SETTLEMENT
AGREEMENT AND GENERAL RELEASE

      


      THIS SETTLEMENT AGREEMENT AND GENERAL
RELEASE  (“Agreement”) is made and
entered into as of July 11, 2009, by and among Interstellar Holdings, LLC (“Interstellar”) Quest Minerals
& Mining Corp., a Utah corporation (the “Company”), and Gwenco, Inc., a
Kentucky corporation (“Gwenco”).  Interstellar,
the Company, and Gwenco are collectively referred to as the “Parties”.

      


      RECITALS

      


      WHEREAS, pursuant to that
certain Exchange Agreement dated as of June 6, 2008 (the “2008 Exchange Agreement”), the
Company issued to Interstellar a 6% convertible promissory note due June 6, 2010
in the aggregate principal amount of $835,000 (the “2008 Exchange
Note”);

      


      WHEREAS, since June 6, 2008,
Interstellar has sold, transferred, and assigned $109,920 in outstanding
principal of the 2008 Exchange Note, and accrued interest thereon, to various
third parties;

      


      WHEREAS, as of the date
hereof, the balance of the principal on the 2008 Exchange Note has been
converted into shares of the Company’s common stock (the “Common Stock”) pursuant to the
terms of the 2008 Exchange Note;

      


      WHEREAS, as of the date
hereof, the Company owes Interstellar approximately $5,712 in accrued interest
on the 2008 Exchange Note;

      


      WHEREAS, Interstellar contends
that the Company caused it to suffer losses under the 2008 Exchange Note as a
result of the Company’s common stock trading below the conversion price of the
2008 Exchange Note (“Allegation
No. 1”);

      


      WHEREAS, pursuant to that
certain Exchange Agreement dated as of June 26, 2009 (the “2009 Exchange Agreement”), the
Company issued to Interstellar a 6% convertible promissory note due June 26,
2011 in the aggregate principal amount of $1,200,000 (the “2009 Exchange
Note”);

      


      WHEREAS, since June 26, 2009,
Interstellar has sold, transferred, and assigned $120,000 in outstanding
principal of the 2009 Exchange Note, and accrued interest thereon, to various
third parties;

      


      WHEREAS, on or about July 9,
2009, the Company’s common stock ceased to be quoted or listed on the OTC
Bulletin Board (the “Delisting”);

      


      WHEREAS, Interstellar contends
that the Delisting constitutes a “Triggering Event” under the 2009 Exchange Note
(“Allegation No.
2”);


      
        
           


        

        
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      WHEREAS, Interstellar also
contends that the Company caused it to suffer losses under the 2008 Exchange
Note as a result of the Company’s common stock trading below the conversion
price of the 2008 Exchange Note (“Allegation No.
3”);

      


      WHEREAS, on January 28, 2007,
Gwenco commenced a bankruptcy case (the “Chapter 11 Case”) under
Chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the
Eastern Division of Kentucky, Ashland Division (the “Bankruptcy
Court”);

      


      WHEREAS, pursuant to an Order
of the Bankruptcy Court dated August 15, 2007, Interstellar provided
debtor-in-possession financing to Gwenco (the “DIP Loan”);

      


      WHEREAS, Interstellar contends
that Gwenco and the Company are currently in default under the DIP
Loan;

      


      WHEREAS, Interstellar contends
that the Company and Gwenco have made various untrue statements of material
facts and/or omitted to state material facts necessary in order to make the
statements made, in the light of the circumstances under which they were made,
not misleading, in connection with the Company’s issuance of various securities
(“Allegation No.
4”);

      


      WHEREAS, Interstellar also
contends that the Company and Gwenco have mismanaged and wasted their assets and
operations (“Allegation No.
5”);

      


      WHEREAS, Quest and Gwenco deny
the validity as a matter of fact and law of the aforementioned Allegations No. 1
through No. 5 (collectively, the “Allegations”).

      


      WHEREAS, the Parties wish to
settle and resolve all disputes arising under the 2008 Exchange Agreement, the
2008 Exchange Note, the 2009 Exchange Agreement, the 2009 Exchange Note, the DIP
Loan (collectively, the “Prior
Financings”), and the Allegations.

      


      AGREEMENT

       

      NOW, THEREFORE, in
consideration of the foregoing, and for other good and valuable consideration,
the receipt and adequacy of which are hereby acknowledged, the parties hereto
agree as follows:

       

      Section
1.            Consideration. The Parties shall
exchange the following consideration:

       

      1.1           Delivery
of Note.  Concurrently with the execution of this Agreement,
the Company will issue and deliver to the Interstellar a new convertible
promissory note (the “Note”) in the aggregate
principal amount of $1,000,000, the form of which is attached hereto as Exhibit
A.

       

      1.2           Waiver of
2009 Exchange Note Default.  Interstellar hereby waives the
“Triggering Event” under the 2009 Exchange Note resulting from the Delisting of
the Company’s common stock and any right to demand prepayment as a result
thereof.

       

      
        
           


        

        
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      1.3           Extension
of DIP Loan Maturity Date.  The term “Maturity Date” as set
forth in the DIP Loan shall read as follows:

       

      “Maturity
Date” shall mean the earliest of (i) December 31, 2010, (ii) the date of
confirmation of a plan of reorganization or liquidation in the Bankruptcy Case;
(iii) the date of closing of a sale of all or substantially all of Borrower’s
assets pursuant to §363 of the Bankruptcy Code; or (iv) the approval of a
disclosure statement in respect of a plan of reorganization or liquidation not
supported by Lender.

       

      1.4           Waiver of
DIP Loan Defaults.  Interstellar
hereby waives any other “Events of Default” under the DIP Loan that have
occurred prior to the date hereof.

       

      Section
2.            Interstellar’s
Representations and Warranties. To induce the Company to
enter into this Agreement, Interstellar represents and warrants the following to
the Company:

       

      2.1           Existence
and Power 
Interstellar has adequate authority, power, and legal right to enter into,
execute, deliver, and perform the terms of this Agreement and to consummate the
transactions contemplated thereby.  The Agreement, upon its execution
and delivery, will constitute a valid, legal, and binding obligation of
Interstellar, enforceable in accordance with its terms, subject only to
applicable bankruptcy, insolvency or similar laws generally affecting the
enforcement of creditor’s rights.

       

      2.2           Information
on Interstellar.  Interstellar is,
and will be at the time of any conversion of the Note, an accredited investor
(as such term is defined under the Securities Act of 1933, as amended),
experienced in investments and business matters, has made investments of a
speculative nature and has purchased securities of United States publicly-owned
companies in the past and, with its representatives, has such knowledge and
experience in financial, tax, and other business matters as to enable
Interstellar to utilize the information made available by the Company to
evaluate the merits and risks of and to make an informed investment decision
with respect to the proposed acceptance of the Company’s Note, which represents
a speculative investment.  Interstellar has the authority and is duly
and legally qualified to receive and own the Note and the Conversion Shares
(collectively, the “Securities”).  Interstellar
is able to bear the risk of such investment for an indefinite period and to
afford a complete loss thereof.

       

      2.3           Receipt
of Note.  Interstellar has acquired the Securities as principal
for its own account for investment only and not with a view toward, or for
resale in connection with, the public sale or any distribution
thereof.

       

      2.4           Compliance
with Securities Act.  Interstellar understands and agrees that
the Securities have not been registered under the Securities Act of 1933, as
amended or any applicable state securities laws, by reason of their issuance in
a transaction that does not require registration under the Securities Act of
1933, as amended (based in part on the accuracy of the representations and
warranties of Interstellar contained herein), and that such Securities must be
held indefinitely unless a subsequent disposition is registered under the
Securities Act of 1933, as amended or any applicable state securities laws or is
exempt from such registration.

       

      
        
           


        

        
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      2.5           Legend.  The Note and the
Conversion Shares shall bear the following or similar legend:

       

      “THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED.  THESE SECURITEIS MAY NOT BE SOLD,
OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT UNDER SUCH SECURITIES ACT OR ANY APPLICABLE STATE
SECURITIES LAW OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY
THAT SUCH REGISTRATION IS NOT REQUIRED.”

       

      2.6           Communication
of Offer.  The offer to issue the Securities was directly
communicated to Interstellar by the Company.  At no time was
Interstellar presented with or solicited by any leaflet, newspaper or magazine
article, radio or television advertisement, or any other form of general
advertising or solicited or invited to attend a promotional meeting otherwise
than in connection and concurrently with such communicated offer.

      


      2.7           Restricted
Securities.   Interstellar understands that the Securities
have not been registered under the Securities Act of 1933, as amended, and
Interstellar will not sell, offer to sell, assign, pledge, hypothecate or
otherwise transfer any of the Securities unless pursuant to an effective
registration statement under the Securities Act of 1933, as amended, or pursuant
to a valid exemption from registration.

      


      2.8           No
Governmental Review.  Interstellar understands that no United
States federal or state agency or any other governmental or state agency has
passed on or made recommendations or endorsement of the Securities or the
suitability of the investment in the Securities, nor have such authorities
passed upon or endorsed the merits of the offering of the
Securities.

      


      Section
3.            Release,
Termination, and Waiver.

       

      3.1           Interstellar
on behalf of itself and its agents, attorneys, insurers, heirs, assigns,
beneficiaries, executors, trustees, conservators, representatives,
predecessors-in-interest, successors-in-interest, and whomsoever may claim by,
under or through them, and all persons acting by, through, under or in concert
with any of them (the “Interstellar Releasing
Parties”) hereby irrevocably and unconditionally forever release, remise,
acquit and discharge the Company, Gwenco, and their present, former or future
agents, representatives, employees, independent contractors, directors,
shareholders, officers, attorneys, insurers, subsidiaries, divisions, parents,
assigns, affiliates, predecessors and successors (collectively, the “Interstellar Released
Parties”) from and against any and all debts, obligations, losses, costs,
promises, covenants, agreements, contracts, endorsements, bonds, controversies,
suits, actions, causes of action, misrepresentations, defamatory statements,
tortuous conduct, acts or omissions, rights, obligations, liabilities,
judgments, damages, expenses, claims, counterclaims, cross-claims, or demands,
in law or equity, asserted or unasserted, express or implied, foreseen or
unforeseen, real or imaginary, alleged or actual, suspected or unsuspected,
known or unknown, liquidated or non-liquidated, of any kind or nature or
description whatsoever, arising from the beginning of the world through the date
of this Agreement, solely
that arise out of or relate to the Allegations, which each of the
Interstellar Releasing Parties ever had, presently have, may have, or claim or
assert to have, or hereafter have, may have, or claim or assert to have, against
any of the Interstellar Released Parties  (the “Interstellar Released
Claims”).


      
        
           


        

        
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      3.2           The
Company and Gwenco, on behalf of themselves and their respective agents,
attorneys, insurers, heirs, assigns, beneficiaries, executors, trustees,
conservators, representatives, predecessors-in-interest, successors-in-interest,
and whomsoever may claim by, under or through it, and all persons acting by,
through, under or in concert with it (the “Company Releasing Parties”)
hereby irrevocably and unconditionally forever release, remise, acquit and
discharge Interstellar and its present, former or future agents,
representatives, employees, independent contractors, directors, shareholders,
officers, attorneys, insurers, subsidiaries, divisions, parents, assigns,
affiliates, predecessors and successors (collectively, the “Company Released Parties”)
from and against any and all debts, obligations, losses, costs, promises,
covenants, agreements, contracts, endorsements, bonds, controversies, suits,
actions, causes of action, misrepresentations, defamatory statements, tortuous
conduct, acts or omissions, rights, obligations, liabilities, judgments,
damages, expenses, claims, counterclaims, cross-claims, or demands, in law or
equity, asserted or unasserted, express or implied, foreseen or unforeseen, real
or imaginary, alleged or actual, suspected or unsuspected, known or unknown,
liquidated or non-liquidated, of any kind or nature or description whatsoever,
arising from the beginning of the world through the date of this Agreement,
solely
that arise out of or relate to the Allegations, which each of the Company
Releasing Parties ever had, presently have, may have, or claim or assert to
have, or hereafter have, may have, or claim or assert to have, against any of
the Company Released Parties (the “Company Released
Claims”).

      


      3.3           The
Parties acknowledge and understand that hereafter they may discover or
appreciate claims, facts, issues or concerns in addition to or different from
those that they now know or believe to exist with respect to the subject matter
of this Agreement that, if known or suspected at the time of execution of this
Agreement, might have materially affected the settlement embodied
herein.  The Parties nevertheless agree that the general releases and
waivers described in Paragraphs 3.1 and 3.2 above apply to any such additional
or different claims, facts, issues or concerns to the extent that they arise out
of or relate to the Allegations.

      


      3.4    The
Parties hereto acknowledge that they expressly understand that this Agreement
and the settlement it represents (a) is entered into solely for the purpose of
avoiding any possible future expenses, burdens or distractions of litigation and
(b) in no way constitutes an admission by any party hereto of any liability of
any kind to any other party or of any wrongdoing on the part of any of the
Interstellar Released Parties or any of the Company Released
Parties.  In this connection, the Parties specifically deny any
liability in connection with any claims which have been made or could have been
made, or which are the subject matter of, or arise from, or are connected
directly or indirectly with or related in any way to the claims, counterclaims,
and defenses that could be raised in connection with the Allegations, including,
but not limited to, any violation of any federal or state law (whether statutory
or common law), rule or regulation, and the Parties deny that a violation of any
such law, rule or regulation has ever occurred.


      
        
           


        

        
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      Section
4.            Miscellaneous.

      


      4.1           Representations
and Warranties.  The Parties represent and warrant that they
are the sole owner of all claims, rights, demands, and causes of action that
they are relinquishing by executing this Agreement and that no other persons or
entities have any interest in such claims, rights, demands or causes of
action.

      


      4.2           Representation
by Counsel.  The Parties acknowledge that they are executing
and delivering this Agreement with full knowledge of any and all rights which
they may have with respect to the claims and causes of action herein settled and
released. The Parties acknowledge that they have had the opportunity to consult
with independent attorneys of their own choosing to the extent desired before
executing and delivering this Agreement in order to review this document and the
claims and causes of action being settled and released hereby and thereby, and
that they have had a reasonable and sufficient opportunity to do
so.

      


      4.3           Binding
Effect of Agreement.  This Agreement shall inure to the benefit
of the Interstellar Released Parties and the Company Released Parties, and shall
be binding upon the Instellar Releasing Parties, the Company Releasing Parties,
and their respective heirs, administrators, executors, representatives,
attorneys, agents, predecessors in interest (if any), successors, affiliates,
assigns and beneficiaries.

      


      4.4           Expenses
and Fees.  Each Party shall bear its own attorney’s fees,
costs, and expenses, and consultants, advisors and experts’ fees, costs and
expenses, arising or relating to the negotiation, execution and delivery of this
Agreement.  The Parties expressly agree to waive all statutory,
contractual and/or common law rights to recover any attorney’s fees, costs, and
expenses, and consultants, advisors and experts’ fees, costs and expenses,
arising or relating to the negotiation, execution and delivery of this
Agreement.

      


      4.5           Governing
Law.  The Parties agree that the validity, effect and
construction of this Agreement as well as any rights, duties and obligations
thereunder, and any disputes concerning any of the provisions of this Agreement
or over the negotiation or execution thereof, shall be interpreted under,
governed by and construed in accordance with the laws of the State of New York
without regard to conflict of laws provisions.

      


      4.6           Dispute
Resolution.  Each party waives the right to a jury
trial.  The prevailing party in any proceeding instituted to resolve
any dispute between any of the Parties arising out of or relating to this
Agreement shall be entitled, in addition to any award rendered, to all
reasonable attorneys’ fees, costs, and expenses incurred in connection with any
such proceeding.

      


      4.7           Additional
Documents.  The Parties and their counsel agree to execute all
further and additional documents and to take such other acts necessary under the
circumstances to accomplish the purposes set forth in this
Agreement.

       

      
        
           


        

        
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      4.8           Entire
Agreement; Amendments.  This Agreement, the exhibits hereto,
the documents referenced herein and the exhibits thereto, constitute the entire
understanding and agreement of the Parties with respect to the subject matter
hereof and thereof and supersede all prior and contemporaneous agreements or
understandings, inducements or conditions, express or implied, written or oral,
between the parties with respect hereto and thereto.  This Agreement
may be amended, altered, modified or waived, in whole or in part, only in a
writing executed by all the Parties to this Agreement.  This Agreement
may not be amended, altered, modified or waived, in whole or in part,
orally.

      


      4.9           Severability.  In
the event that any one or more of the provisions contained in this Agreement
shall, for any reason, be declared in a legal forum to be invalid, illegal,
ineffective or unenforceable in any respect, such invalidity, illegality,
ineffectiveness or unenforceability shall not affect any other provision of this
Agreement, which Agreement shall remain in full force and effect, valid and
binding upon the Parties, and each of the provisions of this Agreement shall be
enforceable independently of any other provision of this Agreement and
independently of any other claim or cause of action.

      


      4.10           Execution
in Counterparts.  This Agreement may be executed in several
counterparts, each of which shall be considered to be an original or total copy
of the Agreement. The Agreement shall become effective only upon its execution
by all Parties hereto.  A facsimile copy of said signatures of all of
the Parties will be sufficient to make this Agreement binding on all
Parties.

      


      4.11           Non-Waiver.  The
failure of any Party to insist upon strict adherence to any term of this
Agreement on any occasion shall not be considered a waiver thereof or deprive
that Party of the right thereafter to insist upon strict adherence to that term
or any other term of this Agreement.

      


      4.12           Titles.  The
titles of the Sections of this Agreement are inserted for convenience only and
shall not affect the meaning or construction of any of the terms of this
Agreement.

      


      4.13           Acknowledgment.  The
Parties acknowledge that they have read this Agreement and that they fully know,
understand, and appreciate its contents and that they have executed the same and
make the settlement and release provided for herein voluntarily and of their own
free will.

       

      
        
           


        

        
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      IN WITNESS WHEREOF, the
Parties hereto, intending to be legally bound, have each executed this Agreement
on the dates set forth below.

       

      
        
          
            
              
                	
                        INTERSTELLAR:

                      	
                        INTERSTELLAR
      HOLDINGS, LLC

                      
	 
      	
                         

                         
      

                      
	 
      	
                        Leonard
      Amato, Manager

                      
	 
      	 
      
	
                        COMPANY:

                      	
                        QUEST
      MINERALS & MINING CORP.

                      
	 
      	
                         

                          
      

                      
	 
      	
                        Eugene
      Chiaramonte, Jr. President

                      
	 
      	 
      
	
                        GWENCO:

                      	
                        GWENCO,
      INC.

                      
	 
      	
                         

                         
      

                      
	 
      	
                        Eugene
      Chiaramonte, Jr.
President

                      


              

            

          

        

      

       

      
        
           


        

        
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