Exhibit
        4.2

       

      


      NON-QUALIFIED
        STOCK OPTION AWARD AGREEMENT

      


      Pursuant
        to the


      NaturalNano,
        Inc.


      2005
        Stock Option Plan


      


      


      Name
        of
        Option Holder:

      


      Date
        of
        Grant:

       

      Number
        of
        Shares:

      


      Exercise
        Price per Share:

      


      Expiration
        Date:

      


      This
        NON-QUALIFIED STOCK OPTION AWARD AGREEMENT (the “Award Agreement”) is made as of
        ____________, 2005 between NaturalNano, Inc., a Delaware corporation (the
        “Company”), and the above-named individual, an employee of the Company or one of
        its Subsidiaries (the “Option Holder”), to record the granting of a
        non-qualified stock option pursuant to the Company’s 2005 Stock Option Plan (the
“Plan”). Terms used herein that are defined in the Plan shall have the meanings
        ascribed to them in the Plan. If there is any inconsistency between the terms
        of
        this Award Agreement and the terms of the Plan, the Plan’s terms shall supersede
        and replace the conflicting terms herein.

      


      
        	 	
                1.

              	
                Grant
                  of Option.
                  The Company hereby grants to the Option Holder, subject to and
                  pursuant to
                  the terms and conditions of the Plan and this Award Agreement,
                  the option
                  to purchase from the Company an aggregate number of shares of common
                  stock
                  of the Company, no par value per share, (the “Shares”) set forth above at
                  an exercise price per share set forth above. The parties intend
                  this
                  Option to be treated as a non-qualified stock option under the
                  Code.

              


      

      


      
        	 	
                2.

              	
                Expiration
                  Date.
                  This Option shall expire on the expiration date set forth above
                  (the
                  “Expiration Date”) unless this Option expires earlier as provided in
                  Sections 5, 6 or 7 of this Award
                  Agreement.

              


      

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      
        	 	
                3.

              	
                Exercisability.
                  No Shares may be purchased under this Option and this Option shall
                  not be
                  exercisable until the Option has vested pursuant to the vesting
                  schedule.
                  Under the vesting schedule, a portion of this Option representing
                  the
                  right to purchase one half of the Shares that may be purchased
                  under this
                  Option shall vest on the first anniversary date after the Date
                  of Grant
                  and the right to purchase the remaining Shares that may be purchased
                  under
                  this Option shall vest on the second anniversary date after the
                  Date of
                  Grant, provided that the Option Holder remains in continuous employment
                  with the Company or its Subsidiaries until such anniversary dates.
                  If the
                  Option Holder’s employment is terminated, Section 5 shall govern the
                  Option Holder’s rights under this Option. Notwithstanding the foregoing or
                  any other provision of the Plan or this Award Agreement, this Option
                  may
                  not be exercised after the Expiration
                  Date.

              


      

      


      
        	 	
                4.

              	
                Method
                  of Exercising Options.
                  The Option may be exercised from time to time by written or electronic
                  notice (in the form prescribed by the Company) delivered to and
                  received
                  by the Company, which notice shall be signed or electronically
                  confirmed
                  by the Option Holder and shall state the election to exercise the
                  Option
                  and the number of whole Shares with respect to which the Option
                  is being
                  exercised. Such notice must be accompanied by a check payable to
                  the
                  Company or, subject to the Committee’s approval, such other consideration
                  allowed pursuant to the Plan, in payment of the full Option Price
                  for the
                  number of Shares purchased. As soon as practicable after it receives
                  such
                  notice and payment, as applicable, and following receipt from the
                  Option
                  Holder of payment for any taxes which the Company is required by
                  law to
                  withhold by reason of such exercise, the Company will deliver to
                  the
                  Option Holder a certificate or certificates for the Shares so purchased.
                  The Committee, in its sole discretion, may permit an Option Holder
                  to
                  exercise the Option pursuant to a “cashless exercise” procedure (subject
                  to securities law restrictions), or by any other means the Committee
                  determines is consistent with the Plan’s purpose and applicable
                  law.

              


      

      


      
        	 	
                1.

              	
                Upon
                  the exercise of the Option Holder’s right to purchase Shares under this
                  Option, the number of Shares subject to the Option shall be reduced
                  on a
                  one-for-one basis.

              


      

       

      
        	
              	
                5.

              	
                Cancellation
                  of Options.

              


      

      


      
        	 	
                (a)

              	
                Expiration
                  of Term. On the Expiration Date, the unexercised Options shall be
                  cancelled automatically.

              


      

      


      
        	 	
                (b)

              	
                Termination
                  of Employment. Except as provided in Sections 6 and 7 below, any
                  unvested portion of the Option shall automatically be cancelled
                  upon
                  termination of the Option Holder’s employment with the Company or any of
                  its Subsidiaries for any reason. Any portion of the Option vested
                  at the
                  time of termination may only be exercised by the Option Holder
                  at any time
                  on or prior to the earlier of the Expiration Date or the expiration
                  of
                  three (3) months after the date of termination. Any vested portion
                  of the
                  Option that is not exercised within such time period shall be
                  automatically cancelled. A “termination” includes any event which causes
                  the Option Holder to lose his or her eligibility to participate
                  in the
                  Plan (e.g., an individual is employed by a company that ceases
                  to be a
                  Subsidiary of the Company). 

              


      

       

      
        
          
          

        

        
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            2
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                6.

              	
                Death
                  of Option Holder. Upon the death of the Option Holder while the Option
                  Holder is an employee of the Company or a Subsidiary, any unvested
                  portion
                  of the Option shall fully vest. The Option may be exercised by
                  the Option
                  Holder’s estate, or by a person who acquires the right to exercise the
                  Option by bequest or inheritance or by reason of the death of the
                  Option
                  Holder, provided that such exercise occurs both before the Expiration
                  Date
                  and within 6 months after the Option Holder’s death. Any portion of the
                  Option not exercised within such time period will be
                  cancelled.

              


      

      


      
        	 	
                7.

              	
                Disability.
                  Upon termination of the Option Holder’s employment by reason of the Option
                  Holder’s Disability, any unvested portion of the Option shall fully vest.
                  The Option may be exercised by the Option Holder, provided that
                  such
                  exercise occurs both before the Expiration Date and within 6 months
                  after
                  the Option Holder’s termination due to a Disability. Any portion of the
                  Option not exercised within such time period will be cancelled.
                  “Disability” shall mean a condition whereby the Option Holder is unable to
                  engage in any substantial gainful activity by reason of any medically
                  determinable physical impairment which can be expected to result
                  in death
                  or which is or can be expected to last for a continuous period
                  of not less
                  than thirty-six months, all as verified by a physician acceptable
                  to, or
                  selected by, the Company.

              


      

      


      
        	 	
                8.

              	
                Non-Assignability.
                  The Option shall not be assignable or transferable by the Option
                  Holder,
                  except by will or by the laws of descent and distribution. During
                  the life
                  of the Option Holder, the Option shall be exercisable only by the
                  Option
                  Holder.

              


      

      


      
        	 	
                9.

              	
                Rights
                  as a Shareholder. The Option Holder shall have no rights as a
                  shareholder by reason of the Option unless and until certificates
                  for
                  shares of Common Stock are issued to him or
                  her.

              


      

      


      
        	 	
                10.

              	
                Discretionary
                  Plan; Employment. The Plan is discretionary in nature and may be
                  suspended or terminated by the Company at any time. With respect
                  to the
                  Plan, (a) each grant of an Option is a one-time benefit which does
                  not
                  create any contractual or other right to receive future grants
                  of Options,
                  or benefits in lieu of Options; (b) all determinations with respect
                  to any
                  such future grants, including, but not limited to, the times when
                  the
                  Option shall be granted, the number of Shares subject to each Option,
                  the
                  Option Price, and the times when each Option shall be exercisable,
                  will be
                  at the sole discretion of the Company; (c) if the Option Holder
                  is an
                  Employee, the Option Holder’s participation in the Plan shall not create a
                  right to further or continued employment with the Option Holder’s employer
                  and shall not interfere with the ability of the Option Holder’s employer
                  to terminate the Option Holder’s employment relationship at any time with
                  or without cause; (d) the Option Holder’s participation in the Plan is
                  voluntary; (e) the Option is not part of normal and expected compensation
                  for purposes of calculating any severance, resignation, redundancy,
                  end of
                  service payment, bonuses, long-service awards, pension or retirement
                  benefits, or similar payments; (f) the future value of the Shares
                  underlying the Options is unknown and cannot be predicted with
                  certainty;
                  (g) if the underlying Shares do not increase in value, the Option
                  will
                  have no value; and (h) the ability of the Option Holder to sell
                  Shares
                  acquired pursuant to this Option may be limited by applicable securities
                  laws.

              


      

       

      
        
          
          

        

        
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                11.

              	
                Effect
                  of Plan. The Plan is hereby incorporated by reference into this Award
                  Agreement, and this Award Agreement is subject in all respects
                  to the
                  provisions of the Plan, including without limitation the authority
                  of the
                  Committee to adjust awards and to make interpretations and other
                  determinations with respect to all matters relating to this Award
                  Agreement and the Plan.

              


      

      


      
        	 	
                12.

              	
                CMI
                  Merger. Notwithstanding the language of Section 11 of this Agreement,
                  or the provisions of Section 4.2 of the Plan, each
                  holder of an option (a “Company Option”) to purchase Company Common Stock
                  granted prior to the Effective Time of the Merger pursuant to the
                  Plan or
                  otherwise will receive at the Closing, in exchange for a written
                  instrument executed by such holder canceling by its terms all of
                  the
                  Company Options, a duly executed Option Agreement (a “CMI Option
                  Agreement”) evidencing the grant to said holder, pursuant to the CMI Stock
                  Incentive Plan (as defined herein), of an option (each, a “CMI Option”) to
                  acquire one (1) share of CMI Common Stock for every one (1) share
                  of
                  Company Common Stock for which the Company Option is exercisable,
                  on
                  economic and contractual terms substantially and materially similar
                  to the
                  terms and conditions of said Company Option prior to such
                  conversion.

              


      

      


      
        	 	
                13.

              	
                Notice.
                  Notices hereunder shall be in writing and if to the Company shall
                  be
                  addressed to the Secretary of the Company at NaturalNano, Inc.,
                  150 Lucius
                  Gordon Drive, Suite 115, West Henrietta, New York 14586 and if
                  to the
                  Option Holder shall be addressed to the Option Holder at his or
                  her
                  address as it appears on the Company’s
                  records.

              


      

      


      
        	 	
                14.

              	
                Successors
                  and Assigns. This Award Agreement shall be binding upon and inure to
                  the benefit of the successors and assigns of the Company and, to
                  the
                  extent provided in Section 6 hereof, to the heirs or legatees
                  of the
                  Option Holder.

              


      

      


      
        	 	
                15.

              	
                Grant/Exercise
                  Subject to Applicable Regulatory Approvals. Any grant of Options under
                  the Plan is specifically conditioned on, and subject to, any required
                  regulatory approvals. If necessary approvals for the grant or exercise
                  are
                  not obtained, the Options may be cancelled or rescinded, or they
                  may
                  expire, as determined by the Company in its sole and absolute discretion.
                  The Company may restrict the exercise of any Option if the Shares
                  issuable
                  pursuant to the Option have not yet been registered pursuant to
                  the
                  Securities Act of 1933, as amended; provided, however, this limitation
                  shall not apply during the six (6) months immediately prior to
                  the
                  Expiration Date or if the Option Holder agrees in writing that
                  the Shares
                  issuable upon the exercise will be restricted securities and bear
                  a
                  restrictive legend.

              


      

       

      
        
          
          

        

        
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                16.

              	
                Applicable
                  Laws and Consent to Jurisdiction. The validity, construction,
                  interpretation and enforceability of this Award Agreement shall
                  be
                  determined and governed by the laws of the New York without giving
                  effect
                  to the principles of conflicts of law. For the purpose of litigating
                  any
                  dispute that arises under this Award Agreement, the parties hereby
                  consent
                  to exclusive jurisdiction in New York and agree that such litigation
                  shall
                  be conducted in the federal or state courts located in Rochester,
                  New
                  York.

              


      

      


      IN
        WITNESS WHEREOF,
        the
        Company and the Option Holder have caused this Award Agreement to be executed
        on
        the date set forth opposite their respective signatures, it being further
        understood that the date of grant may differ from the date of
        signature.

       

      


      
        	
                Dated:

              	
                ___________________

              	
                NaturalNano,
                  Inc.

              
	 	 	 
	 	 	 
	 	 	 
	 	 	
                By: 
                  ____________________________

              
	 	 	
                Chief
                  Executive Officer

              
	 	 	 
	
                Dated:

              	
                ___________________

              	
                Option
                  Holder

              
	 	 	 
	 	 	 
	 	
                 

              	_____________________________ 


      


      
        
          
          

        

        
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