Exhibit
      10.4

     

    March
      7,
      2007

     

    The
      Investors described below

    Platinum
      Advisors, LLC, as Agent 

    152
      West
      57th
      Street

    New
      York,
      New York 10019

    


    
      	
            	Re:	Proposed Loan and Security Agreement
              with
              NaturalNano, Inc.


    

     

    Ladies
      and Gentlemen:

     

    The
      undersigned Technology Innovations, llc,
      a
      stockholder of NaturalNano, Inc., a Nevada corporation (the “Company”),
      understands that, pursuant to a Loan and Security Agreement (the “Agreement”)
      dated the date of this letter, among the Company, NaturalNano Research, Inc.,
      the Company’s wholly-owned subsidiary, the Investors named therein (the
“Investors”), and Platinum Advisers llc,
      as
      agent
      (the “Agent”), the Company is issuing to the Investors its 8% Senior Secured
      Convertible Notes in the principal amount of $3,347,500 (the “Notes”) and Common
      Stock Purchase Warrants for the purchase of an aggregate of 25,106,253 shares
      of
      the Company’s Common Stock, par value $0.001 per share (the “Common Stock”)
      (together, the “Securities”). In recognition of the benefit that such a purchase
      will confer upon the undersigned as a major stockholder of the Company, and
      for
      other good and valuable consideration, the receipt and sufficiency of which
      are
      hereby acknowledged, the undersigned agrees with the Investors and the Agent
      that, during a period of two years from the date of the Agreement (the "Lock-Up
      Period"), the undersigned will not, without the prior written consent of the
      Agent, directly or indirectly and except as provided below: (i) offer, pledge,
      sell, contract to sell, sell any option or contract to purchase, purchase any
      option or contract to sell, grant any option, right or warrant for the sale
      of,
      or otherwise dispose of or transfer (a “Transfer”) any shares of Common Stock or
      any securities convertible into or exchangeable or exercisable for shares of
      Common Stock, whether now owned or hereafter acquired by the undersigned or
      with
      respect to which the undersigned has or hereafter acquires the power of
      disposition (collectively, the “Lock-Up Securities”) or (ii) enter into any swap
      or any other agreement or any transaction that transfers, in whole or in part,
      directly or indirectly, the economic consequence of ownership of the Lock-Up
      Securities, whether any such swap or transaction is to be settled by delivery
      of
      shares of Common Stock or other securities, in cash or otherwise.

     

    Notwithstanding
      the foregoing, and subject to the conditions below, the undersigned may Transfer
      the Lock-Up Securities during the Lock-Up Period, provided that, in any such
      case it shall be a condition to such Transfer (other than a Transfer described
      in clauses (ii) and (iii) below) that the transferee execute and deliver to
      the
      Agent an agreement stating that the transferee is receiving and holding the
      Lock-Up Securities and any shares of Common Stock issuable upon the conversion,
      exercise or exchange of any Lock-Up Securities, subject to the provisions of
      this Agreement, that there shall
      be
      no further Transfer of such Lock-Up Securities or any shares of Common Stock
      issuable upon the conversion, exercise or exchange of any Lock-Up Securities,
      except in accordance with this Agreement:

     

    
      	 	
              (i)

            	
              as
                a bona fide gift or gifts to an educational, charitable, religious
                or
                other not-for-profit entity; or

            


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    
      	 	
              (ii)

            	
              in
                dispositions of shares of Common Stock to the Company;
                or

            


    

     

    
      	 	
              (iii)

            	
              to
                the persons and entities identified on Exhibit A attached hereto,
                in the
                amounts and at the prices set forth opposite the names of such persons
                and
                entities on said Exhibit A, pursuant to contractual obligations in
                effect
                on the date hereof, it being understood that the undersigned in an
                affiliate of the Company and, pursuant to Rule 144, the holding period
                of
                such named transferees will start with their acquisition of shares
                from
                the undersigned; or

            


    

     

    
      	 	
              (iv)

            	
              in
                a private transaction; 

            


    

     

    Further,
      after the first anniversary of the closing date under the Agreement, the
      undersigned and its transferees may also Transfer such Lock-Up Securities,
      if,
      and only if, on the date of such Transfer, shares of the Common Stock (x) are
      traded on the OTC Bulletin Board or the Nasdaq Stock Market or the New York
      or
      American Stock Exchange and (y) shall have traded at price of $0.50 per share
      or
      greater (as reported by Bloomberg L.P. or, if the Common Stock is then traded
      on
      the Nasdaq Stock Market or the New York or American Stock Exchange, as reported
      by such market or exchange); provided, however, that in the event that the
      registration statement required by the Agreement and the registration rights
      agreement executed pursuant to the Agreement has not been declared effective
      (or, having been declared effective, in no longer current and effective) twelve
      months from the closing date, the period referred to in the preceding sentence
      shall be 13 months from the closing date instead of the first anniversary of
      the
      closing date.

     

    The
      undersigned further agrees that, during the Lock-Up Period, the undersigned
      will
      not and will not permit any permitted transferee, without the prior written
      consent of the Agent and Investors holding, in the aggregate, Notes representing
      at least 75% of the principal amount then outstanding under all of the Notes,
      make any demand for, or exercise any right with respect to, the registration
      under the Securities Act of 1933 of any Lock-Up Securities or any shares of
      Common Stock issuable upon the conversion, exercise or exchange of any Lock-Up
      Securities. For purpose of computing the 75% of the principal amount of the
      Notes, if any Investor shall have converted the Notes and shall not have sold
      the underlying shares pursuant to an effective registration statement, the
      Notes
      upon conversion of which the shares of common stock were issued shall be deemed
      to be outstanding.

     

    
      	 	 	 
	 	Very
              truly
              yours,
	 	 
	 	Technology Innovations, llc
	 
 	 
 	 
 
	 	By:  	/s/ Michael
              L. Weiner  
	 	
              
Michael
              L. Weiner,
              Manager


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    Exhibit
      A

    


    


    
      	
              Option
                Holder

            	 	
              Number
                of Shares

            	 	
              Price
                per Share

            	 
	 	 	 	 	 	 
	
              Xinhua
                Financial Network

            	 	 	
              728,155

            	 	
              $

            	
              3.00

            	 
	 	 	 	 	 	 	 	 
	
              Xinhua
                Financial Network

            	 	 	
              2,000,000

            	 	
              $

            	
              4.00

            	 
	 	 	 	 	 	 	 	 
	
              Michael
                Duffy

            	 	 	
              2,600,000

            	 	
              $

            	
              0.10

            	 
	 	 	 	 	 	 	 	 
	
              James
                McCarthy

            	 	 	
              100,000

            	 	
              $

            	
              0.10