PROMISSORY NOTE

$197,000                                                    November  __, 2005

         FOR VALUE  RECEIVED,  Mountains  West  Exploration,  Inc., a New Mexico
corporation  (the  "Borrower"),  promises to pay to the order of LD  Acquisition
LLC, a Delaware  limited  liability  company (the "Lender") the principal sum of
One Hundred and Ninety Seven Thousand and No/100 Dollars ($197,000.00)  together
with simple interest  computed at the rate of eighteen  percent (18%) per annum.
All outstanding  principal and accrued interest shall be due and payable in full
on  __________  __, 2006.  Following  an event of default,  this Note shall bear
interest at the rate of twenty-four percent (24%) per annum.


         This Note is  secured  by the assets of the  Borrower  pursuant  to the
security agreement attached hereto as Exhibit A (the "Security Agreement").


         The Borrower  shall have the right to prepay the amounts due hereunder,
in whole or in part, at any time without premium or penalty.


         Any of the following shall be deemed an event of default:

(a) Any payment due  hereunder  shall not be paid within five (5) days after the
date when due;

(b) The Borrower  shall fail to perform or observe any other  obligation  at the
time and in the manner  required by this Note or the Security  Agreement  within
five (5) days after the Company's receipt of notice thereof;

(c) The Borrower shall: (i) generally not be paying the Borrower's debts as they
become due; (ii) file, or consent, by answer or otherwise, to the filing against
the Borrower of a petition for relief or  reorganization  or  arrangement or any
other petition in bankruptcy or insolvency  under the laws of any  jurisdiction;
(iii) make an  assignment  for the  benefit of  creditors;  (iv)  consent to the
appointment  of a  custodian,  receiver,  trustee or other  officer with similar
powers  for  itself  or  for  any  substantial  part  of  its  property;  (v) be
adjudicated  insolvent;  or (vi)  take  action  for the  purposes  of any of the
foregoing;

(d) If any court of  competent  jurisdiction  shall  enter an order  appointing,
without the consent of the  Borrower,  a custodian,  receiver,  trustee or other
officer with similar  powers with respect to the Borrower or with respect to any
substantial  part of the  property  of the  Borrower,  or if an order for relief
shall be entered in any case or proceeding for liquidation or  reorganization or
otherwise  to  take  advantage  of  any  bankruptcy  or  insolvency  law  of any
jurisdiction,  or ordering the  dissolution,  winding up or  liquidation  of the
Borrower's  property,  of if any  petition  for any such  relief  shall be filed
against the Borrower and such petition shall not be dismissed within thirty (30)
days; or

(e)  If the  Borrower  shall  sell,  transfer  or  otherwise  dispose  of all or
substantially  all of its assets or property or if shares  representing  greater
than two-thirds of the voting control of the Borrower are sold or transferred in
one transaction or a series of transactions. Upon any such event of default, and
at any time  thereafter,  the Lender  may,  by written  notice to the  Borrower,
declare the entire unpaid  principal  amount hereunder to be immediately due and
payable,  whereupon the same shall become forthwith due and payable, and proceed
to exercise any and all rights and  remedies  that the Lender may have at law or
in equity.

<PAGE>


         All  payments  made  pursuant to the terms of this Note  shall,  at the
Lender's option, be applied first to the payment of any fees,  expenses or other
costs that the Borrower is obligated to pay hereunder,  second to the payment of
accrued  interest  hereunder  and the  remainder to reduce the unpaid  principal
amount hereof


         The Borrower hereby waives presentment for payment,  demand,  notice of
non-payment,  notice of dishonor, protest of any dishonor, notice of protest and
protest of this Note.


         If any  attorney  is  engaged  to  collect  all or any  portion  of the
liabilities  of the Borrower  hereunder or to represent the Lender or any holder
hereof in any  bankruptcy,  reorganization,  receivership  or other  proceedings
affecting  creditors'  rights and  involving  a claim  under  this  Note,  or to
represent the Lender or any holder hereof in any other proceedings whatsoever in
connection  with this Note,  then the Borrower  shall be liable to the Lender or
any holder  hereof for all  reasonable  attorneys'  fees,  costs and expenses in
connection therewith, in addition to all other amounts due hereunder.


         No delay or omission on the part of the Lender in exercising any rights
or remedies  contained  herein shall operate as a waiver of such right or remedy
or of any other  right or remedy,  and no  singular  or partial  exercise of any
right or remedy  shall  preclude  any other  further  exercise  thereof,  or the
exercise  of any other  right or remedy.  A waiver of any right or remedy on any
one occasion shall not be construed as a bar or waiver of any right or remedy on
future occasions,  and no delay,  omission,  waiver or partial exercise shall be
deemed to  establish  a custom or course of dealing or  performance  between the
parties hereto.


         In the event that any provision of this Note is deemed to be invalid by
reason  of the  operation  of any  law,  this  Note  shall be  construed  as not
containing  such provision and the invalidity of such provision shall not affect
the validity of any other provisions  hereof,  and any other  provisions  hereof
which otherwise are lawful and valid shall remain in full force and effect.


         This Note  shall be  binding  upon and inure to the  benefit  of and be
enforceable  by the  respective  successors  and  assigns  of the Lender and the
Borrower.


         This  Note  may  not be  changed  or  amended  orally,  but  only by an
instrument in writing signed by the party against whom enforcement of the change
or amendment is sought.


         The validity and  interpretation  of this Note shall be governed by the
internal laws (and not the laws of conflict) of the State of Delaware.




<PAGE>




         IN WITNESS WHEREOF,  the Borrower has executed this Note on the day and
year first above written.

                                   Mountains West Exploration, Inc.

                                      By:
                                      Its:
                                      Name:



<PAGE>



                                    Exhibit A

                               Security Agreement