Exhibit
      4.5

     

    
      	
              WC-1

            	
            	
              Warrant
                to Purchase

              **1,141,194**

              Shares
                of Common Stock

            


    

     

    THIS
      WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT
      HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY
      STATE SECURITIES LAWS. NEITHER THIS WARRANT NOR SUCH SHARES OF COMMON STOCK
      MAY
      BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN
      EFFECTIVE REGISTRATION STATEMENT UNDER SUCH SECURITIES ACT AND ANY APPLICABLE
      STATE SECURITIES LAW OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE
      ISSUING CORPORATION THAT SUCH REGISTRATION IS NOT
      REQUIRED.

     

    Void
      after 5:30 P.M. New York City time on March 7, 2011

     

    SERIES
      C COMMON STOCK PURCHASE WARRANT

     

    OF

     

    NATURALNANO,
      INC.

     

    This
      is
      to certify that, FOR VALUE RECEIVED, Platinum Advisors, LLC, or registered
      assigns (“Holder”), is entitled to purchase, on the terms and subject to the
      provisions of this Warrant, from NaturalNano, Inc., a Nevada corporation (the
      “Company”), at an exercise price (the “Exercise Price”) of twenty two cents
      ($0.22) per share, one million, one hundred forty one thousand one hundred
      ninety four (1,141,194) shares of common stock, par value $.001 per share
      (“Common Stock”), of the Company at any time during the period (the “Exercise
      Period”) commencing on the date of this Warrant and ending at 5:30 P.M. New York
      City time, on March 7, 2011; provided, however, that if such date is a day
      on
      which banking institutions in the State of New York are authorized by law to
      close, then on the next succeeding day which such banks are not authorized
      to
      close. The number of shares of Common Stock to be issued upon the exercise
      or
      conversion of this Warrant and the price to be paid for a share of Common Stock
      may be adjusted from time to time in the manner set forth in this Warrant.
      The
      shares of Common Stock deliverable upon such exercise or conversion, and as
      adjusted from time to time, are hereinafter sometimes referred to as “Warrant
      Shares,” and the exercise price for the purchase of a share of Common Stock
      pursuant to this Warrant in effect at any time, as the same may be adjusted
      from
      time to time, is hereinafter sometimes referred to as the “Exercise Price.” This
      Warrant was issued pursuant to a Loan and Security Agreement (the “Loan
      Agreement”) dated March 7, 2007, between the Company, the initial holder of this
      Warrant and the other investors named therein, and the holder of this Warrant
      is
      entitled to the benefits of the Loan Agreement and the Registration Rights
      Agreement, as defined in the Loan Agreement. The date of the initial issuance
      of
      this Warrant is the Closing Date under the Loan Agreement. Reference in this
      Warrant to “all of the Warrants” or words of like import shall relate to all of
      the Series C Common Stock Purchase Warrants issued pursuant to the Loan
      Agreement.

     

    1. Exercise
      of Warrant.
      

     

    (a) This
      Warrant may be exercised in whole at any time or in part from time to time
      during the Exercise Period by presentation and surrender hereof to the Company
      at its principal office, or at the office of its stock transfer agent, if any,
      with the Purchase Form annexed hereto duly executed and accompanied by payment
      of the Exercise Price for the number of shares of Common Stock specified in
      such
      form. Payment of the Exercise Price may be made either by check (subject to
      collection) or wire transfer in the amount of the Exercise Price. If this
      Warrant should be exercised in part only, whether pursuant to this Section
      1(a)
      or pursuant to Section 1(b) of this Warrant, the Company shall, upon surrender
      of this Warrant for cancellation, execute and deliver a new Warrant evidencing
      the rights of the Holder hereof to purchase the balance of the shares of Common
      Stock purchasable hereunder. The holder of this Warrant shall not be required
      to
      physically deliver this Warrant upon exercise of this Warrant pursuant to this
      Section 1(a) or on conversion of this Warrant as provided in Section 1(b) of
      this Warrant. Upon receipt by the Company of this Warrant at its office, or
      by
      the stock transfer agent of the Company at its office, in proper form for
      exercise, or upon delivery of the notice of conversion or exercise without
      delivery of this Warrant, the Holder shall be deemed to be the holder of record
      of the shares of Common Stock issuable upon such exercise, notwithstanding
      that
      the stock transfer books of the Company shall then be closed or that
      certificates representing such shares of Common Stock shall not then be actually
      delivered to the Holder.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (b) In
      lieu
      of exercising this Warrant by payment of the Exercise Price pursuant to Section
      1(a) of this Warrant, and subject to the limitations provisions of Section
      1(c)
      of this Warrant, the Holder shall have the right, on notice to the Company,
      to
      convert this Warrant, in whole or in part to the extent that this Warrant has
      not been exercised pursuant to said Section 1(a) of this Warrant or converted
      pursuant to this Section 1(b), for the number of shares of Common Stock equal
      to
      a fraction of the number of shares of Common Stock as to which this Warrant
      is
      being converted, the numerator of which is excess of the Current Market Value
      (as defined below) per share over the total cash exercise price per share,
      and
      the denominator of which is the Market Price of the Common Stock as of the
      trading day immediately prior to the Conversion Date. For the purpose of this
      Warrant, the terms (x) “Current Market Value” shall be the last sales 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) as of the trading day immediately prior
      to
      the Conversion Date, and (y) “Market Price of the Common Stock” shall be the
      average of the low bid 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 five trading days prior to the Conversion Date. The Conversion Date
      shall mean, the date on which the Holder gives the Company notice of conversion
      by hand delivery or telecopier. In the event that Bloomberg, L.P. shall not
      provide such information, the information shall be provided by a person or
      entity that regularly provides price and volume information that is selected
      by
      the Holders of a majority of the Warrants then outstanding, based on the number
      of shares of Common Stock issuable upon exercise of the Warrants. The parties
      understand and agree that, for purposes of Rule 144 of the Securities and
      Exchange Commission under the Securities Act of 1933, as amended (the
“Securities Act”), if the holder converts the Warrant pursuant to this Section
      1(b), its holding period will commence on the Closing Date, as defined in the
      Loan Agreement.

     

    (c) The
      holder of this Warrant may
      not
make
      a
      cashless exercise pursuant
      to Section 1(b) of this Warrant (i) during the twelve months following the
      initial issuance of this Warrant and (ii) thereafter if the sale by the Holder
      of the Warrant Shares is covered by
      an
      effective registration statement.

     

    (d) The
      Holder shall not be entitled to exercise or convert this Warrants to the extent
      that, on the date of such conversion or exercise, the sum of (i) the number
      of
      shares of Common Stock beneficially owned by the Holder and its Affiliates,
      as
      defined in the Loan Agreement, on such date plus (ii) the number of shares
      of
      Common Stock issuable upon exercise or conversion of this Warrant would result
      in the Holder and its Affiliates beneficially owning more than 4.99% of the
      outstanding shares of Common Stock of the Company, except as expressly provided
      in Section 1(e) of this Agreement. For the purposes of the provision to the
      immediately preceding sentence, beneficial ownership shall be determined in
      accordance with Section 13(d) of the Exchange Act of 1934, as amended, and
      Regulation 13d-3 of the Commission thereunder. This limitation shall not affect
      the ability of the Investor to exercise or convert the warrants in a manner
      which would result in the Company having issued in the aggregate shares of
      Common Stock in excess of the 4.99% limitation as long as the Holder does not,
      at any one time as a result of such conversion or exercise, beneficially own
      more than such percentage. Under conditions set forth in the Loan Agreement,
      the
      reference in this Section 1(d) to 4.99% shall mean 9.99%. The limitation set
      forth in this Section 1(d) is referred to as the “4.99% Limitation.” The 4.99%
      Limitation may not be waived, modified or amended and any attempted waiver,
      modification or amendment of the 4.99% Limitation shall be
      void.


    
      
        
        

      

      
        -
          2 -

        
          

        

      

      
        
        

      

    


    (e) The
      4.99%
      Limitation shall terminate upon the close of business on the business day
      immediately preceding the date fixed for consummation of any transaction
      resulting in a Change of Control of the Company. A “Change in Control” means a
      consolidation or merger of the Company with or into another company or entity
      in
      which the Company is not the surviving entity or the sale of all or
      substantially all of the assets of the Company to another company or entity
      not
      controlled by the then existing stockholders of the Company in a transaction
      or
      series of transactions. Upon the occurrence of a Change of Control, the Company
      shall promptly send written notice thereof, by hand delivery or by overnight
      delivery, to the Holder.

     

    2. Reservation
      and Delivery of Shares.

     

    (a) The
      Company hereby agrees that at all times there shall be reserved for issuance
      upon exercise of this Warrant such number of shares of Common Stock as shall
      be
      required for issuance and delivery upon exercise or conversion of this Warrant
      and that it shall not increase the par value of the Common Stock.

     

    (b) Except
      as
      otherwise set forth herein, upon delivery of a completed Purchase Form
      accompanied, if the exercise is not a cashless exercise, by payment of the
      Exercise Price, not later than three (3) business days after the Exercise Date
      (such third day being the “Delivery Date”), the Company shall deliver to the
      Holder a certificate or certificates which, after the effective date of a
      registration statement covering the shares of Common Stock issuable upon
      exercise of this Warrant (the “Effective Date”), shall be free of restrictive
      legends and trading restrictions (other than those required by the Securities
      Act) representing the number of shares of Common Stock being acquired upon
      such
      exercise. After the Effective Date, the Company shall, upon request of the
      Holder, deliver any certificate or certificates required to be delivered by
      the
      Company under this Section 2(b) electronically through the Depository Trust
      Company or another established clearing company performing similar functions
      if
      the Company’s transfer agent has the ability to deliver shares of Common Stock
      in such manner. If in the case of any exercise of this Warrant such certificate
      or certificates are not delivered to or as directed by the applicable Holder
      by
      the second day after the Delivery Date, the Holder shall be entitled to elect
      by
      written notice to the Company at any time on or before its receipt of such
      certificate or certificates thereafter, to rescind such conversion, in which
      event the conversion shall be deemed void ab initio.


    
      
        
        

      

      
        -
          3 -

        
          

        

      

      
        
        

      

    


    (c) The
      Company’s obligations to issue and deliver the Common Stock upon exercise of
      this Warrant in accordance with the terms hereof are absolute and unconditional,
      irrespective of any action or inaction by the Holder to enforce the same, any
      waiver or consent with respect to any provision hereof, the recovery of any
      judgment against any Person or any action to enforce the same, or any setoff,
      counterclaim, recoupment, limitation or termination, or any breach or alleged
      breach by the Holder or any other Person of any obligation to the Company or
      any
      violation or alleged violation of law by the Holder or any other Person, and
      irrespective of any other circumstance which might otherwise limit such
      obligation of the Company to the Holder in connection with the issuance of
      such
      shares. In the event the Holder shall elect to exercise this Warrant in whole
      or
      in part, the Company may not refuse to effect such exercise based on any claim
      that the Holder or any one associated or affiliated with the Holder of has
      been
      engaged in any violation of law, agreement or for any other reason unless an
      injunction from a court, on notice, restraining and or enjoining such exercise
      shall have been sought and obtained and the Company posts a surety bond for
      the
      benefit of the Holder in the amount of 150% of the Value, which is subject
      to
      the injunction, which bond shall remain in effect until the completion of
      arbitration or litigation of the dispute and the proceeds of which shall be
      payable to the Holder to the extent it obtains judgment. In the absence of
      an
      injunction precluding the same, the Company shall issue the Common Stock upon
      a
      properly executed Purchase Form. If the Company fails to deliver to the Holder
      such certificate or certificates pursuant to this Section 2(b) within two
      trading days of the Delivery Date applicable to such exercise, the Company
      shall
      pay to the Holder, in cash, as liquidated damages and not as a penalty, for
      each
      $5,000 of Value of the Warrant being exercised, $50 per trading day (increasing
      to $100 per trading day three (3) trading days after such damages begin to
      accrue and increasing to $200 per trading day six (6) trading days after such
      damages begin to accrue) for each trading day after the Delivery Date until
      such
      certificates are delivered. Nothing herein shall limit a Holder’s right to
      pursue actual damages for the Company’s failure to deliver certificates
      representing shares of Common Stock upon exercise within the period specified
      herein and such Holder shall have the right to pursue all remedies available
      to
      it hereunder, at law or in equity including, without limitation, a decree of
      specific performance and/or injunctive relief.

     

    (d) If
      the
      Company fails to deliver to the Holder such certificate or certificates pursuant
      to this Section 2(b) by the Delivery Date, and if after such Delivery Date
      the
      Holder purchases (in an open market transaction or otherwise) Common Stock
      to
      deliver in satisfaction of a sale by such Holder of the Common Stock which
      the
      Holder was entitled to receive upon the exercise relating to such Delivery
      Date
      (a “Buy-In”),
      then
      the Company shall pay in cash to the Holder the amount by which (a) the Holder’s
      total purchase price (including brokerage commissions, if any) for the Common
      Stock so purchased exceeds (i) the product of (x) the aggregate number of shares
      of Common Stock that such Holder was entitled to receive from the exercise
      at
      issue multiplied by (y) the price at which the sell order giving rise to such
      purchase obligation was executed. For example, if the Holder purchases Common
      Stock having a total purchase price of $11,000 to cover a Buy-In with respect
      to
      an attempted exercise of this Warrant with respect to which the aggregate sale
      price giving rise to such purchase obligation is $10,000, under the immediately
      preceding sentence the Company shall be required to pay the Holder $1,000.
      The
      Holder shall provide the Company written notice indicating the amounts payable
      to the Holder in respect of the Buy-In, together with applicable confirmations
      and other evidence reasonably requested by the Borrowers. Nothing in this
      Section 2(d) shall limit a Holder’s right to pursue any other remedies available
      to it hereunder, at law or in equity including, without limitation, a decree
      of
      specific performance and/or injunctive relief with respect to the Company’s
      failure to timely deliver certificates representing shares of Common Stock
      upon
      exercise of this Warrant pursuant to its terms.


    
      
        
        

      

      
        -
          4 -

        
          

        

      

      
        
        

      

    


    3. Fractional
      Shares.
      No
      fractional shares or script representing fractional shares shall be issued
      upon
      the exercise of this Warrant. With respect to any fraction of a share called
      for
      upon any exercise or conversion of this Warrant, the Company shall round the
      number of shares of Common Stock to be issued to the next higher integral number
      of shares 

     

    4. Exchange,
      Transfer, Assignment or Loss of Warrant.
      This
      Warrant is exchangeable, without expense, at the option of the Holder, upon
      presentation and surrender hereof to the Company or at the office of its stock
      transfer agent, if any, for other Warrants of different denominations entitling
      the holder thereof to purchase in the aggregate the same number of shares of
      Common Stock purchasable hereunder. Subject to the provisions of Section 11
      of
      this Warrant, upon surrender of this Warrant to the Company or at the office
      of
      its stock transfer agent, if any, with the Assignment Form annexed hereto duly
      executed and funds sufficient to pay any transfer tax, the Company shall,
      without charge, execute and deliver a new Warrant in the name of the assignee
      named in such instrument of assignment and this Warrant shall promptly be
      canceled. This Warrant may be divided or combined with other Warrants which
      carry the same rights upon presentation hereof at the office of the Company
      or
      at the office of its stock transfer agent, if any, together with a written
      notice specifying the names and denominations in which new Warrants are to
      be
      issued and signed by the Holder hereof. The term “Warrant” as used herein
      includes any Warrants into which this Warrant may be divided or exchanged.
      Upon
      receipt by the Company of evidence satisfactory to it of the loss, theft,
      destruction or mutilation of this Warrant, and (in the case of loss, theft
      or
      destruction) of reasonably satisfactory indemnification, and upon surrender
      and
      cancellation of this Warrant, if mutilated, the Company will execute and deliver
      a new Warrant of like tenor. Any such new Warrant executed and delivered shall
      constitute an additional contractual obligation on the part of the Company,
      whether or not this Warrant so lost, stolen, destroyed, or mutilated shall
      be at
      any time enforceable by anyone.

     

    5. Rights
      of the Holder.
      The
      Holder shall not, by virtue of this Warrant, be entitled to any rights of a
      stockholder in the Company, either at law or equity, and the rights of the
      Holder are limited to those expressed in the Warrant, the Loan Agreement and
      the
      Registration Rights Agreement and are not enforceable against the Company except
      to the extent set forth herein and therein.

     

    6. Adjustments
      To Exercise Price.
      The
      Exercise Price in effect at any time and the number and kind of securities
      purchasable upon exercise of each Warrant shall be subject to adjustment as
      follows:

     

    (a) In
      case
      the Company shall, subsequent to the date of the initial issuance of this
      Warrant, (i) pay a dividend or make a distribution on its shares of Common
      Stock
      in shares of Common Stock, (ii) subdivide or reclassify its outstanding Common
      Stock into a greater number of shares or otherwise effect a stock split or
      distribution, or (iii) combine or reclassify its outstanding Common Stock into
      a
      smaller number of shares or otherwise effect a reverse split, then,
      in
      each such event, the Exercise Price shall, simultaneously with the happening
      of
      such event, be adjusted by multiplying the then Exercise Price by a fraction,
      the numerator of which shall be the number of shares of Common Stock outstanding
      immediately prior to such event and the denominator of which shall be the number
      of shares of Common Stock outstanding immediately after such event, and the
      product so obtained shall thereafter be the Exercise Price then in effect.
      The
      Exercise Price, as so adjusted, shall be readjusted in the same manner upon
      the
      happening of any successive event or events described herein in this
      Section 6. The number of shares of Common Stock that the Holder of this
      Warrant shall thereafter, on the exercise hereof as provided in Section 1,
      be entitled to receive shall be adjusted to a number determined by multiplying
      the number of shares of Common Stock that would otherwise (but for the
      provisions of this Section 6(a)) be issuable on such exercise by a fraction
      of which (a) the numerator is the Exercise Price that would otherwise (but
      for the provisions of this Section 6(a)) be in effect, and (b) the
      denominator is the Exercise Price in effect on the date of such exercise (prior
      to any adjustment pursuant to Section 6(f) of this Warrant).


    
      
        
        

      

      
        -
          5 -

        
          

        

      

      
        
        

      

    


    (b) In
      case
      the Company shall, subsequent to the date of the initial issuance of this
      Warrant, distribute to all holders of Common Stock evidences of its indebtedness
      or assets (excluding (x) cash dividends or distributions paid out of current
      earnings and (y) dividends or distributions referred to in Section 6(a) of
      this
      Warrant, then in each such case the Exercise Price in effect thereafter shall
      be
      determined by multiplying the Exercise Price in effect immediately prior thereto
      by a fraction, of which the numerator shall be the total number of shares of
      Common Stock outstanding multiplied by the Current Market Price per share of
      Common Stock, less the fair market value (as determined by the Company’s Board
      of Directors) of said assets or evidences of indebtedness so distributed or
      of
      such rights or warrants, and of which the denominator shall be the total number
      of shares of Common Stock outstanding multiplied by such Current Market Price
      per share of Common Stock. Such adjustment shall be made successively whenever
      such a record date is fixed. Such adjustment shall be made whenever any such
      distribution is made and shall become effective immediately after the record
      date for the determination of stockholders entitled to receive such
      distribution.

     

    (c) If,
      while
      this Warrant is outstanding, the Company sells or otherwise issues any
      Convertible Securities, shares of Common Stock, or shares of any class of
      capital stock at a price per share of Common Stock, or with a conversion right
      or exercise price to acquire Common Stock at a price per share of Common Stock
      (other than (x) an Exempt Issuance, as defined in the Loan Agreement, or (y)
      an
      issuance covered by Section 6(a) or 6(b) of this Warrant), that is less than
      the
      Exercise Price in
      effect
      at the time of such sale (such lower price being referred to as the “Lower
      Price”), the Exercise Price shall be reduced to an adjusted Exercise Price which
      is equal to the Lower Price. Such
      adjustment shall be made successively whenever any such sale or other issuance
      at a Lower Price is made. The term “Convertible Security” shall mean any debt or
      equity security or instrument upon the conversion or exercise of which shares
      of
      Common Stock may be issued.

     

    (i)
      For
      purposes of this Section 6(c), the price at which such shares of Common Stock
      are issued shall be the consideration paid for the Common Stock or the price
      at
      which the Company agrees to issue shares of Common Stock. The price at which
      any
      Convertible Security is issued shall be the amount received for the issuance
      of
      the Convertible Security plus the minimum amount of additional consideration
      which is payable upon exercise or conversion of the Convertible Security. If
      the
      Company issues securities as a unit, regardless of whether such issuance is
      defined as a unit, a separate computation shall be made with respect to (x)
      shares of Common Stock and convertible securities (based on the maximum number
      of shares of Common Stock which may be issued upon conversion, including
      conversion of interest or dividends, but excluding warrants, rights and options)
      and (y) warrants, options or rights, with a separate computation being made
      as
      to each warrant, option or right which is issued. If warrants, options or rights
      are issued, the Company shall not be deemed to have received any consideration
      for the issuance of the shares upon exercise of the warrant, option or right
      other than the lowest exercise price provided therein. If the Company has an
      agreement which provides for the issuance of shares at a fixed price or a
      formula price with a maximum price, the Company shall be deemed to have issued
      securities at such maximum price regardless of whether any securities are
      actually sold, and any issuance of securities below such maximum price shall,
      if
      such price is a Lower Price, be a sale which results in an adjustment pursuant
      to this Section 2(c).

     

    (ii)
      By
      way of example, if the Company issues for $1,000,000 securities consisting
      of
      500,000 shares of Common Stock and a convertible note for $1,000,000 with a
      conversion price of $.40 and warrants to purchase 1,000,000 shares of Common
      Stock at $.40, the Lower Price would be determined by dividing the total
      consideration paid for the Common Stock and the note ($1,000,000) by the number
      of shares of Common Stock issued (3,000,000 shares, representing the 500,000
      shares issued at closing plus the 2,500,000 shares issuable upon conversion
      of
      the note), which would result in Lower Price of $.333, which would become the
      adjusted Exercise Price of this Warrant. If, in the same example, the exercise
      price of the warrant were $.30 per share, the Lower Price would be $.30, which
      would become the adjusted Exercise Price. If, in either case, the conversion
      price of all or any part of the convertible notes or the exercise price of
      all
      or any of the warrants were subsequently reduced, a further adjustment would
      be
      made.

     

    
      
        
        

      

      
        -
          6 -

        
          

        

      

      
        
        

      

    

     

    (iii)
      Any
      stock or convertible securities (other than warrants or options which shall
      be
      valued at the lowest stated exercise price thereof) issued for services that
      are
      not Exempt Issuances shall, for purposes of this Warrant, be valued at the
      par
      value thereof unless such issuance is made with the prior written approved
      of
      the Investors, as defined in the Loan Agreement, in which event the securities
      shall be valued in the manner as set forth in the Investors’
approval.

     

    (d) In
      case
      the Company shall, subsequent to the date of initial issuance of this Warrant,
      issue rights or warrants to all holders of its Common Stock entitling them
      to
      subscribe for or purchase shares of Common Stock (or securities convertible
      into
      Common Stock) at a price (or having a conversion price per share) less than
      the
      Current Market Price per share of Common Stock for the record date mentioned
      below, if issuance does not result in an adjustment pursuant to Section 6(c)
      of
      this Warrant, the Exercise Price shall be adjusted to an adjusted Exercise
      equal
      to the price determined by multiplying the Exercise Price in effect immediately
      prior to the date of such issuance by a fraction, of which the numerator shall
      be the number of shares of Common Stock outstanding on the record date mentioned
      below plus the number of additional shares of Common Stock which the aggregate
      offering price of the total number of shares of Common Stock so offered (or
      the
      aggregate conversion price of the convertible securities so offered) would
      purchase at such Current Market Price per share of the Common Stock, and of
      which the denominator shall be the number of shares of Common Stock outstanding
      on such record date plus the number of additional shares of Common Stock offered
      for subscription or purchased (or into which the convertible securities so
      offered are convertible). Such adjustment shall be made successively whenever
      such rights or warrants are issued and shall become effective immediately after
      the record date for the determination of stockholders entitled to receive such
      rights or warrants; and shall be effective regardless of whether such rights
      are
      exercised or expire in whole or in part unexercised. The provisions of this
      Section 6(d) are in addition to the provisions of Section 6(c) and any
      adjustment pursuant to this Section 6(d) shall be made after the application
      of
      Section 6(c).

     

    (e) Subject
      to the provisions of Section 6(a) of this Warrant, whenever the Exercise Price
      payable upon exercise of each Warrant is adjusted pursuant to this Section
      6,
      the number of shares of Common Stock issuable upon exercise or conversion of
      this Warrant shall simultaneously be adjusted by multiplying the number of
      shares of Common Stock issuable upon exercise of each Warrant in effect on
      immediately prior to the adjustment by the Exercise Price then in effect and
      dividing the product so obtained by the Exercise Price, as adjusted. In no
      event
      shall the Exercise Price per share be less than the par value per share, and,
      if
      any adjustment made pursuant to said Section 6 would result in an Exercise
      Price
      which would be less than the par value per share, then, in such event, the
      Exercise Price per share shall be the par value per share; provided, however,
      that the limitation contained in this sentence shall not affect the number
      of
      shares of Common Stock issuable upon exercise or conversion of this
      Warrant.


    
      
        
        

      

      
        -
          7 -

        
          

        

      

      
        
        

      

    


    (f) In
      the
      event that at any time, as a result of an adjustment made pursuant to this
      Section 6, the Holder of any Warrant thereafter shall become entitled to receive
      any shares of the Company, other than Common Stock, thereafter the number of
      such other shares so receivable upon exercise of any Warrant shall be subject
      to
      adjustment from time to time in a manner and on terms as nearly equivalent
      as
      practicable to the provisions with respect to the Common Stock contained in
      this
      Section 6.

     

    (g) Irrespective
      of any adjustments in the Exercise Price or the number or kind of shares
      purchasable upon exercise of Warrants, Warrants theretofore or thereafter issued
      may continue to express the same price and number and kind of shares as are
      stated in this and similar Warrants initially issued by the
      Company.

     

    7. Officer’s
      Certificate.
      Whenever the Exercise Price shall be adjusted as required by the provisions
      of
      Section 6 of this Warrant, the Company shall forthwith file in the custody
      of
      its Secretary or an Assistant Secretary at its principal office and with its
      stock transfer agent, if any, an officer’s certificate showing the adjusted
      Exercise Price and the adjusted number of shares of Common Stock issuable upon
      exercise of each Warrant, determined as herein provided, setting forth in
      reasonable detail the facts requiring such adjustment, including a statement
      of
      the number of additional shares of Common Stock, if any, and such other facts
      as
      shall be necessary to show the reason for and the manner of computing such
      adjustment. Each such officer’s certificate shall be made available at all
      reasonable times for inspection by the Holder, and the Company shall, forthwith
      after each such adjustment, mail, by certified mail, return receipt requested
      and by telecopier and e-mail, a copy of such certificate to the Holder at the
      Holder’s address set forth in the Company’s Warrant Register.

     

    8. Notices
      To Warrant Holders.
      So long
      as this Warrant shall be outstanding, (a) if the Company shall pay any dividend
      or make any distribution upon Common Stock (other than a regular cash dividend
      payable out of retained earnings) or (b) if the Company shall offer to the
      holders of Common Stock for subscription or purchase by them any share of any
      class or any other rights or (c) if any capital reorganization of the Company,
      reclassification of the capital stock of the Company, consolidation or merger
      of
      the Company with or into another corporation, sale, lease or transfer of all
      or
      substantially all of the property and assets of the Company to another
      corporation, or voluntary or involuntary dissolution, liquidation or winding
      up
      of the Company shall be effected, then in any such case, the Company shall
      cause
      to be mailed by certified mail, return receipt requested, to the Holder, at
      least fifteen days prior to the date specified in clauses (i) and (ii), as
      the
      case may be, of this Section 8 a notice containing a brief description of the
      proposed action and stating the date on which (i) a record is to be taken for
      the purpose of such dividend, distribution or rights, or (ii) such
      reclassification, reorganization, consolidation, merger, conveyance, lease,
      dissolution, liquidation or winding up is to take place and the date, if any
      is
      to be fixed, as of which the holders of Common Stock or other securities shall
      receive cash or other property deliverable upon such reclassification,
      reorganization, consolidation, merger, conveyance, dissolution, liquidation
      or
      winding up.

     

    9. Reclassification,
      Reorganization or Merger.
      In case
      of any reclassification, capital reorganization or other change of outstanding
      shares of Common Stock of the Company, or in case of any consolidation or merger
      of the Company with or into another corporation (other than a merger in which
      the Company is the continuing corporation and which does not result in any
      reclassification, capital reorganization or other change of outstanding shares
      of Common Stock of the class issuable upon exercise of this Warrant) or in
      case
      of any sale, lease or conveyance to another corporation of the property of
      the
      Company as an entirety, the Company shall, as a condition precedent to such
      transaction, cause effective provisions to be made so that the Holder shall
      have
      the right thereafter by exercising this Warrant, to purchase the kind and amount
      of shares of stock and other securities and property receivable upon such
      reclassification, capital reorganization and other change, consolidation,
      merger, sale or conveyance by a holder of the number of shares of Common Stock
      which might have been purchased upon exercise of this Warrant immediately prior
      to such reclassification, change, consolidation, merger, sale or conveyance.
      Any
      such provision shall include provision for adjustments which shall be as nearly
      equivalent as may be practicable to the adjustments provided for in this
      Warrant. The foregoing provisions of this Section 9 shall similarly apply to
      successive reclassifications, capital reorganizations and changes of shares
      of
      Common Stock and to successive consolidations, mergers, sales or conveyances.
      Notwithstanding the foregoing, in the event that, as a result of any merger,
      consolidation, sale of assets or similar transaction, all of the holders of
      Common Stock receive and are entitled to receive no consideration other than
      cash in respect of their shares of Common Stock, then, at the effective time
      of
      the transaction, the rights to purchase Common Stock pursuant to the Warrants
      shall terminate, and the holders of the Warrants shall, notwithstanding any
      other provisions of this Warrant, receive in respect of each Warrant to purchase
      one (1) share of Common Stock, upon presentation of the Warrant Certificate,
      the
      amount by which the consideration per share of Common Stock payable to the
      holders of Common Stock at such effective time exceeds the Exercise Price in
      effect on such effective date, without giving effect to the transaction;
      provided, however, that if such transaction would, but for this Section 9,
      result in a reduction in the Exercise Price pursuant to Section 6(c) of this
      Warrant, the Exercise Price shall be reduced to reflect that transaction. In
      the
      event that, in such a transaction, the value of the consideration to be received
      per share of Common Stock is equal to or less than the Exercise Price, the
      Warrants shall automatically terminate and no consideration will be paid with
      respect thereof.

     

    
      
        
        

      

      
        -
          8 -

        
          

        

      

      
        
        

      

    

     

    10. No
      Right to Call or Require Exercise.
      The
      Company shall have no right call this Warrant or to require the Holder to
      exercise this Warrant.

     

    11. Transfer
      to Company with the Securities Act.

     

    (a) The
      Holder of this Warrant shall be entitled to the benefits of the Registration
      Rights Agreement.

     

    (b) This
      Warrant or the Warrant Shares or any other security issued or issuable upon
      exercise of this Warrant may not be sold or otherwise disposed of except
      pursuant to an effective registration statement under the Securities Act, or
      an
      exemption from the registration requirements of such Act.

     

    
      	 	 	 
	Dated
              as
              of March 7, 2007	NATURALNANO,
              INC.
	 
 	 
 	 
 
	 	By:  	 
	 	Name:  	
              
 
	 	Title:	 


    


    
      
        
        

      

      
        -
          9 -

        
          

        

      

      
        
        

      

    


    PURCHASE
      FORM

     

    


     

    Dated:
      ,
      20  

     

    
      	______	
              The
                undersigned hereby irrevocably exercises this Warrant to the extent
                of
                purchasing _______ shares of Common Stock and hereby makes payment
                of
                $____________ in payment of the Exercise Price
                therefor.

            


    

     

    
      	______	
              The
                undersigned hereby irrevocably converts this Warrant pursuant to
                the
                cashless conversion provisions of Section 1(b) of this Warrant with
                respect to _______ shares of Common
                Stock.

            


    

    


     

    INSTRUCTIONS
      FOR REGISTRATION OF STOCK

     

    Name:
      _________________________________________________________________________________________________________________  

    (Please
      typewrite or print in block letters)

     

    


     

    Signature:
      ______________________________________________________________________________________________________________

     

    Social
      Security or Employer Identification No.________________________

     

    ASSIGNMENT
      FORM

     

    FOR
      VALUE
      RECEIVED,
      ___________________________________________________________________________________

     

    hereby
      sells, assigns and transfer unto

     

    Name__________________________________________________________________________________________________________________
      

    (Please
      typewrite or print in block letters)

     

    Address
      _______________________________________________________________________________________________________________

     

    Social
      Security or Employer Identification No._______________________ 

     

    The
      right
      to purchase Common Stock represented by this Warrant to the extent of
      _________shares as to which such right is exercisable and does hereby
      irrevocably constitute and appoint __________________ attorney to transfer
      the
      same on the books of the Company with full power of substitution.

     

    Dated:
      ,
      20 

    


     

    Signature_________________________________________
      

     

    Signature
      Medallion Guaranteed:

     

    


    _________________________________________________
      


    
      
        
        

      

      
        -
          10 -