8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 7, 2007

Mountains West Exploration, Inc.

(Exact Name of Registrant as Specified in Its Charter)

New Mexico	0-9500	85-0280415
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

2001 Butterfield Road, Suite 1050, Downers Grove, IL 60515

(Address of Principal Executive Offices, Including Zip Code)

(630) 271-8590

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

Item 1.01	Entry into a Material Definitive Agreement
Item 2.01	Completion of Acquisition or Disposition of Assets
Item 2.03	Creation of Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of Registrant
Item 3.02	Unregistered Sales of Equity Securities
Item 5.01	Changes in Control of Registrant
Item 5.02	Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
Item 5.03	Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.06	Change in Shell Company Status
Item 9.01	Financial Statements and Exhibits

Signature Page

Exhibit Index

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Item 1.01 Entry into a Material Definitive Agreement

Agreement to Acquire Secured Digital Storage, LLC

On November 7, 2007, Mountains West Exploration, Inc., a New Mexico corporation (the “Company”), entered into a Membership Interest Purchase Agreement (the “SDS Agreement”) by and among the Company, Secured Digital Storage LLC, a Nevada limited liability company (“SDS”) and the members of SDS. Also party to the Agreement for the specific purposes called for therein was William M. Lynes and an initial escrow agent. The transactions contemplated pursuant to the SDS Agreement (the “SDS Acquisition”) were consummated on November 7, 2007 (the “Closing Date”).

Pursuant to the terms of the SDS Agreement, the Company agreed to acquire all of the outstanding membership interests of SDS in exchange for certain stock consideration. The Company accomplished the transaction through the direct acquisition of all outstanding membership interests in SDS.

The aggregate consideration paid to the SDS members in connection with the SDS Acquisition was 7,500,000 shares of the Company’s common stock, no par value (the “Transaction Shares”). 1,500,000 Transaction Shares have been held back as security in connection with certain indemnification obligations of SDS, and its members and the sellers agent.

Pursuant to the terms of the SDS operating agreement, a consent of 75% of the members is required for the approved sale of the Company. Once such consent is obtained all members are required to deliver the documentation necessary in connection with the closing of such approved sale, including a sale of membership interests. While consents in excess of 75% were received, certain members of SDS have not made the required closing deliveries, as obligated. The Company is holding the Transaction Shares due to such members, pending proper delivery of such items.

The Transaction Shares are unregistered, restricted stock, and have no registration rights.

Bridge Loan

On November 12, 2007, the Company entered into a Note Purchase Agreement with each of Mr. David Lies and Mr. Patrick Terrell, whereby the Company issued promissory notes in the aggregate amount of $300,000. The Notes have an interest rate of 7% and are due and payable on February 28, 2008. In connection with such Notes, the Company issued warrants to purchase 500,000 shares of its common stock to Mr. Lies and 250,000 shares of its common stock to Mr. Terrell. The Warrants have a five year term and an exercise price of $.80.

Item 2.01 Completion of Acquisition or Disposition of Assets

As forth in Item 1.01 and incorporated herein by reference, on November 7, 2007 the Company consummated the acquisition of SDS pursuant to the SDS Agreement. The aggregate consideration paid to the SDS Members in connection with the SDS Acquisition, was 7,500,000 shares of the Company’s common stock, no par value. On November 8, 2007, the Company

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issued a press release announcing the SDS Acquisition, which press release is attached hereto and incorporated herein by reference as Exhibit 99.1.

Pursuant to Item 2.01(f) of Form 8-K, we are required to disclose the information that would be required if we were filing a general form for registration of securities on Form 10. Such information is contained in our Form 10KSB filed with the Commission on April 17, 2007, and our Forms 10QSB filed with the Commission on May 21, 2007 and August 20, 2007, respectively, except for the following information:

Security Ownership of Certain Beneficial Owners and Management. The following table sets forth beneficial ownership of the Company’s common stock as of November 13, 2007 by: (i) each director and executive officer of the Company (including options, warrants or other rights exercisable within 60 days), (ii) all officers and executive officers, as a group and (iii) all persons known by the Company to own more than 5% of the Company’s common stock. The table shows beneficial ownership of the common stock. Except as otherwise indicated, each stockholder named in the table has sole voting and investment power with respect to the shares beneficially owned. On November 13, 2007, there were 10,753,000 shares of common stock outstanding.

Named Executive Officers and Directors	Amount and Nature of Beneficial Ownership			Percent of Class
William M. Lynes, Director, CEO and Chairman of the Board	4,275,998	1	)	39.8	%
Richard L. Dent, Director	368,873			3.4	%
Peter Gross, Director	73,470			0.7	%
Donald Hauschild, CIO	600,000	3	)	5.3	%
Phil Kenny, Director	0			0.0	%
Larry Malone, Director, President and COO	840,000	4	)	7.2	%
Douglas Stukel, Director, Executive Vice President	3,759,633	5	)	27.0	%
Lee Wiskowski, Director, Executive Vice President	3,967,663	6	)	28.0	%
	13,885,627			74.1	%

1) Includes 3,833,645 shares of common stock held in Tapo Ventures, LLC, of which Mr. Lynes controls.

2) Includes an option to acquire 500,000 shares of common stock.

3) Includes vested portion of option to acquire 1,500,000 shares of common stock.

4) Includes vested portion of option to acquire 2,100,000 shares of common stock.

5) Includes 312,500 shares of common stock held in DJS Investments II, LLC, 1,500,000 stock warrants held in DJS Investments II, LLC and 259,163 shares of common stock and 1,646,000 stock warrants held in One-Seven, LLC, each of which entities are wholly owned by Mr. Stukel.

6) Includes 312,500 shares of common stock held in Grander, LLC, 1,596,000 stock warrants held in Grander, L.L.C. and 1,800,000 stock warrants held in Petabyte Ventures, LLC, each of which entities are wholly owned by Mr. Wiskowski.

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Directors and Executive Officers, Promoters and Control Persons. The following individuals are the Company’s directors and executive officers as of date of filing of this report.

Name	Age	Positions held with Company
Lee Wiskowski	40	Director, Executive Vice President
Douglas Stukel	37	Director, Executive Vice President, Secretary & Treasurer
Larry Malone	55	Director, President and COO
William M. Lynes	62	Director, CEO, Chairman of the Board
Peter Gross	57	Director
Richard L. Dent	46	Director
Phil Kenny	54	Director
Don Hauschild	52	Chief Information Officer

Background information about each newly appointed director and executive officer is set forth in Item 5.02 hereto and incorporated by reference.

Executive Compensation. No compensation was awarded to, earned by, or paid to any of the executive officers or directors of the Company in fiscal year 2006.

Description of Securities. The description of our capital stock is qualified in its entirety by the provisions of our articles of incorporation, as amended, and our bylaws, as amended. The Company has no preferred stock authorized, issued or outstanding. Each share of our common stock is entitled to one vote on every matter properly submitted to the stockholders for their vote. We have authorized capital stock consisting of 50,000,000 shares of common stock, no par value per share. Of our authorized shares of common stock 10,753,600 shares are outstanding, with approximately a total of 55 holders of record.  Holders of our common stock have no preemptive rights to purchase additional or treasury shares of our common stock or other securities of the Company.

Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters. The Company’s common stock is traded over-the-counter, under the symbol MWXI.OB. The Company’s common stock is listed by the OTC Bulletin Board Quotation. The high and low bid prices available during 2007 appear as follows; however, the OTC quotes reflect interdealer prices and are not reliable as to accuracy of individual trades and may not represent actual prices after retail mark up, mark down, or dealer discounts or commissions.

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Bid Prices - 2007
High	Low
1st Quarter	1st Quarter
$1.65	$0.77
2nd Quarter	2nd Quarter
$0.77	$0.36
3rd Quarter	3rd Quarter
$10.10	$0.70

There were approximately 55  record holders of the Company’s common stock on November 13, 2007.

The Company has never paid, and does not anticipating paying, dividends on its common stock.

The Company has no securities authorized for issuance under any equity compensation plan as of December 31, 2006.

Recent Sales of Unregistered Securities.

The Company entered into a Share Purchase Agreement (the “Purchase Agreement”) with LD Acquisition LLC, a Delaware limited liability company (“LD”) in 2005. On November 15, 2005, pursuant to the terms of the Purchase Agreement, we issued 300,000 shares of our common stock to LD, and a warrant to purchase up to 10,000,000 shares of common stock.

Item 3.02 of the report is incorporated herein by reference.

Indemnification of Directors and Officers.

New Mexico law provides for the indemnification of corporate officers, directors, and employees in some circumstances. The certificate of incorporation of the Company, as amended, provides that each of the directors and officers are generally indemnified if he acted in good faith in a manner reasonably believed to be in the best interest of the Company and had no reasonable cause to believe his conduct was unlawful with respect to a criminal proceeding or was not found liable for negligence or misconduct in the performance of his duty to the Company.

Item 2.03 Creation of Direct Financial Obligation or an Obligation under an Off-Balance sheet Arrangement of Registrant.

On November 12, 2007, the Company incurred indebtedness in the amount of $300,000 in connection with the issuance of certain bridge notes, as described in Item 2.01 and incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities

With respect to each issuance outlined in this Item 3.02, unless otherwise stated, the Company relied upon exemptions contained Section 4(2) and in Regulation D promulgated under the Securities Act of 1933, as amended, to make such issuance. The Company issued the shares in a private transaction to persons the Company believed were “accredited investors” and/or

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“sophisticated investors” not affiliated with the Company, and who were acquiring the shares as an investment for his/her/its own account, and not with a view to distribution.

As set forth in Item 2.01 and incorporated herein by reference, on November 7, 2007, the Company issued to the members of SDS in connection with the Acquisition, 7,500,000 shares of the Company’s Common Stock, subject to certain escrow contingencies.

As set forth in Item 1.01 and incorporated herein by reference, on November 12, 2007, the Company, in connection with the bridge loan financing, issued two warrants to acquire 750,000 shares (in the aggregate) of its common stock. The warrants have a 5 year term and an excerice price of $.80.

Item 5.01 Changes in Control of Registrant

As forth in Item 5.02 and incorporated herein by reference, on November 13, 2007 the Company amended its Bylaws to increase the authorized size of its Board from three to eight members. The then current Board members appointed five additional board members to fill the existing and newly created vacancies.

Pursuant to Item 5.01(a)(8) of Form 8-K, we are required to disclose additional information related to such directors, and such information is incorporated by reference to Item 2.01.

Item 5.02 Departure of Directors or Principal Officer; Election of Directors; Appointment of Principal Officers

On November 13, 2007, the Board appointed William M. Lynes as its Chief Executive Officer. Messrs. Wiskowski and Stukel, formerly Co-Chief Executive Officers resigned from such positions effective upon Mr. Lynes' appointment and were each appointed an Executive Vice President. Mr. Lynes was also appointed a member of the Board of Directors and Chairman of the Board of Directors as discussed below. There is not currently an employment agreement in place with Mr. Lynes.

The Board of Directors of the Company appointed Larry Malone, William M. Lynes, Peter Gross, Richard L. Dent and Phillip B. Kenny each as a Director of the Company, effective November 13, 2007. Each new member appointment to the Board was to fill an existing vacancy therein.

Prior to joining the Company, Larry Malone, most recently, served as President of BT Infonet USA, a division of BT Infonet Services Corp. that provides cross-border managed data communication services for multi-national companies. Malone holds a B.S. degree in economics from St. Peter’s College.

Prior to joining the Company, William M. Lynes, served as Chairman and CEO of Secured Digital Storage LLC. Mr. Lynes holds a BS degree in Electrical Engineering from the University of Heidelberg in Germany and has completed IT graduate studies at MIT and business management from Harvard.

Peter Gross, currently serves as President and CTO of EYP Mission Critical Facilities, Inc. Mr. Gross holds a M.S.E.E. from Polytechnic Institute in Bucharest, Romania and an MBA from Cal State.

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Mr. Dent is the President and CEO of RLD Resources LLC.  He is a graduate of Tennessee State.

Mr. Kenny is, and has been for over the last five years, an owner of and partner in Kenny Industries, a holding company for Kenny Construction Company, Seven K Construction, Northgate Investments, Casino Queen and Clinton Industries. Mr. Kenny serves as president of Seven K Construction and Northgate Investments.  Mr. Kenny is a board member for Capital Growth Systems, Inc.

None of Messrs. Malone, Lynes, Gross, Kenny or Dent’s family members hold an executive office or a seat on the Board.

None of Messrs. Malone, Lynes, Gross, Kenny or Dent serve as a director for any other reporting company, except as set forth above.

Each of Messrs. Lynes, Gross, and Dent were formerly members of SDS.

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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On November13, 2007, the Company amended its Bylaws to increase the size of its Board of Directors from three to eight members.

Item 5.06 Change in Shell Company Status

Upon the closing of the SDS Acquisition, the Company ceased to be a shell company. The material terms of the SDS Acquisition are described in Item 2.01 above, which is incorporated herein by reference.

Item 9.01		Financial Statements and Exhibits
	(a)	Financial statements of the businesses acquired.
			The following financial statements are filed herewith:
			o	Audited financial statements of Secured Digital Storage LLC as of and for the year ended, December 31, 2006;
			o	Unaudited interim balance sheet of Secured Digital Storage LLC as of June 30, 2007; and
			o	Unaudited financial information of Secured Digital Storage LLC for the six months ended June  30, 2007 and June 30, 2006.
	(b)		Unaudited pro forma financial information.
			The following pro forma financial information is filed herewith:
			o	Unaudited pro forma combined statements of operations for the year ended December 31, 2006; and
			o	Unaudited pro forma combined statements of operations for the six months ended June 30, 2007;
			o	Unaudited pro forma combined balance sheet as of June 30, 2007
	(c)		Exhibits
			2.1		Membership Interest Purchase Agreement by and among Mountains West Exploration, Inc., Secured Digital Storage LLC, the members of Secured Digital Storage, LLC and certain other parties thereto
			3.2		Amendment to Bylaws
			99.1		Press Release dated November 8, 2007
			99.2		Audited financial statements of Secured Digital Storage LLC as of, and for the year ended, December 31, 2006. Unaudited interim balance sheet of Secured Digital Storage LLC as of, and for the six months ended June 30, 2007 and 2006.
			99.3		Unaudited pro forma financial information.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Mountains West Exploration, Inc.
By:	/s/ William M. Lynes
	William M. Lynes Chief Executive Officer

Dated: November 14, 2007

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EXHIBIT INDEX

Exhibit Nos.	Description of Exhibits
2.1	Membership Interest Purchase Agreement by and among Mountains West Exploration, Inc., Secured Digital Storage, LLC, the members of Secured Digital Storage, LLC and certain other parties thereto
3.2	Amendment to Bylaws
99.1	Press Release dated November 8, 2007
99.2	Audited financial statements of Secured Digital Storage, LLC as of, and for the year ended, December 31, 2006. Unaudited interim balance sheet of Secured Digital Storage, LLC as of, and for the six months ended June 30, 2007 and 2006.
99.3	Unaudited pro forma financial information.

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EX-2.1

Exhibit 2.1

Execution Version

MEMBERSHIP INTEREST PURCHASE AGREEMENT

This MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of November 7, 2007 by and among Mountains West Exploration, Inc., a New Mexico corporation (“MWXI”), Secured Digital Storage LLC, a Nevada limited liability company (the “Company”), each of the Persons set forth on Schedule 2.1(a) hereto (each a “Seller” and collectively, the “Sellers”), William M. Lynes (“Lynes”) individually and as Sellers Agent, and Kelley Drye & Warren LLP, as initial Escrow Agent.

RECITALS

A. The Sellers own all of the outstanding Membership Interests of the Company.

B.        This Agreement contemplates a transaction in which MWXI will purchase from the Sellers, and the Sellers will sell to MWXI, all of the outstanding Membership Interests of the Company.

NOW, THEREFORE, in consideration of the covenants, promises and representations set forth herein, and for other good and valuable consideration, intending to be legally bound hereby the parties agree as follows:

ARTICLE I

PURCHASE OF MEMBERSHIP INTEREST

1.1 Basic Transaction; Purchase Price.

(a)       On and subject to the terms and conditions of this Agreement, MWXI agrees to purchase from the Sellers, and the Sellers agree to sell to MWXI, all of the Membership Interests of the Company for the consideration set forth herein.

(b)       The purchase price (the “Purchase Price”) for the purchase of the Membership Interests of the Sellers shall be an aggregate amount of 7,500,000 shares of MWXI common stock, no par value (“MWXI Common Stock”’), subject to the delivery to the Escrow Agent of 1,500,000 shares of MWXI Common Stock (the “Escrow Shares”). The Purchase Price shall be allocated among the Sellers pursuant to the attached Schedule 2.1(a).

1.2       Closing; Closing Date. The purchase and sale of the Membership Interests contemplated hereunder (the “Closing”) shall take place at the close of business on the date hereof(the “Closing Date”), or on such other date that the parties hereto mutually agree. Closing shall take place at the offices of Kelley Drye & Warren LLP, 333 West Wacker Drive, Suite 2600, Chicago, Illinois 60601 or such other place and time as may be agreed upon in writing by the parties.

ARTICLE II

REPRESENTATIONS AND WARRANTIES

2.1       Representations and Warranties of Company. The Company and Lynes hereby, jointly and severally, represent and warrant to MWXI as follows:

(a) Organization and Standing; Authorization.

(i)        Company is limited liability company validly existing and in good standing under the laws of Nevada, has the power to own, lease and operate the properties it now owns, leases and operates, and to carry on its business as now being conducted, and is duly qualified or licensed to do business and are in good standing in every domestic and foreign jurisdiction in the United States and elsewhere in which the nature of its business as now being conducted or its present ownership or leasing of property requires such qualification.

(ii)       A complete, true and accurate copy of Company’s Amended and Restated Operating Agreement (the “Operating Agreement”) and list of members and their respective interests is set forth on Schedule 2.1(a). The transactions contemplated by this Agreement constitute an Approved Sale (as defined in the Operating Agreement) and the Company has received a Supermajority Approval (as defined in the Operating Agreement).

(b)       Subsidiaries. Company owns no capital stock or equity interest of any other Person.

(c)       Capitalization. The entire outstanding Membership Interests of Company are set forth are set forth on Schedule A of the Operating Agreement. The Membership Interests have not been certificated. All of the issued and outstanding Membership Interests have been duly authorized, are validly issued, fully paid, and nonassessable, and are held of record by the Sellers as set forth on Schedule 2.1(a). Except as set forth in Schedule 2.1(c), there are no outstanding or authorized options, warrants, purchase rights, subscription rights, conversion rights, exchange rights, pre-emptive rights or other contracts or commitments that could require the Company to issue, sell, or otherwise cause to become outstanding any other Membership Interests in the Company. There are no outstanding or authorized equity appreciation, phantom equity, profit participation, or similar rights with respect to the Company.

(d)       Financial Statements. Attached hereto as Schedule 2.1(d) are the following financial statements for the Company (collectively the “Financial Statements”): (i) audited balance sheets and statements of income, and cash flow as of and for the fiscal year ended December 31, 2006; and (ii) unaudited balance sheets and statements of income (the “Most Recent Financial Statements”) as of and for the ten (10) months ended October 31, 2007 (the “Most Recent Fiscal Month End”). The Financial Statements have been prepared on a consistent basis throughout the periods covered thereby and present fairly the financial condition of the Company as of such dates and the results of operations of Company for such periods. Since December 31, 2006, there has not been any event, development, state of affairs or conditions, which individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on the Company.

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(e)       Undisclosed Liabilities. The Company does not have any material Liability (and there is no basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against it giving rise to any material Liability), except for Liabilities set forth in the balance sheet for Most Recent Fiscal Month End. Since December 31, 2006, all Liabilities calling for the payment of money have been paid in the ordinary course of business.

(f)        Legal Proceedings. There are no claims, suits, actions, administrative, bankruptcy, arbitration or other proceedings or governmental investigations pending or, to the Company’s or Lynes’ knowledge, threatened against Company, and neither Lynes nor the Company know of any facts which could reasonably form the basis for any such claim, suit, action, proceeding or investigation. There are presently no outstanding judgments, decrees, or orders of any court or any governmental or administrative agency against or affecting Company. No insolvency proceedings of any character including, without limitation, bankruptcy, receivership, reorganization or arrangement with creditors, voluntary or involuntary, affecting Company are pending or, to the knowledge of the Company or Lynes, threatened. Company has not made or taken any assignment for the benefit of creditors or any actions with a view to, or which would constitute the basis for, the institution of any such insolvency proceedings.

(g)       Noncontravention. Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Company is subject or any provision of the Operating Agreement or articles of organization of Company, or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any material agreement, contract, lease, license, instrument, or other arrangement to which Company is a party or by which Company is bound or to which any of Company’s assets are subject (or result in the imposition of any Security Interest upon any of their assets). The execution and delivery of this Agreement by Company and the performance of its obligations hereunder does not require any consent or approval of, action by, or notice to any governmental department, commission, board, bureau, agency or instrumentality.

(h)       Compliance with Laws. Company is now in compliance in all material respects, and at all times has conducted and operated in material compliance with all applicable federal, state, and local laws, statutes, regulations, ordinances and governmental policies (collectively “Laws”). No notice, action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand or notice has been filed or commenced against Company alleging any failure to so comply or, to the knowledge of Company or Lynes, threatened.

(i)        Assets. Company has good and marketable title to, or a valid leasehold interest in, the material tangible assets it uses in the conduct of its business, free and clear of all Security Interests.

(j)        Contracts. All of the existing written contracts, agreements, leases and commitments (and any material oral contracts, agreement, leases and commitments) relating to the Company are set forth on Schedule 2.1(j) (the “Contracts”). Company has delivered to

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MWXI prior to the execution of this Agreement true and complete copies of all of the Contracts (and all amendments and modifications thereto) which are evidenced by a writing and a description of all oral Contracts. Each Contract is in full force and effect, and constitutes a valid and binding obligation of, and is legally enforceable in accordance with its terms against, the parties thereto. Except as set forth on Schedule 2.1(j), there has not been (i) any material failure of any party to any Contract to comply with all material provisions thereof, (ii) any material default by any party thereunder, and there has not occurred any event which (whether with or without notice, lapse of time, or the happening or occurrence of any other event) would constitute such a material default, (iii) to any Seller’s knowledge, any threatened cancellation thereof, (iv) any outstanding dispute thereunder, or (v) any basis for any claim of material breach or material default thereunder. Except as set forth on Schedule 2.1(j), no Contract requires the consent of any party thereto with respect to the transactions contemplated hereby except to the extent consents have been obtained.

(k)       Tax Matters. The Company has timely filed all Tax Returns that it was required to file, and has timely paid all Taxes shown thereon as owing by the Company. Schedule 2.1(k) lists all Tax Returns filed with respect to the Company since the date of the Company’s formation and indicates those Tax Returns that have been audited, indicates those Tax Returns that currently are the subject of audit, and indicates those Tax Returns where there has been an inquiry by the Internal Revenue Service. The Sellers have delivered to Buyer correct and complete copies of the foregoing Tax Returns, any examination reports, and any statements of deficiencies assessed against or agreed to by the Company. The Company has not waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to any Tax assessment or deficiency. The Company has withheld and paid in the ordinary course all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder, customer, client (or employees of customers and/or clients) or other Person through the Closing Date. The Company is under no obligation to, or has previously made, all required distributions to the Sellers, including any tax distributions.

(l)        Real Property. The Company owns no real property and no Leased Real Property.

(m)      Broker’s Fee. Company has no liability or obligation to pay any fees or commissions to any broker, finder, or agent with respect to the transactions contemplated by this Agreement.

(n)       Intellectual Property. Company is the sole owner of all right, title and interest in and to the Intellectual Property and has the sole right to use the Intellectual Property without the payment of any royalties or other amounts to any other Person, or has the right to use and assign to MWXI the right to use the Intellectual Property pursuant to a valid and subsisting license with a third party. Unless otherwise set forth on Schedule 2.1(n), (i) all rights to the Intellectual Property are in full force and effect, are held of record in Company’s name, and are not the subject of any proceeding challenging any scope, effect or validity, (ii) Company has not received any notice with respect to any alleged infringement or unlawful or improper use of any such Intellectual Property owned or alleged to be owned by others, (iii) to the knowledge of Company or Lynes, no reasonable basis exists upon which a claim may be asserted against

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Company for infringement or unlawful or improper use of any Intellectual Property, (iv) Company has made no claim, has not sent any notice of, and has no knowledge of any Person who is infringing on the Intellectual Property, and (v) no order, holding, decision or judgment has been rendered by any government authority or court, and no agreement, consent or stipulation exists which would limit MWXI’s use or enjoyment of any right in the Intellectual Property.

(o)       Trade Payables and Accounts Receivable. A list of all of the Trade Payables (other than Trade Payables that are less than $1000 in the aggregate) and Accounts Receivable as of the Closing Date is set forth on Schedule 2.1(o)(i). All Trade Payables and Accounts Receivable have been incurred in the ordinary course of business and are consistent with Company’s past practices. The general ledger of the Company provided to MWXI is set forth on Schedule 2.1(o)(ii) is true, complete and accurate in all material respects.

(p)       Employees/Employee Benefits. Except as set forth in Schedule 2.1(p), the Company has no employees, offers of employment outstanding or consulting agreements. The Company maintains no Employee Benefit Plans. There are no Employee Benefit Plans to which the Company contributes or has any obligation to contribute, or with respect to which the Company has any Liability or potential Liability.

(q)       Certain Transactions. No officer, director, employee, shareholder, member or Affiliate of Company or any individual related by blood, marriage or adoption to any such individual or any in which any such Person owns any beneficial interest, is a party to any agreement, contract, commitment or transaction with Company.

(r)        Environmental, Health, and Safety Matters. Company is in material compliance with Environmental, Health, and Safety Requirements.

(s)       Insurance. Schedule 2.1(s) sets forth each insurance policy to which Company is a party, a named insured, or otherwise the beneficiary of coverage.

(t)        Disclosure. No covenant, representation or warranty by the Company or Lynes, and no written statement, schedule or certificate furnished or to be furnished by the Company or Lynes pursuant hereto or at the Closing hereunder, contains or will contain any untrue statement of a material fact, or will omit to state a material fact necessary to provide MWXI with complete and accurate information as to Company or to make the statements therein not misleading.

2.2       Representations and Warranties of the Sellers. The Sellers severally (and not jointly) represent and warrant to MWXI as follows:

(a)       Authorization of Transaction. Such Seller has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of such Seller, enforceable in accordance with its terms and conditions, except as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights of creditors or (b) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). Such Seller does not need to give any notice to, make any

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filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.

(b)       Noncontravention. Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which such Seller is subject or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which any Seller is a party or by which it is bound or to which any of its assets are subject.

(c)       Brokers’ Fees. Such Seller has no liability or obligation to pay any fees or commissions to any broker, finder, or agent with respect to the transactions contemplated by this Agreement.

(d) Investment.

(i)        Purchase for Own Account. The MWXI Common Stock to be received by such Seller hereunder will be acquired for investment for such Seller’s own account, not as a nominee or agent, and not with a view to the public resale or distribution thereof within the meaning of the Securities Act of 1933, as amended, (the "Securities Act"), and such Seller has no present intention of selling, granting any participation in, or otherwise distributing the same. Such Seller has not been formed for the specific purpose of acquiring the MWXI Common Stock.

(ii)       Disclosure of Information. Such Seller has received or has had full access to all the information it considers necessary or appropriate to make an informed investment decision with respect to the MWXI Common Stock to be received under this Agreement. Such Seller further has had an opportunity to ask questions and receive answers from MWXI regarding MWXI’s business and to obtain additional information (to the extent MWXI possessed such information or could acquire it without unreasonable effort or expense) necessary to verify any information furnished to any Seller or to which any Seller had access. Such Seller is an investor in securities of companies in the development stage and acknowledges that it is able to fend for itself, can bear the economic risk of its investment and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment in the MWXI Common Stock.

(iii)      Restricted Securities. Such Seller understands that the shares of MWXI Common Stock are characterized as "restricted securities" under the Securities Act inasmuch as they are being acquired from MWXI in a transaction not involving a public offering and that under the Securities Act and applicable regulations thereunder such securities may be resold without registration under the Securities Act only in certain limited circumstances. In this connection, such Seller represents that it is familiar with Rule 144 of the U.S. Securities and Exchange Commission (the "SEC"), as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act. Such Seller understands that MWXI is under no obligation to register any of the securities sold hereunder.

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(iv)      Further Limitations on Disposition. Without in any way limiting the representations set forth above, such Seller further agrees not to make any disposition of all or any portion of the MWXI Common Stock unless and until:

(1)       there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or

(2)       such Seller shall furnish MWXI with an opinion of counsel, satisfactory to MWXI, that such disposition will not require registration of such securities under the Securities Act.

(v)       Accredited Investor. Such Seller is an “accredited investor” within the meaning of Rule 501 of Regulation D of the Securities Act.

(vi)      Legends. It is understood that the certificates evidencing the MWXI Common Stock will bear the legends set forth below:

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE `ACT'), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXAMINATION THEREFROM. THE HOLDER OF THE SECURITIES REPRESENTED HEREBY SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR OFFICIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

The legend set forth above shall be removed by MWXI from any certificate evidencing MWXI Common Stock upon delivery to MWXI of an opinion by counsel, reasonably satisfactory to MWXI, that a registration statement under the Securities Act is at that time in effect with respect to the legended security or that such security can be freely transferred in a public sale without such a registration statement being in effect and that such transfer will not jeopardize the exemption or exemptions from registration pursuant to which MWXI issued the MWXI Common Stock.

(e)       Membership Interests. The Sellers hold of record and own beneficially all of the issued and outstanding Membership Interests, free and clear of any restrictions on transfer (other than restrictions under the Securities Act and state securities laws), Taxes, Security Interests, options, warrants, purchase rights, contracts, commitments, equities, claims, and demands. Except as to the rights among the Sellers as set forth in the Operating Agreement, no Seller is a party to any option, warrant, purchase right, or other contract or commitment that could require a Seller to sell, transfer, or otherwise dispose of any Membership Interest in

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Company (other than this Agreement). Except for the Operating Agreement, no Seller is a party to any voting trust, proxy, or other agreement or understanding with respect to the voting of any Membership Interest in Company. Each Seller consents to the admission of MWXI as a member of the Company upon the Closing.

2.3       Representations and Warranties of MWXI. MWXI represents and warrants to the Sellers as follows:

(a)       Organization and Standing. MWXI is a corporation duly organized, validly existing, and in good standing under the laws of the State of New Mexico, has the power to own, lease, and operate the properties it now owns, leases and operates, and to carry on its business as now being conducted, and is duly qualified or licensed to do business and is in good standing in every domestic and foreign jurisdiction in the United States and elsewhere in which the nature of its business or its ownership or leasing of property requires such qualification.

(b)       Authorization. MWXI has full power and authority and the legal right to enter into this Agreement and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Agreement has been duly approved by all necessary actions, and the Agreement constitutes a valid and binding obligation of MWXI enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws and general principles of equity.

(c)       Noncontravention. Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (i) to MWXI’s knowledge, violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which MWXI is subject or any provision of its bylaws or articles of incorporation or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which MWXI is a party or by which it is bound or to which any of its assets is subject. The execution and delivery of this Agreement by MWXI and the performance of its obligations hereunder do not require, as to MWXI, any consent or approval of, or action by, any governmental department, commission, board, bureau, agency or instrumentality.

(d)       Brokers’ Fees. MWXI has no liability or obligation which could be imposed on Company to pay any fees or commissions to any broker, finder, or agent with respect to the transactions contemplated by this Agreement.

(e)       Issuance of Securities. The shares of MWXI Common Stock constituting the Purchase Price have been duly authorized, and when issued in accordance with the terms hereof, will be validly issued, fully paid and non-assessable.

(f)        Capitalization. The authorized capital stock of MWXI consists of 50,000,000 shares of MWXI Common Stock, of which 1,300,018 shares are issued and outstanding. All of the issued and outstanding shares of MWXI capital stock have been duly

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authorized, are validly issued, fully paid and nonassessable, are not subject to, nor were they issued in violation of, any preemptive rights. Except as set forth in Schedule 2.2(f), there are no outstanding or authorized options, warrants, rights, contracts, calls, puts, rights to subscribe, register, conversion rights or other agreements or commitments to which MWXI is a party or that are binding on MWXI providing for the issuance, disposition, acquisition or registration of any capital stock. There are no outstanding or authorized stock appreciation, phantom stock or similar rights with respect to MWXI, nor are there any voting trusts, proxies or any other agreements or understandings with respect to the voting of the capital stock of MWXI. MWXI is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its capital stock.

(g)       Compliance with Laws. MWXI is now in compliance in all material respects, and at all times has conducted and operated in material compliance with all applicable Laws. No notice, action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand or notice has been filed or commenced against Company alleging any failure to so comply or, to Company’s knowledge, threatened.

(h)       Tax Matters. Except as set forth on Schedule 2.3(h), MWXI has timely filed with all appropriate governmental agencies all federal, state, local, and other tax or information returns and tax reports due for all periods ended on or before the two years prior to the date hereof and the Closing Date and have paid in full all Taxes that have become due pursuant to such returns or without returns or pursuant to any assessments received by MWXI. Such returns and forms are true, correct and complete in all material respects, and MWXI has no liability for Taxes in excess of the Taxes shown on such returns. MWXI is not a party to any pending action or proceeding, and, to MWXI’s knowledge, there is no action or proceeding threatened by any government or authority against MWXI for assessment or collection of any Taxes, and no unresolved claim for assessment or collection of any Taxes has been asserted against MWXI.

(i)        Certain Transactions. No officer, director, employee, shareholder, member or Affiliate of Company or any individual related by blood, marriage or adoption to any such individual or any in which any such Person owns any beneficial interest, is a party to any agreement, contract, commitment or transaction with Company.

(j)        Disclosure. No covenant, representation or warranty by MWXI, and no written statement, schedule or certificate furnished or to be furnished by MWXI pursuant hereto, at the Closing hereunder or contained in any of MWXI’s public securities filings, contains or will contain any untrue statement of a material fact, or will omit to state a material fact necessary to provide the Sellers with complete and accurate information as to MWXI and its business or assets or to make the statements therein not misleading.

(i)        Investment. MWXI has received or has had full access to all the information it considers necessary or appropriate to make an informed investment decision with respect to the Membership Interests to be received under this Agreement. MWXI further has had an opportunity to ask questions and receive answers from the Company regarding the Company’s business and to obtain additional information (to the extent the Company possessed such information or could acquire it without unreasonable effort or expense) necessary to verify

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any information furnished to any MWXI or to which MWXI had access. MWXI is an investor in securities of companies in the development stage and acknowledges that it is able to fend for itself, can bear the economic risk of its investment and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment in the Membership Interests. The Membership Interests to be received by MWXI hereunder will be acquired for investment for MWXI’s own account, not as a nominee or agent, and not with a view to the public resale or distribution thereof within the meaning of the Securities Act, and MWXI has no present intention of selling, granting any participation in, or otherwise distributing the same. MWXI has not been formed for the specific purpose of acquiring the Membership Interests.

ARTICLE III

PERFORMANCE AT AND AFTER CLOSING

3.1       MWXI’s Performance at Closing. On the Closing Date, MWXI shall execute and deliver or cause to be delivered to Sellers.

(a)       Purchase Price. The Purchase Price (or an instruction letter to Company’s transfer agent requesting delivery of such certificates satisfactory to Company’s counsel), subject to holdback of the Escrow Shares.

(b)       Other Instruments. Such other instruments as may be reasonably necessary to effectuate the consummation of the transactions as provided in this Agreement.

3.2       The Sellers’ Performance at Closing. On the Closing Date, Sellers shall execute and deliver or cause to be delivered to MWXI.

(a) Membership Interest assignments duly executed by the applicable Seller.

(b)       Written resignations of the officers, directors and managers of Company effective on the Closing Date.

(c)       Such other instruments as may be reasonably necessary to effectuate the consummation of the transactions as provided in this Agreement.

3.3 Additional Post-Closing Agreements.

(a)       In case at any time after the Closing any further action is necessary to carry out the purposes of this Agreement, each of the parties will take such further action (including the execution and delivery of such further instruments and documents) as any other Party reasonably may request, all at the sole cost and expense of the requesting. With respect to any Seller deemed to have approved this transaction pursuant to Section 12.5 of the Operating Agreement, but which has failed, in contravention of their obligations under Section 12.5, to deliver the documents required by this Agreement, MWXI may holdback the amounts due to such member until the required closing deliveries have been made. Sellers Agent shall use his commercially reasonable efforts to obtain such deliveries promptly following the closing.

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(b)       The Sellers shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for Company for all periods ending on or prior to the Closing Date which are filed after the Closing Date. The Sellers shall permit MWXI to review and comment on each such Tax Return described in the preceding sentence prior to filing. The Sellers shall be responsible for Taxes of Company with respect to such Tax Returns. MWXI and the Sellers shall cooperate fully, as and to the extent reasonably requested by the other Party, in connection with the filing of Tax Returns pursuant to this Section 3.3 and any inquiry, audit, litigation or other proceeding with respect to Taxes. To enable Seller’s to file their Tax Returns in respect of this transaction, MWXI will engage a third-party consultant to prepare and deliver to MWXI a valuation of MWXI as of the Closing Date, which valuation shall be delivered to each of the Sellers on or before December 31, 2007.

ARTICLE IV

TERMINATION AND DEFAULT

4.1       Survival of Representations and Warranties. All of the representations and warranties of the Sellers, the Company, Lynes or MWXI contained in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Closing and continue until 5:00 p.m., Chicago time, on the date which is two years following the date of this Agreement (the “Expiration Date”); provided however that the representations and warranties set forth in Section 2.2 shall survive indefinitely.

4.2 Escrow Arrangements and Indemnification.

(a)       Escrow Fund and Indemnification by Sellers. At the Closing, the Sellers will be deemed to have received and deposited with the Escrow Agent the Escrow Shares. As soon as practicable after the Closing, the Escrow Shares will be deposited with Kelley Drye & Warren LLP (the “Escrow Agent”), such deposit to constitute an escrow fund (the “Escrow Fund”) to be governed by the terms set forth herein. The Escrow Fund shall be available to compensate MWXI and its Affiliates for any claims, losses, liabilities, damages, deficiencies, costs and expenses, including reasonable attorneys’ fees and expenses, and expenses of investigation and defense (hereinafter individually a “Loss” and collectively “Losses”) incurred by MWXI, its officers, directors, or Affiliates directly or indirectly as a result of any inaccuracy or breach of a representation or warranty of Company, Lynes or any Seller contained herein, or any failure by Company, Lynes, or any Seller to perform or comply with any covenant contained herein. The indemnification provisions in this Section 4.2 shall be the sole remedy and recourse of MWXI against the Company, Lynes Sellers or any of their respective directors, officers, representatives, agents, managers, members or subsidiaries for any Losses incurred by MWXI and the sole recourse for any such indemnification shall be against the Escrow Fund; provided, however, that nothing herein shall limit any remedy for fraud or any breach of a representation made by Seller pursuant to Section 2.2(e).

(b)       Escrow Period; Distribution upon Termination of Escrow Periods. Subject to the following requirements, the Escrow Fund shall be in existence immediately following the Closing and shall terminate as follows:

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(i)        50% of the Escrow Shares shall be released at 5:00 p.m., Chicago time, on the first anniversary of the Closing; provided, that the Escrow Period shall not terminate with respect to such amount that is necessary in the reasonable judgment of MWXI, to satisfy any unsatisfied claims concerning facts and circumstances existing prior to such date; and

(ii)       The remaining Escrow Shares shall be released at 5:00 p.m., Chicago time, on the second anniversary of the Closing (the “Escrow Period”); provided, that the Escrow Period shall not terminate with respect to such amount that is necessary in the reasonable judgment of MWXI, to cover Losses stemming from facts and circumstances existing prior to the termination of such Escrow Period and for which MWXI has provided the Officer’s Certificate described below prior to such termination; and

(iii)      Protection of Escrow Fund. The Escrow Agent shall hold and safeguard the Escrow Fund during the Escrow Period, shall treat such fund as a trust fund in accordance with the terms of this Agreement and not as the property of MWXI and shall hold and dispose of the Escrow Fund only in accordance with the terms hereof.

(c) Claims Upon Escrow Fund.

(i)        Upon receipt by the Escrow Agent at any time on or before the last day of the Escrow Period of a certificate signed by any officer of MWXI (an “Officer’s Certificate”) stating that MWXI has paid or properly accrued or reasonably anticipates that it will have to pay or accrue Losses, and specifying in reasonable detail the individual items of Losses included in the amount so stated, the Escrow Agent shall, subject to the provisions of Section 4.2(e) hereof, deliver to MWXI out of the Escrow Fund, as promptly as practicable, shares of MWXI Common Stock held in the Escrow Fund in an amount equal to such Losses.

(ii)       For the purposes of determining the number of shares of MWXI Common Stock to be delivered to MWXI out of the Escrow Fund pursuant to Section 4.2(c)(i) hereof, the value of the shares of MWXI Common Stock shall be deemed to be $.80 until such time as the occurrence of a Last Equity Financing. Following a Last Equity Financing (i) the price paid per share for MWXI Common Stock by the investors in the Last Equity Financing or (ii) in the event of preferred stock being utilized for such Last Equity Financing, the as-converted Common Stock price equivalent (until such time as a subsequent Last Equity Financing, in which event the price per share (or Common Stock price equivalent) shall be the deemed value).

(d)       Objections to Claims. At the time of delivery of any Officer’s Certificate to the Escrow Agent, a duplicate copy of such certificate shall be delivered to the Sellers Agent and for a period of ten (10) days after such delivery, the Escrow Agent shall make no delivery to MWXI of any Escrow Shares pursuant to Section 4.2(c) hereof unless the Escrow Agent shall have received written authorization from the Sellers Agent to make such delivery. After the expiration of such ten (10) day period, the Escrow Agent shall make delivery of shares of MWXI Common Stock from the Escrow Fund in accordance with Section 4.2(c) hereof; provided, that no such payment or delivery may be made if the Sellers Agent shall object in a written statement to the claim made in the Officer’s Certificate, and such statement shall have been delivered to the Escrow Agent prior to the expiration of such ten (10) day period.

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(e)       Resolution of Conflicts; Arbitration. In case the Sellers Agent shall so object in writing to any claim or claims made in any Officer’s Certificate, the Sellers Agent and MWXI shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims. If no such agreement can be reached after good faith negotiation, either MWXI or the Sellers Agent may demand arbitration of the matter unless the amount of the damage or loss is at issue in pending litigation with a third party, in which event arbitration shall not be commenced until such amount is ascertained or both parties agree to arbitration; and in either such event the matter shall be settled by arbitration conducted by three arbitrators. MWXI and the Sellers Agent shall each select one arbitrator, and the two arbitrators so selected shall select a third arbitrator. The arbitrators shall set a limited time period and establish procedures designed to reduce the cost and time for discovery while allowing the parties an opportunity, adequate in the sole judgment of the arbitrators, to discover relevant information from the opposing parties about the subject matter of the dispute. The arbitrators shall rule upon motions to compel or limit discovery and shall have the authority to impose sanctions, including attorneys’ fees and costs, to the extent as a court of competent law or equity, should the arbitrators determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. The decision of a majority of the three arbitrators as to the validity and amount of any claim in such Officer’s Certificate shall be binding and conclusive upon the parties to this Agreement, and notwithstanding anything in Section 4.2(e) hereof, the Escrow Agent shall be entitled to act in accordance with such decision and make or withhold payments out of the Escrow Fund in accordance therewith. Judgment upon any award rendered by the arbitrators may be entered in any court having jurisdiction. Any such arbitration shall be held in Cook County, Illinois under the rules then in effect of the American Arbitration Association. The non-prevailing party to an arbitration shall pay its own expenses, the fees of each arbitrator, the administrative costs of the arbitration and the expenses, including without limitation, reasonable attorneys’ fees and costs, incurred by the other party to the arbitration.

(f)        Sellers Agent of the Sellers; Power of Attorney. Each Seller hereby appoints William M. Lynes as its agent and attorney-in-fact (the “Sellers Agent”) for each Seller to give and receive notices and communications, to authorize delivery to MWXI of shares of MWXI Common Stock from the Escrow Fund in satisfaction of claims by MWXI, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, and to take all actions necessary or appropriate in the judgment of Sellers Agent for the accomplishment of the foregoing. Such agency may be changed by a majority of the Sellers from time to time upon not less than thirty (30) days prior written notice to MWXI. The Sellers Agent shall not be liable for any act done or omitted hereunder as Sellers Agent while acting in good faith and in the exercise of reasonable judgment. A decision, act, consent or instruction of the Sellers Agent shall constitute a decision of the holders in interest in the Escrow Fund and shall be final, binding and conclusive upon each of each such holder, and the Escrow Agent and MWXI may rely upon any such decision, act, consent or instruction of the Sellers Agent as being the decision, act, consent or instruction of each and every such holder. The Escrow Agent and MWXI are hereby relieved from any liability to any Person for any acts done by them in accordance with such decision, act, consent or instruction of the Sellers Agent.

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(g)       Third-Party Claims. In the event MWXI becomes aware of a third-party claim which MWXI believes may result in a demand against the Escrow Fund, MWXI shall promptly notify the Sellers Agent of such claim, and the Sellers Agent, as representative for the Sellers, shall be entitled, at its expense, to participate in any defense of such claim. MWXI shall have the right in its sole discretion to settle any such claim; provided, however, that except with the consent of the Sellers Agent, no settlement of any such claim with third-party claimants shall alone be determinative of the amount of any claim against the Escrow Fund.

(h)       Escrow Agent’s Duties. The Escrow Agent shall be obligated only for the performance of such duties as are specifically set forth herein, and as set forth in any additional written escrow instructions which the Escrow Agent may receive after the date of this Agreement which are signed by an officer of MWXI and the Sellers Agent, and may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall not be liable for any act done or omitted hereunder as Escrow Agent while acting in good faith and in the exercise of reasonable judgment, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. The Escrow Agent may resign at any time upon delivery of notice to MWXI and the Sellers Agent. The Sellers Agent and MWXI agree that they shall find a mutually agreeable substitute Escrow Agent on or before December 31, 2007.

4.3 Indemnification by MWXI.

(a)       Scope of Indemnification. Subject to the limitations set forth in this Section 4.3, MWXI will indemnify and hold harmless for any Losses incurred by the Sellers or the Company directly or indirectly as a result of any inaccuracy or breach of a representation or warranty of MWXI contained in Section 2.2, or any failure by MWXI to perform or comply with any covenant contained herein. The indemnification provisions in this Section 4.3 shall be the sole remedy and recourse of the Sellers against MWXI or any of its directors, officers, representatives, agents, shareholders or subsidiaries for any Losses incurred by the Sellers or the Company.

(b)       Limitation of Liability. The maximum aggregate liability of MWXI with respect to the indemnification provided in this Section 4.3 shall be limited solely to 1,500,000 shares of MWXI Common Stock, which amount shall be decreased to 750,000 shares on the first anniversary of the Closing; provided, that such amount shall not decrease with respect to such amount that is necessary in the reasonable judgment of Sellers Agent, to satisfy any unsatisfied claims concerning facts and circumstances existing prior to such date; provided, however, that nothing herein shall limit any remedy or liability for fraud.

(c)       Procedure for Indemnification. The Sellers Agent shall give written notice to MWXI of its claim for indemnification as promptly as practicable whenever the Sellers Agent shall have determined that there are facts or circumstances which render or would reasonably and forseeably render MWXI liable for indemnification under this Section 4.3. The Escrow Agent shall, subject to the provisions of Section 4.2(e) hereof, as applied mutatis mutandis, deliver to MWXI out of the Escrow Fund, as promptly as practicable, shares of MWXI Common Stock held in the Escrow Fund in an amount equal to such Losses.

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(d)       Value of MWXI Common Stock. For the purposes of determining the number of shares of MWXI Common Stock to be delivered to Company in satisfaction of MWXI’s indemnity obligations under this Section 4.3, the value of the shares of MWXI Common Stock shall be deemed to be $.80 until such time as the occurrence of a Last Equity Financing. Following a Last Equity Financing (i) the price paid per share for MWXI Common Stock by the investors in the Last Equity Financing or (ii) in the event of preferred stock being utilized for such Last Equity Financing, the as-converted Common Stock price equivalent (until such time as a subsequent Last Equity Financing, in which event the price per share (or Common Stock price equivalent) shall be the deemed value).

ARTICLE V

ADDITIONAL PROVISIONS

5.1       Expenses. MWXI shall pay for both the Company’s and its own expenses incurred in connection with this Agreement and in the preparation for and consummation of the transactions provided for herein, including the fees of the Company’s legal counsel, Dykema Gossett PLLC, not to exceed $40,000 in the aggregate. MWXI agrees to pay any other remaining and unpaid legal fees due and owing to Dykema Gossett PLLC as of the date of this Agreement, which shall not exceed (including the fees for this transaction) $60,000.

5.2       Non-Violation. None of the Sellers nor MWXI shall take or omit to take any action (or permit any Person under its control to take or omit to take any action) that would violate or cause a violation of the representations or warranties made herein or render the same inaccurate in any material respect as of the date hereof or which in any way would prevent the carrying out of this Agreement or consummation of the transactions contemplated by this Agreement. Each of the parties shall take all such action or further action as may be reasonably necessary or desirable in order to effectuate the consummation of the transactions contemplated hereby.

5.3       Notices. All notices under this Agreement shall be in writing and shall be (i) delivered in person, (ii) sent by telecopy, or (iii) mailed, postage prepaid, either by registered or certified mail, return receipt requested, or overnight express carrier, addressed in each case as follows:

If to Sellers or Sellers Agent:	William M. Lynes – Chief Manager 195 North Harbor Drive, #4601 Chicago, IL 60601 Facsimile:
with a copy to:	Dykema Gossett PLLC 10 South Wacker Drive, Suite 2300 Chicago, IL 60606 Attn: Stephen D. Sayre Facsimile: (312) 876-1155

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If to MWXI:	2001 Butterfield Road, Suite 1050 Downers Grove, IL 60515 Attn: Chief Executive Officer Facsimile: (630) 271-8596
with a copy to:	Kelley Drye & Warren LLP 333 W. Wacker, Suite 2600 Chicago, IL 60606 Attn: Andrew P. Pillsbury Facsimile: (312) 857-7095

or to any other address or telecopy number as such party shall designate in a written notice to the other. All notices sent pursuant to the terms of this Section 5.3 shall be deemed received (i) if personally delivered, then on the date of delivery; (ii) if sent by telecopy before 2:00 p.m. local time of the recipient, on the day sent if a business day or if such day is not a business day or if sent after 2:00 p.m. local time of the recipient, then on the next business day; (iii) if sent by overnight, express carrier, on the next business day immediately following the day sent; or (iv) if sent by registered or certified mail, on the earlier of the third (3rd) business day following the day sent or when actually received. Any notice by telecopy shall be followed by delivery of a copy of such notice on the next business day by overnight express carrier or by hand.

5.4       Entire Agreement; Amendment. This Agreement and any agreements and instruments entered into in connection with the Closing constitute the entire agreement and understanding of the parties hereto and supercede any prior written or oral understandings of the parties. This Agreement may be amended only by an instrument in writing executed by all parties hereto.

5.5       Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of, and be enforceable against, the parties hereto and their respective successors and assigns. Notwithstanding anything to the contrary contained in this Agreement, in the event a party hereto assigns any of its rights or obligations hereunder, such party shall remain liable for their respective representations, warranties and covenants contained herein.

5.6       Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois. The parties hereto agree that any dispute over this Agreement shall be litigated in the courts having situs within the City of Chicago, state of Illinois and the parties hereto consent to jurisdiction and venue of such court.

5.7       Waivers. Compliance with the provisions of this Agreement may be waived only by an instrument in writing executed by the party granting the waiver. The failure of any party at any time or times to require performance of any provisions of this Agreement shall in no manner affect the right of such party at a later time to enforce the same or any other provision of this Agreement. No waiver of any condition or of the breach of any term contained in this Agreement in one or more instances shall be deemed to be or be construed as a further or continuing waiver of such condition or breach or of any other condition or of the breach of any other term of this Agreement.

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5.8       Signature in Counterparts. This Agreement may be executed in separate counterparts, neither of which need contain the signatures of both parties, each of which shall be deemed to be an original, and both of which taken together constitute one and the same instrument.

5.9       Press Release and Announcements. Unless required by law, after the date hereof, no press releases, or other releases of information related to this Agreement or the transactions contemplated hereby will be issued or released without the joint consultation of MWXI and Seller’s Agent. MWXI and Seller’s Agent will cooperate to prepare a joint press release to be issued on or about the Closing Date.

5.10 Certain Definitions. For the purpose of this Agreement, the following terms:

(a)       “Affiliate” of any particular Person means any other Person directly or indirectly controlling, controlled by or under common control with such particular Person, where “control” means the possession, directly or indirectly, of the power to direct the management and policies of a Person whether through the ownership of voting securities, by contract or otherwise.

(b)       “Employee Benefit Plan” means any “employee benefit plan” (as such term is defined in ERISA Section 3(3)) and any other material employee benefit plan, program or arrangement of any kind.

(c)       “Environmental, Health, and Safety Requirements” shall mean all federal, state, local and foreign statutes, regulations, and ordinances concerning public health and safety, worker health and safety, and pollution or protection of the environment, including without limitation all those relating to the presence, use, production, generation, handling, transportation, treatment, storage, disposal, distribution, labeling, testing, processing, discharge, release, threatened release, control, or cleanup of any hazardous materials, substances or wastes, as such requirements are enacted and in effect on or prior to the Closing Date.

(d)       “ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

(e)       “Intellectual Property” means all intangible assets owned or held by the Company including all (i) patent registrations, patent applications, patent disclosures, improvements and inventions, (ii) trademarks, service marks, trade dress, trade names, logos and corporate names and registrations and applications (including intents to use) for registration thereof, together with all of the goodwill associated therewith, (iii) copyrights (registered or unregistered) and copyrightable works and registrations and applications for registration thereof, (iv) mask works and registrations and applications for registration thereof, (v) computer software, data, data bases and documentation thereof, (vi) trade compositions, inventions (whether patentable or unpatentable and whether or not reduced to practice), know-how, manufacturing and production processes and techniques, research and development information, drawings, specifications, designs, plans, manuals, proposals, technical data, copyrightable works, financial, marketing and business plans and customer and supplier lists and other proprietary information), (vii) domain names, (viii) license agreements or other rights pertaining to the forgoing, and (ix) copies and tangible embodiments therefore in whatever form or medium.

17

(f)        “Leased Real Property” means all leasehold or subleasehold estates and other rights to use or occupy any land, buildings, structures, improvements, fixtures or other interest in real property which is used in Company’s business.

(g)       “Liability” means any liability, whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to become due, including any liability for Taxes.

(h) “Membership Interest” means any equity interest in Company.

(i)        “Last Equity Financing” shall mean the most recent sale (or series of related sales) by the Company, following the Closing Date, of its equity securities (whether preferred or common stock) following the date of this Agreement from which the Company receives gross proceeds of not less than $3,000,000.

(j)        “Person” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, a governmental entity or any department, agency or political subdivision thereof or any other entity.

(k)       “Security Interest” means any mortgage, pledge, hypothecate, lien, encumbrance, charge, or other security interest, other than (a) mechanic’s, materialmen’s, and similar liens, (b) liens for taxes not yet due and payable or for taxes that the taxpayer is contesting in good faith through appropriate proceedings, (c) purchase money liens and liens securing rental payments under capital lease arrangements, and (d) other liens arising in the ordinary course of business and not incurred in connection with the borrowing of money.

(l)        “Tax” means any federal, state, local, or foreign income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental, customs duties, capital stock, franchise, profits, withholding, social security (or similar), unemployment, disability, real property, personal property, sales, use, transfer, registration, value added, alternative or add-on minimum, estimated, or other tax of any kind whatsoever, including any interest, penalty, or addition thereto, whether disputed or not.

(m)      “Tax Return” means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof.

[Signature Page Follows]

18

IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year first above written.

MWXI
MOUNTAINS WEST EXPLORATION, INC.
By:	/s/ Lee Wiskowski
	Lee Wiskowski, Co-Chief Executive Officer

COMPANY
SECURED DIGITAL STORAGE LLC
By:	/s/ William M. Lynes
	William M. Lynes, Manager

[Signature Page Follows]

19

SELLERS

/s/ William M. Lynes		/s/ Dan Peterson
William M. Lynes, as a Seller and as Sellers Agent		Dan Peterson
/s/ Merry Beth Seaton		/s/ Lloyd Bettis
Merry Beth Seaton		Lloyd Bettis
		/s/ Diane Adamson
Edwin C. Buchanan		Diane Adamson
		/s/ Peter Gross
Richard H. Connor		Peter Gross
/s/ Timothy D. Tawoda		/s/ Pat Arbor
Timothy D. Tawoda		Pat Arbor
/s/ Richard L. Dent		/s/ Phil Santoni
Richard L. Dent		Phil Santoni
/s/ Jeffery D. Whittemore		/s/ John Galvan
Jeffery D. Whittemore		John Galvan
		/s/ Marcus Allen
Dwight A. Holmberg		Marcus Allen
/s/ Fred E. Lev
Fred E. Lev		TAPO Ventures LLC
/s/ Aran Chada	By:	/s/ William M. Lynes
Aran Chada		Name: William M. Lynes Its:        Chief Executive Officer
/s/ Greg Bohnenberger
Greg Bohnenberger		Kelley Dry & Warren LLP, as initial Escrow Agent
	By	/s/ Andrew Pillsbury
	Its	a Member

20

EX-3.2

Exhibit 3.2

Amendment to Bylaws

Section 2, as amended.

Section 2. Number, Tenure and Qualifications. The number of directors of the corporation shall be eight. Each director shall hold office until the next annual meeting of shareholders or until his successor has been elected and qualified. Directors need not be residents of the state of incorporation or shareholders of the corporation.

EX-99.1

Exhibit 99.1

Mountains West Completes Acquisition of Secured Digital Storage

CHICAGO, Nov. 8 /PRNewswire-FirstCall/ -- Mountains West Exploration, Inc. (OTC Bulletin Board: MWXI - News; Company), today announced that on November 7, 2007, it completed its previously announced acquisition of Secured Digital Storage LLC (SDS) in an all stock transaction. SDS will provide remote high capacity online backup data storage for mission critical data to various businesses, healthcare facilities and government agencies. SDS’s business model focuses its storage space to smaller, more secure data centers that are dedicated to storage, where the storage volume and connectivity is matched to each customer’s specific requirements. The business model further contemplates utilizing its patent-pending Bunker Power(TM) configuration which is ideally suited for use in decommissioned military ammunition bunkers and also complies with “Green” environmental policies and Department of Energy’s “Surety Zone” standards.

Additionally, the Company is announcing that it will begin using Secured Digital Storage as the name it is doing business under, while it fulfills the requirements to officially change the name of the Company.

“We are extremely pleased to have completed this acquisition,” stated Doug Stukel, Mountains West Co-CEO. “We now have in place the building blocks to launch the Company’s data-storage managed services model. The demand for our managed services model is substantial and I am excited about the Company’s potential growth.”

Lee Wiskowski, Mountains West Co-CEO added, “SDS’s datacenter design is a paradigm shift in the manner in which datacenters are being designed and constructed today. With SDS, we expect to reset the standards for security, survivability, and efficient use of power and cooling technologies. Both Doug and I are extremely excited that Bill Lynes will be joining our leadership team. His vision and leadership are invaluable in the development of our business strategy and we look forward to a rewarding partnership with Bill.”

Bill Lynes, SDS’s Chairman and CEO, stated “while the merger negotiations were being completed, the joint management team continued to develop our business plan, focusing on bunker acquisition, datacenter construction, sales and marketing development, building its command and control center facility, and hiring additional members to staff operations. We are looking to grow at an aggressive pace and sustaining the momentum is foremost on all our minds. We fully expect to raise the bar for remote data-storage managed services.”

About Mountains West Exploration, Inc.

Mountains West Exploration, Inc. is a New Mexico incorporated holding company which is publicly listed and traded on the Over the Counter Bulletin Board Exchange (OTC.BB) listed under the symbol MWXI.OB.

Forward-Looking Statements

Certain information discussed in this press release may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and the federal securities laws. Although the company believes that the expectations reflected in such forward-looking statements are based upon reasonable assumptions at the time made, it can give no assurance that its expectations will be achieved. Readers are cautioned not to place undue reliance on these forward-looking statements.

Forward-looking statements are inherently subject to unpredictable and unanticipated risks, trends and uncertainties such as the company’s inability to accurately forecast its operating results; the company’s potential inability to achieve profitability or generate positive cash flow; the availability of financing; and other risks associated with the company’s business. For further information on factors which could impact the company and the statements contained herein, reference should be made to the company’s filings with the Securities and Exchange Commission, including annual reports on Form 10-KSB, quarterly reports on Form 10-QSB and current reports on Form 8-K. The company assumes no obligation to update or supplement forward-looking statements that become untrue because of subsequent events.

EX-99.2

Financial Statements

Secured Digital Storage, LLC

(A DEVELOPMENT STAGE COMPANY)

Year Ended December 31, 2006

Report of Independent Registered Certified Public Accounting Firm

Secured Digital Storage, LLC

(A DEVELOPMENT STAGE COMPANY)

Financial Statements

Year Ended December 31, 2006

Contents

Report of Independent Registered Certified Public Accounting Firm	3
Financial Statements:
Balance Sheet	4
Statement of Operations	5
Statement of Changes in Members’ Equity	6
Statement of Cash Flows	7
Notes to Financial Statements	8-10

JASPERS + HALL, PC

CERTIFIED PUBLIC ACCOUNTANTS

9175 E. Kenyon Avenue, Suite 100

Denver, CO 80237

303-796-0099

Report of Independent Registered Certified Public Accounting Firm

Board of Directors

Secured Digital Storage, LLC

195 N. Harbor Drive #4601

Chicago, IL 60601

We have audited the accompanying balance sheet of Secured Digital Storage, LLC (A Development Stage Company) as of December 31, 2006 and the related statements of operations, changes in members’ equity and cash flows for the year ended December 31, 2006. These financial statements are the responsibility of the management of Secured Digital Storage, LLC. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required at this time, to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Secured Digital Storage, LLC (A Development Stage Company) as of December 31, 2006 and the results of its operations and its cash flows for the year ended December 31, 2006 in conformity with United States generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements the Company is a development stage company, and will require funds from profitable operations, from borrowing or from sale of equity securities to execute its business plan. Management’s plans in regard to these matters are also discussed in Note 3. These factors raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from this uncertainty.

/s/ Jaspers + Hall, PC

October 31, 2007

Denver, Colorado

Secured Digital Storage, LLC

(A DEVELOPMENT STAGE COMPANY)

Balance Sheet

 December 31, 2006

Assets
Current assets:
Cash	$	203,959
Accounts Receivable		1,074
Prepaid expenses		39,500
Total current assets	$	244,533
Liabilities and Members’ Equity
Current liabilities:
Accounts payable	$	4,988
Accrued expenses		87,272
Total current liabilities		92,260
Members’ equity		152,273
	$	244,533

The accompanying notes are an integral part of the financial statements.

Secured Digital Storage, LLC

(A DEVELOPMENT STAGE COMPANY)

Statement of Operations

Year Ended December 31, 2006

Expenses:
Payroll expenses	$	181,500
Professional fees		158,071
Other general and administrative expenses		7,978
		347,549
Net loss from operations		(347,549	)
Other income:
Interest income		5,704
Net loss	$	341,845

The accompanying notes are an integral part of the financial statements.

Secured Digital Storage, LLC

(A DEVELOPMENT STAGE COMPANY)

Statement of Changes in Members’ Equity

Year Ended December 31, 2006

Balance, December 31, 2005	$	0
Capital contributions		494,118
Net loss		(341,845	)
Balance, December 31, 2006	$	152,273

The accompanying notes are an integral part of the financial statements.

Secured Digital Storage, LLC

(A DEVELOPMENT STAGE COMPANY)

Statement of Cash Flows

 Year Ended December 31, 2006

Operating activities
Net loss	$	(341,845	)
Adjustments to reconcile net income to net cash
provided by operating activities:
(Increase) decrease in:
Prepaid expenses		(39,500	)
Accounts receivable		(1,074	)
(Decrease) increase in:
Accounts payable		4,988
Accrued expenses		87,272
Net cash used by operating activities		(290,159	)
Financing activities
Member contributions		494,118
Net cash provided by financing activities		494,118
Net increase in cash		203,959
Cash, beginning of year		0
Cash, end of year	$	203,959

The accompanying notes are an integral part of the financial statements.

Secured Digital Storage, LLC

(A DEVELOPMENT STAGE COMPANY)

Notes to Financial Statements

Year Ended December 31, 2006

1. Background Information

Secured Digital Storage, LLC (the “Company”) is primarily engaged in the data storage industry and will provide storage products, services and solutions for IT organizations. The Company is a development stage company and had no revenues during 2006. The Company was formed in the state of Nevada in 2005. Additionally the Company had no operations during 2005.

2. Significant Accounting Policies

The significant accounting policies followed are:

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. In recording transactions and balances resulting from business operations, the Company uses estimates based on the best information available. The Company revises the recorded estimates when better information is available, facts change, or the Company can determine actual amounts. Those revisions can affect operating results.

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include cash, accounts receivable, accounts payable, and accrued expenses. Fair values were assumed to approximate carrying values for these financial instruments since they are short-term in nature and their carrying amounts approximate fair values or they are receivable or payable on demand

The Company considers all unrestricted cash accounts and highly liquid debt instruments purchased with original maturities of three months or less to be cash and cash equivalents.

Prepaid expenses consist of prepaid payroll expense.

The Company, with the consent of its members, has elected to be treated substantially as a partnership instead of as a corporation for federal and state income tax purposes. As a result, the members will report the entire taxable income of the Company on their individual income tax returns. Therefore, no provision for income taxes has been made to the financial statements.

Secured Digital Storage, LLC

(A DEVELOPMENT STAGE COMPANY)Notes to Financial Statements

Year Ended December 31, 2006

2. Significant Accounting Policies (continued)

In May 2005, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards (“SFAS”) 154, Accounting Changes and Error Corrections, a Replacement of Accounting Principles Board (APB) Opinion 20 and FASB Statement 3. SFAS 154 requires retrospective application to prior periods’ financial statements for changes in accounting principles, unless it is impracticable to determine either the period-specific effects or the cumulative effect of the change. SFAS 154 also requires that retrospective application of a change in accounting principle be limited to the direct effects of the change. Indirect effects of a change in accounting principle, such as a change in non-discretionary profit-sharing payments resulting from an accounting change, should be recognized in the period of the accounting change. SFAS 154 also requires that a change in depreciation, amortization, or depletion method for long-lived, non-financial assets be accounted for as a change in accounting estimate affected by a change in accounting principle. SFAS 154 is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005. The adoption of this standard did not have a significant effect on our financial position, results of operation or cash flows.

In February 2006, FASB issued SFAS No. 155. This accounting standard permits fair value re-measurement for any hybrid financial instrument containing an embedded derivative that otherwise would require bifurcation; clarifies which interest-only strips and principal-only strips are not subject to the requirements of SFAS No. 133; establishes a requirement to evaluate interests in securitized financial assets to identify them as freestanding derivatives or as hybrid financial instruments containing an embedded derivative requiring bifurcation; clarifies that concentrations of credit risk in the form of subordination are not embedded derivatives; and amends SFAS No. 140 to eliminate the prohibition on a qualifying special-purpose entity from holding a derivative financial instrument pertaining to a beneficial interest other than another derivative financial instrument. SFAS No. 155 is effective for all financial instruments acquired or issued after the beginning of an entity’s first fiscal year beginning after September 15, 2006. We do not expect SFAS No. 155 to have a material effect on our results of operations or financial position.

In March 2006, the FASB issued SFAS No. 156, which addresses the accounting for servicing assets and liabilities. SFAS No. 156 is effective at the beginning of an entity’s first fiscal year beginning after September 15, 2006. We do not expect SFAS No. 156 to have a material effect on our results of operations or financial position.

Secured Digital Storage, LLC

(A DEVELOPMENT STAGE COMPANY)

Notes to Financial Statements

Year Ended December 31, 2006

2. Significant Accounting Policies (continued)

In July 2006, the FASB issued Interpretation No. 48, “Accounting for Uncertainty in Income Taxes” (FIN 48), effective for fiscal years beginning after December 15, 2006. FIN 48 requires a two-step approach to determine how to recognize tax benefits in the financial statements where recognition and measurement of a tax benefit must be evaluated separately. A tax benefit will be recognized only if it meets a “more-likely-than-not” recognition threshold. For tax positions that meet this threshold, the tax benefit recognized is based on the largest amount of tax benefit that is greater than 50 percent likely of being realized upon ultimate settlement with the taxing authority. We are currently evaluating the impact of adopting FIN 48, and have not yet determined the significance of this new rule to our overall results of operations, cash flows or financial position.

Other recent accounting pronouncements issued by the FASB (including its EITF), the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future financial statements.

3. Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. Through December 31, 2006, the Company had incurred cumulative losses of $341,845. The Company’s successful transition from a development stage company to attaining profitable operations is dependent upon obtaining financing adequate to achieving a level of revenues adequate to support the Company’s cost structure. However, the Company believes that its existing cash balance and its ability to raise additional capital will be sufficient to cover the cost of operations for the Company for 2007. Subsequent to the date of these financial statements, the Company signed a Letter of Intent to be acquired by Mountains West Exploration, Inc.

Financial Statements

Secured Digital Storage, LLC

(A DEVELOPMENT STAGE COMPANY)

Six Months Ended June 30, 2007 and 2006

(Unaudited)

Secured Digital Storage, LLC

(A DEVELOPMENT STAGE COMPANY)

Financial Statements

Six Months Ended June 30, 2007

(Unaudited)

Contents

Financial Statements(Unaudited):

Balance Sheet	3
Statement of Operations	4
Statement of Changes in Members’ Equity	5
Statement of Cash Flows	6
Notes to Financial Statements	7-9

12

SECURED DIGITAL STORAGE, LLC

(A DEVELOPMENT STAGE COMPANY)

Balance Sheet

June 30 and December 31, 2006

		(Unaudited)
		June 30, 2007			Dec. 31, 2006
Assets
Current assets:
Cash	$	28,212		$	203,959
Accounts Receivable		—			1,074
Prepaid expenses		—			39,500
Total current assets	$	28,212		$	244,533
Liabilities and Members’ Equity
Current liabilities:
Accounts payable	$	109,054		$	4,988
Accrued expenses		21,051			87,272
Total current liabilities		130,105			92,260
Members’ equity		(101,893	)		152,273
	$	28,212		$	244,533

The accompanying notes are an integral part of the financial statements.

13

Secured Digital Storage, LLC

(A DEVELOPMENT STAGE COMPANY)

Statement of Operations

Six Months Ended June 30, 2007 and 2006

(Unaudited)

		2007			2006			Inception to-date
Expenses:
Payroll expenses	$	217,500		$	—		$	399,000
Professional fees		38,490			4,000			196,561
Other general and administrative expenses		—			—			7,978
		255,990			4,000			603,539
Net loss from operations		(255,990	)		(4,000	)		(603,539	)
Other income:
Interest income		1,824			—			7,528
Net loss	$	(254,166	)	$	(4,000	)	$	596,011

The accompanying notes are an integral part of the financial statements.

14

Secured Digital Storage, LLC

(A DEVELOPMENT STAGE COMPANY)

Statement of Changes in Members’ Equity

Six Months Ended June 30, 2007

(Unaudited)

Balance, December 31, 2005	$	0
Capital contributions		494,118
Net loss		(341,845	)
Balance, December 31, 2006		152,273
Net loss, six months ended June 30, 2007		(254,166	)
Balance June 30, 2007	$	(101,893	)

The accompanying notes are an integral part of the financial statements.

15

Secured Digital Storage, LLC

(A DEVELOPMENT STAGE COMPANY)

Statement of Cash Flows

Six Months Ended June 30, 2007 and 2006

(Unaudited)

		2007			2006			Inception to date
Operating activities
Net loss	$	(254,166	)	$	(4,000	)	$	(596,011	)
Adjustments to reconcile net income to net cash
provided by operating activities:
(Increase) decrease in:
Prepaid expenses		39,500			—			—
Accounts receivable		1,074			—			—
(Decrease) increase in:
Accounts payable		104,066			4,000			109,054
Accrued expenses		(66,221	)		—			21,051
Net cash used by operating activities		(175,747	)		4,000			(465,906	)
Financing activities
Member contributions		—			—			494,118
Net cash provided by financing activities		—			—			494,118
Net increase in cash		(175,747	)		—			28,212
Cash, beginning of year		203,959			—			—
Cash, end of period	$	28,212		$	—		$	28,212

The accompanying notes are an integral part of the financial statements.

16

Secured Digital Storage, LLC

(A DEVELOPMENT STAGE COMPANY)

Notes to Financial Statements

June 30, 2007

(Unaudited)

1. Background Information

Secured Digital Storage, LLC (the “Company”) is primarily engaged in the data storage industry and will provide storage products, services and solutions for IT organizations. The Company is a development stage company and had no revenues during 2007 or 2006. The Company was formed in the state of Nevada in 2005. Additionally the Company had no operations during 2005.

2. Significant Accounting Policies

The significant accounting policies followed are:

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. In recording transactions and balances resulting from business operations, the Company uses estimates based on the best information available. The Company revises the recorded estimates when better information is available, facts change, or the Company can determine actual amounts. Those revisions can affect operating results.

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include cash, accounts receivable, accounts payable, and accrued expenses. Fair values were assumed to approximate carrying values for these financial instruments since they are short-term in nature and their carrying amounts approximate fair values or they are receivable or payable on demand

The Company considers all unrestricted cash accounts and highly liquid debt instruments purchased with original maturities of three months or less to be cash and cash equivalents.

Prepaid expenses consist of prepaid payroll expense.

The Company, with the consent of its members, has elected to be treated substantially as a partnership instead of as a corporation for federal and state income tax purposes. As a result, the members will report the entire taxable income of the Company on their

17

individual income tax returns. Therefore, no provision for income taxes has been made to the financial statements.

In May 2005, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards (“SFAS”) 154, Accounting Changes and Error Corrections, a Replacement of Accounting Principles Board (APB) Opinion 20 and FASB Statement 3. SFAS 154 requires retrospective application to prior periods’ financial statements for changes in accounting principles, unless it is impracticable to determine either the period-specific effects or the cumulative effect of the change. SFAS 154 also requires that retrospective application of a change in accounting principle be limited to the direct effects of the change. Indirect effects of a change in accounting principle, such as a change in non-discretionary profit-sharing payments resulting from an accounting change, should be recognized in the period of the accounting change. SFAS 154 also requires that a change in depreciation, amortization, or depletion method for long-lived, non-financial assets be accounted for as a change in accounting estimate affected by a change in accounting principle. SFAS 154 is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005. The adoption of this standard did not have a significant effect on our financial position, results of operation or cash flows.

In February 2006, FASB issued SFAS No. 155. This accounting standard permits fair value re-measurement for any hybrid financial instrument containing an embedded derivative that otherwise would require bifurcation; clarifies which interest-only strips and principal-only strips are not subject to the requirements of SFAS No. 133; establishes a requirement to evaluate interests in securitized financial assets to identify them as freestanding derivatives or as hybrid financial instruments containing an embedded derivative requiring bifurcation; clarifies that concentrations of credit risk in the form of subordination are not embedded derivatives; and amends SFAS No. 140 to eliminate the prohibition on a qualifying special-purpose entity from holding a derivative financial instrument pertaining to a beneficial interest other than another derivative financial instrument. SFAS No. 155 is effective for all financial instruments acquired or issued after the beginning of an entity’s first fiscal year beginning after September 15, 2006. We do not expect SFAS No. 155 to have a material effect on our results of operations or financial position.

In March 2006, the FASB issued SFAS No. 156, which addresses the accounting for servicing assets and liabilities. SFAS No. 156 is effective at the beginning of an entity’s first fiscal year beginning after September 15, 2006. We do not expect SFAS No. 156 to have a material effect on our results of operations or financial position.

18

Secured Digital Storage, LLC

(A DEVELOPMENT STAGE COMPANY)

Notes to Financial Statements

June 30, 2007

(Unaudited)

2. Significant Accounting Policies (continued)

In July 2006, the FASB issued Interpretation No. 48, “Accounting for Uncertainty in Income Taxes” (FIN 48), effective for fiscal years beginning after December 15, 2006. FIN 48 requires a two-step approach to determine how to recognize tax benefits in the financial statements where recognition and measurement of a tax benefit must be evaluated separately. A tax benefit will be recognized only if it meets a “more-likely-than-not” recognition threshold. For tax positions that meet this threshold, the tax benefit recognized is based on the largest amount of tax benefit that is greater than 50 percent likely of being realized upon ultimate settlement with the taxing authority. We are currently evaluating the impact of adopting FIN 48, and have not yet determined the significance of this new rule to our overall results of operations, cash flows or financial position.

Other recent accounting pronouncements issued by the FASB (including its EITF), the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future financial statements.

3. Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. Through June 30, 2007, the Company had incurred cumulative losses of $596,011. The Company’s successful transition from a development stage company to attaining profitable operations is dependent upon obtaining financing adequate to achieving a level of revenues adequate to support the Company’s cost structure. However, the Company believes that its existing cash balance and its ability to raise additional capital will be sufficient to cover the cost of operations for the Company for 2007. Subsequent to the date of these financial statements, the Company was acquired by Mountains West Exploration, Inc.

19

EX-99.3

Exhibit 99.3

Unaudited Pro Forma Combined Financial Statements

On November 7, Mountains West Exploration, Inc., a New Mexico corporation, (the “Company” or “MWXI”), completed the acquisition of the membership interest of Secured Digital Storage, LLC, a Nevada LLC, (“SDS”). Pursuant to the terms of the agreement, MWXI assumed all of the liabilities of SDS. The aggregate consideration paid to SDS members’ in connection with the acquisition was 7,500,000 shares of common stock, $70,000 of cash and approximately $50,000 of expenses related to the acquisition, resulting in a $2,595,000 value placed on the acquisition.

The following unaudited pro forma combined financial statements are presented to illustrate the estimated effects of the Company’s acquisition of SDS on November 7, 2007, on the Company’s historical financial position and its results of operations. The Company derived is historical financial information from the Form 10-KSB issued for the year ended December 31, 2006 and the most recently filed 10-QSB filed for the six month period ended June 30, 2007. The SDS financials for December 31, 2006 were derived from the audited financial statements for such period, with the results from the historical six month period ended June 30, 2007 compiled from SDS’s books and records.

The unaudited pro forma combined statement of operations for the year ended December 31, 2006 and for the six month period ended June 30, 2007, assume that the transaction was completed at the beginning of the respective periods. The unaudited pro forma combined balance sheet as of June 30, 2007 assumes that the transaction took place on that date.

The information presented in the unaudited pro forma combined financial states does not purport to represent what the Company’s financial position or results of operations would have been had the transaction occurred as of the dates indicated, nor is it indicative of its future financial position or results of operations for any period. In addition, the Company and SDS may have performed differently had they always been combined. You should not rely on this information as being indicative of the historical results that would have been achieved had both companies always been combined or the future results that the combined company will experience after the acquisition.

The pro forma adjustments are based upon available information and certain assumptions that the Company believes are reasonable under the circumstances and which are expected to have a continuing effect on the combined results. The Company has applied estimates on the value of stock issued and has not yet completed a valuation on the fair value of the assets acquired. The final determination of the fair values may differ materially from the preliminary estimates. The valuation may change the allocations of the purchase price, which could affect the fair values assigned to the assets and liabilities and could result in a change to the unaudited pro forma combined financial statement data.

These unaudited pro forma combined financial statements should be read in conjunction with the accompanying notes and assumptions and the historical financial statements and related notes contained in the annual, quarterly and other reports filed by the Company with the SEC.

Unaudited Pro Forma Combined Balance Sheet

Mountains West Exploration, Inc. (MWXI) and Secured Digital Storage, LLC (SDS)

June 30, 2006

	Historical						Pro Forma
ASSETS:	MWXI			SDS			Adjustments				Combined
Current assets
Cash	$	150		$	28,212						$	28,362
Accounts receivable					—							—
Prepaid expenses					—							—
Total current assets		150			28,212			—				28,362
Intangible assets		—			—			2,696,893	1	)		2,696,893
Total assets		150			28,212			2,696,893				2,725,255
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable		125,308			109,054							234,362
Accrued expenses		47,933			21,051							68,984
Note payable		2,500			—							2,500
Total current liabilities		175,741			130,105			—				305,846
Long term liabilities
Debt		933,500										933,500
Total long term liabilities		933,500			—			—				933,500
Total liabilities		1,109,241			130,105			—				1,239,346
Stockholders’ equity
Common stock, no par value		1,582,786			494,118			2,100,882	2	)		4,177,786
Retained deficit		(2,691,877	)		(596,011	)		596,011	2	)		(2,691,877	)
Total stockholders’ equity (deficit)		(1,109,091	)		(101,893	)		2,696,893				1,485,909
Total liabilities and stockholders’ equity (deficit)	$	150		$	28,212		$	2,696,893			$	2,725,255

See notes to unaudited pro forma combined financial statements.

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Unaudited Pro Forma Combined Statements of Operations

Mountains West Exploration, Inc. (MWXI) and Secured Digital Storage, LLC (SDS)

For the year ended December 31, 2006

	Historical							Pro Forma
	MWXI			SDS				Adjustments		Combined
Total revenues	$	—		$	—					$	—
Operating expenses		631,086			347,549						978,635
Operating profit		(631,086	)		(347,549	)		—			(978,635	)
Interest expense (Income)		20,700			(5,704	)					14,996
Net loss	$	(651,786	)	$	(341,845	)	$	—		$	(993,631	)
Loss per share		(0.50	)					—			(0.11	)
Weighted average shares outstanding		1,300,018						7,500,000	3)		8,800,018

See notes to unaudited pro forma combined financial statements.

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Unaudited Pro Forma Combined Statements of Operations

Mountains West Exploration, Inc. (MWXI) and Secured Digital Storage, LLC (SDS)

For the six month period ended June 30, 2007

	Historical							Pro Forma
	MWXI			SDS				Adjustments		Combined
Total revenues	$	—		$	—					$	—
Operating expenses		631,086			347,549						978,635
Operating profit		(631,086	)		(347,549	)		—			(978,635	)
Interest expense (Income)		20,700			(5,704	)					14,996
Net loss	$	(651,786	)	$	(341,845	)	$	—		$	(993,631	)
Loss per share		(0.50	)					—			(0.11	)
Weighted average shares outstanding		1,300,018						7,500,000	3)		8,800,018

See notes to unaudited pro forma combined financial statements.

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Notes to Unaudited Pro Forma Combined Financial Statements

1. Basis of Pro Forma Presentation.

On November 7, Mountains West Exploration, Inc., a New Mexico corporation, (the “Company” or “MWXI”), completed the acquisition of the membership interest of Secured Digital Storage, LLC, a Nevada LLC, (“SDS”). Pursuant to the terms of the agreement, MWXI assumed all of the liabilities of SDS. The aggregate consideration paid to SDS members’ in connection with the acquisition was 7,500,000 shares of common stock, $70,000 of cash and approximately $50,000 of expenses related to the acquisition, resulting in a $2,595,000 value placed on the acquisition.

The following unaudited pro forma combined financial statements are presented to illustrate the estimated effects of the Company’s acquisition of SDS on November 7, 2007, on the Company’s historical financial position and its results of operations. The Company derived is historical financial information from the Form 10-KSB issued for the year ended December 31, 2006 and the most recently filed 10-QSB filed for the six month period ended June 30, 2007. The SDS financials for December 31, 2006 were derived from the audited financial statements for such period, with the results from the historical six month period ended June 30, 2007 compiled from SDS’s books and records.

The unaudited pro forma combined statement of operations for the year ended December 31, 2006 and for the six month period ended June 30, 2007, assume that the transaction was completed at the beginning of the respective periods. The unaudited pro forma combined balance sheet as of June 30, 2007 assumes that the transaction took place on that date.

The Company will hire a third-party independent valuation firm to assist in determining the fair value of the assets acquired and liabilities assumed, including the identification of the value of intangible assets that existed at the date of the acquisition of SDS. Under the purchase method of accounting, the total estimated consideration as shown in the table below based on high level estimated values as of June 30, 2007 for the purpose of illustrating the unaudited pro forma combined balance sheet. The estimated consideration is allocated as follows:

Total Consideration
MWSI Stock	$	2,475,000
Professional Fees		50,000
Advances to SDS		70,000
		2,595,000
Assets acquired and liabilties assumed:
Current assets		28,212
Liabilties assumed		(130,105	)
Net liabilties assumed		(101,893	)
Goodwill		2,696,893
	$	2,595,000

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The excess of the total purchase price over the preliminary fair values of all identifiable assets acquired, net of liabilities assumed, amounted to $2.7 million, which has been allocated to goodwill, pending the valuation to be performed by an independent third-party firm. A final determination of the fair values could differ materially from the preliminary estimates.

2. Pro forma adjustments.

Certain reclassifications have been made to conform to SDS’s historical amounts to the Company’s financial statement presentation.

1)	Represents the goodwill recorded from the acquisition.
2)	Represents the elimination of SDS’s equity and the resulting value of the 7,500,000 shares issued and other consideration paid for the acquisition.
3)	Represents the total shares of common stock issued in conjunction with the acquisition.

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