Exhibit
        4.4

      
 

      SUBSCRIPTION
        AGREEMENT

       

       

       

       

       

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Print
        Name of Subscriber:_____________

      Amount
        Subscribed For: $____________

      


      SUBSCRIPTION
        AGREEMENT

      


      For
        the Purchase of Convertible Note 

      of

      NaturalNano,
        Inc.

      


      This
        SUBSCRIPTION AGREEMENT (the “Subscription Agreement”) sets forth the terms by
        which the undersigned (sometimes also referred to as the “subscriber”) hereby
        subscribes for a Convertible Promissory (“Note” or “Securities”) of NaturalNano,
        Inc., a Delaware corporation (the “Company”). The Company is offering for
        purchase Notes in the aggregate amount of $1,000,000 (subject to increase,
        at
        the Company’s sole discretion)(the “Offering”).

      


      The
        Notes
        will be offered by the Company on a best efforts basis but may utilize the
        services of selected registered broker-dealers. The Notes shall be offered
        only
        to “Accredited Investors,” as such term is defined under Rule 501(a) of the
        Securities Act of 1933, as amended (the “Act”), including, without limitation,
        entities within such definition, without registration, pursuant to the exemption
        from registration created by Regulation D under the Act. The Offering will
        commence on June 6, 2005, and shall terminate on July 31, 2005, unless extended
        by the Company in its sole discretion and without notice to any subscriber
        (the
“Offering Period”).

      


      The
        subscriber agrees to pay the purchase price listed on the signature page
        as a
        subscription for the Note being purchased hereunder. The entire purchase
        price
        is due and payable upon the execution of this Subscription Agreement, and
        shall
        be paid by check, subject to collection, or by wire transfer. The Company
        shall
        have the right to reject this subscription in whole or in part.

      


      The
        Company, at its discretion, will hold a closing on, and issue, the Notes
        upon
        the receipt and acceptance by the Company of Subscription Agreements (“First
        Closing”). As additional subscriptions are received and accepted by the Company,
        the Company will hold additional closings as the Company deems necessary
        until
        (i) it has received and accepted subscriptions for the entire offering or
        (ii)
        the Termination Date, whichever occurs first.

      


      


      


      PROSPECTIVE
        INVESTORS SHOULD RETAIN THEIR OWN PROFESSIONAL 

      ADVISORS
        TO REVIEW AND EVALUATE THE ECONOMIC, TAX AND OTHER 

      CONSEQUENCES
        OF AN INVESTMENT IN THE COMPANY.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      THE
        SECURITIES ARE OFFERED PURSUANT TO THIS SUBSCRIPTION AGREEMENT AND THE OTHER
        DOCUMENTS ANNEXED HERETO (COLLECTIVELY, THE “OFFERING MATERIALS”), WHICH
        OFFERING MATERIALS HAVE NOT BEEN FILED OR REGISTERED WITH OR APPROVED BY
        THE
        SECURITIES AND EXCHANGE COMMISSION (THE “COMMISSION”), NOR HAS THE COMMISSION
        PASSED UPON THE ACCURACY OR ADEQUACY OF THE OFFERING MATERIALS. NO STATE
        SECURITIES LAW ADMINISTRATOR HAS PASSED ON OR ENDORSED THE MERITS OF THIS
        OFFERING OR THE ACCURACY OR THE ADEQUACY OF THE OFFERING MATERIALS. ANY
        REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

      


      IT
        IS INTENDED THAT THE SECURITIES OFFERED HEREBY WILL BE MADE AVAILABLE ONLY
        TO
“ACCREDITED INVESTORS,” AS DEFINED IN RULE 501 OF REGULATION I PROMULGATED UNDER
        THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”). THE SECURITIES OFFERED
        HEREBY ARE BEING OFFERED PURSUANT TO AN EXEMPTION FROM THE REGISTRATION
        REQUIREMENTS OF THE 1933 ACT AND APPLICABLE STATE SECURITIES LAWS FOR NONPUBLIC
        OFFERINGS. SUCH EXEMPTIONS LIMIT THE NUMBER AND TYPES OF INVESTORS TO WHICH
        THE
        OFFERING WILL BE MADE AND RESTRICT SUBSEQUENT TRANSFERS OF THE
        INTERESTS.

      


      THE
        SECURITIES OFFERED HEREBY SHOULD BE CONSIDERED ONLY BY PERSONS WHO CAN AFFORD
        TO
        SUSTAIN A LOSS OF THEIR ENTIRE INVESTMENT. INVESTORS WILL BE REQUIRED TO
        REPRESENT THAT THEY ARE FAMILIAR WITH AND UNDERSTAND THE TERMS OF THIS
        OFFERING.

      


      NO
        SECURITIES MAY BE RESOLD OR OTHERWISE DISPOSED OF BY AN INVESTOR UNLESS,
        IN THE
        OPINION OF COUNSEL SATISFACTORY TO THE COMPANY, REGISTRATION UNDER THE
        APPLICABLE FEDERAL OR STATE SECURITIES LAWS IS NOT REQUIRED OR COMPLIANCE
        IS
        MADE WITH SUCH REGISTRATION REQUIREMENTS.

      


      WE
        DRAW YOUR ATTENTION TO THE ANTIFRAUD PROVISIONS OF THE FEDERAL AND STATE
        SECURITIES LAWS, PARTICULARLY RULE 10b5 UNDER THE SECURITIES EXCHANGE ACT
        OF
        1934, AS AMENDED, WHICH PROHIBITS THE PURCHASE OR SALE OF SECURITIES ON THE
        BASIS OF MATERIAL NONPUBLIC INFORMATION. IN LIGHT OF THESE PROVISIONS, INCLUDING
        RULE l0b5, WE ADVISE YOU THAT, IF YOU ARE IN POSSESSION OF MATERIAL INFORMATION
        RELATING TO THE COMPANY WHICH YOU KNOW OR HAVE REASON TO KNOW IS NONPUBLIC,
        YOU
        SHOULD NOT PURCHASE OR SELL OR CAUSE TO BE PURCHASED OR SOLD ANY OF THE
        COMPANY’S SECURITIES. IN ADDITION, YOU SHOULD NOT DISCLOSE ANY OF SUCH
        INFORMATION UNLESS AND UNTIL SUCH INFORMATION HAS BEEN PUBLICLY
        DISCLOSED.

      


      THE
        OFFERING MATERIALS ARE SUBMITTED IN CONNECTION WITH THE PRIVATE PLACEMENT
        OF THE
        SECURITIES AND DO NOT CONSTITUTE AN OFFER OR SOLICITATION BY ANYONE IN ANY
        JURISDICTION IN WHICH SUCH AN OFFER OR SOLICITATION IS NOT AUTHORIZED. IN
        ADDITION, THE OFFERING MATERIALS CONSTITUTE AN OFFER ONLY IF A NAME AND
        IDENTIFICATION NUMBER APPEAR IN THE APPROPRIATE SPACES PROVIDED ON THE COVER
        PAGE AND CONSTITUTE AN OFFER ONLY TO THE PERSON WHOSE NAME APPEARS THEREON.
        ANY
        REPRODUCTION OR DISTRIBUTION OF THE OFFERING MATERIALS IN WHOLE OR IN PART,
        OR
        THE DIVULGENCE OF ANY OF THEIR CONTENTS, WITHOUT THE PRIOR WRITTEN CONSENT
        OF
        THE COMPANY, IS PROHIBITED. ANY PERSON ACTING CONTRARY TO THE FOREGOING
        RESTRICTIONS MAY PLACE HIMSELF AND THE COMPANY IN
        VIOLATION OF FEDERAL OR STATE SECURITIES LAWS.

      


      THE
        COMPANY RESERVES THE RIGHT TO ACCEPT OR REJECT ANY SUBSCRIPTION FOR SECURITIES,
        IN WHOLE OR IN PART, OR TO ALLOT TO ANY PROSPECTIVE INVESTOR FEWER THAN THE
        NUMBER OF SECURITIES SUCH INVESTOR DESIRES TO
        PURCHASE.


      
        
          
          

        

        
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      IN
        DECIDING WHETHER TO PURCHASE SECURITIES, EACH INVESTOR MUST CONDUCT AND RELY
        ON
        ITS OWN EVALUATION OF THE COMPANY AND THE TERMS OF THE OFFERING, INCLUDING
        THE
        MERITS AND RISKS INVOLVED IN MAKING AN INVESTMENT DECISION WITH RESPECT TO
        THE
        SECURITIES. PROSPECTIVE INVESTORS SHOULD NOT CONSTRUE THE CONTENTS OF THE
        OFFERING MATERIALS OR ANY PRIOR OR SUBSEQUENT COMMUNICATIONS FROM THE COMPANY,
        OR ANY PROFESSIONAL ASSOCIATED WITH THE OFFERING, AS LEGAL OR TAX ADVICE.
        THE
        OFFEREE AUTHORIZED TO RECEIVE THE OFFERING MATERIALS SHOULD CONSULT ITS OWN
        TAX
        COUNSEL, ACCOUNTANT OR BUSINESS ADVISOR, RESPECTIVELY, AS TO LEGAL, TAX AND
        RELATED MATTERS CONCERNING ITS PURCHASE OF THE SECURITIES.

      


      THE
        INFORMATION PRESENTED HEREIN WAS PREPARED BY THE COMPANY AND IS BEING FURNISHED
        SOLELY FOR USE BY PROSPECTIVE INVESTORS IN CONNECTION WITH THE OFFERING.
        THE
        INFORMATION CONTAINED IN THE OFFERING MATERIALS HAS BEEN SUPPLIED BY THE
        COMPANY
        AND HAS BEEN INCLUDED HEREIN IN RELIANCE ON THE COMPANY.

      


      EXCEPT
        AS OTHERWISE INDICATED, THE OFFERING MATERIALS SPEAK AS OF THE DATE HEREOF.
        NEITHER THE DELIVERY OF THE OFFERING MATERIALS NOR ANY SALE MADE HEREUNDER
        SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY
        IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY AFTER
        THE DATE HEREOF.

      


      NO
        GENERAL SOLICITATION WILL BE CONDUCTED AND NO OFFERING LITERATURE OR ADVERTISING
        IN ANY FORM
        WILL OR MAY BE EMPLOYED IN THE OFFERING OF THE SECURITIES, EXCEPT FOR THE
        OFFERING MATERIALS (INCLUDING AMENDMENTS OR SUPPLEMENTS HERETO). NO PERSON
        IS
        AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED
        IN THE OFFERING MATERIALS AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION OR
        REPRESENTATION MUST NOT BE RELIED UPON.

      


      BY
        ACCEPTING DELIVERY OF ANY OFFERING MATERIAL, THE OFFEREE AGREES (I) TO KEEP
        CONFIDENTIAL THE CONTENTS THEREOF, AND NOT TO DISCLOSE THE SAME TO ANY THIRD
        PARTY OR OTHERWISE USE THE SAME FOR ANY PURPOSE OTHER THAN EVALUATION BY
        SUCH
        OFFEREE OF A POTENTIAL PRIVATE INVESTMENT IN THE COMPANY AND (II) TO RETURN
        THE
        SAME TO THE COMPANY IF (A) THE OFFEREE DOES NOT SUBSCRIBE TO PURCHASE ANY
        SECURITIES, (B) THE OFFEREE’S SUBSCRIPTION IS NOT ACCEPTED, OR (C) THE OFFERING
        IS TERMINATED OR WITHDRAWN.

      


      THE
        COMPANY WILL MAKE AVAILABLE TO ANY PROSPECTIVE INVESTOR, PRIOR TO THE CLOSING,
        THE OPPORTUNITY TO ASK QUESTIONS OF AND TO RECEIVE ANSWERS FROM REPRESENTATIVES
        OF THE COMPANY CONCERNING THE COMPANY OR THE TERMS AND CONDITIONS OF THE
        OFFERING AND TO OBTAIN ANY ADDITIONAL RELEVANT INFORMATION TO THE EXTENT
        THE
        COMPANY POSSESSES SUCH INFORMATION OR CAN OBTAIN IT WITHOUT UNREASONABLE
        EFFORT
        OR EXPENSE. INVESTORS AGREE TO ADVISE THE COMPANY IN WRITING IF THEY ARE
        RELYING
        UPON ANY SUCH INFORMATION.

      


      FOR
        RESIDENTS OF ALL STATES

      


      IN
        MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION
        OF
        THE ISSUER AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS
        INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE
        SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING
        AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF
        THIS
        DOCUMENT.


      
        
          
          

        

        
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      THESE
        SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND
        MAY NOT
        BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE 1933 ACT AND THE
        APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION
        THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE
        FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF
        TIME.

      


      FOR
        FLORIDA RESIDENTS

      


      THE
        SECURITIES REFERRED TO HEREIN WILL BE SOLD TO, AND ACQUIRED BY, THE HOLDER
        IN A
        TRANSACTION EXEMPT UNDER §517.061 OF THE FLORIDA SECURITIES ACT. THE SECURITIES
        HAVE NOT BEEN REGISTERED UNDER SAID ACT IN THE STATE OF FLORIDA. IN ADDITION,
        ALL FLORIDA RESIDENTS SHALL HAVE THE PRIVILEGE OF VOIDING THE PURCHASE WITHIN
        THREE (3) DAYS AFTER THE FIRST TENDER OF CONSIDERATION IS MADE
        BY SUCH
        PURCHASER TO THE ISSUER, AN AGENT OF THE ISSUER OR AN ESCROW
        AGENT OR WITHIN THREE (3) DAYS AFTER THE AVAILABILITY OF THAT PRIVILEGE IS
        COMMUNICATED TO SUCH INVESTOR, WHICHEVER OCCURS LATER.

      


      FOR
        NEW JERSEY RESIDENTS

      


      THESE
        SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE BUREAU OF SECURITIES
        OF
        THE STATE OF NEW JERSEY NOR HAS THE BUREAU PASSED ON OR ENDORSED THE MERITS
        OF
        THIS OFFERING. THE FILING OF THE WITHIN OFFERING DOES NOT CONSTITUTE APPROVAL
        OF
        THE ISSUE OR SALE THEREOF BY THE BUREAU OF SECURITIES. ANY REPRESENTATION
        TO THE
        CONTRARY IS UNLAWFUL.

      


      FOR
        NEW YORK RESIDENTS

      


      THE
        OFFERING MATERIALS HAVE NOT BEEN REVIEWED BY THE ATTORNEY GENERAL OF THE
        STATE
        OF NEW YORK PRIOR TO THEIR ISSUANCE AND USE. THE ATTORNEY GENERAL OF THE
        STATE
        OF NEW YORK HAS NOT PASSED ON OR ENDORSED THE MERITS OF THIS OFFERING. ANY
        REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

      


      THE
        OFFERING MATERIALS DO NOT CONTAIN AN UNTRUE STATEMENT OF A MATERIAL FACT
        OR OMIT
        TO STATE A MATERIAL FACT NECESSARY TO MAKE THE STATEMENTS MADE IN LIGHT OF
        THE
        CIRCUMSTANCES UNDER WHICH THEY WERE MADE NOT MISLEADING. THEY CONTAIN A FAIR
        SUMMARY OF THE MATERIAL TERMS AND DOCUMENTS PURPORTED TO BE SUMMARIZED HEREIN,
        TO THE EXTENT ANY SUCH SUMMARIES ARE SO INCLUDED.

      


      FOR
        TEXAS RESIDENTS

      


      THE
        SECURITIES HAVE NOT BEEN REGISTERED UNDER THE 1933 ACT OR THE TEXAS ACT AND
        ARE
        BEING SOLD IN RELIANCE UPON THE EXEMPTION CONTAINED IN SECTION 5(1)(a) AND
        RULE
        109.13 OF SUCH ACT. THESE SECURITIES CANNOT BE SOLD, TRANSFERRED OR OTHERWISE
        DISPOSED OF TO ANY PERSON OR ENTITY UNLESS SUBSEQUENTLY REGISTERED UNDER
        THE
        1933 ACT AND/OR THE TEXAS ACT OR EXEMPTION THEREFROM.

      


      The
        subscriber acknowledges that the Note being purchased hereunder will not
        be
        registered under the 1933 Act, or the securities laws of any State, that
        absent
        an exemption from registration contained in those laws, the issuance and
        sale of
        the Note, or the shares into which the Note is converted, would require
        registration, and that the Company’s reliance upon such exemption is based upon
        the subscriber’s representations, warranties, and agreements contained in the
        Offering Materials.


      
        
          
          

        

        
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      REPRESENTATIONS,
        WARRANTIES AND AGREEMENTS OF SUBSCRIBER

      


      
        
          1.    The
            subscriber represents, warrants, and agrees as follows:

           

        

      

      (a)    The
        subscriber agrees that this Subscription Agreement is and shall be
        irrevocable.

      


      (b)    The
        subscriber has carefully read the Offering Materials, all of which the
        subscriber acknowledges have been provided to the subscriber. The subscriber
        has
        been given the opportunity to ask questions of, and receive answers from,
        the
        Company concerning the terms and conditions of this Offering and the Offering
        Materials and to obtain such additional written information, to the extent
        the
        Company possesses such information or can acquire it without unreasonable
        effort
        or expense, necessary to verify the accuracy of same as the subscriber desires
        in order to evaluate the investment. The subscriber further acknowledges
        that he
        or she fully understands the Offering Materials, and the subscriber has had
        the
        opportunity to discuss any questions regarding any of the Offering Materials
        with his or her counsel or other advisor. Notwithstanding the foregoing,
        the
        only information upon which the subscriber has relied is that set forth in
        the
        Offering Materials and his or her own independent investigation. The subscriber
        acknowledges that the subscriber has received no representations or warranties
        from the Company, or its respective officers, directors, stockholders, employees
        or agents in making this investment decision other than as specifically set
        forth in the Offering Materials.

      


      (c)    The
        subscriber is aware that the purchase of the Note is a speculative investment
        involving a high degree of risk and that there is no guarantee that the
        subscriber will realize any gain from this investment, and that the subscriber
        could lose the total amount of the subscriber’s investment. The subscriber
        acknowledges that the subscriber has satisfied itself as to its awareness
        of all
        of the risk factors related to the purchase of the Note.

      


      (d)    The
        subscriber understands that no federal or state agency or authority has made
        any
        finding or determination regarding the fairness of this Offering of the Note
        for
        investment, or any recommendation or endorsement of this Offering of the
        Note.

      


      (e)    The
        subscriber is purchasing the Note for the subscriber’s own account, with the
        intention of holding the Note, with no present intention of dividing or allowing
        others to participate in this investment or of reselling or otherwise
        participating, directly or indirectly, in a distribution of the Note, and
        shall
        not make any sale, transfer, or pledge thereof without registration under
        the
        1933 Act and any applicable securities laws of any state or other jurisdiction
        or unless an exemption from registration is available under those laws to
        the
        satisfaction of the Company and its counsel.

      


      (f)    The
        subscriber represents that the subscriber, if an individual, has adequate
        means
        of providing for his or her current needs and personal and family contingencies
        and has no need for liquidity in this investment in the Note. The subscriber
        represents that the subscriber is an “Accredited Investor” as defined in Rule
        501(a) of Regulation D promulgated under the 1933 Act, as evidenced by meeting
        at least one of the following standards:

      


      (i)    the
        Investor is a natural person and had individual income (i.e.,
        not
        including, if applicable, income of the Investor’s spouse) in excess of $200,000
        in the two previous years and reasonably expects to have income in excess
        of
        $200,000 in the present year, or he, she and his or her spouse had joint
        income
        in excess of $300,000 in the two previous years and reasonably expect to
        have
        joint income of $300,000 in the present year;

       

      
        
          
          

        

        
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      (ii)    the
        Investor is a natural person and his or her net worth at the time of his
        or her
        purchase of the Note (i.e.,
        excess
        of total assets over total liabilities), inclusive of home, home furnishings
        and
        automobiles, either individually or jointly with his or her spouse, exceeds
        $1,000,000;

      


      (iii)    the
        Investor is an organization defined in Section 501(c)(3) of the Internal
        Revenue
        Code, business trust, partnership, or corporation with total assets in excess
        of
        $5,000,000, which was not formed for the specific purpose of acquiring the
        Note;

      


      (iv)    any
        trust
        with total assets in excess of $5,000,000, not formed for the specific purpose
        of acquiring the Note, whose purchase is directed by a sophisticated person
        as
        described in Rule 506(b)(2)(ii);

      


      (v)    the
        Investor is an employee benefit plan within the meaning of ERISA and (i)
        the
        Investor’s investment decision is made by a plan fiduciary, as defined in
        Section 3(21) of ERISA, that is either a bank, savings and loan association,
        insurance company, or registered investment advisor, (ii) the investor’s total
        assets are in excess of $5,000,000 or (iii), if a self-directed plan, the
        Investor’s investment decisions are made solely by persons who are Accredited
        Investors;

      


      (vi)    the
        Investor is a bank as defined in Section 3(a)(2) of the Securities Act; any
        savings and loan association or other institution as defined in Section
        3(a)(5)(A) of the Securities Act whether acting in its individual or fiduciary
        capacity; any broker or dealer registered pursuant to Section 5 of the
        Securities Exchange Act of 1934; an insurance company as defined in Section
        2(13) of the Securities Act; an investment company registered under the
        Investment Company Act of 1940, as amended; a Small Business Investment Company
        licensed by the U.S. Small Business Administration under Section 301(c) or
        (d)
        of the Small Business Investment Act of 1958; any plan established and
        maintained by a state, its political subdivisions, or any agency or
        instrumentality thereof, for the benefit of its employees, if such plan has
        total assets in excess of $5,000,000; or a private business development company
        as defined in Section 202(a)(22) of the Investment Advisers Act of 1940;
        or

      


      (vii)    the
        Investor is an entity in which all of the equity owners would qualify as
        “Accredited Investors.”

      


      The
        subscriber has no reason to anticipate any material change in his or her
        personal financial condition for the foreseeable future.

      


      (g)    The
        subscriber is financially able to bear the economic risk of this investment,
        including the ability to hold the Note indefinitely or to afford a complete
        loss
        of his or her investment in the Note.


      


      
        
          
          

        

        
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      (h)    The
        subscriber represents that the subscriber’s overall commitment to investments
        which are not readily marketable is not disproportionate to the subscriber’s net
        worth, and the subscriber’s investment in the Note will not cause such overall
        commitment to become excessive. The subscriber understands that the statutory
        basis on which the Notes are being sold to the subscriber and others would
        not
        be available if the subscriber’s present intention were to hold the Note for a
        fixed period or until the occurrence of a certain event. The subscriber realizes
        that, in the view of the Securities and Exchange Commission, a purchase now
        with
        a present intent to resell by reason of a foreseeable specific contingency
        or
        any anticipated change in the market value, or in the condition of the Company,
        or that of the industry in which the business of the Company is engaged or
        in
        connection with a contemplated liquidation, or settlement of any loan obtained
        by the subscriber for the acquisition of the Note, and for which such Note
        may
        be pledged as security or as donations to religious or charitable institutions
        for the purpose of securing a deduction on an income tax return, would, in
        fact,
        represent a purchase with an intent inconsistent with the subscriber’s
        representations to the Company and the Securities and Exchange Commission
        would
        then regard such sale as a sale for which the exemption from registration
        is not
        available. The subscriber will not pledge, transfer or assign this Subscription
        Agreement, or any interest herein or any obligation or right hereunder, without
        first obtaining the written consent of the Company.

      


      (i)    The
        subscriber represents that the funds provided for this investment are either
        separate property of the subscriber, community property over which the
        subscriber has the right of control, or are otherwise funds as to which the
        subscriber has the sole right of management.

      


      (j)    FOR
        PARTNERSHIPS, CORPORATIONS, TRUSTS, OR OTHER ENTITIES ONLY:
        If the
        subscriber is a partnership, corporation, trust or other entity, (i) the
        subscriber has enclosed with this Subscription Agreement appropriate evidence
        of
        the authority of the individual executing this Subscription Agreement to
        act on
        its behalf (e.g.,
        if a
        trust, a certified copy of the trust agreement; if a corporation, a certified
        corporate resolution authorizing the signature and a certified copy of the
        articles of incorporation; or, if a partnership, a certified copy of the
        partnership agreement); (ii) the subscriber represents and warrants that
        it was
        not organized or reorganized for the specific purpose of acquiring the Note;
        (iii) the subscriber has the full power and authority to execute this
        Subscription Agreement on behalf of such entity and to make the representations
        and warranties made herein on its behalf; and (iv) this investment in the
        Company has been affirmatively authorized, if required, by the governing
        board
        of such entity and is not prohibited by the governing documents of the
        entity.

      


      (k)    The
        address shown under the subscriber’s signature at the end of this Subscription
        Agreement is the subscriber’s principal residence if he or she is an individual
        or its principal business address if a corporation or other entity.

      


      (l)    The
        subscriber has such knowledge and experience in financial and business matters
        as to be capable of evaluating the merits and risks of an investment in the
        Note.

      


      (m)    The
        subscriber acknowledges that the certificates for the Note and the shares
        into
        which the Note may be converted which the subscriber will receive will contain
        a
        legend substantially as follows:

       

      THE
        SECURITIES WHICH ARE REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
        UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY
        STATE, AND MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE DISPOSED
        OF
        UNTIL A REGISTRATION STATEMENT WITH RESPECT THERETO IS DECLARED EFFECTIVE
        UNDER
        SUCH ACT, OR THE COMPANY RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE
        COMPANY THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH LAWS
        IS
        AVAILABLE.

       

      
        
          
          

        

        
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      The
        subscriber further acknowledges that stop transfer orders will be placed
        upon
        the certificates for the Securities which the Note maybe converted into in
        accordance with the 1933 Act.

      


      
        
          2.    Registration
            of Securities.

           

        

      

      (a)   The
        subscriber acknowledges that the Company has agreed to use its best efforts
        to
        include a portion of the shares which the Note may be converted into, or
        Securities with which the shares are exchanged into (also referred to as
        the
“Registrable Securities”) in any registration statement to be filed with the
        Securities and Exchange Commission (the “Commission”) for its own account or the
        accounts of others under the Securities Act (the “Act”) any of its equity
        securities, other than on Form S-4 or Form S-8 or their equivalents relating
        to
        shares of Common Stock to be issued solely in connection with any acquisition
        of
        any entity or business or shares of Common Stock issuable in connection with
        stock option or other employee benefit plans. The piggy back registration
        rights
        shall be subject to underwriter’s approval and other such restrictions (the
“Registration Statement”). The Company shall use its good faith efforts to keep
        such Registration Statement continuously effective as long as the delivery
        of a
        prospectus thereunder is required under the Act and its regulations, including,
        but not limited to, Rule 144 thereunder or its successor regulations (“Rule
        144”), in connection with the disposition of the Securities; provided, that it
        is agreed and acknowledged that such obligation of the Company to maintain
        the
        effectiveness of the Registration Statement shall cease upon the ability
        of the
        subscribers to sell or otherwise dispose of all of the Registrable Securities
        covered by the Registration Statement under Rule 144; provided further, that,
        notwithstanding the Company’s obligation to maintain the effectiveness of the
        Registration Statement pursuant to the immediately preceding proviso, and
        notwithstanding the duration of any Blackout Period, such obligation to maintain
        the effectiveness of the Registration Statement shall cease under all
        circumstances no later than the second anniversary of the date of the final
        Closing of the Offering (the “Final Date”).

      


      (b)    The
        Company agrees to pay all Registration Expenses in connection with the
        Registration Statement. All Selling Expenses relating to Registrable Securities
        registered on behalf of the subscriber pursuant to the Registration Statement
        shall be borne by the subscriber. For purposes of this Subscription Agreement,
        “Registration Expenses” shall mean (i) all registration, listing, qualification
        and filing fees (including NASD filing fees), (ii) fees and disbursements
        of
        counsel for the Company, (iii) accounting fees incident to any such
        registration, (iv) blue sky fees and expenses (including counsel fees in
        connection with the preparation of a Blue Sky Memorandum and legal investment
        survey and NASD filings), (v) all expenses of any persons in preparing or
        assisting in preparing, printing, distributing, mailing and delivering the
        Registration Statement, any prospectus, any underwriting agreements, transmittal
        letters, securities sales agreements, securities certificates and other
        documents relating to the performance of and compliance with this Subscription
        Agreement, and (vi) all internal expenses of the Company (including all salaries
        and expenses of officers and employees performing legal or accounting duties);
        provided, however, that Registration Expenses shall not include any Selling
        Expenses. For purposes of this Subscription Agreement, “Selling Expenses” shall
        mean underwriting discounts, selling commissions and stock transfer taxes
        applicable to the Registrable Securities registered on behalf of the subscriber
        for Note hereunder.

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

      


      (c)    The
        Registration Statement will not be deemed to have become effective (and the
        related registration will not be deemed to have been effected) unless it
        has
        been declared effective by the Commission prior to a request by the subscriber
        that such Registration Statement be withdrawn; provided, however, that if,
        after
        it has been declared effective, the offering of any Registrable Securities
        pursuant to such Registration Statement is interfered with by any stop order,
        injunction or other order or requirement of the Commission or any other
        governmental agency or court.

      


      (d)    At
        any
        time or from time to time, the subscriber may elect to have its Registrable
        Securities sold in an underwritten offering and may select the investment
        banker
        or investment bankers and manager or managers that will serve as lead and
        co-managing underwriters with respect to the offering of its Registrable
        Securities, subject to the consent of the Company which shall not be
        unreasonably withheld.

      


      (e)    The
        subscriber agrees, as a condition to the registration obligations with respect
        to the subscriber provided herein, to furnish to the Company such information
        regarding the subscriber required to be included in the Registration Statement,
        the ownership of Registrable Securities by the subscriber and the proposed
        distribution by the subscriber of such Registrable Securities as the Company
        may
        from time to time reasonably request in writing.

      


      (f)    The
        subscriber agrees that, upon receipt of any notice from the Company of the
        happening of any event of the kind which the Company reasonably regards as
        requiring the subscriber to discontinue sale of the Registrable Securities
        pursuant to the Registration Statement, the subscriber will forthwith
        discontinue disposition of the Registrable Securities pursuant to the affected
        Registration Statement until the subscriber’s receipt of the copies of any
        supplemented or amended prospectus as shall be required in the reasonable
        opinion of the Company, and, if so directed by the Company, the subscriber
        will
        deliver to the Company (at the expense of the Company) all copies in its
        possession, other than permanent file copies then in the subscriber’s
        possession, of any prospectus covering such Registrable Securities which
        was
        current at the time of receipt of such notice.

      


      
        
          3.    Indemnification;
            Contribution.

           

        

      

      (a)    Indemnification
        by the Company.
        The
        Company agrees to indemnify and hold harmless each person who participates
        as an
        underwriter of the Securities pursuant to the Registration Statement, the
        subscriber and its respective partners, directors, officers and employees
        and
        each person, if any, who controls any subscriber or underwriter within the
        meaning of Section 15 of the Act or Section 20 of the Securities Exchange
        Act of
        1934, as amended (the “Exchange Act”), as follows:

      


      (i)    against
        any and all losses, liabilities, claims, damages, judgments and reasonable
        expenses whatsoever, as incurred, arising out of any untrue statement or
        alleged
        untrue statement of a material fact contained in the Registration Statement
        pursuant to which Securities were registered under the Act, including all
        documents incorporated therein by reference, or the omission or alleged omission
        therefrom of a material fact required to be stated therein or necessary to
        make
        the statements therein not misleading or arising out of any untrue statement
        or
        alleged untrue statement of a material fact contained in any prospectus,
        including all documents incorporated therein by reference, or the omission
        or
        alleged omission therefrom of a material fact necessary in order to make
        the
        statements therein, in light of the circumstances under which they were made,
        not misleading;

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

      


      (ii)    against
        any and all losses, liabilities, claims, damages, judgments and reasonable
        expenses whatsoever, as incurred, to the extent of the aggregate amount paid
        in
        settlement of any litigation, investigation or proceeding by any governmental
        agency or body, commenced or threatened, or of any other claim whatsoever
        based
        upon any such untrue statement or omission, or any such alleged untrue statement
        or omission, if such settlement is effected with the written consent of the
        Company; and

      


      (iii)    against
        any and all reasonable expense whatsoever, as incurred (including fees and
        disbursements of counsel) in investigating, preparing or defending against
        any
        litigation, investigation or proceeding by any governmental agency or body,
        commenced or threatened, in each case whether or not such person is a party,
        or
        any claim whatsoever based upon any such untrue statement or omission, or
        any
        such alleged untrue statement or omission; provided, however, that this
        indemnity agreement does not apply to the subscriber or underwriter with
        respect
        to any loss, liability, claim, damage, judgment or expense to the extent
        arising
        out of any untrue statement or alleged untrue statement of a material fact
        contained in any prospectus, or the omission or alleged omission therefrom
        of a
        material fact necessary to make the statements therein, in the light of the
        circumstances under which they were made, not misleading, in any such case
        made
        in reliance upon and in conformity with written information furnished to
        the
        Company by the subscriber or underwriter expressly for use in a Registration
        Statement (or any amendment thereto) or any prospectus (or any amendment
        or
        supplement thereto); and provided further, in the case of an offering that
        is
        not an underwritten offering, the Company will not be liable to the subscriber
        under the indemnity agreement in this Section 3(a) for any such loss, claim,
        damage, liability (or action or proceeding in respect thereof) or expense
        that
        arises out of the subscriber’s failure to send or give a copy of the final
        prospectus (as its may then be amended or supplemented) to the person asserting
        an untrue statement or alleged untrue statement or omission or alleged omission
        at or prior to the written confirmation of the sale of the Securities to
        such
        person if such statement or omission was corrected in such final prospectus
        (as
        it may then be amended or supplemented) and the Company has previously furnished
        copies thereof in accordance with this Subscription Agreement.

      


      (b)    Indemnification
        by the Subscriber.
        The
        subscriber agrees to indemnify and hold harmless the Company, and each
        underwriter and each of their respective partners, directors, officers and
        employees (including each officer of the Company who signed the Registration
        Statement), and each person, if any, who controls the Company or any underwriter
        within the meaning of Section 15 of the Act, against any and all losses,
        liabilities, claims, damages, judgments and expenses described in the indemnity
        contained in paragraph (a) of this Section (provided that any settlement
        of the
        type described therein is effected with the written consent of the subscriber),
        as incurred, but only with respect to untrue statements or alleged untrue
        statements of a material fact contained in any prospectus or the omissions
        or
        alleged omissions therefrom of a material fact necessary to make the statements
        therein, in light of the circumstances under which they were made, not
        misleading, in any such case made in reliance upon and in conformity with
        written information furnished to the Company by the subscriber expressly
        for use
        in such Registration Statement (or any amendment thereto) or such prospectus
        (or
        any amendment or supplement thereto).

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

      


      (c)    Conduct
        of Indemnification Proceedings.
        Each
        indemnified party or parties shall give reasonably prompt notice to each
        indemnifying party or parties of any action or proceeding commenced against
        it
        in respect of which indemnity may be sought hereunder, but which it or they
        may
        have under this indemnity agreement, except to the extent that the indemnifying
        party is materially prejudiced by such failure to give notice. If the
        indemnifying party or parties so elects within a reasonable time after receipt
        of such notice, the indemnifying party or parties may assume the defense
        of such
        action or proceeding at such indemnifying party’s or parties’ expense with
        counsel chosen by the indemnifying party or parties and approved by the
        indemnified party defendant in such action or proceeding, which approval
        shall
        not be unreasonably withheld; provided, however, that, if such indemnified
        party
        or parties determines in good faith that a conflict of interest exists and
        that
        therefore it is advisable for such indemnified party or parties to be
        represented by separate counsel or that, upon advice of counsel, there may
        be
        legal defenses available to it or them which are different from or in addition
        to those available to the indemnifying party, then the indemnifying party
        or
        parties shall not be entitled to assume such defense and the indemnified
        party
        or parties shall be entitled to separate counsel (limited in each jurisdiction
        to one counsel for all underwriters and another counsel for all other
        indemnified parties under this Subscription Agreement) at the indemnifying
        party’s or parties’ expense. If an indemnifying party or parties is not so
        entitled to assume the defense of such action or does not assume such defense,
        after having received the notice referred to in the first sentence of this
        paragraph, the indemnifying party or parties will pay the reasonable fees
        and
        expenses of counsel for the indemnified party or parties (limited in each
        jurisdiction to one counsel for all underwriters and another counsel for
        all
        other indemnified parties under this Subscription Agreement). No indemnifying
        party or parties will be liable for any settlement effected without the written
        consent of such indemnifying party or parties, which consent shall not be
        unreasonably withheld. If an indemnifying party is entitled to assume, and
        assumes, the defense of such action or proceeding in accordance with this
        paragraph, such indemnifying party or parties shall not, except as otherwise
        provided in this subsection (c), be liable for any fees and expenses of counsel
        for the indemnified parties incurred thereafter in connection with such action
        or proceeding.

      


      (d)   Contribution.

      


      (i)    In
        order
        to provide for just and equitable contribution in circumstances in which
        the
        indemnity agreement provided for in this Section is for any reason held to
        be
        unenforceable by the indemnified parties although applicable in accordance
        with
        its terms in respect of any losses, liabilities, claims, damages, judgments
        and
        expenses suffered by an indemnified party referred to therein, each applicable
        indemnifying party, in lieu of indemnifying such indemnified party, shall
        contribute to the amount paid or payable by such indemnified party as a result
        of such losses, liabilities, claims, damages, judgments and expenses in such
        proportion as is appropriate to reflect the relative fault of the Company,
        on
        the one hand, and of the subscriber (including, in each case, that of their
        respective officers, directors, employees and agents), on the other, in
        connection with the statements or omissions which resulted in such losses,
        liabilities, claims, damages, judgments or expenses, as well as any other
        relevant equitable considerations. The relative fault of the Company, on
        the one
        hand, and of the subscriber (including, in each case, that of their respective
        officers, directors, employees and agents), on the other, shall be determined
        by
        reference to, among other things, whether the untrue or alleged untrue statement
        of a material fact or the omission or alleged omission to state a material
        fact
        relates to information supplied by the Company, on the one hand, or by or
        on
        behalf of the Holder, on the other, and the parties’ relative intent, knowledge,
        access to information and opportunity to correct or prevent such statement
        or
        omission. The amount paid or payable by a party as a result of the losses,
        liabilities, claims, damages, judgments and expenses referred to above shall
        be
        deemed to include, subject to the limitations set forth in paragraph (c)
        of this
        Section, any legal or other fees or expenses reasonably incurred by such
        party
        in connection with investigating or defending any action or claim.

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

      


      (ii)    The
        Company and the subscriber agree that it would not be just and equitable
        if
        contribution pursuant to this paragraph (d) were determined by pro rata
        allocation or by any other method of allocation which does not take account
        of
        the equitable considerations referred to in sub-paragraph (i) above.
        Notwithstanding the provisions of this paragraph (d), in the case of
        distributions to the public, the subscriber shall not be required to contribute
        any amount in excess of the amount by which (A) the total price at which
        the
        Securities sold by the subscriber and distributed to the public were offered
        to
        the public exceeds (B) the amount of any damages which the subscriber has
        otherwise been required to pay by reason of such untrue or alleged untrue
        statement or omission. No person guilty of fraudulent misrepresentation (within
        the meaning of Section 11(f) of the Act) shall be entitled to contribution
        from
        any person who was not guilty of such fraudulent misrepresentation.

      


      (iii)    For
        purposes of this Section, each person, if any, who controls the subscriber
        or an
        underwriter within the meaning of Section 15 of the Act (and their respective
        partners, directors, officers and employees) shall have the same rights to
        contribution as the subscriber or underwriter; and each director of the Company,
        each officer of the Company who signed the Registration Statement and each
        person, if any, who controls the Company within the meaning of Section 15
        of the
        Act shall have the same rights to contribution as the Company.

      


      
        	 	
                4.

              	
                The
                  subscriber expressly acknowledges and agrees that the Company is
                  relying
                  upon the subscriber’s representations
                  herein.

              


      

      


      
        	 	
                5.

              	
                The
                  subscriber does not have any direct or indirect affiliation with
                  any
                  member of the National Association of Registrable Securities Dealers,
                  Inc.

              


      

      


      
        	 	
                6.

              	
                The
                  subscriber acknowledges that the subscriber understands the meaning
                  and
                  legal consequences of the representations and warranties which
                  are
                  contained herein and hereby agrees to indemnify, save and hold
                  harmless
                  the Company, and its respective officers, directors, partners,
                  employees,
                  agents, and attorneys, from and against any and all claims or actions
                  arising out of a breach of any representation, warrant or acknowledgment
                  of the subscriber contained herein. Such indemnification shall
                  be deemed
                  to survive any purchase of the Note and to include not only the
                  specific
                  liabilities, losses, damages or obligations with respect to which
                  such
                  indemnity is provided, but also all reasonable costs, expenses,
                  counsel
                  fees and expenses of settlement relating thereto, whether or not
                  any such
                  liabilities, losses, damages or obligations shall have been reduced
                  to
                  judgment.

              


      

      


      
        	 	
                7.

              	
                The
                  Company has been duly and validly incorporated and is validly existing
                  and
                  in good standing as a corporation under the laws of the State of
                  Delaware.
                  The Company has all requisite power and authority, and all necessary
                  authorizations, approvals and orders required as of the date hereof
                  to own
                  its properties and conduct its business and to enter into this
                  Subscription Agreement and to be bound by the provisions and conditions
                  hereof or therein.

              


      

      


      


      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

      


      
        	 	
                8.

              	
                If
                  the Company utilizes the services of registered broker-dealers,
                  it may pay
                  reasonable and customary fees in connection with the sales by the
                  broker.

              


      

      


      
        	 	
                9.

              	
                Except
                  as otherwise specifically provided for hereunder, no party shall
                  be deemed
                  to have waived any of his or her or its rights hereunder or under
                  any
                  other agreement, instrument or papers signed by any of them with
                  respect
                  to the subject matter hereof unless such waiver is in writing and
                  signed
                  by the party waiving said right. Except as otherwise specifically
                  provided
                  for hereunder, no delay or omission by any party in exercising
                  any right
                  with respect to the subject matter hereof shall operate as a waiver
                  of
                  such right or of any such other right. A waiver on any one occasion
                  with
                  respect to the subject matter hereof shall not be construed as
                  a bar to,
                  or waiver of, any right or remedy on any future occasion. All rights
                  and
                  remedies with respect to the subject matter hereof, whether evidenced
                  hereby or by any other agreement, instrument, or paper, will be
                  cumulative, and may be exercised separately or
                  concurrently.

              


      

      


      
        	 	
                10.

              	
                The
                  parties have not made any representations or warranties with respect
                  to
                  the subject matter hereof not set forth herein, and this Subscription
                  Agreement, together with any instruments executed simultaneously
                  herewith,
                  constitutes the entire agreement between them with respect to the
                  subject
                  matter hereof. All understandings and agreements heretofore entered
                  into
                  between the parties with respect to the subject matter hereof are
                  merged
                  in this Subscription Agreement and any such instrument, which alone
                  fully
                  and completely expresses their
                  agreement.

              


      

      


      
        	 	
                11.

              	
                This
                  Subscription Agreement may not be changed, modified, extended,
                  terminated
                  or discharged orally, but only by an agreement in writing, which
                  is signed
                  by all of the parties to this Subscription
                  Agreement.

              


      

      


      
        	 	
                12.

              	
                The
                  parties agree to execute any and all such other and further instruments
                  and documents, and to take any and all such further actions reasonably
                  required to effectuate this Subscription Agreement and the intent
                  and
                  purposes hereof.

              


      

      


      
        	 	
                13.

              	
                If
                  any provision or any portion of any provision of this Subscription
                  Agreement or the application of any such provision or any portion
                  thereof
                  to any person or circumstance shall be held invalid or unenforceable,
                  the
                  remaining portion of such provision not held invalid or unenforceable
                  to
                  any person or circumstance shall not be affected
                  thereby.

              


      

      


      
        	 	
                14.

              	
                This
                  Subscription Agreement may be executed in one or more counterparts,
                  each
                  of which shall be deemed an original but all of which together
                  shall
                  constitute one and the same instrument. The execution of this Subscription
                  Agreement may be by actual or facsimile
                  signature.

              


      

      


      
        	 	
                15.

              	
                This
                  Subscription Agreement shall be governed by and construed in accordance
                  with the internal laws of the State of New York without giving
                  effect to
                  conflicts of law principles and the subscriber hereby consents
                  to the
                  jurisdiction of the courts of the State of New York and/or the
                  United
                  States District Court located in the State of New
                  York.

              


      

      


      


      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

      


      AMOUNT
        OF NOTE PURCHASED: $            

       

      Manner
        in
        Which Title is to be Held: (check one)

      


      1.    _____ Individual


      2.    _____ Joint
        Tenants with Right of Survivorship (both parties must sign)


      3.    _____ Married
        with Separate Property


      4.    _____ Community
        Property


      5.    _____ Tenants
        in Common


      6.    _____ Corporation


      7.    _____ Partnership


      8.    _____ IRA
        of
        ___________________________________________


      9.    _____  
        Trust,
        dated opened _____________


      10.    
_____ Keogh
        of
        __________________________________________

      11.    
        _____   As
        a
        Custodian for __________________________________________________
 
        under the Uniform Gift to Minors Act of the State of
        _______________________

      12.    
_____ Other
        (please indicate)

      


      
      

      

        
          	
                  INDIVIDUAL
                    INVESTORS

                	
                  ENTITY
                    INVESTORS

                
	 	 
	
                  ___________________________________

                	
                  ____________________________________

                
	
                  Signature
                    (Individual)

                	
                  Name
                    of Entity, if any

                
	 	 
	 	
                  ____________________________________

                
	 	
                  Signature

                
	 	 
	 	 
	
                  ___________________________________

                	
                  Its
                    _________________________________

                
	
                  Signature
                    (all record holders should sign)

                	
                  Title

                
	 	 
	
                  ___________________________________

                	
                  ____________________________________

                
	 	 
	
                  Name(s)
                    Typed or Printed

                	
                  Name
                    Typed or Printed

                
	 	 
	
                  Address
                    to Which Correspondence

                	
                  Address
                    to Which Correspondence

                
	
                  Should
                    be Directed

                	
                  Should
                    be Directed

                
	 	 
	
                  ___________________________________

                	
                  ____________________________________

                
	 	 
	
                  ___________________________________

                	
                  ____________________________________

                
	 	 
	
                  ___________________________________

                	
                  ____________________________________

                
	
                  City,
                    State and Zip Code

                	
                  City,
                    State and Zip Code

                
	 	 
	
                  ___________________________________

                	
                  ____________________________________

                
	
                  Social
                    Security Number

                	
                  Tax
                    Identification Number

                


        

         

        
          The
            foregoing subscription is accepted this ______ day of _______________,
            2005, on
            behalf of NaturalNano, Inc.

        

        


      

    

    
      ___________________________________

       

      


      By:
        _______________________________

      Name:
        Michael Riedlinger

      Title:
        President


      
        
          
          

        

        
          14