0001144204-09-061474 Sample Contracts

FIRST AMENDMENT TO QUEST MINERALS & MINING CORP. CONVERTIBLE PROMISSORY NOTE
Convertible Promissory Note • November 23rd, 2009 • Quest Minerals & Mining Corp • Non-operating establishments

THIS FIRST AMENDMENT TO CONVERTIBLE PROMISSORY NOTE (“First Amendment”) is made and entered into as of August 28, 2009, by and among Quest Minerals & Mining Corp., a Utah corporation (“Borrower”) and Professional Offshore Opportunity Fund Ltd. (“Holder”).

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BONUS AGREEMENT
Bonus Agreement • November 23rd, 2009 • Quest Minerals & Mining Corp • Non-operating establishments • New Jersey

THIS AGREEMENT (this “Agreement”) is entered into as of July 13, 2009 by and between QUEST MINERALS & MINING CORP., a Utah corporation (the “Company”) and CLEAR MOUNTAIN ASSOCIATES, LLC (the “Consultant”).

SETTLEMENT AGREEMENT AND GENERAL RELEASE
Settlement Agreement and General Release • November 23rd, 2009 • Quest Minerals & Mining Corp • Non-operating establishments • New York

THIS SETTLEMENT AGREEMENT AND GENERAL RELEASE (“Agreement”) is made and entered into as of July 11, 2009, by and among Interstellar Holdings, LLC (“Interstellar”) Quest Minerals & Mining Corp., a Utah corporation (the “Company”), and Gwenco, Inc., a Kentucky corporation (“Gwenco”). Interstellar, the Company, and Gwenco are collectively referred to as the “Parties”.

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