Exhibit
      10.1

     

    


     

    PLEDGE
      AGREEMENT

     

    This
      Pledge Agreement dated this 7th day of March, 2007, among
      NaturalNano,
      Inc.,
      a
      Nevada
      corporation (the “Company”), and the pledgees identified on the signature page
      hereto (each a “Pledgee” and collectively the “Pledgees”) and Platinum Advisors
      LLC, a limited liability company, as agent for the Pledgees (the
“Agent”).

     

    W
      I T
      N E S S E T H:

     

    WHEREAS,
      the Company entered into a Loan and Security Agreement (the “Loan Agreement”),
      dated as of March 5, 2007, pursuant to which the Company issued to the Pledgees
      its 8% Senior Secured Convertible Notes in the total principal amount of
      $3,347,500; and

     

    WHEREAS,
      as a condition to the Pledgees’ purchase of the Notes and Warrants pursuant to
      the Loan Agreement, the Company has agreed to pledge and grant a security
      interest in the capital stock of NaturalNano Research, Inc., a Delaware
      corporation and wholly-owned subsidiary of the Company (“NN Research”), and any
      other subsidiaries which the Company may create or acquire during the period
      that the Notes are outstanding and any other equity interest which the Company
      may acquire;

     

    NOW,
      THEREFORE, the parties hereto agree as follows:

     

    1. Defined
      Terms.
      All
      capitalized terms used in this Agreement which are defined in the Loan Agreement
      and not defined herein shall have the meanings given to them in the Loan
      Agreement.

     

    2. Pledge
      and Grant of Security Interest.
      To
      secure the full and punctual payment of all loans, advances, debts,
      liabili-ties, obligations, covenants and duties owing by the Company to the
      Pledgees of every kind and description (whether or not evidenced by any note
      or
      other instrument and whether or not for the payment of money), direct or
      in-direct, absolute or contingent, due or to become due, now existing or
      hereafter arising, whether or not such obliga-tions are related to the
      transaction described in this Agreement, the Loan Agreement and the other
      Transaction Documents, by class, or kind, or whether or not contem-plated by
      the
      parties at the time of the granting of this security interest, including without
      limitation, all interest, fees, charges, expenses and attorneys’ fees chargeable
      to the Company or incurred by the Agent or the Pledgees in connection with
      the
      Notes and the transactions contemplated by the Transaction Documents or
      otherwise (collectively, the “Obligations”), the Company hereby pledges,
      assigns, hypothecates, transfers and grants a security interest to Pledgees
      in
      all of the following (the “Pledged Collateral”):

     

    (a) the
      10,000,000 shares of common stock of NN Research, representing all of the issued
      and outstanding shares of capital stock of NN Research and represented by stock
      certificate no. 2 (together with any additional shares or other equity interests
      in NN Research which may be hereafter acquired by the Company, the “Pledged
      Shares”), the certificates representing the Pledged Shares and all dividends,
      cash, instruments and other property or proceeds from time to time received,
      receivable or otherwise distributed in respect of or in exchange for any or
      all
      of the Pledged Shares;

     

    (b) all
      shares of capital stock of, or equity or beneficial interest in, any Person
      (each, together with NN Research, an “Issuer”) which becomes a Subsidiary or
      which is required to be pledged to the Pledgees pursuant to Section 7.20 of
      the
      Loan Agreement, including, without limitation, dividends or a distribution
      in
      connection with any increase or reduction of capital, reclassification, merger,
      amalgamation, consolidation, sale of assets, combination of shares, stock split,
      spin-off or split-off (which shares shall be deemed to be part of the Pledged
      Collateral), and the certificates representing such shares, and all dividends,
      cash, instruments and other property or proceeds from time to time received,
      receivable or otherwise distributed in respect of or in exchange for any or
      all
      of such shares; and


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (c) all
      options and rights, whether as an addition to, in substitution of or in exchange
      for any Pledged Shares and all dividends, cash, instruments and other property
      or proceeds from time to time received, receivable or otherwise distributed
      in
      respect of or in exchange for any or all such options and rights.

     

    3. Delivery
      of Collateral.
      All
      certificates representing or evidencing the Pledged Shares shall be delivered
      to
      and held by or on behalf of Pledgees by the Agent pursuant hereto and shall
      be
      accompanied by duly executed instruments of transfer or assignment in blank,
      all
      in form and substance satisfactory to Pledgees. Upon an Event of Default (as
      defined below) under the Note or the Loan Agreement that has occurred and is
      continuing beyond any applicable grace period, the Pledgees and the Agent shall
      have the right, during such time in its discretion and without notice to the
      Company, to transfer to or to register in the name of the Agent or any of its
      nominees any or all of the Pledged Shares to be held by the Agent pursuant
      to
      this Agreement. In addition, the Agent shall have the right at such time to
      exchange certificates or instruments representing or evidencing Pledged Shares
      for certificates or instruments of smaller or larger denominations.

     

    4. Representations
      and Warranties of the Company.
      The
      Company represents and warrants to the Pledgees and the Agent (which
      representations and warranties shall be deemed to continue to be made until
      all
      of the Obligations have been paid in full) that:

     

    (a) the
      execution, delivery and performance by the Company of this Agreement and the
      pledge of the Pledged Collateral hereunder do not and will not result in any
      violation of any agreement, indenture, instrument, license, judgment, decree,
      order, law, statute, ordinance or other governmental rule or regulation
      applicable to the Company;

     

    (b) this
      Agreement constitutes the legal, valid, and binding obligation of the Company
      enforceable against the Company in accordance with its terms;

     

    (c) the
      Company is the sole record and beneficial owner of all of the Pledged
      Shares;

     

    (d) all
      of
      the Pledged Shares have been duly authorized, validly issued and are fully
      paid
      and non-assessable;

     

    (e) no
      consent or approval of any person (including any Issuer), corporation,
      governmental body, regulatory authority or other entity, is or will be necessary
      for (i) the execution, delivery and performance of this Agreement, (ii) the
      exercise by the Pledgee of any rights with respect to the Pledged Collateral
      or
      (iii) the pledge and assignment of, and the grant of a security interest in,
      the
      Pledged Collateral hereunder;

     

    (f) there
      are
      no pending or, to the best of the Company’s knowledge, threatened actions or
      proceedings before any court, judicial body, administrative agency or arbitrator
      which may materially adversely affect the Pledged Collateral;


    
      
        
        

      

      
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    (g) the
      Company has the requisite power and authority to enter into this Agreement
      and
      to pledge and assign the Pledged Collateral to the Pledgees in accordance with
      the terms of this Agreement;

     

    (h) the
      Company owns the Pledged Collateral, except for the pledge and security interest
      granted to Pledgee hereunder, the Pledged Collateral shall be, immediately
      following the closing of the transactions contemplated by the Loan Agreement,
      free and clear of any other security interest, pledge, claim, lien, charge,
      hypothecation, assignment, offset or encumbrance whatsoever (collectively,
      “Liens”) other than the Pledgees’ and the Agent’s security in the Pledged
      Collateral;

     

    (i) other
      than restrictions generally applicable under the Securities Act, there are
      no
      restrictions on transfer of the Pledged Shares contained in the certificate
      of
      incorporation or by-laws (or equivalent organizational documents) of the Issuer
      or otherwise which have not otherwise been enforceable and legally complied
      with
      or waived as the case may be, by the necessary parties;

     

    (j) none
      of
      the Pledged Shares have been issued or transferred in violation of the
      securities registration, securities disclosure or similar laws of any
      jurisdiction to which such issuance or transfer may be subject;

     

    (k) the
      Pledged Shares constitute one hundred percent (100%) of the issued and
      outstanding shares of NN Research.

     

    5. Covenants.
      The
      Company covenants and agrees that, until the Obligations shall be satisfied
      in
      full:

     

    (a) The
      Company will not sell, assign, transfer, convey, or otherwise dispose of its
      rights in or to the Pledged Collateral or any interest therein; nor will the
      Company create, incur or permit to exist any Lien whatsoever with respect to
      any
      of the Pledged Collateral or the proceeds thereof other than that created
      hereby. 

     

    (b) The
      Company will, at its expense, defend Pledgees’ and the Agent’s right, title and
      security interest in and to the Pledged Collateral against the claims of any
      other party.

     

    (c) The
      Company shall at any time, and from time to time, upon the written request
      of
      the Agent, execute and deliver such further documents and do such further acts
      and things as the Agent may reasonably request in order to effect the purposes
      of this Agreement including, but without limitation, delivering to Agent upon
      the occurrence of an Event of Default irrevocable proxies in respect of the
      Pledged Collateral in form satisfactory to the Agent. Until receipt thereof,
      upon an Event of Default that has occurred and is continuing beyond any
      applicable grace period, this Agreement shall constitute Company’s proxy to
      Agent, on behalf of the Pledgees, or its nominee to vote all shares of Pledged
      Collateral then registered in each Company’s name.

     

    (d) The
      Company will not consent to or approve the issuance of (i) any additional shares
      of any class of shares or other equity interests of the Issuer; or (ii) any
      securities convertible either voluntarily by the holder thereof or automatically
      upon the occurrence or non-occurrence of any event or condition into, or any
      securities exchangeable for, any such shares, unless, in either case, such
      shares are pledged as Collateral pursuant to this Agreement.


    
      
        
        

      

      
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    6. Voting
      Rights and Dividends.
      Until
      the occurrence of an Event of Default which is continuing: (i) the Company
      may
      exercise all rights to vote with respect to any Pledged Collateral; (ii) the
      Company shall be entitled to receive all dividends (whether paid or distributed
      in cash, securities or other property). In addition to the Pledgee’s rights and
      remedies set forth in Section 8 hereof, in case an Event of Default shall have
      occurred and be continuing, beyond any applicable cure period, the Pledgee
      shall
      (x) be entitled to vote the Pledged Collateral, (y) be entitled to give
      consents, waivers and ratifications in respect of the Pledged Collateral (the
      Company hereby irrevocably constituting and appointing the Pledgee, with full
      power of substitution, the proxy and attorney-in-fact of the Company for such
      purposes) and (z) be entitled to collect and receive for its own use cash
      dividends paid on the Pledged Collateral. The Company shall not be permitted
      to
      exercise or refrain from exercising any voting rights or other powers if, in
      the
      reasonable judgment of the Agent or any Pledgee, such action would have a
      material adverse effect on the value of the Pledged Collateral or any part
      thereof; and, provided,
      further,
      that
      the Company shall give at least five (5) days’ written notice of the manner in
      which the Company intends to exercise, or the reasons for refraining from
      exercising, any voting rights or other powers other than with respect to any
      election of directors and voting with respect to any incidental matters.
      Following the occurrence of an Event of Default, all dividends and all other
      distributions in respect of any of the Pledged Collateral, shall be delivered
      to
      the Agent to hold as Collateral and shall, if received by the Company, be
      received in trust for the benefit of the Pledgees, be segregated from the other
      property or funds of the Company, and be forthwith delivered to the Agent as
      Collateral in the same form as so received (with any necessary
      endorsement).

     

    7. Event
      of Default.
      An
      Event of Default shall be deemed to have occurred and may be declared by any
      Pledgee upon the occurrence of an “Event of Default” under and as defined in the
      Loan Agreement or in the Notes which shall have occurred and be continuing
      beyond any applicable cure period.

     

    8. Remedies.

     

    (a) In
      case
      an Event of Default shall have occurred, the Agent and/or the Pledgees
      may: 

     

    (i) Transfer
      any or all of the Pledged Collateral into its name, or into the name of its
      nominee or nominees;

     

    (ii) Exercise
      all corporate rights with respect to the Pledged Collateral including, without
      limitation, all rights of conversion, exchange, subscription or any other
      rights, privileges or options pertaining to any shares of the Pledged Collateral
      as if it were the absolute owner thereof, including, but without limitation,
      the
      right to exchange, at its discretion, any or all of the Pledged Collateral
      upon
      the merger, consolidation, amalgamation, reorganization, recapitalization or
      other readjustment of the Issuer thereof, or upon the exercise by the Issuer
      of
      any right, privilege or option pertaining to any of the Pledged Collateral,
      and,
      in connection therewith, to deposit and deliver any and all of the Pledged
      Collateral with any committee, depository, transfer agent, registrar or other
      designated agent upon such terms and conditions as it may determine, all without
      liability but
      subject to the requirements of applicable law except
      to
      account for property actually received by it; and

     

    (iii) Subject
      to any requirement of applicable law including for greater certainty, the
      Uniform Commercial Code of New York (the “UCC”), sell, assign and deliver the
      whole or, from time to time, any part of the Pledged Collateral at the time
      held
      by the Pledgee, at any private sale or at public auction, with or without
      demand, advertisement or notice of the time or place of sale or adjournment
      thereof or otherwise (all of which are hereby waived, except such notice as
      is
      required by applicable law and cannot be waived), for cash or credit or for
      other property for immediate or future delivery, and for such price or prices
      and on such terms as the Pledgee in its sole discretion may determine, or as
      may
      be required by applicable law, provided that the foregoing shall be done in
      a
      commercially reasonable manner.


    
      
        
        

      

      
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    (b) The
      Company hereby waives and releases any and all right or equity of redemption,
      whether before or after sale hereunder. At any such sale, unless prohibited
      by
      applicable law, the Pledgee may bid for and purchase the whole or any part
      of
      the Pledged Collateral so sold free from any such right or equity of redemption.
      All moneys received by the Agent or the Pledgees hereunder whether upon sale
      of
      the Pledged Collateral or any part thereof or otherwise shall be held by the
      Agent or the Pledgees and applied by it as provided in Section 10 of this
      Agreement. No failure or delay on the part of the Agent or the Pledgees in
      exercising any rights hereunder shall operate as a waiver of any such rights
      nor
      shall any single or partial exercise of any such rights preclude any other
      or
      future exercise thereof or the exercise of any other rights hereunder. Neither
      the Agent nor any Pledgee shall have any duty as to the collection or protection
      of the Pledged Collateral or any income thereon nor any duty as to preservation
      of any rights pertaining thereto, except to apply the funds in accordance with
      the requirements of Section 10 hereof. The Agent or any Pledgee may exercise
      its
      rights with respect to property held hereunder without resort to other security
      for or sources of reimbursement or payment of the Obligations. In addition
      to
      the foregoing, to the extent applicable, Pledgees shall have all of the rights,
      remedies and privileges of a secured party under the UCC regardless of the
      jurisdiction in which enforcement hereof is sought.

     

    9. Private
      Sale.
      The
      Company recognizes that the Pledgees or the Agent on behalf of the Pledgees
      may
      be unable to effect (or to do so only after delay which would adversely affect
      the value that might be realized from the Pledged Collateral) a public sale
      of
      all or part of the Pledged Collateral by reason of certain prohibitions
      contained in the Securities Act and may be compelled to resort to one or more
      private sales to a restricted group of purchasers who will be obliged to agree,
      among other things, to acquire such Pledged Collateral for their own account,
      for investment and not with a view to the distribution or resale thereof. The
      Company agrees (a) that any such private sale may be at prices and on terms
      that
      are less favorable to the seller than if sold at public sales and (b) that
      such
      private sales shall be deemed to have been made in a commercially reasonable
      manner. The Company agrees that the Agent and the Pledgees have no obligation
      to
      delay sale of any Pledged Collateral for the period of time necessary to permit
      the Issuer to register the Pledged Collateral for public sale under the
      Securities Act.
      The
      Agent and/or the Pledgees or any of them acting with or without the others
      shall
      have the right to purchase all or any part of the Pledged Collateral at any
      public or private sale and in each case make payment therefor by any means,
      whether by credit against the Obligations or otherwise. If the Agent or the
      Pledgees propose to sell the Pledged Collateral to either the Agent, any of
      the
      Pledgees or any affiliate of the Agent or any Pledgee (an “Affiliated
      Purchaser”), the Agent shall advise the Company in writing as to the terms of
      sale and the Company shall have five (5) business days to provide the Agent
      with
      evidence that it has received a better offer, accompanied by the terms of the
      better offer and payment or reasonable evidence of payment. Upon receipt of
      the
      better offer, the Agent shall so notify the Affiliated Purchaser and the
      Affiliated Purchaser shall have five (5) business days to match the better
      offer, and, if they do not match the better offer by the expiration of the
      five
      (5) day period, the Agent shall sell the Pledged Collateral to the party making
      the better offer. If such party does not purchase the Pledged Collateral on
      the
      terms of the better offer within five (5) business days after the second five
      (5) day period, the Agent may sell the Pledged Collateral to the Affiliated
      Purchaser on the initial terms on which the Affiliated Purchaser initially
      proposed to purchase the Pledged Collateral.

     

    10. Proceeds
      of Sale.
      Subject
      to applicable law, the proceeds of any collection, recovery, receipt,
      appropriation, realization or sale of the Pledged Collateral shall be applied
      by
      the Agent or the Pledgees as follows:


    
      
        
        

      

      
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    First,
      to
      the payment of all costs, reasonable expenses and charges of the Agent and
      the
      Pledgees and to the reimbursement of the Agent and the Pledgees for the prior
      payment by them of such costs, reasonable expenses and charges incurred in
      connection with the care and safekeeping of the Pledged Collateral (including,
      without limitation, the reasonable expenses of any sale or any other disposition
      of any of the Pledged Collateral), the expenses of any taking, legal fees and
      reasonable expenses, court costs, any other fees or expenses incurred or
      expenditures or advances made by Pledgee in the protection, enforcement or
      exercise of its rights, powers or remedies hereunder;

     

    Second,
      to the payment of the Obligations, in whole or in part, in such order as the
      Agent or the Pledgees may elect, whether or not such Obligations are then
      due;

     

    Third,
      to
      the extent applicable, to such persons, firms, corporations or other entities
      as
      required by applicable law including, without limitation, Section 9-504(1)(c)
      of
      the UCC; and

     

    Fourth,
      to the extent of any surplus, to the Company or as a court of competent
      jurisdiction may direct.

     

    In
      the
      event that the proceeds of any collection, recovery, receipt, appropriation,
      realization or sale are insufficient to satisfy the Obligations, the Company
      shall be liable for the deficiency plus the costs and fees of any lawyers
      employed by Pledgee to collect such deficiency.

     

    11. Waiver
      of Marshalling.
      The
      Company hereby waives any right to compel any marshalling of any of the Pledged
      Collateral.

     

    12. No
      Waiver.
      Any and
      all of the Pledgees’ rights with respect to the Liens granted under this
      Agreement shall continue unimpaired, and Company shall be and remain obligated
      in accordance with the terms hereof, notwithstanding (a) the bankruptcy,
      insolvency or reorganization of the Company, (b) the release or substitution
      of
      any item of the Pledged Collateral at any time, or of any rights or interests
      therein, or (c) any delay, extension of time, renewal, compromise or other
      indulgence granted by the Agent or any Pledgee in reference to any of the
      Obligations. The Company hereby waives all notice of any such delay, extension,
      release, substitution, renewal, compromise or other indulgence, and hereby
      consents to be bound hereby as fully and effectively as if the Company had
      expressly agreed thereto in advance. No delay or extension of time by the Agent
      or any Pledgee in exercising any power of sale, option or other right or remedy
      hereunder, and no failure by the Agent or any Pledgee to give notice or make
      demand, shall constitute a waiver thereof, or limit, impair or prejudice the
      Pledgees’ right to take any action against the Company or to exercise any other
      power of sale, option or any other right or remedy.

     

    13. Expenses.
      The
      Pledged Collateral shall secure, and the Company shall pay to Pledgee on demand,
      from time to time, all reasonable
      costs
      and expenses, (including but not limited to, reasonable legal fees and costs,
      taxes, and all transfer, recording, filing and other charges) of, or incidental
      to, the custody, care, transfer, administration of the Pledged Collateral or
      any
      other collateral, or in any way relating to the enforcement, protection or
      preservation of the rights or remedies of the Agent and the Pledgees under
      this
      Agreement or with respect to any of the Obligations.

     

    14. The
      Agent Appointed Attorney-In-Fact and Performance by the Agent and the
      Pledgees.

     

    (a) Upon
      the
      occurrence of an Event of Default, the Company hereby irrevocably
      constitutes
      and appoints the Agent as such Company’s true and lawful attorney-in-fact, with
      full power of substitution, to execute, acknowledge and deliver any instruments
      and to do in such Company’s name, place and stead, all such acts, things and
      deeds for and on behalf of and in the name of the Company, which the Company
      could or might do or which the Agent may deem necessary, desirable or convenient
      to accomplish the purposes of this Agreement, including, without limitation,
      to
      execute such instruments of assignment or transfer or orders and to register,
      convey or otherwise transfer title to the Pledged Collateral into the Agent’s
      name, as agent for the Pledgees. The Company hereby ratifies and confirms all
      that said attorney-in-fact may so do and hereby declares this power of attorney
      to be coupled with an interest
      and
      irrevocable.
      If the
      Company fails to perform any agreement herein contained, the Agent or any
      Pledgee may itself perform or cause performance thereof, and any costs and
      expenses of the Pledgee incurred in connection therewith shall be paid by the
      Company as provided in Section 10 hereof.


    
      
        
        

      

      
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    (b) The
      Pledgees hereby acknowledge and appoint the Agent to act on their behalf as
      provided in this Agreement, and that, in so acting, the Agent is acting on
      behalf of the Pledgees. The Agent shall incur no liability to the Pledgees
      for
      any action taken or any omission to take any action unless such action or
      failure of action resulted from the Agent’s gross negligence or willful conduct.


     

    15. Waivers. EACH
      PARTY HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT TO A
      TRIAL
      BY JURY IN RESPECT OF ANY CLAIM BASED HEREON, ARISING OUT OF, UNDER OR IN
      CONNECTION WITH THIS AGREEMENT OR ANY OTHER DOCUMENTS CONTEMPLATED TO BE
      EXECUTED IN CONNECTION HEREWITH OR ANY COURSE OF CONDUCT, COURSE OF DEALING,
      STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY. THIS WAIVER
      CONSTITUTES A MATERIAL INDUCEMENT FOR PLEDGEES TO ACCEPT THIS
      AGREEMENT.

     

    16. Recapture.
      Notwithstanding anything to the contrary in this Agreement, if the Pledgees
      receives any payment or payments on account of the Obligations, which payment
      or
      payments or any part thereof are subsequently invalidated, declared to be
      fraudulent or preferential, set aside and/or required to be repaid to a trustee,
      receiver, interim receiver, receiver and manager or any other party under the
      United States Bankruptcy Code, or any other federal, provincial or state
      bankruptcy, reorganization, moratorium or insolvency law relating to or
      affecting the enforcement of creditors’ rights generally, common law or
      equitable doctrine, then to the extent of any sum not finally retained by the
      Pledgees, the Company’s obligations to the Pledgees shall be reinstated and this
      Agreement shall remain in full force and effect (or be reinstated) until payment
      shall have been made to Pledgees, which payment shall be due on demand and
      shall
      bear interest at the highest rate of interest payable under the
      Note.

     

    17. Miscellaneous.

     

    (a) This
      Agreement sets forth the entire agreement and understanding between the parties
      and supersedes all prior
      or
      contemporaneous written or oral
      agreements, promises, representations, understandings, letters
      of intent and
      negotiations, between
      the parties with respect to the subject matter
      of this
      Agreement. No part of
      this
      Agreement
      may be
      modified or amended, nor may any right be waived,
      except
      by a written
      instrument which expressly refers to this Agreement, states that it is a
      modification or amendment of this Agreement or a waiver and is signed by the
      parties to this Agreement, or, in the case of waiver, by the party granting
      the
      waiver. No course of conduct or dealing or trade usage or custom and no course
      of performance shall be relied on or referred to by any party to contradict,
      explain or supplement any provision of this Agreement, it being acknowledged
      by
      the parties that this Agreement is intended to be, and is, the complete and
      exclusive statement of the agreement with respect to its subject matter, subject
      to the Loan Agreement and the Notes. Any waiver shall be limited to the express
      terms thereof and shall not be construed as a waiver of any other provisions
      or
      the same provisions at any other time or under any other circumstances. No
      delay
      or failure by either party to exercise any right under this Agreement, and
      no
      partial or single exercise of that right, shall constitute a waiver of that
      or
      any other rights.


    
      
        
        

      

      
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    (b) In
      the
      event that any provision of this Agreement or the application thereof to the
      Company or any circumstance in any jurisdiction governing this Agreement shall,
      to any extent, be invalid or unenforceable under any applicable statute,
      regulation, or rule of law, such provision shall be deemed inoperative to the
      extent that it may conflict therewith and shall be deemed modified to conform
      to
      such statute, regulation or rule of law, and the remainder of this Agreement
      and
      the application of any such invalid or unenforceable provision to parties,
      jurisdictions, or circumstances other than to whom or to which it is held
      invalid or unenforceable shall not be affected thereby, nor shall same affect
      the validity or enforceability of any other provision of this
      Agreement.

     

    (c) This
      Agreement shall inure to the benefit of and be binding upon the Company, and
      the
      Company’s successors and assigns, and shall inure to the benefit of and be
      binding upon the Agent, the Pledgees and their respective successors and
      assigns.

     

    (d) Any
      notice or other communication required or permitted pursuant to this Agreement
      shall be given in the manner and to the address and person set forth in the
      Loan
      Agreement. 

     

    (e) This
      Agreement and the rights of the parties shall be construed and enforced in
      accordance with the laws of the State of New
      York
      applicable to agreements executed and to be performed wholly within such state
      and without regard to
      principles of conflicts of law.
      Each
      party irrevocably (a) consents to the jurisdiction of the federal and state
      courts situated
      in New
      York County, New York in
      any
      action that may be brought pursuant to this Agreement, and (b)
      submits to and accepts, with respect to its properties and assets, generally
      and
      unconditionally, the in personam jurisdiction of the aforesaid courts, waiving
      any defense that such court is not a convenient forum. In any such litigation
      to
      the extent permitted by applicable law, each party waives personal service
      of
      any summons, complaint or other process, and agrees that the service thereof
      may
      be made either (i) in the manner for giving of notices provided in Section
      17(d)
      of this Agreement (other than by telecopier) or (ii) in any other manner
      permitted by law. 

     

    (f) All
      captions in this Agreement are included herein for convenience of reference
      only
      and shall not constitute part of this Agreement for any other
      purpose.

     

    (g) This
      Agreement may be executed in one or more counterparts, each of which shall
      be
      deemed an original and all of which when taken together shall constitute one
      and
      the same agreement. Any signature delivered by a party by facsimile transmission
      or by sending a scanned copy by electronic mail shall be deemed an original
      signature hereto.

     

    (h) If
      there
      is any inconsistency between the provisions of this Agreement and the provisions
      of the Loan Agreement or Note, the provisions of the Loan Agreement and the
      Note
      shall prevail.

     

    IN
      WITNESS WHEREOF, the parties have duly executed this Agreement as of the day
      and
      year first written above.

     

    [Signatures
      on following pages]


    
      
        
        

      

      
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          8 -

        
          

        

      

      
        
        

      

    


    SIGNATURE
      PAGE TO PLEDGE AGREEMENT 

     

    
      	 	 	 
	 	NATURALNANO,
              INC.
	 
 	 
 	 
 
	 	By:  	/s/ Cathy
              A. Fleischer
	 	
              Name:       


            	
              
Cathy
              A. Fleischer
	 	Title:          
              	President


    

     

    
      	 	 	 
	 	PLATINUM
              ADVISORS
              LLC
	 
 	 
 	 
 
	 	By:  	/s/
              Mark Nordlicht
	 	
               

              Name:           

            	
              
Mark
              Nordlicht
	 	Title: 	
            


    

     

    
      	 	 	 
	 	PLEDGEES:
	 	 
	 	Platinum Partners Long Term Growth
              IV
	 
 	 
 	 
 
	 	By:  	/s/ Mark Nordlicht
	 	Name:  	
              
Mark
              Nordlicht
	 	Title:	Pres
	 	Address:  	152 W. 57th Street, 54th Floor
	 	 	New York, NY 10019
	 	Telecopier:  	(212)
	 	Longview Special
              Financing, Inc.



      	 	 	 
	 	By:  	/s/
              François
              Morax
	 	Name:        	
              
François
              Morax
	 	Title: 	Director
	 	Address: 	Lindstrassse
              6
	 	6341 Baar
	 	Switzerland
	 	
              Telecopier: 
                

            	 
	 	Platinum Advisors,
              LLC


    

     

    
      	 	 	 
	 	By:  	/s/ Mark Nordlicht
	 	Name:        	
              
Mark
              Nordlicht
	 	Title:	 
	 	Address: 	152 W. 57th Street, 54th Floor
	 	 	New York, NY 10019
	 	Telecopier:  	(212)


    


    
      
        
        

      

      
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          9 -