Exhibit 4.19

THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT
AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD,
OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY
SATISFACTORY TO QUEST MINERALS & MINING CORP. THAT SUCH REGISTRATION IS NOT
REQUIRED.

                            Right to Purchase ________ shares of Common Stock of
                            Quest Minerals & Mining Corp. (subject to adjustment
                            as provided herein)


                          COMMON STOCK PURCHASE WARRANT

No. 2006-00__                                     Issue Date: _________ __, 2006

         QUEST MINERALS & MINING CORP., a corporation organized under the laws
of the State of Utah (the "Company"), hereby certifies that, for value received,
__________________, ___________________________, or its assigns (the "Holder"),
is entitled, subject to the terms set forth below, to purchase from the Company
at any time after the Issue Date until 5:00 p.m., Eastern Time on the third
(3rd) anniversary of the Issue Date (the "Expiration Date"), up to ________
fully paid and nonassessable shares of Common Stock at a per share purchase
price of $___ [150% of the average closing bid prices as reported by Bloomberg
L.P. for the Principal Market for the five trading days preceding the Closing
Date]. The aforedescribed purchase price per share, as adjusted from time to
time as herein provided, is referred to herein as the "Purchase Price." The
number and character of such shares of Common Stock and the Purchase Price are
subject to adjustment as provided herein. The Company may reduce the Purchase
Price without the consent of the Holder. Capitalized terms used and not
otherwise defined herein shall have the meanings set forth in that certain Unit
Purchase Agreement (the "Unit Purchase Agreement"), dated ___________ __, 2006,
entered into by the Company and Holders of the Warrants.

         As used herein the following terms, unless the context otherwise
requires, have the following respective meanings:

         (a)      The term "Common Stock Equivalents" shall mean any Convertible
Security or warrant, option or other right to subscribe for or purchase any
additional shares of Common Stock or any Convertible Security.

         (b)      The term "Convertible Security" shall mean evidences of
indebtedness, shares of Common Stock or other Securities which are or may be at
any time convertible into or exchangeable for Additional Shares of Common Stock.

         (c)      The term "Independent Appraiser" means a nationally recognized
or major regional investment banking firm or firm of independent certified
public accountants of recognized standing (which may be the firm that regularly
examines the financial statements of the Company) that is regularly engaged in
the business of appraising the Common Stock or assets of corporations or other

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entities as going concerns, and which is not affiliated with either the Company
or the Holder of any Warrant.

         (d)      The term "Majority Holders" means at any time the Holders of
Warrants exercisable for a majority of the shares of Warrant Shares issuable
under the Warrants at the time outstanding.

         (e)      The term "Other Securities" refers to any stock (other than
Common Stock) and other securities of the Company or any other Person (corporate
or otherwise) which the holder of the Warrant at any time shall be entitled to
receive, or shall have received, on the exercise of the Warrant, in lieu of or
in addition to Common Stock, or which at any time shall be issuable or shall
have been issued in exchange for or in replacement of Common Stock or Other
Securities pursuant to Section 3 or otherwise.

         (f)      The term "Per Share Market Value" means on any particular date
(a) the closing bid price per share of the Common Stock on such date on OTC
Bulletin Board or another registered national stock exchange on which the Common
Stock is then listed, or if there is no such price on such date, then the
closing bid price on such exchange or quotation system on the date nearest
preceding such date, or (b) if the Common Stock is not listed then on OTC
Bulletin Board or any registered national stock exchange, the closing bid price
for a share of Common Stock in the over-the-counter market, as reported by the
OTC Bulletin Board or in 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 Common Stock is not then reported
by the OTC Bulletin Board or 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 five (5) Trading Days
preceding such date of determination, or (d) if the Common Stock is not then
publicly traded the fair market value of a share of Common Stock as determined
by an Independent Appraiser selected in good faith by the Majority Holders;
provided, however, that the Company, after receipt of the determination by such
Independent Appraiser, shall have the right to select an additional Independent
Appraiser, in which case, the fair market value shall be equal to the average of
the determinations by each such Independent Appraiser; and provided, further
that all determinations of the Per Share Market Value shall be appropriately
adjusted for any stock dividends, stock splits or other similar transactions
during such period. The determination of fair market value by an Independent
Appraiser shall be based upon the fair market value of the Company determined on
a going concern basis as between a willing buyer and a willing seller and taking
into account all relevant factors determinative of value, and shall be final and
binding on all parties. In determining the fair market value of any shares of
Common Stock, no consideration shall be given to any restrictions on transfer of
the Common Stock imposed by agreement or by federal or state securities laws, or
to the existence or absence of, or any limitations on, voting rights.

         (g)      The term "Person" shall mean an individual, corporation,
limited liability company, partnership, joint stock company, trust,
unincorporated organization, joint venture, Governmental Authority or other
entity of whatever nature.

         (h)      The term "Trading Day" means (a) a day on which the Common
Stock is traded on OTC Bulletin Board, or (b) if the Common Stock is not listed
on OTC Bulletin Board, a day on which the Common Stock is traded on any other

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registered national stock exchange, or (c) if the Common Stock is not traded on
any other registered national stock exchange, a day on which the Common Stock is
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
Common Stock is not listed or quoted as set forth in (a), (b) or (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
New York are authorized or required by law or other government action to close.

         (i)      The term "Warrant Shares" shall mean the Common Stock issuable
upon exercise of this Warrant.

         1.       Exercise of Warrant.
                  -------------------

                  1.1.     Number of Shares Issuable upon Exercise. From and
after the Issue Date through and including the Expiration Date, the Holder
hereof shall be entitled to receive, upon exercise of this Warrant in whole in
accordance with the terms of subsection 1.2 or upon exercise of this Warrant in
part in accordance with subsection 1.3, shares of Common Stock of the Company,
subject to adjustment pursuant to Section 3.

                  1.2.     Full Exercise. This Warrant may be exercised in full
by the Holder hereof by delivery of an original or facsimile copy of the form of
subscription attached as Exhibit A hereto (the "Subscription Form") duly
executed by such Holder and surrender of the original Warrant within three (3)
business days of exercise, to the Company at its principal office or at the
office of its Warrant Agent (as provided hereinafter), accompanied by payment,
in cash, wire transfer, or by certified or official bank check payable to the
order of the Company, in the amount obtained by multiplying the number of shares
of Common Stock for which this Warrant is then exercisable by the Purchase Price
then in effect.

                  1.3.     Partial Exercise. This Warrant may be exercised in
part (but not for a fractional share) by surrender of this Warrant in the manner
and at the place provided in subsection 1.2 except that the amount payable by
the Holder on such partial exercise shall be the amount obtained by multiplying
(a) the number of whole shares of Common Stock designated by the Holder in the
Subscription Form by (b) the Purchase Price then in effect. On any such partial
exercise, the Company, at its expense, will forthwith issue and deliver to or
upon the order of the Holder hereof a new Warrant of like tenor, in the name of
the Holder hereof or as such Holder (upon payment by such Holder of any
applicable transfer taxes) may request, the whole number of remaining shares of
Common Stock for which such Warrant may still be exercised.

                  1.4.     Company Acknowledgment. The Company will, at the time
of the exercise of the Warrant, upon the request of the Holder hereof
acknowledge in writing its continuing obligation to afford to such Holder any
rights to which such Holder shall continue to be entitled after such exercise in
accordance with the provisions of this Warrant. If the Holder shall fail to make
any such request, such failure shall not affect the continuing obligation of the
Company to afford to such Holder any such rights.

                  1.5      Delivery of Stock Certificates, etc. on Exercise. The
Company agrees that the shares of Common Stock purchased upon exercise of this
Warrant shall be deemed to be issued to the Holder hereof as the record owner of
such shares as of the close of business on the date on which this Warrant shall
have been surrendered and payment made for such shares as aforesaid. As soon as

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practicable after the exercise of this Warrant in full or in part, and in any
event within five (5) business days thereafter, the Company, at its expense
(including the payment by it of any applicable issue taxes) will cause to be
issued in the name of and delivered to the Holder hereof, or as such Holder
(upon payment by such Holder of any applicable transfer taxes) may direct in
compliance with applicable securities laws, a certificate or certificates for
the number of duly and validly issued, fully paid and nonassessable shares of
Common Stock (or Other Securities) to which such Holder shall be entitled on
such exercise, plus, in lieu of any fractional share to which such Holder would
otherwise be entitled, cash equal to such fraction multiplied by the then Per
Share Market Value of one full share of Common Stock, together with any other
stock or other securities and property (including cash, where applicable) to
which such Holder is entitled upon such exercise pursuant to Section 1 or
otherwise.

         2.       Adjustment of Purchase Price. The price at which shares of
Warrant Shares may be purchased upon exercise of this Warrant shall be subject
to adjustment from time to time as set forth in this Section 2. The Company
shall give the Holder notice of any event described below which requires an
adjustment pursuant to this Section 2 in accordance with the notice provisions
set forth in Section 3.

        (a)       Recapitalization, Reorganization, Reclassification,
Consolidation, Merger or Sale.

                  (i) In case the Company, after the date that this Warrant is
         issued (the "Original Issue Date"), shall do any of the following
         (each, a "Triggering Event"): (a) consolidate or merge with or into any
         other Person and the Company shall not be the continuing or surviving
         corporation of such consolidation or merger, or (b) permit any other
         Person to consolidate with or merge into the Company and the Company
         shall be the continuing or surviving Person but, in connection with
         such consolidation or merger, any Common Stock of the Company shall be
         changed into or exchanged for securities of any other Person or cash or
         any other property, or (c) transfer all or substantially all of its
         properties or assets to any other Person, or (d) effect a capital
         reorganization or reclassification of its Common Stock, then, and in
         the case of each such Triggering Event, proper provision shall be made
         so that, upon the basis and the terms and in the manner provided in
         this Warrant, the Holder of this Warrant shall be entitled upon the
         exercise hereof at any time after the consummation of such Triggering
         Event, to the extent this Warrant is not exercised prior to such
         Triggering Event, to receive at the Purchase Price in effect at the
         time immediately prior to the consummation of such Triggering Event in
         lieu of the Common Stock issuable upon such exercise of this Warrant
         prior to such Triggering Event, the securities, cash, and property to
         which such Holder would have been entitled upon the consummation of
         such Triggering Event if such Holder had exercised the rights
         represented by this Warrant immediately prior thereto (including the
         right of a stockholder to elect the type of consideration it will
         receive upon a Triggering Event), subject to adjustments (subsequent to
         such corporate action) as nearly equivalent as possible to the
         adjustments provided for elsewhere in this Section 2.

                  (ii) Notwithstanding anything contained in this Warrant to the
         contrary, a Triggering Event shall not be deemed to have occurred if,
         prior to the consummation thereof, each Person (other than the Company)
         which may be required to deliver any securities, cash, or property upon
         the exercise of this Warrant as provided herein shall assume, by
         written instrument delivered to, and reasonably satisfactory to, the
         Holder of this Warrant, (A) the obligations of the Company under this
         Warrant (and if the Company shall survive the consummation of such

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<PAGE>

         Triggering Event, such assumption shall be in addition to, and shall
         not release the Company from, any continuing obligations of the Company
         under this Warrant) and (B) the obligation to deliver to such Holder
         such securities, cash, or property as, in accordance with the foregoing
         provisions of this subsection (a), such Holder shall be entitled to
         receive, and such Person shall have similarly delivered to such Holder
         an opinion of counsel for such Person, which counsel shall be
         reasonably satisfactory to such Holder, or in the alternative, a
         written acknowledgement executed by the President or Chief Financial
         Officer of the Company, stating that this Warrant shall thereafter
         continue in full force and effect and the terms hereof (including,
         without limitation, all of the provisions of this subsection (a)) shall
         be applicable to the securities, cash, or property which such Person
         may be required to deliver upon any exercise of this Warrant or the
         exercise of any rights pursuant hereto.

        (b)       Stock Dividends, Subdivisions and Combinations. If at any time
the Company shall:

                  (i) make or issue or set a record date for the holders of the
         Common Stock for the purpose of entitling them to receive a dividend
         payable in, or other distribution of, shares of Common Stock,

                  (ii) subdivide its outstanding shares of Common Stock into a
         larger number of shares of Common Stock, or

                  (iii) combine its outstanding shares of Common Stock into a
         smaller number of shares of Common Stock, then (1) the number of shares
         of Common Stock for which this Warrant is exercisable immediately after
         the occurrence of any such event shall be adjusted to equal the number
         of shares of Common Stock which a record holder of the same number of
         shares of Common Stock for which this Warrant is exercisable
         immediately prior to the occurrence of such event would own or be
         entitled to receive after the happening of such event, and (2) the
         Purchase Price then in effect shall be adjusted to equal (A) the
         Purchase Price then in effect multiplied by the number of shares of
         Common Stock for which this Warrant is exercisable immediately prior to
         the adjustment divided by (B) the number of shares of Common Stock for
         which this Warrant is exercisable immediately after such adjustment.

         (c)      Certain Other Distributions. If at any time the Company shall
make or issue or set a record date for the holders of the Common Stock for the
purpose of entitling them to receive any dividend or other distribution of:

                  (i) cash (other than a cash dividend payable out of earnings
         or earned surplus legally available for the payment of dividends under
         the laws of the jurisdiction of incorporation of the Company),

                  (ii) any evidences of its indebtedness, any shares of stock of
         any class or any other securities or property of any nature whatsoever
         (other than cash, Common Stock Equivalents, or additional shares of
         Common Stock), or

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<PAGE>

                  (iii) any warrants or other rights to subscribe for or
         purchase any evidences of its indebtedness, any shares of stock of any
         class or any other securities or property of any nature whatsoever
         (other than cash, Common Stock Equivalents or Additional Shares of
         Common Stock), then (1) the number of shares of Common Stock for which
         this Warrant is exercisable shall be adjusted to equal the product of
         the number of shares of Common Stock for which this Warrant is
         exercisable immediately prior to such adjustment multiplied by a
         fraction (A) the numerator of which shall be the Per Share Market Value
         of Common Stock at the date of taking such record and (B) the
         denominator of which shall be such Per Share Market Value minus the
         amount allocable to one share of Common Stock of any such cash so
         distributable and of the fair value (as determined in good faith by the
         Board of Directors of the Company and supported by an opinion from an
         investment banking firm of recognized national standing acceptable to
         (but not affiliated with) the Holder) of any and all such evidences of
         indebtedness, shares of stock, other securities or property or warrants
         or other subscription or purchase rights so distributable, and (2) the
         Purchase Price then in effect shall be adjusted to equal (A) the
         Purchase Price then in effect multiplied by the number of shares of
         Common Stock for which this Warrant is exercisable immediately prior to
         the adjustment divided by (B) the number of shares of Common Stock for
         which this Warrant is exercisable immediately after such adjustment. A
         reclassification of the Common Stock (other than a change in par value,
         or from par value to no par value or from no par value to par value)
         into shares of Common Stock and shares of any other class of stock
         shall be deemed a distribution by the Company to the holders of its
         Common Stock of such shares of such other class of stock within the
         meaning of this Section 2(c) and, if the outstanding shares of Common
         Stock shall be changed into a larger or smaller number of shares of
         Common Stock as a part of such reclassification, such change shall be
         deemed a subdivision or combination, as the case may be, of the
         outstanding shares of Common Stock within the meaning of Section 2(b).

         (d)      Other Provisions applicable to Adjustments under this Section.
The following provisions shall be applicable to the making of adjustments of the
number of shares of Common Stock for which this Warrant is exercisable and the
Purchase Price then in effect provided for in this Section 2:

                  (i) When Adjustments to Be Made. The adjustments required by
         this Section 2 shall be made whenever and as often as any specified
         event requiring an adjustment shall occur, except that any adjustment
         of the number of shares of Common Stock for which this Warrant is
         exercisable that would otherwise be required may be postponed (except
         in the case of a subdivision or combination of shares of the Common
         Stock, as provided for in Section 2(b)) up to, but not beyond the date
         of exercise if such adjustment either by itself or with other
         adjustments not previously made adds or subtracts less than one percent
         (1%) of the shares of Common Stock for which this Warrant is
         exercisable immediately prior to the making of such adjustment. Any
         adjustment representing a change of less than such minimum amount
         (except as aforesaid) which is postponed shall be carried forward and
         made as soon as such adjustment, together with other adjustments
         required by this Section 2 and not previously made, would result in a
         minimum adjustment or on the date of exercise. For the purpose of any
         adjustment, any specified event shall be deemed to have occurred at the
         close of business on the date of its occurrence.

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                  (ii) Fractional Interests. In computing adjustments under this
         Section 2, fractional interests in Common Stock shall be taken into
         account to the nearest one one-hundredth (1/100th) of a share.

                  (iii) When Adjustment Not Required. If the Company shall take
         a record of the holders of its Common Stock for the purpose of
         entitling them to receive a dividend or distribution or subscription or
         purchase rights and shall, thereafter and before the distribution to
         stockholders thereof, legally abandon its plan to pay or deliver such
         dividend, distribution, subscription or purchase rights, then
         thereafter no adjustment shall be required by reason of the taking of
         such record and any such adjustment previously made in respect thereof
         shall be rescinded and annulled.

         3.       Certificate as to Adjustments. In each case of any adjustment
or readjustment in the shares of Common Stock (or Other Securities) issuable on
the exercise of the Warrants, the Company at its expense will promptly cause its
Chief Financial Officer or other appropriate designee to compute such adjustment
or readjustment in accordance with the terms of the Warrant and prepare a
certificate setting forth such adjustment or readjustment and showing in detail
the facts upon which such adjustment or readjustment is based, including a
statement of (a) the consideration received or receivable by the Company for any
additional shares of Common Stock (or Other Securities) issued or sold or deemed
to have been issued or sold, (b) the number of shares of Common Stock (or Other
Securities) outstanding or deemed to be outstanding, and (c) the Purchase Price
and the number of shares of Common Stock to be received upon exercise of this
Warrant, in effect immediately prior to such adjustment or readjustment and as
adjusted or readjusted as provided in this Warrant; provided, however, that no
adjustment of the Purchase Price shall be made in an amount of less than 1% of
the Purchase Price in effect at the time such adjustment is otherwise required
to be made, but any such lesser adjustment shall be carried forward and shall be
made at the time and together with the next subsequent adjustment which,
together with any adjustments so carried forward, shall amount to not less than
1% of such Purchase Price. The Company will forthwith mail a copy of each such
certificate to the Holder of the Warrant and any Warrant Agent of the Company
(appointed pursuant to Section 9 hereof).

         4.       Reservation of Stock, etc. Issuable on Exercise of Warrant.
The Company will at all times reserve and keep available from its authorized and
unissued Common Stock not less than one hundred and seventy five (175%) percent
of the number of shares to provide for the issuance of Common Stock upon full
exercise of the Warrant. Notwithstanding the foregoing, no holder, as such, of
this Warrant shall be entitled to vote or receive dividends or be deemed to be
the holder of shares of the Company for any purpose, nor shall anything
contained in this Warrant be construed to confer upon the holder hereof, as
such, any of the rights of a stockholder of the Company or any right to vote,
give or withhold consent to any corporate action (whether any reorganization,
issue of stock, reclassification of stock, consolidation, merger, conveyance or
otherwise), receive notice of meetings, receive dividends or subscription
rights, or otherwise, prior to the exercise by the holder of this Warrant and
then only in relation to the Warrant Shares which Holder is then entitled to
receive upon such exercise.

         5.       Assignment; Exchange of Warrant. Subject to compliance with
applicable securities laws, this Warrant, and the rights evidenced hereby, may
be transferred by any registered holder hereof (a "Transferor"). On the
surrender for exchange of this Warrant, with the Transferor's endorsement in the

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form of Exhibit B attached hereto (the "Transferor Endorsement Form") and
together with an opinion of counsel reasonably satisfactory to the Company that
the transfer of this Warrant will be in compliance with applicable securities
laws, the Company at its expense, twice, only, but with payment by the
Transferor of any applicable transfer taxes, will issue and deliver to or on the
order of the Transferor thereof a new Warrant or Warrants of like tenor, in the
name of the Transferor and/or the transferee(s) specified in such Transferor
Endorsement Form (each a "Transferee"), calling in the aggregate on the face or
faces thereof for the number of shares of Common Stock called for on the face or
faces of the Warrant so surrendered by the Transferor. No such transfers shall
result in a public distribution of the Warrant.

         6.       Replacement of Warrant. On receipt of evidence reasonably
satisfactory to the Company of the loss, theft, destruction, or mutilation of
this Warrant and, in the case of any such loss, theft or destruction of this
Warrant, on delivery of an indemnity agreement or security reasonably
satisfactory in form and amount to the Company or, in the case of any such
mutilation, on surrender and cancellation of this Warrant, the Company at its
expense, twice only, will execute and deliver, in lieu thereof, a new Warrant of
like tenor.

         7.       Registration Rights. The Holder of this Warrant has been
granted certain registration rights by the Company. These registration rights
are set forth in the Unit Purchase Agreement.

         8.       Maximum Exercise. The Holder shall not be entitled to exercise
this Warrant on an exercise date, in connection with that number of shares of
Common Stock which would be in excess of the sum of (i) the number of shares of
Common Stock beneficially owned by the Holder and its affiliates on an exercise
date, and (ii) the number of shares of Common Stock issuable upon the exercise
of this Warrant with respect to which the determination of this limitation is
being made on an exercise date, which would result in beneficial ownership by
the Holder and its affiliates of more than 4.99% of the outstanding shares of
Common Stock on such date. For the purposes of the immediately preceding
sentence, beneficial ownership shall be determined in accordance with Section
13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13d-3
thereunder. Subject to the foregoing, the Holder shall not be limited to
aggregate exercises which would result in the issuance of more than 4.99%. The
restriction described in this paragraph may be waived, in whole or in part, upon
sixty-one (61) days prior notice from the Holder to the Company. The Holder may
decide whether to convert a Note or exercise this Warrant to achieve an actual
4.99% ownership position. For purposes of this Warrant, in determining the
number of outstanding shares of Common Stock, a Holder may rely on the number of
outstanding shares of Common Stock as reflected in (1) the Company's most recent
Form 10-Q (or 10-QSB) or Form 10-K (or 10-KSB), as the case may be, (2) a more
recent public announcement by the Company, or (3) any other notice by the
Company or its transfer agent setting forth the number of shares of Common Stock
outstanding. In any case, the number of outstanding shares of Common Stock shall
be determined after giving effect to conversions of any Note and exercise of
Warrants by such Holder and its affiliates since the date as of which such
number of outstanding shares of Common Stock was reported.

         9.       Warrant Agent. The Company may, by written notice to the
Holder of the Warrant, appoint an agent (a "Warrant Agent") for the purpose of
issuing Common Stock (or Other Securities) on the exercise of this Warrant
pursuant to Section 1, exchanging this Warrant pursuant to Section 5, and
replacing this Warrant pursuant to Section 6, or any of the foregoing, and

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thereafter any such issuance, exchange or replacement, as the case may be, shall
be made at such office by such Warrant Agent.

         10.      Transfer on the Company's Books. Until this Warrant is
transferred on the books of the Company, the Company may treat the registered
holder hereof as the absolute owner hereof for all purposes, notwithstanding any
notice to the contrary.

         11.      Representations of Holder. The Holder of this Warrant, by the
acceptance hereof, represents that it is acquiring this Warrant and the Warrant
Shares for its own account for investment only and not with a view towards, or
for resale in connection with, the public sale or distribution of this Warrant
or the Warrant Shares, except pursuant to sales registered or exempted under the
Securities Act; provided, however, that by making the representations herein,
the Holder does not agree to hold this Warrant or any of the Warrant Shares for
any minimum or other specific term and reserves the right to dispose of this
Warrant and the Warrant Shares at any time in accordance with or pursuant to a
registration statement or an exemption under the Securities Act. The Holder of
this Warrant further represents, by acceptance hereof, that, as of this date,
such Holder is an "accredited investor" as such term is defined in Rule
501(a)(1) of Regulation D promulgated by the Securities and Exchange Commission
under the Securities Act (an "Accredited Investor"). Upon exercise of this
Warrant, other than pursuant to a sale pursuant to a Registration Statement or
other exemption under the Securities Act, the Holder shall, if requested by the
Company, confirm in writing, in a form reasonably satisfactory to the Company,
that the Warrant Shares so purchased are being acquired solely for the Holder's
own account and not as a nominee for any other party, for investment and not
with a view toward distribution or resale and that such Holder is an Accredited
Investor. If such Holder cannot make such representations because they would be
factually incorrect, it shall be a condition to such Holder's exercise of this
Warrant that the Company receive such other representations as the Company
considers reasonably necessary to assure the Company that the issuance of its
securities upon exercise of this Warrant shall not violate any federal or state
securities laws.

         12.      Warrant Exercise Compensation. The Company has agreed to pay
to the Broker identified on Schedule 7 to the Unit Purchase Agreement ("Broker")
Warrant Exercise Compensation as described in the Unit Purchase Agreement equal
to ten percent (10%) of the cash proceeds payable to the Company upon exercise
of the Warrant. The Warrant Exercise Compensation will be paid by the Company to
the Broker not later than the fifth (5th) business day after the Company
receives cash proceeds from the exercise of this Warrant. The Holder of the
Warrant has no obligation or responsibility to pay Warrant Exercise Compensation

         13.      Notices. All notices, demands, requests, consents, approvals,
and other communications required or permitted hereunder shall be in writing
and, unless otherwise specified herein, shall be (i) personally served, (ii)
deposited in the mail, registered or certified, return receipt requested,
postage prepaid, (iii) delivered by reputable air courier service with charges
prepaid, or (iv) transmitted by hand delivery, telegram, or facsimile, addressed
as set forth below or to such other address as such party shall have specified
most recently by written notice. Any notice or other communication required or
permitted to be given hereunder shall be deemed effective (a) upon hand delivery
or delivery by facsimile, with accurate confirmation generated by the
transmitting facsimile machine, at the address or number designated below (if
delivered on a business day during normal business hours where such notice is to
be received), or the first business day following such delivery (if delivered
other than on a business day during normal business hours where such notice is

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to be received) or (b) on the second business day following the date of mailing
by express courier service, fully prepaid, addressed to such address, or upon
actual receipt of such mailing, whichever shall first occur or (c) three
business days after deposited in the mail if delivered pursuant to subsection
(ii) above. The addresses for such communications shall be as follows

         (i) if to the Borrower:    Quest Minerals & Mining Corp.
                                    18B East 5th Street
                                    Paterson, NJ 07524
                                    Attn: Eugene Chiaramonte, Jr.
                                    Facsimile: (973) 684-7009

         with a copy
         (by facsimile only) to:    Spectrum Law Group, LLP
                                    1900 Main Street, Suite 125
                                    Irvine, CA 92614-7321
                                    Attn: Marc A. Indeglia, Esq.
                                    Facsimile: (949) 851-5940

         (ii) if to the Holder:     to the name, address, and facsimile number
                                    set forth in the Unit Purchase Agreement

         with a copy
         (by facsimile only) to:    Hodgson Russ LLP
                                    60 East 42nd Street, 37th Floor
                                    New York, NY 10165
                                    Attn: Jeffrey A. Rinde, Esq.
                                    Facsimile: (212) 972-1677

        (iii)                       if to the Broker: the address and facsimile
                                    number set forth on Schedule 7 to the Unit
                                    Purchase Agreement

        14.       Miscellaneous. This Warrant and any term hereof may be
changed, waived, discharged or terminated only by an instrument in writing
signed by the party against which enforcement of such change, waiver, discharge
or termination is sought. This Warrant shall be construed and enforced in
accordance with and governed by the laws of the State of New York. Any dispute
relating to this Warrant shall be adjudicated in New York County in the State of
New York. The headings in this Warrant are for purposes of reference only, and
shall not limit or otherwise affect any of the terms hereof. The invalidity or
unenforceability of any provision hereof shall in no way affect the validity or
enforceability of any other provision.

                                       10
<PAGE>

         IN WITNESS WHEREOF, the Company has executed this Warrant as of the
date first written above.


                                       QUEST MINERALS & MINING CORP.

                                       By: _____________________________________
                                           Name:   Eugene Chiaramonte, Jr.
                                           Title:  Vice President

Witness:

______________________________



                                       11
<PAGE>

                                    Exhibit A

                              FORM OF SUBSCRIPTION
                   (to be signed only on exercise of Warrant)

TO:  QUEST MINERALS & MINING CORP.

The undersigned, pursuant to the provisions set forth in the attached Warrant
(No.____), hereby irrevocably elects to purchase ________ shares of the Common
Stock covered by such Warrant.

The undersigned herewith makes payment of the full purchase price for such
shares at the price per share provided for in such Warrant, which is
$___________. Such payment is hereby made in lawful money of the United States.

The undersigned requests that the certificates for such shares be issued in the
name of, and delivered to _____________________________________________________
whose address is ______________________________________________________________
_______________________________________________________________________________

Number of Shares of Common Stock Beneficially Owned on the date of exercise:
Less than five percent (5%) of the outstanding Common Stock of Quest Minerals &
Mining Corp.

The undersigned represents and warrants that the representations and warranties
in Section 4* of the Unit Purchase Agreement (as defined in this Warrant) are
true and accurate with respect to the undersigned on the date hereof.

The undersigned represents and warrants that all offers and sales by the
undersigned of the securities issuable upon exercise of the within Warrant shall
be made pursuant to registration of the Common Stock under the Securities Act of
1933, as amended (the "Securities Act"), or pursuant to an exemption from
registration under the Securities Act. The undersigned confirms, as of the date
of this form, the representations contained in Section 11 of the Warrant.

Dated:___________________              _________________________________________
                                       (Signature must conform to name of holder
                                       as specified on the face of the Warrant)


                                       _________________________________________

                                       _________________________________________
                                       (Address)


                                       12
<PAGE>

                                    Exhibit B

                         FORM OF TRANSFEROR ENDORSEMENT
                   (To be signed only on transfer of Warrant)

         For value received, the undersigned hereby sells, assigns, and
transfers unto the person(s) named below under the heading "Transferees" the
right represented by the within Warrant to purchase the percentage and number of
shares of Common Stock of QUEST MINERALS & MINING CORP. to which the within
Warrant relates specified under the headings "Percentage Transferred" and
"Number Transferred," respectively, opposite the name(s) of such person(s) and
appoints each such person Attorney to transfer its respective right on the books
of QUEST MINERALS & MINING CORP. with full power of substitution in the
premises.

______________________ _______________________________ _________________________

Transferees            Percentage Transferred          Number Transferred
______________________ _______________________________ _________________________

______________________ _______________________________ _________________________

______________________ _______________________________ _________________________

______________________ _______________________________ _________________________


Dated:  ______________, ___________    _________________________________________
                                       (Signature must conform to name of holder
                                       as specified on the face of the warrant)

Signed in the presence of:

___________________________________    _________________________________________
(Name)
                                       _________________________________________
                                       (address)

ACCEPTED AND AGREED:
[TRANSFEREE]                           _________________________________________

                                       _________________________________________
                                       (address)

___________________________________
(Name)