EXCHANGE AGREEMENT

This Exchange Agreement (“Agreement”) is made as of June 26, 2009 by and among Quest Minerals & Mining Corp., a Utah corporation (the “Company”), and Interstellar Holdings, LLC (the “Investor”).

A.           From May, 2006 to June, 2007, Tarun Mendiratta and Annette Hunter invested an aggregate of $925,313 in the Company, as set forth in Exhibit A hereto.  The Company agreed to repay these amounts upon demand at an interest rate of five percent (5%) per annum.  Due to mistake, inadvertence, and neglect, the Company did not prepare written demand notes evidencing this indebtedness in writing.  As of the date hereof, the principal balance on these evidences of indebtedness is $920,313 and the accrued interest is $112,700.86.  On June 21, 2007, Mr. Mendiratta and Ms. Hunter assigned all right, title, and interest in the right to repayment of this indebtedness to the Investor.

B.           From July, 2007 to December 31, 2008, the Investor invested an aggregate of $162,098 in the Company, as set forth in Exhibit B hereto.  The Company agreed to repay these amounts upon demand at an interest rate of five percent (5%) per annum.  Due to mistake, inadvertence, and neglect, the Company did not prepare written demand notes evidencing this indebtedness in writing.  As of the date hereof, the principal balance on these evidences of indebtedness is $162,098 and the accrued interest is $11,494.35.

C.           The Company and the Investor desire to exchange the aforementioned evidences of indebtedness (the “Evidences of Indebtedness”) for a new convertible promissory note (the “Note”) in the aggregate principal amount of $1,200,000, the form of which is attached hereto as Exhibit C on the terms and subject to the conditions set forth herein.

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 Evidences of Indebtedness in exchange for the issuance of the Note by the Company to the Investor, in the principal amount of $1,200,000.

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 and to the Evidences of Indebtedness.  From time to time after the effective date of this Agreement, and without further consideration, the 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.

2.1            Information Statement .  On or before August 15, 2009, the Parent shall file a proxy and/or statement with the SEC to amend its articles of incorporation to change the par value of the Common Stock to $0.0001 per share.

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 is deemed to have been acquired by the Investor on the original investment dates as specified on Exhibit A, pursuant to 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.  

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            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.

3.5            Securities Law Compliance .  The offer, issue, sale, and delivery of the Note will constitute an exempted transaction under the Securities Act, and registration of the Note under the Securities Act is not required.  

3.6            Resales Under Rule 144 .  With a view to making available to the Investor 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 Investor to sell common shares issuable upon conversion of the Note (“Conversion Shares”) to the public without registration, the Company will do all of the following:

3.7.1                      use its commercial best efforts to make and keep public information available, as those terms are understood and defined in Rule 144;

3.7.2                 &