THIS FORBEARANCE AGREEMENT (this "Agreement"), is dated as of the 1st day of August, 2006 (the
"Effective Date"), and is by and among Tarun Mendiratta, an individual ("Creditor") and Gwenco, Inc.
("Gwenco"). Creditor and Gwenco are sometimes hereinafter referred to as the "Parties" and singularly as a
For and in consideration of the mutual covenants contained herein, and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged and confessed by the Parties, the Parties hereby
agree as follows:
(a) The Creditor is the assignee and holder of that certain Agreed Judgment entered in favor of National City and
against Gwenco, Inc. and Albert Anderson by the Circuit Court of Boyd County, Kentucky in Case No. 04-CI-
00369 on May 20, 2005, which awards National City a judgment against Gwenco, Inc. and Albert Anderson,
jointly and severally, under a Commercial Installment Note, dated January 20, 1997, in the amount of
$94,785.62 plus interest on the principal portion thereof at the rate of 12.75% per annum from March 15, 2004
until paid, and awards National City a judgment against Gwenco, Inc. and Albert Anderson, jointly and severally,
under a Commercial Time Note, dated March 20, 2001, in the amount of $289,305.29 plus interest on the
principal portion thereof at the rate of 9% per annum from March 15, 2004 until paid, plus any applicable late
charges, attorney's fees, court costs and other collection costs;
(b) The Creditor is the assignee and holder of that certain Order Modifying Agreed Judgment entered in favor of
National City against Gwenco, Inc. and Albert Anderson by the Circuit Court of Boyd County, Kentucky in
Case No. 04-CI-00369 on May 20, 2005, which amends the amount owed to National City by Gwenco, Inc.
and Albert Anderson under a Commercial Installment Note, dated January 20, 1997, to $84,092.70, plus
interest on the principal portion thereof at the rate of 12.75% per annum from December 1, 2004 until paid and it
amends the amount owed to National City by Gwenco, Inc. and Albert Anderson under a Commercial Time
Note, dated March 20, 2001, to $280,311.11 plus interest on the principal portion thereof at the rate of 9% per
annum from December 1, 2004 until paid, plus any applicable late charges, attorney's fees, court costs and other
collection costs incurred (the Agreed Judgment, as modified by the Order Modifying Agreed Judgment, being the
(c) The Creditor is the assignee and holder of that certain Judgment entered in favor of National City against
Quest Minerals & Mining, Ltd. by the Circuit Court of Boyd County, Kentucky in Case No. 05-CI-01157 on
December 22, 2005, which awards National City a judgment against Quest Minerals & Mining, Ltd. in the
amount of $37,366.83, plus $11.14 per diem from October 21, 2005 until paid, and in the amount of
$274,469.76, plus $71.17 per diem from October 21, 2005 until paid, plus any applicable late charges,
attorney's fees, court costs and other collection costs incurred (the "Quest Judgment");
(d) The Creditor is the assignee and holder of that certain Judgment Lien recorded in Encumbrance Book 44,
Page 229 in the office of the Pike County Clerk against Gwenco, Inc. in favor of National City. The Judgment
Lien recorded in Lien Book 46, Page 725 in the office of the Boyd County Clerk against Gwenco, Inc. in favor
of National City (the "Gwenco Judgment Lien");
(e) The Creditor is the assignee and holder of that certain Judgment Lien recorded in Encumbrance Book 45,
Page 327 in the office of the Pike County Clerk against Quest Minerals & Mining, Ltd. in favor of National City,
and the Judgment Lien recorded in Lien Book 48, Page 31 in the office of the Boyd County Clerk against Quest
Minerals & Mining, Ltd. in favor of National City (the "Quest Judgment Lien");
(f) The Creditor is the assignee and holder of those certain Security Agreements executed by Gwenco, Inc.,
dated December 19, 1995 and January 20, 2002, and delivered to National City, which evidences security or
collateral for the loans to Gwenco, Inc., and with said security or collateral having been noted on UCC financing
statements recorded on March 6, 2000 in File No. 20551967 in the clerk's office of Boyd County, Kentucky
and recorded on November 27, 2003 in File No. 2003-1963732-46 in the office of the Kentucky Secretary of
(g) The Creditor is the assignee and holder of that certain Letter of Credit dated November 15, 2000, issued by
National City for the account of Gwenco, Inc. in favor of the Commonwealth of Kentucky in the amount of
$40,508.48 (including principal in the amount of $37,300.00 and interest in the amount $3,208.48) as of July 14,
2. Agreement to Forbear.
(a) In order to induce Creditor to forbear further collection and foreclosure actions or litigation against Gwenco
and Quest, Gwenco agrees to grant the Creditor a royalty pursuant to a royalty agreement (the "Royalty
Agreement") of even date herewith.
(b) In consideration of Gwenco's performance of its covenants under Section 2(a) and under the Royalty
Agreement, Creditor agrees:
(i) to forbear pursuing any remedies and collection proceedings it is entitled to pursue against Gwenco or Quest
under the Gwenco Judgment or the Quest Judgment (the "Judgments"); provided, however, nothing in this
Agreement shall affect the right of Creditor to pursue all remedies available to it (including, without limitation, all
rights of acceleration of maturity) in the event of a future default by Creditor under the terms of this Agreement or
the Royalty Agreement; and
(ii) to forbear pursuing any remedies, execution or litigation it is entitled to pursue against Gwenco under the
Gwenco Judgment Lien or Quest under the Quest Judgment Lien (the "Judgment Liens"); provided, however,
nothing in this Agreement shall affect the
right of Creditor to pursue all remedies available to it in the event of a future default by Gwenco under the terms
of this Agreement or the Royalty Agreement.
3. Default under Royalty Agreement; Remedies. In the event of a future default by Gwenco under the terms of
this Agreement or the Royalty Agreement, Gwenco stipulates that the Leasehold Estate (as defined in the Royalty
Agreement) may be sold by the Master Commissioner of the Circuit Court of Pike County, Kentucky (the
"Court") under proper orders of the Court and the proceeds of said sale be first applied to any costs and
expenses of the sale and then to all amounts owed to the Creditor by Gwenco, Quest Minerals & Mining, Ltd.,
and Quest Minerals & Mining Corp.
IN WITNESS WHEREOF, the Parties have entered into this Agreement as of the date first written above.
/s/ TARUN MENDIRATTA
/s/ EUGENE CHIARAMONTE, JR.
By: Eugene Chiaramonte, Jr.
JUDGMENT CONVERSION AGREEMENT
This Judgment Conversion Agreement ("Agreement") is made as of August 1, 2006 by and between Quest
Minerals & Mining Corp., a Utah corporation (the "Company"), with its principal office at 18B East 5th Street,
Paterson, NJ 07524, and Tarun Mendiratta (the "Creditor").
A. The Creditor is the assignee and holder of that certain judgment (the "Judgment") dated May 20, 2005
entered in the action entitled National City Bank of Kentucky vs. Gwenco, Inc., et. al. in the Circuit Court of
Boyd County, Kentucky, Case No. 04-CI-00369, in favor of Tarun Mendiratta, as assignee (the "Creditor"),
and against Gwenco, Inc., a Kentucky corporation ("Gwenco") and Quest Minerals & Mining, Ltd., a Nevada
corporation ("Quest-NV"), which Judgment has been guaranteed by the Company concurrently herewith.
B. The amount of the Judgment, including accrued interest, late fees, attorney's fees, and costs is currently
$449,534.18 (the "Principal Amount"). Of this amount, $102,026.13 reflects principal, interest, and late charges
due under a Commercial Installment Note dated January 20, 2007, and $294,546.07 reflects principal, interest,
and late charges due under a Commercial Time Note dated March 2, 2001.
C. $102,026.13 of the Judgment accrues interest at the rate of 12.75% per annum and $294,546.07 of the
Judgment accrues interest at the rate of 9% per annum (the "Accrued Interest").
D. Gwenco and Quest-NV have defaulted on repayment of the Judgment.
D. The Company and the Creditor desire that the Judgment be convertible into shares of the Company's common
stock, par value $0.001 per share (the "Common Stock") on the terms and conditions set forth herein.
It is agreed as follows:
1. CONVERSION OF JUDGMENT.
1.1. Creditor's Conversion Rights. Subject to Section 1.2, the Creditor shall have the right, but not the obligation,
to convert all or any portion of the then aggregate outstanding Principal Amount of this Judgment, together fees
due hereon, and any sum arising thereunder, subject to the terms and conditions set forth in this Section at the
rate of $0.001 per share of Common Stock ("Fixed Conversion Price") as same may be adjusted pursuant to this
Agreement. The Creditor may exercise such right by delivery to the Company of a written Notice of Conversion
pursuant to Section 1.3.
1.2. Conversion Limitation. The Creditor shall not be entitled to convert on a Conversion Date (as defined in
Section 1.3 below) that amount of the Judgment 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
Creditor and its affiliates on a Conversion Date, (ii) any Common Stock issuable in connection with the
unconverted portion of the Judgment, and (iii) the number of shares of Common Stock issuable upon the
conversion of the Judgment with respect to which the determination of this provision is being made on a
Conversion Date, which would result in beneficial ownership by the Creditor and its affiliates of more than 4.99%
of the outstanding shares of Common Stock of the Company on such Conversion Date. For the purposes of the
provision to 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 Creditor shall not be limited to aggregate conversions of only 4.99% and aggregate conversion
by the Creditor may exceed 4.99%. The Creditor shall have the authority and obligation to determine whether the
restriction contained in this Section 1.2 will limit any conversion hereunder and to the extent that the Creditor
determines that the limitation contained in this Section applies, the determination of which portion of the
Judgments are convertible shall be the responsibility and obligation of the Creditor. The Creditor may waive the
conversion limitation described in this Section 1.2, in whole or in part, upon and effective after 61 days prior
written notice to the Company.
1.3. Mechanics of Creditor's Conversion.
(a) In the event that the Creditor elects to convert any amounts outstanding under this Judgment into Common
Stock (any such shares issued upon conversion, the "Conversion Shares"), the Creditor shall give notice of such
election by delivering an executed and completed notice of conversion (a "Notice of Conversion") to the
Company, which Notice of Conversion shall provide a breakdown in reasonable detail of the Principal Amount,
accrued interest and amounts being converted. The original Judgment is not required to be surrendered to the
Company until all sums due under the Judgment have been paid. On each Conversion Date in accordance with its
Notice of Conversion, the Creditor shall make the appropriate reduction to the Principal Amount, accrued
interest and fees as entered in its records. Each date on which a Notice of Conversion is delivered or telecopied
to the Company in accordance with the provisions hereof shall be deemed a "Conversion Date." A form of
Notice of Conversion to be employed by the Creditor is annexed hereto as Exhibit B.
(b) Pursuant to the terms of a Notice of Conversion, the Company will issue instructions to the transfer agent
accompanied by an opinion of counsel, if so required by the Company's transfer agent, and shall cause the
transfer agent to transmit the certificates representing the Conversion Shares to the Creditor by crediting the
account of the Creditor's designated broker with the Depository Trust Corporation ("DTC") through its Deposit
Withdrawal Agent Commission ("DWAC") system within three (3) business days after receipt by
the Company of the Notice of Conversion (the "Delivery Date"). In the case of the exercise of the conversion
rights set forth herein the conversion privilege shall be deemed to have been exercised and the Conversion Shares
issuable upon such conversion shall be deemed to have been issued upon the date of receipt by the Company of
the Notice of Conversion. The Creditor shall be treated for all purposes as the record holder of such shares of
Common Stock, unless the Creditor provides the Company written instructions to the contrary.
Notwithstanding the foregoing to the contrary, the Company or its transfer agent shall only be obligated to issue
and deliver the shares to the DTC on the Creditor's behalf via DWAC (or certificates free of restrictive legends)
if a registration statement providing for the resale of the shares of Common Stock issuable upon the conversion of
this Judgment is effective and the Creditor has complied with all applicable securities laws in connection with the
sale of the Common Stock, including, without limitation, the prospectus delivery requirements. In the event that
Conversion Shares cannot be delivered to the Creditor via DWAC, the Company shall deliver physical
certificates representing the Conversion Shares by the Delivery Date.
1.4. Conversion Mechanics.
(a) The number of shares of Common Stock to be issued upon each conversion of this Judgment pursuant to this
Section 1 shall be determined by dividing that portion of the Principal Amount and interest and fees to be
converted, if any, by the then applicable Fixed Conversion Price.
(b) The Fixed Conversion Price and number and kind of shares or other securities to be issued upon conversion
shall be subject to adjustment from time to time upon the happening of certain events while this conversion right
remains outstanding, as follows:
A. Merger, Sale of Assets, etc. If the Company at any time shall consolidate with or merge into or sell or convey
all or substantially all its assets to any other corporation, this Judgment, as to the unpaid principal portion thereof
and accrued interest thereon, shall thereafter be deemed to evidence the right to purchase such number and kind
of shares or other securities and property as would have been issuable or distributable on account of such
consolidation, merger, sale or conveyance, upon or with respect to the securities subject to the conversion or
purchase right immediately prior to such consolidation, merger, sale or conveyance. The foregoing provision shall
similarly apply to successive transactions of a similar nature by any such successor or purchaser. Without limiting
the generality of the foregoing, the anti-dilution provisions of this Section shall apply to such securities of such
successor or purchaser after any such consolidation, merger, sale or conveyance.
B. Reclassification, etc. If the Company at any time shall, by reclassification or otherwise, change the Common
Stock into the same or a different number of securities of any class or classes, this Judgment, as to the unpaid
principal portion thereof and accrued interest thereon, shall thereafter be deemed to evidence the right to
purchase an adjusted number of such securities and kind of securities as would have been issuable as the result of
such change with respect to the Common Stock immediately prior to such reclassification or other change.
C. Stock Splits, Combinations and Dividends. If the shares of Common Stock are subdivided or combined into a
greater or smaller number of shares of Common Stock, or if a dividend is paid on the Common Stock in shares
of Common Stock, the Conversion Price shall be proportionately reduced in case of subdivision of shares or
stock dividend or proportionately increased in the case of combination of shares, in each such case by the ratio
which the total number of shares of Common Stock outstanding immediately after such event bears to the total
number of shares of Common Stock outstanding immediately prior to such event.
D. Share Issuance. So long as this Judgment is outstanding, if the Company shall issue any Common Stock, prior
to the complete conversion or payment of this Judgment, for a consideration less than the Fixed Conversion Price
that would be in effect at the time of such issue, then, and thereafter successively upon each such issuance, the
Fixed Conversion Price shall be reduced to such other lower issue price. For purposes of this adjustment, the
issuance of any security or debt instrument of the Company carrying the right to convert such security or debt
instrument into Common Stock or of any warrant, right or option to purchase Common Stock shall result in an
adjustment to the Fixed Conversion Price upon the issuance of the above-described security, debt instrument,
warrant, right, or option and again upon the issuance of shares of Common Stock upon exercise of such
conversion or purchase rights if such issuance is at a price lower than the then applicable Conversion Price
(c) Whenever the Conversion Price is adjusted pursuant to
Section 1.4(b) above, the Company shall promptly mail to the Creditor a notice setting forth the Conversion
Price after such adjustment and setting forth a statement of the facts requiring such adjustment.
1.5. Reservation. During the period the conversion right exists, the Company will reserve from its authorized and
unissued Common Stock not less than one hundred seventy-five percent (175%) of the number of shares to
provide for the issuance of Common Stock upon the full conversion of this Judgment. the Company represents
that upon issuance, such shares will be duly and validly issued, fully paid and non-assessable. The Company
agrees that its issuance of this Judgment shall constitute full authority to its officers, agents, and transfer agents
who are charged with the duty of executing and issuing stock certificates to execute and issue the necessary
certificates for shares of Common Stock upon the conversion of this Judgment.
1.6 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 Conversion Shares are deemed to have been acquired by the
Creditor on January 20, 1997 for Conversion Shares issued upon conversion of the portion of the Judgment
representing the Commercial Installment Note, on March 20, 2001 for Conversion Shares issued upon
conversion of the portion of the Judgment representing the Commercial Time Note, and on August 1, 2006 for
conversion of the balance of the Judgment, pursuant to Rule 144(d)(3)(ii) of the Securities Act.
1.7 Judgment Schedule. The aggregate principal amount outstanding under the Judgment will be conclusively
evidenced by the schedule annexed as Exhibit B hereto (the "Judgment Schedule"). Conversions hereunder shall
effect of lowering the outstanding amount of the Judgment 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 Judgment Schedule. The Creditor and the Company agree to file, from time to time and as
reasonably requested by either party, appropriate documents in the presiding circuit courts in the State of
Kentucky to reflect the reductions to the amounts due under the Judgment.
2. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.
As a material inducement to the Creditor to enter into this Agreement and to purchase the Unit, 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.
2.1 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.
2.2 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.
2.3 Valid Issuance of Conversion Shares. The Conversion Shares, when issued and delivered in accordance with
the terms hereof for the consideration expressed herein, will be duly and validly issued, fully paid and
nonassessable and free of restrictions on transfer, other than restrictions on transfer under this Agreement and
under applicable federal and state securities laws, will be free of all other liens and adverse claims.
2.4 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.
2.5 SEC Reports and Financial Statements.
2.5.1 The Company has delivered or made available to the Creditor accurate and complete copies (excluding
copies of exhibits) of each report, registration statement and definitive proxy statement filed by the Company with
the SEC since January 1, 2005 (collectively, with all information incorporated by reference therein or deemed to
be incorporated by reference therein, the "SEC Reports"). All statements, reports, schedules, forms and other
documents required to have been filed by the Company with the SEC have been so filed on a timely basis, except
as indicated in such SEC Reports. As of the time it was filed with the SEC (or, if amended or superseded by a
filing prior to the date of this Agreement, then on the date of such filing): (i) each of the SEC Reports complied in
all material respects with the applicable requirements of the Securities Act of 1933, as amended, or the Securities
Exchange Act of 1934, as amended; and (ii) none of the SEC Reports contained any untrue statement of a
material fact or omitted to state a material fact required to be stated therein or necessary in order to make the
statements therein, in the light of the circumstances under which they were made, not misleading.
2.5.2 Except for the pro forma financial statements, the consolidated financial statements contained in the SEC
Reports: (i) complied as to form in all material respects with the published rules and regulations of the SEC
applicable thereto; (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the
periods covered (except as may be indicated in the notes to such financial statements and, in the case of
unaudited statements, as permitted by Form 10-QSB of the SEC, and except that unaudited financial statements
may not contain footnotes and are subject to normal and recurring year-end audit adjustments which will not,
individually or in the aggregate, be material in amount); and (iii) fairly present, in all material respects, the
consolidated financial position of the Company and its consolidated subsidiaries as of the respective dates thereof
and the consolidated results of operations of the Company and its consolidated subsidiaries for the periods
covered thereby. All adjustments considered necessary for a fair presentation of the financial statements have
2.6 Securities Law Compliance. The offer, issue, sale and delivery of the Conversion Shares will constitute an
exempted transaction under the Securities Act, and registration of the any of the Conversion Shares under the
Securities Act is not required. The Company shall make such filings as may be necessary to comply with the
Federal securities laws and the Blue Sky laws of any state, which filings will be made in a timely manner.
2.7 Resales Under Rule 144. With a view to making available to the Creditor the benefits of Rule 144
promulgated under the 1933 Act ("Rule 144") and any other rule or regulation of the SEC that may at any time
permit the Creditor to sell Conversion Shares to the public without registration, the Company will do all of the
2.7.1 use its commercial best efforts to make and keep public information available, as those terms are
understood and defined in Rule 144;
2.7.2 take such action, including compliance with the reporting requirements of section 13 or 15(d) of the 1934
Act, as is necessary to enable the Creditor to utilize Rule 144;
2.7.3 file with the SEC in a timely manner all reports and other documents required of the Company under the
1933 Act and the 1934 Act;
2.7.4 furnish to the Creditor, so long as the Creditor owns any Conversion shares, forthwith upon written request:
(1) a written statement by the Company as to its compliance with the reporting requirements of Rule 144, the
1933 Act and the 1934 Act (at any time after it has become subject to such reporting requirements);
(2) a copy of the most recent annual or quarterly report of the Company and such other reports and documents
so filed by the Company;
(3) an opinion of the Company's counsel that the Conversion Shares may be resold in the absence of an effective
registration thereof under the Securities Act pursuant to Rule 144; and
(4) such other documents as may be reasonably requested in availing the Creditor of any rule or regulation of the
SEC that permits the selling of any such Conversion Shares without registration or pursuant to such form; and
2.7.5 concurrently with the execution of this Agreement, instruct the Company's Transfer Agent to accept an
opinion of the Creditor's counsel that the Conversion Shares may be resold in the absence of an effective
registration thereof under the Securities Act pursuant to Rule 144 or Section 4(1) in lieu of an opinion of the
Company's counsel as set forth in Section 2.7.4(3) above.
3. REPRESENTATIONS AND WARRANTIES OF THE INVESTOR.
The Creditor hereby represents, warrants and covenants with the Company as follows:
3.1 Legal Power. The Creditor has the requisite corporate power and is authorized to enter into this Agreement,
to purchase the Unit hereunder, and to carry out and perform its obligations under the terms of this Agreement.
3.2 Due Execution. This Agreement has been duly authorized, executed and delivered by the Creditor, and, upon
due execution and delivery by the Company, this Agreement will be a valid and binding agreement of the
3.3 Restricted Securities.
3.3.1 The Creditor has been advised that the Conversion Shares have not been registered under the Securities
Act or any other applicable securities laws. The Creditor acknowledges that the Conversion Shares will be issued
as "restricted securities" as defined by Rule 144 promulgated pursuant to the Securities Act. The Conversion
Shares may not 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.
3.3.2 The Creditor understands and acknowledges that the Conversion Shares, when issued, will bear the
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.
4.1 Governing Law. This Agreement shall be governed by and construed under the laws of the State of New
4.2 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
4.3 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.
4.4 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.
4.5 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 Creditor. 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.
4.6 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 Street
Paterson, NJ 07524
If to the Creditor: Tarun Mendiratta
85 Lords Highway
Weston, CT 06883
6.7 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.
By: /s/ TARUN MENDIRATTA
QUEST MINERALS & MINING CORP.
By: /s/ EUGENE CHIARAMONTE, JR.
Eugene Chiaramonte, Jr., President
COPY OF JUDGMENT
NOTICE OF CONVERSION
(To be executed by the Creditor in order to convert the Judgment)
The undersigned hereby elects to convert $_________ of the principal and $_________ of the interest due on
the Judgment dated May 20, 2005 entered in the action entitled National City Bank of Kentucky vs. Gwenco,
Inc., et. al. in the Circuit Court of Boyd County, Kentucky, Case No. 04-CI-00369, in favor of National City
Bank of Kentucky and against Gwenco, Inc., a wholly owned subsidiary of Quest Minerals & Mining Corp., into
Shares of Common Stock of Quest Minerals & Mining Corp. according to the conditions set forth in that certain
Judgment Conversion Agreement dated August 1, 2006 by and between the Quest Minerals & Mining Corp.
and Tarun Mendiratta, as of the date written below.
Date of Conversion: ___________________________________________________________
Conversion Price: _____________________________________________________________
Amount of Judgment to be Converted: ___________________________________________
Number of Shares to be Issued: ________________________________________________
Print Name: ___________________________________________________________________
THIS ROYALTY AGREEMENT is made and entered into as of the 1st day of August, 2006, by and between
GWENCO, INC., a Kentucky corporation (hereinafter called "Gwenco") and TARUN MENDIRATTA, an
individual residing in Connecticut (hereinafter called "Mendiratta").
1. Gwenco and Mendiratta, along with Quest Minerals & Mining Corp. (parent company of Gwenco) and Quest
Minerals & Mining, Ltd. have entered into a Forbearance Agreement of even date herewith (the "Agreement").
Pursuant to Section 2.1(a) thereof, and pursuant to this Royalty Agreement, Gwenco agrees to pay Mendiratta
fifty percent (50%) of all "Gross Profits" (as defined herein) derived from the sales of all coal mined from any
seam within five (5) miles of Slater's Branch, Pike County, Kentucky (the "Mine Premises"), by Gwenco or its
parent or affiliated companies. The term "Gross Profit" shall be defined as actual cash proceeds to Gwenco from
the sale of coal mined from the Mine Premises, less production costs incurred in connection with the sale of said
coal mined from the Mine Premises. Productions costs shall include the following:
(i) Required payments to Gwenco's contract mine operator;
(ii) Black Lung payments;
(iii) Kentucky Severance payments;
(iv) Reclamation payments;
(v) Royalties (including, but not limited to, landowner royalties);
(vi) Electricity to operate the mine;
(vii) Trucking costs to deliver coal mined from the Mine Premises;
(viii) Belt Move Material;
(ix) Office and Administrative expenses of Gwenco;
(x) Engineering expenses of Gwenco associated with the Mine Premises;
(xi) Liability Insurance;
(xii) MSHA payments; and
(xiii) Other Miscellaneous items not to exceed $5,000 per month.
2. Payments shall be made directly to Mendiratta or his heirs, assigns or designees, as Mendiratta shall direct.
3. The quantity of coal mined and removed by Gwenco or any other party from the Mine Premises shall be
determined by the applicable railroad weight sheets or certified truck weight sheets furnished to Mendiratta or to
any other party by the railroad company over which said coal is transported to market, by the trucking company
employed for the purpose of transporting said coal to market or by the purchaser of such coal produced.
Gwenco shall keep, or
cause to be kept, accurate records of the amount of coal mined and removed by them or any other party from
the Mine Premises, and not later than the tenth
(10th) day of each calendar month during which mining operations are conducted on the Mine Premises by
Gwenco or any other party, either Quest or Gwenco shall furnish to Mendiratta by hand-delivery to Mendiratta
or by mail to Mendiratta at 85 Lords Highway East, Weston, CT 06883, a report in writing showing the total
number of net tons of coal so mined and removed from the Mine Premises by Gwenco or any other party during
the preceding month, together with copies of the applicable truck or railroad weight sheets for said coal.
Mendiratta and his duly authorized agents may, at all reasonable times, examine the pertinent records of Quest or
Gwenco including all railroad and truck weight sheets and maps in order to verify the quantity and weight of said
coal. Should a party other than Quest or Gwenco be mining coal on the Mine Premises, then Quest or Gwenco
shall cause any agreement relating to such mining to provide appropriate provisions so that the provisions of this
Agreement with respect to the providing and auditing of mining information can be properly enforced by
Mendiratta. On or before April 15, July 15, October 15 and January 15 of each year during the term of this
Agreement, Quest or Gwenco shall provide Mendiratta with a progress report regarding any mining operations
on the Mine Premises during the prior three (3) month period. Each progress report shall include such
information, statistics, maps and plats as may from time to time be specified by Mendiratta.
4. The Mine Premises described above and to which this Agreement pertains shall specifically include, but shall
not be limited to, any coal mined from properties currently under lease to Gwenco at Slater's Branch, Pike
County, Kentucky, which are identified by reference to the following leases and/or property descriptions, all
appearing of record in the Pike County Clerk's Office, Pikeville, Kentucky (collectively, the "Leasehold Estate"):
Deed Book 288, Page 193 (Nola Deskins) Deed Book 640, Page 189 (Hugh Bert Slater) Deed Book 124,
Page 548 (Edward & Bethel Slater) Deed Book 640, Page 247 (Allen Slater heirs) Deed Book 641, Page 308
(Ida Slater) Deed Book 640, Page 261 (Robert Stepp heirs) Deed Book 641, Page 326 (George & Mary
Fields) Deed Book 641, Page 292 (Nina Blackburn) Deed Book 610, Page 228 (John & Stephanie Evans)
Deed Book 740, Page 66 (Muriel Millard) Deed Book 640, Page 235 (W.F. Alley, Jr.) Lease dated 11/3/87
(Jean Tucker - assigned to Paul Neil Slater) No recording information; property description at Misc. Book 52,
Page 269 Deed Book 6, Page 52 - 4 acres (Lassie Adair heirs) Deed Book 640, Page 295 (Ann & Elmer
Smith) Deed Book 640, Page 228, 230 (Mary Gill - assigned to Paul Neil Slater
Deed Book 652, Page 588 (Hilbert Phillips) Deed Book 640, Page 183 (Charles D. Robinson) Deed Book
623, Page 244 (Tracts 1 & 2) (Charles D. Robinson) Deed Book 640, Page 271 (James W. Robinson) Deed
Book 643, Page 327 (Rebecca & Charles Baer - 4 parcels) Deed Book 640, Page 274 (George D. Robinson)
5. Payment of the amounts due to Mendiratta under this agreement shall be secured by that certain judgment (the
"Judgment") dated May 20, 2005 entered in the action entitled National City Bank of Kentucky vs. Gwenco,
Inc., et. al. in the Circuit Court of Boyd County, Kentucky, Case No. 04-CI-00369, in favor of Mendiratta, as
assignee, and against Gwenco. Default on any payment of the amounts due to Mendiratta hereunder shall
constitute an immediate default under the Judgment and the Forbearance Agreement.
IN WITNESS WHEREOF, the parties have hereunto set their hands, on the day and year first above written.
By: /s/ EUGENE CHIARAMONTE, JR.
Eugene Chiaramonte, Jr.
/s/ TARUN MENDIRATTA
SUBSIDIARIES OF QUEST MINERALS & MINING CORP.
Quest Minerals & Mining Ltd.
Subsidiaries of Quest Minerals & Mining Ltd.
Quest Energy, Ltd.
Subsidiaries of Quest Energy Ltd.
Taylor Mining, Inc.
CONSENT OF INDEPENDENT ACCOUNTANT
We hereby consent to the incorporation by reference in the Registration Statements No. 333-133939, 333-
137645, and 333-140872 on Form S-8 of our report dated June 20, 2007, relating to the financial statements of
Quest Minerals & Mining Corp., which appear in this Annual Report on Form 10-KSB of Quest Minerals &
Mining Corp. for the years ended December 31, 2006, 2005 and 2004.
/s/ KEMPISTY & COMPANY CPAS, PC
Kempisty & Company
Certified Public Accountants PC
New York, New York
July 19, 2007
I, Eugene Chiaramonte, Jr., certify the following:
1. I have reviewed this annual report on Form 10-KSB/A of Quest Minerals & Mining Corp.;
2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial information included in this annual report,
fairly present in all material respects the financial condition, results of operations and cash flows of Quest Minerals
& Mining Corp. as of, and for, the periods presented in this annual report;
4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange
Act Rules 13a-14 and 15d-14) for Quest Minerals & Mining Corp. and I have done the following:
a. designed such disclosure controls and procedures to ensure that material information relating to Quest Minerals
& Mining Corp. is made known to me by others within the Company, particularly during the period in which this
annual report is being prepared;
b. evaluated the effectiveness of Quest Minerals & Mining Corp.'s disclosure controls and procedures as of a
date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and
c. presented in this annual report my conclusions about the effectiveness of the disclosure controls and
procedures based on my evaluation as of the Evaluation Date;
5. I have disclosed, based on my most recent evaluation, to Quest Minerals & Mining Corp.'s auditors and the
audit committee of Quest Minerals & Mining Corp.'s board of directors:
a. all significant deficiencies in the design or operation of internal controls which could adversely affect Quest
Minerals & Mining Corp.'s ability to record, process, summarize and report financial data and have identified for
Quest Minerals & Mining Corp.'s auditors any material weaknesses in internal controls; and
b. any fraud, whether or not material, that involves management or other employees who have a significant role in
Quest Minerals & Mining Corp.'s internal controls; and
6. I have indicated in this annual report whether or not there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to the date of my most recent evaluation,
including any corrective actions with regard to significant deficiencies and material weaknesses.
July 19, 2007 /s/ EUGENE CHIARAMONTE, JR.
Eugene Chiaramonte, Jr.
(Principal Executive Officer and
Principal Accounting Officer)
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 ADOPTED
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Quest Minerals & Mining Corp., a Utah corporation, (the "Company")
on Form 10-KSB/A for the year ending December 31, 2006, as filed with the Securities and Exchange
Commission on the date hereof (the "Report"), I, Eugene Chiaramonte, Jr., President of the Company, certify the
following pursuant to Section 18, U.S.C. 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002:
1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of
2. The information contained in the report fairly presents, in all material respects, the financial condition and
results of operations of the Company.
/s/ EUGENE CHIARAMONTE, JR.
Eugene Chiaramonte, Jr.,
(Principal Executive Officer and
Principal Accounting Officer)
July 19, 2007