SUBSCRIPTION AGREEMENT

         This  Subscription  Agreement  ("Agreement"),  dated as of  November 3,
2004,  between  Mountains  West  Exploration,  Inc.  ,  ("MWEX")  a  New  Mexico
Corporation, and Sky Blue Ventures, LLC (the "Buyer").


                              W I T N E S S E T H:


     A. WHEREAS,  MWEX is a  corporation  duly  organized  under the laws of the
State of New Mexico and Seller is the principal shareholder and creditor.

     B. WHEREAS,  Buyers wish to purchase an aggregate of  12,980,729  shares of
common  stock from MWEX from MWEX (the  "Shares"),  and MWEX desires to sell the
Shares to Buyers pursuant to this agreement.

         NOW, THEREFORE, it is agreed among the parties as follows:

                                   ARTICLE I

                                The Consideration

     1.1 Subject to the conditions  set forth herein,  MWEX shall sell to Buyers
and Buyers shall  purchase post reverse split (post reverse split) common shares
from Seller. The aggregate purchase price for the shares to be paid by Buyers to
Seller is $25,000 (the  "Consideration")  of which  $25,000 is herewith  paid as
full consideration for the purchase of the shares.

                                   ARTICLE II

                         Closing and Issuance of Shares

     2.1 The  subscription  for New  Shares is  granted  by MWEX for  12,980,729
shares to Buyers upon deposit of the  consideration of $25,000 in escrow for the
subscription. The New Shares are hereby subscribed are to be issued immediately.

     2.2 Closing hereunder shall be completed by release from escrow of the cash
consideration, the loan proceeds and share certificates on or before November 4,
2004 at 5:00 p.m. MDT ("Closing  Date") subject to satisfaction of the terms and
conditions set forth herein.  Consideration  may be delivered by Federal Express
or wire  transfers,  and any closing  documents  may be delivered by  facsimile,
Federal Express or other appropriate means.

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                                  ARTICLE III

               Representations, Warranties and Covenants of MWEX

     MWEX and Seller  hereby,  represents,  warrants and  covenants to Buyers as
follows:

     3.1 MWEX is a  corporation  duly  organized,  validly  existing and in good
standing under the laws of the State of New Mexico,  and has the corporate power
and  authority  carry  on  its  business.  The  Articles  of  Incorporation  and
Amendments and Bylaws of MWEX, which will be delivered to Buyers at closing, are
complete and accurate,  and the minute books of MWEX,  copies of which have also
been  delivered to Buyers,  contain a record,  which is complete and accurate in
all  material  respects,  of all  meetings,  and all  corporate  actions  of the
shareholders and Board of Directors of MWEX.

     3.2 The authorized  capital stock of MWEX consists of 50,000,000  shares of
common stock.  There are 37,019,271  shares  (approximately)  of Common Stock of
MWEX  issued and  outstanding  as of date  hereof and will be prior to. All such
shares of capital stock of MWEX are validly issued,  fully paid,  non-assessable
and free of preemptive rights. MWEX has no outstanding warrants, or other rights
to  purchase,  or  subscribe  to,  or  other  securities   convertible  into  or
exchangeable  for  any  shares  of  capital  stock  of  MWEX,  or  contracts  or
arrangements  of any kind  relating  to the  issuance,  sale or  transfer of any
capital stock or other equity  securities of MWEX.  This Agreement has been duly
authorized,  validly executed and delivered on behalf of MWEX and is a valid and
binding  agreement  and  obligation of MWEX  enforceable  against the parties in
accordance  with its terms,  subject to  limitations  on  enforcement by general
principles of equity and by bankruptcy or other laws  affecting the  enforcement
of creditors' rights generally,  and MWEX has complete and unrestricted power to
enter into and to consummate the transactions contemplated by this Agreement.

     3.3 Neither the making of nor the compliance  with the terms and provisions
of this Agreement and  consummation of the transactions  contemplated  herein by
MWEX will  conflict  with or result in a breach or  violation of the Articles of
Incorporation or Bylaws of MWEX, or of any material provisions of any indenture,
mortgage,  deed of trust or other material agreement or instrument to which MWEX
is a party, or of any material provision of any law, statute,  rule, regulation,
or any existing  applicable decree,  judgment or order by any court,  federal or
state regulatory body,  administrative agency, or other governmental body having
jurisdiction  over MWEX, or any of its material  properties  or assets,  or will
result in the creation or imposition of any material lien, charge or encumbrance
upon any  material  property  or  assets  of MWEX  pursuant  to the terms of any
agreement or  instrument  to which MWEX is a party or by which MWEX may be bound
or to which any of MWEX property is subject and no event has occurred with which
lapse of time or action by a third  party could  result in a material  breach or
violation of or default by MWEX.

     3.4   There  is  no  claim,   legal   action,   arbitration,   governmental
investigation or other legal or administrative proceeding, nor any order, decree
or judgment in progress,  pending or in effect, or to the best knowledge of MWEX
threatened  against  or  relating  to  MWEX  or  affecting  any of  its  assets,
properties,  business or capital  stock  (except  lawsuits  with forced  pooling
parties).  There is no  continuing  order,  injunction  or decree of any  court,

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arbitrator or  governmental  authority to which MWEX is a party or by which MWEX
or its assets, properties, business or capital stock are bound.

     3.5 MWEX has accurately prepared and filed all federal, state and other tax
returns  required by law,  domestic and  foreign,  to be filed by it through its
fiscal  2003 year and has paid or made  provisions  for the payment of all taxes
shown to be due and all additional  assessments,  and adequate  provisions  have
been and are reflected in the financial statements of MWEX for all current taxes
and other  charges to which MWEX is subject and which are not  currently due and
payable. None of the Federal income tax returns of MWEX have been audited by the
Internal Revenue Service or other foreign  governmental tax agency.  MWEX has no
knowledge of any additional assessments, adjustments or contingent tax liability
(whether  federal or state)  pending or threatened  against MWEX for any period,
nor of any basis for any such assessment, adjustment or contingency.

     3.6 MWEX has delivered to Buyers  unaudited  financial  statements  for the
period ended June 30, 2004. All such  statements,  herein sometimes called "MWEX
Financial  Statements"  are complete and correct in all material  respects  and,
together  with the  notes to these  financial  statements,  present  fairly  the
financial  position and results of operations of MWEX for the periods  indicated
within the knowledge of MWEX and/or  Seller.  All  financial  statements of MWEX
have been prepared in accordance with generally accepted accounting principles.

     3.7  As of  the  date  hereof,  MWEX,  represents  and  warrants  that  all
outstanding  indebtedness  of  MWEX  is as  shown  on the  financial  statements
attached  hereto (the updated  statements),  except debts shown in June 30, 2004
financial statements, and accruals since December 31, 2003. Any and all accruals
to  officers  and  directors  shall be waived and  released  by each  officer or
director, in writing at closing.

     3.8 Since the dates of the updated MWEX  Financial  Statements,  there have
not been any material adverse changes in the business or condition, financial or
otherwise,  of MWEX within the  knowledge of MWEX and/or  Seller.  MWEX does not
have any liabilities, commitments or obligations, secured or unsecured except as
shown  on  updated  financials   (whether  accrued,   absolute,   contingent  or
otherwise),  and except for accruals, for legal fees and costs,  consulting fees
and costs of this transaction.

     3.9 MWEX is not a party to any contract performable in the future.

     3.10 The  representations  and  warranties of MWEX and Seller shall be true
and correct as of the date hereof.

     3.11 MWEX has delivered to Buyers,  all of its corporate  books and records
for review, and will turn over all original corporate records at closing

     3.12 MWEX has no employee benefit plan in effect at this time.

     3.13 No representation or warranty by MWEX or the Seller in this Agreement,
or any certificate  delivered pursuant hereto contains any untrue statement of a
material  fact or  omits to state  any  material  fact  necessary  to make  such
representation or warranty not misleading.

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     3.14 Buyer has received  copies of Form 10KSB as filed with the  Securities
and  Exchange  Commission  ("SEC")  which  included  audits  for the year  ended
December 31, 2003 and each of its other reports to  shareholders  filed with the
SEC through the period of June 30, 2004. MWEX is a registered  company under the
Securities Exchange Act of 1934, as amended and is current in its filings.

     3.15  MWEX has not made to  Buyers  any  general  solicitation  or  general
advertising regarding the shares of MWEX common stock.

     3.16 MWEX has  incurred  no  liabilities  except as shown on the  financial
statements  or  referenced  in 3.7  hereof  and fees in  conjunction  with  this
transaction.

     3.17 It is a requirement that the New Share Purchase proceeds shall be used
to pay on going reporting and maintenance costs.

                              Procedure for Closing

     4.1 On August 15, the subscription  shall be consummated after satisfaction
of all  conditions  precedent  set forth in Article V and VIII,  and MWEX common
stock certificates for the 12,980,729  Purchase Shares shall be delivered,  upon
receipt of the  Consideration  for the  Subscription,  together with issuance or
delivery of all other items,  agreements,  warranties,  and  representations set
forth in this Agreement.


                                    ARTICLE V

                           Conditions Precedent to the
                          Consummation of the Purchase

     The following are conditions precedent to the consummation of the Agreement
on or before the Closing Date:

     5.1 MWEX shall  have  performed  and  complied  with all of its  respective
obligations  hereunder  which are to be complied  with or performed on or before
the Closing Date.

     5.2 No action,  suit or proceeding shall have been instituted or shall have
been  threatened  before any court or other  governmental  body or by any public
authority to restrain,  enjoin or prohibit the transactions contemplated herein,
or which might subject any of the parties hereto or their  directors or officers
to any material liability,  fine,  forfeiture or penalty on the grounds that the
transactions  contemplated  hereby,  the parties  hereto or their  directors  or
officers, have violated any applicable law or regulation or have otherwise acted
improperly in connection  with the  transactions  contemplated  hereby,  and the
parties  hereto  have been  advised  by  counsel  that,  in the  opinion of such
counsel,  such action, suit or proceeding raises substantial questions of law or
fact which could  reasonably  be decided  adversely  to any party  hereto or its
directors or officers.

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     5.3 The representations and warranties made by MWEX in this Agreement shall
be true as though such  representations and warranties had been made or given on
and as of the Closing Date, except to the extent that such  representations  and
warranties may be untrue on and as of the Closing Date because of changes caused
by transactions suggested or approved in writing by the Buyers.

                                   ARTICLE VI

                           Termination and Abandonment

     6.1 Anything  contained in this Agreement to the contrary  notwithstanding,
the  Agreement  may be  terminated  and abandoned at any time prior to or on the
Closing Date:

     (a)  By mutual consent of parties;

     (b)  By either party,  if any condition set forth in Article V or any other
          Article  relating  to the other party has not been met or has not been
          waived;

     (c)  By Buyers,  if any suit,  action, or other proceeding shall be pending
          or threatened by the federal or a state government before any court or
          governmental agency, in which it is sought to restrain,  prohibit,  or
          otherwise  affect the  consummation of the  transactions  contemplated
          hereby;

     (d)  By Buyers, if there is discovered any material error,  misstatement or
          omission in the representations and warranties of another party;

     (e)  By MWEX,  if the  Subscription  payment  does not  occur,  through  no
          failure to act by MWEX,  on  November 4, 2004,  or if Buyers  fails to
          deliver the consideration required herein;

     (f)  If all of the  outstanding  liabilities  fees and  accruals  cannot be
          settled at closing;

     6.2 Any of the terms or conditions  of this  Agreement may be waived at any
time by the party which is entitled to the benefit  thereof,  by action taken by
its Board of Directors provided;  however,  that such action shall be taken only
if, in the  judgment of the Board of  Directors  taking the action,  such waiver
will not have a materially  adverse  effect on the benefits  intended under this
Agreement to the party waiving such term or condition.

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                                   ARTICLE VII

                         Continuing Representations and
                            Warranties and Covenants

     7.1  The  respective  representations,  warranties,  and  covenants  of the
parties  hereto and  agreements  of the parties  hereto shall  survive after the
closing under this  Agreement for a period of two years  hereafter in accordance
with the terms thereof.


                                  ARTICLE VIII

                                  Miscellaneous

     8.1 This Agreement  embodies the entire agreement between the parties,  and
there have been and are no agreements,  representations  or warranties among the
parties other than those set forth herein or those  provided for herein,  except
that a companion  document,  the  Reorganization  Agreement,  has been  executed
concurrently which contains numerous warranties and representations.

     8.2  To  facilitate  the  execution  of  this  Agreement,   any  number  of
counterparts  hereof may be executed,  and each such counterpart shall be deemed
to  be  an  original  instrument,  but  all  such  counterparts  together  shall
constitute but one instrument.

     8.3 All parties to this  Agreement  agree that if it becomes  necessary  or
desirable to execute further instruments or to make such other assurances as are
deemed  necessary,  the party  requested  to do so will use its best  efforts to
provide such executed  instruments or do all things necessary or proper to carry
out the purpose of this Agreement.

     8.4 This  Agreement  may not be amended  except by written  consent of both
parties.

     8.5 Any notices,  requests,  or other communications  required or permitted
hereunder shall be delivered  personally or sent by overnight  courier  service,
prepaid, addressed as follows:

To MWEX:          Mountains West Exploration, Inc.
                  P.O. Box 754
                  Trinidad, CO  81082

To Seller:        Mountains West Exploration, Inc.
                  P.O. Box 754
                  Trinidad, CO  81082

To Buyer:         Skye Blue Ventures, LLC
                  2000 Wadsworth Blvd., #179
                  Lakewood, CO 80214

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or such other  addresses as shall be furnished in writing by any party,  and any
such notice or  communication  shall be deemed to have been given as of the date
received.

     8.6 No press  release or public  statement  will be issued  relating to the
transactions contemplated by this Agreement without prior approval of the Buyers
and  Sellers.  However,  MWEX may issue at any time any press  release  or other
public  statement  it believes on the advice of its counsel it is  obligated  to
issue to avoid liability  under the law relating to  disclosures,  but the party
issuing such press release or public statement shall make a reasonable effort to
give the other party prior  notice of and  opportunity  to  participate  in such
release or statement.

     8.7 This  Agreement  shall be governed by and construed in accordance  with
and  enforced  under  the  laws  of the  state  of  Colorado  applicable  to all
agreements  made  hereunder.  Venue  and  jurisdiction  for  any  legal  actions
hereunder shall be District Court in and for Jefferson County, Colorado.

     8.8 In the event of a breach or  default  of this  Agreement  or any of the
continuing  covenants  hereunder  which  results  in a  party  or  any  effected
shareholder  who  is  a  beneficiary  of a  surviving  or  continuing  covenant,
commencing  legal  action,  the  prevailing  party in such legal action shall be
entitled  to an award of all legal  fees and costs of the  action,  against  the
non-prevailing party.

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     IN WITNESS  WHEREOF,  the parties have executed this Agreement this 3rd day
of November, 2004.

MOUNTAINS WEST EXPLORATION, INC.



By: _________________________________

Name: _______________________________

Title: ________________________________



BUYERS:

Skye Blue Ventures, LLC

By:________________________________























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