Exhibit
      4.6

    


    REGISTRATION
      RIGHTS AGREEMENT

    


    This
      Registration Rights Agreement (the “Agreement”) is made and entered into as of
      7th day of March 2007 by and among NaturalNano,
      Inc.,
      a
      Nevada
      corporation (the “Company”), and the investors identified on the signature page
      hereto (each an “Investor”
and
      collectively “Investors”).

     

    W
      I T
      N E S S E T H:

    


    WHEREAS,
      pursuant to the Loan Agreement, as hereinafter defined, the Investors are
      purchasing the Company’s 8% Senior Secured Convertible Notes and Warrants, upon
      conversion and exercise of which the Investors will receive shares of the
      Company’s common stock, par value $.001 per share (“Common Stock”);
      and

    


    WHEREAS,
      the
      ability of the Investors to sell their shares of Common Stock is subject to
      certain restrictions under the Securities Act; and

    


    WHEREAS,
      as a
      condition to the Investors’ obligations to purchase the Notes and Warrants, the
      Company has agreed to provide the Investors with a mechanism that will permit
      the Investors to sell their shares of Common Stock in the future, as set forth
      in this Agreement.

    


      NOW,
      THEREFORE,
      in
      consideration of the premises and of the mutual covenants and agreements, and
      subject to the terms and conditions herein contained, the parties hereto hereby
      agree as follows:

     

    1. Definitions.

     

    (a) Unless
      otherwise defined herein, capitalized terms used herein shall have the following
      meanings:

     

    (i)
      “Affiliate” of a Person means any Person: (a) which directly or indirectly
      Controls, or is Controlled by, or is under common Control with, the subject
      Person; (2) which directly or indirectly beneficially owns or holds a majority
      of the outstanding shares of any class of voting stock of the subject Person;
      or
      (3) a majority of the shares of any class of voting stock of which is directly
      or indirectly beneficially owned or held by the subject Person.

     

    (ii)
      “Black-Out Period” shall have the meaning set forth in Section 4(a)(ii) of this
      Agreement.

     

    (iii)
      “Business Day” means any day except a Saturday, Sunday or other day on which
      commercial banks in New York City are authorized or required by law to be
      closed.

     

    (iv)
      “Closing Date” shall have the meaning set forth in the Loan
      Agreement.

     

    (v)
      “Common Stock” shall have the meaning set forth in the preamble and any other
      capital stock of the Company which is issuable upon conversion of the Notes
      and
      exercise of the Warrants.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (vi)
      “Commission” means the Securities and Exchange Commission

     

    (vii)
      “Control” means the possession, directly or indirectly, of the power to direct
      or cause the direction of the management and policies of a Person, whether
      through the ownership of voting securities, by contract, or
      otherwise.

     

    (viii)
      “Covered Securities” shall mean the Notes, the Warrants and any other securities
      upon the conversion or exercise of which Registrable Securities may be
      issued.

     

    (ix)
      “Daily Amount” shall have the meaning set forth in Section 2(f) of this
      Agreement.

     

    (x)
      “Delay Period” shall have the meaning set forth in Section 2(f) of this
      Agreement.

     

    (xi)
      “Demand Registration” shall have the meaning set forth in Section 2(b) of this
      Agreement.

     

    (xii)
      “Exchange” means the principal stock exchange or market on which the Company’s
      Common Stock is traded.

     

    (xiii)
      “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the
      rules and regulations thereunder, or any similar or successor
      statute.

     

    (xiv)
      “Expenses” means all expenses incident to the Company’s performance of or
      compliance with its obligations under this Agreement, including, without
      limitation, all registration, filing, listing, stock exchange and NASD fees,
      all
      fees and expenses of complying with state securities or blue sky laws (including
      fees, disbursements and other charges of counsel for the underwriters only
      in
      connection with blue sky filings), all word processing, duplicating and printing
      expenses, messenger and delivery expenses, the fees, disbursements and other
      charges of counsel for the Company and of its independent public accountants,
      including the expenses incurred in connection with “cold comfort” letters
      required by or incident to such performance and compliance, any fees and
      disbursements of underwriters customarily paid by the issuer of securities,
      and
      including legal fees of not more than twenty thousand dollars ($20,000) to
      one
      counsel selected by the Investors, but excluding from the definition of Expenses
      underwriting discounts and commissions and applicable transfer taxes, if any,
      or
      legal and other expenses incurred by any sellers (except as provided above),
      which discounts, commissions, transfer taxes and legal and other expenses shall
      be borne by the seller or sellers of Registrable Stock in all
      cases.

     

    (xv)
      “Filing Date” shall mean the date by which the Company shall file a registration
      statement pursuant to Section 2(a) of this Agreement.

     

    (xvi)
      “Holder” shall mean a holder of Covered Securities or Registrable
      Securities.

     

    (xvii)
      “Loan Agreement” shall mean the Loan and Security Agreement dated the date of
      this Agreement among the Company and the Investors.

     

    (xviii)
      “NASD” means the National Association of Securities Dealers, Inc. and NASD
      Regulation, Inc.


    
      
        
        

      

      
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    (xix)
      “Person” means any individual, corporation, partnership, limited liability
      company, firm, joint venture, association, joint stock company, trust,
      unincorporated organization, governmental or regulatory body or subdivision
      thereof or other entity.

     

    (xx)
      “Purchase Price” shall mean $3,250,000.

     

    (xxi)
      “Recapitalization Event” shall mean any stock dividend, split or other
      distribution, combination or shares or reverse split, or recapitalization.
      

     

    (xxii)
      “Registrable Securities” means and includes the shares of Common Stock issuable
      upon conversion of the Notes and upon exercise of the Warrants issued pursuant
      to the Loan Agreement and any additional shares of Common Stock which may be
      issuable pursuant the Loan Agreement or this Agreement or upon conversion or
      exercise of any securities issuable pursuant to the Loan Agreement or this
      Agreement, including shares of Common Stock issuable as interest pursuant to
      the
      Note and any securities issued pursuant to Section 7.18 of the Loan Agreement
      and such number of shares issuable pursuant to Section 2(f)(i) of this Agreement
      as the Holders may request. As to any particular Registrable Securities, such
      securities will cease to be Registrable Securities when (a) they have been
      effectively registered under the Securities Act and disposed of in accordance
      with the registration statement covering them, (b) they are or may be freely
      traded without registration and without restriction pursuant to Rule 144(k)
      under the Securities Act (or any similar provisions that are then in effect),
      or
      (c) they have been otherwise transferred and new certificates for them not
      bearing a restrictive legend have been properly issued by the Company, and
      the
      Company shall not have “stop transfer” instructions against them.

     

    (xxiii)
      “Registration Maintenance Period” has the meaning set forth in Section 4(a)(ii)
      of this Agreement.

     

    (xxiv)
      “Required Effectiveness Date” shall have the meaning set forth in Section 2(a)
      of this Agreement.

     

    (xxv)
      “Securities Act” means the Securities Act of 1933, as amended, and the rules and
      regulations thereunder, or any similar or successor statute.

     

    (xxvi)
      “Transfer” means any transfer, sale, assignment, pledge, hypothecation or other
      disposition of any interest. “Transferor” and “Transferee” have correlative
      meanings.

     

    (b) Unless
      defined otherwise, capitalized terms used in this Agreement that are defined
      in
      the Loan Agreement shall have the identical meaning herein as in the Loan
      Agreement.

     

    (c) All
      references to laws, rules and forms shall relate to the laws, rules and forms
      as
      in effect on the date of the Agreement and shall include any amendments thereto
      and any subsequent successor laws, rules and forms.

     

    2. Registration
      of Registrable Securities.

     

    (a) Mandatory
      Registration.
      The
      Company shall prepare and file within 60 days following the Closing Date (the
      “Filing Date”) a registration statement (the “Registration Statement”) covering
      the sale of such number of Registrable Securities as the Investors shall elect
      by written notice to the Company, and absent such election, covering the sale
      of
      all of the Registrable Securities. The Company shall use its best efforts to
      cause the Registration Statement to be declared effective by the Commission
      on
      the Required Effective Date. The Required Effective Date shall mean the first
      to
      occur of (i) 120 days following the Closing Date or 150 days from the Closing
      Date if the staff of the Commission issues comments on the Registration
      Statement, (ii) ten (10) days following the receipt of a “No Review” or similar
      letter from the Commission with respect to the Registration Statement, or (iii)
      the third (3rd)
      business day following the day the Company receives notice from the Commission
      that the Commission has determined that the Registration Statement is eligible
      to be declared effective without further comments by the Commission. Nothing
      contained herein shall be deemed to limit the number of Registrable Securities
      to be registered by the Company pursuant to this Agreement. As a result, if
      the
      Registration Statement does not relate to the maximum number of Registrable
      Securities acquired by (or issuable to) the holders of the Shares of the Company
      issued to the Investors pursuant to the Notes, the Loan Agreement and the
      Warrants the Company shall be required to promptly file a separate registration
      statement (utilizing Rule 462 promulgated under the Securities Act, if
      applicable) relating to such Registrable Securities which then remain
      unregistered. The provisions of this Agreement shall relate to any such separate
      registration statement as if it were an amendment to the Registration
      Statement.


    
      
        
        

      

      
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    (b) Demand
      Registration.
      Subject
      to the limitations of Section 2(a) of this Agreement, at any time and from
      time
      to time, the Investors may request the registration under the Securities Act
      of
      all or part of the Registrable Shares then outstanding (a “Demand
      Registration”). Subject to the conditions of Section 3 of this Agreement, the
      Company shall use its best efforts to file such registration statement under
      the
      Securities Act as promptly as practicable, but not later than sixty (60) days
      after the date any such request is received by the Company and to cause such
      registration statement to be declared effective, subject to the policies of
      the
      Commission relating to the filing of registration statements relating to
      securities acquired in the same or related transactions. The Company shall
      notify the Investors promptly when any such registration statement has been
      declared effective. The parties intend that all Registrable Securities are
      to be
      registered pursuant to Section 2(a) of this Agreement, and that this Section
      2(b) is intended solely to provide the Investors with registration rights in
      the
      event that all of the Registrable Securities are not included in the
      registration statement required by Section 2(a), either because the number
      of
      Registrable Shares had to be reduced in order for the offering to be deemed
      a
      secondary offering under Rule 415 of the Commission pursuant to the Securities
      Act or because the Investors believed that the Commission’s formal or informal
      guidelines would not permit the registration of all of the Registrable
      Securities.

     

    (c) Registration
      Statement Form.
      Registration statements under Section 2(a) and Section 2(b) shall be on the
      appropriate registration form of the Commission as shall permit the disposition
      of such Registrable Securities in accordance with the intended method or methods
      of disposition specified in the Registration Statement.

     

    (d) Expenses.
      The
      Company will pay all Expenses in connection with any registration required
      by
      under Sections 2(a) and 2(b) of this Agreement.

     

    (e) Effective
      Registration Statement.
      A
      registration required to be filed pursuant to Sections 2(a) and 2(b) shall
      not
      be deemed to have been effected (i) unless a registration statement with respect
      thereto has become effective, provided that a registration which does not become
      effective after the Company filed a registration statement with respect thereto
      solely by reason of the refusal to proceed of any holder of Registrable
      Securities (other than a refusal to proceed based upon the advice of counsel
      set
      forth in a letter signed by such counsel and provided to the Company relating
      to
      a disclosure matter unrelated to such holder) shall be deemed to have been
      effected by the Company, (ii) if, after it has become effective, such
      registration becomes subject to any stop order, injunction or other order or
      extraordinary requirement of the Commission or other governmental agency or
      court for any reason and such stop order or other action continues in effect
      for
      five trading days or (iii) if, after it has become effective, such registration
      ceases to be effective for more than the allowable Black-Out
      Periods.


    
      
        
        

      

      
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    (f) Liquidated
      Damages.

     

    (i)
      If
      (a) the Company does not file a Registration Statement covering Registrable
      Securities pursuant to Section 2(a) of this Agreement by the Filing Date, or
      (b)
      the Registration Statement filed pursuant to said Section 2(a) is not declared
      effective by the Required Effective Date, or (c) the Registrable Securities
      are
      registered pursuant to an effective Registration Statement and such Registration
      Statement or other Registration Statement(s) demanded by Investors including
      the
      Registrable Securities is not effective in the period from the Required
      Effective Date through two years following the Closing Date, subject to
      allowable Black-Out Periods, the Company shall pay the Investors in kind, as
      liquidated damages and not as a penalty, an amount equal to the applicable
      Daily
      Amount for each day in each of the following periods (a “Delay Period”): the
      period (x) between the Filing Date and the date that the Registration Statement
      is filed with the Commission, (y) between the Required Effective Date and the
      date that the Registration Statement is declared effective and (z) during which
      the Registration Statement is not effective other than, in each case, for
      permitted Black-Out Periods. The liquidated damages shall accrue on the first
      day of each Delay Period and be payable on the same date of each of the
      following calendar months which includes any part of the Delay Period. Such
      shares shall be delivered not later than the first business day of the calendar
      month following the month in which such shares accrued in accordance with the
      preceding sentence. The parties agree that the only damages payable for a
      violation of the terms of this Agreement with respect to which liquidated
      damages are expressly provided shall be such liquidated damages. Nothing shall
      preclude the Investors from pursuing or obtaining specific performance or other
      equitable relief with respect to this Agreement. The parties hereto agree that
      the liquidated damages provided for in this Section 2(f) constitute a reasonable
      estimate of the damages that may be incurred by the Investors by reason of
      the
      failure of the Registration Statement(s) to be filed or declared effective
      or to
      be maintained effective in accordance with the provisions hereof. The term
      “Daily Amount” shall mean 0.0333% of the principal amount of Notes relating to
      the shares of Common Stock issuable upon conversion of the Notes registered
      or
      to be registered. For example, if the shares of Common Stock issuable upon
      conversion of Notes in the principal amount of $1,000,000 are registered in
      the
      Registration Statement for sale by a Holder, the Daily Amount relating to such
      Holder will be $333.33. The Daily Amount shall be paid in cash unless any Holder
      shall elect, with respect to his securities, to receive payment of liquidated
      damages in shares of Common Stock. Payment shall be made monthly, not later
      than
      the fifth business day of the month for liquidated damages accrued during the
      prior calendar month. If a Holder desires to receive payment for liquidated
      damages due with respect to any month in stock, such holder shall advise the
      Company in writing not later than the last day of the month of such election.
      Such election shall continue in force until and unless the Holder notifies
      the
      Company that it revokes the election, in which event the Company shall
      thereafter make payment in cash. If, at the election of the Holder, the Company
      pays liquidated damages in shares of Common Stock, such shares of Common Stock
      shall be valued at the average of the closing price per share of the Common
      Stock (as reported by Bloomberg L.P. or, if the Common Stock is traded on the
      Nasdaq Stock Market or the New York or American Stock Exchange, as reported
      by
      such market or exchange) for the last five trading days of the calendar month
      with respect to which the liquidated damages are accrued.

     

    (ii)
      Notwithstanding the provisions of Section 2(f)(i) of this
      Agreement:

     

    (A) The
      obligation of the Company with respect to any Investor terminates when the
      sum
      of (x) the Registrable Securities issuable upon conversion of exercise of
      Covered Securities owned by such Investor and its transferees plus (y) the
      Registrable Securities such Investor and its transferees own, in the aggregate
      represent less than 5% of its shares of Registrable Securities issuable upon
      the
      Covered Securities initially purchased by the Investor pursuant to the Loan
      Agreement.


    
      
        
        

      

      
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    (B) In
      the
      event that the Company shall fail to file the Registration Statement by the
      Filing Date but the Registration Statement shall have been declared effective
      by
      the Required Effectiveness Date, then no liquidated damages shall be payable
      with respect to the failure to file by the Filing Date. The Company shall pay
      any such liquidated damages into an escrow account with counsel acceptable
      to
      the Holders, and, if the Registration Statement is not declared effective by
      the
      Required Effective Date, the liquidated damages for the failure to file by
      the
      Filing Date shall be promptly paid to the Holders on the first business day
      following the Required Effectiveness Date.

     

    (C) In
      the
      event that, because of the limitation resulting from the Commission’s
      interpretation of Rule 415 of the Commission pursuant to the Securities Act,
      the
      Company is unable to register all of the Registrable Securities, the liquidated
      damages per day shall be based on the number of shares of Common Stock issuable
      upon conversion of the Notes which are included in the Registration Statement.
      

     

    (D) In
      the
      event that, at the time of a failure of the Company to maintain the
      effectiveness of the Registration Statement, the Holders have sold Registrable
      Securities pursuant to the Registration Statement, no liquidated damages shall
      be payable with respect to such Registrable Securities. 

     

    (E) The
      maximum liquidated damages payable pursuant to this Section 2(f) shall be
      $803,400.

     

    (F) No
      fractional shares of Common Stock shall be issued. Any fractional shares which
      would otherwise be issued on any date on which Common Stock is to be issued
      pursuant to this Section 2(f) of this Agreement, shall be carried forward;
      provided, however, that if, at the expiration of the period during which
      liquidated damages is payable there remains a fractional shall which has not
      been applied to liquidated damages, the Company shall have no further obligation
      to issue such fractional share.

     

    (G) In
      no
      event shall the Company be required to pay any liquidated damages in the event
      that the Company can demonstrate by clear and convincing evidence that the
      failure of the registration statement to be declared effective by the Required
      Effective Date results in whole or in part from either (a) the failure of any
      Investor to provide information relating to the Investor and its proposed method
      of sale or any other information concerning the Investor that is required to
      be
      included in the registration statement or (b) any delays resulting from
      questions raised by the Commission or any other regulatory agency, market or
      exchange concerning any Investor or the affiliates of any Investor.

     

    3. Piggy-Back
      Registration Rights.

     

    (a) Registration
      Statement.
      Provided that the Registrable Securities have not been registered or if a
      registration statement has not been filed with respect to the Registrable
      Securities, if at any time after the date hereof but before the second
      anniversary of the date hereof, the Company proposes to register any of its
      securities under the Securities Act (other than by a registration in connection
      with an acquisition in a manner which would not permit registration of
      Registrable Securities for sale to the public, on Form S-8, or any successor
      form thereto, on Form S-4, or any successor form thereto and other than pursuant
      to Section 2 of this Agreement), whether or not on an underwritten basis (either
      best-efforts or firm-commitment), then, the Company will each such time give
      prompt written notice to all holders of Registrable Securities and Covered
      Securities of its intention to do so and of such holders of Registrable
      Securities’ rights under this Section 3(a). Upon the written request of any such
      holders of Registrable Securities made within ten (10) days after the receipt
      of
      any such notice (which request shall specify the Registrable Securities intended
      to be disposed of by such holders of Registrable Securities and the intended
      method of disposition thereof), the Company will, subject to the terms of this
      Agreement, use its commercially reasonable best efforts to effect the
      registration under the Securities Act of the Registrable Securities, to the
      extent requisite to permit the disposition (in accordance with the intended
      methods thereof as aforesaid) of such Registrable Securities so to be
      registered, by inclusion of such Registrable Securities in the registration
      statement which covers the securities which the Company proposes to register,
      provided that if, at any time after written notice of its intention to register
      any securities and prior to the effective date of the registration statement
      filed in connection with such registration, the Company shall determine for
      any
      reason either not to register or to delay registration of such securities,
      the
      Company may, at its election, give written notice of such determination to
      each
      holders of Registrable Securities and, thereupon, (i) in the case of a
      determination not to register, shall be relieved of this obligation to register
      any Registrable Securities in connection with such registration (but not from
      its obligation to pay the Expenses in connection therewith), without prejudice,
      however, to the rights of any holder or holders of Registrable Securities
      entitled to do so to request that such registration be effected as a
      registration under Section 2, and (ii) in the case of a determination to delay
      registering, shall be permitted to delay registering any Registrable Securities,
      for the same period as the delay in registering such other securities. No
      registration effected under this Section 3(a) shall relieve the Company of
      its
      obligation to effect any registration upon request under Section 2 except to
      the
      extent that Registrable Securities are registered and sold pursuant thereto.
      The
      Company will pay all Expenses in connection with each registration of
      Registrable Securities requested pursuant to this Section 3(a).


    
      
        
        

      

      
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    (b) Priority
      In Incidental Registrations.
      If the
      managing underwriter of an underwritten offering contemplated by this Section
      3
      shall inform the Company and holders of the Registrable Securities requesting
      such registration by letter of its belief that the number of securities
      requested to be included in such registration exceeds the number which can
      be
      sold in such offering, then the Company will include in such registration,
      to
      the extent of the number which the Company is so advised can be sold in such
      offering, (i) first securities proposed by the Company to be sold for its own
      account, and (ii) second to holders of securities having demand registration
      rights and exercising such rights in connection with such registration statement
      and the holders of Registrable Securities and Covered Securities, on a pari
      passu basis and (iii) third securities of other selling security holders
      requesting to be included in such registration (other than affiliates of the
      Company), on a pari passu basis, and (iv) to affiliates of the
      Company.

     

    4. Registration
      Procedures.

     

    (a) Procedures.
      If and
      whenever the Company is required to effect the registration of any Registrable
      Securities under the Securities Act as provided in Section 2(a) and 2(b) of
      this
      Agreement, the Company shall, as expeditiously as possible:

     

    (i)
      prepare and file with the Commission the Registration Statement, or amendments
      thereto, to effect such registration (including such audited financial
      statements as may be required by the Securities Act or the rules and regulations
      promulgated thereunder) and thereafter use its commercially reasonable best
      efforts to cause such registration statement to be declared effective by the
      Commission, as soon as practicable, but in any event no later than the Required
      Effectiveness Date (with respect to a registration pursuant to Section 2(a)
      of
      this Agreement); provided, however, that before filing such registration
      statement or any amendments thereto, the Company will furnish to one counsel
      selected by the holders of Registrable Securities which are to be included
      in
      such registration, copies of all such documents proposed to be
      filed;


    
      
        
        

      

      
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    (ii)
      with
      respect to any registration statement pursuant to Section 2(a) or Section 2(b),
      prepare and file with the Commission such amendments and supplements to such
      registration statement and the prospectus used in connection therewith as may
      be
      necessary to keep such registration statement effective and to comply with
      the
      provisions of the Securities Act with respect to the disposition of all
      Registrable Securities covered by such registration statement until the earlier
      to occur of two (2) years after the Closing Date (subject to the right of the
      Company to suspend the effectiveness thereof for not more than 15 consecutive
      Trading Days or an aggregate of 20 Trading Days during any calendar year (each
      a
“Black-Out Period”)) or such time as all of the securities which are the subject
      of such registration statement cease to be Registrable Securities (such period,
      in each case, the “Registration Maintenance Period”);

     

    (iii)
      furnish to each holder of Registrable Securities covered by such registration
      statement such number of conformed copies of such registration statement and
      of
      each such amendment and supplement thereto (in each case including all
      exhibits), such number of copies of the prospectus contained in such
      registration statement (including each preliminary prospectus and any summary
      prospectus) and any other prospectus filed under Rule 424 under the Securities
      Act, in conformity with the requirements of the Securities Act, and such other
      documents, as such holder of Registrable Securities and underwriter, if any,
      may
      reasonably request in order to facilitate the public sale or other disposition
      of the Registrable Securities owned by such holder of Registrable Securities;
      

     

    (iv)
      use
      its commercially reasonable best efforts to register or qualify all Registrable
      Securities and other securities covered by such registration statement under
      such other U.S. federal or state securities laws or U.S. state blue sky laws
      as
      any U.S. holder of Registrable Securities thereof shall reasonably request,
      to
      keep such registrations or qualifications in effect for so long as such
      registration statement remains in effect, and take any other action which may
      be
      reasonably necessary to enable such holder of Registrable Securities to
      consummate the disposition in such jurisdictions of the securities owned by
      such
      holder of Registrable Securities, except that the Company shall not for any
      such
      purpose be required to qualify generally to do business as a foreign corporation
      in any jurisdiction wherein it would not but for the requirements of this
      Section 4(a)(iv) be obligated to be so qualified or to consent to general
      service of process in any such jurisdiction;

     

    (v)
      use
      its commercially reasonable best efforts to cause all Registrable Securities
      covered by such registration statement to be registered with or approved by
      such
      other governmental agencies or authorities as may be necessary to enable the
      U.S. holder of Registrable Securities to consummate the disposition of such
      Registrable Securities in accordance with the plan of distribution set forth
      in
      the registration statement;

     

    (vi)
      if
      such registration includes an underwritten public offering, furnish to each
      holder of Registrable Securities a signed counterpart, addressed to such holder
      of Registrable Securities, and the underwriters, of an opinion of counsel for
      the Company, dated the effective date of such registration statement and an
      opinion dated the date of the closing under the underwriting agreement in the
      form required by the underwriting agreement), and


    
      
        
        

      

      
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    (vii)
      notify the Investors and their counsel promptly and confirm such advice in
      writing promptly after the Company has knowledge thereof:

     

    (A) when
      the
      Registration Statement, the prospectus or any prospectus supplement related
      thereto or post-effective amendment to the Registration Statement has been
      filed, and, with respect to the Registration Statement or any post-effective
      amendment thereto, when the same has become effective;

     

    (B) of
      any
      request by the Commission for amendments or supplements to the Registration
      Statement or the prospectus or for additional information;

     

    (C) of
      the
      issuance by the Commission of any stop order suspending the effectiveness of
      the
      Registration Statement or the initiation of any proceedings by any Person for
      that purpose; and

     

    (D) of
      the
      receipt by the Company of any notification with respect to the suspension of
      the
      qualification of any Registrable Securities for sale under the securities or
      blue sky laws of any jurisdiction or the initiation or threat of any proceeding
      for such purpose;

     

    (viii)
      notify each holder of Registrable Securities covered by such registration
      statement, at any time when a prospectus relating thereto is required to be
      delivered under the Securities Act, upon discovery that, or upon the happening
      of any event as a result of which, the prospectus included in such registration
      statement, as then in effect, includes an untrue statement of a material fact
      or
      omits to state any material facts required to be stated therein or necessary
      to
      make the statements therein not misleading in the light of the circumstances
      then existing, and at the request of any such holder of Registrable Securities
      promptly prepare and furnish to such holder of Registrable Securities a
      reasonable number of copies of a supplement to or an amendment of such
      prospectus as may be necessary so that, as thereafter delivered to the Investors
      of such securities, such prospectus shall not include an untrue statement of
      a
      material fact or omit to state a material fact required to be stated therein
      or
      necessary to make the statements therein not misleading in the light of the
      circumstances then existing;

     

    (ix)
      use
      its commercially reasonably efforts to obtain the withdrawal of any order
      suspending the effectiveness of the Registration Statement at the earliest
      possible moment;

     

    (x)
      otherwise use its commercially reasonable best efforts to comply with all
      applicable rules and regulations of the Commission;

     

    (xi)
      make
      available to its security holders, as soon as reasonably practicable, an
      earnings statement covering the period of at least twelve months, but not more
      than eighteen months, beginning with the first full calendar month after the
      effective date of such registration statement, which earnings statement shall
      satisfy the provisions of Section 11(a) of the Securities Act and Rule 158
      thereunder;

     

    (xii)
      enter into such agreements and take such other actions as the Investors shall
      reasonably request in writing (at the expense of the requesting or benefiting
      Investors) in order to expedite or facilitate the disposition of such
      Registrable Securities; and

     

    (xiii)
      use its best efforts to list all Registrable Securities covered by such
      registration statement on any securities exchange or market on which the Common
      Stock is then listed.


    
      
        
        

      

      
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    (xiv)
      in
      the event that the Company, with the consent of the Agent, as defined in the
      Loan agreement, or of holders of a majority of the Registrable Securities,
      includes in a registration statement filed pursuant to Section 2(a) or 2(b)
      of
      this Agreement any shares of Common Stock which are not Registrable Securities
      and, as a result of comments from the Commission, the Company is required to
      reduce the number of shares of Common Stock which may be registered pursuant
      to
      the registration statement, all of such other shares of Common Stock will be
      withdrawn from the registration statement before any Registrable Securities
      are
      withdrawn.

     

    (b) Limitation.
      The
      Company will not file any registration statement pursuant to Section 2(a) or
      Section 2(b), or amendment thereto or any prospectus or any supplement thereto
      to which the Investors shall reasonably object, provided that the Company may
      file such documents in a form required by law or upon the advice of its
      counsel.

     

    (c) Necessary
      Consents.
      The
      Company represents and warrants to each holder of Registrable Securities that
      it
      has obtained all necessary waivers, consents and authorizations necessary to
      execute this Agreement and consummate the transactions contemplated hereby
      other
      than such waivers, consents and/or authorizations specifically contemplated
      by
      the Loan Agreement.

     

    (d) Discontinuation
      of Sales.
      Each
      holder of Registrable Securities agrees that, upon receipt of any notice from
      the Company of the occurrence of any event of the kind described in Section
      4(a)(viii), such Holder will forthwith discontinue such holder of Registrable
      Securities’ disposition of Registrable Securities pursuant to the Registration
      Statement relating to such Registrable Securities until such holder of
      Registrable Securities’ receipt of the copies of the supplemented or amended
      prospectus contemplated by said Section 4(a)(viii) and, if so directed by the
      Company, will deliver to the Company (at the Company’s expense) or destroy all
      copies, other than permanent file copies, then in such Holder’s possession of
      the prospectus relating to such Registrable Securities current at the time
      of
      receipt of such notice.

     

    5. Underwritten
      Offerings.

     

    (a) Incidental
      Underwritten Offerings.
      If the
      Company at any time proposes to register any of its securities under the
      Securities Act as contemplated by Section 3(a) of this Agreement and such
      securities are to be distributed by or through one or more underwriters, the
      Company will, if requested by any Holder, as provided in Section 3(a) and
      subject to the provisions of Section 3(b), use its commercially reasonable
      best
      efforts to arrange for such underwriters to include all the Registrable
      Securities to be offered and sold by such Holder among the securities to be
      distributed by such underwriters. In no event shall any Investor be deemed
      an
      underwriter for purposes of this Section 5. This Section 5 shall not apply
      to
      any Registrable Securities theretofore registered pursuant to Section 2 of
      this
      Agreement.

     

    (b) Participation
      In Underwritten Offerings.
      No
      Holder may participate in any underwritten offering under Section 3(a) unless
      such holder of Registrable Securities (i) agrees to sell such Holder’s
      securities on the basis provided in any underwriting arrangements approved,
      subject to the terms and conditions hereof, by the holders of a majority of
      Registrable Securities to be included in such underwritten offering and (ii)
      completes and executes all questionnaires, indemnities, underwriting agreements
      and other documents (other than powers of attorney) required under the terms
      of
      such underwriting arrangements. Notwithstanding the foregoing, no underwriting
      agreement (or other agreement in connection with such offering) shall require
      any holder of Registrable Securities to make a representation or warranty to
      or
      agreements with the Company or the underwriters other than representations
      and
      warranties contained in a writing furnished by such holder of Registrable
      Securities expressly for use in the related registration statement or
      representations, warranties or agreements regarding such Holder, such Holder’s
      Registrable Securities and such Holder’s intended method of distribution and any
      other representation required by law.


    
      
        
        

      

      
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    (c) Preparation;
      Reasonable Investigation.
      In
      connection with the preparation and filing of each registration statement under
      the Securities Act pursuant to this Agreement, the Company will give the Holders
      of Registrable Securities registered under such registration statement, and
      their respective counsel and accountants, the opportunity to participate in
      the
      preparation of such registration statement, each prospectus included therein
      or
      filed with the Commission, and each amendment thereof or supplement thereto,
      and
      will give each of them such access to its books and records and such
      opportunities to discuss the business of the Company with its officers and
      the
      independent public accountants who have certified its financial statements
      as
      shall be necessary, in the reasonable opinion of such holders’ and such
      underwriters’ respective counsel, to conduct a reasonable investigation within
      the meaning of the Securities Act.

     

    6. Indemnification.
      

     

    (a) Indemnification
      by the Company.
      In
      connection with any registration statement filed by the Company pursuant to
      Section 2 or 3 of this Agreement, the Company shall, and hereby agrees to,
      indemnify and hold harmless, each Holder and seller of any Registrable
      Securities covered by such registration statement, each Person who participates
      as an underwriter in the offering or sale of such securities and each other
      Person, if any, who controls such Holder or any such underwriter within the
      meaning of the Securities Act, and their respective directors, officers,
      partners, agents and Affiliates from and against any and all losses, claims,
      damages or liabilities, joint or several, to which they or any of them may
      become subject under the Securities Act, the Exchange Act, or other federal
      or
      state statutory law or regulation, at common law or otherwise, insofar as such
      losses, claims, damages or liabilities (or actions in respect thereof), which
      are collectively referred to as “Losses,” arise out of or are based upon (i) any
      untrue statement or alleged untrue statement of a material fact made by the
      Company contained in the Registration Statement, or any amendment thereof,
      or in
      any Preliminary Prospectus or the Prospectus, or any amendment thereof or
      supplement thereto, or in any blue sky application or other document executed
      by
      the Company specifically for that purpose (or based upon written information
      furnished by the Company) filed in any state or other jurisdiction in order
      to
      qualify any of the Securities or other Securities under the securities laws
      thereof (any such application, document or information being referred to as
      a
“Blue Sky Application”); or (ii) the omission or alleged omission to state in
      any such Registration Statement, Preliminary Prospectus or Prospectus, or
      amendment thereof or supplement thereto, or Blue Sky Application a material
      fact
      required to be stated therein or necessary to make the statements made therein
      not misleading, and agrees to reimburse each such indemnified party for any
      legal or other expenses reasonably incurred by it in connection with
      investigating or defending against any such loss, claim, damage, liability
      or
      action; provided, however, that the Company will not be liable in any such
      case
      to the extent that any such loss, claim, damage, or liability arises out of
      or
      is based upon any such untrue statement or alleged untrue statement or omission
      or alleged omission made therein or omitted therefrom in reliance upon and
      in
      conformity with written information furnished to the Company by or on behalf
      of
      any Holder or any underwriter acting on behalf of any Holder specifically for
      use in connection with the preparation thereof, and further provided, however,
      that the foregoing indemnity with respect to any untrue statement, alleged
      untrue statement, omission, or alleged omission contained in any Preliminary
      Prospectus shall not inure to the benefit of any Holder or other Person from
      whom the Person asserting any such loss, claims any of, damage, or liability
      purchased any of the securities that are the subject thereof (or to the benefit
      of any person who controls such Holder or other Person), if a copy of the
      prospectus was not delivered to such person with or prior to the written
      confirmation of the sale of such security to such person and such prospectus
      corrected the matter from the preliminary prospectus. The indemnify provided
      for
      in this Section 6(a) shall remain in full force and effect regardless of any
      investigation made by or on behalf of the indemnified party and shall survive
      any transfer of the Registrable Shares by the indemnified party. This indemnity
      agreement will be in addition to any liability that the Company may otherwise
      have.


    
      
        
        

      

      
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    (b) Indemnification
      by Holder.
      In
      connection with any registration statement filed by the Company pursuant to
      Section 2 or 3 of this Agreement in which a Holder has registered for sale
      Registrable Securities, each Holder or seller of Registrable Securities shall,
      and hereby agrees to, indemnify and hold harmless the Company and each of its
      directors, officers, employees and agents, each other Person, if any, who
      controls the Company and each other seller and such seller’s directors,
      officers, stockholders, partners, employees, agents and affiliates from and
      against any and all Losses to which they or any of them may become subject
      under
      the Securities Act, the Exchange Act, or other federal or state statutory law
      or
      regulation, at common law or otherwise, insofar as such losses, claims, damages,
      or liabilities (or actions in respect thereof) arise out of or are based upon
      (i) any untrue statement or alleged untrue statement of a material fact
      contained in the Registration Statement, or any amendment thereof, or in any
      preliminary prospectus or the prospectus, or any amendment thereof or supplement
      thereto, or in a blue sky application, or (ii) the omission or the alleged
      omission to state in any such Registration Statement, preliminary prospectus
      or
      prospectus, amendment thereof or supplement thereto, or Blue Sky Application
      a
      material fact required to be stated therein or necessary to make the statements
      made therein not misleading, in each case to the extent, but only to the extent,
      that the same was made therein or omitted therefrom in reliance upon and in
      conformity with written information furnished to the Company by or on behalf
      of
      such Holder specifically for use in the preparation thereof, and agrees to
      reimburse each such indemnified party for any legal or other expenses reasonably
      incurred by it in connection with investigating or defending against any such
      loss, claim, damage, liability or action. The indemnify provided for in this
      Section 6(b) shall remain in full force and effect regardless of any
      investigation made by or on behalf of the indemnified party and shall survive
      any transfer of the Registrable Shares by the indemnified party. In no event
      shall the liability of any Holder pursuant to this Section 6(b) exceed the
      lesser of (x) the purchase price paid by the Holder for the Registrable
      Securities sold pursuant to the Registration Statement or (y) the net proceeds
      from the sale of the Registrable Securities by the Holder pursuant to the
      Registration Statement..

     

    (c) Procedure.
      Within
      five (5) days after receipt by an indemnified party under Section 6(a) or 6(b)
      of this Agreement of notice of the commencement of any action, such indemnified
      party shall, if a claim in respect thereof is to be made against an indemnifying
      party under such subsection, notify the indemnifying party in writing of the
      commencement thereof; the failure so to notify the indemnifying party shall
      relieve the indemnifying party from any liability under this Section 8 as to
      the
      particular item for which indemnification is then being sought, unless such
      indemnifying party has otherwise received actual notice of the action at least
      thirty (30) days before any answer or response is required by the indemnifying
      party in its defense of such action, but will not relieve it from any liability
      that it may have to any indemnified party otherwise than under this Section
      6.
      If any such action is brought against any indemnified party and it notifies
      the
      indemnifying party of the commencement thereof, the indemnifying party will
      be
      entitled to participate therein and, to the extent that it may elect by written
      notice delivered to the indemnified party promptly after receiving the aforesaid
      notice from such indemnified party, to assume the defense thereof; provided,
      that if the defendants in any such action include both the indemnified party
      and
      the indemnifying party and either (i) the indemnifying party or parties agree,
      or (ii) in the opinion of counsel for the indemnified parties, representation
      of
      both the indemnifying party or parties and the indemnified party or parties
      by
      the same counsel is inappropriate under applicable standards of professional
      conduct because of actual or potential conflicting interests between them,
      then
      the indemnified party or parties shall have the right to select separate counsel
      to assume such legal defense and to otherwise participate in the defense of
      such
      action. The indemnifying party will not be liable to such indemnified party
      under this Section 6 for any legal or other expenses subsequently incurred
      by
      such indemnified party in connection with the defense thereof unless (x) the
      indemnified party shall have employed counsel in connection with the assumption
      of legal defenses in accordance with the proviso to the immediately preceding
      sentence (it being understood, however, that the indemnifying party shall not
      be
      liable for the expenses of more than one separate counsel in each jurisdiction
      which counsel is approved by indemnified parties (whether pursuant to this
      Agreement or other agreements if the claim relates to the same or similar
      allegations) holding a majority of the shares as to which indemnification is
      claimed), (ii) the indemnifying party shall not have employed counsel to
      represent the indemnified party within a reasonable time after notice of
      commencement of the action, or (iii) the indemnifying party has authorized
      the
      employment of counsel for the indemnified party at the expense of the
      indemnifying party. In no event shall an indemnifying party be liable under
      this
      Section 6 for any settlement, effected without its written consent, which
      consent shall not be unreasonably withheld, of any claim or action against
      an
      indemnified party.


    
      
        
        

      

      
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    (d) Contribution.
      If the
      indemnification provided for in this Section 6 shall for any reason be
      unavailable to an indemnified party under Sections 6(a) and 6(b) of this
      Agreement in respect of any Losses, then, in lieu of the amount paid or payable
      under said Section 6(a) or 6(b), the indemnified party and the indemnifying
      party under said Section 6(a) or 6(b) shall contribute to the aggregate Losses
      (including legal or other expenses reasonably incurred in connection with
      investigating the same) (i) in such proportion as is appropriate to reflect
      the
      relative fault of the Company and the prospective sellers of Registrable
      Securities covered by the registration statement which resulted in such Loss
      or
      action in respect thereof, with respect to the statements, omissions or action
      which resulted in such Loss or action in respect thereof, as well as any other
      relevant equitable considerations, or (ii) if the allocation provided by clause
      (i) above is not permitted by applicable law, in such proportion as shall be
      appropriate to reflect the relative benefits received by the Company, on the
      one
      hand, and such prospective sellers, on the other hand, from their sale of
      Registrable Securities; provided, that, for purposes of this clause (ii), the
      relative benefits received by any prospective sellers shall be deemed not to
      exceed (and the amount to be contributed by any Holder shall not exceed) the
      amount received by such Person. No Person guilty of fraudulent misrepresentation
      (within the meaning of Section 11(f) of the Securities Act) shall be entitled
      to
      contribution from any Person who was not guilty of such fraudulent
      misrepresentation. The obligations, if any, of the Selling Holders of
      Registrable Securities to contribute as provided in this Section 6(d) are
      several in proportion to the relative value of their respective Registrable
      Securities covered by such registration statement and not joint. In addition,
      no
      Person shall be obligated to contribute hereunder any amounts in payment for
      any
      settlement of any action or Losses effected without such Person’s
      consent.

     

    7. Rule
      144.
      The
      Company shall file in a timely manner the reports required to be filed by it
      under the Securities Act and the 1934 Act (including but not limited to the
      reports under Sections 13 and 15(d) of the Exchange Act referred to in
      subparagraph (c) of Rule 144 adopted by the Commission under the Securities
      Act)
      and the rules and regulations adopted by the Commission thereunder (or, if
      the
      Company is not required to file such reports, will, upon the request of any
      holder of Registrable Securities, make publicly available other information)
      and
      will take such further action as any holder of Registrable Securities may
      reasonably request, all to the extent required from time to time to enable
      such
      holder to sell Registrable Securities without registration under the Securities
      Act within the limitation of the exemptions provided by (a) Rule 144 under
      the
      Securities Act, as such Rule may be amended from time to time, or (b) any
      similar rule or regulation hereafter adopted by the Commission. Upon the request
      of any holder of Registrable Securities, the Company will deliver to such holder
      a written statement as to whether it has complied with the requirements of
      this
      Section 7. The Company shall, within two business days after a Holder provides
      documentation relating to a sale pursuant to Rule 144 or Rule 144(k), whichever
      shall be appropriate, the Company will cause its legal counsel to provide such
      opinion of counsel as the Company’s transfer agent may require in order to
      enable the Holder to transfer the shares. If the Company fails to comply with
      this Section 7, the Company shall pay the Holder the Daily amount applicable
      to
      the shares which the Holder is seeking to transfer, commencing on the third
      business day after the documentation is presented to the Company’s or its
      transfer agent. The Daily Amount shall be based on the conversion price
      applicable to the Notes at the date of the transfer or, if the Notes shall
      have
      been paid or fully converted, the last conversion price. For example, if the
      applicable conversion price is $.20, and the Holder is seeking to transfer
      or
      have the legend removed from 1,000,000 shares, daily amount will be based on
      Notes in the principal amount of $200,000. The provisions of Section 2(d) of
      the
      Warrant and Section 2.9.3 of the Note shall also apply in the event that the
      Company fails to deliver a timely opinion of counsel as required by this Section
      7.


    
      
        
        

      

      
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    8. Miscellaneous.

     

    (a) Amendments
      and Waivers.
      This
      Agreement may be amended and the Company may take any action herein prohibited,
      or omit to perform any act herein required to be performed by it, only if the
      Company shall have obtained the written consent to such amendment, action or
      omission to act, of the Holder or Holders seventy five percent (75%) or more
      of
      the sum of the shares of (i) Registrable Securities issued at such time, plus
      (ii) Registrable Securities issuable upon exercise or conversion of the Covered
      Securities. Each holder of any Registrable Securities at the time or thereafter
      outstanding shall be bound by any consent authorized by this Section 8(a),
      whether or not such Registrable Securities shall have been marked to indicate
      such consent.

     

    (b) Nominees
      For Beneficial Owners.
      In the
      event that any Registrable Securities are held by a nominee for the beneficial
      owner thereof, the beneficial owner thereof shall be treated as the holder
      of
      such Registrable Securities for purposes of any request or other action by
      any
      Holder or Holders of Registrable Securities pursuant to this Agreement or any
      determination of any number of percentage of shares of Registrable Securities
      held by a holder or holders of Registrable Securities contemplated by this
      Agreement. The Company may require assurances reasonably satisfactory to it
      of
      such owner’s beneficial ownership or such Registrable Securities.

     

    (c) Notices.
      Except
      as otherwise provided in this Agreement, all notices, requests and other
      communications to any Person provided for hereunder shall be in writing and
      shall be given to such Person (a) in the case of a party hereto other than
      the
      Company, addressed to such party in the manner set forth in the Loan Agreement
      or at such other address as such party shall have furnished to the Company
      in
      writing, or (b) in the case of any other Holder of Registrable Securities or
      Covered Securities, at the address of such Holder set forth on the signature
      page of this Agreement, or (c) in the case of the Company, at the address set
      forth on the signature page hereto, to the attention of its Chief Financial
      Officer or other officer designated by the Company, or at such other address,
      or
      to the attention of such other officer, as the Company shall have furnished
      to
      each holder of Registrable Securities at the time outstanding. Each such notice,
      request or other communication shall be effective (i) upon receipt if given
      by
      mail, or (ii) if given by any other means (including, without limitation, by
      fax
      or air courier), when delivered at the address specified above, provided that
      any such notice, request or communication shall not be effective until received,
      provided, that notice by fax shall not be deemed received unless receipt is
      acknowledged.


    
      
        
        

      

      
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    (d) Assignment.
      This
      Agreement shall be binding upon and inure to the benefit of and be enforceable
      by the parties hereto. In addition, and whether or not any express assignment
      shall have been made, the provisions of this Agreement which are for the benefit
      of the parties hereto other than the Company shall also be for the benefit
      of
      and enforceable by any subsequent holder of any Registrable Securities. Each
      of
      the holders of the Registrable Securities agrees, by accepting any portion
      of
      the Registrable Securities after the date hereof, to the provisions of this
      Agreement including, without limitation, appointment of the Investor or the
      Investor’s designated representative to act on behalf of such holder pursuant to
      the terms hereof which such actions shall be made in the good faith discretion
      of the Investors’ representative and be binding on all persons for all
      purposes.

     

    (e) Descriptive
      Headings.
      The
      descriptive headings of the several sections and paragraphs of this Agreement
      are inserted for reference only and shall not limit or otherwise affect the
      meaning hereof.

     

    (f) Governing
      Law.
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of New York applicable to agreements executed and to be performed wholly
      within such State without regard to principles of conflicts of law. Each party
      hereby (i) consent to the exclusive jurisdiction of the United States District
      Court for the Southern District of New York and Supreme Court of the State
      of
      New York in the County of New York in any action relating to or arising out
      of
      this Agreement, (ii) agrees that any process in any such action may be served
      upon it either (x) by certified or registered mail, return receipt requested,
      or
      by hand delivery or overnight courier service which obtains evidence of
      delivery, with the same full force and effect as if personally served upon
      such
      party in New York City or (y) any other manner of service permitted by law,
      and
      (iii) waives any claim that the jurisdiction of any such tribunal is not a
      convenient forum for any such action and any defense of lack of in personam
      jurisdiction with respect thereto. The
      parties executing this Agreement agree to waive trial by
      jury.
      The
      prevailing party shall be entitled to recover from the other party its
      reasonable attorney’s fees and costs. In the event that any provision of this
      Agreement is invalid or unenforceable under any applicable statute or rule
      of
      law, then such provision shall be deemed inoperative to the extent that it
      may
      conflict therewith and shall be deemed modified to conform with such statute
      or
      rule of law. Any such provision which may prove invalid or unenforceable under
      any law shall not affect the validity or enforceability of any other provision
      of any agreement.

     

    (g) Entire
      Agreement.
      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,
      among 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 in the case of a modification or
      amendment, or by the party granting the waiver in the case of a waiver, subject
      to Section 8(a) of this Agreement. 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 to this Agreement that this
      Agreement is intended to be, and is, the complete and exclusive statement of
      the
      agreement with respect to its subject matter. 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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    (h) Severability.
      If any
      provision of this Agreement, or the application of such provisions to any Person
      or circumstance, shall be held invalid, the remainder of this Agreement, or
      the
      application of such provision to Persons or circumstances other than those
      to
      which it is held invalid, shall not be affected thereby.

     

    (i) Binding
      Effect.
      All the
      terms and provisions of this Agreement whether so expressed or not, shall be
      binding upon, inure to the benefit of, and be enforceable by the parties and
      their respective administrators, executors, legal representatives, heirs,
      successors and assignees. 

     

    (j) Preparation
      of Agreement.
      This
      Agreement shall not be construed more strongly against any party regardless
      of
      who is responsible for its preparation. The parties acknowledge each contributed
      and is equally responsible for its preparation. 

     

    (k) Counterparts.
      This
      Agreement may be executed in one or more counterparts, and by the different
      parties hereto in separate counterparts, each of which when executed shall
      be
      deemed to be an original, but all of which taken together shall constitute
      one
      and the same agreement. A facsimile transmission of this signed Agreement shall
      be legal and binding on all parties hereto. 

     

    


    [SIGNATURES
      ON FOLLOWING PAGE]


    
      
        
        

      

      
        -
          16 -

        
          

        

      

      
        
        

      

    

    


    IN
      WITNESS WHEREOF,
      the
      Investors and the Company have as of the date first written above executed
      this
      Agreement.

    


    


    NATURALNANO,
      INC.

    


    
      	 	 	 	 
	By:
              /s/ Cathy A. Fleischer	 	 	 
	
              
Name:
              Cathy A. Fleischer	 	 	
            
	Title:
              President	 	 	 


    

     

    INVESTORS

     

    
      	
              Investor

            	 	 	 
	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)

            	 	 	
            


    


    
      
        
        

      

      
        -
          17 -