EXHIBIT
        10.1

       

    

    EXCLUSIVE
      LICENSE AGREEMENT

    


    This
      is an Exclusive License Agreement,
      entered
      into May 12, 2006 and effective as of January 24, 2006, between Technology
      Innovations, LLC (“TI”), a New York limited liability company having an address
      of 150 Lucius Gordon Drive, Suite 215, West Henrietta, NY 14586, and
      NaturalNano, Inc., (“NaturalNano”), a Nevada corporation having an address of
      150 Lucius Gordon Drive, Suite 115, West Henrietta, NY 14586.

    


    Background.
      The
      parties entered into and wish to replace the Exclusive License Agreement, dated
      April 27, 2005 (the “Prior Agreement”). 

    


    TI
      owns
      and is willing to license the Patent Rights and Confidential Information
      (defined below) to NaturalNano exclusively for the Licensed Field, subject
      to
      the terms and conditions of this Agreement. NaturalNano wishes to obtain such
      a
      license.

    


    Therefore,
      in
      consideration of the promises set forth in this Agreement, the parties agree
      as
      follows:

    


    
      	
              1)

            	
              Definitions.
                As
                used in this Agreement:

            


    

    


    
      	 	
              a)

            	
              “Affiliate”
                means an entity that controls, is controlled by, or is under common
                control with NaturalNano or TI, as applicable. For this purpose,
“control”
                means (i) the power to direct or cause the direction of the
                management and affairs of the entity, whether by direct or indirect
                ownership of voting stock, positions on the board of directors, contract,
                or otherwise; or (ii) ownership of more than fifty percent (50%) of
                the equity or other ownership interest of the entity.
                

            


    

    


    
      	 	
              b)

            	
              “Confidential
                Information” means all business, financial and technical information,
                data, documents and other materials, whether in electronic or physical
                form or orally disclosed, provided by one party (“Discloser”) to the other
                party (“Receiver”), but excluding any information that Receiver can
                demonstrate: 

            


    

    


    
      	 	
              (1)

            	
              was
                public knowledge at the time of disclosure to
                Receiver;

            


    

    


    
      	 	
              (2)

            	
              became
                public knowledge without fault by Receiver;


            


    

    


    
      	 	
              (3)

            	
              was
                rightfully in the possession of Receiver prior its disclosure by
                Discloser; or

            


    

    


    
      	 	
              (4)

            	
              was
                disclosed to Receiver on an unrestricted basis from a source not
                known to
                be under a duty of confidentiality to
                Discloser.

            


    

    


    
      	 	
              c)

            	
              “Dollars”
                or “$” mean U.S. Dollars.

            


    

    


    
      	 	
              d)

            	
              “Effective
                Date” means the date first noted
                above.

            


    

    


    
      	 	
              e)

            	
              “Invention”
                means any invention or discovery conceived, whether or not reduced
                to
                practice. 

            


    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      	 	
              f)

            	
              “Joint
                Invention” means any Invention that is related to or covered by any Patent
                Right and was co-invented by at least one individual from TI and
                at least
                one individual from Licensee. 

            


    

    


    
      	 	
              g)

            	
              “Licensed
                Field” means all compositions, components, devices, systems and processes
                which use or apply to halloysite, halloysite microtubules or similar
                structures (“Halloysite Applications”), but excluding all Halloysite
                Applications for diagnosing, preventing, treating or curing diseases
                in
                humans or other animals.

            


    

    


    
      	 	
              h)

            	
              “Licensed
                Product” means any product, the manufacture, use, importation or sale of
                which is covered by a Valid Claim.

            


    

    


    
      	 	
              i)

            	
              “Licensee”
                means NaturalNano and/or its Affiliates, as the context may
                indicate.

            


    

    


    
      	 	
              j)

            	
              “Net
                Sales” means revenues from the sale, lease or other disposition of
                Licensed Products by a Licensee to a non-Licensee, less:
                

            


    

    


    
      	 	
              i)

            	
              payments
                made or credits allowed for promotional
                purposes;

            


    

    


    
      	 	
              ii)

            	
              customary
                allowances, rebates and trade, quantity, or cash discounts, to the
                extent
                allowed and taken; 

            


    

    


    
      	 	
              iii)

            	
              amounts
                repaid or credited for rejections or returns; and
                

            


    

    


    
      	 	
              iv)

            	
              to
                the extent separately stated on invoices, taxes and other governmental
                charges levied on the production, sale, transportation, delivery
                or use of
                a Licensed Product, paid by or on behalf of a
                Licensee.

            


    

    


    
      	 	
              k)

            	
              “Patent
                Rights” means: (i) the patent applications listed on Exhibit A;
                (ii) patents and patent applications owned or licensable by TI now or
                in the future and related to the Licensed Field; (iii) Joint Inventions;
                (iv) reissues, reexaminations, renewals, extensions, divisions,
                continuations, and continuations-in-part of (i), (ii) or (iii);
                (v) foreign counterparts of any of (i), (ii), (iii) and (iv); and
                (vi) patents which issue on any of (i), (ii), (iii), (iv) and
                (v).

            


    

    


    
      	 	
              l)

            	
              “Revenues”
                means all license fees, milestone payments, minimum royalties, running
                royalty revenues and other sums received by Licensee from Sublicenses,
                but
                excluding (i) revenues to support research and development efforts,
                (ii)
                reimbursements of out-of-pocket expenses, and (iii) payments for
                the
                purchase of securities of NaturalNano, priced on an arms’-length
                basis.

            


    

    


    
      	 	
              m)

            	
              “Sublicense”
                means any sublicense or other agreement of a Licensee permitting
                the
                commercial exploitation of any Patent Right(s) or Confidential Information
                by a third party.

            


    

    


    
      	 	
              n)

            	
              “Sublicensee”
                means the licensee of a Sublicense.

            


    

    


    
      
         

      

      
        2

        
          

        

      

      
         

      

    

    
      	 	
              o)

            	
              “Valid
                Claim” means: (i) a claim of an issued and unexpired patent of the
                Patent Rights which has not been disclaimed, or held invalid or
                unenforceable by an unappealed or unappealable decision of a court
                or
                governmental body, and (ii) one or more claims of a patent application
                being prosecuted in good faith, for two (2) years following the first
                commercial sale or use of a Licensed Product which is a Licensed
                Product
                solely because of the pending
                claim.

            


    

    


    
      	
              2)

            	
              License
                Grant.

            


    

    


    
      	 	
              a)

            	
              Termination
                of Prior Agreement.
                The Prior Agreement is hereby terminated and replaced by this
                Agreement.

            


    

    


    
      	 	
              b)

            	
              Grant
                to Licensee.
                TI grants to NaturalNano and its Affiliates the sole and exclusive,
                world-wide, royalty-bearing right and license under the Patent Rights
                and
                Confidential Information to develop, make, have made, use, sell,
                offer to
                sell and import Licensed Products in the Licensed Field only, including
                the rights to sue and collect damages for infringements prior to
                the date
                of this Agreement.

            


    

    


    
      	 	
              c)

            	
              Sublicenses.
                Licensee may grant Sublicenses, consistent with the applicable terms
                and
                conditions of this Agreement. Each Sublicense
                shall:

            


    

    


    
      	 	
              i)

            	
              require
                the Sublicensee to exercise reasonable diligence in developing,
                commercializing, marketing and selling Licensed Products;
                and

            


    

    


    
      	 	
              ii)

            	
              incorporate
                the substance of paragraphs 2(b)(i), 5, 6(a), 9, 10 and 12, mutatis
                mutandis.

            


    

    


    
      	 	
              d)

            	
              Grant-Back.
                NaturalNano
                grants to TI and its Affiliates a world-wide, royalty-bearing exclusive
                license with respect to all patent applications and patents owned
                or
                licensable by NaturalNano from TI during the term of this Agreement; provided,
                however that (i) NaturalNano retains an exclusive license with respect
                to
                the foregoing patents and patent applications for the Licensed Field
                and
                (ii) the royalty provisions of paragraphs 4 and 5 (and the related
                definitions) shall apply to any royalty-bearing sales by TI and its
                Affiliates, mutatis
                mutandis, except
                that all royalties payable by TI shall be one-half (1⁄2) of the amounts
                specified in paragraph 4.

            


    

    


    
      	
              3)

            	
              Cooperation
                and Sublicensing Activity.

            


    

    


    
      	 	
              a)

            	
              Diligence.
                NaturalNano will use reasonable diligence to develop, commercialize,
                market and sell Licensed Products, itself and/or through one or more
                Affiliates or Sublicensees.

            


    

    


    
      	 	
              b)

            	
              Cooperation.
                TI
                will make available to Licensee, from time-to-time, all information
                and
                materials in its possession, including Confidential Information,
                that is
                necessary or desirable to enable NaturalNano to develop, test and
                commercially introduce any Licensed
                Product.

            


    

    


    
      	 	
              c)

            	
              Commercialization
                Plan.
                NaturalNano will provide to TI a detailed, written annual research,
                development and commercialization plan for Licensed Products. The
                commercialization plan will include any plans for the Sublicensing
                of
                Patent Rights and Confidential Information.


            


    

    


    
      
         

      

      
        3

        
          

        

      

      
         

      

    

    
      	 	
              d)

            	
              No
                Challenges.
                TI shall not bring, authorize or assist a third party to bring any
                action
                under any other intellectual property now or in the future owned
                or
                licensed by any Licensee, to prevent a Licensee from exercising the
                rights
                granted by TI hereunder. TI shall impose this covenant on the assignees
                of
                any Patent Rights. 

            


    

    


    
      	
              4)

            	
              Compensation.

            


    

    


    
      	 	
              a)

            	
              Minimum
                Annual Royalties.
                Commencing with the quarter in which the first U.S. patent of Patent
                Rights is issued, NaturalNano shall pay to TI a minimum royalty of
                Six
                Thousand Two Hundred Fifty Dollars ($6,250) per calendar quarter.
                Each
                minimum royalty amount shall be credited only against royalties due
                in the
                calendar quarter for which the minimum royalty is
                payable.

            


    

    


    
      	 	
              b)

            	
              Royalties.
                NaturalNano shall pay TI a royalty
                of:

            


    

    


    
      	 	
              i)

            	
              Five
                percent (5%) of Net Sales by Licensees; and


            


    

    


    
      	 	
              ii)

            	
              Twenty
                Five percent (25%) of Revenues.

            


    

    


    
      	 	
              c)

            	
              Apportioning
                Royalties and Revenues.
                

            


    

    


    
      	 	
              i)

            	
              Royalties.
                If Licensee licenses from one or more third parties (“Third Parties”)
                intellectual property which also covers any Licensed Product, the
                royalty
                rate applied under paragraph 4(b)(i) as to Net Sales of that Licensed
                Product shall be (i) one (1) divided by (ii) one (1) plus the lesser
                of (a) the number of Third Parties to which royalties are payable
                as to
                that Licensed Product/Process, and (b) three (3); multiplied by (iii)
                Five
                percent (5%).

            


    

    


    
      	 	
              ii)

            	
              Revenues.
                If Licensee
                includes in any Sublicense intellectual property sublicensed from
                one or
                more Third Parties which covers any Licensed Product, the percentage
                of
                Revenues payable by NaturalNano under paragraph 4(b)(ii) as to that
                Licensed Product will be: (i) one (1) divided by (ii) one (1) plus
                the lesser of (a) the number of Third Parties to which royalties
                are
                payable as to that Licensed Product/Process, and (b) three (3); multiplied
                by (iii) twenty-five percent (25%).

            


    

    


    
      	 	
              iii)

            	
              Allocation.
                If:

            


    

    


    
      	 	
              (1)

            	
              Any
                lump sum Revenues under paragraph 4(b)(ii), such as up-front payments,
                milestone payments or minimum royalties, are not fairly allocated
                by use
                of the formula of paragraph 4(c)(ii), as where one lump sum payment
                covers
                products or fields of use that are covered by different groups of
                patents,
                those lump sum Revenues shall be allocated between TI and the Third
                Parties on a fair and reasonable basis;
                or

            


    

    


    
      
         

      

      
        4

        
          

        

      

      
         

      

    

    
      	 	
              (2)

            	
              There
                is uncertainty whether a particular patent(s) licensed by TI or a
                Third
                Party covers a Licensed Product for which a royalty is payable under
                paragraph 4(b)(i) or (ii);

            


    

    


    the
      dispute shall be resolved in accordance with paragraph 13.

    


    
      	 	
              d)

            	
              Payment
                Terms.
                

            


    

    


    
      	 	
              i)

            	
              Amounts
                due under paragraphs 4(a) and (b) are payable quarterly within forty-five
                (45) days after each calendar quarter.


            


    

    


    
      	 	
              ii)

            	
              If
                any amount due to TI is collected in a currency other than Dollars,
                the
                amount shall be converted into Dollars at the applicable exchange
                rate
                published in the Eastern edition of The
                Wall Street Journal
                on
                the last business day of the calendar quarter in which the collection
                was
                made. 

            


    

    


    
      	 	
              e)

            	
              Royalty
                Term.
                Royalties are payable for each Licensed Product on a country-by-country
                basis until expiration of the last-to-expire applicable Valid Claim
                in the
                country.

            


    

    


    
      	 	
              f)

            	
              Tax
                Withholding.
                If NaturalNano is required by the laws of any country to withhold
                any tax
                with respect to any payment to TI, the tax will be deducted and paid
                to
                the taxing authority. NaturalNano will notify TI and promptly furnish
                TI
                with original receipts of any tax certificate or other available
                documentation evidencing the tax withheld. NaturalNano will use
                commercially reasonable efforts to minimize any
                withholding.

            


    

    


    
      	
              5)

            	
              Reports
                and Records. 

            


    

    


    
      	 	
              a)

            	
              Royalty
                Reports.
                Each royalty payment under paragraph 4(b) shall be accompanied by
                a
                detailed royalty report, specifying the computation of royalties
                payable
                and certified to be correct by the Chief Financial Officer and President
                of Licensee. 

            


    

    


    
      	 	
              b)

            	
              Books
                and Records.
                Licensee shall keep accurate books of account adequate to show amounts
                payable under this Agreement and the performance of the Licensee’s other
                obligations hereunder for three (3) years after each applicable
                year.

            


    

    


    
      	 	
              c)

            	
              Audit
                Request.
                Licensee shall permit an independent, certified public accountant
                appointed and paid by TI to examine and make copies of applicable
                records
                and other documents no more often than once per calendar year for
                the
                purpose of verifying amounts and reports due from, and obligations
                to be
                performed by, the Licensee. The results of each examination shall
                be made
                available to TI and the Licensee, and shall be considered Confidential
                Information. Should the audit discover an underpayment equal to the
                greater of five percent (5%) or Twenty Five Thousand Dollars ($25,000),
                the applicable Licensee shall pay the cost of the
                audit.

            


    

    


    
      	 	
              i)

            	
              Late
                Charge.
                All overdue payments will be paid promptly with a late charge of
                two
                percent (2%) per annum above the prime rate of J.P. Morgan Chase
                Manhattan Bank, N.A., as reported in the Eastern edition of The
                Wall Street Journal
                on
                the last business day of the calendar quarter in which each payment
                was to
                be made. Interest is to be calculated from the last day on which
                the
                payment was payable.. 

            


    

    


    
      
         

      

      
        5

        
          

        

      

      
         

      

    

    
      	
              6)

            	
              Intellectual
                Property of Licensee. 

            


    

    


    
      	 	
              a)

            	
              Sublicensee
                Confidential Information and Patents. Each Sublicensee shall disclose
                and
                grant to NaturalNano and TI a non-exclusive, royalty-free world-wide
                license under all Sublicensee:

            


    

    


    
      	 	
              I)

            	
              Confidential
                Information; and 

            


    

    


    
      	 	
              II)

            	
              patents
                and patent applications; 

            


    

    


    that
      are
      owned or licensable by the Sublicensee and relate to the manufacture, use or
      sale of
      Licensed
      Products.

    


    
      	 	
              b)

            	
              Patent
                Costs.
                

            


    

    


    
      	 	
              i)

            	
              TI
                shall control the filing, prosecution and maintenance of Patent
                Rights.

            


    

    


    
      	 	
              ii)

            	
              TI
                shall provide patent counsel for NaturalNano with copies of all patent
                applications, Office Actions and other prosecution documents in connection
                with Patent Rights and enable NaturalNano’s patent counsel to meet and
                confer with TI’s patent counsel in connection with Patent Rights, at least
                thirty (30) days before (A) filing any new U.S. or foreign application,
                (B) payment of any issue or maintenance fees or (C) filing any response
                to
                a U.S. or foreign Office Action. 

            


    

    


    
      	 	
              iii)

            	
              Subject
                to subparagraph 6(b)(iv), NaturalNano shall reimburse TI for all
                reasonable legal fees and out-of-pocket costs incurred by TI after
                April
                27, 2005, for the filing, prosecution, and maintenance of Patent
                Rights.

            


    

    


    
      	 	
              iv)

            	
              TI
                shall promptly notify NaturalNano of any fees payable in connection
                with
                the Patent Rights. NaturalNano may elect not to pay any such fees,
                in
                which case the applicable patent or patent application shall thereafter
                not be part of the Patent Rights. 

            


    

    


    
      	 	
              c)

            	
              Joint
                Inventions.
                This Agreement constitutes, in part, a "joint research agreement"
                between
                Licensors and Licensee, as defined in the CREATE Act, 35 U.S.C. § 103(c),
                under which Licensee will carry out some of its obligations pursuant
                to
                paragraph 3. Intellectual property developed in the Licensed Field
                and any other technologies that are within the scope of the Patent
                Rights will be deemed made as a result of activities undertaken within
                the
                scope of the joint research agreement and subject to the CREATE
                Act.

            


    

    


    
      
         

      

      
        6

        
          

        

      

      
         

      

    

    
      	
              7)

            	
              Infringement.

            


    

    


    
      	 	
              a)

            	
              Notices.
                Each party shall inform the other promptly of any third party infringement
                of Patent Rights or misappropriation of Confidential Information
                of which
                it has knowledge.

            


    

    


    
      	 	
              b)

            	
              Enforcement.
                

            


    

    


    
      	 	
              i)

            	
              If
                any Patent Rights are infringed by products or processes in the Licensed
                Field, NaturalNano, after consultation with TI, shall have the right,
                but
                not the obligation, to bring a patent infringement suit and may join
                TI in
                the suit, all at NaturalNano's expense.


            


    

    


    
      	 	
              ii)

            	
              If
                the Patent Rights are infringed by products or processes in and outside
                the Licensed Field, NaturalNano shall, if requested by TI, include
                the
                claims for infringement outside the Licensed Field in any suit it
                brings,
                but only if the parties shall have agreed in writing on a basis for
                allocating damages awarded or license or settlement payments between
                infringements in and outside of the Licensed Field.
                

            


    

    


    
      	 	
              iii)

            	
              NaturalNano’s
                rights include the right to sue for and collect damages for past
                infringements of Patent Rights in the Licensed Field and, if requested
                by
                TI, shall include infringements outside the Licensed Field.
                

            


    

    


    
      	 	
              c)

            	
              Declaratory
                Judgment Suits.
                If a declaratory judgment suit is brought against any Licensee, alleging
                invalidity, unenforceability, or non-infringement of any Patent Rights,
                the Licensee shall provide prompt notice thereof to TI; and TI, at
                its
                option, shall have the right, but not the obligation, within thirty
                (30)
                days after commencement of the suit, to assume the defense of the
                suit at
                its expense.

            


    

    


    
      	 	
              d)

            	
              Cooperation.
                In
                connection with any litigation involving the Patent Rights or Confidential
                Information, TI shall make its then-present and former employees
                and
                consultants available to NaturalNano, subject to payment of reasonable
                fees for their time and reimbursement of out-of-pocket
                expenses.

            


    

    


    
      	 	
              e)

            	
              Recovery.
                Any amount received as an award in or a license or settlement agreement
                entered into pursuant to any claim or suit under paragraph 7(b) shall
                be
                distributed as follows:

            


    

    


    
      	 	
              i)

            	
              First,
                to reimburse the parties, pro
                rata,
                for their out-of-pocket legal fees and expenses incurred in connection
                with the claim or suit; and

            


    

    


    
      	
            	ii)	
              Unless
                otherwise agreed in writing by the parties, the balance shall be
                paid:

            


    

    


    
      	 	
              (1)

            	
              Seventy
                five percent (75%) to NaturalNano;
                and

            


    

    


    
      	 	
              (2)

            	
              Twenty-five
                percent (25%) to TI;

            


    

    


    Payments
      shall be made within thirty (30) days after funds are received and shall be
      accompanied by a report detailing the computation of the payments.

    


    
      
         

      

      
        7

        
          

        

      

      
         

      

    

    
      	
              8)

            	
              Representations
                and Warranties.
                TI
                represents and warrants to NaturalNano
                that:

            


    

    


    
      	 	
              a)

            	
              Right
                and Power.
                TI
                has the right and power to enter into and perform this Agreement
                in
                accordance with its terms.

            


    

    


    
      	 	
              b)

            	
              Ownership.
                TI owns all right, title and interest in and to the Patent Rights
                and the
                Confidential Information, free and clear of liens, security interests,
                charges and other encumbrances. No Patent Right has been abandoned.
                

            


    

    


    
      	 	
              c)

            	
              No
                Other License.
                TI has not granted any other license or covenant not to sue with
                respect
                to any of the Patent Rights or Confidential Information, except for
                the
                Prior License. 

            


    

    


    
      	 	
              d)

            	
              No
                Infringements.
                To TI’s knowledge, with no investigation having been made or required to
                be made, Licensee’s practice of the Patent Rights and Confidential
                Information will not infringe any patent or other right of any third
                party. 

            


    

    


    
      	 	
              e)

            	
              Validity.
                To TI's knowledge, with no investigation having been made or required
                to
                be made, the Patent Rights are valid and enforceable.
                

            


    

    


    
      	 	
              f)

            	
              Agreements
                with Inventors of Patent Rights.
                TI
                has contracts with all inventors of Patent Rights requiring them,
                during
                and after their employment or other engagement by TI, to cooperate
                fully,
                if requested, in all prosecution or litigation of Patent Rights,
                subject
                only to payment of reasonable fees for their time and reimbursement
                of
                out-of-pocket expenses.

            


    

    


    
      	 	
              g)

            	
              Third
                Person Payments.
                Except for amounts due under paragraph 4, no statutory or other
                amount is or will be owed to any other person in connection with
                any
                Patent Right(s), or Confidential
                Information.

            


    

    


    
      	 	
              h)

            	
              No
                Claims.
                No claim has been asserted or threatened by any third-party alleging
                that
                (i) any of the Patent Rights is invalid or unenforceable, or
                (ii) the development, manufacture, use or sale of Licensed Products
                infringes the rights of any third
                person.

            


    

    


    
      	 	
              i)

            	
              No
                Other Warranties.
                Except as set forth in paragraphs 8(a) to (h), TI makes no other
                representations or warranties whatsoever, and there is no warranty
                of
                merchantability or fitness for a particular
                purpose.

            


    

    


    
      	
              9)

            	
              Indemnification;
                Insurance.

            


    

    


    
      	 	
              a)

            	
              Indemnity.
                Any Licensee that manufactures or sells a Licensed Product, shall
                indemnify, defend, and hold harmless TI and its Affiliates, officers,
                employees, agents, successors, and assigns (the "Indemnitees"), against
                any claim, demand, liability or expense (including reasonable attorneys’
                fees and expenses, whether incurred as the result of a third party
                claim
                or a claim to enforce this provision) incurred by or imposed upon
                any of
                the Indemnitees in connection with any third party claims, suits,
                or
                judgments arising out of any theory of liability (including tort,
                warranty, or strict liability suits or claims and whether or not
                such suit
                or claim has a factual basis) concerning any Licensed Product
                (collectively, “Claims”), except to the extent that the damages claimed
                were caused by TI or anyone under its direction or
                control.

            


    

    


    
      
         

      

      
        8

        
          

        

      

      
         

      

    

    
      	 	
              b)

            	
              Procedure.
                The Indemnitees shall provide NaturalNano with prompt written notice
                of
                each Claim for which indemnification is sought. NaturalNano, at its
                expense, shall defend any such Claim. The Indemnitees shall cooperate
                fully in such defense and permit NaturalNano to conduct and control
                the
                defense and the disposition of the Claim (including all decisions
                relative
                to appeal, and settlement); provided, however, that any Indemnitee
                shall
                have the right to retain its own counsel, at the Indemnitee’s expense.
                NaturalNano shall keep TI informed of the progress in the defense
                and
                disposition of any Claim and shall consult with TI with regard to
                any
                proposed settlement. NaturalNano shall obtain the written consent
                of TI to
                any settlement which would adversely affect
                TI.

            


    

    


    
      	 	
              c)

            	
              Insurance.
                

            


    

    


    
      	 	
              i)

            	
              Each
                Licensee that manufactures and/or sells Licensed Products shall maintain
                in full force and effect at all times during the term of this Agreement
                with a reputable commercial insurance carrier, commercial general
                liability insurance of a
                type as may be necessary to protect their interests and fulfill its
                obligations under this Agreement, including without limitation contractual
                liability insurance,
                covering the marketing, sale, distribution, use and performance of
                Licensed Products
                in
                an amount of at least Two
                Million Dollars ($2,000,000)
                per occurrence and Two Million Dollars ($2,000,000) in the
                aggregate.
                

            


    

    


    
      	 	
              ii)

            	
              The
                insurance of subparagraph (i) shall be issued by an insurer licensed
                to practice in, as to Licensee, the State of New York and otherwise
                in the
                State(s) in which the applicable Licensee undertakes activities in
                connection with the exercise of its rights, or an insurer pre-approved
                by
                TI, such approval not to be unreasonably withheld; (ii) shall be
                endorsed to include product liability coverage; and (iii) shall
                require thirty (30) days’ written notice to TI before any cancellation or
                material change. 

            


    

    


    
      	 	
              iii)

            	
              Licensee
                shall, upon request, provide TI with a Certificate of Insurance and
                the
                underlying policy(ies) evidencing compliance with this paragraph
                9(c).
                

            


    

    


    
      
         

      

      
        9

        
          

        

      

      
         

      

    

    
      	
              10)

            	
              Confidential
                Information.
                During
                the term of this Agreement and for three (3) years thereafter, each
                Receiver will:

            


    

    


    
      	 	
              a)

            	
              use
                commercially reasonable efforts, but no less than the protection
                given to
                its own confidential information, to maintain in confidence all
                Confidential Information, including without limitation the financial
                terms
                of this Agreement; 

            


    

    


    
      	 	
              b)

            	
              Disclose
                Confidential Information only:

            


    

    


    
      	 	
              I)

            	
              to
                the Receiver’s employees, consultants and legal, financial and business
                advisors who reasonably need to know such information for the Receiver
                to
                perform its obligations or otherwise conduct its activities hereunder;
                or

            


    

    


    
      	 	
              II)

            	
              As
                required by court order,
                statute,
                governmental regulation or securities exchange rule, upon at least
                thirty
                (30) days prior notice to TI.

            


    

    


    
      	
              11)

            	
              Termination.

            


    

    


    
      	 	
              a)

            	
              Termination
                by TI.
                TI may terminate this Agreement and the rights granted hereunder
                to
                Licensee if:

            


    

    


    
      	 	
              i)

            	
              Licensee
                breaches any material provision of this Agreement and has not cured
                the
                breach within thirty (30) days after notice from TI specifying the
                nature
                of the breach in reasonable detail;
                or

            


    

    


    
      	 	
              ii)

            	
              Licensee
                or any Sublicensees do not achieve a commercial roll-out of the sale
                of a
                Licensed Product within three (3) years from the Effective Date;
                or
                

            


    

    


    
      	 	
              iii)

            	
              NaturalNano
                does not pay TI annual sums under paragraphs 4(a) and (b) of at least
                Twenty Five Thousand Dollars ($25,000) for calendar year 2009 and
                at least
                Fifty Thousand Dollars ($50,000) per calendar year thereafter; or
                

            


    

    


    
      	 	
              iv)

            	
              NaturalNano
                generally ceases to conduct
                business.

            


    

    


    
      	 	
              b)

            	
              Termination
                by NaturalNano.
                NaturalNano may terminate this Agreement with or without cause, on
                thirty
                (30) days’ written notice to TI.

            


    

    


    
      	 	
              c)

            	
              Bankruptcy.
                All rights and licenses granted under or pursuant to this Agreement
                by TI
                to the Licensees are, for all purposes of paragraph 365(n) of
                Title 11 of the United States Code (“Title 11”) or other
                relevant bankruptcy or insolvency law (collectively, “Law”), licenses of
                rights to “intellectual property” as defined in Title 11 or such
                other Law. 

            


    

    


    
      	 	
              d)

            	
              Effects
                of Termination.
                

            


    

    


    
      	 	
              i)

            	
              Nothing
                herein will release any party from any obligation that matured prior
                to
                the effective date of any termination of this Agreement. Subject
                to the
                foregoing, paragraphs 2(d), 5, 6, 9, 10 and 13 will survive termination
                of
                this Agreement. 

            


    

    


    
      
         

      

      
        10

        
          

        

      

      
         

      

    

    
      	 	
              ii)

            	
              Each
                Licensee may, after termination, sell all Licensed Products then
                in
                inventory or work-in-process, provided the Licensee makes the applicable
                payments under paragraph 4(b). 

            


    

    


    
      	 	
              iii)

            	
              All
                Sublicenses shall remain in full force and effect after termination
                of
                this Agreement for any reason; and NaturalNano or the Sublicensee,
                shall
                make all payments to TI with respect to Revenues that NaturalNano
                would
                otherwise have been obligated to make
                hereunder.

            


    

    


    
      	 	
              e)

            	
              Return
                of Information.
                Upon termination of this Agreement, each Receiver will return all
                applicable Confidential Information supplied to Receiver, except
                that
                Receiver’s counsel may keep one archival
                copy.

            


    

    


    
      	
              12)

            	
              General
                Compliance with Laws.

            


    

    


    
      	 	
              a)

            	
              Compliance
                with Laws.
                TI shall comply with all local, state, federal, and international
                laws and
                regulations relating to its performance under this Agreement, including
                but not limited to the development, manufacture, use, and sale of
                any
                Licensed Product, including export control laws. Without limiting
                the
                generality of this paragraph, NaturalNano shall be responsible for
                the
                preparation and submission of all applications relating to any required
                regulatory approval of any Licensed Product, whether by the FDA or
                other
                regulatory body.

            


    

    


    
      	 	
              b)

            	
              Marking.
                Each Licensee shall mark all Licensed Products with the number of
                each
                applicable patent of the Patent Rights. NaturalNano shall provide
                Licensor
                with written notice of compliance with this paragraph by December
                31 of
                each year.

            


    

    


    
      	13)	
              Arbitration
                of Disputes.
                Any dispute under this Agreement shall be resolved by an arbitration
                proceeding conducted in Rochester, NY under the then-prevailing Rules
                for
                Commercial Arbitration and the Patent Arbitration Rules, as applicable,
                of
                the American Arbitration Association (“AAA”).


            


    

    


    
      	 	
              a.

            	
              The
                proceeding shall be conducted by one (1) arbitrator, reasonably acceptable
                to the parties, who is a patent attorney with at least twenty (20)
                years
                of experience, of which ten (10) years or more have been spent (at
                least
                in substantial part) handling licensing transactions.
                

            


    

    


    
      	 	
              b.

            	
              The
                fees of the mediator and the AAA shall be divided equally between
                the
                parties.

            


    

    


    
      	 	
              c.

            	
              The
                parties shall cooperate in good faith to proceed to an arbitration
                hearing
                within six (6) months after the Demand for Arbitration shall have
                been
                filed with the AAA. 

            


    

    


    
      	 	
              d.

            	
              The
                arbitrator’s authority shall include the powers, in his/her discretion,
                to: 

            


    

    


    
      	 	
              i.

            	
              Expedite
                the proceeding;

            


    

    


    
      
         

      

      
        11

        
          

        

      

      
         

      

    

    
      	 	
              ii.

            	
              Permit
                limited discovery, including production of documents and depositions,
                to
                the extent required by the parties; and


            


    

    


    
      	 	
              iii.

            	
              Award
                the prevailing party its attorneys’ fees and out-of-pocket expenses,
                including its share of the mediator and AAA fees.
                

            


    

    


    
      	 	
              e.

            	
              The
                decision of the arbitrator shall be confidential, final and binding,
                and
                may be entered and enforced in any court of competent jurisdiction.
                

            


    

    


    14)
      Miscellaneous.

    


    a.
      Notices.
      Any
      notices required or permitted by this Agreement shall be in writing and
      personally delivered or sent by prepaid express courier service, signature
      requested. Notices shall be effective upon receipt. Notices shall be sent to
      the
      addresses of the parties specified on the first page of this Agreement or such
      other address as given by proper notice. 

    


    b.
      Governing Laws.
      This
      Agreement will be governed by and construed in accordance with New York law,
      without reference to conflicts of laws principles. 

    


    c.
      Entire Agreement.
      This
      Agreement contains the entire agreement of the parties with respect to its
      subject matter, and supersedes all previous agreements and understandings,
      written or oral, express or implied. This Agreement may only be amended by
      a
      writing signed by the parties. 

    


    d.
      Successors and Assigns.
      This
      Agreement is binding upon the parties and their successors and permitted
      assigns. Neither party may assign its rights or obligations hereunder without
      the prior written consent of the other, except that NaturalNano may assign
      this
      Agreement in connection with its merger or the acquisition of all or
      substantially all of the assets to which this Agreement relates.

    


    e.
      Counterparts.
      This
      Agreement may be signed in two or more counterparts, each of which will be
      deemed an original, but all of which together will constitute one and the same
      instrument.

    


    f.
      Headings.
      The
      headings contained in this Agreement are for reference purposes only and will
      not affect in any way the meaning or interpretation of this
      Agreement.

    


    
      
         

      

      
        12

        
          

        

      

      
         

      

    


    In
      witness whereof,
      the
      parties have executed this Agreement by their duly authorized
      representatives.

    


    


    Technology
      Innovations, LLC

    


    


    By
                /s/ Michael
      Weiner        
                     


    Michael
      Weiner, CEO

    


    NaturalNano,
      Inc.

    


    By          
      /s/ Michael
      Riedlinger                         


    Michael
      Riedlinger, President

    
      
         

      

      
        13

        
          

        

      

      
         

      

    


    EXHIBIT
      A

    


    
      	
              BI
                Reference Number

            	
              Filing
                Date

            
	
              1034312-000015

            	
              Oct.
                6, 2005

            
	
              1034312-000016

            	
              Oct.
                7, 2005

            
	
              1034312-000032

            	
              Jan.
                25, 2005

            
	
              1034312-000033

            	
              May
                20, 2005

            
	
              1034312-000036

            	
              July
                18, 2005

            
	
              1034312-000038

            	
              April
                5, 2005

            


    

    


    


    
      
         

      

      
        14