NATURALNANO,
INC.


NATURALNANO
RESEARCH, INC.








8% Senior
Secured Promissory Note




Issuance
      Date:
            April
      3, 2009


Principal
      Amount:
            $34,750





For value
received, NATURALNANO, INC., a Nevada corporation, and NATURALNANO RESEARCH,
INC., a Delaware corporation (jointly and severally, the "Maker"), hereby
promises to pay to the order of Longveiw Special Financing, INC., Lindstrasse 6
Zurich 8022, Switzerland' (together with its successors, representatives, and
permitted assigns, the "Holder"), in
accordance with the terms hereinafter provided, the principal amount of THIRTY
FOUR THOUDAND SEVEN HUNDRED FIFTY DOLLARS AND ZERO CENTS ($ 34,750 ), together
with interest thereon.




All
payments under or pursuant to this Note shall be made in United States Dollars
in immediately available funds to the Holder at the address of the Holder first
set forth above or at such other place as the Holder may designate from time to
time in writing to the Maker or by wire transfer of funds to the Holder's
account, as requested by the Holder. The outstanding principal balance of this
Note, together with all accrued and unpaid interest, shall be due and payable in
full on June 30, 2009 (the "Maturity Date") or
at such earlier time as provided herein.





ARTICLE I


PAYMENT




Section
1.1 Interest.
Beginning on the date of this Note (the "Issuance Date" the outstanding
principal balance of this Note shall bear interest, in arrears, at a rate per
annum equal to eight percent (8%), payable in cash on the Maturity Date.
Interest shall be computed on the basis of a 360-day year of twelve (12) 30-day
months, shall compound monthly and shall accrue commencing on the Issuance Date.
Furthermore, upon the occurrence of an Event of Default (as defined in Section
2.1 hereof), the Maker will pay interest to the Holder, payable on demand, on
the outstanding principal balance of and unpaid interest on the Note from the
date of the Event of Default until such Event of Default is cured at the rate of
the lesser of sixteen percent (16%) and the maximum applicable legal rate per
annum.




Section
1.2 Payment of
Principal; Prepayment. The
Principal Amount hereof shall be paid in full on the earliest of (i) the
Maturity Date, (ii) the due date of any mandatory prepayment as set forth herein
(such prepayment pursuant to this clause (ii) to be in part if sufficient funds
are not available for application pursuant to Section 1.6 hereof), or (iii) upon
acceleration of this Note in accordance with the terms hereof. Any amount of
principal repaid hereunder may not be reborrowed. The Maker may prepay all or
any portion of the principal amount of this Note without premium or
penalty.




1 NB:
Make conforming change for Longview Special Finance note.




1




Section
1.3 Security
Agreement. The obligations of the Maker hereunder are secured by, among
other things, (i) a continuing security interest in certain assets of the Maker
pursuant to the terms of a Loan and Security Agreement, dated on or about March
7, 2007 (the "Loan and Security Agreement"), by and among the Maker, on the one
hand, and the Holder, certain other investors and Platinum Advisors, LLC, as
agent (the "Agent"), on the other hand, (ii) the Pledge Agreement (as defined in
the Loan and Security Agreement) and (iii) the Patent Security Agreement, dated
as of March 6, 2007, by and among the Maker, the Agent and the other parties
named therein ((i), (ii) and (iii), collectively, the "Security Agreements").
Maker hereby ratifies and confirms said Security Agreements and acknowledges and
agrees that the term "Obligations" under the Security Agreements includes all
indebtedness and obligations of the Maker to the Holder under this Note, which
obligations shall be secured on a parity basis with all other obligations
secured pursuant to the Security Agreements, including, without limitation,
senior secured promissory notes issued to the Holder on or about March 7, 2007,
August 4, 2008, September 29, 2008 and October 31, 2008 (the "Existing Notes").
The Maker hereby ratifies and confirms the Security Agreements. Maker hereby
further authorizes the Holder and the Agent to file one or more financing
statements, describing the collateral as "All Assets," with such governmental
authorities as the Holder and/or the Agent may deem necessary or
advisable.
  Section
1.4 Payment on
Non-Business Days. Whenever any payment to be made shall be due on a
Saturday, Sunday or a public holiday under the laws of the State of New York,
such payment may be due on the next succeeding business day and such next
succeeding day shall be included in the calculation of the amount of accrued
interest payable on such date.
  Section
1.5 Use of
Proceeds. The Maker shall use the proceeds of this Note only for general
working capital and not to redeem or make any payment on account of any
securities of the Maker.
 
 Section
1.6 Mandatory
Prepayment. Notwithstanding anything to the contrary contained herein,
upon the Maker's receipt of any funds from any source whatsoever, such funds
shall be applied to the immediate prepayment of this Note, together with the ${
] 8% Senior Secured Promissory Note issued as of the date hereof to Longview
Special Finance Inc.' (the "Other Note"), on a pro rata basis (based on the
principal amount of outstanding hereunder and under the Other Note), until
payment in full of this Note and the Other Note. Without limiting the generality
of the foregoing, upon receipt of any check or other form of payment from the
State of New York, any such check shall be endorsed and delivered to, or
otherwise transferred, paid and delivered to, the Agent for pro rata application
as set forth in this Section 1.6 (it being understood that any excess after
payment in full of this Note and the Other Note shall be returned to the Maker).
The Maker represents that it currently expects a payment from the State of New
York to be made within the next 90 days, which payment is expected to be in the
amount of approximately $250,000 and covenants that such payment shall be
applied as set forth in this Section 1.6.
  2 NB:
Make conforming change for Longview Special Finance Inc. Note.
  2




ARTICLE
II
 EVENTS OF DEFAULT;
REMEDIES
 
 Section
2.1 Events of
Default. Unless waived in writing by the holders of at least a majority
of the principal amount of this Note and the Other Note, the occurrence of any
of the following events shall be an "Event of Default"
under this Note:
  (a) any
default in the payment of (1) the principal amount hereunder when due, or (2)
interest on this Note when the same shall become due and payable (whether on the
Maturity Date, the date of any mandatory prepayment, by acceleration or
otherwise); or
 
 (b) the
Maker shall fail to observe or perform any other covenant or agreement contained
in this Note, the Other Note, the Existing Notes or any of the Security
Agreements; or
 
 (c) a
default or "event of default," or event that, with the passage of time or giving
of notice or both, constitutes or would constitute a default or "event of
default," shall have occurred under any of the Security Agreements, the Other
Note or the Existing Notes; or
 
 (d) any
material representation or warranty made by the Maker herein or in the Security
Agreements or the Existing Notes shall prove to have been false or incorrect or
breached in a material respect on the date as of which made; or
 
 (e) the
Maker shall (A) default in any payment of any amount or amounts of principal of
or interest on any indebtedness (other than the indebtedness hereunder) the
aggregate principal amount of which indebtedness is in excess of $50,000 or (B)
default in the observance or performance of any other agreement or condition
relating to any indebtedness, that, in the aggregate, exceeds $50,000, or
contained in any instrument or agreement evidencing, securing or relating
thereto, or any other event shall occur or condition exist, the effect of which
default or other event or condition is to cause, or to permit the holder or
holders or beneficiary or beneficiaries of such indebtedness to cause with the
giving of notice if required, such Indebtedness to become due prior to its
stated maturity; or
 
 (f) the
Maker shall (i) apply for or consent to the appointment of, or the taking of
possession by, a receiver, custodian, trustee or liquidator of itself or of all
or a substantial part of its property or assets, (ii) make a general assignment
for the benefit of its creditors, (iii) commence a voluntary case under the
United States Bankruptcy Code (as now or hereafter in effect) or under the
comparable laws of any jurisdiction (foreign or domestic), (iv) file a petition
seeking to take advantage of any bankruptcy, insolvency, moratorium,
reorganization or other similar law affecting the enforcement of creditors'
rights generally, (v) acquiesce in writing to any petition filed against it in
an involuntary case under United States Bankruptcy Code (as now or hereafter in
effect) or under the comparable laws of any jurisdiction (foreign or domestic),
(vi) issue a notice of bankruptcy or winding down of its operations or issue a
press release regarding same, or (vii) take any action under the laws of any
jurisdiction (foreign or domestic) analogous to any of the foregoing;
or




3




(g) a
proceeding or case shall be commenced in respect of the Maker, without its
application or consent, in any court of competent jurisdiction, seeking (i) the
liquidation, reorganization, moratorium, dissolution, winding up, or composition
or readjustment of its debts, (ii) the appointment of a trustee, receiver,
custodian, liquidator or the like of it or of all or any substantial part of its
assets in connection with the liquidation or dissolution of the Maker or (iii)
similar relief in respect of it under any law providing for the relief of
debtors, and such proceeding or case described in clause (i), (ii) or (iii)
shall continue undismissed, or unstayed and in effect, for a period of thirty
(30) days or any order for relief shall be entered in an involuntary case under
United States Bankruptcy Code (as now or hereafter in effect) or under the
comparable laws of any jurisdiction (foreign or domestic) against the Maker or
action under the laws of any jurisdiction (foreign or domestic) analogous to any
of the foregoing shall be taken with respect to the Maker and shall continue
undismissed, or unstayed and in effect for a period of thirty (30)
days.
 
 Section
2.2 Remedies Upon An
Event of Default. If an Event of Default shall have occurred and shall be
continuing, the Holder of this Note may, at any time, at its option, declare the
entire unpaid principal balance of this Note, together with all interest accrued
hereon, due and payable, and thereupon, the same shall be accelerated and so due
and payable, without presentment, demand, protest, or notice, all of which are
hereby expressly unconditionally and irrevocably waived by the Maker. Upon an
Event of Default, the Holder may proceed to exercise all rights and remedies
against any and all collateral pledged to the Holder as security for this Note,
including all collateral pledged under the Security Agreements. The remedies
provided in this Note shall be cumulative and in addition to all other remedies
available under this Note, at law or in equity (including, without limitation, a
decree of specific performance and/or other injunctive relief), no remedy
contained herein shall be deemed a waiver of compliance with the provisions
giving rise to such remedy and nothing herein shall limit a holder's right to
pursue actual damages for any failure by the Maker to comply with the terms of
this Note.
 
 ARTICLE
III
 MISCELLANEOUS
  Section
3.1 Notices.Any
notice, demand, request, waiver or other communication required or permitted to
be given hereunder shall be in writing and shall be effective (a) upon hand
delivery, telecopy or facsimile at the address set forth on the signature page
hereto (in the case of the Maker) or above (in the case of the Holder) (if
delivered on a business day during normal business hours where such notice is to
be received), or the first business day following such delivery (if delivered
other than on a business day during normal business hours where such notice is
to be received) or (b) on the second business day following the date of mailing
by express courier service, fully prepaid, addressed to such address, or upon
actual receipt of such mailing, whichever shall first occur.
 
 Section
3.2 Governing Law;
Drafting; Representation. This Note shall be governed by and construed in
accordance with the internal laws of the State of New York, without giving
effect to any of the conflicts of law principles which would result in the
application of the substantive law of another jurisdiction. This Note shall not
be interpreted or
 4




Section
3.3 Headings.
Article and section headings in this Note are included herein for purposes of
convenience of reference only and shall not constitute a part of this Note for
any other purpose.




Section
3.4 Binding Effect;
Amendments. The obligations of the Maker and the Holder set forth herein
shall be binding upon the successors and assigns of each such party. This Note
may not be modified or amended in any manner except in writing executed by the
Maker and the Holder.




Section
3.5 Consent to
Jurisdiction. Each of the Maker and the Holder (i) hereby irrevocably
submits to the exclusive jurisdiction of the United States District Court
sitting in the Southern District of New York and the courts of the State of New
York located in New York county for the purposes of any suit, action or
proceeding arising out of or relating to this Note and (ii) hereby waives, and
agrees not to assert in any such suit, action or proceeding, any claim that it
is not personally subject to the jurisdiction of such court, that the suit,
action or proceeding is brought in an inconvenient forum or that the venue of
the suit, action or proceeding is improper. Each of the Maker and the Holder
consents to process being served in any such suit, action or proceeding by
mailing a copy thereof to such party at the address in effect for notices to it
hereunder and agrees that such service shall constitute good and sufficient
service of process and notice thereof. Nothing in this Section shall affect or
limit any right to serve process in any other manner permitted by
law.




Section
3.6 Failure or
Indulgence Not Waiver. No failure or delay on the part of the Holder in
the exercise of any power, right or privilege hereunder shall operate as a
waiver thereof, nor shall any single or partial exercise of any such power,
right or privilege preclude other or further exercise thereof or of any other
right, power or privilege.




Section
3.7 Maker Waivers;
Dispute Resolution. Except as otherwise specifically provided herein, the
Maker and all others that may become liable for all or any part of the
obligations evidenced by this Note, hereby waive presentment, demand, notice of
nonpayment, protest and all other demands' and notices in connection with the
delivery, acceptance, performance and enforcement of this Note, and do hereby
consent to any number of renewals of extensions of the time or payment hereof
and agree that any such renewals or extensions may be made without notice to any
such persons and without affecting their liability herein and do further consent
to the release of any person liable hereon, all without affecting the liability
of the other persons, firms or Maker liable for the payment of this Note, AND DO
HEREBY WAIVE TRIAL BY JURY.




(a)No
delay or omission on the part of the Holder in exercising its rights under this
Note, or course of conduct relating hereto, shall operate as a waiver of such
rights or any other right of the Holder, nor shall any waiver by the Holder of
any such right or rights on any one occasion be deemed a waiver of the same
right or rights on any future occasion.




5




(b) THE
MAKER ACKNOWLEDGES THAT THE TRANSACTION OF WHICH THIS NOTE IS A PART IS A
COMMERCIAL TRANSACTION, AND TO THE EXTENT ALLOWED BY APPLICABLE LAW, HEREBY
WAIVES ITS RIGHT TO NOTICE AND HEARING WITH RESPECT TO ANY PREJUDGMENT REMEDY
WHICH THE HOLDER OR ITS SUCCESSORS OR ASSIGNS MAY DESIRE TO USE.
 
 Section
3.8 Fees and
Expenses. Upon execution of this Note, the Maker shall reimburse the
Holder for reasonable and actual legal fees incurred by the Holder in the
drafting and negotiation of this Note, together with un-reimbursed legal fees
and expenses incurred by the Holder in connection with the Holder's prior loans
to and investments in the Maker (which amount may be withheld by the Holder from
amounts to be delivered to the Maker in connection with the issuance of this
Note). The Maker will pay on demand all costs of collection and attorneys' fees
paid or incurred by the Holder in enforcing the obligations of the Maker. The
Borrower represents and warrants that this Note is the legal, valid and binding
obligation of the Borrower, enforceable in accordance with its
terms.
 
 Section
3.9 The February 20, 2009 8% Senior Secured Promissory Note is hereby null and
void and replaced in its entirety by this Note.
  6




INWITNESS WHEREOF,the Maker has caused this Note to be duly executed by its duly authorized
officer as of the date first above indicated.