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.





THIS NOTE
IS ISSUED IN CONNECTION WITH AN EXCHANGE AGREEMENT BETWEEN THE PAYEE AND THE
MAKER OF EVEN DATE HEREWITH, PURSUANT TO WHICH THE PAYEE EXCHANGED, SURRENDERED,
AND CONVERTED OTHER SECURITIES FOR THESE SECURITIES, ALL AS SET FORTH IN THE
EXCHANGE AGREEMENT.





CONVERTIBLE
PROMISSORY NOTE




U.S.
      $125,000.00
            October
      14,
      2009





Original
      Investment Date (determined pursuant to Rule
144(d)(3)(ii))
              November
      19,
  2008





FOR VALUE RECEIVED, Quest Minerals
& Mining Corp, a Utah corporation (the“Maker”), hereby promises to pay to
Lachhman Mendiratta or its successors and assigns (the “Payee”), at its address
at 1647 Fowler Avenue, New York, NY 10462, or to such other address as Payee
shall provide in writing to the Maker for such purpose, a principal sum of [One
Hundred Twenty Five Thousand Dollars (U.S. $125,000.00)].  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 October 14, 2014 (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 6% per annum from
the date hereof on such unpaid principal amount until such unpaid principal
amount is paid in full or earlier converted into shares (the “Shares”) of the
Maker’s common stock, par value $0.001 per share (the “Common Stock”) in
accordance with the terms hereof.  Interest hereunder shall be paid at
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 (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, into 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 15).  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.









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 15)
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 the 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 the 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 (3) Trading Days (as defined in Section 15) after any
Conversion 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 stock
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 under any Transaction Document 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 payment
therefore 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 or 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 give 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)
Trading Day after a Conversion Date pursuant to and in accordance with Section
4;




(iii)         the
Maker or any of its Subsidiaries shall commence or there shall be commenced
against the Maker or any such Subsidiary, a case under any applicable bankruptcy
or insolvency laws as now or hereafter in effect or any successor thereto, or
the Maker commences any other proceeding under any reorganization, arrangement,
adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or
similar law of any jurisdiction whether now or hereafter in effect relating to
the Maker or any Subsidiary thereof or there is commenced against the Maker or
any Subsidiary thereof any such bankruptcy, insolvency or other proceeding which
remains undismissed for a period of 60 days; or the Maker or any Subsidiary
thereof is adjudicated insolvent or bankrupt; or any order of relief or other
order approving any such case or proceeding is entered; or the Maker or any
Subsidiary thereof suffers any appointment of any custodian or the like for it
or any substantial part of its property which continues undischarged or unstayed
for a period of 60 days; or the Maker or any Subsidiary thereof makes a general
assignment for the benefit of creditors; or the Maker or any Subsidiary shall
fail to pay, or shall state that it is unable to pay, or shall be unable to pay,
its debts generally as they become due; or the Maker or any Subsidiary thereof
shall call a meeting of its creditors with a view to arranging a composition,
adjustment or restructuring of its debts; or the Maker or any Subsidiary thereof
shall by any act or failure to act indicate its consent to, approval of or
acquiescence in any of the foregoing; or any corporate or other action is taken
by the Maker or any Subsidiary thereof for the purpose of effecting any of the
foregoing;




(iv)         the
Maker shall fail to observe or perform any other covenant, agreement or warranty
contained in, or otherwise commit any breach of, this Note, and such failure or
breach shall not, if subject to the possibility of a cure by the Maker, have
been remedied within sixty (60) days after the date on which notice of such
failure or breach shall have been given.




6.           Unsecured Obligation.
The obligations under this Note are unsecured.




3




7.           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.




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.         Due
Authorization.  This Note has been duly authorized, executed
and delivered by the Maker and is the legal obligation of the Maker, enforceable
against the Maker in accordance with its terms.




14.         Governing Law. This
Note shall be governed by and construed and enforced in accordance with the
internal laws of the State of New York without regard to the principles of
conflicts of law thereof.  Each party hereby irrevocably submits to
the exclusive jurisdiction of the state and federal courts sitting in the County
of New York, 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




15.         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 $0.001 per
share; provided, however, that there shall be no adjustment to the Conversion
Price in the event that the Company, at any time while this Note is outstanding,
(a) shall pay a stock dividend or otherwise make a distribution or distributions
on shares of its Common Stock or any other equity or equity equivalent
securities payable in shares of Common Stock, (b) subdivide outstanding shares
of Common Stock into a larger number of shares, (c) combine (including by way of
reverse stock split) outstanding shares of Common Stock into a smaller number of
shares, or (d) issue by reclassificationof shares of the Common
Stock any shares of its capital stock.




“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, a 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.





“Subsidiary” means,
other than Gwenco, Inc., any corporation, partnership, association or other
business entity (a) of which securities or other ownership interests
representing more than 50% of the equity or more than 50% of the ordinary voting
power or more than 50% of the general partnership interests are, at the time any
determination is being made, owned, controlled or held by the Maker, or (b)
which is, at the time any determination is made, otherwise controlled by the
Maker or one or more subsidiaries of the Maker or by the Maker and one or more
subsidiaries of the Maker.




5




“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 New York are authorized or required by law or other government action
to close.





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, $0.001 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


Secured
Convertible Note to be Converted: ______________________________





Number of
shares of Common Stock to be Issued: ________________________




Applicable
Conversion Price:_________________________________________




Signature:
________________________________________________________




Name:___________________________________________________________




Address:
_________________________________________________________




A-1




EXHIBIT
B





LOAN
SCHEDULE





Convertible
Promissory Note Issued by Quest Minerals & Mining Corp.





Dated:  October
14, 2009





SCHEDULE


OF


ADVANCES,
CONVERSIONS, AND PAYMENTS OF PRINCIPAL




Date of Advance/Conversion
                        
                        Amount of Advance (A)
                          /Conversion (C)
                        
                        Total Amount Due Subsequent to
                          Advance/Conversion




B-1