MW SHARE PURCHASE AGREEMENT

         This Share Purchase  Agreement  ("Agreement"),  dated as of November__,
2005, by and among Mountains West  Exploration,  Inc., a New Mexico  corporation
("MW")  Denis  Iler  ("Guarantor"),  LD  Acquisition  LLC,  a  Delaware  limited
liability company,  or it assigns ("Buyer"),  and for certain purposes set forth
herein, Michael Littman, Esq. ("Escrow Agent").

                              W I T N E S S E T H:

          A. WHEREAS,  MW is a corporation  duly organized and validly  existing
under the laws of the State of New Mexico.

         B. WHEREAS,  Buyer  desires to purchase an aggregate of 300,000  shares
(the "Purchase Shares") of MW's common stock, no par value (the "Common Stock"),
and MW desires to issue and sell the Purchase Shares to Buyer.

         C.  WHEREAS,  Buyer  shall  also  loan  funds  to MW in the  amount  of
$197,000.00 in exchange for which Buyer shall be issued a warrant to purchase up
to 10,000,000 shares of Common Stock.

         D  WHEREAS,   Guarantor  wishes  to  guaranty  the  obligations  of  MW
hereunder,  and such guaranty is a material  inducement  to Buyer  entering into
this Agreement.



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

Article I

                            The PURCHASE and THE LOAN

         1.1 Subject to the terms and conditions set forth herein, MW shall sell
to Buyer and Buyer shall purchase an aggregate of 300,000 newly issued shares of
Common Stock from MW. The purchase price for such Purchase  Shares to be paid by
Buyer to MW is $3,000.00 (the "Consideration").  The Consideration shall be paid
at closing by a wire transfer or transmittal of a cashier's  check to the escrow
account for Mountains West Exploration, Inc. maintained by the Escrow Agent (the
"Escrow Account").

         1.2 Subject to the terms and  conditions  set forth  herein,  the Buyer
shall lend $197,000 to MW and MW shall issue a promissory  note  evidencing such
loan and grant to Buyer a warrant to purchase up to 10,000,000  shares of Common
Stock.



<PAGE>





                                   Article II

                   Closing and Issuance of Shares and Warrant

2.1 The Purchase Shares shall be issued by MW and delivered to Buyer duly issued
fully paid and  non-assessable by depositing same with Escrow Agent for delivery
to Buyer,  upon receipt of the  Consideration  by MW, and satisfaction of a) the
procedures in Article IV, and b) the conditions precedent in Article V.

2.2 Buyer shall lend to MW an amount equal to $197,000.00  (the "loan proceeds")
as evidenced by the form of promissory  note  attached  hereto as Exhibit A (the
"Note").

2.3 MW shall issue to the Buyer a warrant to purchase up to 10,000,000 shares as
evidenced by the form of warrant attached hereto as Exhibit B (the "Warrant").

2.4 The closing of the transactions contemplated hereunder shall be completed by
delivery  to  Escrow  Account  of  the  requisite   closing  documents  and  the
Consideration,  and delivery of the share certificate(s) for the Purchase Shares
on or before  November __, 2005 at 5:00 p.m. PST  ("Closing  Date"),  subject to
satisfaction of the terms and conditions set forth herein. The 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.

                                  Article III

                    Representations, Warranties and Covenants

         Each of MW and  Guarantor  hereby  jointly  and  severally  represents,
warrants and covenants to Buyer and agrees to those items specified  below,  and
Escrow  Agent  jointly and  severally  represents  and warrants to Buyer (to the
extent specifically referencing Escrow Agent), each as follows:

3.1 MW 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 to own or lease its  properties  and to carry on its business as it is
now being  conducted.  MW has no active  business  operations or employees.  The
Articles of Incorporation of MW, as amended (the "Articles"),  and the Bylaws of
MW, as amended (the "Bylaws"),  are complete and accurate,  and the minute books
of MW, copies of which have also been made available 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 MW. Schedule 3.1
hereto  contains true,  complete and accurate copies of the Articles and Bylaws,
as certified by an officer of MW.



<PAGE>





3.2 The  authorized  capital stock of MW consists of 50,000,000  shares,  all of
which are designated Common Stock. MW has no preferred stock authorized,  issued
or  outstanding.  There are  1,000,018  shares of Common  Stock of MW issued and
outstanding.   All  such   shares  of  MW  are  validly   issued,   fully  paid,
non-assessable  and free of preemptive  rights.  MW has no outstanding  options,
warrants,  or other rights to purchase,  or  subscribe  to, or other  securities
convertible  into or  exchangeable  for any  shares of  capital  stock of MW, or
contracts or arrangements of any kind relating to the issuance, sale or transfer
of any capital stock or other equity  securities  of MW. All of the  outstanding
shares of capital stock of MW have been offered,  issued,  sold and delivered in
compliance  with applicable  federal and state  securities laws and none of such
securities were, at the time of issuance,  subject to preemptive rights. None of
such issued and outstanding  shares is the subject of any voting trust agreement
relating to the voting  thereof or  restricting  in any way the sale or transfer
thereof.

3.3 When issued, the Purchase Shares shall be issued, fully paid, non-assessable
and free of  preemptive  rights and, the Buyer will acquire good and valid title
to the Purchase Shares, free and clear of any lien, pledge, security interest or
other  encumbrance.  None of the  Purchase  Shares are the subject of any voting
trust agreement or other agreement relating to the voting thereof or restricting
in any way the sale or transfer thereof.

3.4 MW does not own nor has it owned,  in the last three years,  any outstanding
shares of capital  stock or other  equity  interests of any  partnership,  joint
venture, trust, corporation, limited liability company or other entity and there
are no obligations of MW to repurchase,  redeem or otherwise acquire any capital
stock or equity interest of another entity.

3.5 This Agreement has been duly  authorized,  validly executed and delivered on
behalf of MW,  Guarantor  and Escrow Agent and is a valid and binding  agreement
and  obligation  of MW,  Guarantor  and Escrow  Agent,  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 each of MW, Guarantor and Escrow
Agent  has  complete  and  unrestricted  power  to  enter  into  and,  upon  the
appropriate  approvals  as  required  by law,  to  consummate  the  transactions
contemplated by this Agreement.

3.6 Neither the making of, nor the compliance  with, the terms and provisions of
this Agreement and  consummation of the transactions  contemplated  herein by MW
will conflict  with or result in a breach or violation of the Articles,  Bylaws,
or of any  provisions  of any  indenture,  mortgage,  deed  of  trust  or  other
agreement or instrument to which MW is a party,  or of any 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 MW, or any of its  properties  or
assets,  or will result in the  creation or  imposition  of any lien,  charge or
encumbrance  upon any  property  or  assets of MW  pursuant  to the terms of any
agreement or instrument to which MW is a party or by which MW may be bound or to
which any of  property  of MW is subject  and no event has  occurred  with which
lapse of time or action by a third party could  result in a breach or  violation
of or default by MW.



<PAGE>





3.7 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 MW,  Guarantor or
Escrow  Agent  threatened  against or  relating  to MW or  affecting  any of its
assets,  properties,  business or capital  stock or with respect to  Guarantor's
interests  in MW.  There is no  continuing  order,  injunction  or decree of any
court,  arbitrator or governmental  authority to which MW is a party or by which
MW or its assets, properties, business or capital stock are bound.

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

3.9 MW has delivered to Buyer audited  financial  statements  dated December 31,
2004, and unaudited interim financial statements for September 30, 2005. Each of
MW and Escrow Agent represent and warrant that such statements, herein sometimes
called "MW  Financial  Statements,"  are  complete  and correct in all  material
respects and,  together with the notes to these  financial  statements,  present
fairly and completely the financial position and results of operations of MW for
the periods  indicated.  All  financial  statements  of MW have been prepared in
accordance with generally accepted accounting principles.

3.10 As of the date hereof,  each of MW and Escrow Agent,  represent and warrant
that all outstanding  indebtedness of MW is as shown on the financial statements
(except for such additional  liabilities  payable as set forth on Schedule 3.10)
and  all  such  scheduled   indebtedness,   if  any,  which  will  be  the  sole
responsibility  of MW and shall be paid in full by MW at or before the  closing.
In  addition,  at the  closing,  MW  shall  provide  updated  interim  financial
statements  as of the Closing  Date  specifying  all accrued  liabilities  of MW
through such date (including accrued,  unpaid legal fees of Escrow Agent through
the  Closing  Date) and shall  further  cause  all of such  accrued  liabilities
through the Closing Date to be paid on or before the closing.

3.11 Since the respective dates of the MW Financial  Statements,  there have not
been any material  adverse  changes in the  business or condition or  prospects,
financial or otherwise, of MW. MW does not have any liabilities,  commitments or
obligations, secured or unsecured except as shown on updated financials (whether
accrued, absolute,  contingent or otherwise), or accrued expenses related to the
transactions  contemplated by this  Agreement,  and which shall be fully paid at
the closing.



<PAGE>





3.12 MW is not a party to any  contract  performable  in the  future.  MW is not
party to or liable on any existing contract or subject to any existing contract,
except its Transfer Agent  Agreement  which contains no material  obligations of
the Company.  MW shall not enter into any contract from the date hereof  through
the Closing Date without the prior written consent of Buyer.

3.13 The  representations  and warranties of the MW,  Guarantor and Escrow Agent
set forth herein shall be true and correct as of the date hereof and the Closing
Date.

3.14 MW shall deliver to Buyer all of its corporate books and records at
closing.

3.15 MW has no  employee  benefit  plan in effect at this time (nor any  accrued
liabilities related to any prior plan), and no open benefits or stock options or
warrants are outstanding as of date hereof and it is not now, nor ever has been,
part of a controlled group contributing to any defined  contribution plan and is
not, nor never has been, a party to any collective bargaining agreement or other
employment contracts.

3.16 No  representation  or warranty by MW,  Guarantor  or Escrow  Agent in this
Agreement,  or any certificate,  report or certificate delivered pursuant hereto
or in connection with the transactions  contemplated  hereby contains any untrue
statement of a material  fact or omits to state any material  fact  necessary to
make such  representation  or warranty not misleading.  or omits or will omit to
state a material  fact  necessary in order to provide Buyer with full and proper
information  as to  the  business,  financial  condition,  assets,  liabilities,
results of operation or prospects of MW.

3.17 Buyer has  received a copy of MW's most recent Form 10KSB as filed with the
Securities  and Exchange  Commission  ("SEC") which include  audits for the year
ended December 31, 2004 and each of its other reports filed with the SEC through
the period ended  September  30,  2005.  MW is a  registered  company  under the
Securities Exchange Act of 1934, as amended.

3.18 Each of MW and the  Guarantor  represent  and warrant that MW has filed all
reports  required  to be filed  by it  under,  and is in  compliance  with,  the
Securities  Exchange Act of 1934, as amended (the "Federal Securities Laws"). No
such reports,  or any reports contained any untrue statement of material fact or
omitted to state any material fact required to be stated therein or necessary to
make the statements in such report,  in light of the  circumstances  under which
they were  made,  not  misleading.  Following  the  closing,  MW shall  make all
necessary filings related to the transaction  contemplated  hereby in accordance
with applicable Federal Securities Laws.

3.19 Buyer has not  received  any general  solicitation  or general  advertising
regarding the shares of MW's Common Stock.



<PAGE>





3.20 MW has no  Liabilities  except as shown on the  financial  statements,  and
those  fees  incurred  in this  transaction  which  shall be paid at or prior to
closing by MW.  "Liabilities"  shall mean any direct or  indirect  indebtedness,
liability, claim, loss, damage, deficiency, obligation or responsibility,  known
or unknown,  fixed or unfixed,  choate or inchoate,  liquidated or unliquidated,
secured or unsecured,  accrued,  absolute,  contingent or otherwise,  including,
without limitation,  liabilities on account of taxes, other governmental charges
or  litigation,  whether or not of a kind  required by GAAP to be set forth on a
financial statement.

3.21 MW and Escrow Agent  represent and warrant that there have been no material
changes,  debts,  or  liabilities  incurred  by MW since  the date of 10QSB  for
September  30, 2005, or since then to date hereof,  except legal and  accounting
fees for such 10QSB filing and the legal fees incurred in this transaction.

3.22 Buyer will receive a good standing certificate from the State of New Mexico
and an updated list of the Company's  shareholders (the  "Shareholder  List") at
the time of closing.

3.23     There are presently two (2) directors of MW and no director nominees.

3.24 MW does  not own any fee  simple  interest  in real  property.  MW does not
lease, sublease, or have any other contractual interest in any real property.

3.25 MW is not a party to any guaranty, and no person is a party to any guaranty
for the benefit of MW.

3.26 None of the  property  used by MW presently or in the past has been used to
manufacture,  treat,  store,  or dispose  of any  hazardous  substance  and such
property is free of all such  substances such that the condition of the property
is in compliance  with applicable  environmental  laws. MW is in compliance with
all  environmental  law  applicable  to MW or its  business  and has received no
notice of any noncompliance with such laws.

                                   Article IV

                              Procedure for Closing

4.1 At the Closing Date, the purchase,  sale and loan shall be consummated after
satisfaction  of all  conditions  precedent  set  forth  in  Article  V, by MW's
delivery of common stock  certificates  for the Purchase Shares to Escrow Agent,
and Buyer's delivery of the  Consideration  for the Purchase Shares and the loan
proceeds to Escrow Agent, together with delivery of all other items, agreements,
warranties, and representations set forth in this Agreement,  including the Note
and the Warrant.

4.2 Escrow Agent for  transaction is Michael A. Littman  Attorney,  7609 Ralston
Road,  Arvada,  CO  80002.  The  Consideration  and the loan  proceeds  shall be
disbursed from the Escrow  Account in accordance  with Schedule A to be attached
hereto.



<PAGE>





                                   Article V

           Conditions Precedent to the Consummation of the Transaction

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

5.1 MW and Buyer shall have performed and complied with all of their  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.

5.3 The  representations  and warranties  made by MW in this Agreement  shall be
true as though such representations and warranties had been made or given on and
as of the Closing Date.

5.4 Seller shall provide written proof,  together with names and contact numbers
for  verification by Buyer,  that all of the accrued,  unpaid  obligations of MW
through the Closing  Date have either been  satisfied  in full or are capable of
being  satisfied in full (and will be subject to direction for  application  per
Schedule A) from the Consideration and loan proceeds,  including but not limited
to the following:

(i)  all accounts  payable and loans  outstanding as evidenced in the Form 10QSB
     for the period  ended  September  30,  2005 and as set forth on the Closing
     Date financial statements; and

(ii) all  obligations  of MW  through  closing to each of,  Michael A.  Littman,
     Jaspers & Hall LLC, and the Transfer Agent of MW, American Stock Transfer.

5.5 Seller's  counsel shall  deliver an opinion in form  reasonable to Buyer and
its counsel.



<PAGE>





                                   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 MW or Buyer,  if any  condition  set forth in Article V  relating  to the
other  party  has not  been  met or has not been  waived  by the  party to whose
benefit the condition runs;

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

(e) By MW, if the  closing  does not occur,  through no failure to act by MW, on
the  Closing  Date,  or if Buyer  fails to  deliver  the  Consideration  or loan
proceeds required herein; or

(f) By Buyer, if MW fails to take all actions necessary to effect the closing by
the Closing Date.

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 properly  authorized
action.

                                  Article VII

    Continuing Representations and Warranties and Covenants; Indemnification

7.1 The  respective  representations,  warranties,  and covenants of the parties
hereto and the  covenants  and  agreements  of the parties  hereto shall survive
after the closing under this Agreement for a period of two (2) years.

7.2 There are no  representations  whatsoever about any matter relating to MW or
any item  contained  in this  Agreement,  except as is  contained in the express
language of this Agreement.



<PAGE>





7.3 MW and Guarantor agree to jointly and severally  indemnify,  defend and hold
harmless Buyer from and against any and all demands, claims, complaints, actions
or  causes  of  action,  suits,   proceedings,   investigations,   arbitrations,
assessments,  losses, damages,  liabilities,  costs and expenses, including, but
not  limited  to,  interest,   penalties  and  reasonable  attorneys'  fees  and
disbursements ("Losses"), asserted against, imposed upon or incurred by Buyer or
MW  directly  or   indirectly,   by  reason  of  or   resulting   from  (a)  any
misrepresentation  or breach of the  representations  and  warranties of the MW,
Guarantor or Escrow Agent contained in or made pursuant to this  Agreement;  (b)
any  noncompliance  by  MW,  Guarantor  or  Escrow  Agent  with  any  covenants,
agreements or  undertakings  of MW,  Guarantor or Escrow Agent contained in this
Agreement or made pursuant to any agreement  contemplated  by this Agreement and
to which  either MW,  Guarantor  or Escrow  Agent is a party;  (c) any claims by
third  parties  against the  Purchase  Shares  arising out of or relating to any
transaction on or prior to the Closing Date; or (d) any action or inaction on or
prior to the  Closing  Date or any  state of facts  existing  on or prior to the
Closing Date.

7.4 Escrow Agent agrees to indemnify,  defend and hold  harmless  Buyer from and
against any and all Losses, asserted against,  imposed upon or incurred by Buyer
or  MW   directly  or   indirectly,   by  reason  of  or   resulting   from  any
misrepresentation  or breach of the  representations  and  warranties  of Escrow
Agent contained in or made pursuant to this Agreement.

                                  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.

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.



<PAGE>





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:

If to MW or Guarantor:                      c/o Mountains West Exploration, Inc.
                                                7609 Ralston Road
                                                Arvada, CO  80002
                              Attention:        Michael Littman
                              Facsimile:        (303) 422-8127

If to Buyer:                                c/o LD Acquisition LLC

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 MW.  However,  MW 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 Delaware  applicable to all  agreements
made hereunder.  Venue and jurisdiction for any legal actions hereunder shall be
District Court in and for Newcastle County, Delaware.

8.8 In  connection  with  this  Agreement  the Buyer has  appointed  Michael  A.
Littman,  Esq. as their Escrow Agent to do the following  upon receipt by Escrow
Agent  of a signed  certificate  from  Buyer  and  from MW  certifying  that all
conditions precedent to closing have been satisfied in full:

(a) Transmit the  Consideration of $3.000.00 for purchase newly issued shares to
MW and the  $197,000.00  of the loan  proceeds  to MW  (which  amounts  shall be
applied to the satisfaction of the liabilities set forth on Schedule A);

(b)      Accept the Note and the Warrant.

(c) Accept the common stock  certificate  of MW with duly signed and  guaranteed
signatures for the newly issued  certificate  for an aggregate of 300,000 shares
of MW Common Stock for delivery to Buyer and its designees;



<PAGE>





(d) Transmit by Federal Express the stock certificates, the Note and the Warrant
to Buyer pursuant to their instruction at the notice address set forth above;

(e) In the event of default in delivery of cash or certificates by a party under
this agreement,  any cash or certificates received from the other party shall be
returned to the  remitting  party three (3)  business  days after  demand by the
remitting party; and

(f) Escrow Agent is  specifically  indemnified  and held harmless hereby for his
actions or inactions in following these instructions.  In the event of a dispute
involving  the escrow  instructions  or the  consideration  to be  delivered  in
escrow,  the Escrow Agent is  authorized to implead the  consideration  received
into the District Court of Jefferson County Colorado upon ten (10) days' written
notice,  and be relieved of any further  escrow  duties  thereupon.  Any and all
costs of  attorneys'  fees and legal  actions  of Escrow  Agent for any  dispute
resolution  or impleader  action shall be paid in equal shares by the parties to
this agreement.

8.9 Escrow  Agent  shall be  authorized  to disburse  funds upon  receipt of the
payment for the purchase shares in accordance with MW's written instructions.

8.10 MW agrees to appoint the  Buyer's  designee  as  President,  and Denis Iler
shall  immediately  resign as the  President of MW, upon  closing.  MW agrees to
cause its Board of Directors to execute  minutes  appointing  two (2) of Buyer's
designee(s)  as directors of MW  concurrent  with the closing  hereunder  and to
cause  the  delivery  at  closing  of the  resignations  of each of its  current
directors  effective  twenty (20) days  following the Closing Date.  Buyer shall
provide the names of the  appointees for officers as soon as the Buyer wishes to
have the persons  appointed to the offices.  Seller's  current  directors  shall
resign effective ten (10) days after mailing of Notice to Shareholders  pursuant
to Section 14(f) of the Securities & Exchange Act of 1934.

8.11 Guarantor hereby unconditionally, absolutely and irrevocably guarantees the
full and punctual  payment and  performance  when due,  whether by  declaration,
acceleration,  demand,  or otherwise,  of MW or Escrow  Agent.  The liability of
Guarantor  is  irrevocable,  absolute,  independent  and  unconditional  and  is
exclusive  and  independent  of any security for or other,  and the liability of
Guarantor  hereunder shall not be affected or impaired by any  circumstances  or
occurrence whatsoever.

8.12  Buyer  reserves  the right to assign  any of its  rights  and  obligations
hereunder to an affiliate.

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<PAGE>



         IN WITNESS WHEREOF, the parties have executed this Agreement this _____
day of November, 2005.

                                  MW:

                                  Mountains West Exploration, Inc., a New Mexico
                                  Corporation

                                 By:_______________________________

                                 Its:_____________________________

                                  BUYER:

                                  LD Acquisition LLC, a Delaware
                                  limited liability company
GUARANTOR:
------------------------------------

                                 ESCROW AGENT:





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                                   schedule a

                    application of Funds from Share Purchase



         Legal Fees                         $____________

         Accounting Fees                    $____________

         Transfer Agent Fees                $____________