BONUS
AGREEMENT

    


    THIS AGREEMENT (this
“Agreement”) is entered into as of July 13, 2009 by and between QUEST MINERALS & MINING
CORP., a Utah corporation (the “Company”) and CLEAR MOUNTAIN ASSOCIATES, LLC
(the “Consultant”).

    


    RECITALS

    


    A.           The
Consultant and the Company are parties to the certain Consulting Agreement dated
as of June 6, 2006 (the “Consulting Agreement”), pursuant to which the
Consultant provides bookkeeping, accounting, and records maintenance
services.

    


    B.           Whereas,
the Company has determined to grant to Consultant a bonus in the form of a
convertible promissory note for its services in connection with the preparation
and restatement of the Company’s financial statements for the fiscal years ended
December 31, 2008 and 2007.

    


    AGREEMENT

    


    NOW, THEREFORE, the parties
hereto, for good and sufficient consideration the receipt of which is hereby
acknowledged, and intending to be legally bound, do hereby agree as
follows:

    


    Section
1.           Bonus
Note.           Concurrently
with the execution of this Agreement, the Company will issue and deliver to the
Consultant a new convertible promissory note (the “Note”) in the aggregate
principal amount of $200,000, the form of which is attached hereto as Exhibit
A.

    


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

     

    2.1           Existence
and Power.
Consultant 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
Consultant, 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 Consultant.  Consultant 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 Consultant
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.  Consultant has the authority and is duly and legally
qualified to receive and own the Note and the Conversion Shares (collectively,
the “Securities”).  Consultant
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.  Consultant 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.  Consultant 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 Consultant 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.

     

    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 Consultant by the Company.  At no time was Consultant
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.   Consultant understands that the Securities
have not been registered under the Securities Act of 1933, as amended, and
Consultant 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.  Consultant 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.           General
Provisions.

    


    3.1           Amendments;
Waivers.  This Agreement may be amended only by agreement in
writing of all parties.  No waiver of any provision nor consent to any
exception to the terms of this Agreement shall be effective unless in writing
and signed by the party to be bound and then only to the specific purpose,
extent and instance so provided.

    


    3.2           Entire
Agreement.  This Agreement, together with its exhibit,
constitutes the entire agreement among the parties pertaining to the subject
matter hereof and supersedes all prior agreements and understandings of the
parties in connection therewith.

    


    3.3           Governing
Law.  This Agreement and the legal relations between the
parties shall be governed by and construed in accordance with the laws of the
State of New Jersey applicable to contracts made and performed in such
State.

    


    3.4           Attorneys’
Fees.  Should any action or proceeding be brought to construe
or enforce the terms and conditions of this Agreement or the rights of the
parties hereunder, the losing party shall pay to the prevailing party all court
costs and reasonable attorneys’ fees and costs (at the prevailing party’s
attorneys then current rates) incurred in such action or
proceeding.  A party that voluntarily dismisses an action or
proceeding shall be considered a losing party for purposes of this
provision.  Attorneys’ fees incurred in enforcing any judgment in
respect of this Agreement are recoverable as a separate item.  The
preceding sentence is intended to be severable from the other provisions of this
Agreement and to survive any judgment and, to the maximum extent permitted by
law, shall not be deemed merged into any such judgment.

    


    3.5           Receipt
of Agreement.  Each of the parties hereto acknowledges that he
has read this Agreement in its entirety and does hereby acknowledge receipt of a
fully executed copy thereof.  A fully executed copy shall be an
original for all purposes, and is a duplicate original.

    


    3.6        
 Notices.  Any
written notice required or permitted to be given shall be deemed delivered
either when personally delivered or when mailed, registered or certified,
postage prepaid with return receipt requested, if to Consultant, addressed to
Consultant at the last residence address of Consultant as provided by it to the
Company from time to time, and if to the Company, addressed to Company at the
last residence address of Company as provided by it to the Consultant from time
to time.

    


    3.7          Severability.  If
any provision of this Agreement is determined to be invalid, illegal or
unenforceable by any governmental entity, the remaining provisions of this
Agreement to the extent permitted by law shall remain in full force and
effect

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, the
parties hereto have duly executed this Agreement as of the date first above
written.

     

    
      
        
          
            
              
                
                  
                    	COMPANY
	 
      	 
      
	QUEST
      MINERALS & MINING CORP.
	 
      	 
      
	
                            By:

                          	  
      
	 
      	
                            Eugene
      Chiaramonte, Jr.

                          
	 
      	
                            President

                          
	 
      	 
      
	
                            CONSULTANT

                          
	 
      
	
                            CLEAR
      MOUNTAIN ASSOCIATES, LLC

                          
	 
      	 
      
	
                            By:

                          	  
      
	 
      	
                            Eugene Chiaramonte III,

                          
	 
      	
                            Managing
      Director