Exhibit
        10.2

       

      JOINT
        RESEARCH AGREEMENT ASSIGNMENT


      AND
        NON-DISCLOSURE AGREEMENT

      


      JOINT
        RESEARCH AGREEMENT

      


      This
        Joint Research Agreement ("JRA")
        is
        effective as of May 25, 2005 by and between Nanolution,
        LLC
        ("Nanolution")
        and
NaturalNano
        Inc.
        ("NaturalNano")
        (also
        referred to herein as "the Parties"). 

      


      The
        parties have agreed to conduct and support joint research in the field of
        drug
        delivery utilizing naturally occurring halloysite nanotechnologies ("the
        Project"). This JRA covers the exchange of ideas and information as well
        as the
        performance of experimental, developmental, and/or research work ("the Work")
        performed under the Project, and the ownership of confidential or proprietary
        information, including any intellectual property. 

      


      The
        term
        of the Project shall be from May 25, 2005 and shall continue at least until
        the
        desired drug delivery technology has been proven commercially viable, or
        until
        mutually terminated by both parties. 

      


      The
        Work
        performed as a result of the Project shall be subject to this JRA regardless
        of
        where the Work is performed or by whom. In addition, all intellectual property,
        including but not limited to inventions, conceptions, ideas, know-how,
        discoveries, processes, machines, manufactures,
        compositions of matter, formulations, processes, biological material, biological
        methods, or any improvements thereof, whether or not patentable or suitable
        for
        other form of exclusive right or legal protection, conceived, made or derived
        during the course of Work within the Project under this JRA shall be owned
        by
        and assigned to the Parties as follows: 

      


      
        	 	
                ·

              	
                All
                  medical uses and inventions that arise out of this JRA shall be
                  owned by
                  Nanolution. 

              


      

      


      
        	 	
                ·

              	
                All
                  purification processes for raw halloysite and all non-medical applications
                  that arise out of this JRA shall be owned by NaturalNano.
                  

              


      

       

      
        	For:
                NANOLUTION, LLC	 	 	For:
                NATURALNANO INC.
	 	 	 	 
	 	 	 	 
	 	 	 	 
	
                
                  

                

                Name:
                  John Lanzafame

                Title:
                  President

              	 	 	
                
                  

                

                Name:
                  Michael Riedlinger

                Title:
                  President

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      NON-DISCLOSURE
        AGREEMENT 

      


      The
        Parties acknowledge that each owns certain CONFIDENTIAL INFORMATION, as defined
        herein, which might relate to the inventions, conceptions, ideas, know-how,
        discoveries, processes, machines, manufactures, compositions of matter,
        formulations, processes, biological material, biological methods, or any
        improvements thereof, whether or not patentable or suitable for other form
        of
        exclusive right or legal protection, conceived, made or derived during the
        course of Work within the Project under this JRA; and 

      


      The
        Parties are willing to disclose to each other such necessary CONFIDENTIAL
        INFORMATION provided each Party preserves the confidential nature of the
        other
        Party's INFORMATION and uses it solely for purposes of this Agreement.


      


      The
        Parties agree as follows: 

      


      1.
        "CONFIDENTIAL INFORMATION" as used in this Agreement means all technical
        or
        business information disclosed by one of the Parties to another pursuant
        to the
        JRA that is identified at the time of disclosure or within thirty (30) days
        thereafter as being confidential and proprietary. No information will be
        regarded as CONFIDENTIAL INFORMATION if the Party to which it is disclosed
        can
        show by competent proof that such information 

      


      (a)
        was
        at the time of disclosure, or subsequently became, through no fault of the
        receiving Party, known to the general public through publication or otherwise;
        or 

      


      (b)
        was,
        subsequent to disclosure to a Party, lawfully and independently received
        by that
        Party from a third party who had the right to disclose it without restriction.
        

      


      Specific
        aspects or details of CONFIDENTIAL INFORMATION shall not be deemed to be
        within
        the public domain or in the possession of a Party merely because the
        CONFIDENTIAL INFORMATION is embraced by general disclosures in the public
        domain
        or in the possession of a Party. In addition, any combination of CONFIDENTIAL
        INFORMATION shall not be considered in the public domain or in the possession
        of
        a Party merely because individual elements thereof are in the public domain
        or
        in the possession of that Party unless the combination and its principles
        are in
        the public domain or in the possession of that Party. 

      


      2.
        Any
        Party, at its discretion, may disclose to another Party any CONFIDENTIAL
        INFORMATION that the disclosing Party, in its reasonable judgment, believes
        is
        sufficient to enable the receiving Party to arrive at conceptions, ideas,
        innovations, discoveries, inventions, compositions, biological material,
        biological methods, whether or not patentable or susceptible to any other
        form
        of legal protection, during performance Under the IRA. Any Party may also
        cause
        such disclosures to be made to the other Party on behalf of the disclosing
        Party
        by third parties who are Under obligations of confidentiality to the disclosing
        Party; such disclosures from third parties shall be deemed to be disclosures
        by
        the disclosing Party. 

       

      
        
          
          

        

        
          -
            2
            -

          
            

          

        

        
          
          

        

      


      3.
        In
        consideration of each and every disclosure of CONFIDENTIAL INFORMATION, the
        Parties agree to: 

      


      (a)
        treat
        as confidential and to preserve the confidentiality of all CONFIDENTIAL
        INFORMATION; 

      


      (b)
        use
        any and all CONFIDENTIAL INFORMATION solely in connection with the performance
        of the IRA and for no other purpose; 

      


      (c)
        make
        no disclosures of any CONFIDENTIAL INFORMATION to any party other than officers
        and employees of a Party to this IRA; 

      


      (d)
        limit
        access to CONFIDENTIAL INFORMATION to those officers and employees having
        a
        reasonable need for such INFORMATION and being boUnd by a written obligation
        to
        maintain the confidentiality of such INFORMATION; and 

      


      (e)
        maintain in confidence any information regarding the nature or scope of any
        transaction between the Parties, except to the extent such information must
        be
        disclosed pursuant to law, and then only after notifying the other Party
        of such
        requirement. 

      


      Any
        obligation imposed by this paragraph 3 may be waived in writing by a Party
        as to
        particular CONFIDENTIAL INFORMATION and to a particular use or disclosure.
        Any
        such waiver will have a one-time effect and will not apply to any subsequent
        situation regardless of its similarity. 

      


      4.
        All
        CONFIDENTIAL INFORMATION will remain the property of the disclosing Party
        and,
        upon request of the disclosing Party, the receiving Party shall promptly
        return
        to the disclosing Party all CONFIDENTIAL INFORMATION, or any part or
        reproduction thereof. 

      


      5.
        The
        obligations of each and every Party, and each employee and officer of each
        Party
        Under this Agreement will expire five (5) years from the termination of the
        JRA.


      


      6.
        This
        Agreement is subject to the laws (excluding conflicts rules) of the State
        of New
        York. 

       

      
        
          
          

        

        
          -
            3
            -

          
            

          

        

        
          
          

        

      


      7.
        The
        terms and provisions of this Agreement will inure to the benefit of the Parties,
        their respective successors and assigns and will be binding on said successors
        and assigns. This paragraph notwithstanding, neither Party may disclose any
        CONFIDENTIAL INFORMATION to any successor or assign absent prior written
        consent
        of the disclosing Party. 

      


      8.
        The
        Parties understand and agree that no right or license under any patent, patent
        application, or know-how is granted to any other Party or any other person
        by
        this Agreement or by any disclosure of any CONFIDENTIAL INFORMATION.


      


      IN
        WITNESS WHEREOF, the parties have executed this Agreement on the date first
        written above. 

      


      
        	For:
                NANOLUTION, LLC	 	For:
                NATURALNANO INC.
	 	 	 	 	 
	 	 	 	 	 
	By:	 	 	By:	 
	 	
                
                  

                

                Name:
                  John Lanzafame

                Title:
                  President

              	 	 	
                
                  

                

                Name:
                  Michael Riedlinger

                Title:
                  President

              


      

       


      
        
          
          

        

        
          -
            4
            -