Exhibit
10.45


PLATINUM
LONG TERM GROWTH IV, LLC


152
West 57th Street,
54th
Floor


New
York, New York 10019








Via
Facsimile and First Class Mail





Effective
April 8, 2009








Re:           FORBEARANCE
AGREEMENT





Ladies
and Gentlemen:





Reference
is made to the $2,750,000 8% Senior Secured Promissory Note due March 6, 2009,
issued on or about March 6, 2007, the $150,000 8% Senior Secured Promissory Note
due March 6, 2009, issued on or about August 4, 2008, the $190,000 Senior
Secured Promissory Note due January 31, 2010, issued on or about September 29,
2008, the $59,500 Senior Secured Promissory Note due January 31, 2010, issued on
or about October 31, 2008 and the $14,941.34 8% Senior Secured Promissory Note,
issued on or about February 20, 2009 (together the “Notes”) from NaturalNano,
Inc. and NaturalNano Research, Inc. (jointly and severally, the “Borrower”) to
Platinum Long Term Growth IV, LLC (the “Lender”).  Capitalized terms
used herein and not otherwise defined shall have the respective meanings given
in the Notes.





The
Borrower has requested that the Lender forbear from exercising its various
rights and remedies under the Notes and other related documents (collectively,
the “Loan Documents”) that may otherwise be exercised by the Lender on the date
hereof, in order to provide the Borrower with additional time during which it
may resolve its current financial problems.





The
Lender is prepared to forbear from demanding payment of principal on the Notes
on the Maturity Date of the Notes, or taking any other action to collect the
principal amount of the Notes until the earlier of May 20, 2009 (unless extended
by the Lender in its discretion) or the termination of the Forbearance Period
pursuant to the terms of this Letter Agreement (such period, the “Forbearance
Period”), provided the Borrower accepts and agrees to the terms, conditions and
covenants set forth herein, and communicates such acceptance (by delivering a
signed copy of this Letter Agreement) to the Lender no later than 5:00 p.m. on
April 8, 2009; provided further it is understood that Borrower is obligated to
make all interest payments required under the Notes during the Forbearance
Period.





Upon
execution by the Borrower, this letter shall be a binding agreement among the
respective parties hereto (referred to as the “Letter Agreement”).




Effective
April 8, 2009
 Page
2





By its
execution, the Borrower represents, warrants and covenants as
follows:





1.           No
Duress.   The Borrower has freely and voluntarily entered
into this Letter Agreement after an adequate opportunity to review and discuss
the terms and conditions and all factual and legal matters relevant hereto with
counsel freely and independently chosen by it and this Letter Agreement is being
executed without fraud, duress, undue influence or coercion of any kind or
nature whatsoever having been exerted by or imposed upon any party.




2.           Amount
Due.  The Borrower does not contest the amounts outstanding
under the Notes as set forth in the Lender’s books and records(the
“Outstanding Amount”).  The Borrower shall also be responsible for
reimbursing the Lender for all costs and expenses, including the fees and
expenses of legal counsel that may be incurred in connection with the
enforcement of this Letter Agreement, which, if incurred, shall be added to the
Outstanding Amount.  The Borrower acknowledges and agrees that the
Outstanding Amount, plus interest accrued thereon, shall be due and owing upon
termination of the Forbearance Period.




3.           No
Defenses.   The Borrower has no defenses, affirmative or
otherwise, rights of setoff, rights of recoupment, claims, counterclaims, or
causes of action of any kind or nature whatsoever against the Lender, its
officers, directors, employees, attorneys, legal representatives or affiliates
(collectively, the “Lender Group”), directly or indirectly, arising out of,
based upon, or in any manner connected with, any transaction, event,
circumstance, action, failure to act, or occurrence of any sort or type, whether
known or unknown, which occurred, existed, was taken, permitted, or began prior
to the execution of this Letter Agreement and accrued, existed, was taken,
permitted or begun in accordance with, pursuant to, or by virtue of the Notes or
any of the terms or conditions of the Loan Documents, or which directly or
indirectly relate to or arise out of or in any manner are connected with the
Notes or any of the Loan Documents; TO THE EXTENT ANY SUCH DEFENSES, AFFIRMATIVE
OR OTHERWISE, RIGHTS OF SETOFF, RIGHTS OF RECOUPMENT, CLAIMS, COUNTERCLAIMS, OR
CAUSES OF ACTION EXIST, SUCH DEFENSES, RIGHTS, CLAIMS, COUNTERCLAIMS, AND CAUSES
OF ACTION ARE HEREBY FOREVER WAIVED, DISCHARGED AND RELEASED.




4.           Interest Continues to
Accrue.    During the Forbearance Period, the
Outstanding Amount shall bear interest at the interest rate set forth under the
Notes (8%); it being understood that the default rate shall apply upon the
occurrence of any Event of Default (other than Existing Defaults) thereunder or
upon termination of the Forbearance Period.




5.           Other
Notes.  The Borrower agrees that it shall not provide any
holder of the Notes issued on or about March 6, 2007, August 5, 2008, September
29, 2008 or October 31, 2008 (the “Other Notes”) any concession or payment with
respect to such Other Notes without first offering the Lender the opportunity to
receive such payment or concession with respect to the Notes.




6.           Forbearance.   During
the Forbearance Period, the Lender agrees that it will not take any further
action against the Borrower or exercise or move to enforce any other rights or
remedies provided for in the Loan Documents or otherwise available to it, at law
or in equity, by virtue of the occurrence and/or continuation of any default or
Event of Default under the Notes existing on the date hereof, including any
default relating to the Borrower’s failure to maintain the effectiveness of any
registration statement (the “Existing Defaults”), or take any action against any
property in which the Borrower has any interest.




Effective
April 8, 2009
 Page
3




7.           Lender to Retain all
Rights.   It is understood and agreed that this Letter
Agreement does not waive or evidence consent to any default or Event of Default
(including the Existing Defaults) under the Notes or the Loan
Documents.  The parties hereto acknowledge and agree that the Lender
(i) shall retain all rights and remedies it may now have with respect to the
Notes and the Borrower’s obligations under the Loan Documents (“Default
Rights”), and (ii) shall have the right to exercise and enforce such Default
Rights upon termination of the Forbearance Period. The parties further agree
that the exercise of any Default Rights by the Lender upon termination of the
Forbearance Period shall not be affected by reason of this Letter Agreement, and
the parties hereto shall not assert as a defense thereto the passage of time,
estoppel, laches or any statute of limitations to the extent that the exercise
of any Default Rights was precluded by this Letter Agreement.




8.           Termination of Forbearance
Period.   The Forbearance Period shall terminate upon the
earlier to occur of: (1) 5:00 pm (New York City Time) on May 20, 2009; (2) the
Borrower shall fail to observe, perform, or comply with any of the terms,
conditions or provisions of this Letter Agreement as and when required and/or
any other Event of Default (other than the Existing Defaults occurring prior to
the date hereof) shall occur under the Notes or any of the Loan Documents or any
other agreement between the Borrower and the Lender (or its affiliates) or any
other indebtedness issued by the Borrower to the Lender or its
affiliates;  (3) any representation or warranty made herein, in any
document executed and delivered in connection herewith, or in any report,
certificate, financial statement or other instrument or document now or
hereafter furnished by or on behalf of the Borrower in connection with this
Letter Agreement, shall prove to have been false, incomplete or misleading in
any material respect on the date as of which it was made; (4) any suit preceding
or other action is commenced by any other creditor against the Company; or (5) a
court of competent jurisdiction shall enter an order for relief or take any
similar action in respect of the Borrower in an involuntary case under any
applicable bankruptcy, insolvency, reorganization, moratorium or similar law now
or hereafter in effect or a petition for relief under any applicable bankruptcy,
insolvency, reorganization, moratorium or other similar law shall be filed by or
against the Borrower.




Upon termination of the Forbearance
Period, should the Notes or any of the Borrower’s obligations under the Loan
Documents not be satisfied in full, the Lender shall be entitled to pursue
immediately its various rights and remedies, including its Default Rights,
against the Borrower, all collateral given by the Borrower to secure the Loan
and the obligations under the Loan Documents, without regard to notice and cure
periods, all of which are hereby waived by the
Borrower.   Without limiting the generality of the foregoing,
upon termination of the Forbearance Period, the Lender shall be permitted to
immediately exercise its rights to demand and collect on the Outstanding
Amount.




Effective
April 8, 2009
 Page
4




If the
foregoing is acceptable to you, please sign in the space provided
below.


Sincerely,PLATINUM
      LONG TERM GROWTH IV,LLCBy:
                      /s/ Mark
      NordlichtName:Title: 
      General Manager








Accepted
and Agreed as of this 8th day of
April, 2009








NATURALNANO,
INC.





By:
              /s/James
      WemettName:Title:







NATURALNANO
RESEARCH, INC.




By:
                /s/James
      WemettName:Title: