NATURALNANO,
INC.

    NATURALNANO
RESEARCH, INC.

    


    8% Senior
Secured Promissory Note

    


    


    Issuance
Date:   May 12,
2009                                           

    Principal Amount: $
15,000.00

    


    For value
received, NATURALNANO, INC., a Nevada corporation, and NATURALNANO RESEARCH,
INC., a Delaware corporation  (jointly and severally, the “Maker”), hereby
promises to pay to the order of Platinum Long Term Growth IV, LLC, a Delaware
limited liability company with an address of 152 West 57th Street,
54th
Floor, New York, NY 10019 (together with its successors, representatives, and
permitted assigns, the “Holder”), in
accordance with the terms hereinafter provided, the principal amount of FIFTEEN
THOUSAND DOLLARS AND ZERO CENTS ($15,000.00), together with interest
thereon.

     

    All payments under or pursuant to this
Note shall be made in United States Dollars in immediately available funds to
the Holder at the address of the Holder first set forth above or at such
other place as the Holder may designate from time to time in writing to the
Maker or by wire transfer of funds to the Holder’s account, as requested by the
Holder.  The
outstanding principal balance of this Note, together with all accrued and
unpaid interest, shall be due and payable in full on June 30, 2009 (the “Maturity Date”) or at
such earlier time as provided herein.

    


    ARTICLE
I

    PAYMENT

    


    Section
1.1       Interest.  Beginning
on the date of this Note (the “Issuance Date”), the
outstanding principal balance of this Note shall bear interest, in arrears, at a
rate per annum equal to eight percent (8%), payable in cash on the Maturity
Date.  Interest shall be computed on the basis of a 360-day year of
twelve (12) 30-day months, shall compound monthly and shall accrue commencing on
the Issuance Date.  Furthermore, upon the occurrence of an
Event of Default (as defined in Section 2.1 hereof), the Maker will pay interest
to the Holder, payable on demand, on the outstanding principal balance of and
unpaid interest on the Note from the date of the Event of Default until such
Event of Default is cured at the rate of the lesser of sixteen percent (16%) and
the maximum applicable legal rate per annum.

     

    Section
1.2       Payment of Principal;
Prepayment.   The Principal Amount hereof shall be paid in
full on the earliest of (i) the Maturity Date, (ii) the due date of any
mandatory prepayment as set forth herein (such prepayment pursuant to this
clause (ii) to be in part if sufficient funds are not available for application
pursuant to Section 1.6 hereof), or (iii) upon acceleration of this Note in
accordance with the terms hereof. Any amount of principal repaid hereunder may
not be reborrowed.  The Maker may prepay all or any portion of the
principal amount of this Note without premium or penalty.

     

    Section
1.3        Security
Agreement.  The obligations of the Maker hereunder are secured
by, among other things, (i) a continuing security interest in certain assets of
the Maker pursuant to the terms of a Loan and Security Agreement, dated on or
about March 7, 2007 (the “Loan and Security Agreement”), by and among the Maker,
on the one hand, and the Holder, certain other investors and Platinum Advisors,
LLC, as agent (the “Agent”), on the other hand, (ii) the Pledge Agreement (as
defined in the Loan and Security Agreement) and (iii) the Patent Security
Agreement, dated as of March 6, 2007, by and among the Maker, the Agent and the
other parties named therein ((i), (ii) and (iii), collectively, the “Security
Agreements”).  Maker hereby ratifies and confirms said Security
Agreements and acknowledges and agrees that the term “Obligations” under the
Security Agreements includes all indebtedness and obligations of the Maker to
the Holder under this Note, which obligations shall be secured on a parity basis
with all other obligations secured pursuant to the Security Agreements,
including, without limitation, senior secured promissory notes issued to the
Holder on or about March 7, 2007, August 4, 2008, September 29, 2008, October
31, 2008, April 3, 2009 and April 21, 2009 (the “Existing
Notes”).  The Maker hereby ratifies and confirms the Security
Agreements.  Maker hereby further authorizes the Holder and the Agent
to file one or more financing statements, describing the collateral as “All
Assets,” with such governmental authorities as the Holder and/or the Agent may
deem necessary or advisable.

     

    
      
         

      

      
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    Section
1.4       Payment on Non-Business
Days.  Whenever any payment to be made shall be due on a
Saturday, Sunday or a public holiday under the laws of the State of New York,
such payment may be due on the next succeeding business day and such next
succeeding day shall be included in the calculation of the amount of accrued
interest payable on such date.

     

    Section
1.5       Use of
Proceeds.  The Maker shall use the proceeds of this Note only
for general working capital and not to redeem or make any payment on account of
any securities of the Maker.

    


    Section
1.6       Mandatory
Prepayment.  Notwithstanding anything to the contrary contained
herein, upon the Maker’s receipt of any funds from any source whatsoever, such
funds shall be applied to the immediate prepayment of this Note, on a pro rata
basis (based on the principal amount of outstanding hereunder), until payment in
full of this Note.  Without limiting the generality of the foregoing,
upon receipt of any check or other form of payment from the State of New York,
any such check shall be endorsed and delivered to, or otherwise transferred,
paid and delivered to, the Agent for pro rata application as set forth in this
Section 1.6 (it being understood that any excess after payment in full of this
Note shall be returned to the Maker).  The Maker represents that it
currently expects a payment from the State of New York to be made within the
next 90 days and that such payment shall be applied as set forth in this Section
1.6.

    


    ARTICLE
II

    EVENTS OF
DEFAULT;  REMEDIES

    


    Section
2.1       ­Events of
Default.  Unless waived in writing by the holders of at least a
majority of the principal amount of this Note, the occurrence of any of the
following events shall be an “Event of Default”
under this Note:

    


    (a)           any
default in the payment of (1) the principal amount hereunder when due, or (2)
interest on this Note when the same shall become due and payable (whether on the
Maturity Date, the date of any mandatory prepayment, by acceleration or
otherwise); or

     

    (b)           the
Maker shall fail to observe or perform any other covenant or agreement contained
in this Note, the Existing Notes or any of the Security Agreements;
or

     

    (c)           a
default or “event of default,” or event that, with the passage of time or giving
of notice or both, constitutes or would constitute a default or “event of
default,” shall have occurred under any of the Security Agreements, or the
Existing Notes;  or

     

    (d)           any
material representation or warranty made by the Maker herein or in the Security
Agreements or the Existing Notes shall prove to have been false or incorrect or
breached in a material respect on the date as of which made; or

     

    (e)           the
Maker shall (A) default in any payment of any amount or amounts of principal of
or interest on any indebtedness (other than the indebtedness hereunder) the
aggregate principal amount of which indebtedness is in excess of $50,000 or (B) default in the
observance or performance of any other agreement or condition relating to any
indebtedness, that, in the aggregate, exceeds $50,000, or contained in any
instrument or agreement evidencing, securing or relating thereto, or any other
event shall occur or condition exist, the effect of which default or other event
or condition is to cause, or to permit the holder or holders or beneficiary or
beneficiaries of such indebtedness to cause with the giving of notice if
required, such Indebtedness to become due prior to its stated maturity;
or

     

    (f)           the
Maker shall (i) apply for or consent to the appointment of, or the taking of
possession by, a receiver, custodian, trustee or liquidator of itself or of all
or a substantial part of its property or assets, (ii) make a general assignment
for the benefit of its creditors, (iii) commence a voluntary case under the
United States Bankruptcy Code (as now or hereafter in effect) or under the
comparable laws of any jurisdiction (foreign or domestic), (iv) file a petition
seeking to take advantage of any bankruptcy, insolvency, moratorium,
reorganization or other similar law affecting the enforcement of creditors’
rights generally, (v) acquiesce in writing to any petition filed against it in
an involuntary case under United States Bankruptcy Code (as now or hereafter in
effect) or under the comparable laws of any jurisdiction (foreign or domestic),
(vi) issue a notice of bankruptcy or winding down of its operations or issue a
press release regarding same, or (vii) take any action under the laws of any
jurisdiction (foreign or domestic) analogous to any of the foregoing;
or

     

    
      
         

      

      
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    (g)           a
proceeding or case shall be commenced in respect of the Maker, without its
application or consent, in any court of competent jurisdiction, seeking (i) the
liquidation, reorganization, moratorium, dissolution, winding up, or composition
or readjustment of its debts, (ii) the appointment of a trustee, receiver,
custodian, liquidator or the like of it or of all or any substantial part of its
assets in connection with the liquidation or dissolution of the Maker or (iii)
similar relief in respect of it under any law providing for the relief of
debtors, and such proceeding or case described in clause (i), (ii) or (iii)
shall continue undismissed, or unstayed and in effect, for a period of thirty
(30) days or any order for relief shall be entered in an involuntary case under
United States Bankruptcy Code (as now or hereafter in effect) or under the
comparable laws of any jurisdiction (foreign or domestic) against the Maker or
action under the laws of any jurisdiction (foreign or domestic) analogous to any
of the foregoing shall be taken with respect to the Maker and shall continue
undismissed, or unstayed and in effect for a period of thirty (30)
days.

     

    Section
2.2       ­Remedies Upon An Event
of Default.  If an Event of Default shall have occurred and
shall be continuing, the Holder of this Note may, at any time, at its option,
declare the entire unpaid principal balance of this Note, together with all
interest accrued hereon, due and payable, and thereupon, the same shall be
accelerated and so due and payable, without presentment, demand, protest, or
notice, all of which are hereby expressly unconditionally and irrevocably waived
by the Maker.  Upon an Event of Default, the Holder may proceed to
exercise all rights and remedies against any and all collateral pledged to the
Holder as security for this Note, including all collateral pledged under the
Security Agreements.  The remedies provided in this Note shall be
cumulative and in addition to all other remedies available under this Note, at
law or in equity (including, without limitation, a decree of specific
performance and/or other injunctive relief), no remedy contained herein shall be
deemed a waiver of compliance with the provisions giving rise to such remedy and
nothing herein shall limit a holder’s right to pursue actual damages for any
failure by the Maker to comply with the terms of this Note.

     

    


    ARTICLE
III

    ­MISCELLANEOUS

    


    Section
3.1        ­Notices.  Any
notice, demand, request, waiver or other communication required or permitted to
be given hereunder shall be in writing and shall be effective (a) upon hand
delivery, telecopy or facsimile at the address set forth on the signature page
hereto (in the case of the Maker) or above (in the case of the Holder) (if
delivered on a business day during normal business hours where such notice is to
be received), or the first business day following such delivery (if delivered
other than on a business day during normal business hours where such notice is
to be received) or (b) on the second business day following the date of mailing
by express courier service, fully prepaid, addressed to such address, or upon
actual receipt of such mailing, whichever shall first occur.

    


    Section
3.2        Governing Law; Drafting;
Representation.  This Note shall be governed by and construed
in accordance with the internal laws of the State of New York, without giving
effect to any of the conflicts of law principles which would result in the
application of the substantive law of another jurisdiction.  This Note
shall not be interpreted or construed with any presumption against the party
causing this Note to be drafted.  It is acknowledged by the Holder and
the Maker that Platinum Long Term Growth IV, LLC has retained Burak Anderson
& Melloni, PLC to act as its counsel in connection with its investment in
and loans to the Maker and that Burak Anderson & Melloni, PLC has not acted
as counsel for any party, other than the Platinum Long Term Growth IV, LLC, in
connection with such transactions.

     

    
      
         

      

      
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    Section
3.3        ­Headings.  Article
and section headings in this Note are included herein for purposes of
convenience of reference only and shall not constitute a part of this Note for
any other purpose.

     

    Section
3.4       Binding Effect;
Amendments.  The obligations of the Maker and the Holder set
forth herein shall be binding upon the successors and assigns of each such
party.  This Note may not be modified or amended in any manner except
in writing executed by the Maker and the Holder.

     

    Section
3.5       ­Consent to
Jurisdiction.  Each of the Maker and the Holder (i) hereby
irrevocably submits to the exclusive jurisdiction of the United States District
Court sitting in the Southern District of New York and the courts of the State
of New York located in New York county for the purposes of any suit, action or
proceeding arising out of or relating to this Note and (ii) hereby waives, and
agrees not to assert in any such suit, action or proceeding, any claim that it
is not personally subject to the jurisdiction of such court, that the suit,
action or proceeding is brought in an inconvenient forum or that the venue of
the suit, action or proceeding is improper.  Each of the Maker and the
Holder consents to process being served in any such suit, action or proceeding
by mailing a copy thereof to such party at the address in effect for notices to
it hereunder and agrees that such service shall constitute good and sufficient
service of process and notice thereof.  Nothing in this Section shall
affect or limit any right to serve process in any other manner permitted by
law.

     

    Section
3.6       ­Failure or Indulgence
Not Waiver.  No failure or delay on the part of the Holder in
the exercise of any power, right or privilege hereunder shall operate as a
waiver thereof, nor shall any single or partial exercise of any such power,
right or privilege preclude other or further exercise thereof or of any other
right, power or privilege.

     

    Section
3.7       ­Maker Waivers; Dispute
Resolution.  Except as otherwise specifically provided herein,
the Maker and all others that may become liable for all or any part of the
obligations evidenced by this Note, hereby waive presentment, demand, notice of
nonpayment, protest and all other demands’ and notices in connection with the
delivery, acceptance, performance and enforcement of this Note, and do hereby
consent to any number of renewals of extensions of the time or payment hereof
and agree that any such renewals or extensions may be made without notice to any
such persons and without affecting their liability herein and do further consent
to the release of any person liable hereon, all without affecting the liability
of the other persons, firms or Maker liable for the payment of this Note, AND DO
HEREBY WAIVE TRIAL BY JURY.

     

    (a)           No
delay or omission on the part of the Holder in exercising its rights under this
Note, or course of conduct relating hereto, shall operate as a waiver of such
rights or any other right of the Holder, nor shall any waiver by the Holder of
any such right or rights on any one occasion be deemed a waiver of the same
right or rights on any future occasion.

     

    (b)           THE
MAKER ACKNOWLEDGES THAT THE TRANSACTION OF WHICH THIS NOTE IS A PART IS A
COMMERCIAL TRANSACTION, AND TO THE EXTENT ALLOWED BY APPLICABLE LAW, HEREBY
WAIVES ITS RIGHT TO NOTICE AND HEARING WITH RESPECT TO ANY PREJUDGMENT REMEDY
WHICH THE HOLDER OR ITS SUCCESSORS OR ASSIGNS MAY DESIRE TO USE.

    


    Section
3.8        Fees and
Expenses.  Upon execution of this Note, the Maker shall
reimburse the Holder for reasonable and actual legal fees incurred by the Holder
in the drafting and negotiation of this Note, together with un-reimbursed legal
fees and expenses incurred by the Holder in connection with the Holder’s prior
loans to and investments in the Maker (which amount may be withheld by the
Holder from amounts to be delivered to the Maker in connection with the issuance
of this Note).  The Maker will pay on demand all costs of collection
and attorneys’ fees paid or incurred by the Holder in enforcing the obligations
of the Maker.  The Borrower represents and warrants that this Note is
the legal, valid and binding obligation of the Borrower, enforceable in
accordance with its terms.

     

    
      
         

      

      
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    IN WITNESS WHEREOF, the Maker
has caused this Note to be duly executed by its duly authorized officer as of
the date first above indicated.

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                	 	NATURALNANO,
      INC.	 
	 	 	 	 
	
                                                         

                                                      	
                                                        By:
      

                                                      	/s/ James
      Wemett 	 
	 	Name: 
      	James
      Wemett 	 
	 	Title: 	Acting
      President and CEO	 
	 	 	 	 
	 	 	 	 
	 	NATURALNANO
      RESEARCH, INC.	 
	 	 	 	 
	 	By:  	/s/
      James Wemett	 
	 	Name:	James
      Wemett	 
	 	Title: 	Acting
      President and CEO	 
	 	 	 	 
	 	 	 	 
	 	      
                                                        Address
      of Maker:

                                                        


                                                        832
      Emerson Street

                                                        Rochester,
      NY 14613

                                                        Fax:
      (585) 267-4861

                                                      	 


                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
         

      

      
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