Exhibit
        4.3 

       

      REGISTRATION
        RIGHTS AGREEMENT

      


      This
        Registration Rights Agreement is entered into as of the 22nd
        day of
        December 2004 (the “Agreement”),
        by
        and between NaturalNano, Inc., a Delaware corporation (the “Company”),
        and
        Technology Innovations, LLC, a limited liability company (the “Purchaser“).

      


      W
        I T N E S S E T H :

      


      WHEREAS,
        the
        Company has offered and sold to Purchaser (the “Offering”)
        an
        aggregate of 10,000,000 shares of the Company’s common stock, par value $.001
        per share (the “Common
        Stock”);
        and

      


      WHEREAS,
        in
        connection with the Offering and as a condition thereto, the Company will
        provide to Purchaser certain limited “piggy-back” registration rights related to
        the Common Stock and as set forth in this Agreement.

      


      NOW, THEREFORE,
        in
        consideration of the foregoing premises and the mutual covenants and agreements
        hereinafter contained, and for other good and valuable consideration, the
        receipt and sufficiency of which are hereby acknowledged, intending to be
        legally bound, the parties hereto hereby agree as follows:

      


      1.    Registration
        Rights.
        The
        Company, currently a privately owned corporation, intends to use its reasonable
        best efforts to effect a transaction whereby the Company will become a publicly
        owned corporation, either by facilitating an initial public offering, merging
        with or being acquired by an existing public company, or by other similar
        and
        satisfactory means. At such time as the Company becomes a public company,
        it
        will use its reasonable best efforts to cause to be prepared and filed with
        the
        Securities and Exchange Commission (“SEC”),
        a
        registration statement on an appropriate form (the “Registration
        Statement”)
        that
        is available pursuant to the Securities Act of 1933, as amended (the
Securities
        Act”),
        that
        will register the Common Stock and permit the offer and re-sale from time
        to
        time of such Common Stock in accordance with the applicable laws, rules and
        regulations promulgated under the Securities Act. The Company will also use
        its
        reasonable best efforts to cause the Registration Statement to become effective
        as promptly as reasonably practicable thereafter, and to keep the Registration
        Statement continuously effective for a period of one year after the Registration
        Statement first becomes effective.

      


      (a)    No
        Firm
        Commitment. The rights granted hereunder to Purchaser are not intended to
        be
        guaranteed and nothing herein is to be construed as the Company making a
        firm
        commitment to file, or cause to be filed with the SEC, a Registration Statement
        related to the Common Stock at any time in the future. 

      


      (b)    Limitations.
        The
        registration rights granted hereunder are limited in that the Company will
        use
        its reasonable best efforts to file a Registration Statement for the Common
        Stock, or in the event the Company or a successor files a registration statement
        under the Securities Act for the public sale of its securities, Purchasers
        will
        have the limited right to include, or “piggyback” the shares, or a portion
        thereof, of the Common Stock in the Registration Statement. However, any
        investment banker and/or underwriter of any such public offering may severely
        restrict or completely negate the ability of Purchasers to include their
        shares
        in any such Registration Statement and public offering. Thus, the right to
        piggyback shares into a Registration Statement will be subject to and contingent
        upon approval by such investment banker and/or underwriter.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      (c)    Reasonable
        Efforts.
        The
        Company will use all reasonable best efforts to cause the managing underwriter
        or underwriters of a proposed underwritten offering to permit the Common
        Stock,
        or a portion thereof, to be included in a piggy-back Registration Statement,
        which will be included on the same terms and conditions as any similar
        securities of the Company or its successor or any other security holder included
        therein, and to permit the sale or other disposition of such Common Stock
        in
        accordance with the intended method of distribution thereof.

      


      (d)    Priority
        in Registrations.
        If a
        piggy-back Registration Statement is an underwritten primary registration
        on
        behalf of the Company or a successor, and the managing underwriters advise
        the
        Company or the successor in writing that in their opinion the number of shares
        of Common Stock requested to be included on a secondary basis in such
        registration exceeds the number which can be sold in such offering without
        materially and adversely affecting the marketability of such primary or
        secondary offering, then the Company or successor will have the right to
        limit
        the number of shares of Common Stock to be included in the Registration
        Statement.

      


      2.    Registration
        Expenses.
        All
        expenses incident to the Company’s performance of or compliance with this
        Agreement including, without limitation, all registration and filing fees,
        costs
        and expenses of compliance with securities or blue sky laws, printing expenses,
        messenger and delivery expenses, and fees and disbursements of counsel for
        the
        Company and all independent certified public accountants, underwriters
        (excluding discounts and commissions, which will be paid by the sellers of
        the
        Common Stock) and other persons retained in connection with the Registration
        Statement, will be borne by the Company or its successor, and the Company
        or its
        successor will pay its internal expenses (including, without limitation,
        all
        salaries and expenses of its employees performing legal or accounting duties),
        the expense of any annual audit or quarterly review, the expense of any
        liability insurance and the expenses and fees for listing the securities
        to be
        registered on each securities exchange on which similar securities issued
        by the
        Company are then listed or on the OTC Bulletin Board or other trading system.
        

      


      3.    Transfer
        of Registration Rights.
        The
        rights granted to the Purchaser under this Agreement may be transferred and/or
        assigned to another party or entity, provided
        that
        nothing contained herein shall be deemed to permit an assignment, transfer
        or
        disposition of the Common Stock in violation of this Agreement or any applicable
        law. Any transferee to whom rights under this Agreement are transferred will,
        as
        a condition to such transfer, deliver to the Company a written instrument
        by
        which such transferee agrees to be bound by the obligations imposed upon
        the
        Purchaser under this Agreement to the same extent as if such transferee were
        a
        Purchaser hereunder.

      


      4.    Change
        of Control.
        In the
        event the Company enters into a transaction that results in a change of control
        of the Company, or whereby the Company is acquired by or merges with another
        entity that is deemed a public company, then the Company will transfer all
        of
        its obligations, rights and duties set forth herein to such other controlling
        party or entity.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      5.    Recapitalizations,
        Exchanges, etc.
        The
        provisions of this Agreement shall apply to the full extent set forth herein
        with respect to any and all securities into which the Common Stock may be
        converted, exchanged or substituted in any recapitalization
        or other capital reorganization by the Company or any successor, and any
        and all
        equity securities of the Company or any successor or assign of the Company
        (whether by merger, consolidation, sale of assets or otherwise) which may
        be
        issued in respect of, in conversion of, in exchange for or in substitution
        of,
        the Common Stock and will be appropriately adjusted for any stock dividends,
        splits, reverse splits, combinations, recapitalizations and the like occurring
        after the date hereof. The Company shall cause any successor or assign (whether
        by merger, consolidation, sale of assets or otherwise) to enter into a new
        registration rights agreement with the Purchaser on terms substantially the
        same
        as this Agreement as a condition of any such transaction.

      


      6.    No
        Inconsistent Agreements.
        The
        Company has not and shall not enter into any agreement with respect to its
        securities that is inconsistent with the rights granted to the Purchaser
        in this
        Agreement or grant any additional registration rights to any person or with
        respect to any securities that are prior in right to or inconsistent with
        the
        rights granted in this Agreement. 

      


      7.    Amendments
        and Waivers.
        The
        provisions of this Agreement may be amended and the Company may take action
        herein prohibited, or omit to perform any act herein required to be performed
        by
        it, if, but only if, the Company has obtained the written consent of Purchaser
        

      


      8.    Severability.
        Whenever possible, each provision of this Agreement shall be interpreted
        in such
        manner as to be effective and valid under applicable law, but if any provision
        of this Agreement shall be held to be prohibited by or invalid under applicable
        law, such provision shall be ineffective only to the extent of such prohibition
        or invalidity, without invalidating the remainder of such provision or the
        remaining provisions of this Agreement.

      


      9.    Counterparts.
        This
        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.

      


      10.   Governing
        Law.
        This
        Agreement shall be governed by and construed in accordance with the laws
        of the
        State of New York, without regard to the conflicts of laws rules or
        provisions.

      


      11.   Successors
        and Assigns; Third Party Beneficiaries.
        This
        Agreement and all of the provisions hereof shall be binding upon and inure
        to
        the benefit of the parties hereto, each subsequent holder of the Common Stock
        and their respective successors and assigns and executors , administrators
        and
        heirs. Holders of the Common Stock are intended third party beneficiaries
        of
        this Agreement and this Agreement may be enforced by such holders.

      


      12.   Entire
        Agreement.
        This
        Agreement sets forth the entire agreement and understanding between the parties
        as to the subject matter hereof and merges and supersedes all prior discussions,
        agreements and understandings of any and every nature among
        them.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF,
        the
        parties hereto have caused this Registration Rights Agreement to be duly
        executed as of the date and year first written above.

      


      
        	 	 	 
	 	NATURAL
                NANO, INC.
	 
 	 
 	 
 
	 	By:  	 
	 	
                

                Name:
	 	Title 


      

       

      
        	
              	 	 
	 	TECHNOLOGY
                INNOVATIONS, LLC.
	 
 	 
 	 
 
	 	By:  	 
	 	
                

                Name:
	 	Title