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Exhibit 10.1
INDEMNITY AGREEMENT
THIS INDEMNITY AGREEMENT ("Agreement") is entered into on the
12th day
of January, 2007 between QUEST MINERALS & MINING CORP., a
Utah corporation (the
"Company"), and Eugene Chiaramonte, Jr. ("Indemnitee").
R E C I T A L
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A. On January 3, 2006, the Company entered into a Loan
Agreement
(the "Loan Agreement") with Tarun Mendiratta (the "Lender"),
pursuant to which
the Lender agreed to loan up to $300,000.00 to the Company on
terms set forth in
the Loan Agreement.
B. As a condition of entering into the Loan Agreement, the
Indemnitee delivered a Guarantee (the "Guarantee") to the Lender
guaranteeing
repayment of the amounts loaned under the Loan Agreement.
C. As a further condition of entering into the Loan
Agreement,
the Indemnitee pledged 2,000,000 shares of common stock of the
Company currently
owned by Indemnitee (the "Shares") to the Lender as collateral
for the amounts
loaned under the Loan Agreement, all pursuant to a Stock Pledge
Agreement (the
"Pledge Agreement").
D. On April 3, 2006, the Company defaulted under the Loan
Agreement and the Lender foreclosed on the Shares pursuant to
the Pledge
Agreement. On the date of the foreclosure, the Shares had a
market value of
approximately $260,000.
E. The Indemnitee delivered the Guarantee and pledged the
Shares
in the course and scope of his employment with the Company, as a
director for
the Company, and for the benefit of the Company. The
Indemnitee's conduct was in
good faith, and he reasonably believed that his conduct was in,
or not opposed
to, the corporation's best interests;
F. The Company wishes to provide for indemnification of the
Indemnitee upon the terms and conditions set forth below.
A G R E E M E N T
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It is agreed as follows:
1. The Company agrees to indemnify Indemnitee an
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