to this Agreement. 


4.         Representations and Warranties of the Note Holders.  Each Note Holder represents and warrants to the Corporation that: 


A.        Each Note Holder has full power, authority and legal right to enter into this Agreement.


B.        This Agreement constitutes the valid and legally binding obligation of each Note Holder, enforceable in accordance with its terms and conditions except as the enforceability thereof may be limited by the availability of equitable principals or by bankruptcy, insolvency, reorganizations, moratorium or other similar laws effecting creditors’ rights generally.


C.        Each Note Holder is the absolute owner of its respective Debt and has good and marketable title thereto, free and clear of any pledges, liens, claims, security interests, charges, options, encumbrances or other restrictions.


D.        Each Note Holder has full right, power and authority to convert its respective Debt as provided herein.


5.         Representations and Warranties of the Corporation.  The Corporation represents and warrants to each Note Holder that:


A.        The Corporation has full power, authority and legal right to enter into this Agreement.


B.        This Agreement constitutes the valid and legally binding obligation of the Corporation, enforceable in accordance with its terms and conditions except as the enforceability thereof may be limited by the availability of equitable principals or by bankruptcy, insolvency, reorganizations, moratorium or other similar laws effecting creditors’ rights generally.


6.         Condition Precedent.  The conversion of the Common Debt as contemplated by this Agreement shall be subject to the consent of the board of directors of the Corporation.


7.         Closing.  The closing of the transactions contemplated hereunder (the "Closing") shall take place at the offices of the Corporation on November 5, 2007 at 10:00 a.m. or on such other date or at such other place as the parties shall otherwise mutually agree orally or in writing (the "Closing Date").


8.         Deliveries of the Note Holders.  On the Closing Date, in addition to execution of this Agreement, each Note Holder shall deliver to the Corporation the following:





	
             
 	
            A.
 	
            The Note held by Note Holder for cancellation by the Corporation.
 





 


-2-


 








B.        Any other documents required by this Agreement or reasonably requested by the Corporation.


9.         Deliveries of the Corporation.  On the Closing Date, in addition to execution of this Agreement, the Corporation shall deliver, or caused to be delivered, to each Note Holder the following:


A.        Original certificates evidencing the issuance of the Common Stock of the Corporation to the respective Note Holder or a letter to the Corporation’s transfer agent authorizing the issuance of such shares.


B.        Any other documents required by this Agreement or reasonably requested by the Note Holders.


10.       Survival of Representations and Warranties.  All representations, warranties, covenants and agreements made herein or in any certificates provided for herein shall survive this Agreement.


11.       Entire Agreement. This Agreement, including Schedule 1 attached hereto, constitutes the entire agreement among the parties with respect to the subject matter thereof, and supersede all prior agreements, correspondence, conversations and negotiations with respect to the subject matter hereof. 


12.       Severability.  If any provision of this Agreement shall be declared by any court of competent jurisdiction illegal, void or unenforceable, the other provisions shall not be affected but shall remain in full force and effect.


13.       Modification.  This Agreement may not be modified or changed except by an instrument in writing duly executed by the parties hereto, and no waiver of compliance of any provision or condition hereof and no consent provided for herein shall be effective unless evidenced by an instrument in writing duly executed by the party hereto seeking to be charged with such waiver or consent.


14.       Successors and Assigns.  This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, legal representatives, successors in interest and assigns.  Notwithstanding the foregoing, the parties hereto each hereby acknowledge and agree that neither party may assign its rights or obligations hereunder, except as otherwise expressly permitted herein.


15.       General.  The parties agree that for the purpose of satisfying any conditions of this Agreement, time is of the essence of this Agreement.  The section headings contained in this Agreement are for references purposes only and shall not affect the meaning or interpretation of this Agreement.  This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, and all of which when taken together shall be deemed to be one and the same instrument.


16.       Governing Law.  This Agreement shall be governed by and construed according to the laws of the State of Illinois.


 


-3-


 








[Signature Page Follows]



-4-


 








IN WITNESS WHEREOF, the parties hereto have executed this Conversion Agreement as of the date first written above.


 





	
             
 	
             
 	
            Mountains West Exploration, Inc.
 
	
             
 	
             
 	
             
 	
             
 
	
             
 	
             
 	
            By: 
 	
            /s/ Lee Wiskowski
 
	
             
 	
             
 	
             
 	
             
 
	
             
 	
             
 	
            Its:
 	
            Co-Chief Executive Officer
 





 


 


-5-


 









 





	
             
 	
             
 	
             
 	
             
 
	
             
 	
             
 	
             
 	
            /s/ William Kargle
 
	
             
 	
             
 	
             
 	
            William Kargle
 
	
             
 	
             
 	
             
 	
             
 
	
             
 	
             
 	
             
 	
            /s/ Thomas Case
 
	
             
 	
             
 	
             
 	
            Thomas Case
 
	
             
 	
             
 	
             
 	
             
 
	
             
 	
             
 	
             
 	
            /s/ Anthony Gagliardi
 
	
             
 	
             
 	
             
 	
            Anthony Gagliardi
 
	
             
 	
             
 	
             
 	
             
 
	
             
 	
             
 	
             
 	
            /s/ Albert Pick III
 
	
             
 	
             
 	
             
 	
            Albert Pick III
 
	
             
 	
             
 	
             
 	
             
 
	
             
 	
             
 	
             
 	
            /s/ Kenneth White
 
	
             
 	
             
 	
             
 	
            Kenneth White
 
	
             
 	
             
 	
             
 	
             
 
	
             
 	
             
 	
             
 	
            /s/ William Martinez
 
	
             
 	
             
 	
             
 	
            William Martinez
 
	
             
 	
             
 	
             
 	
             
 
	
             
 	
             
 	
             
 	
            /s/ Jack Clark
 
	
             
 	
             
 	
             
 	
            Jack Clark
 
	
             
 	
             
 	
             
 	
             
 
	
             
 	
             
 	
             
 	
            /s/ Randy Holzhauer
 
	
             
 	
             
 	
             
 	
            Randy Holzhauer
 
	
             
 	
             
 	
             
 	
             
 
	
             
 	
             
 	
             
 	
             
 
	
             
 	
             
 	
             
 	
            Northwest Cedar Products
 
	
             
 	
             
 	
             
 	
             
 
	
             
 	
             
 	
             
 	
            /s/ John Keefe, Jr.
 
	
             
 	
             
 	
            By:  
 	
            John Keefe, Jr.
 
	
             
 	
             
 	
            Its:  
 	
            Authorized Signatory
 





 


 


-6-


 









SCHEDULE 1


 


 


 





	
            Note Holder
 	
            Shares of Common Stock
 
	
             
 	
             
 
	
            William Kargle
 	
            76,195
 
	
            Thomas Case
 	
            54,397
 
	
            Northwest Cedar Products
 	
            135,992
 
	
            Anthony Gagliardi
 	
            54,369
 
	
            Albert Pick III
 	
            217,325
 
	
            Kenneth White
 	
            32,283
 
	
            William Martinez
 	
            96,849
 
	
            Jack Clark
 	
            53,805
 
	
            Randy S. Holzhauer
 	
            32,063
 





 


 


-7-