Exhibit
      10.1

    


    


    LICENSE
      AGREEMENT

    BETWEEN

    TECHNOLOGY
      INNOVATIONS, LLC

    AND

    NATURALNANO,
      INC.

     

    EFFECTIVE
      AS OF APRIL 27, 2005

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    TABLE
      OF
      CONTENTS

     

    
      	 	 	
              Page
                No.

            
	 	 	 
	RECITALS	 	
              1

            
	 	 	 
	ARTICLE 1 - DEFINITIONS	 	
              1

            
	 	 	 
	ARTICLE 2 - LICENSE GRANT	 	
              3

            
	 	 	 
	ARTICLE 3 - ROYALTIES	 	
              4

            
	 	 	 
	ARTICLE 4 - CONFIDENTIALITY	 	
              7

            
	 	 	 
	ARTICLE 5 - TERM AND TERMINATION	 	
              7

            
	 	 	 
	ARTICLE 6 - PATENT MAINTENANCE AND
              REIMBURSEMENT	 	
              9

            
	 	 	 
	ARTICLE 7 - INFRINGEMENT AND
              LITIGATION	 	
              9

            
	 	 	 
	ARTICLE 8 - DISCLAIMER OF WARRANTY;
              INDEMNIFICATION	 	
              9

            
	 	 	 
	ARTICLE 9 - USE OF NAME; INDEPENDENT
              CONTRACTOR	 	
              12

            
	 	 	 
	ARTICLE 10 - ADDITIONAL PROVISIONS	 	
              12

            
	 	 	 
	Attachment 1 Intellectual Property
              List	 	 


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    This
      License Agreement (“AGREEMENT”) is made by and between Technology Innovations,
      LLC (“LICENSOR”), having a place of business at 150 Lucius Gordon Drive, Suite
      215, West Henrietta, New York 14586 and NaturalNano, Inc. (“LICENSEE”), having a
      place of business at 150 Lucius Gordon Drive, Suite 124, West Henrietta, New
      York 14586.

     

    This
      AGREEMENT is effective as of April 27, 2005 (“EFFECTIVE DATE”).

    


    RECITALS

     

    WHEREAS,
      LICENSOR owns and is proprietor of certain intellectual property listed in
      Attachment 1 relating to applications of halloysite processes, structures and
      compositions; and

     

    WHEREAS,
      LICENSEE desires to secure an exclusive, field of use limited license to make,
      use and sell the intellectual property described in Attachment 1 hereto.


     

    NOW,
      THEREFORE, in consideration of the premises and of the promises and covenants
      contained herein and intending to be legally bound hereby, the parties agree
      as
      follows:

    


    ARTICLE
      1 - DEFINITIONS

     

    1.1 AFFILIATE
      means, when used with reference to LICENSEE, any ENTITY directly or indirectly
      controlling, controlled by or under common control with LICENSEE. For purposes
      of this AGREEMENT, “control” means the direct or indirect ownership of over
      fifty percent (50%) of the outstanding voting securities of an ENTITY, or the
      right to receive over fifty percent (50%) of the profits or earnings of an
      ENTITY, or the right to control the policy decisions of an ENTITY.

     

    1.2 BANKRUPTCY
      EVENT means the ENTITY in question becomes insolvent, or voluntary or
      involuntary proceedings by or against such ENTITY are instituted in bankruptcy
      or under any insolvency law, or a receiver or custodian is appointed for such
      ENTITY, or proceedings are instituted by or against such ENTITY for corporate
      reorganization or the dissolution of such ENTITY, which proceedings, if
      voluntary, shall not have been dismissed within sixty (60) days after the date
      of filing, or such ENTITY makes an assignment for the benefit of creditors,
      or
      substantially all of the assets of such ENTITY are seized or attached and not
      released within sixty (60) days thereafter.

     

    
      
         

      

      
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    1.3 CALENDAR
      QUARTER means each three-month period, or any portion thereof, beginning on
      January 1, April 1, July 1 and October 1.

     

    1.4 CALENDAR
      YEAR means a period of twelve (12) months beginning on January 1 and ending
      on
      December 31.

     

    1.5 CONFIDENTIAL
      INFORMATION means and includes all technical information, inventions, trade
      secrets, developments, discoveries, software, know-how, methods, techniques,
      formulae, data, processes and other proprietary ideas, whether or not patentable
      or copyrightable, identified as confidential or proprietary at the time it
      is
      delivered or communicated to LICENSEE.

     

    1.6 ENTITY
      means a corporation, an association, a joint venture, a partnership, a trust,
      a
      business, an individual, a government or political subdivision thereof,
      including an agency, or any other organization that can exercise independent
      legal standing.

     

    1.7 FIELD
      OR
      FIELD OF USE means non-medical uses of halloysite microtubule processes,
      structures, compositions and applications; for example, hydrogen storage using
      halloysite.

     

    1.8 LICENSEE
      shall include LICENSEE and its AFFILIATES.

     

    1.9 NET
      SALES
      means the cash consideration or FAIR MARKET VALUE attributable to the SALE
      of
      any LICENSED PRODUCT(S), less qualifying costs directly attributable to such
      SALE and actually identified on the invoice and borne by LICENSEE or its
      sublicensee.   

     

    1.9.1 Such
      qualifying costs shall be limited to the following:

     

    1.9.1.1 Discounts,
      in amounts customary in the trade, for quantity purchases, prompt payments
      and
      for wholesalers and distributors.

     

    1.9.1.2 Credits
      or refunds, not exceeding the original invoice amount, for claims or
      returns.

     

    1.9.1.3 Prepaid
      transportation insurance premiums.

     

    1.9.1.4 Prepaid
      outbound transportation expenses.

     

    1.9.1.5 Sales
      and
      use taxes imposed by a governmental agency.

     

    
      
         

      

      
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    1.10 LICENSED
      PRODUCT(S) means product(s) which in the absence of this AGREEMENT would
      infringe at least one claim of PATENT RIGHTS or product(s) made, at least in
      part, using LICENSOR’S TECHNICAL INFORMATION.

     

    1.11 PATENTED
      PRODUCT(S) means product(s) which are made, made for, used or sold, which
      manufacture, use or sale is covered by any claim of the LICENSOR’S PATENT RIGHTS
      in any country.

     

    1.12 PATENT
      RIGHTS means those United States patent applications listed in Attachment 1
      hereto, and foreign counterparts including continuation, continuation-in-part,
      divisional and re-issue applications thereof, together with any and all patents
      issuing thereupon.

     

    1.13 TECHNICAL
      INFORMATION means research and development information, unpatented inventions,
      know-how, trade secrets, and technical data in the possession of LICENSOR on
      the
      EFFECTIVE DATE of this AGREEMENT which is needed to produce LICENSED
      PRODUCT(S).

     

    1.14 SALE
      means any bona fide transaction for which consideration is received for the
      sale, use, lease, transfer or other disposition of LICENSED PRODUCT(S). A SALE
      of LICENSED PRODUCT(S) shall be deemed completed at the time LICENSEE or its
      sublicensee receives payment for such LICENSED PRODUCT(S).

    


    ARTICLE
      2 - LICENSE GRANT

     

    2.1 LICENSOR
      grants to LICENSEE for the term of this AGREEMENT an exclusive, world-wide
      right
      and license, with the right to grant sublicenses, to make, have made, use and
      sell LICENSED PRODUCT(S) in the FIELD OF USE. No other rights or licenses are
      granted hereunder.

     

    2.2 The
      right
      to sublicense conferred upon LICENSEE under this AGREEMENT is subject to the
      following conditions:

     

    2.2.1 In
      each
      such sublicense, the sublicensee shall be prohibited from further sublicensing
      and shall be subject to the terms and conditions of the license granted to
      LICENSEE under this AGREEMENT. 

     

    
      
         

      

      
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    2.2.2 LICENSEE
      shall forward to LICENSOR, within thirty (30) days of execution, a complete
      and
      accurate copy written in the English language of each sublicense granted
      hereunder. LICENSOR’S receipt of such sublicense shall not constitute an
      approval of such sublicense or a waiver of any of LICENSOR’S rights or
      LICENSEE’S obligations hereunder.

     

    2.2.3 If
      LICENSEE becomes subject to a BANKRUPTCY EVENT, all payments then or thereafter
      due and owing to LICENSEE from its sublicensees shall upon notice from LICENSOR
      to any such sublicensee become payable directly to LICENSOR for the account
      of
      LICENSEE; provided however, that LICENSOR shall remit to LICENSEE the amount
      by
      which such payments exceed the amounts owed by LICENSEE to
      LICENSOR.

     

    2.2.4 Notwithstanding
      any such sublicense, LICENSEE shall remain primarily liable to LICENSOR for
      all
      of the LICENSEE’S duties and obligations contained in this AGREEMENT, and any
      act or omission of a sublicensee which would be a breach of this AGREEMENT
      if
      performed by LICENSEE shall be deemed to be a breach by LICENSEE of this
      AGREEMENT.

    


    ARTICLE
      3 - ROYALTIES

     

    3.1 ROYALTIES

     

    3.1.1 In
      consideration of the license granted herein, LICENSEE shall pay to LICENSOR
      a
      royalty of five percent (5%) of the NET SALES of LICENSED PRODUCT(S) made,
      made
      for, used or sold by LICENSEE and any sublicensees.

     

    3.1.2 LICENSEE
      shall promptly pay to LICENSOR twenty-five percent (25%) of any sublicense
      initiation fee or other such consideration, including, but not limited to,
      license fees, royalties and minimum royalties paid by each sublicensee of this
      AGREEMENT. 

     

    3.1.3 In
      the
      event that more than one royalty or payment is applicable to LICENSED
      PRODUCT(S), the royalty rate provided for in 3.1.1. or sublicensing fee or
      consideration due under 3.1.2 shall be prorated. For example, in the event
      two
      royalties or fees/payments are applicable, the royalty rate and payment
      percentage shall be reduced by one half, i.e. 2.5% and 12.5%, respectively.
      In
      the event that three royalties or payments would be applicable, the royalty
      rate
      and payment percentage shall be reduced by two thirds, i.e. 1.67% and 8.33%,
      respectively. 

     

    
      
         

      

      
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    3.2 MILESTONES
      AND MAINTENANCE FEES

     

    3.2.1 LICENSEE
      shall use its best efforts to develop for commercial use and to market LICENSED
      PRODUCT(S) as soon as practical, consistent with sound and reasonable business
      practices.

     

    3.2.2 LICENSEE
      shall provide LICENSOR on each June 1 and December 1 with written reports,
      setting forth in such detail as LICENSOR may reasonably request, the progress
      of
      the development, evaluation, testing and commercialization of the LICENSED
      PRODUCT(S). LICENSEE shall also notify LICENSOR within thirty (30) days of
      the
      first commercial sale of any LICENSED PRODUCT(S).

     

    3.2.3 LICENSEE
      shall pay to LICENSOR a nonrefundable minimum quarterly royalty fee of six
      thousand two hundred fifty dollars ($6,250) commencing in the CALENDAR QUARTER
      that the first patent under PATENT RIGHTS issues. A minimum royalty payment
      paid
      hereunder shall serve as an advanced payment against royalties due under Section
      3.1 herein during the period for which such minimum royalty payment was
      paid.

     

    3.3 REPORTS
      AND RECORDS

     

    3.3.1 LICENSEE
      shall deliver to LICENSOR within forty-five (45) days after the end of each
      CALENDAR QUARTER a report, certified by the chief financial officer of LICENSEE
      setting forth in reasonable detail the calculation of the royalties due to
      LICENSOR for such CALENDAR QUARTER, including, without limitation:

     

    3.3.1.1 Number
      of
      LICENSED PRODUCT(S) involved in SALES, listed by country.

     

    3.3.1.2
       Gross
      consideration for SALES of LICENSED PRODUCT(S), including all amounts invoiced,
      billed, or received.

     

    3.3.1.3
       Qualifying
      costs, as defined in Section 1.13, listed by category of cost.

     

    3.3.1.4
       NET
      SALES
      of LICENSED PRODUCT(S) listed by country.

     

    
      
         

      

      
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    3.3.1.5
      Royalties owed to LICENSOR, listed by category, including without limitation
      earned, sublicense derived, and minimum royalty categories.

     

    3.3.1.6
      Earned royalty amounts credited against minimum royalty payments. 

     

    3.3.2 Payments
      under Sections 3.1 and 3.2 hereof shall be paid within forty-five (45) days
      following the last day of the CALENDAR QUARTER in which the royalties or
      payments accrue and shall accompany the report of Section 3.3.1.

     

    3.3.3 LICENSEE
      will maintain and cause its sublicensees to maintain, complete and accurate
      books and records which enable the royalties payable hereunder to be verified.
      The records for each CALENDAR QUARTER shall be maintained for three years after
      the submission of each report under Article 3 hereof. Upon reasonable prior
      notice to LICENSEE, LICENSOR and its accountants shall have access to all books
      and records relating to the SALES of LICENSED PRODUCT(S) by LICENSEE and its
      sublicensees to conduct a review or audit thereof. Such access shall be
      available not more than once each CALENDAR YEAR, during normal business hours,
      and for each of three years after the expiration or termination of this
      AGREEMENT. If LICENSOR determines that LICENSEE has underpaid royalties by
      5% or
      more, LICENSEE will pay the costs and expenses of LICENSOR and its accountants
      in connection with their review or audit.

     

    3.4 CURRENCY,
      PLACE OF PAYMENT, INTEREST

     

    3.4.1 All
      dollar amounts referred to in this AGREEMENT are expressed in United States
      dollars. All payments to LICENSOR under this AGREEMENT shall be made in United
      States dollars by check payable to “Technology Innovations, LLC”.

     

    3.4.2 If
      LICENSEE receives revenues from SALES of LICENSED PRODUCT(S) in currency other
      than United States dollars, revenues shall be converted into United States
      dollars at the conversion rate for the foreign currency as published in the
      eastern edition of The Wall Street Journal as of the last business day of the
      applicable CALENDAR QUARTER.

     

    
      
         

      

      
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    3.4.3 Amounts
      that are not paid when due shall accrue interest from the due date until paid,
      at a rate equal to one and one-half percent (1.5%) per month (or the maximum
      allowed by law, if less).

    


    ARTICLE
      4 - CONFIDENTIALITY

     

    4.1 LICENSEE
      agrees to maintain in confidence and not to disclose to any third party any
      CONFIDENTIAL INFORMATION of LICENSOR received pursuant to this AGREEMENT.
      LICENSEE agrees to ensure that its employees have access to CONFIDENTIAL
      INFORMATION only on a need-to-know basis and are obligated in writing to abide
      by LICENSEE’S obligations hereunder. The foregoing obligation shall not apply
      to:

     

    4.1.1 information
      that is known to LICENSEE or independently developed by LICENSEE prior to the
      time of disclosure, in each case, to the extent evidenced by written records
      promptly disclosed to LICENSOR upon receipt of the CONFIDENTIAL
      INFORMATION;

     

    4.1.2 information
      disclosed to LICENSEE by a third party that has a right to make such
      disclosure;

     

    4.1.3 information
      that becomes patented, published or otherwise part of the public domain as
      a
      result of acts by LICENSOR or a third person obtaining such information as
      a
      matter of right; or 

     

    4.1.4 information
      that is required to be disclosed by order of United States governmental
      authority or a court of competent jurisdiction; provided that LICENSEE shall
      use
      its best efforts to obtain confidential treatment of such information by the
      agency or court.

    


    ARTICLE
      5 - TERM AND TERMINATION

     

    5.1 This
      AGREEMENT, unless sooner terminated as provided herein, shall terminate upon
      the
      expiration of the last to expire or become abandoned of the PATENT
      RIGHTS.

     

    5.2 LICENSEE
      may, at its option, terminate this AGREEMENT at any time by doing all of the
      following:

     

    
      
         

      

      
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    5.2.1 by
      ceasing to make, have made, use and sell all LICENSED PRODUCT(S);
      and

     

    5.2.2 by
      terminating all sublicenses, and causing all sublicensees to cease making,
      having made, using and selling all LICENSED PRODUCT(S); and

     

    5.2.3 by
      giving
      sixty (60) days’ notice to LICENSOR of such cessation and of LICENSEE’S intent
      to terminate; and 

     

    5.2.4 by
      tendering payment of all accrued royalties.

     

    5.3 LICENSOR
      may terminate this AGREEMENT if any of the following occur:

     

    5.3.1 LICENSEE
      becomes more than sixty (60) days in arrears in payment of royalties or expenses
      due pursuant to this AGREEMENT and LICENSEE does not provide full payment
      immediately upon demand; or

     

    5.3.2 LICENSEE
      becomes subject to a BANKRUPTCY EVENT; or

     

    5.3.3 LICENSEE
      breaches this AGREEMENT and does not cure such breach within sixty (60) days
      written notice thereof.

     

    5.4 LICENSOR
      may also terminate this AGREEMENT if:

     

    5.4.1 five
      (5)
      years have elapsed from the EFFECTIVE DATE of this AGREEMENT; and 

     

    5.4.2 LICENSEE
      has not made a SALE of a LICENSED PRODUCT(S) or has no sublicensees doing so;
      and

     

    5.4.3 LICENSOR
      has given LICENSEE sixty (60) days notice of intent to terminate.

     

    5.5 If
      LICENSEE becomes subject to a BANKRUPTCY EVENT, all duties of LICENSOR and
      all
      rights (but not duties) of LICENSEE under this AGREEMENT shall immediately
      terminate without the necessity of any action being taken either by LICENSOR
      or
      by LICENSEE. To secure the complete and timely payment and satisfaction of
      all
      LICENSEE’S royalty obligations under this AGREEMENT, LICENSEE hereby grants to
      LICENSOR a security interest, effective immediately, in LICENSEE’S entire right,
      title and interest in and to this AGREEMENT and to all inventories of LICENSED
      PRODUCT(S) now or hereafter owned by LICENSEE. In addition to any rights or
      remedies provided for under this AGREEMENT, LICENSOR shall have all of the
      rights and remedies of a secured party under the Uniform Commercial Code. Upon
      the request and at the sole expense of LICENSOR, LICENSEE shall execute any
      and
      all instruments or documents as shall be reasonably necessary to evidence and
      perfect such security interest in any jurisdiction.

     

    
      
         

      

      
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    5.6 Upon
      termination of this AGREEMENT, LICENSEE shall, at LICENSOR’S request, return to
      LICENSOR all CONFIDENTIAL INFORMATION fixed in any tangible medium of expression
      as well as any data generated by LICENSEE during the term of this AGREEMENT
      which will facilitate the development of the technology licensed
      hereunder.

     

    5.7 LICENSEE’S
      obligation to pay royalties accrued under Article 3 hereof shall survive
      termination of this AGREEMENT. In addition, the provisions of Articles 4, 5,
      8,
      9 and 10 shall survive such termination.

    


    ARTICLE
      6 - PATENT MAINTENANCE 

     

    6.1 LICENSOR
      shall control and diligently prosecute and maintain PATENT RIGHTS. All costs
      associated with the prosecution and maintenance of the PATENT RIGHTS shall
      be
      paid by the LICENSEE. 

     

    6.2 LICENSEE
      and its sublicensees shall comply with all United States and foreign laws with
      respect to patent marking of LICENSED PRODUCT(S).

    


    ARTICLE
      7 - INFRINGEMENT AND LITIGATION

     

    7.1 LICENSOR
      and LICENSEE are responsible for notifying each other promptly of any
      infringement of PATENT RIGHTS which may come to their attention. The parties
      shall consult one another in a timely manner concerning any appropriate response
      thereto.

     

    7.2 In
      any
      action to enforce any of the PATENT RIGHTS, either party, at the request and
      expense of the other party, shall cooperate to the fullest extent reasonably
      possible. This provision shall not be construed to require either party to
      undertake any activities, including legal discovery, at the request of any
      third
      party except as may be required by lawful process of a court of competent
      jurisdiction.

     

    
      
         

      

      
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    ARTICLE
      8 - DISCLAIMER OF WARRANTY; INDEMNIFICATION

     

    8.1 THE
      PATENT RIGHTS, TECHNICAL INFORMATION, LICENSED PRODUCT(S) AND ALL OTHER
      TECHNOLOGY LICENSED UNDER THIS AGREEMENT ARE PROVIDED ON AN “AS IS” BASIS AND NO
      REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, ARE MADE WITH RESPECT
      THERETO. BY WAY OF EXAMPLE BUT NOT OF LIMITATION, NO REPRESENTATIONS OR
      WARRANTIES ARE MADE (i) OF COMMERCIAL UTILITY; (ii) OF MERCHANTABILITY OR
      FITNESS FOR A PARTICULAR PURPOSE; OR (iii) THAT THE USE OF THE PATENT RIGHTS,
      TECHNICAL INFORMATION, LICENSED PRODUCT(S) AND ALL TECHNOLOGY LICENSED UNDER
      THIS AGREEMENT WILL NOT INFRINGE ANY PATENT, COPYRIGHT OR TRADEMARK OR OTHER
      PROPRIETARY OR PROPERTY RIGHTS OF OTHERS. LICENSOR SHALL NOT BE LIABLE TO
      LICENSEE, LICENSEE’S SUCCESSORS OR ASSIGNS OR ANY THIRD PARTY WITH RESPECT TO:
      ANY CLAIM ARISING FROM THE USE OF THE PATENT RIGHTS, TECHNICAL INFORMATION,
      LICENSED PRODUCT(S) AND ALL TECHNOLOGY LICENSED UNDER THIS AGREEMENT OR FROM
      THE
      MANUFACTURE, USE OR SALE OF LICENSED PRODUCT(S); OR ANY CLAIM FOR LOSS OF
      PROFITS, LOSS OR INTERRUPTION OF BUSINESS, OR FOR INDIRECT, SPECIAL OR
      CONSEQUENTIAL DAMAGES OF ANY KIND.

     

    8.2 LICENSEE
      will defend, indemnify and hold harmless LICENSOR, its trustees, officers,
      agents and employees (individually, an “Indemnified Party”, and collectively,
      the “Indemnified Parties”), from and against any and all liability, loss,
      damage, action, claim or expense suffered or incurred by the Indemnified Parties
      (including attorney’s fees) (individually, a “Liability”, and collectively, the
“Liabilities”) that results from or arises out of: (a) the development, use,
      manufacture, promotion, sale or other disposition, of any TECHNICAL INFORMATION,
      PATENT RIGHTS or LICENSED PRODUCT(S) by LICENSEE, its assignees, sublicensees,
      vendors or other third parties; (b) breach by LICENSEE of any covenant or
      agreement contained in this AGREEMENT; and (c) the enforcement by an Indemnified
      Party of its rights under this Section. Without limiting the foregoing, LICENSEE
      will defend, indemnify and hold harmless the Indemnified Parties from and
      against any Liabilities resulting from:

     

    
      
         

      

      
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    8.2.1 any
      product liability or other claim of any kind related to the use by a third
      party
      of a LICENSED PRODUCT(S) that was manufactured, sold or otherwise disposed
      by
      LICENSEE, its assignees, sublicensees, vendors or other third
      parties;

     

    8.2.2 a
      claim
      by a third party that the TECHNICAL INFORMATION or PATENT RIGHTS or the design,
      composition, manufacture, use, sale or other disposition of any LICENSED
      PRODUCT(S) infringes or violates any patent, copyright, trademark or other
      intellectual property rights of such third party; and

     

    8.3 The
      Indemnified Party shall promptly notify LICENSEE of any claim or action giving
      rise to Liabilities subject to the provisions of the foregoing Section. LICENSEE
      shall have the right to defend any such claim or action, at its cost and
      expense. LICENSEE shall not settle or compromise any such claim or action in
      a
      manner that imposes any restrictions or obligations on LICENSOR or grants any
      rights to the TECHNICAL INFORMATION, PATENT RIGHTS or PATENTED PRODUCT(S)
      without LICENSOR’S prior written consent. If LICENSEE fails or declines to
      assume the defense of any such claim or action within thirty (30) days after
      notice thereof, LICENSOR may assume the defense of such claim or action for
      the
      account and at the risk of LICENSEE, and any Liabilities related thereto shall
      be conclusively deemed a liability of LICENSEE. LICENSEE shall pay promptly
      to
      the Indemnified Party any Liabilities to which the foregoing indemnity relates,
      as incurred. The indemnification rights of LICENSOR or other Indemnified Party
      contained herein are in addition to all other rights which such Indemnified
      Party may have at law or in equity or otherwise.

     

    8.4 INSURANCE

     

    8.4.1 LICENSEE
      shall procure and maintain a policy or policies of comprehensive general
      liability insurance, including broad form and contractual liability, in a
      minimum amount of two million dollars ($2,000,000) combined single limit per
      occurrence and in the aggregate as respects personal injury, bodily injury
      and
      property damage arising out of LICENSEE’S performance of this
      AGREEMENT.

     

    
      
         

      

      
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    8.4.2 The
      policy or policies of insurance specified herein shall be issued by an insurance
      carrier with an A.M. Best rating of “A” or better and shall name LICENSOR as an
      additional insured with respect to LICENSEE’S performance of this AGREEMENT.
      LICENSEE shall provide LICENSOR with certificates evidencing the insurance
      coverage required herein and all subsequent renewals thereof. Such certificates
      shall provide that LICENSEE’S insurance carrier(s) notify LICENSOR in writing at
      least 30 days prior to cancellation or material change in coverage.

     

    8.4.3 LICENSOR
      shall periodically review the adequacy of the minimum limits of liability
      specified herein. Further, LICENSOR reserves the right to require LICENSEE
      to
      adjust such coverage limits accordingly. The specified minimum insurance amounts
      shall not constitute a limitation on LICENSEE’S obligation to indemnify LICENSOR
      under this AGREEMENT.

    


    ARTICLE
      9 - USE OF LICENSOR’S NAME; INDEPENDENT CONTRACTOR

     

    9.1 LICENSEE
      and its employees and agents shall not use and LICENSEE shall not permit its
      sublicensees to use LICENSOR’S name, any adaptation thereof, any LICENSOR
      logotype, trademark, service mark or slogan or the name mark or logotype of
      any
      LICENSOR representative or organization in any way without the prior, written
      consent of LICENSOR.

     

    9.2 Nothing
      herein shall be deemed to establish a relationship of principal and agent
      between LICENSOR and LICENSEE, nor any of their agents or employees for any
      purpose whatsoever. This AGREEMENT shall not be construed as constituting
      LICENSOR and LICENSEE as partners, or as creating any other form of legal
      association or arrangement which would impose liability upon one party for
      the
      act or failure to act of the other party.

    


    ARTICLE
      10 - ADDITIONAL PROVISIONS

     

    10.1 LICENSEE
      shall comply with all prevailing laws, rules and regulations pertaining to
      the
      development, testing, manufacture, marketing, sale, use, import or export of
      product(s). Without limiting the foregoing, it is understood that this AGREEMENT
      may be subject to United States laws and regulations controlling the export
      of
      technical data, computer software, laboratory prototypes and other commodities,
      articles and information, including the Arms Export Control Act as amended
      in
      the Export Administration Act of 1979, and that the parties obligations
      hereunder are contingent upon compliance with applicable United States export
      laws and regulations. The transfer of certain technical data and commodities
      may
      require a license from the cognizant agency of the United States Government
      and/or written assurances by LICENSEE that LICENSEE shall not export data or
      commodities to certain foreign countries without prior approval of such agency.
      LICENSOR neither represents that a license is not required nor that, if
      required, it will issue.

     

    
      
         

      

      
        12

        
          

        

      

      
         

      

    

     

    10.2 This
      AGREEMENT and the rights and duties appertaining thereto may not be assigned
      by
      LICENSEE without first obtaining the express written consent of LICENSOR. Any
      such purported assignment, without the written consent of LICENSOR, shall be
      null and of no effect.

     

    10.3 Notices,
      payments, statements, reports and other communications under this AGREEMENT
      shall be in writing and shall be deemed to have been received as of the date
      dispatched if sent by public overnight courier (e.g., Federal Express) and
      addressed as follows:

     

    If
      for
      LICENSOR:

     

    Technology
      Innovations, LLC

    150
      Lucius Gordon Drive, Suite 215

    West
      Henrietta, New York 14586

    Attn: Michael
      L. Weiner, Chief Executive Officer

    


    If
      for
      LICENSEE:

     

    NaturalNano,
      Inc.

    150
      Lucius Gordon Drive, Suite 124

    West
      Henrietta, New York 14586

    Attn: Michael
      Riedlinger, President

    


    Either
      party may change its official address upon written notice to the other
      party.

     

    10.4
       This
      AGREEMENT shall be construed and governed in accordance with the laws of the
      State of New York, without giving effect to conflict of law
      provisions.

     

    10.5
       Any
      modification of this AGREEMENT shall be in writing and signed by an authorized
      representative of each party.

     

    
      
         

      

      
        13

        
          

        

      

      
         

      

    

     

    10.6
       In
      the
      event that a party to this AGREEMENT perceives the existence of a dispute with
      the other party concerning any right or duty provided for herein, the parties
      shall, as soon as practicable, confer in an attempt to resolve the dispute.
      If
      the parties are unable to resolve such dispute amicably, then the parties hereby
      submit to the exclusive jurisdiction of and venue in the courts located in
      the
      State of New York with respect to any and all disputes concerning the subject
      of
      this AGREEMENT.

     

    10.7
       A
      waiver
      by either party of a breach or violation of any provision of this AGREEMENT
      will
      not constitute or be construed as a waiver of any subsequent breach or violation
      of that provision or as a waiver of any breach or violation of any other
      provision of this AGREEMENT.

     

    10.8
       Any
      of
      the provisions of this AGREEMENT which are determined to be invalid or
      unenforceable in any jurisdiction shall be ineffective to the extent of such
      invalidity or unenforceability in such jurisdiction, without rendering invalid
      or unenforceable the remaining provisions hereof or affecting the validity
      or
      unenforceability of any of the terms of this AGREEMENT in any other
      jurisdiction.

     

    10.9
       The
      headings and captions used in this AGREEMENT are for convenience of reference
      only and shall not affect its construction or interpretation.

     

    10.10
       Nothing
      in this AGREEMENT, express or implied, is intended to confer on any person,
      other than the parties hereto or their permitted assigns, any benefits, rights
      or remedies.

    


    
      
         

      

      
        14

        
          

        

      

      
         

      

    

     

    IN
      WITNESS WHEREOF the parties, intending to be legally bound, have caused this
      AGREEMENT to be executed by their duly authorized representatives.

     

    
      	LICENSOR:	 	 	 
	TECHNOLOGY INNOVATIONS,
              LLC	 	 	 
	 	 	 	 	 
	By:	/s/ Michael
              L. Weiner	 	 	 
	 	
              
Michael
              L. Weiner, CEO	 	 	
            
	 	 	 	 	 


    

    
       

      
        	LICENSEE:	 	 	 
	NATURALNANO,
                INC.	 	 	 
	 	 	 	 	 
	By:	/s/ Michael
                Riedlinger	 	 	 
	 	
                
Michael
                Riedlinger, President	 	 	
              
	 	 	 	 	 


      

       

      
        
           

        

        
          15

          
            

          

        

        
           

        

      

    

     

    ATTACHMENT
      1

    Intellectual
      Property List

    


    Technology
      to be licensed to NaturalNano, Inc. from Technology Innovations,
      LLC

    


    	1.  	
            Provisional
              Patent application # 60/616,655 and any subsequent patents including
              continuations-in-part, titled: “Hydrogen Storage Apparatus,” filing date:
              October 7, 2004.

          


    


    	2.  	
            Continuation-in-part
              of Provisional Patent application # 60/559,555 known also as XW-676
              and
              now referred to as XW-820 and titled: “Hydrogen Storage Apparatus
              Comprised of Halloysite” with filing date of: April 4,
              2005.

          


    


    	3.  	
            PCT
              known as “XW-823” titled: “Hydrogen storage apparatus” with filing date of
              April 5, 2005.

          


    


    	4.  	
            Patent
              application known as “MLW-776” with deposit date of January 25, 2005
              titled: “Halloysite Microtubule Processes, Structures, and Compositions.”