EXCHANGE
AGREEMENT





This Exchange Agreement (“Agreement”)
is made as of December 14, 2009 by and among Quest Minerals & Mining Corp.,
a Utah corporation (the “Company”), and Francis J. Conway, an individual (the
“Investor”).





RECITALS





A.           In
June 2008, the Investor invested $30,000 in the Company, and the Company agreed
to repay these amounts upon demand.  Due to mistake, inadvertence and
neglect, the Company did not prepare written demand notes evidencing this
indebtedness in writing (the “Evidence of Indebtedness”);





B.           The
Company and the Investor desire to exchange the Evidence of Indebtedness with a
new convertible promissory note (the “Note”) in the principal amount of $30,000,
the form or which is attached hereto as Exhibit A, on the terms and subject to
the conditions set forth herein.





AGREEMENT





It is agreed as follows:





1.
            EXCHANGE OF
      SECURITIES.





1.1           Exchange of
Securities.  In reliance upon the representations and
warranties of the Company and the Investor contained herein and subject to the
terms and conditions set forth herein, the Investor agrees to sell, assign,
transfer, and deliver to the Company, and the Company agrees to purchase from
the Investor, the Evidence of Indebtedness in exchange for the issuance of the
Note by the Company to the Investor.





1.2           Deliveries by
Company.  Concurrently with the execution of this Agreement, or
as soon thereafter as practicable, the Company will deliver the Note to the
Investor.





1.3           Deliveries by
Investor.  By execution of this Agreement, the Investor hereby
assigns and transfers to the Company all of the Investor’s right, title and
interest in an to the Evidence of Indebtedness.  From time to time
after the effective date of this Agreement, and without further consideration,
Investor will execute and deliver such other instruments of transfer and take
such other actions as the Company may reasonably request in order to facilitate
the transfer to the Company of the securities intended to be transferred
hereunder.





2.
            COVENANTS.





2.1           Taxes.  The
issuance of certificates for shares of Common Stock on conversion of the
principal amount and interest outstanding under the Note shall be made without
charge to the Investor for any documentary stamp or similar taxes that may be
payable in respect of the issue or delivery of such certificate.




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2.2           Holding
Period.  The Company agrees and stipulates that, for purposes
of Rule 144 of the Securities Act of 1933, as amended (the “Securities Act”),
the Note and the Conversion Shares (as defined under Section 3.3 below) are
deemed to have been acquired by Investor on the investment date set forth on the
signature page hereto, pursuant to Rule 144(d)(3)(i) and Rule 144(d)(3)(ii) of
the Securities Act.





3.           REPRESENTATIONS AND WARRANTIES OF THE
COMPANY.





The
Company represents and warrants that the following statements are true and
correct in all material respects as of the date hereof, except as expressly
qualified or modified herein.





3.1           Organization and Good
Standing.  The Company is a corporation duly organized, validly
existing, and in good standing under the laws of the State of Utah and has full
corporate power and authority to enter into and perform its obligations under
this Agreement, and to own its properties and to carry on its business as
presently conducted and as proposed to be conducted.  The Company is
duly qualified to do business as a foreign corporation in every jurisdiction in
which the failure to so qualify would have a material adverse effect upon the
Company.




3.2           Validity of
Transactions.  This Agreement, and each document executed and
delivered by the Company in connection with the transactions contemplated by
this Agreement, including this Agreement, have been duly authorized, executed
and delivered by the Company and is each the valid and legally binding
obligation of the Company, enforceable in accordance with its terms, except as
limited by applicable bankruptcy, insolvency reorganization and moratorium laws
and other laws affecting enforcement of creditor’s rights generally and by
general principles of equity.




3.3           Purpose of
Investment.  The Company’s purpose in borrowing the
above-referenced funds was to raise funds for the general use of the Company’s
business, including payment of accrued and ongoing expenses of the
Company.





3.4           Valid Issuance of Conversion
Shares.  The shares of Common Stock that may be issued under
the Note (the “Conversion Shares”), when issued and delivered in accordance with
the terms thereof for the consideration expressed therein, will be duly and
validly issued, fully paid and nonassessable and free of restrictions on
transfer, other than restrictions on transfer under this Agreement, the Note,
and under applicable federal and state securities laws, will be free of all
other liens and adverse claims.





3.5           No
Violation.  The execution, delivery and performance of this
Agreement has been duly authorized by the Company’s Board of Directors and will
not violate any law or any order of any court or government agency applicable to
the Company, as the case may be, or the Articles of Incorporation or Bylaws of
the Company, and will not result in any breach of or default under, or, except
as expressly provided herein, result in the creation of any encumbrance upon any
of the assets of the Company pursuant to the terms of any agreement or
instrument by which the Company or any of its assets may be bound.  No
approval of or filing with any governmental authority is required for the
Company to enter into, execute or perform this Agreement.




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3.6          Securities Law
Compliance.  The offer, issue, sale and delivery of the Shares
will constitute an exempted transaction under the Securities
Act.




4.           REPRESENTATIONS AND WARRANTIES OF THE
INVESTOR.





Investor hereby represents, warrants,
and covenants with the Company as follows:





4.1          Legal Power.  The Investor has the requisite power and is authorized to
enter into this Agreement and to carry out and perform its obligations under the
terms of this Agreement.




4.2          Due Execution.  This Agreement has been duly authorized, executed and
delivered by the Investor, and, upon due execution and delivery by the Company,
this Agreement will be a valid and binding agreement of the
Investor.




4.3          Restricted
Securities.




4.3.1       The
Investor has been advised that neither the Note nor the Conversion Shares have
been registered under the Securities Act or any other applicable securities
laws.  The Investor acknowledges that the Note and the Conversion
Shares may be issued as “restricted securities” as defined by Rule 144
promulgated pursuant to the Securities Act.  Neither the Note nor the
Conversion Shares may be resold in the absence of an effective registration
thereof under the Securities Act and applicable state securities laws unless, in
the opinion of the Company’s counsel, an applicable exemption from registration
is available.




4.3.2       The
Investor represents that it is acquiring the Notes for Investor’s own account,
and not as nominee or agent, for investment purposes only and not with a view
to, or for sale in connection with, a distribution, as that term is used in
Section 2(11) of the Securities Act, in a manner which would require
registration under the Securities Act or any state securities laws.




4.3.3       The
Investor understands and acknowledges that the Note and the Conversion Shares,
when issued, may bear the following legend:




THE
SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY
STATE.  THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT
BE SOLD OR TRANSFERRED FOR VALUE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
THEREOF UNDER THE SECURITIES ACT OF 1933 AND/OR THE SECURITIES ACT OF ANY STATE
HAVING JURISDICTION OR AN OPINION OF COUNSEL ACCEPTABLE TO THE CORPORATION THAT
SUCH REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR ACTS.




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4.3.4       Investor
acknowledges that the Note and the Conversion Shares are not liquid and are
transferable only under limited conditions.  Investor acknowledges
that such securities must be held indefinitely unless they are subsequently
registered under the Securities Act or an exemption from such registration is
available.  Investor is aware of the provisions of Rule 144
promulgated under the Securities Act, which permits limited resale of restricted
securities subject to the satisfaction of certain conditions and that, in the
future, such Rule may not be available for resale of either the Note or any
Conversion Shares.





4.3.5       Investor
is an “accredited investor” as defined under Rule 501 under the Securities
Act.





4.4          Access to
Information.  The Investor represents that the Investor has
been given full and complete access to the Company for the purpose of obtaining
such information as the Investor or its qualified representative has reasonably
requested in connection with the decision to exchange for the
Note.  The Investor represents that the Investor has received and
reviewed copies of each report, registration statement, and definitive proxy
statement filed by the Company with the Securities Exchange Commission since
January 1, 2007 (collectively, with all information incorporated by reference
therein or deemed to be incorporated by reference therein, the “SEC
Reports”).





4.5          Investor Sophistication and
Ability to Bear Risk of Loss.  Investor acknowledges that it is
able to protect its interests in connection with the acquisition of the Note and
can bear the economic risk of investment in such securities without producing a
material adverse change in such Investor’s financial
condition.  Investor, either alone or with such Investor’s
representative(s), otherwise has such knowledge and experience in financial or
business matters that the Investor is capable of evaluating the merits and risks
of the investment in the Note.





4.6          Investment
Intent.  The Investor loaned the above-referenced funds
evidenced by the Evidences of Indebtedness loans because the Investor sought a
rate of return on its investment in the Company and was interested in the profit
to be generated by making the loan.




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5.           MISCELLANEOUS.





5.1           Governing
Law.  This Agreement shall be governed by and construed under
the laws of the State of New Jersey.





5.2           Successors and
Assigns.  Except as otherwise expressly provided herein, the
provisions hereof shall inure to the benefit of, and be binding upon, the
successors, assigns, heirs, executors, and administrators of the parties
hereto.





5.3           Entire
Agreement.  This Agreement and the Exhibits hereto and thereto,
and the other documents delivered pursuant hereto and thereto, constitute the
full and entire understanding and agreement among the parties with regard to the
subjects hereof and no party shall be liable or bound to any other party in any
manner by any representations, warranties, covenants, or agreements except as
specifically set forth herein or therein.  Nothing in this Agreement,
express or implied, is intended to confer upon any party, other than the parties
hereto and their respective successors and assigns, any rights, remedies,
obligations, or liabilities under or by reason of this Agreement, except as
expressly provided herein.





5.4           Severability.  In
case any provision of this Agreement shall be invalid, illegal, or
unenforceable, it shall to the extent practicable, be modified so as to make it
valid, legal and enforceable and to retain as nearly as practicable the intent
of the parties, and the validity, legality, and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.





5.5           Amendment and
Waiver.  Except as otherwise provided herein, any term of this
Agreement may be amended, and the observance of any term of this Agreement may
be waived (either generally or in a particular instance, either retroactively or
prospectively, and either for a specified period of time or indefinitely), with
the written consent of the Company and the Investor.  Any amendment or
waiver effected in accordance with this Section shall be binding upon each
future holder of any security purchased under this Agreement (including
securities into which such securities have been converted) and the
Company.





5.6           Notices.  All
notices and other communications required or permitted hereunder shall be in
writing and shall be effective when delivered personally, or sent by telex or
telecopier (with receipt confirmed), provided that a copy is mailed by
registered mail, return receipt requested, or when received by the addressee, if
sent by Express Mail, Federal Express or other express delivery service (receipt
requested) in each case to the appropriate address set forth below:




If
      to the Company:
            Quest
      Minerals & Mining Corp.18B
      East 5th
      StreetPaterson,
      NJ 07524Attention:
      Eugene Chiaramonte, Jr., PresidentIf
      to the Investor:
            at
      the address set forth on the signature page
  hereto




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5.7           Titles and
Subtitles.  The titles of the paragraphs and subparagraphs of
this Agreement are for convenience of reference only and are not to be
considered in construing this Agreement.





IN WITNESS WHEREOF, the parties have
executed this Agreement as of the date set forth above.





COMPANYQUEST
      MINERALS & MINING CORP.By:
                /s/
      Eugene Chiaramonte, Jr.Eugene
      Chiaramonte, Jr.,President




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INVESTOR
SIGNATURE PAGE





Investor
                                                            
                                                            Evidence of
                                                              Indebtedness
                                                            
                                                            Investment
                                                              Date
                                                            
                                                            New Note$
                                                            30,000
                                                            
                                                            June
      3, 2008
                                                            
                                                            $
                                                            30,000/s/
      Francis J. ConwayFrancis
      J. Conway217
      Collingwood AvenueFairfield,
      CT 06825Fax:




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