Exhibit
      10.1

    


    


                        June
      19,
      2006

    


    


    


    Cathy
      A.
      Fleischer, Ph.D.

    281
      Grosvenor Road

    Rochester,
      NY 14610

    


    Dear
      Ms.
      Fleischer,

    


    We
      are
      pleased to extend to you an offer of employment as the Senior Research Scientist
      of NaturalNano, Inc. (“the Company”) effective July 24, 2006 (the
“Employment Date”). Your annual full time salary will be $120,000 which will be
      paid on a bi-weekly basis at the rate of $4,615.38 in gross wages every two
      weeks. You will be entitled to three weeks vacation (15 days) annually,
      earned on a pro-rata basis of ten hours each month. It is anticipated that
      after
      90 days you will be promoted to Chief Technology Officer
      (CTO).

    


    In
      addition to the statutory benefits defined by federal and local laws, (FICA,
      FUTA, applicable State Disability Insurance and Workers Compensation) you will
      be entitled to the benefits available to other NaturalNano officers and
      employees. Currently this includes employer paid health and dental insurance
      coverage. You will receive two options. The first option allows you to purchase
      up to 100,000 shares of NaturalNano common stock with an exercise price equal
      to
      the fair market value of the shares on the Employment Date. This option grant
      will be governed pursuant to the “NaturalNano, Inc. 2005 Incentive Stock Option
      Plan.” The second option, which is not governed pursuant to the “NaturalNano,
      Inc. 2005 Incentive Stock Option Plan”, entitles you to purchase up to an
      additional 40,000 shares of NaturalNano common stock with an exercise price
      of
      $0.10 per share. Both of these option grants will vest annually over three
      years
      commencing on the first anniversary of the Employment Date and continuing each
      year thereafter until the entire grant has vested. Notwithstanding any provision
      herein to the contrary, any unvested portion of the option shall immediately
      expire upon termination of employment for any reason. 

     

    
      Your
        job
        responsibilities will include developing the vision, strategy and goals for
        the
        use of naturally occurring nanomaterials in medical and non-medical fields.
        This
        will include development of technology applications, developing patent strategy,
        writing and submitting related patent applications, developing relationships
        with strategic industrial and university partners, and attending relevant
        external conferences.

    

     

    This
      agreement is terminable by you or the company upon ninety (90) days’ written
      notice or by us for cause or upon your death or disability. As a condition
      of
      your employment, you will be required to sign our standard Confidential
      Information, Invention and Non-Competition Agreement. A copy of this agreement
      is attached to this letter for your reference.

    


    Please
      indicate your acceptance by signing below and returning a signed copy to my
      attention. I look forward to working with you at
      NaturalNano-WELCOME!!

    


    Regards,

    


    /s/
      Kathleen A. Browne

    


    Kathleen
      A. Browne

    Chief
      Financial Officer

    


    


    


    


    Agreed
      to
      and accepted /s/
      Cathy A.
      Fleischer             
Date: 
      07/24/2006