SECURITY AGREEMENT


         THIS  SECURITY  AGREEMENT  (the  "Agreement")  is  entered  into  as of
November __, 2005, by and between Mountains West Exploration,  Inc. ("Borrower")
and LD Acquisition LLC (the "Secured Party").

A.   The Secured Party has loaned Borrower an aggregate of $197,000 evidenced by
     the promissory note dated as of the date hereof (the "Promissory Note").

B.   As an inducement to make the loan, Borrower has agreed to grant the Secured
     Party a security  interest in the assets of Borrower  pursuant to the terms
     of this Agreement.

         NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein, the parties hereto agree as follows:

1.   Grant of Security  Interest.  Borrower  hereby  grants,  pledges,  assigns,
     transfers  and  delivers  to the Secured  Party a security  interest in the
     following property of Borrower (hereinafter called the "Collateral"):

                  (a) accounts,  accounts  receivable,  chattel paper,  contract
rights,  leases,  leasehold  interests,  letter of credit  rights,  instruments,
documents, investment property, software, patents, copyrights, trademarks, trade
names, beneficial interests and general intangibles,

               (b) certificated or uncertificated securities,

               (c)  goods,  including,  without  limitation,  all of  Borrower's
          consumer goods, equipment, fixtures and inventory,

               (d) documents and instruments,

               (e) liens,  guaranties and other rights and privileges pertaining
          to any of the foregoing,

               (f)  all  accessions  to the  foregoing  and  all  substitutions,
          renewals,  improvements  and  replacements  of  and  additions  to the
          foregoing,

               (g) all books,  records and computer  records in any way relating
          to the foregoing, and

               (h) all proceeds and products of any of the foregoing.

         The  Collateral  shall secure  payment and  performance  of  Borrower's
obligations under the Promissory Note (the "Obligations"). All references to the
"Code" shall refer to the Uniform  Commercial Code of the State of Delaware,  as
amended from time to time.


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         2.  Authorization to File. The Borrower hereby  irrevocably  authorizes
the  Secured  Party at any time  and  from  time to time to file in any  Uniform
Commercial Code  jurisdiction  any initial  financing  statements and amendments
thereto that (a) indicate  the  Collateral  (i) as all assets of the Borrower or
words of similar effect, regardless of whether any particular asset comprised in
the  Collateral  falls  within the scope of Article 9 of the Uniform  Commercial
Code of the State or such  jurisdiction,  or (ii) as being of an equal or lesser
scope or with greater detail, and (b) contain any other information  required by
Part 5 of  Article  9 of the  Uniform  Commercial  Code  of the  State  for  the
sufficiency or filing office acceptance of any financing statement or amendment,
including (i) the organization identification number issued to the Borrower and,
(ii) in the case of a financing statement filed as a fixture filing a sufficient
description  of real  property to which the  Collateral  relates.  The  Borrower
agrees to furnish  any such  information  to the  Secured  Party  promptly  upon
request.  The Borrower also ratifies its  authorization for the Secured Party to
have filed in any jurisdiction  any like financing  statements if filed prior to
the date hereof.

         3. Default.  An event of default under the Note is a default under this
Agreement (an "Event of Default").  Upon an Event of Default,  the Secured Party
may  declare  all  Obligations  immediately  due and  payable and shall have the
rights and remedies of a secured party under the Code.  Any actions taken by the
Secured Party pursuant to this Agreement shall require written consent.  Upon an
Event of Default,  if the Secured Party  exercise its rights and remedies  under
the Code, the proceeds  received from the disposition of the Collateral shall be
applied as follows:

               (a) First,  to  reimburse  the Secured  Party for its  reasonable
          expenses in connection with the collection and sale of the Collateral;

               (b) Second,  to the payment of all  principal and interest due on
          the Promissory Note; and

               (c) Third, any excess funds to Borrower.

         4. Termination of Security Agreement.  Immediately upon payment in full
of the  Obligations,  the Secured  Party shall  release any and all interest the
Secured Party have in the Collateral,  including the filing of Code  termination
statements in any  jurisdictions  where the Secured  Party filed Code  financing
statements, and this Agreement shall automatically terminate.

5.  Governing  Law.  This  Agreement  shall be  interpreted,  and the rights and
liabilities of the parties hereto  determined,  in accordance  with the internal
laws (as opposed to conflicts of law provision) of the State of Delaware.

6. Amendment and Waiver. This Agreement may not be modified, amended, altered or
supplemented  except by written  agreement  executed by all parties hereto.  Any
term or provision of this  Agreement may be waived in writing at any time by the
party that is entitled to its benefits.



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7. Counterparts.  This Agreement may be executed in several  counterparts;  each
such counterpart shall be considered an original agreement and all such executed
counterparts shall constitute one Agreement.

8. Successors and Assigns. This Agreement shall be binding upon and inure to the
benefit of the parties and their respective heirs, personal  representatives and
permitted  successors  and  assigns;  provided  that no party  may  assign  this
Agreement without the prior written consent of the other party.

9. Entire Agreement. This Agreement contains the entire agreement of the parties
and there are no other  promises or  conditions in any other  agreement  whether
oral or written.  This Agreement supersedes any prior written or oral agreements
between the parties.


     IN  WITNESS  WHEREOF,  the  parties  hereto  have  executed  this  Security
Agreement on the date first written above.


                                               Mountains West Exploration, Inc.

                                             By_________________________________
                                             Its:

                                             Address:




Accepted:

LD Acquisition LLC

By_________________________________


Its:

Address: