Exhibit
        10.5

       

      September
        23, 2005

      


      


      


      Sarah
        Cooper

      250
        W. El
        Camino Real      

      Apt.
        2410

      Sunnyvale,
        California 94087-1378

      


      Dear
        Sarah,

      


      We
        are
        pleased to extend to you an offer of employment as the Chief Technology Officer
        of NaturalNano, Inc. (“the company”) effective October 1, 2005. Your annual full
        time salary will be $110,000 which will be paid on a bi-weekly basis at the
        rate
        of $4,230.76 in gross wages every two weeks. You will be entitled to four
        weeks
        vacation (20 days) annually, earned on a pro-rata basis of 1.67 days each
        month.
        You will be eligible for a review of this compensation package effective
        January
        1, 2006. In addition to your base salary, upon acceptance of this offer you
        shall receive a signing bonus in the amount of $7,000.00

      


      In
        addition to the statutory benefits defined by federal and local laws, (FICA,
        FUTA, applicable State Disability Insurance and Workers Compensation) you
        will
        be entitled to the benefits available to other NaturalNano officers and
        employees. Currently this includes employer paid health and dental insurance
        coverage. You will also be eligible for an initial grant of 300,000 stock
        options at grant price of $.10 per share. These shares will vest as follows:
        100,000 on the date of grant; 100,000 on March 1, 2006 and the remaining
        100,000
        on March 1, 2007. Notwithstanding any provision herein to the contrary, any
        unvested portion of the option shall immediately expire upon termination
        of
        employment for any reason. This option grant will be governed pursuant to
        the
“NaturalNano, Inc. 2004 Stock Option Plan.”

      


      Your
        job
        responsibilities will include the development of technology applications
        for the
        use of naturally occurring nanomaterials in medical and non-medical fields
        and
        writing and submitting related patent applications in coordination with the
        strategic plans of the company. You will report directly to me as the President
        of the company and as an officer of the company, will be expected to be
        responsive to the Scientific Advisory Board, the Board of Directors and other
        members of the management team as necessary.

      


      This
        agreement is terminable by you or the company upon ninety (90) days’ written
        notice or by us for cause or upon your death or disability. As a condition
        of
        your employment, you will be required to sign our standard non-disclosure
        agreement regarding confidential proprietary information obtained in the
        course
        of your employment. A copy of this agreement is attached to this letter for
        your
        reference.


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      September
        23, 2005

      Page
        Two

      
 

      Please
        indicate your acceptance by signing below and returning a signed copy to
        my
        attention. I look forward to working with you at
        NaturalNano—WELCOME!!

      


      Regards,

      


      


      Michael
        Riedlinger

      President

      NaturalNano,
        Inc.

      


      


      Agreed
        to
        and accepted _________________________________ Date: _________