SHARE PURCHASE AGREEMENT

     This Share Purchase Agreement ("Agreement"),  dated as of November 3, 2004,
between Robert A. Doak, Jr., and Skye Blue Ventures, LLC (the "Buyer").


                              W I T N E S S E T H:


     A. WHEREAS, Seller is the principal shareholder and creditor.

     B.  WHEREAS,  Buyer wishes to purchase an aggregate of 9,008,332  shares of
common  stock of  Mountains  West  Exploration,  Inc.  (MWEX)  from  Seller (the
"Purchase  Shares"),  after all of the conditions  under this contract have been
performed and MWEX desires to sell the Purchase Shares to Buyer pursuant to this
agreement.

     C. WHEREAS, prior to the transaction Buyer is not an affiliate of MWEX.

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

                                   ARTICLE I

                                The Consideration

     1.1 Subject to the conditions set forth herein,  Seller shall sell to Buyer
and Buyer shall purchase  9,008,332  common shares  Mountains West  Exploration,
Inc.. The aggregate  purchase price for the shares to be paid by Buyer to Seller
is $100,000  (the  "Consideration")  of which  $100,000 is herewith paid as full
consideration  for the  purchase  of  Sellers  shares  if all of the  terms  and
conditions of this Agreement are met. ARTICLE II

                         Closing and Issuance of Shares

     2.1 The  Sellers  shares  (9,008,332)  shall be  delivered  to  Buyer  upon
delivery of the cash purchase consideration of $100,000 to Seller.

     2.2  Closing  hereunder  shall  be  completed  upon  delivery  of the  cash
consideration, 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.

                                       1

<PAGE>



                                  ARTICLE III

              Representations, Warranties and Covenants of Seller

         Seller hereby, represents, warrants and covenants to Buyer as follows:

     3.1  Mountains  West  Exploration,   Inc.  (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 Buyer at closing,  are complete and accurate,  and the minute books
of MWEX,  copies of which have also been  delivered to Buyer,  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 of Common Stock of MWEX issued and
outstanding  as of date  hereof.  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.

     3.3 This Agreement has been duly authorized, validly executed and delivered
on behalf of Seller  and is a valid and  binding  agreement  and  obligation  of
Seller 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 Seller
has  complete  and  unrestricted  power to  enter  into  and to  consummate  the
transactions contemplated by this Agreement.

     3.4 Neither the making of nor the compliance  with the terms and provisions
of this Agreement and  consummation of the transactions  contemplated  herein by
Seller 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
Seller or 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  Seller,  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 Seller or MWEX.

                                       2
<PAGE>

     3.5   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
Seller  threatened  against or relating to MWEX or affecting  any of its assets,
properties,  business or capital stock. There is no continuing order, injunction
or decree of any court,  arbitrator or governmental authority to which MWEX is a
party or by which MWEX or its assets, properties,  business or capital stock are
bound.

     3.6 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. Seller 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.

     3.7 MWEX has  delivered to Buyer  unaudited  financial  statements  for the
period ended September 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.  All  financial  statements  of MWEX  have been
prepared in accordance with generally accepted accounting principles.

     3.8  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) as of September 30, 2004. Any and all
accruals to officers and directors  shall be waived and released by each officer
or director, in writing.

     3.9 Since the dates of the updated Seller 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.  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, legal fees, consulting fees and costs of this transaction.

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

     3.11 The representations and warranties of Seller shall be true and correct
as of the date hereof and closing date.

     3.12 Seller will deliver to Buyer, all of MWEX corporate books and records,
and will turn over all original corporate records at closing.

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

                                       3
<PAGE>

     3.14 No  representation  or warranty by the MWEX 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.

     3.15 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 September 30, 2004. MWEX is a registered company under
the Securities Exchange Act of 1934, as amended and is current in its filings.

     3.16  Seller  has not made to Buyer any  general  solicitation  or  general
advertising regarding the shares of common stock.

     3.17 MWEX has  incurred  no  liabilities  except as shown on the  financial
statements  or  referenced  in 3.8  hereof  and fees in  conjunction  with  this
transaction,  which fees incurred in conjunction with this transaction  shall be
paid at closing

                              Procedure for Closing


     4.1 At the Closing Date, the purchase and sale shall be  consummated  after
satisfaction  of all  conditions  precedent  set forth in Article V and VIII, by
Seller's stock certificates for the Purchase Shares being delivered, duly signed
and  guaranteed  by Seller for 9,008,332  shares of common stock to Buyer,  upon
receipt of the Consideration  for the share purchase,  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 Seller 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 or MWEX 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.

                                       4
<PAGE>

     5.3 The  representations  and  warranties  made by Seller 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 Buyer.


                                   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 Buyer, 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 Buyer, if there is discovered any material  error,  misstatement or
          omission in the representations and warranties of another party;

     (e)  By Seller, if the Closing does not occur, through no failure to act by
          Seller,   on  closing   date,   or  if  Buyer  fails  to  deliver  the
          consideration required herein;

     (f)  If all of the outstanding liabilities 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.

                                   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.

                                       5
<PAGE>

                                  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 Seller:        Robert A. Doak, Jr.
                  P.O. Box 754
                  Trinidad, CO  81082


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


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 Buyer
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.

                                       6
<PAGE>

     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.

     8.9  Denis  Iler  shall be  appointed  at  closing  as  CEO/CFO,  effective
immediately.

     8.12 Concurrent with the consummation hereof,  Seller shall cause the Board
of MWEX to appoint two new directors, of Buyer's choice.












                                       7
<PAGE>




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

                                    ROBERT A. DOAK, JR.



                                    By: ________________________________

                                    Name: ______________________________

                                    Tile: ______________________________


BUYER:

SKYE BLUE VENTURES, LLC

By:________________________________























                                       8