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.

    


    CONVERTIBLE
PROMISSORY NOTE

     

    
      
        	
                U.S.
      $55,000

              	
                February
      26, 2010

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

              	
                February
      26, 2010

              


      

    

    


    FOR VALUE RECEIVED, Quest Minerals
& Mining Corp., a Utah corporation (the “Maker”), hereby promises to
pay to Professional Offshore Opportunity Fund, Ltd., or its successors and
assigns (the “Payee”),
at its address at 1400 Old Country Road, Suite 206, Westbury, NY 11590, or to
such other address as Payee shall provide in writing to the Maker for such
purpose, a principal sum of FIFTY FIVE THOUSAND DOLLARS (U.S.
$55,000).  The aggregate principal amount outstanding under this Note
will be conclusively evidenced by the schedule annexed as Exhibit B hereto (the
“Loan
Schedule”).  The entire principal amount hereunder shall be due
and payable in full on February 26, 2012 (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 Convertible Promissory Note (the “Note”) at the rate of eight
percent (8%) 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 or earlier
converted into shares (the “Shares”) of the Maker’s common
stock, $0.0001 par value (the “Common Stock”) in accordance
with the terms hereof.  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 or is converted 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.           Conversion of Principal and
Interest.  Subject to the terms and conditions hereof, the
Payee, at its sole option, may deliver to the Maker a notice in the form
attached hereto as Exhibit A (a “Conversion Notice”) and an
updated Loan Schedule, at any time and from time to time after the date hereof
and prior to the payment of the principal amount and all accrued interest
thereon (the date of the delivery of a Conversion Notice, a “Conversion Date”), to convert
all or any portion of the outstanding principal amount of this Note plus accrued
and unpaid interest thereon, for a number of Shares equal to the quotient
obtained by dividing the dollar amount of such outstanding principal amount of
this Note plus the accrued and unpaid interest thereon being converted by the
Conversion Price (as defined in Section 14).  Conversions hereunder
shall have the effect of lowering the outstanding principal amount of this Note
plus all accrued and unpaid interest thereunder in an amount equal to the
applicable conversion, which shall be evidenced by entries set forth in the
Conversion Notice and the Loan Schedule.


    
      
         


      

      
        -1-

        
          

        

      

      
         


      

    

    


    3.           Certain Conversion
Limitations.

     

    (a)           The
Payee may not convert an outstanding principal amount of this Note or accrued
and unpaid interest thereon to the extent such conversion would result in the
Payee, together with any affiliate thereof, beneficially owning (as determined
in accordance with Section 13(d) of the Exchange Act (as defined in Section 14)
and the rules promulgated thereunder) in excess of 4.999% of the then issued and
outstanding shares of Common Stock.  Since the Payee will not be
obligated to report to the Maker the number of shares of Common Stock it may
hold at the time of a conversion hereunder, unless the conversion at issue would
result in the issuance of Shares in excess of 4.999% of the then outstanding
shares of Common Stock without regard to any other shares which may be
beneficially owned by the Payee or an affiliate thereof, the Payee shall have
the authority and obligation to determine whether and the extent to which the
restriction contained in this Section will limit any particular conversion
hereunder.  The provisions of this Section may be waived by Payee upon
not less than 61 days’ prior notice to the Maker.

     

    (b)           The
Payee may not convert an outstanding principal amount of this Note or accrued
and unpaid interest thereon to the extent such conversion would result in the
Payee, together with any affiliate thereof, beneficially owning (as determined
in accordance with Section 13(d) of the Exchange Act and the rules promulgated
thereunder) in excess of 9.999% of the then issued and outstanding shares of
Common Stock.  Since the Payee will not be obligated to report to the
Maker the number of shares of Common Stock it may hold at the time of a
conversion hereunder, unless the conversion at issue would result in the
issuance of Shares in excess of 9.999% of the then outstanding shares of Common
Stock without regard to any other shares which may be beneficially owned by the
Payee or an affiliate thereof, the Payee shall have the authority and obligation
to determine whether and the extent to which the restriction contained in this
Section will limit any particular conversion hereunder.  The
provisions of this Section may be waived by Payee upon not less than 61 days’
prior notice to the Maker.

     

    (c)           The
Payee may not convert an outstanding principal amount of this Note or accrued
and unpaid interest thereon to the extent such conversion would require the
Maker to issue shares of Common Stock in excess of the Maker’s then sufficient
authorized and unissued shares of Common Stock.

     

    4.           Deliveries.  Not
later than three Trading Days (as defined in Section 14) after any Conversion
Date (the “Delivery
Date”), the Maker will deliver to the Payee (i) a certificate or
certificates representing the number of Shares being acquired upon the
conversion of the principal amount of this Note and any interest accrued
thereunder being converted pursuant to the Conversion Notice (subject to the
limitations set forth in Section 3 hereof), and (ii) an endorsement by the Maker
of the Loan Schedule acknowledging the remaining outstanding principal amount of
this Note plus all accrued and unpaid interest thereon not converted (an “Endorsement”).  The
Maker’s delivery to the Payee of stocks certificates in accordance clause (i)
above shall be Maker’s conclusive endorsement of the remaining outstanding
principal amount of this Note plus all accrued and unpaid interest thereon not
converted as set forth in the Loan Schedule.


    
      
         


      

      
        -2-

        
          

        

      

      
         


      

    


    5.           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) Trading 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 a Conversion Date, 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;

     

    (ii)          the
Maker shall fail for any reason to deliver certificates or an Endorsement to the
Payee prior to the tenth (10th) day
after a Conversion Date pursuant to and in accordance with Section 4;
or

     

    (iii)         an
SEC or judicial stop trade order or trading suspension by the OTC Bulletin
Board, the Pink Sheets OTC Electronic Market, or a Subsequent Market with
respect to the Common Stock that lasts for five or more consecutive Trading
Days; or

     

    (iv)         if the registration of the Common Stock with the SEC
under the Exchange Act is revoked; or

     

    (v)          the
Maker or any of its subsidiaries (other than Gwenco, Inc.) shall commence or
there shall be commenced against the Maker or any such subsidiary (other than
Gwenco, Inc.) 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 (other than Gwenco, Inc.) or there is commenced against the
Maker or any subsidiary thereof (other than Gwenco, Inc.) any such bankruptcy,
insolvency or other proceeding which remains undismissed for a period of 60
days; or the Maker or any subsidiary thereof (other than Gwenco, Inc.) 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 (other than Gwenco, Inc.) 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 (other than Gwenco, Inc.) 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 (other
than Gwenco, Inc.) for the purpose of effecting any of the
foregoing.


    
      
         


      

      
        -3-

        
          

        

      

      
         


      

    


    6.           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.

     

    7.           Prepayment.  The
Maker may, at any time and from time to time, prepay the Note, in whole or in
part, at any time.

     

    8.           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.

     

    9.           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.

     

    10.         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.

     

    11.         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.

     

    12.         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.

     

    13.         Governing
Law.  This Note shall be governed by and construed and enforced
in accordance with the internal laws of the State of Utah 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 State of Utah, 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.


    
      
         


      

      
        -4-

        
          

        

      

      
         


      

    

    


    14.         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.

     

    “Conversion Price”
shall be 45% of the average of the five (5) lowest Per Share Market Values
during the ten (10) Trading Days immediately preceding a Conversion Date;
provided, however, that in no event shall the Conversion Price be less than the
par value of the Common Stock in effect at the time of conversion.

     

    “Exchange Act” means
the Securities Exchange Act of 1934, as amended.

     

    “Per Share Market
Value” means on any particular date (a) the closing bid price per share
of Common Stock on such date on the OTC Bulletin Board or on such Subsequent
Market on which the shares of Common Stock are then listed or quoted, or if
there is no such price on such date, then the closing bid price on the OTC
Bulletin Board or on such Subsequent Market on the date nearest preceding such
date, or (b) if the shares of Common Stock are not then listed or quoted on the
OTC Bulletin Board or a Subsequent Market, the closing bid price for a share of
Common Stock in the over-the-counter market, as reported by the National
Quotation Bureau Incorporated or similar organization or agency succeeding to
its functions of reporting prices) at the close of business on such date, or (c)
if the shares of Common Stock are not then reported by the National Quotation
Bureau Incorporated (or similar organization or agency succeeding to its
functions of reporting prices), then the average of the “Pink Sheet” quotes for
the relevant conversion period, as determined in good faith by the
Payee.

     

    “Person” means a
corporation, an association, a partnership, limited liability company an
organization, a business, an individual, a government or political subdivision
thereof, or a governmental agency.

     

    “Securities Act” means
the Securities Act of 1933, as amended.

     

    “Subsequent Market”
means the New York Stock Exchange, American Stock Exchange, Nasdaq SmallCap
Market, or Nasdaq National Market.

     

    “Trading Day” means
(a) a day on which the shares of Common Stock are traded on such Subsequent
Market on which the shares of Common Stock are then listed or quoted, or (b) if
the shares of Common Stock are not listed on a Subsequent Market, a day on which
the shares of Common Stock are traded in the over-the-counter market, as
reported by the OTC Bulletin Board, or (c) if the shares of Common Stock are not
quoted on the OTC Bulletin Board, a day on which the shares of Common Stock are
quoted in the over-the-counter market as reported by the National Quotation
Bureau Incorporated (or any similar organization or agency succeeding its
functions of reporting prices); provided, however, that in the event that the
shares of Common Stock are not listed or quoted as set forth in (a), (b), and
(c) hereof, then Trading Day shall mean 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 Connecticut are authorized or required by law or other government
action to close.


    
      
         


      

      
        -5-

        
          

        

      

      
         


      

    

     

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

     

    
      
        
          
            	
                    QUEST
      MINERALS & MINING CORP.

                  
	 
      	 
      	 
      
	
                    By:

                  	/s/
      Eugene Chiaramonte, Jr.	 
      
	
                    Name:  Eugene
      Chiaramonte, Jr.

                  
	
                    Title:  President

                  


          

        

      

    


    
      
         


      

      
        -6-

        
          

        

      

      
         


      

    


    EXHIBIT
A

     

    NOTICE
OF CONVERSION

     

    Dated:

     

    The undersigned hereby elects to
convert the principal amount and interest indicated below of the attached
Convertible Promissory Note into shares of common stock, $0.0001 par value (the
“Common Stock”), of
Quest Minerals & Mining Corp., according to the conditions hereof, as of the
date written below.  No fee will be charged to the holder for any
conversion.

     

    Exchange
calculations: ______________________________________________

    


    Date to
Effect Conversion: ___________________________________________

     

    Principal
Amount and Interest of

    Convertible
Note to be Converted: _____________________________________

    


    Number of
shares of Common Stock to be Issued: ________________________

     

    Applicable
Conversion Price:

     

    Signature:
__________________________________________

     

    Name:_____________________________________________

     

    Address:
___________________________________________


    
      
        
          -Exhibit
A-

        

         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
B

    


    LOAN
SCHEDULE

    


    Convertible
Promissory Note Issued by Quest Minerals & Mining Corp.

    


    Dated:  February
26, 2010

    


    SCHEDULE

    OF

    CONVERSIONS
AND PAYMENTS OF PRINCIPAL

     

    
      
        
          
            
              
                
                  
                    	
                            Date of Conversion

                          	 	
                            Amount of Conversion

                          	 	
                            Total Amount Due Subsequent

                            To Conversion

                          
	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      


                  

                

              

            

          

        

      

    


    
      
        
          -Exhibit
B-