FIRST
AMENDMENT TO


QUEST
MINERALS & MINING CORP.


CONVERTIBLE
PROMISSORY NOTE





THIS FIRST AMENDMENT TO CONVERTIBLE
PROMISSORY NOTE(“First
Amendment”) is made and entered into as of February 5, 2010, by and among
Quest Minerals & Mining Corp., a Utah corporation (“Maker”) and Lachhman Mendiratta
(“Payee”).





RECITALS





WHEREAS, on October 14, 2009,
Maker issued a convertible promissory note (the “Note”), pursuant to which it
promised to pay to the order of Payee, the principal amount of ONE HUNDRED
TWENTY FIVE THOUSAND DOLLARS ($125,000.00), together with interest incurred
thereon, as therein provided.  The Note is incorporated into this
First Amendment by this reference, and all defined terms in the Note shall have
the same meaning in this First Amendment;





WHEREAS,due to an inadvertent
mistake of the Maker, the Conversion Price of the Note is incorrect, which
mistake was not realized by the Maker or the Payee at time of execution of the
Note;





WHEREA,the Maker and the
Payee have determined that it is advisable and in their best interests to amend
the Note to correctly reflect the intended Conversion Price agreed upon by the
parties and to reduce the Interest Rate of the Note;





NOW, THEREFORE, in
consideration of the foregoing and other good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, and intending to be
legally bound hereby, the Maker and the Payee hereby agree as
follows:




AGREEMENT




1.           Incorporation
of Recitals.The Recitals set forth
above are herein incorporated into this First Amendment.




2.           Amendment
to Note.




a.           The
Interest Rate set forth in Section 1 of the Note shall be reduced to 5% per
annum from 6% per annum.




b.           The
definition of “Conversion Price” contained in the Section 14 of the Note is
hereby amended by deleting the definition contained in the Note in its entirety
inserting in lieu thereof the following:


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“Conversion Price”
shall be $0.001 per share; provided, however, that if, the
Per Share Market Value of the Common Stock is less than $0.003 for two (2)
consecutive trading days, the Conversion Price will be reduced to $0.0005 per
share; provided, further, the Per
Share Market Value of the Common Stock is less than $0.0015 for two (2)
consecutive trading days, the Conversion Price will be reduced to $0.0001 per
share; and provided further 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
reclassification of shares of the Common Stock any shares of its capital
stock.




3.           Modification.  This
First Amendment shall be deemed a modification of the
Agreement.  Except as specifically modified hereby, the Agreement
shall be deemed controlling and effective, and the parties hereby agree to be
bound by each of its terms and conditions.




4.           Counterparts.  This
First Amendment may be executed in one or more counterparts, each of which shall
be deemed an original, but all of which together shall constitute one and the
same instrument.




IN WITNESS WHEREOF, the
Parties hereto, intending to be legally bound, have each executed this First
Amendment on the date set forth above.





“MAKER”





QUEST
MINERALS & MINING CORP.




By:
                  /s/ Eugene
      Chiaramonte, Jr.Name:
      Eugene Chiaramonte, Jr.Title:
      President





“PAYEE”





/s/
      Lachhman MendirattaLachhman
      Mendiratta


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