FIRST
AMENDMENT TO

    QUEST
MINERALS & MINING CORP.

    CONVERTIBLE
PROMISSORY NOTE

    


    THIS FIRST AMENDMENT TO CONVERTIBLE
PROMISSORY NOTE (“First
Amendment”) is made and entered into as of August 28, 2009, by and among
Quest Minerals & Mining Corp., a Utah corporation (“Borrower”) and Professional
Offshore Opportunity Fund Ltd. (“Holder”).

     

    RECITALS

    


    WHEREAS, on August 12, 2008,
Borrower issued a convertible promissory note (the “Note”), pursuant to which it
promised to pay to the order of Holder, the principal amount of FOUR HUNDRED
THOUSAND DOLLARS ($400,000), together with interest incurred thereon, as therein
provided.  The Note is incorporated into this First Amendment by this
reference, and all defined terms in the Note shall have the same meaning in this
First Amendment;

    


    WHEREAS, Section 7 of the Note
provides that failure of the Borrower’s common stock (“Common Stock”) to be eligible
for trading the OTC Bulletin Board (“OTCBB”) or the suspension of
the Common Stock from trading on the OTCBB for more than 30 consecutive days
shall be deemed a “Triggering Event” giving Holder the right to demand immediate
repayment of the Note;

    


    WHEREAS, on July 9, 2009, the
Common Stock was removed from the OTCBB and as such Holder has the right to deem
a Triggering Event under the Note requiring immediate and full repayment and
Borrower does not currently have the necessary funds to repay the Note in
full;

    


    WHEREAS, the Borrower and
Holder have determined that it is advisable and in their best interests to amend
the Note to reduce the Conversion Price thereunder and include such other
additional terms, as provided herein in lieu of enforcing a Triggering
Event;

    


    NOW, THEREFORE, in
consideration of the foregoing and other good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, and intending to be
legally bound hereby, the Borrower and the Holder hereby agree as
follows:

     

    AGREEMENT

     

    1.           Incorporation
of Recitals. The Recitals set forth
above are herein incorporated into this First Amendment.

     

    
      
         


      

      
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    2.           Amendments
to Agreement.  

     

    A.           The
definition of “Triggering Event” contained in the Section 7 of the Note is
hereby amended by deleting the text contained under subsection (iii) in its
entirety and inserting “RESERVED” in lieu thereof.

     

    B.           The
definition of “Conversion Price” contained in the Section 15 of the Note is
hereby amended by deleting “60%” and inserting “45%” in lieu
thereof.

     

    3.           Modification.  This
First Amendment shall be deemed a modification of the
Agreement.  Except as specifically modified hereby, the Agreement
shall be deemed controlling and effective, and the parties hereby agree to be
bound by each of its terms and conditions.

     

    4.           Counterparts.  This
First Amendment may be executed in one or more counterparts, each of which shall
be deemed an original, but all of which together shall constitute one and the
same instrument.

     

    IN WITNESS WHEREOF, the
Parties hereto, intending to be legally bound, have each executed this First
Amendment on the date set forth above.

     

    “BORROWER”

    


    QUEST
MINERALS & MINING CORP.

     

    
      
        
          
            
              	
                      By:

                    	
                       

                    
	
                      Name:

                    
	
                      Title:

                    


            

          

        

      

    

    


     “HOLDER”

    


    PROFESSIONAL
OFFSHORE OPPORTUNITY FUND, LTD.

     

    
      
        
          
            
              
                	
                        By:

                      	
                         

                      
	
                        Name:

                      
	
                        Title:

                      


              

            

          

        

      

    

     

    
      
         


      

      
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