THE SECURITIES  REPRESENTED BY THIS  CERTIFICATE  HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY APPLICABLE STATE SECURITIES
LAW,  AND IN THE  ABSENCE OF SUCH  REGISTRATION  MAY NOT BE SOLD OR  TRANSFERRED
UNLESS THE ISSUER OF THIS WARRANT HAS RECEIVED AN OPINION OF ITS COUNSEL,  OR OF
COUNSEL  REASONABLY  SATISFACTORY TO IT, THAT THE PROPOSED SALE OR TRANSFER WILL
NOT  VIOLATE  THE  REGISTRATION  REQUIREMENTS  OF  THE  SECURITIES  ACT  OR  ANY
APPLICABLE STATE SECURITIES LAW.


Issue Date:  November __, 2005


                       WARRANT TO PURCHASE COMMON STOCK OF

                        Mountains West Exploration, Inc.,

                           (a New Mexico corporation)

         This is to certify that LD  Acquisition  LLC or its  permitted  assigns
("Holder"), is entitled to purchase,  subject to the provisions of this Warrant,
from  MOUNTAINS  WEST  EXPLORATION,   INC.,  its  successors  and  assigns  (the
"Company"),  at any time on or after the Issue Date and for a period of ten (10)
years after the Issue Date (the "Exercise  Period"),  up to 10,000,000 shares of
Common Stock (the "Warrant Shares"),  for an exercise price of $.01 per share of
Common Stock to be issued hereunder.

         The number of shares of Common  Stock to be received  upon the exercise
of this  Warrant and the  exercise  price to be paid for a share of Common Stock
may be adjusted  from time to time as herein set forth.  The exercise  price for
the  shares of  Common  Stock in  effect  at any time is  hereinafter  sometimes
referred to as the "Exercise Price."

         Certain capitalized terms used herein are defined in Section 9.

         1. Method of Exercise. Subject to the other provisions of this Warrant,
this  Warrant  may only be  exercised  in whole or in part  during the  Exercise
Period by (i) payment of the Exercise Price by either (A) cash or a certified or
bank check,  payable to the order of the Company or (B) a written  notice to the
Company  that  Holder is  exercising  this  Warrant  (or a portion  thereof)  by
authorizing  the Company to withhold from issuance a number of shares of Warrant
Shares  issuable  upon  exercise of this Warrant  which when  multiplied  by the
Market Price of the Warrant Shares is equal to the aggregate Exercise Price (and
such withheld  shares shall no longer be issuable under this Warrant),  and (ii)
presentation  and  surrender  of this  Warrant to the Company  with the exercise
notice substantially in the form attached hereto as Exhibit A duly executed (the
"Exercise Notice"). Upon receipt by the Company of this Warrant and the Exercise
Notice in proper form for exercise,  the Holder shall be deemed to be the Holder
of  record  of  the  shares  of  Common  Stock   issuable  upon  such  exercise,
notwithstanding  that the stock  transfer  books of the  Company  shall  then be
closed or that  certificates  representing such shares of Common Stock shall not
then be actually delivered to the Holder. The Company shall use its best efforts
to issue the proper stock certificate within five (5) business days of receiving
all required  documentation.  Such stock  certificate shall bear such legends as
the Company may deem necessary or appropriate.


<PAGE>




         2. Payment of Taxes.  The Company  shall pay all expenses in connection
with,  and all taxes and other  governmental  charges  that may be imposed  with
respect to, the issue or delivery of this Warrant,  unless such tax or charge is
imposed by law upon Holder, in which case such taxes or charges shall be paid by
Holder.

         3. Reservation of Shares.  From and after the date hereof,  the Company
shall at all times  reserve and keep  available  for issuance and delivery  upon
exercise of this  Warrant  such number of shares of its Common Stock as shall be
sufficient to permit the exercise in full of this Warrant.  All shares of Common
Stock which shall be so issuable,  when issued upon exercise of this Warrant and
payment therefor in accordance with the terms of this Warrant, shall be duly and
validly issued and fully paid and nonassessable.

         4.  Fractional  Shares.  No  fractional  shares  or scrip  representing
fractional  shares  shall be issued  upon the  exercise  of this  Warrant.  With
respect to any fraction of a share called for upon exercise hereof,  the Company
shall pay to the Holder an amount in cash equal to such  fraction  multiplied by
the current Market Price of a full share.

         5.       Exchange, Assignment or Loss of Warrant.

                  (a) Exchange.  This Warrant is exchangeable,  without expense,
at the option of the  Holder,  upon  presentation  and  surrender  hereof to the
Company  for  other  Warrants  in  identical  form  of  different  denominations
entitling  the Holder  thereof to purchase in the  aggregate  the same number of
shares of Common Stock purchasable hereunder.

                  (b)   Assignment.   This  Warrant  may  only  be  assigned  or
transferred  by the Holder in  accordance  with the terms of this  Warrant  upon
written notice to the Company. Any assignment shall be made by surrender of this
Warrant  to the  Company  with the  assignment  form  substantially  in the form
attached hereto as Exhibit B duly executed (the "Assignment  Form"). The Company
shall,  within five (5) business  days of receipt of the Warrant and  Assignment
Form,  execute and deliver a new  Warrant in  identical  form in the name of the
assignee named in such instrument of assignment.  This Warrant may be divided or
may  be  combined  with  other   Warrants  which  carry  the  same  rights  upon
presentation  hereof at the office of the Company together with a written notice
specifying  the names and the  denominations  in which  new  Warrants  are to be
issued  and signed by the  Holder  hereof.  The term  "Warrant"  as used  herein
includes any Warrants issued in substitution  for or replacement of this Warrant
or into which this Warrant may be divided or exchanged.

                  (c) Loss. Upon receipt by the Company of evidence satisfactory
to it of the loss, theft,  destruction,  or mutilation of this Warrant,  and (in
the  case  of  loss,   theft  or   destruction)   of   reasonably   satisfactory
indemnification,  and  upon  surrender  and  cancellation  of  this  Warrant  if
mutilated,  the Company will execute and will deliver a new Warrant in identical
form. Any such new Warrant executed and delivered shall constitute an additional
contractual  obligation on the part of the Company,  whether or not this Warrant
so lost,  stolen,  destroyed or mutilated  shall be at any time  enforceable  by
anyone.


<PAGE>




         6. Rights of the Holder.  The Holder,  by virtue  hereof,  shall not be
entitled  to any rights of a  shareholder  in the  Company,  either at law or in
equity,  and the  rights of the Holder are  limited to those  expressed  in this
Warrant.

     7.  Exercise  Price.  In order to prevent  dilution of the exercise  rights
granted hereunder, the Exercise Price will be subject to adjustment from time to
time pursuant to this Section 7.

                  (a) Adjustments for Other Dividends and Distributions.  In the
event the Company at any time prior to the  expiration  of this Warrant makes or
issues,  or fixes a record date for the determination of holders of Common Stock
entitled to receive, a dividend or other  distribution  payable in securities of
the  Company  other  than  shares of Common  Stock,  then and in each such event
provision shall be made so that the Holder shall receive upon exercise  thereof,
in addition to the number of shares of Common Stock  receivable  thereupon,  the
amount of  securities  of the Company  which the Holder would have  received had
this Warrant been  exercised  for Common Stock on the date of such event and had
the Holder  thereafter,  during  the  period  from the date of such event to and
including the exercise date,  retained such securities  receivable by the Holder
as aforesaid  during such period,  subject to all other  adjustments  called for
during such period under this Section 7 with respect to the rights of the Holder
of this Warrant.

                  (b) Subdivision or Combination of Common Stock. If the Company
at any time subdivides (by any stock split, stock dividend,  recapitalization or
otherwise) one or more classes of its outstanding  shares of Common Stock into a
greater  number of shares,  the number of shares of Common  Stock for which this
Warrant is exercisable shall immediately be  proportionately  increased,  and if
the Company at any time combines (by reverse  stock split or  otherwise)  one or
more classes of its outstanding  shares of Common Stock into a smaller number of
shares,  the  number  of  shares of Common  Stock  for  which  this  Warrant  is
exercisable shall immediately be proportionately decreased.

                  (c) Reorganization, Reclassification, Consolidation, Merger or
Sale. Any capital  reorganization,  reclassification,  consolidation,  merger or
sale of all or substantially all of the Company's assets to another Person which
is effected in such a way that  holders of Common  Stock are entitled to receive
(either  directly or upon subsequent  liquidation)  stock,  securities or assets
with  respect to or in  exchange  for Common  Stock is  referred to herein as an
"Organic Change".  Prior to the consummation of any Organic Change,  the Company
shall provide  Holder with notice of such Organic  Change,  such notice to be at
least  thirty (30) days prior to the  consummation  of the Organic  Change.  The
Holder shall have a period of thirty (30) days to exercise  this Warrant  (which
exercise may be conditioned upon the  consummation of the Organic  Change),  and
upon  consummation  of the Organic  Change,  this  Warrant  and any  unexercised
Warrant Shares shall automatically terminate. In the event the Organic Change is
not consummated, this Warrant shall remain in full force and effect.


<PAGE>




                  (d)  Certain   Events.   If  any  event  occurs  of  the  type
contemplated by the provisions of this Section 7 but not expressly  provided for
by such  provisions,  then the Company's board of directors and the Company will
make an appropriate adjustment in the Exercise Price so as to protect the rights
of the Holder hereunder.

         9.       Definitions.

                  "Common  Stock"  means,  collectively,  the  Company's  Common
Stock, no par value, and any capital stock of any class of the Company hereafter
authorized  which is not limited to a fixed sum or  percentage  of par or stated
value in  respect  to the  rights  of the  holders  thereof  to  participate  in
dividends or in the distribution of assets upon any liquidation,  dissolution or
winding up of the Company.

                  "Market  Price"  of any  security  means  the  average  of the
closing prices of such  security's  sales on all  securities  exchanges on which
such  security may at the time be listed,  or, if there has been no sales on any
such exchange on any day, the average of the highest bid and lowest asked prices
on all such exchanges at the end of such day, or, if on any day such security is
not so listed,  the average of the representative bid and asked prices quoted in
the  NASDAQ  System  as of 4:00  P.M.,  New York  time,  or,  if on any day such
security is not quoted in the NASDAQ System,  the average of the highest bid and
lowest  asked  prices  on such day in the  domestic  over-the-counter  market as
reported  by  the  National  Quotation  Bureau,  Incorporated,  or  any  similar
successor  organization,  in each  such case  averaged  over a period of 21 days
consisting of the day as of which "Market Price" is being  determined and the 20
consecutive business days prior to such day. If at any time such security is not
listed  on any  securities  exchange  or  quoted  in the  NASDAQ  System  or the
over-the-counter  market,  the  "Market  Price"  will be the fair value  thereof
determined by the Company's board of directors, in good faith.

                  "Person"  means  an  individual,  a  partnership,   a  limited
liability  company,  a corporation,  an  association,  a joint stock company,  a
trust, a joint venture, an unincorporated organization and a governmental entity
or any department, agency or political subdivision thereof.

         10.  Notices.  Except as  otherwise  expressly  provided,  all  notices
referred to herein will be in writing and will be  delivered  by  registered  or
certified mail, return receipt requested,  postage prepaid and will be deemed to
have been  given when so mailed (i) to the  Company at its  principal  executive
offices  and (ii) to Holder  at  Holder's  address  as it  appears  in the stock
records of the Company (unless otherwise indicated by Holder).

     11.  Applicable  Law.  This Warrant  shall be governed by and  construed in
accordance with the laws of the State of Delaware.

                  [Remainder of Page Intentionally Left Blank]


<PAGE>



     IN WITNESS  WHEREOF,  Mountains  West  Exploration,  Inc.  has caused  this
Warrant to be signed by its duly authorized officer and dated as of the date set
forth above.


                                                Mountains West Exploration, Inc.



                                             By_________________________________




<PAGE>



Exhibit A

                                 Exercise Notice


                 [To be executed only upon exercise of Warrant]

         The undersigned  registered owner of this Warrant irrevocably exercises
this Warrant for the purchase of __________  Shares of Common Stock of MOUNTAINS
WEST EXPLORATION,  INC., and herewith makes payment  therefor,  all at the price
and on the terms and  conditions  specified in this  Warrant and  requests  that
certificates for the shares of Common Stock hereby purchased (and any securities
or property  issuable upon such exercise) be issued in the name of and delivered
to _________________________  whose address is _________________________ and, if
such shares of Common  Stock shall not include all of the shares of Common Stock
issuable as provided in this Warrant,  that a new Warrant of like tenor and date
for the balance of the shares of Common Stock issuable hereunder be delivered to
the undersigned.


Dated: __________                              _________________________________
                                                 (Name of Registered Owner)

                                               ---------------------------------
                                              (Signature of Registered Owner)

                                               ---------------------------------
                                                   (Street Address)

                                               ---------------------------------
                                            (City)        (State)     (Zip Code)



<PAGE>



                                    Exhibit B

                                 Assignment Form


         FOR VALUE  RECEIVED the  undersigned  registered  owner of this Warrant
hereby  sells,  assigns and transfers  unto the Assignee  named below all of the
rights of the  undersigned  under this  Warrant,  with  respect to the number of
shares of Common Stock set forth below:

                                                           No. of Shares of
Name and Address of Assignee                               Common Stock







and if such shares of Common Stock shall not include all of the shares of Common
Stock issuable as provided in this Warrant,  then new Warrants of like tenor and
date shall be issued.  The undersigned  does hereby  irrevocably  constitute and
appoint _________________________  attorney-in-fact to register such transfer on
the books of Mountains West Exploration,  Inc., for the purpose, with full power
of substitution in the premises.

Dated: __________                         _________________________________
                                          (Name of Registered Owner)

                                           ---------------------------------
                                          (Signature of Registered Owner)