Exhibit
      10.2

    


    PATENT
      SECURITY AGREEMENT

    


    This
      is a Patent Security Agreement
      ("Agreement"), dated March 7, 2007, made by NaturalNano,
      Inc., a Nevada corporation, and its wholly-owned subsidiary NaturalNano
      Research, Inc, a Delaware corporation (collectively referred to herein as the
      "Company") with a place of business at 15
      Schoen
      Place, Pittsford, NY 14534 in favor of the investors named Schedule I to this
      Agreement (the
      "Secured Parties") and
      Platinum Advisors, LLC, a Delaware limited liability company with
      an
      address of 152
      West
      57th
      Street,
      65th
      Floor,
      New York, NY 10019, as agent (the “Agent”).

    


    


    Background.

    


    A. This
      Agreement is being executed in connection with that certain Loan
      and
      Security Agreement dated as of March 7, 2007, by
      and
      among the Company, NaturalNano, Inc., the Secured Parties and the Agent (as
      amended, supplemented, restated, replaced, or otherwise modified from time
      to
      time, the "Loan Agreement"). Capitalized terms used but not defined herein
      shall
      have the meanings given to such terms in, or by reference in, the Loan
      Agreement.

    


    B. As
      security for payment and performance of the Obligations, the Company is granting
      Secured Party a first and prior lien on and security interest in certain assets
      of the Company associated with or relating to services or products related
      to
      the Company's Patent Collateral (as defined herein), and under which the Secured
      Party is entitled to foreclose or otherwise deal with such assets under the
      terms and conditions set forth herein. 

    


    C. The
      Company owns, is developing the technology of, and/or is using (i) the Letters
      Patent and the inventions disclosed and claimed therein set forth on Exhibit
      A
      to this Agreement (hereinafter referred to collectively as the "Patents");
      (ii)
      the applications for Letters Patent and the inventions disclosed and claimed
      therein set forth on Exhibit A to this Agreement and any Letters Patent which
      may be issued upon any of said applications (hereinafter referred to
      collectively as the "Applications"); (iii) US provisional patent applications
      and the inventions disclosed therein set forth on Exhibit A to this Agreement
      (hereinafter referred to collectively as the "Provisional Applications”); (iv)
      foreign patents, foreign patent applications, and/or Patent Cooperation treaty
      (PCT) applications and the inventions disclosed and claimed therein set forth
      on
      Exhibit A to this Agreement (hereinafter referred to collectively as the
      "Foreign Patents"). In conjunction with the patents and applications, Company
      may use and/or adopt any reissues, extensions, divisions, continuations or
      continuations-in-part of the patents or applications (such reissues, extensions,
      divisions, continuations and continuations-in-part being herein referred to
      collectively as the "Reissued Patents"); and may be entitled to future royalties
      or other fees paid or payments made to Company in respect of the Patents
      (hereinafter referred to collectively as the "Royalties"), (the Patents,
      Applications, Provisional Applications, Foreign Patents, Reissued Patents and
      Royalties are referred to collectively as the "Patent Rights").


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    D. Pursuant
      to the Loan Agreement, the Secured Party has been granted a first and prior
      lien
      on and security interest in, among other things, the Patent Collateral (as
      defined herein) and the registration thereof, as security for all of the
      Obligations, and the Secured Party desires to have its security interest in
      such
      Patent Collateral confirmed by a document identifying same and in such form
      that
      it may be recorded in the United States Patent and Trademark
      Office.


    Now
      therefore,
      with
      the foregoing Background deemed incorporated by reference and made a part
      hereof, and in consideration of the premises and mutual promises herein
      contained, the parties hereto, intending to be legally bound hereby, covenant
      and agree as follows:

    


    1. In
      consideration of and pursuant to the terms of the Loan Agreement, and for other
      good, valuable and sufficient consideration, the receipt of which is hereby
      acknowledged, and to secure the payment and performance of the Obligations,
      the
      Company grants a first and prior lien and security interest to the Secured
      Party
      in all of the Patent Rights and all proceeds thereof and all the Company's
      right, title, interest, claims and demands that the Company has or may have
      in
      profits and damages for past and future infringements of the Patent Rights
      (such
      rights, interest, claims and demand being herein called the "Claims") (the
      Patent Rights and Claims are collectively herein referred to as the "Patent
      Collateral").

    


    2. The
      Company hereby covenants and agrees to maintain the Patent Collateral in full
      force and effect (except to the extent any Patent Collateral expires by its
      terms) until all of the Obligations are satisfied in full.

    


    3. 
      The
      Company represents, warrants and covenants to the Secured Party that:


    


    (a) The
      Company is, except as otherwise noted herein or in Exhibit A, the sole and
      exclusive respective owner of the entire and unencumbered right, title and
      interest in and to the Patent Collateral;

    


    (b) To
      the
      best of the Company's knowledge, based either upon an on-line search (see
      Exhibit A, footnote 1) and review of application documents available, but with
      no other investigation having been made or required to be made, the Patent
      Collateral has not been adjudged invalid or unenforceable;

    


    (c) To
      the
      best of the Company's knowledge, with no investigation having been made or
      required to be made, all issued patents of the Patent Rights, if any, are valid
      and enforceable;

    


    (d) To
      the
      best of the Company's knowledge, based either upon an on-line USPTO assignment
      search (see Exhibit A, footnote 1) and review of application documents
      available, but with no investigation having been made or required to be made,
      except as noted by Footnote 1 of Exhibit A, all of the Patent Collateral is
      free
      and clear of any liens, charges and encumbrances including, without limitation,
      pledges, assignments, licenses and covenants by Company not to sue third
      persons, except that certain patent applications may be subject to a
      non-exclusive license as set forth in NCRADA-NRL-05-367;


    
      
         

      

      
        2

        
          

        

      

      
         

      

    

    (e) The
      Company has no notice of any suits or actions commenced or threatened against
      it, or notice of claims asserted or threatened against it, with reference to
      the
      Patent Collateral;


    (f) The
      Company has the right, power and authority to enter into this Agreement and
      perform its terms; 

    


    (g) The
      Company has used and will continue to use for the duration of this Agreement,
      consistent standards of quality in services or products leased or sold under
      the
      Patent Collateral and hereby grants to the Secured Party and its employees,
      representatives and agents the right (with no obligation of any kind upon the
      Secured Party to do so) upon prior notice to visit the Company's affiliates,
      franchises or management locations and to inspect the use of the Patent
      Collateral and quality control records relating thereto at reasonable times
      during regular business hours to ensure the Company's compliance with this
      paragraph 3(h).

    


    4. The
      Company further covenants that:

    


    (a) Until
      the
      Obligations have been satisfied in full, the Company will not enter into any
      agreement, including, without limitation, license agreements or options, which
      are inconsistent with the Company’s obligations under this Agreement or any
      obligation under the Loan Agreement or which restrict or impair the Secured
      Party 's rights hereunder.

    


    (b) If
      the
      Company shall acquire or hold any new Patent Collateral that is not listed
      on
      Exhibit A hereto ("Additional Patent Collateral") or even though presently
      listed in Exhibit A, Company later records such acquisition or holding, then
      (i)
      the provisions of this Agreement shall be deemed to automatically apply thereto
      and such Additional Patent Collateral shall be deemed part of the Patent
      Collateral, (ii) the Company shall give the Secured Party prompt written notice
      thereof, and (iii) the Company shall promptly deliver to the Secured Party
      with
      respect to such Additional Patent Collateral, a Supplement to Patent Security
      Agreement in a form satisfactory to the Secured Party, duly completed and
      executed by the Company. Each schedule of Additional Patent Collateral shall
      be
      incorporated and become a part of Exhibit A, and all references to Exhibit
      A
      contained in this Agreement shall be deemed, for all purposes, to also include
      each such schedule. The Company hereby authorizes and empowers the Secured
      Party, its successors and assigns, and any officer or agent of the Secured
      Party
      as the Secured Party may select, in its exclusive discretion, as the Company's
      true and lawful attorney-in-fact, with the power to endorse the Company's name
      on such Supplement to Patent Security Agreement and to execute any documents
      or
      make any filings in connection therewith. 

    


    5. So
      long
      as this Agreement is in effect and so long as the Company has not received
      notice from the Secured Party that an Event of Default has occurred and is
      continuing under the Loan Agreement or the Note and that the Secured Party
      has
      elected to exercise its rights hereunder (i) the Company shall continue to
      have
      the exclusive right to use the Patent Collateral; and (ii) the Secured Party
      shall have no right to use the Patent Collateral or issue any exclusive or
      non-exclusive license with respect thereto, or assign, pledge or otherwise
      transfer title in the Patent Collateral to any third party. Foreclosure with
      respect to the Patent Collateral shall not abrogate or diminish the rights
      of
      any licensee or any other permitted transferee of any part of the Patent
      Collateral in the normal course of the Company’s business. 


    
      
         

      

      
        3

        
          

        

      

      
         

      

    

    


    6. The
      Company agrees not to sell, license, grant any option, assign or further
      encumber its rights and interest in the Patent Collateral to any entity or
      person without the prior written consent of the Secured Party, except that
      the
      Company may, without any consent, grant exclusive, field of use and
      non-exclusive licenses in the normal course of its business. 

    


    7. Anything
      herein contained to the contrary notwithstand-ing, if and while an Event of
      Default exists under the Loan Agreement or the Note, the Company covenants
      and
      agrees that the Secured Party, as the holder of a security interest under the
      Uniform Commercial Code, as now or hereafter in effect in the State of New
      York,
      may take such action as permitted hereunder, in its exclusive discretion, to
      foreclose upon the Patent Collateral. 

    


    8. This
      Agreement shall be subject to the terms, provisions, and conditions set forth
      in
      the Loan Agreement and may not be modified without the written consent of the
      party against whom enforcement is being sought.

    


    9. All
      rights and remedies herein granted to the Secured Party shall be in addition
      to
      any rights and remedies granted to the Secured Party under the Loan Agreement
      and the Note. In the event of an inconsistency between this Agreement and Loan
      Agreement, the language of this Agreement shall control.

    


    10. Upon
      performance and full satisfaction of all Obligations, the Secured Party shall
      execute and deliver to the Company all documents reasonably necessary to
      terminate the Secured Party's security interest in the Patent Collateral and
      to
      record such satisfaction and termination wherever Company chooses, including
      but
      not limited to the United States Patent and Trademark Office, at the sole
      expense of the Company.

    


    11. Any
      and
      all reasonable fees, costs and expenses, of whatever kind or nature, including
      the reasonable attorneys' fees and legal expenses incurred by the Secured Party
      in connection with the preparation of this Agreement and all other documents
      relating hereto and the consummation of this transaction, the filing or
      recording of any documents (including all taxes in connection therewith) in
      public offices, the payment or discharge of any taxes, reasonable counsel fees,
      maintenance fees, encumbrances or costs otherwise incurred in protecting,
      maintaining, preserving the Patent Collateral, or in defending or prosecuting
      any actions or proceed-ings arising out of or related to the Patent Collateral,
      in each case in accordance with the terms of this Agreement, shall be borne
      and
      paid by the Company on demand by the Secured Party and until so paid shall
      be
      added to the principal amount of the Note.

    


    12. Subject
      to the terms of the Loan Agreement and except to the extent that the Company
      reasonably determines such Patent Collateral is not material to its business,
      the Company shall have the duty to prosecute diligently any application and/or
      registration with respect to the Patent Collateral pending as of the date of
      this Agreement or thereafter, until all of the Obligations shall have been
      satisfied in full, to preserve and maintain all rights in the Patent Collateral,
      and upon reasonable request by the Secured Party, the Company shall make
      application for a patent on patentable technology belonging to the Company
      or
      licensed to the Company. Any reasonable expenses incurred in connection with
      such applications shall be borne exclusively by the Company. The Company shall
      not abandon any Patent Collateral (other than Patent Collateral that the Company
      reasonably determines is not material to its business) without the prior written
      consent of the Secured Party, which consent shall not be unreasonably
      withheld.

    


    
      
         

      

      
        4

        
          

        

      

      
         

      

    


    13. The
      Company shall have the right to bring suit in its own name to enforce the Patent
      Collateral, in which event the Secured Party may, if the Company reasonably
      deems it necessary, be joined as a nominal party to such suit, so long as the
      Secured Party shall have been satisfied, in its sole discretion, that it is
      not
      thereby incurring any risk of liability because of such joinder. The Company
      shall promptly, upon demand, reimburse and indemnify the Secured Party for
      all
      damages, costs and expenses, including reasonable attorneys' fees and costs,
      incurred by the Secured Party in the fulfillment of the provisions of this
      paragraph.

    


    14. Upon
      the
      occurrence and during the continuance of an Event of Default under the Loan
      Agreement or the Note, the Secured Party may, without any obligation to do
      so,
      complete any obligation of the Company hereunder, in the Company's name or
      in
      the Secured Party's name, but at the expense of the Company, and the Company
      hereby agrees to reimburse the Secured Party in full for all reasonable
      expenses, including, without limitation, all reasonable attorneys' fees incurred
      by the Secured Party in protecting, defending and maintaining the Patent
      Collateral.

    


    15. No
      course
      of dealing between the Company and the Secured Party, nor any failure to
      exercise, nor any delay in exercising, on the part of the Secured Party, any
      right, power or privilege hereunder, shall operate as a waiver thereof, and
      all
      of the Secured Party's rights and remedies with respect to the Patent
      Collateral, whether established hereby or by the Loan Agreement or the Note,
      or
      by any other future agreements between the Company and the Secured Party or
      by
      law, shall be cumulative and may be exercised singularly or
      concurrently.

    


    16. The
      provisions of this Agreement are severable and the invalidity or
      unenforceability of any provision herein shall not affect the remaining
      provisions which shall continue unimpaired and in full force and
      effect.

    


    17. This
      Agreement shall inure to the benefit of and be binding upon the respective
      successors and permitted assigns of the parties.

    


    18. This
      Agreement shall be governed by and construed in conformity with the laws of
      the
      State of New York, without regard to its otherwise applicable principles of
      conflicts of laws. 


    
      
         

      

      
        5

        
          

        

      

      
         

      

    


    19. THE
      COMPANY AND THE SECURED PARTY EACH WAIVES ANY AND ALL RIGHTS EITHER MAY HAVE
      TO
      A JURY TRIAL ARISING IN CONNECTION WITH ANY PROCEED-ING OR CONTROVERSY RELATING
      TO THIS AGREEMENT.

     

    In
      witness whereof,
      the
      parties hereto have executed this Patent Security Agreement, the day and year
      first above written.

     

     

    
      	 	NATURALNANO,
              INC.	 
	 	 	 	 
	 	By:	/s/ Cathy
              A. Fleischer   	 
	 	Name:
              	Cathy
              A. Fleischer   	 
	 	Title:	President	 
	 	 	 	 
	 	 	 	 
	 	Attest:	/s/
              Ninetta McDonald  	 
	 	Name:	Ninetta
              McDonald 	 
	 	Title:	Administrative
              Assistant	 
	 	 	 	 
	 	 	 	 
	 	NATURALNANO RESEARCH,
              INC.	 
	 	 	 	 
	 	By:	/s/
              Kathleen A. Browne	 
	 	Name:	Kathleen
              A. Browne	 
	 	Title:	Chief
              Financial Officer	 
	 	 	 	 
	 	Attest:	/s/
              Ninetta McDonald    	 
	 	Name:	Ninetta
              McDonald	 
	 	Title:	Administrative
              Assistant	 


    


    
      
         

      

      
        6

        
          

        

      

      
         

      

    

    


    CORPORATE
      ACKNOWLEDGMENT

     

    
      	UNITED STATES OF AMERICA	 	:
	STATE OF NEW YORK	:	SS
	COUNTY OF MONROE 	 	:


    

       

     

    On
      this
      5th day of March, 2007, before me personally appeared Cathy Fleischer, who
      being
      duly sworn, deposes and says that she is the President of NaturalNano, Inc.,
      the
      corporation described in the foregoing document, that she in such capacity
      as
      officer of said corporation is authorized to execute on behalf of each
      corporation the foregoing document for the purposes contained therein, and
      that
      she is the person whose name and signature is subscribed to the foregoing
      document.

     

    
      	 	 	 
	 	 	/s/ Paul
              M.
              LeFrois, Jr.
	 	
              
Notary
              Public
	 	 
	 	 
	 	
              Paul
                M. LeFrois, Jr.

              Notary
                Public, State of New York

              Monroe
                County No. 01LE5019379

              Commission
                Expires 10/18/2009

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    


    CORPORATE
      ACKNOWLEDGMENT

     

    
      
        	UNITED STATES OF AMERICA	 	:
	STATE OF NEW YORK	:	SS
	COUNTY OF MONROE 	 	:


      

       

    

    


    On
      this
      5th day of March, 2007, before me personally appeared Kathleen Browne, who
      being
      duly sworn, deposes and says that she is the Chief Financial Officer of
      NaturalNano Research, Inc., the corporation described in the foregoing document,
      that she in such capacity as officer of said corporation is authorized to
      execute on behalf of each corporation the foregoing document for the purposes
      contained therein, and that she is the person whose name and signature is
      subscribed to the foregoing document. 

     

    
       

      
        	 	 	 
	 	 	/s/ Paul
                M.
                LeFrois, Jr.
	 	
                
Notary
                Public
	 	 
	 	 
	 	
                
                  Paul
                    M. LeFrois, Jr.

                  Notary
                    Public, State of New York

                  Monroe
                    County No. 01LE5019379

                  Commission
                    Expires
                    10/18/2009

                

              


      

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    PATENT
      SECURITY AGREEMENT

    Exhibit
      A

    


    Application
      S/N, Date

    


    


    11/244,376

    Filed
      10/06/05

    


    11/042,219

    Filed
      01/25/05

    


    11/134,657

    Filed
      05/20/02

    


    11/183,417

    Filed
      07/18/05

    


    11/099,055

    Filed
      4/5/2005 (1)

    


    PCT/US2006/019682

    Filed
      05/19/06

    


    PCT/US2006/026936

    Filed
      5/19/06

    


    11/481,025

    Filed
      7/6/2006

    


    11/469,128

    Filed
      08/31/06

    


    PCT/US2006/034281

    Filed
      9/1/2006

    


    11/531,459

    Filed
      09/13/06

    


    PCT/US2006/035659

    Filed
      9/14/2006

    


    11/541,115

    Filed
      10/19/06

    


    PCT/US2006/041208

    Filed
      10/20/06


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    11/554,575

    Filed
      10/30/06

    


    PCT/US2006/042554

    Filed
      10/31/06

    


    60/867,369

    Filed
      11/27/2006

    


    60/888,685

    Filed
      2/7/07

    


    1
      Application
      may be subject to a claim of joint ownership.


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    Schedule
      I

    


    Platinum
      Partners Long Term Growth IV

    Platinum
      Advisors LLC

    Longview
      Special Financing Inc.