-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, V2DHg/2wFnroRTi5qgEmf3jB4Dit0rUHbIvSGyZC7ZwhXFAaz53o6KC2xKwO25f0 iBcoTaajT1mUagVgClEahQ== 0001072588-05-000404.txt : 20051202 0001072588-05-000404.hdr.sgml : 20051202 20051202171235 ACCESSION NUMBER: 0001072588-05-000404 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 20051202 DATE AS OF CHANGE: 20051202 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MOUNTAINS WEST EXPLORATION INC CENTRAL INDEX KEY: 0000319040 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 850280415 STATE OF INCORPORATION: NM FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-57641 FILM NUMBER: 051241673 BUSINESS ADDRESS: STREET 1: 7609 RALSTON ROAD CITY: ARVADA STATE: CO ZIP: 80002 BUSINESS PHONE: 303 422 8127 MAIL ADDRESS: STREET 1: 7609 RALSTON ROAD CITY: ARVADA STATE: CO ZIP: 80002 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LD Acquisitions, LLC CENTRAL INDEX KEY: 0001345714 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 3111 N. SEMINARY STREET 2: SUITE 1N CITY: CHICAGO STATE: IL ZIP: 60657 BUSINESS PHONE: 312 952 7100 MAIL ADDRESS: STREET 1: 3111 N. SEMINARY STREET 2: SUITE 1N CITY: CHICAGO STATE: IL ZIP: 60657 SC 13D 1 mwsc13d.txt - -- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. ____)* Mountains West Exploration, Inc. (Name of Issuer) Common Stock, (Title of Class of Securities) 624516 20 9 (CUSIP Number) Lee Wiskowski 3111 N. Seminary Suite 1N Chicago, Illinois 60657 (312) 952-7100 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 15, 2005 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [ ]. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act. (however, see the Notes). - - ------------------------------------------------------------------------------ CUSIP No. 624516 20 9 13D Page 2 of 10 Pages - - ------------------------------------------------------------------------------ - - ------------------------------------------------------------------------------ 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) LD Acquisition, LLC FEIN: 85-0280415 - - ------------------------------------------------------------------------------ 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) |_| (b) |X| - - ------------------------------------------------------------------------------ 3. SEC Use Only - - ------------------------------------------------------------------------------ 4. Source of Funds (See Instructions) OO - - ------------------------------------------------------------------------------ 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) |_| - - ------------------------------------------------------------------------------ 6. Citizenship or Place of Organization Delaware - - ------------------------------------------------------------------------------ 7. Sole Voting Power Number of Shares 10,725,000* Beneficially ----------------------------------------------------------------- Owned by Each 8. Shared Voting Power Reporting Person With 0 - - ------------------------------------------------------------------------------ 9. Sole Dispositive Power 10,725,000* - - ------------------------------------------------------------------------------ 10. Shared Dispositive Power 0 - - ------------------------------------------------------------------------------ 11. Aggregate Amount Beneficially Owned by Each Reporting Person 10,725,000* - - ------------------------------------------------------------------------------ 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) |_| - - ------------------------------------------------------------------------------ 13. Percent of Class Represented by Amount in Row (11) 94.9% - - ------------------------------------------------------------------------------ 14. Type of Reporting Person (See Instructions) OO - - ------------------------------------------------------------------------------ * Includes warrants to purchase 10,000,000 shares of Issuer's common stock which are immediately exercisable. - - ------------------------------------------------------------------------------ CUSIP No. 624516 20 9 13D Page 3 of 10 Pages - - ----------------------------------------------------------------------------- - - ------------------------------------------------------------------------------ 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Grander, LLC FEIN: 36-4448057 - - ------------------------------------------------------------------------------ 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) |_| (b) |X| - - ------------------------------------------------------------------------------ 3. SEC Use Only - - ------------------------------------------------------------------------------ 4. Source of Funds (See Instructions) OO - - ------------------------------------------------------------------------------ 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) |_| - - ------------------------------------------------------------------------------ 6. Citizenship or Place of Organization Illinois - - ------------------------------------------------------------------------------ 7. Sole Voting Power Number of Shares 0 Beneficially ----------------------------------------------------------------- Owned by Each 8. Shared Voting Power Reporting Person With 10,725,000* - - ------------------------------------------------------------------------------ 9. Sole Dispositive Power 0 - - ------------------------------------------------------------------------------ 10. Shared Dispositive Power 10,725,000* - - ------------------------------------------------------------------------------ 11. Aggregate Amount Beneficially Owned by Each Reporting Person 5,362,500* - - ------------------------------------------------------------------------------ 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) |_| - - ------------------------------------------------------------------------------ 13. Percent of Class Represented by Amount in Row (11) 47.4% - - ------------------------------------------------------------------------------ 14. Type of Reporting Person (See Instructions) OO - - ------------------------------------------------------------------------------ * Includes warrants to purchase 10,000,000 shares of Issuer's common stock which are immediately exercisable. - - ------------------------------------------------------------------------------ CUSIP No. 624516 20 9 13D Page 4 of 10 Pages - - ------------------------------------------------------------------------------ - - ------------------------------------------------------------------------------ 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) DJS Investments II, LLC FEIN: 43-2069627 - - ------------------------------------------------------------------------------ 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) |_| (b) |X| - - ------------------------------------------------------------------------------ 3. SEC Use Only - - ------------------------------------------------------------------------------ 4. Source of Funds (See Instructions) OO - - ------------------------------------------------------------------------------ 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) |_| - - ------------------------------------------------------------------------------ 6. Citizenship or Place of Organization Illinois - - ------------------------------------------------------------------------------ 7. Sole Voting Power Number of Shares 0 Beneficially ----------------------------------------------------------------- Owned by Each 8. Shared Voting Power Reporting Person With 10,725,000* - - ------------------------------------------------------------------------------ 9. Sole Dispositive Power 0 - - ------------------------------------------------------------------------------ 10. Shared Dispositive Power 10,725,000 - - ------------------------------------------------------------------------------ 11. Aggregate Amount Beneficially Owned by Each Reporting Person 5,362,500 - - ------------------------------------------------------------------------------ 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) |_| - - ------------------------------------------------------------------------------ 13. Percent of Class Represented by Amount in Row (11) 47.4% - - ------------------------------------------------------------------------------ 14. Type of Reporting Person (See Instructions) OO - - ------------------------------------------------------------------------------ * Includes warrants to purchase 10,000,000 shares of Issuer's common stock which are immediately exercisable. CUSIP No. 624516 20 9 Page 5 of 10 Item 1. Security and Issuer. This Schedule 13D relates to the common stock $0.001 par value per share ("common stock"), of Mountains West Exploration, Inc., a New Mexico corporation (the "Issuer"). The principal executive offices of the Issuer are located at 3111 N. Seminary, Suite 1N, Chicago, Illinois 60657. Item 2. Identity and Background. (a)-(c) LD Acquisition, LLC ("LD") is a Delaware limited liability company with its principal office located at 3111 N. Seminary, Suite 1N, Chicago, Illinois 60657. LD is a newly formed company formed for the purpose of acquiring shares of the Issuer. LD is member - managed. Grander, LLC ("Grander") is an Illinois limited liability company with its principal office located at 3111 N. Seminary, Suite 1N, Chicago, Illinois 60657. Grander is a private investment company. Grander is a member of LD. Lee Wiskowski is the sole member of Grander and beneficial owner. Grander, LLC and DJS Investments II, LLC are the members of LD. DJS Investments II, LLC ("DJS") is an Illinois limited liability company with its principal office located at 350 Houbolt Road, Suite 205, Joliet 60431 Shorewood, Illinois 60431. DJS is a private investment company. Douglas Stukel is the sole member of DJS and beneficial owner. Lee Wiskowski, the sole member of Grander, has an office located at 3111 N. Seminary, Suite 1N, Chicago, Illinois 60657. Mr. Wiskowski is the co-chief executive officer of Capital Growth Systems, Inc., with an office located at 50 East Commerce Drive, Suite A, Schaumburg, Illinois 60173. Mr. Wiskowski also provides financial and advisory services to emerging growth companies through Momentum Capital, L.L.C., located at 3111 N. Seminary, Suite 1N, Chicago, Illinois 60657. Mr. Wiskowski is also an officer and director of Health Partnership, Inc. Douglas Stukel, the sole member of DJS, has an office at 350 Houbolt Road, Suite 205, Joliet, Illinois 60431. Mr. Stukel is the co-chief executive officer of Capital Growth Systems, Inc., with an office located at 50 East Commerce Drive, Suite A, Schaumburg, Illinois 60173. Mr. Stukel also provides financial and advisory services to emerging growth companies through Momentum Capital, L.L.C., located at 3111 N. Seminary, Suite 1N, Chicago, Illinois 60657. Mr. Stukel is also an officer and director of Health Partnership, Inc. (d)-(e)During the past five years, none of LD, Grander, DJS, Lee Wiskowski and Douglas Stukel has (i) been convicted in a criminal proceeding, excluding traffic violations or similar misdemeanors or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he or it was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or a finding of any violation with respect to such laws. CUSIP No. 624516 20 9 Page 6 of 10 (f) Lee Wiskowski and Doug Stukel are citizens of the United States. Item 3. Source and Amount of Funds or Other Consideration. LD Acquisition, LLC ("LD"), is a Delaware limited liability company and has two members: Grander, LLC and DJS Investments II, LLC. The members are joint filers in this Schedule 13D. On November 7, 2005, LD borrowed $430,000 from Louis L. Orenstein, pursuant to a Promissory Note (the "Orenstein Loan"). LD used the $430,000 in loan proceeds to purchase 725,000 shares (the "Shares") of Issuer's common stock represent approximately 55% of Issuer's issued and outstanding shares. LD purchased the newly issued 300,000 Shares at $0.01 per share for an aggregate purchase price of $3,000. Additionally the Company issued a warrant to LD to purchase up to 10,000,000 shares. LD loaned a portion of the balance of the Orenstein Loan proceeds ($197,000) to Issuer. LD purchased the remaining 425,000 shares from Skye Blue Ventures, LLC for an aggregate purchase price of $230,000. The Orenstein Loan bears simple interest in the amount of $26,000, and is due and payable in a single installment on February 7, 2006. As part of the Orenstein Loan, LD agreed to assign to Mr. Orenstein 100,000 shares of common stock of Issuer. The Orenstein Loan is secured by a pledge of the remaining shares of Issuer's common stock to be held by LD and the warrant. Item 4. Purpose of Transaction. LD Acquisition, LLC ("LD"), is a Delaware limited liability company and has two members: Grander, LLC and DJS Investments II, LLC. The members are joint filers in this Schedule 13D. On November 15, 2005, LD purchased 725,000 shares (the "Shares") of Issuer's common stock (representing approximately 55% of the Issuer's issued and outstanding shares) for an aggregate purchase price of $233,000. See Item 3 for a description of the financial terms surrounding the acquisition. The acquisition resulted in a change in control of Issuer. Effective concurrently with the closing of the acquisition, the size of Issuer's board was increased from two to four members. The Issuer's current directors will resign effective 10 days after mailing the 14f Notice to Shareholders and Lee Wiskowski (the sole member of Grander, LLC) and Douglas Stukel (the sole member of DJS Investments II, LLC) will be the remaining Directors. Additionally, in connection with the change of control of the Issuer on November 15, 2005, the Issuer's chief executive officer, treasurer and secretary resigned and Lee Wiskowski was appointed to serve as Issuer's President and Douglas Stukel was appointed to serve as Issuer's treasurer and secretary. After the change of control, it is contemplated that Issuer will change its business plan. Historically, Issuer has been engaged in business endeavors including energy exploration. Issuer has not realized significant profitable revenues in these endeavors. CUSIP No. 624516 20 9 Page 7 of 10 It is contemplated that going forward, Issuer will pursue business activities related to communications commerce or such other businesses as the Board may determine. In order to pursue these activities, it is anticipated that the Issuer will seek to raise additional capital to fund the purchase of one or more businesses. The contemplated change in business plans could relate to or result in: (a) The acquisition of additional securities of the issuer, or the disposition of securities of the Issuer; (b) An extraordinary corporate transaction such as a merger, reorganization, or liquidation, involving the Issuer or any of its subsidiaries; (c) A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) A change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the boards; (e) A material change in the present capitalization or dividend policy of the Issuer; (f) A material change in the Issuer's business or corporate structure; (g) A change in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or (i) Any action similar to any of those enumerated above. Item 5. Interest in Securities of the Issuer. (a)-(c) LD Acquisition, LLC ("LD"), is a Delaware limited liability company and has two members: Grander, LLC and DJS Investments II, LLC; LD and the two members are joint filers in this Schedule 13D. On November 15, 2005, LD purchased 725,000 shares (the "Shares") of Issuer's common stock (representing approximately 55% of the Issuer's issued and outstanding shares) for an aggregate purchase price of $233,000. CUSIP No. 624516 20 9 Page 8 of 10 * Lee Wiskowski, Director and as the sole member of Grander, LLC, may be deemed to beneficially own the shares through Grander, LLC. ** Douglas Stukel, Director and as the sole member of DJS Investments II, LLC may be deemed to beneficially own the shares through DJS Investments II, LLC. (d) No person, other than a Filing Person, is known to have the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, the shares of the common stock beneficially owned by the Filing Person. (e) LD continues to own Warrants to purchase 10,000,000 shares of Issuer's common stock. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. See the responses to Items 3 and 4. Item 7. Material to be filed as Exhibits. A. Promissory Note in the amount of $197,000. B. Share Purchase Agreement effective as of November 15, 2005, among Skye Blue Ventures, LLC, LD Acquisition, LLC, Denis Iler and Michael Littman. C. MW Share Purchase Agreement, effective November 15, 2005 by and amoung Mountains West Exploration, Inc., Denis Iler, LD Acquisition and Michael Littman. D. Form of Warrant Agreement. E. Form Security Agreement. F. Joint Filing Agreement CUSIP No. 624516 20 9 Page 9 of 10 Signatures After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. December 2, 2005 LD Acquisition, LLC By: /S/Lee Wiskowski ---------------------------------- Its: Lee Wiskowski, a Member Grander, LLC By: /S/Lee Wiskowski ---------------------------------- Its: Lee Wiskowski, Its Sole Member DJS Investments II, LLC By: /S/Douglas Stukel ---------------------------------- Its: Douglas Stukel, Its Sole Member EX-10 2 ex101note.txt PROMISSORY NOTE $197,000 November __, 2005 FOR VALUE RECEIVED, Mountains West Exploration, Inc., a New Mexico corporation (the "Borrower"), promises to pay to the order of LD Acquisition LLC, a Delaware limited liability company (the "Lender") the principal sum of One Hundred and Ninety Seven Thousand and No/100 Dollars ($197,000.00) together with simple interest computed at the rate of eighteen percent (18%) per annum. All outstanding principal and accrued interest shall be due and payable in full on __________ __, 2006. Following an event of default, this Note shall bear interest at the rate of twenty-four percent (24%) per annum. This Note is secured by the assets of the Borrower pursuant to the security agreement attached hereto as Exhibit A (the "Security Agreement"). The Borrower shall have the right to prepay the amounts due hereunder, in whole or in part, at any time without premium or penalty. Any of the following shall be deemed an event of default: (a) Any payment due hereunder shall not be paid within five (5) days after the date when due; (b) The Borrower shall fail to perform or observe any other obligation at the time and in the manner required by this Note or the Security Agreement within five (5) days after the Company's receipt of notice thereof; (c) The Borrower shall: (i) generally not be paying the Borrower's debts as they become due; (ii) file, or consent, by answer or otherwise, to the filing against the Borrower of a petition for relief or reorganization or arrangement or any other petition in bankruptcy or insolvency under the laws of any jurisdiction; (iii) make an assignment for the benefit of creditors; (iv) consent to the appointment of a custodian, receiver, trustee or other officer with similar powers for itself or for any substantial part of its property; (v) be adjudicated insolvent; or (vi) take action for the purposes of any of the foregoing; (d) If any court of competent jurisdiction shall enter an order appointing, without the consent of the Borrower, a custodian, receiver, trustee or other officer with similar powers with respect to the Borrower or with respect to any substantial part of the property of the Borrower, or if an order for relief shall be entered in any case or proceeding for liquidation or reorganization or otherwise to take advantage of any bankruptcy or insolvency law of any jurisdiction, or ordering the dissolution, winding up or liquidation of the Borrower's property, of if any petition for any such relief shall be filed against the Borrower and such petition shall not be dismissed within thirty (30) days; or (e) If the Borrower shall sell, transfer or otherwise dispose of all or substantially all of its assets or property or if shares representing greater than two-thirds of the voting control of the Borrower are sold or transferred in one transaction or a series of transactions. Upon any such event of default, and at any time thereafter, the Lender may, by written notice to the Borrower, declare the entire unpaid principal amount hereunder to be immediately due and payable, whereupon the same shall become forthwith due and payable, and proceed to exercise any and all rights and remedies that the Lender may have at law or in equity. All payments made pursuant to the terms of this Note shall, at the Lender's option, be applied first to the payment of any fees, expenses or other costs that the Borrower is obligated to pay hereunder, second to the payment of accrued interest hereunder and the remainder to reduce the unpaid principal amount hereof The Borrower hereby waives presentment for payment, demand, notice of non-payment, notice of dishonor, protest of any dishonor, notice of protest and protest of this Note. If any attorney is engaged to collect all or any portion of the liabilities of the Borrower hereunder or to represent the Lender or any holder hereof in any bankruptcy, reorganization, receivership or other proceedings affecting creditors' rights and involving a claim under this Note, or to represent the Lender or any holder hereof in any other proceedings whatsoever in connection with this Note, then the Borrower shall be liable to the Lender or any holder hereof for all reasonable attorneys' fees, costs and expenses in connection therewith, in addition to all other amounts due hereunder. No delay or omission on the part of the Lender in exercising any rights or remedies contained herein shall operate as a waiver of such right or remedy or of any other right or remedy, and no singular or partial exercise of any right or remedy shall preclude any other further exercise thereof, or the exercise of any other right or remedy. A waiver of any right or remedy on any one occasion shall not be construed as a bar or waiver of any right or remedy on future occasions, and no delay, omission, waiver or partial exercise shall be deemed to establish a custom or course of dealing or performance between the parties hereto. In the event that any provision of this Note is deemed to be invalid by reason of the operation of any law, this Note shall be construed as not containing such provision and the invalidity of such provision shall not affect the validity of any other provisions hereof, and any other provisions hereof which otherwise are lawful and valid shall remain in full force and effect. This Note shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the Lender and the Borrower. This Note may not be changed or amended orally, but only by an instrument in writing signed by the party against whom enforcement of the change or amendment is sought. The validity and interpretation of this Note shall be governed by the internal laws (and not the laws of conflict) of the State of Delaware. IN WITNESS WHEREOF, the Borrower has executed this Note on the day and year first above written. Mountains West Exploration, Inc. By: Its: Name: Exhibit A Security Agreement EX-10.2 3 ex102spa.txt SHARE PURCHASE AGREEMENT This Share Purchase Agreement ("Agreement"), dated as of November __, 2005, by and among Skye Blue Ventures, LLC ("Shareholder"), LD Acquisition LLC a Delaware limited liability company, or its assigns ("Buyer"), and Denis Iler ("Guarantor"), and for the certain limited purposes set forth herein Michael Littman, Esq. ("Escrow Agent") W I T N E S S E T H: A. WHEREAS, Mountains West Exploration, Inc. is a corporation duly organized under the laws of the State of New Mexico ("MW"). B. WHEREAS, Buyer wishes to purchase an aggregate of 425,000 shares (the "Purchase Shares") of MW common stock, no par value ("Common Stock"), and Shareholder wishes to sell the Purchase Shares to Buyer. C. WHEREAS, Guarantor is the beneficial owner of the majority member and the sole manager of Shareholder and wishes to guaranty the obligations of Shareholder hereunder, and such guaranty is a material inducement to Buyer entering into this Agreement. NOW, THEREFORE, it is agreed among the parties as follows: Article I The Consideration Subject to the terms and conditions set forth herein, Shareholder shall sell to Buyer and Buyer shall purchase an aggregate of 425,000 shares of Common Stock from Shareholder. The purchase price for the shares to be paid by Buyer to Shareholder is $230,000.00 (the "Consideration") which shall be paid at closing by a wire transfer or transmittal of a cashier's check to the escrow account for this transaction maintained by the Escrow Agent (the "Escrow Account"). Article II Closing 2.1 The Purchase Shares shall be delivered to Buyer duly issued, fully paid and non-assessable by depositing same with Escrow Agent for delivery to Buyer, upon receipt of the Consideration, and satisfaction of a) procedures in Article IV, and b) the conditions precedent in Article V. 2.2 The closing of the transactions contemplated hereunder shall be completed by delivery to Escrow Agent of the requisite closing documents and Consideration, and delivery of the share certificate(s) to the Escrow Agent, on or before November __, 2005 at 5:00 p.m. PST ("Closing Date") subject to satisfaction of the terms and conditions set forth herein. The Consideration may be delivered by Federal Express or wire transfers, and any closing documents may be delivered by facsimile, Federal Express or other appropriate means. Article III Representations, Warranties and Covenants Each of Shareholder and Guarantor hereby jointly and severally represents, warrants and covenants to Buyer and agrees to those items specified below, and Escrow Agent jointly and severally represents and warrants to Buyer (to the extent specifically referencing Escrow Agent), each as follows: 3.1 MW is a corporation duly organized, validly existing and in good standing under the laws of the State of New Mexico, and has the corporate power and authority to own or lease its properties and to carry on its business as it is now being conducted. MW has no active business operations or employees. The Articles of Incorporation of MW, as amended (the "Articles"), and the Bylaws of MW, as amended (the "Bylaws"), are complete and accurate, and the minute books of MW, copies of which have also been made available to Buyer, contain a record, which is complete and accurate in all material respects, of all meetings and all corporate actions of the shareholders and Board of Directors of MW. Schedule 3.1 hereto contains true, complete and accurate copies of the Articles and Bylaws, certified by the manager or managing member of the Shareholder. 3.2 The authorized capital stock of MW consists of 50,000,000 shares, all of which are designated Common Stock. MW has no preferred stock authorized, issued or outstanding. There are 1,000,018 shares of Common Stock of MW issued and outstanding. All such shares of MW are validly issued, fully paid, non-assessable and free of preemptive rights. MW has no outstanding options, warrants, or other rights to purchase, or subscribe to, or other securities convertible into or exchangeable for any shares of capital stock of MW, or contracts or arrangements of any kind relating to the issuance, sale or transfer of any capital stock or other equity securities of MW. All of the outstanding shares of capital stock of MW have been offered, issued, sold and delivered in compliance with applicable federal and state securities laws and none of such securities were, at the time of issuance, subject to preemptive rights. None of such issued and outstanding shares is the subject of any voting trust agreement relating to the voting thereof or restricting in any way the sale or transfer thereof. 3.3 Shareholder has good and valid title to the Purchase Shares and shall sell the Purchase Shares free and clear of any lien, pledge, security interest or other encumbrance, and the Buyer will acquire good and valid title to the Purchase Shares, free and clear of any lien, pledge, security interest or other encumbrance. None of the Purchase Shares are the subject of any voting trust agreement or other agreement relating to the voting thereof or restricting in any way the sale or transfer thereof. The Purchase Shares are Shareholder's and/or Guarantor's (and their respective affiliates) only interests in MW. 3.4 MW does not own nor has it owned, in the last three years, any outstanding shares of capital stock or other equity interests of any partnership, joint venture, trust, corporation, limited liability company or other entity and there are no obligations of MW to repurchase, redeem or otherwise acquire any capital stock or equity interest of another entity. 3.5 This Agreement has been duly authorized, validly executed and delivered on behalf of Shareholder, Guarantor and Escrow Agent and is a valid and binding agreement and obligation of Shareholder, Guarantor and Escrow Agent, enforceable against the parties in accordance with its terms, subject to limitations on enforcement by general principles of equity and by bankruptcy or other laws affecting the enforcement of creditors' rights generally, and each of Shareholder, Guarantor and Escrow Agent has complete and unrestricted power to enter into and, upon the appropriate approvals as required by law, to consummate the transactions contemplated by this Agreement. 3.6 Neither the making of, nor the compliance with, the terms and provisions of this Agreement and consummation of the transactions contemplated herein by Shareholder will conflict with or result in a breach or violation of the articles of organization, operating agreement or other governing document of Shareholder or MW, or of any provisions of any indenture, mortgage, deed of trust or other agreement or instrument to which Shareholder or MW is a party, or of any provision of any law, statute, rule, regulation, or any existing applicable decree, judgment or order by any court, federal or state regulatory body, administrative agency, or other governmental body having jurisdiction over Shareholder or MW, or any of their respective properties or assets, or will result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of MW or Shareholder pursuant to the terms of any agreement or instrument to which MW or Shareholder is a party or by which MW or Shareholder may be bound or to which any of property of MW or Shareholder is subject and no event has occurred with which lapse of time or action by a third party could result in a breach or violation of or default by MW or Shareholder. 3.7 There is no claim, legal action, arbitration, governmental investigation or other legal or administrative proceeding, nor any order, decree or judgment in progress, pending or in effect, or to the best knowledge of MW, the Shareholder, Guarantor or Escrow Agent threatened against or relating to MW or affecting any of its assets, properties, business or capital stock or with respect to Shareholder's or Guarantor's interests in MW. There is no continuing order, injunction or decree of any court, arbitrator or governmental authority to which MW is a party or by which MW or its assets, properties, business or capital stock are bound. 3.8 Each of Shareholder, Guarantor and Escrow Agent represent and warrant that MW has truly, completely and accurately prepared and filed all federal, state and other tax returns required by law, domestic and foreign, to be filed by it, has paid or made provisions for the payment of all taxes due and all additional assessments, and adequate provisions have been and are reflected in the financial statements of MW for all current taxes and other charges to which MW is subject and which are not currently due and payable. None of the Federal income tax returns of MW have been audited by the Internal Revenue Service or other foreign governmental tax agency. Each of MW, Shareholder, and Escrow Agent has no knowledge of any additional assessments, adjustments or contingent tax liability (whether federal or state) pending or threatened against MW for any period, nor of any basis for any such assessment, adjustment or contingency. 3.9 MW has delivered to Buyer audited financial statements dated December 31, 2004, and unaudited interim financial statements for September 30, 2005. Each of MW and Shareholder and Escrow Agent represent and warrant that such statements, herein sometimes called "MW Financial Statements", are complete and correct in all material respects and, together with the notes to these financial statements, present fairly and completely the financial position and results of operations of MW for the periods indicated. All financial statements of MW have been prepared in accordance with generally accepted accounting principles. 3.10 As of the date hereof, each of MW and Shareholder and Escrow Agent represent and warrant that all outstanding indebtedness of MW is as shown on the financial statements (except for such additional liabilities payable as set forth on Schedule 3.10) and all such scheduled indebtedness, if any, which will be the sole responsibility of MW and shall be paid in full by MW at or before the closing. In addition, at the closing, MW shall provide updated interim financial statements as of the Closing Date specifying all accrued liabilities of MW through such date (including legal fees of Escrow Agent related to the transactions through the Closing Date). 3.11 Since the respective dates of the MW Financial Statements, there have not been any material adverse changes in the business or condition or prospects, financial or otherwise, of MW. MW does not have any liabilities, commitments or obligations, secured or unsecured except as shown on updated financials (whether accrued, absolute, contingent or otherwise) or accrued expenses related to the transactions contemplated by this Agreement. 3.12 MW is not a party to any contract performable in the future. MW is not liable on or party to any existing contract or subject to any existing contract, except its Transfer Agent Agreement which contains no material obligations of the Company. MW shall not enter into any contract from the date hereof through the Closing Date without the prior written consent of Buyer. 3.13 The representations and warranties of the MW and Shareholder and Escrow Agent set forth herein shall be true and correct as of the date hereof and the Closing Date. 3.14 MW shall deliver to Buyer all of its corporate books and records at closing. 3.15 MW has no employee benefit plan in effect at this time (nor any accrued liability related to any former plan), and no open benefits or stock options or warrants are outstanding as of date hereof and it is not now, nor ever has been, part of a controlled group contributing to any defined contribution plan and is not, nor never has been, a party to any collective bargaining agreement or other employment contracts. 3.16 No representation or warranty by Shareholder, Guarantor or Escrow Agent in this Agreement, or any certificate, report or certificate delivered pursuant hereto or in connection with the transactions contemplated hereby contains any untrue statement of a material fact or omits to state any material fact necessary to make such representation or warranty not misleading or omits or will omit to state a material fact necessary in order to provide Buyer with full and proper information as to the business, financial condition, assets, liabilities, results of operation or prospects of MW. 3.17 Buyer has received a copy of MW's most recent Form 10KSB as filed with the Securities and Exchange Commission ("SEC") which includes audits for the year ended December 31, 2004 and each of its other reports filed with the SEC through the period ended September 30, 2005. MW is a registered company under the Securities Exchange Act of 1934, as amended. 3.18 Each of Shareholder and the Company represent and warrant that MW has filed all reports required to be filed by it under, and is in compliance with, the Securities Exchange Act of 1934, as amended (the "Federal Securities Laws"). No such reports, or any reports contained any untrue statement of material fact or omitted to state any material fact required to be stated therein or necessary to make the statements in such report, in light of the circumstances under which they were made, not misleading. Following the closing, Shareholder shall make all necessary filings related to the transaction contemplated hereby in accordance with applicable Federal Securities Laws. 3.19 The Buyer has not received any general solicitation or general advertising regarding the shares of MW's Common Stock. 3.20 MW has no Liabilities except as shown on the financial statements and those fees incurred in this transaction which shall be paid at or prior to closing by MW. "Liabilities" shall mean any direct or indirect indebtedness, liability, claim, loss, damage, deficiency, obligation or responsibility, known or unknown, fixed or unfixed, choate or inchoate, liquidated or unliquidated, secured or unsecured, accrued, absolute, contingent or otherwise, including, without limitation, liabilities on account of taxes, other governmental charges or litigation, whether or not of a kind required by GAAP to be set forth on a financial statement. 3.21 Each of MW, Shareholder, and Escrow Agent represent and warrant that there have been no material changes, debts, or liabilities incurred by MW since the date of 10QSB for September 30, 2005, or since then to date hereof, except legal and accounting fees for such 10QSB filing and the legal fees incurred in connection with this transaction. 3.22 Buyer will receive a good standing certificate from the State of New Mexico and an updated list of the Company's shareholders (the "Shareholders List") at the time of closing. 3.23 There are presently two (2) directors of MW and no director nominees. 3.24 MW does not own any fee simple interest in real property. MW does not lease, sublease, or have any other contractual interest in any real property. 3.25 MW is not a party to any guaranty, and no person is a party to any guaranty for the benefit of MW. 3.26 None of the property used by MW presently or in the past has been used to manufacture, treat, store, or dispose of any hazardous substance and such property is free of all such substances such that the condition of the property is in compliance with applicable environmental laws. MW is in compliance with all environmental law applicable to MW or its business and has received no notice of any noncompliance with such laws. Article IV Procedure for Closing 4.1 At the Closing Date, upon satisfaction of all conditions precedent set forth in Article V, the purchase and sale contemplated hereby shall be consummated by shareholder's delivery Common Stock certificates for the Purchase Shares to Escrow Agent, together with appropriate stock powers, and Buyer's delivery of the Consideration to Escrow Agent, together with delivery of all other items, agreements, warranties, and representations set forth in this Agreement. 4.2 Escrow Agent for transaction is Michael A. Littman Attorney, 7609 Ralston Road, Arvada, CO 80002. Article V Conditions Precedent to the Consummation of the Purchase The following are conditions precedent to the consummation of the Agreement on or before the Closing Date: 5.1 Shareholder, Guarantor, Escrow Agent and Buyer shall have performed and complied with all of their respective obligations hereunder which are to be complied with or performed on or before the Closing Date. 5.2 No action, suit or proceeding shall have been instituted or shall have been threatened before any court or other governmental body or by any public authority to restrain, enjoin or prohibit the transactions contemplated herein, or which might subject any of the parties hereto or their directors or officers to any material liability, fine, forfeiture or penalty on the grounds that the transactions contemplated hereby, the parties hereto or their directors or officers, have violated any applicable law or regulation or have otherwise acted improperly in connection with the transactions contemplated hereby, and the parties hereto have been advised by counsel that, in the opinion of such counsel, such action, suit or proceeding raises substantial questions of law or fact which could reasonably be decided adversely to any party hereto or its directors or officers. 5.3 The representations and warranties made by Shareholder, Guarantor and Escrow Agent in this Agreement shall be true as though such representations and warranties had been made or given on and as of the Closing Date. 5.4 Shareholder shall provide written proof, together with names and contact numbers for verification by Buyer, that all of the accrued, unpaid obligations of MW through the Closing Date have either been satisfied in full or are capable of being satisfied in full, including but not limited to the following: (i) all accounts payable and loans outstanding as evidenced in the Form 10QSB for the period ended September 30, 2005 and as set forth on the Closing Date financial statements; and (ii) all obligations of MW through closing to each of Shareholder, Escrow Agent, Jaspers & Hall LLC, and the transfer agent of MW, American Stock Transfer. 5.5 Shareholder's counsel shall deliver an opinion in form reasonably acceptable to Buyer and its counsel. Article VI Termination and Abandonment 6.1 Anything contained in this Agreement to the contrary notwithstanding, the Agreement may be terminated and abandoned at any time prior to or on the Closing Date: (a) By mutual consent of parties; (b) By Shareholder or Buyer, if any condition set forth in Article V relating to the other party has not been met or has not been waived by the party to whose benefit the condition runs; (c) By Shareholder or Buyer, if any suit, action, or other proceeding shall be pending or threatened by the federal or a state government before any court or governmental agency, in which it is sought to restrain, prohibit, or otherwise affect the consummation of the transactions contemplated hereby; (d) By Shareholder or Buyer, if there is discovered any material error, misstatement or omission in the representations and warranties of another party; (e) By Shareholder, if the closing does not occur, through no failure to act by Shareholder, on the Closing Date, or if Buyer fails to deliver the Consideration required herein; or (f) By Buyer, if Shareholder fails to take all actions necessary to effect the closing by the Closing Date. 6.2 Any of the terms or conditions of this Agreement may be waived at any time by the party which is entitled to the benefit thereof, by action taken by its respective board of directors or managers; provided, however, that such action shall be taken only if, in the judgment of such respective board of directors or managers taking the action, such waiver will not have a materially adverse effect on the benefits intended under this Agreement to the party waiving such term or condition. Article VII Continuing Representations and Warranties and Covenants 7.1 The respective representations, warranties, and covenants of the parties hereto and the covenants and agreements of the parties hereto shall survive after the closing for a period of two (2) years. 7.2 There are no representations whatsoever about any matter relating to Shareholder or the Purchase Shares, except as is contained in the express language of this Agreement. 7.3 Shareholder and Guarantor jointly and severally agree to indemnify, defend and hold harmless Buyer from and against any and all demands, claims, complaints, actions or causes of action, suits, proceedings, investigations, arbitrations, assessments, losses, damages, liabilities, costs and expenses, including, but not limited to, interest, penalties and reasonable attorneys' fees and disbursements ("Losses"), asserted against, imposed upon or incurred by Buyer or MW directly or indirectly, by reason of or resulting from (a) any misrepresentation or breach of the representations and warranties of Shareholder, or Guarantor or Escrow Agent contained in or made pursuant to this Agreement; (b) any noncompliance by Shareholder, Guarantor or Escrow Agent with any covenants, agreements or undertakings of Guarantor, Shareholder or Escrow Agent contained in this Agreement or made pursuant to any agreement contemplated by this Agreement and to which any of Shareholder, Guarantor or Escrow Agent is a party; (c) any claims by third parties against the Purchase Shares arising out of or relating to any transaction on or prior to the Closing Date or (d) any action or inaction on or prior to the Closing Date or any state of facts existing on or prior to the Closing Date. 7.4 Escrow Agent agrees to indemnify, defend and hold harmless Buyer from and against any and all Losses, asserted against, imposed upon or incurred by Buyer or MW directly or indirectly, by reason of or resulting from any misrepresentation or breach of the representations and warranties of Escrow Agent contained in or made pursuant to this Agreement. Article VIII Miscellaneous 8.1 This Agreement embodies the entire agreement between the parties, and there have been and are no agreements, representations or warranties among the parties other than those set forth herein or those provided for herein. 8.2 To facilitate the execution of this Agreement, any number of counterparts hereof may be executed, and each such counterpart shall be deemed to be an original instrument, but all such counterparts together shall constitute but one instrument. 8.3 All parties to this Agreement agree that if it becomes necessary or desirable to execute further instruments or to make such other assurances as are deemed necessary, the party requested to do so will use its reasonable best efforts to provide such executed instruments or do all things necessary or proper to carry out the purpose of this Agreement. 8.4 This Agreement may not be amended except by written consent of all parties. 8.5 Any notices, requests, or other communications required or permitted hereunder shall be delivered personally or sent by overnight courier service, prepaid, addressed as follows: If to Shareholder or Guarantor: c/o Michael A. Littman, Esq. 7609 Ralston Road Arvada, CO 80002 Attention: Michael A. Littman Facsimile: (303) 422-8127 If to Buyer: c/o LD Acquisition LLC or such other addresses as shall be furnished in writing by any party, and any such notice or communication shall be deemed to have been given as of the date received. 8.6 No press release or public statement will be issued relating to the transactions contemplated by this Agreement without prior approval of the Buyer and Shareholder. 8.7 This Agreement shall be governed by and construed in accordance with and enforced under the laws of the state of Delaware applicable to all agreements made hereunder. Venue and jurisdiction for any legal actions hereunder shall be District Court in and for Newcastle County, Delaware. 8.8 In connection with this Agreement, the Buyer has appointed Michael A. Littman, Esq. as its Escrow Agent to do the following upon receipt by Escrow Agent of a signed certificate from Buyer and from Shareholder certifying that all conditions precedent to closing have been satisfied in full: (a) Transmit the Consideration of $230,000.00 to Shareholder for the Purchase Shares; (b) Accept the Common Stock certificates of Shareholder with duly signed and guaranteed signatures for the Purchase Shares, together with the appropriate stock powers and record such transfer of the corporate records; (c) Transmit by Federal Express the stock certificates to Buyer pursuant to its instruction at the notice address set forth above; (d) In the event of default in delivery of cash or certificates by a party under this Agreement, any cash or certificates received from the other party shall be returned to the remitting party three (3) business days after demand by the remitting party; and (e) Escrow Agent is specifically indemnified and held harmless hereby for his actions or inactions in following these instructions. In the event of a dispute involving the escrow instructions or the Consideration to be delivered in escrow, the Escrow Agent is authorized to implead the Consideration received into the District Court of Jefferson County Colorado upon ten (10) days' written notice, and be relieved of any further escrow duties thereupon. Any and all costs of attorneys' fees and legal actions of Escrow Agent for any dispute resolution or impleader action shall be paid in equal shares by the parties to this Agreement. 8.9 Buyer reserves the right to assign any of its rights and obligations hereunder to an affiliate. 8.10 Guarantor hereby unconditionally, absolutely and irrevocably guarantees the full and punctual payment and performance when due, whether by declaration, acceleration, demand, or otherwise, of the Shareholder, MW or Escrow Agent. The liability of Guarantor under this Section 8.10 is irrevocable, absolute, independent and unconditional and is exclusive and independent of any security for or other, and the liability of Guarantor hereunder shall not be affected or impaired by any circumstances or occurrence whatsoever. [the remainder of this page is intentionally left blank] IN WITNESS WHEREOF, the parties have executed this Agreement this _____ day of November, 2005. SHAREHOLDER: Skye Blue Ventures, LLC By:_______________________________ Its:____________________________ BUYER: LD Acquisition LLC, a Delaware limited liability GUARANTOR: ---------------------------------- Denis Iler ESCROW AGENT: ---------------------------------- Michael Littman, Esq. EX-10.3 4 ex103mwspa.txt MW SHARE PURCHASE AGREEMENT This Share Purchase Agreement ("Agreement"), dated as of November__, 2005, by and among Mountains West Exploration, Inc., a New Mexico corporation ("MW") Denis Iler ("Guarantor"), LD Acquisition LLC, a Delaware limited liability company, or it assigns ("Buyer"), and for certain purposes set forth herein, Michael Littman, Esq. ("Escrow Agent"). W I T N E S S E T H: A. WHEREAS, MW is a corporation duly organized and validly existing under the laws of the State of New Mexico. B. WHEREAS, Buyer desires to purchase an aggregate of 300,000 shares (the "Purchase Shares") of MW's common stock, no par value (the "Common Stock"), and MW desires to issue and sell the Purchase Shares to Buyer. C. WHEREAS, Buyer shall also loan funds to MW in the amount of $197,000.00 in exchange for which Buyer shall be issued a warrant to purchase up to 10,000,000 shares of Common Stock. D WHEREAS, Guarantor wishes to guaranty the obligations of MW hereunder, and such guaranty is a material inducement to Buyer entering into this Agreement. NOW, THEREFORE, it is agreed among the parties as follows: Article I The PURCHASE and THE LOAN 1.1 Subject to the terms and conditions set forth herein, MW shall sell to Buyer and Buyer shall purchase an aggregate of 300,000 newly issued shares of Common Stock from MW. The purchase price for such Purchase Shares to be paid by Buyer to MW is $3,000.00 (the "Consideration"). The Consideration shall be paid at closing by a wire transfer or transmittal of a cashier's check to the escrow account for Mountains West Exploration, Inc. maintained by the Escrow Agent (the "Escrow Account"). 1.2 Subject to the terms and conditions set forth herein, the Buyer shall lend $197,000 to MW and MW shall issue a promissory note evidencing such loan and grant to Buyer a warrant to purchase up to 10,000,000 shares of Common Stock. Article II Closing and Issuance of Shares and Warrant 2.1 The Purchase Shares shall be issued by MW and delivered to Buyer duly issued fully paid and non-assessable by depositing same with Escrow Agent for delivery to Buyer, upon receipt of the Consideration by MW, and satisfaction of a) the procedures in Article IV, and b) the conditions precedent in Article V. 2.2 Buyer shall lend to MW an amount equal to $197,000.00 (the "loan proceeds") as evidenced by the form of promissory note attached hereto as Exhibit A (the "Note"). 2.3 MW shall issue to the Buyer a warrant to purchase up to 10,000,000 shares as evidenced by the form of warrant attached hereto as Exhibit B (the "Warrant"). 2.4 The closing of the transactions contemplated hereunder shall be completed by delivery to Escrow Account of the requisite closing documents and the Consideration, and delivery of the share certificate(s) for the Purchase Shares on or before November __, 2005 at 5:00 p.m. PST ("Closing Date"), subject to satisfaction of the terms and conditions set forth herein. The Consideration may be delivered by Federal Express or wire transfers, and any closing documents may be delivered by facsimile, Federal Express or other appropriate means. Article III Representations, Warranties and Covenants Each of MW and Guarantor hereby jointly and severally represents, warrants and covenants to Buyer and agrees to those items specified below, and Escrow Agent jointly and severally represents and warrants to Buyer (to the extent specifically referencing Escrow Agent), each as follows: 3.1 MW is a corporation duly organized, validly existing and in good standing under the laws of the State of New Mexico, and has the corporate power and authority to own or lease its properties and to carry on its business as it is now being conducted. MW has no active business operations or employees. The Articles of Incorporation of MW, as amended (the "Articles"), and the Bylaws of MW, as amended (the "Bylaws"), are complete and accurate, and the minute books of MW, copies of which have also been made available to Buyer, contain a record, which is complete and accurate in all material respects, of all meetings and all corporate actions of the shareholders and Board of Directors of MW. Schedule 3.1 hereto contains true, complete and accurate copies of the Articles and Bylaws, as certified by an officer of MW. 3.2 The authorized capital stock of MW consists of 50,000,000 shares, all of which are designated Common Stock. MW has no preferred stock authorized, issued or outstanding. There are 1,000,018 shares of Common Stock of MW issued and outstanding. All such shares of MW are validly issued, fully paid, non-assessable and free of preemptive rights. MW has no outstanding options, warrants, or other rights to purchase, or subscribe to, or other securities convertible into or exchangeable for any shares of capital stock of MW, or contracts or arrangements of any kind relating to the issuance, sale or transfer of any capital stock or other equity securities of MW. All of the outstanding shares of capital stock of MW have been offered, issued, sold and delivered in compliance with applicable federal and state securities laws and none of such securities were, at the time of issuance, subject to preemptive rights. None of such issued and outstanding shares is the subject of any voting trust agreement relating to the voting thereof or restricting in any way the sale or transfer thereof. 3.3 When issued, the Purchase Shares shall be issued, fully paid, non-assessable and free of preemptive rights and, the Buyer will acquire good and valid title to the Purchase Shares, free and clear of any lien, pledge, security interest or other encumbrance. None of the Purchase Shares are the subject of any voting trust agreement or other agreement relating to the voting thereof or restricting in any way the sale or transfer thereof. 3.4 MW does not own nor has it owned, in the last three years, any outstanding shares of capital stock or other equity interests of any partnership, joint venture, trust, corporation, limited liability company or other entity and there are no obligations of MW to repurchase, redeem or otherwise acquire any capital stock or equity interest of another entity. 3.5 This Agreement has been duly authorized, validly executed and delivered on behalf of MW, Guarantor and Escrow Agent and is a valid and binding agreement and obligation of MW, Guarantor and Escrow Agent, enforceable against the parties in accordance with its terms, subject to limitations on enforcement by general principles of equity and by bankruptcy or other laws affecting the enforcement of creditors' rights generally, and each of MW, Guarantor and Escrow Agent has complete and unrestricted power to enter into and, upon the appropriate approvals as required by law, to consummate the transactions contemplated by this Agreement. 3.6 Neither the making of, nor the compliance with, the terms and provisions of this Agreement and consummation of the transactions contemplated herein by MW will conflict with or result in a breach or violation of the Articles, Bylaws, or of any provisions of any indenture, mortgage, deed of trust or other agreement or instrument to which MW is a party, or of any provision of any law, statute, rule, regulation, or any existing applicable decree, judgment or order by any court, federal or state regulatory body, administrative agency, or other governmental body having jurisdiction over MW, or any of its properties or assets, or will result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of MW pursuant to the terms of any agreement or instrument to which MW is a party or by which MW may be bound or to which any of property of MW is subject and no event has occurred with which lapse of time or action by a third party could result in a breach or violation of or default by MW. 3.7 There is no claim, legal action, arbitration, governmental investigation or other legal or administrative proceeding, nor any order, decree or judgment in progress, pending or in effect, or to the best knowledge of MW, Guarantor or Escrow Agent threatened against or relating to MW or affecting any of its assets, properties, business or capital stock or with respect to Guarantor's interests in MW. There is no continuing order, injunction or decree of any court, arbitrator or governmental authority to which MW is a party or by which MW or its assets, properties, business or capital stock are bound. 3.8 Each of Guarantor and Escrow Agent represent and warrant that MW has truly, completely and accurately prepared and filed all federal, state and other tax returns required by law, domestic and foreign, to be filed by it, has paid or made provisions for the payment of all taxes due and all additional assessments, and adequate provisions have been and are reflected in the financial statements of MW for all current taxes and other charges to which MW is subject and which are not currently due and payable. None of the Federal income tax returns of MW have been audited by the Internal Revenue Service or other foreign governmental tax agency. Each of MW and Escrow Agent has no knowledge of any additional assessments, adjustments or contingent tax liability (whether federal or state) pending or threatened against MW for any period, nor of any basis for any such assessment, adjustment or contingency. 3.9 MW has delivered to Buyer audited financial statements dated December 31, 2004, and unaudited interim financial statements for September 30, 2005. Each of MW and Escrow Agent represent and warrant that such statements, herein sometimes called "MW Financial Statements," are complete and correct in all material respects and, together with the notes to these financial statements, present fairly and completely the financial position and results of operations of MW for the periods indicated. All financial statements of MW have been prepared in accordance with generally accepted accounting principles. 3.10 As of the date hereof, each of MW and Escrow Agent, represent and warrant that all outstanding indebtedness of MW is as shown on the financial statements (except for such additional liabilities payable as set forth on Schedule 3.10) and all such scheduled indebtedness, if any, which will be the sole responsibility of MW and shall be paid in full by MW at or before the closing. In addition, at the closing, MW shall provide updated interim financial statements as of the Closing Date specifying all accrued liabilities of MW through such date (including accrued, unpaid legal fees of Escrow Agent through the Closing Date) and shall further cause all of such accrued liabilities through the Closing Date to be paid on or before the closing. 3.11 Since the respective dates of the MW Financial Statements, there have not been any material adverse changes in the business or condition or prospects, financial or otherwise, of MW. MW does not have any liabilities, commitments or obligations, secured or unsecured except as shown on updated financials (whether accrued, absolute, contingent or otherwise), or accrued expenses related to the transactions contemplated by this Agreement, and which shall be fully paid at the closing. 3.12 MW is not a party to any contract performable in the future. MW is not party to or liable on any existing contract or subject to any existing contract, except its Transfer Agent Agreement which contains no material obligations of the Company. MW shall not enter into any contract from the date hereof through the Closing Date without the prior written consent of Buyer. 3.13 The representations and warranties of the MW, Guarantor and Escrow Agent set forth herein shall be true and correct as of the date hereof and the Closing Date. 3.14 MW shall deliver to Buyer all of its corporate books and records at closing. 3.15 MW has no employee benefit plan in effect at this time (nor any accrued liabilities related to any prior plan), and no open benefits or stock options or warrants are outstanding as of date hereof and it is not now, nor ever has been, part of a controlled group contributing to any defined contribution plan and is not, nor never has been, a party to any collective bargaining agreement or other employment contracts. 3.16 No representation or warranty by MW, Guarantor or Escrow Agent in this Agreement, or any certificate, report or certificate delivered pursuant hereto or in connection with the transactions contemplated hereby contains any untrue statement of a material fact or omits to state any material fact necessary to make such representation or warranty not misleading. or omits or will omit to state a material fact necessary in order to provide Buyer with full and proper information as to the business, financial condition, assets, liabilities, results of operation or prospects of MW. 3.17 Buyer has received a copy of MW's most recent Form 10KSB as filed with the Securities and Exchange Commission ("SEC") which include audits for the year ended December 31, 2004 and each of its other reports filed with the SEC through the period ended September 30, 2005. MW is a registered company under the Securities Exchange Act of 1934, as amended. 3.18 Each of MW and the Guarantor represent and warrant that MW has filed all reports required to be filed by it under, and is in compliance with, the Securities Exchange Act of 1934, as amended (the "Federal Securities Laws"). No such reports, or any reports contained any untrue statement of material fact or omitted to state any material fact required to be stated therein or necessary to make the statements in such report, in light of the circumstances under which they were made, not misleading. Following the closing, MW shall make all necessary filings related to the transaction contemplated hereby in accordance with applicable Federal Securities Laws. 3.19 Buyer has not received any general solicitation or general advertising regarding the shares of MW's Common Stock. 3.20 MW has no Liabilities except as shown on the financial statements, and those fees incurred in this transaction which shall be paid at or prior to closing by MW. "Liabilities" shall mean any direct or indirect indebtedness, liability, claim, loss, damage, deficiency, obligation or responsibility, known or unknown, fixed or unfixed, choate or inchoate, liquidated or unliquidated, secured or unsecured, accrued, absolute, contingent or otherwise, including, without limitation, liabilities on account of taxes, other governmental charges or litigation, whether or not of a kind required by GAAP to be set forth on a financial statement. 3.21 MW and Escrow Agent represent and warrant that there have been no material changes, debts, or liabilities incurred by MW since the date of 10QSB for September 30, 2005, or since then to date hereof, except legal and accounting fees for such 10QSB filing and the legal fees incurred in this transaction. 3.22 Buyer will receive a good standing certificate from the State of New Mexico and an updated list of the Company's shareholders (the "Shareholder List") at the time of closing. 3.23 There are presently two (2) directors of MW and no director nominees. 3.24 MW does not own any fee simple interest in real property. MW does not lease, sublease, or have any other contractual interest in any real property. 3.25 MW is not a party to any guaranty, and no person is a party to any guaranty for the benefit of MW. 3.26 None of the property used by MW presently or in the past has been used to manufacture, treat, store, or dispose of any hazardous substance and such property is free of all such substances such that the condition of the property is in compliance with applicable environmental laws. MW is in compliance with all environmental law applicable to MW or its business and has received no notice of any noncompliance with such laws. Article IV Procedure for Closing 4.1 At the Closing Date, the purchase, sale and loan shall be consummated after satisfaction of all conditions precedent set forth in Article V, by MW's delivery of common stock certificates for the Purchase Shares to Escrow Agent, and Buyer's delivery of the Consideration for the Purchase Shares and the loan proceeds to Escrow Agent, together with delivery of all other items, agreements, warranties, and representations set forth in this Agreement, including the Note and the Warrant. 4.2 Escrow Agent for transaction is Michael A. Littman Attorney, 7609 Ralston Road, Arvada, CO 80002. The Consideration and the loan proceeds shall be disbursed from the Escrow Account in accordance with Schedule A to be attached hereto. Article V Conditions Precedent to the Consummation of the Transaction The following are conditions precedent to the consummation of the Agreement on or before the Closing Date: 5.1 MW and Buyer shall have performed and complied with all of their respective obligations hereunder which are to be complied with or performed on or before the Closing Date. 5.2 No action, suit or proceeding shall have been instituted or shall have been threatened before any court or other governmental body or by any public authority to restrain, enjoin or prohibit the transactions contemplated herein, or which might subject any of the parties hereto or their directors or officers to any material liability, fine, forfeiture or penalty on the grounds that the transactions contemplated hereby, the parties hereto or their directors or officers, have violated any applicable law or regulation or have otherwise acted improperly in connection with the transactions contemplated hereby, and the parties hereto have been advised by counsel that, in the opinion of such counsel, such action, suit or proceeding raises substantial questions of law or fact which could reasonably be decided adversely to any party hereto or its directors or officers. 5.3 The representations and warranties made by MW in this Agreement shall be true as though such representations and warranties had been made or given on and as of the Closing Date. 5.4 Seller shall provide written proof, together with names and contact numbers for verification by Buyer, that all of the accrued, unpaid obligations of MW through the Closing Date have either been satisfied in full or are capable of being satisfied in full (and will be subject to direction for application per Schedule A) from the Consideration and loan proceeds, including but not limited to the following: (i) all accounts payable and loans outstanding as evidenced in the Form 10QSB for the period ended September 30, 2005 and as set forth on the Closing Date financial statements; and (ii) all obligations of MW through closing to each of, Michael A. Littman, Jaspers & Hall LLC, and the Transfer Agent of MW, American Stock Transfer. 5.5 Seller's counsel shall deliver an opinion in form reasonable to Buyer and its counsel. Article VI Termination and Abandonment 6.1 Anything contained in this Agreement to the contrary notwithstanding, the Agreement may be terminated and abandoned at any time prior to or on the Closing Date: (a) By mutual consent of parties; (b) By MW or Buyer, if any condition set forth in Article V relating to the other party has not been met or has not been waived by the party to whose benefit the condition runs; (c) By MW or Buyer, if any suit, action, or other proceeding shall be pending or threatened by the federal or a state government before any court or governmental agency, in which it is sought to restrain, prohibit, or otherwise affect the consummation of the transactions contemplated hereby; (d) By MW or Buyer, if there is discovered any material error, misstatement or omission in the representations and warranties of another party; (e) By MW, if the closing does not occur, through no failure to act by MW, on the Closing Date, or if Buyer fails to deliver the Consideration or loan proceeds required herein; or (f) By Buyer, if MW fails to take all actions necessary to effect the closing by the Closing Date. 6.2 Any of the terms or conditions of this Agreement may be waived at any time by the party which is entitled to the benefit thereof, by properly authorized action. Article VII Continuing Representations and Warranties and Covenants; Indemnification 7.1 The respective representations, warranties, and covenants of the parties hereto and the covenants and agreements of the parties hereto shall survive after the closing under this Agreement for a period of two (2) years. 7.2 There are no representations whatsoever about any matter relating to MW or any item contained in this Agreement, except as is contained in the express language of this Agreement. 7.3 MW and Guarantor agree to jointly and severally indemnify, defend and hold harmless Buyer from and against any and all demands, claims, complaints, actions or causes of action, suits, proceedings, investigations, arbitrations, assessments, losses, damages, liabilities, costs and expenses, including, but not limited to, interest, penalties and reasonable attorneys' fees and disbursements ("Losses"), asserted against, imposed upon or incurred by Buyer or MW directly or indirectly, by reason of or resulting from (a) any misrepresentation or breach of the representations and warranties of the MW, Guarantor or Escrow Agent contained in or made pursuant to this Agreement; (b) any noncompliance by MW, Guarantor or Escrow Agent with any covenants, agreements or undertakings of MW, Guarantor or Escrow Agent contained in this Agreement or made pursuant to any agreement contemplated by this Agreement and to which either MW, Guarantor or Escrow Agent is a party; (c) any claims by third parties against the Purchase Shares arising out of or relating to any transaction on or prior to the Closing Date; or (d) any action or inaction on or prior to the Closing Date or any state of facts existing on or prior to the Closing Date. 7.4 Escrow Agent agrees to indemnify, defend and hold harmless Buyer from and against any and all Losses, asserted against, imposed upon or incurred by Buyer or MW directly or indirectly, by reason of or resulting from any misrepresentation or breach of the representations and warranties of Escrow Agent contained in or made pursuant to this Agreement. Article VIII Miscellaneous 8.1 This Agreement embodies the entire agreement between the parties, and there have been and are no agreements, representations or warranties among the parties other than those set forth herein or those provided for herein. 8.2 To facilitate the execution of this Agreement, any number of counterparts hereof may be executed, and each such counterpart shall be deemed to be an original instrument, but all such counterparts together shall constitute but one instrument. 8.3 All parties to this Agreement agree that if it becomes necessary or desirable to execute further instruments or to make such other assurances as are deemed necessary, the party requested to do so will use its best efforts to provide such executed instruments or do all things necessary or proper to carry out the purpose of this Agreement. 8.4 This Agreement may not be amended except by written consent of both parties. 8.5 Any notices, requests, or other communications required or permitted hereunder shall be delivered personally or sent by overnight courier service, prepaid, addressed as follows: If to MW or Guarantor: c/o Mountains West Exploration, Inc. 7609 Ralston Road Arvada, CO 80002 Attention: Michael Littman Facsimile: (303) 422-8127 If to Buyer: c/o LD Acquisition LLC or such other addresses as shall be furnished in writing by any party, and any such notice or communication shall be deemed to have been given as of the date received. 8.6 No press release or public statement will be issued relating to the transactions contemplated by this Agreement without prior approval of the Buyer and MW. However, MW may issue at any time any press release or other public statement it believes on the advice of its counsel it is obligated to issue to avoid liability under the law relating to disclosures, but the party issuing such press release or public statement shall make a reasonable effort to give the other party prior notice of and opportunity to participate in such release or statement. 8.7 This Agreement shall be governed by and construed in accordance with and enforced under the laws of the state of Delaware applicable to all agreements made hereunder. Venue and jurisdiction for any legal actions hereunder shall be District Court in and for Newcastle County, Delaware. 8.8 In connection with this Agreement the Buyer has appointed Michael A. Littman, Esq. as their Escrow Agent to do the following upon receipt by Escrow Agent of a signed certificate from Buyer and from MW certifying that all conditions precedent to closing have been satisfied in full: (a) Transmit the Consideration of $3.000.00 for purchase newly issued shares to MW and the $197,000.00 of the loan proceeds to MW (which amounts shall be applied to the satisfaction of the liabilities set forth on Schedule A); (b) Accept the Note and the Warrant. (c) Accept the common stock certificate of MW with duly signed and guaranteed signatures for the newly issued certificate for an aggregate of 300,000 shares of MW Common Stock for delivery to Buyer and its designees; (d) Transmit by Federal Express the stock certificates, the Note and the Warrant to Buyer pursuant to their instruction at the notice address set forth above; (e) In the event of default in delivery of cash or certificates by a party under this agreement, any cash or certificates received from the other party shall be returned to the remitting party three (3) business days after demand by the remitting party; and (f) Escrow Agent is specifically indemnified and held harmless hereby for his actions or inactions in following these instructions. In the event of a dispute involving the escrow instructions or the consideration to be delivered in escrow, the Escrow Agent is authorized to implead the consideration received into the District Court of Jefferson County Colorado upon ten (10) days' written notice, and be relieved of any further escrow duties thereupon. Any and all costs of attorneys' fees and legal actions of Escrow Agent for any dispute resolution or impleader action shall be paid in equal shares by the parties to this agreement. 8.9 Escrow Agent shall be authorized to disburse funds upon receipt of the payment for the purchase shares in accordance with MW's written instructions. 8.10 MW agrees to appoint the Buyer's designee as President, and Denis Iler shall immediately resign as the President of MW, upon closing. MW agrees to cause its Board of Directors to execute minutes appointing two (2) of Buyer's designee(s) as directors of MW concurrent with the closing hereunder and to cause the delivery at closing of the resignations of each of its current directors effective twenty (20) days following the Closing Date. Buyer shall provide the names of the appointees for officers as soon as the Buyer wishes to have the persons appointed to the offices. Seller's current directors shall resign effective ten (10) days after mailing of Notice to Shareholders pursuant to Section 14(f) of the Securities & Exchange Act of 1934. 8.11 Guarantor hereby unconditionally, absolutely and irrevocably guarantees the full and punctual payment and performance when due, whether by declaration, acceleration, demand, or otherwise, of MW or Escrow Agent. The liability of Guarantor is irrevocable, absolute, independent and unconditional and is exclusive and independent of any security for or other, and the liability of Guarantor hereunder shall not be affected or impaired by any circumstances or occurrence whatsoever. 8.12 Buyer reserves the right to assign any of its rights and obligations hereunder to an affiliate. [the remainder of this page is intentionally left blank] IN WITNESS WHEREOF, the parties have executed this Agreement this _____ day of November, 2005. MW: Mountains West Exploration, Inc., a New Mexico Corporation By:_______________________________ Its:_____________________________ BUYER: LD Acquisition LLC, a Delaware limited liability company GUARANTOR: - ------------------------------------ ESCROW AGENT: schedule a application of Funds from Share Purchase Legal Fees $____________ Accounting Fees $____________ Transfer Agent Fees $____________ EX-10.4 5 ex104warrant.txt THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY APPLICABLE STATE SECURITIES LAW, AND IN THE ABSENCE OF SUCH REGISTRATION MAY NOT BE SOLD OR TRANSFERRED UNLESS THE ISSUER OF THIS WARRANT HAS RECEIVED AN OPINION OF ITS COUNSEL, OR OF COUNSEL REASONABLY SATISFACTORY TO IT, THAT THE PROPOSED SALE OR TRANSFER WILL NOT VIOLATE THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAW. Issue Date: November __, 2005 WARRANT TO PURCHASE COMMON STOCK OF Mountains West Exploration, Inc., (a New Mexico corporation) This is to certify that LD Acquisition LLC or its permitted assigns ("Holder"), is entitled to purchase, subject to the provisions of this Warrant, from MOUNTAINS WEST EXPLORATION, INC., its successors and assigns (the "Company"), at any time on or after the Issue Date and for a period of ten (10) years after the Issue Date (the "Exercise Period"), up to 10,000,000 shares of Common Stock (the "Warrant Shares"), for an exercise price of $.01 per share of Common Stock to be issued hereunder. The number of shares of Common Stock to be received upon the exercise of this Warrant and the exercise price to be paid for a share of Common Stock may be adjusted from time to time as herein set forth. The exercise price for the shares of Common Stock in effect at any time is hereinafter sometimes referred to as the "Exercise Price." Certain capitalized terms used herein are defined in Section 9. 1. Method of Exercise. Subject to the other provisions of this Warrant, this Warrant may only be exercised in whole or in part during the Exercise Period by (i) payment of the Exercise Price by either (A) cash or a certified or bank check, payable to the order of the Company or (B) a written notice to the Company that Holder is exercising this Warrant (or a portion thereof) by authorizing the Company to withhold from issuance a number of shares of Warrant Shares issuable upon exercise of this Warrant which when multiplied by the Market Price of the Warrant Shares is equal to the aggregate Exercise Price (and such withheld shares shall no longer be issuable under this Warrant), and (ii) presentation and surrender of this Warrant to the Company with the exercise notice substantially in the form attached hereto as Exhibit A duly executed (the "Exercise Notice"). Upon receipt by the Company of this Warrant and the Exercise Notice in proper form for exercise, the Holder shall be deemed to be the Holder of record of the shares of Common Stock issuable upon such exercise, notwithstanding that the stock transfer books of the Company shall then be closed or that certificates representing such shares of Common Stock shall not then be actually delivered to the Holder. The Company shall use its best efforts to issue the proper stock certificate within five (5) business days of receiving all required documentation. Such stock certificate shall bear such legends as the Company may deem necessary or appropriate. 2. Payment of Taxes. The Company shall pay all expenses in connection with, and all taxes and other governmental charges that may be imposed with respect to, the issue or delivery of this Warrant, unless such tax or charge is imposed by law upon Holder, in which case such taxes or charges shall be paid by Holder. 3. Reservation of Shares. From and after the date hereof, the Company shall at all times reserve and keep available for issuance and delivery upon exercise of this Warrant such number of shares of its Common Stock as shall be sufficient to permit the exercise in full of this Warrant. All shares of Common Stock which shall be so issuable, when issued upon exercise of this Warrant and payment therefor in accordance with the terms of this Warrant, shall be duly and validly issued and fully paid and nonassessable. 4. Fractional Shares. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant. With respect to any fraction of a share called for upon exercise hereof, the Company shall pay to the Holder an amount in cash equal to such fraction multiplied by the current Market Price of a full share. 5. Exchange, Assignment or Loss of Warrant. (a) Exchange. This Warrant is exchangeable, without expense, at the option of the Holder, upon presentation and surrender hereof to the Company for other Warrants in identical form of different denominations entitling the Holder thereof to purchase in the aggregate the same number of shares of Common Stock purchasable hereunder. (b) Assignment. This Warrant may only be assigned or transferred by the Holder in accordance with the terms of this Warrant upon written notice to the Company. Any assignment shall be made by surrender of this Warrant to the Company with the assignment form substantially in the form attached hereto as Exhibit B duly executed (the "Assignment Form"). The Company shall, within five (5) business days of receipt of the Warrant and Assignment Form, execute and deliver a new Warrant in identical form in the name of the assignee named in such instrument of assignment. This Warrant may be divided or may be combined with other Warrants which carry the same rights upon presentation hereof at the office of the Company together with a written notice specifying the names and the denominations in which new Warrants are to be issued and signed by the Holder hereof. The term "Warrant" as used herein includes any Warrants issued in substitution for or replacement of this Warrant or into which this Warrant may be divided or exchanged. (c) Loss. Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction, or mutilation of this Warrant, and (in the case of loss, theft or destruction) of reasonably satisfactory indemnification, and upon surrender and cancellation of this Warrant if mutilated, the Company will execute and will deliver a new Warrant in identical form. Any such new Warrant executed and delivered shall constitute an additional contractual obligation on the part of the Company, whether or not this Warrant so lost, stolen, destroyed or mutilated shall be at any time enforceable by anyone. 6. Rights of the Holder. The Holder, by virtue hereof, shall not be entitled to any rights of a shareholder in the Company, either at law or in equity, and the rights of the Holder are limited to those expressed in this Warrant. 7. Exercise Price. In order to prevent dilution of the exercise rights granted hereunder, the Exercise Price will be subject to adjustment from time to time pursuant to this Section 7. (a) Adjustments for Other Dividends and Distributions. In the event the Company at any time prior to the expiration of this Warrant makes or issues, or fixes a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in securities of the Company other than shares of Common Stock, then and in each such event provision shall be made so that the Holder shall receive upon exercise thereof, in addition to the number of shares of Common Stock receivable thereupon, the amount of securities of the Company which the Holder would have received had this Warrant been exercised for Common Stock on the date of such event and had the Holder thereafter, during the period from the date of such event to and including the exercise date, retained such securities receivable by the Holder as aforesaid during such period, subject to all other adjustments called for during such period under this Section 7 with respect to the rights of the Holder of this Warrant. (b) Subdivision or Combination of Common Stock. If the Company at any time subdivides (by any stock split, stock dividend, recapitalization or otherwise) one or more classes of its outstanding shares of Common Stock into a greater number of shares, the number of shares of Common Stock for which this Warrant is exercisable shall immediately be proportionately increased, and if the Company at any time combines (by reverse stock split or otherwise) one or more classes of its outstanding shares of Common Stock into a smaller number of shares, the number of shares of Common Stock for which this Warrant is exercisable shall immediately be proportionately decreased. (c) Reorganization, Reclassification, Consolidation, Merger or Sale. Any capital reorganization, reclassification, consolidation, merger or sale of all or substantially all of the Company's assets to another Person which is effected in such a way that holders of Common Stock are entitled to receive (either directly or upon subsequent liquidation) stock, securities or assets with respect to or in exchange for Common Stock is referred to herein as an "Organic Change". Prior to the consummation of any Organic Change, the Company shall provide Holder with notice of such Organic Change, such notice to be at least thirty (30) days prior to the consummation of the Organic Change. The Holder shall have a period of thirty (30) days to exercise this Warrant (which exercise may be conditioned upon the consummation of the Organic Change), and upon consummation of the Organic Change, this Warrant and any unexercised Warrant Shares shall automatically terminate. In the event the Organic Change is not consummated, this Warrant shall remain in full force and effect. (d) Certain Events. If any event occurs of the type contemplated by the provisions of this Section 7 but not expressly provided for by such provisions, then the Company's board of directors and the Company will make an appropriate adjustment in the Exercise Price so as to protect the rights of the Holder hereunder. 9. Definitions. "Common Stock" means, collectively, the Company's Common Stock, no par value, and any capital stock of any class of the Company hereafter authorized which is not limited to a fixed sum or percentage of par or stated value in respect to the rights of the holders thereof to participate in dividends or in the distribution of assets upon any liquidation, dissolution or winding up of the Company. "Market Price" of any security means the average of the closing prices of such security's sales on all securities exchanges on which such security may at the time be listed, or, if there has been no sales on any such exchange on any day, the average of the highest bid and lowest asked prices on all such exchanges at the end of such day, or, if on any day such security is not so listed, the average of the representative bid and asked prices quoted in the NASDAQ System as of 4:00 P.M., New York time, or, if on any day such security is not quoted in the NASDAQ System, the average of the highest bid and lowest asked prices on such day in the domestic over-the-counter market as reported by the National Quotation Bureau, Incorporated, or any similar successor organization, in each such case averaged over a period of 21 days consisting of the day as of which "Market Price" is being determined and the 20 consecutive business days prior to such day. If at any time such security is not listed on any securities exchange or quoted in the NASDAQ System or the over-the-counter market, the "Market Price" will be the fair value thereof determined by the Company's board of directors, in good faith. "Person" means an individual, a partnership, a limited liability company, a corporation, an association, a joint stock company, a trust, a joint venture, an unincorporated organization and a governmental entity or any department, agency or political subdivision thereof. 10. Notices. Except as otherwise expressly provided, all notices referred to herein will be in writing and will be delivered by registered or certified mail, return receipt requested, postage prepaid and will be deemed to have been given when so mailed (i) to the Company at its principal executive offices and (ii) to Holder at Holder's address as it appears in the stock records of the Company (unless otherwise indicated by Holder). 11. Applicable Law. This Warrant shall be governed by and construed in accordance with the laws of the State of Delaware. [Remainder of Page Intentionally Left Blank] IN WITNESS WHEREOF, Mountains West Exploration, Inc. has caused this Warrant to be signed by its duly authorized officer and dated as of the date set forth above. Mountains West Exploration, Inc. By_________________________________ Exhibit A Exercise Notice [To be executed only upon exercise of Warrant] The undersigned registered owner of this Warrant irrevocably exercises this Warrant for the purchase of __________ Shares of Common Stock of MOUNTAINS WEST EXPLORATION, INC., and herewith makes payment therefor, all at the price and on the terms and conditions specified in this Warrant and requests that certificates for the shares of Common Stock hereby purchased (and any securities or property issuable upon such exercise) be issued in the name of and delivered to _________________________ whose address is _________________________ and, if such shares of Common Stock shall not include all of the shares of Common Stock issuable as provided in this Warrant, that a new Warrant of like tenor and date for the balance of the shares of Common Stock issuable hereunder be delivered to the undersigned. Dated: __________ _________________________________ (Name of Registered Owner) --------------------------------- (Signature of Registered Owner) --------------------------------- (Street Address) --------------------------------- (City) (State) (Zip Code) Exhibit B Assignment Form FOR VALUE RECEIVED the undersigned registered owner of this Warrant hereby sells, assigns and transfers unto the Assignee named below all of the rights of the undersigned under this Warrant, with respect to the number of shares of Common Stock set forth below: No. of Shares of Name and Address of Assignee Common Stock and if such shares of Common Stock shall not include all of the shares of Common Stock issuable as provided in this Warrant, then new Warrants of like tenor and date shall be issued. The undersigned does hereby irrevocably constitute and appoint _________________________ attorney-in-fact to register such transfer on the books of Mountains West Exploration, Inc., for the purpose, with full power of substitution in the premises. Dated: __________ _________________________________ (Name of Registered Owner) --------------------------------- (Signature of Registered Owner) EX-10.5 6 ex105security.txt SECURITY AGREEMENT THIS SECURITY AGREEMENT (the "Agreement") is entered into as of November __, 2005, by and between Mountains West Exploration, Inc. ("Borrower") and LD Acquisition LLC (the "Secured Party"). A. The Secured Party has loaned Borrower an aggregate of $197,000 evidenced by the promissory note dated as of the date hereof (the "Promissory Note"). B. As an inducement to make the loan, Borrower has agreed to grant the Secured Party a security interest in the assets of Borrower pursuant to the terms of this Agreement. NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties hereto agree as follows: 1. Grant of Security Interest. Borrower hereby grants, pledges, assigns, transfers and delivers to the Secured Party a security interest in the following property of Borrower (hereinafter called the "Collateral"): (a) accounts, accounts receivable, chattel paper, contract rights, leases, leasehold interests, letter of credit rights, instruments, documents, investment property, software, patents, copyrights, trademarks, trade names, beneficial interests and general intangibles, (b) certificated or uncertificated securities, (c) goods, including, without limitation, all of Borrower's consumer goods, equipment, fixtures and inventory, (d) documents and instruments, (e) liens, guaranties and other rights and privileges pertaining to any of the foregoing, (f) all accessions to the foregoing and all substitutions, renewals, improvements and replacements of and additions to the foregoing, (g) all books, records and computer records in any way relating to the foregoing, and (h) all proceeds and products of any of the foregoing. The Collateral shall secure payment and performance of Borrower's obligations under the Promissory Note (the "Obligations"). All references to the "Code" shall refer to the Uniform Commercial Code of the State of Delaware, as amended from time to time. 2. Authorization to File. The Borrower hereby irrevocably authorizes the Secured Party at any time and from time to time to file in any Uniform Commercial Code jurisdiction any initial financing statements and amendments thereto that (a) indicate the Collateral (i) as all assets of the Borrower or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the Uniform Commercial Code of the State or such jurisdiction, or (ii) as being of an equal or lesser scope or with greater detail, and (b) contain any other information required by Part 5 of Article 9 of the Uniform Commercial Code of the State for the sufficiency or filing office acceptance of any financing statement or amendment, including (i) the organization identification number issued to the Borrower and, (ii) in the case of a financing statement filed as a fixture filing a sufficient description of real property to which the Collateral relates. The Borrower agrees to furnish any such information to the Secured Party promptly upon request. The Borrower also ratifies its authorization for the Secured Party to have filed in any jurisdiction any like financing statements if filed prior to the date hereof. 3. Default. An event of default under the Note is a default under this Agreement (an "Event of Default"). Upon an Event of Default, the Secured Party may declare all Obligations immediately due and payable and shall have the rights and remedies of a secured party under the Code. Any actions taken by the Secured Party pursuant to this Agreement shall require written consent. Upon an Event of Default, if the Secured Party exercise its rights and remedies under the Code, the proceeds received from the disposition of the Collateral shall be applied as follows: (a) First, to reimburse the Secured Party for its reasonable expenses in connection with the collection and sale of the Collateral; (b) Second, to the payment of all principal and interest due on the Promissory Note; and (c) Third, any excess funds to Borrower. 4. Termination of Security Agreement. Immediately upon payment in full of the Obligations, the Secured Party shall release any and all interest the Secured Party have in the Collateral, including the filing of Code termination statements in any jurisdictions where the Secured Party filed Code financing statements, and this Agreement shall automatically terminate. 5. Governing Law. This Agreement shall be interpreted, and the rights and liabilities of the parties hereto determined, in accordance with the internal laws (as opposed to conflicts of law provision) of the State of Delaware. 6. Amendment and Waiver. This Agreement may not be modified, amended, altered or supplemented except by written agreement executed by all parties hereto. Any term or provision of this Agreement may be waived in writing at any time by the party that is entitled to its benefits. 7. Counterparts. This Agreement may be executed in several counterparts; each such counterpart shall be considered an original agreement and all such executed counterparts shall constitute one Agreement. 8. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective heirs, personal representatives and permitted successors and assigns; provided that no party may assign this Agreement without the prior written consent of the other party. 9. Entire Agreement. This Agreement contains the entire agreement of the parties and there are no other promises or conditions in any other agreement whether oral or written. This Agreement supersedes any prior written or oral agreements between the parties. IN WITNESS WHEREOF, the parties hereto have executed this Security Agreement on the date first written above. Mountains West Exploration, Inc. By_________________________________ Its: Address: Accepted: LD Acquisition LLC By_________________________________ Its: Address: EX-10.6 7 ex106jointagr.txt EXHIBIT F JOINT FILING AGREEMENT Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that the Schedule 13D to which this Joint Filing Agreement is being filed as an exhibit shall be a joint statement filed on behalf of each of the undersigned. December 2, 2005 LD Acquisition, LLC By: /S/Lee Wiskowski -------------------------------- Its: Lee Wiskowski, a Member Grander, LLC By: /S/Lee Wiskowski -------------------------------- Its: Lee Wiskowski, Its Sole Member DJS Investments II, LLC By: /S/Douglas Stukel -------------------------------- Its: Douglas Stukel, Its Sole Member -----END PRIVACY-ENHANCED MESSAGE-----