THESE
SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, AND MAY NOT BE OFFERED OR SOLD IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT UNDER SAID ACT OR PURSUANT TO AN AVAILABLE EXEMPTION
FROM, OR IN A TRANSACTION NOT SUBJECT TO, REGISTRATION UNDER SAID
ACT.

    


    DEMAND
PROMISSORY NOTE

     

    
      	
              U.S.
      $12,500.00

            	
              August 28, 2009

            
	 
      	 
      
	
              Original
      Investment Date (determined pursuant to Rule
144(d)(3)(ii):

            	
              August 28, 2009

            


    

    


    FOR VALUE RECEIVED, Quest Minerals
& Mining Corp., a Utah corporation (the “Maker”), hereby promises to
pay to Metacomet Company, LLC, or its successors and assigns (the “Payee”), at its address at
8515 Costa Verde Boulevard, Suite 907, San Diego, CA 92112, or to such other
address as Payee shall provide in writing to the Maker for such purpose, a
principal sum of TWELVE THOUSAND FIVE HUNDRED DOLLARS (U.S.
$12,500.00).  The entire principal amount hereunder shall be due and
payable in full on demand (the “Maturity Date”), or on such
earlier date as such principal amount may earlier become due and payable
pursuant to the terms hereof.

     

    1.           Interest
Rate.  Interest shall accrue on the unpaid principal amount of
this Demand Promissory Note (the “Note”) at the rate of twelve
percent (12%) per annum from the date of the first making of the loan for such
principal amount until such unpaid principal amount is paid in
full.  Interest hereunder shall be paid on the Maturity Date or on
such earlier date as the principal amount under this Note becomes due and
payable in accordance with the terms hereof and shall be computed on the basis
of a 360-day year for the actual number of days elapsed.

     

    2.           Mandatory Prepayment Upon
Triggering Events. Upon the occurrence of a Triggering Event (as defined
below), the Payee shall have the right (in addition to all other rights it may
have hereunder or under applicable law), exercisable at the sole option of the
Payee, to require the Maker to prepay all or a portion of the outstanding
principal amount of this Note plus all accrued and unpaid interest thereon. Such
prepayment shall be due and payable within thirty (30) Business Days of the date
on which the notice for the payment therefor is provided by the
Payee.

     

    A
“Triggering Event” means any one or more of the following events (whatever the
reason and whether it shall be voluntary or involuntary, or effected by
operation of law or pursuant to any judgment, decree or order of any court, or
any order, rule or regulation of any administrative or governmental
body):

    


    (i)           any
default in the payment of the principal of interest on or other payments owing
in respect of this Note, free of any claim of subordination, as and when the
same shall become due and payable (whether on the Maturity Date, by
acceleration, or otherwise) and such non-payment continues for ten (10) Business
Days after written notice of non-payment is given by Payee to Maker;
or

     

    
      
         


      

      
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    (ii)           the
Maker or any of its subsidiaries shall commence or there shall be commenced
against the Maker or any such subsidiary a case under any applicable bankruptcy
or insolvency laws as now or hereafter in effect or any successor thereto, or
the Maker commences any other proceeding under any reorganization, arrangement,
adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or
similar law of any jurisdiction whether now or hereafter in effect relating to
the Maker or any subsidiary thereof or there is commenced against the Maker or
any subsidiary thereof any such bankruptcy, insolvency or other proceeding which
remains undismissed for a period of 60 days; or the Maker or any subsidiary
thereof is adjudicated insolvent or bankrupt; or any order of relief or other
order approving any such case or proceeding is entered; or the Maker or any
subsidiary thereof suffers any appointment of any custodian or the like for it
or any substantial part of its property which continues undischarged or unstayed
for a period of 60 days; or the Maker or any subsidiary thereof shall by any act
or failure to act indicate its consent to, approval of or acquiescence in any of
the foregoing; or any corporate or other action is taken by the Maker or any
subsidiary thereof for the purpose of effecting any of the
foregoing;

     

    3.           No Waiver of Payee’s Rights,
etc.  All payments of principal and interest shall be made
without setoff, deduction or counterclaim.  No delay or failure on the
part of the Payee in exercising any of its options, powers or rights, nor any
partial or single exercise of its options, powers or rights shall constitute a
waiver thereof or of any other option, power or right, and no waiver on the part
of the Payee of any of its options, powers or rights shall constitute a waiver
of any other option, power or right.  The Maker hereby waives
presentment of payment, protest, and notices or demands in connection with the
delivery, acceptance, performance, default or endorsement of this
Note.  Acceptance by the Payee of less than the full amount due and
payable hereunder shall in no way limit the right of the Payee to require full
payment of all sums due and payable hereunder in accordance with the terms
hereof.

     

    4.           Modifications.  No
term or provision contained herein may be modified, amended or waived except by
written agreement or consent signed by the party to be bound
thereby.

     

    5.           Cumulative Rights and
Remedies; Usury.  The rights and remedies of the Payee
expressed herein are cumulative and not exclusive of any rights and remedies
otherwise available. If it shall be found that any interest outstanding
hereunder shall violate applicable laws governing usury, the applicable rate of
interest outstanding hereunder shall be reduced to the maximum permitted rate of
interest under such law.

     

    6.           Collection Expenses.
If this obligation is placed in the hands of an attorney for collection after
default, and provided the Payee prevails on the merits in respect to its claim
of default, the Maker shall pay (and shall indemnify and hold harmless the Payee
from and against), all reasonable attorneys’ fees and expenses incurred by the
Payee in pursuing collection of this Note.

     

    7.           Successors and
Assigns. This Note shall be binding upon the Maker and its successors and
shall inure to the benefit of the Payee and its successors and
assigns.  The term “Payee” as used herein, shall also include any
endorsee, assignee, or other holder of this Note.

     

    
      
         


      

      
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    8.           Lost or Stolen Promissory
Note.  If this Note is lost, stolen, mutilated or otherwise
destroyed, the Maker shall execute and deliver to the Payee a new promissory
note containing the same terms, and in the same form, as this
Note.  In such event, the Maker may require the Payee to deliver to
the Maker an affidavit of lost instrument and customary indemnity in respect
thereof as a condition to the delivery of any such new promissory
note.

     

    9.           Governing
Law.  This Note shall be governed by and construed and enforced
in accordance with the internal laws of the State of California without regard
to the principles of conflicts of law thereof.  Each party hereby
irrevocably submits to the exclusive jurisdiction of the state and federal
courts sitting in the county of San Diego, State of California, for the
adjudication of any dispute hereunder or in connection herewith or with any
transaction contemplated hereby or discussed herein and hereby irrevocably
waives, and agrees not to assert in any suit, action or proceeding, any claim
that it is not personally subject to the jurisdiction of any such court, that
such suit, action or proceeding is improper.  Nothing contained herein
shall be deemed to limit in any way any right to serve process in any manner
permitted by law.

     

    10.           Definitions.  For
the purposes hereof, the following terms shall have the following
meanings:

     

    “Business Day” means
any day except Saturday, Sunday and any day which shall be a legal holiday or a
day on which banking institutions in the State of New York are authorized or
required by law or other government action to close.

    


    IN WITNESS WHEREOF, the Maker has
caused this Demand Promissory Note to be duly executed and delivered as of the
date first set forth above.

     

    
      
        
          	
                  QUEST MINERALS & MINING
  CORP.

                
	 
      
	
                  By:

                	
                   

                
	
                  Name:  Eugene Chiaramonte,
Jr.

                
	
                  Title:  President

                


        

      

    

     

    
      
         


      

      
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