Exhibit
        10.1


      [Redacted]


      


      


      


      LICENSE
        AGREEMENT

      


      BETWEEN

      


      TECHNOLOGY
        INNOVATIONS, LLC

      


      AND

      


      NATURALNANO,
        INC.

      


      


      EFFECTIVE
        AS OF APRIL 27, 2005

      


      


      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


       

      TABLE
        OF
        CONTENTS

      

        
          	 	
                  Page
                    No.

                
	
                  RECITALS

                	
                  1

                
	 	 
	
                  ARTICLE
                    1 - DEFINITIONS

                	
                  1

                
	 	 
	
                  ARTICLE
                    2 - LICENSE GRANT

                	
                  3

                
	 	 
	
                  ARTICLE
                    3 - ROYALTIES

                	
                  4

                
	 	 
	
                  ARTICLE
                    4 - CONFIDENTIALITY

                	
                  7

                
	 	 
	
                  ARTICLE
                    5 - TERM AND TERMINATION

                	
                  7

                
	 	 
	
                  ARTICLE
                    6 - PATENT MAINTENANCE AND REIMBURSEMENT

                	
                  9

                
	 	 
	
                  ARTICLE
                    7 - INFRINGEMENT AND LITIGATION

                	
                  9

                
	 	 
	
                  ARTICLE
                    8 - DISCLAIMER OF WARRANTY; INDEMNIFICATION

                	
                  9

                
	 	 
	
                  ARTICLE
                    9 - USE OF NAME; INDEPENDENT CONTRACTOR

                	
                  12

                
	 	 
	
                  ARTICLE
                    10 - ADDITIONAL PROVISIONS

                	
                  12

                


        

      

       

      Attachment
        1 Intellectual Property List

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      This
        License Agreement (“AGREEMENT”) is made by and between Technology Innovations,
        LLC (“LICENSOR”), having a place of business at 150 Lucius Gordon Drive, Suite
        215, West Henrietta, New York 14586 and NaturalNano, Inc. (“LICENSEE”), having a
        place of business at 150 Lucius Gordon Drive, Suite 124, West Henrietta,
        New
        York 14586.

      


      This
        AGREEMENT is effective as of April 27, 2005 (“EFFECTIVE DATE”).

      


      RECITALS

      


      WHEREAS,
        LICENSOR owns and is proprietor of certain intellectual property listed in
        Attachment 1 relating to applications of halloysite processes, structures
        and
        compositions; and

      


      WHEREAS,
        LICENSEE desires to secure an exclusive, field of use limited license to
        make,
        use and sell the intellectual property described in Attachment 1 hereto.
        

      


      NOW,
        THEREFORE, in consideration of the premises and of the promises and covenants
        contained herein and intending to be legally bound hereby, the parties agree
        as
        follows:

      


      ARTICLE
        1 - DEFINITIONS

      


      1.1    AFFILIATE
        means, when used with reference to LICENSEE, any ENTITY directly or indirectly
        controlling, controlled by or under common control with LICENSEE. For purposes
        of this AGREEMENT, “control” means the direct or indirect ownership of over
        fifty percent (50%) of the outstanding voting securities of an ENTITY, or
        the
        right to receive over fifty percent (50%) of the profits or earnings of an
        ENTITY, or the right to control the policy decisions of an ENTITY.

      


      1.2    BANKRUPTCY
        EVENT means the ENTITY in question becomes insolvent, or voluntary or
        involuntary proceedings by or against such ENTITY are instituted in bankruptcy
        or under any insolvency law, or a receiver or custodian is appointed for
        such
        ENTITY, or proceedings are instituted by or against such ENTITY for corporate
        reorganization or the dissolution of such ENTITY, which proceedings, if
        voluntary, shall not have been dismissed within sixty (60) days after the
        date
        of filing, or such ENTITY makes an assignment for the benefit of creditors,
        or
        substantially all of the assets of such ENTITY are seized or attached and
        not
        released within sixty (60) days thereafter.

       

      
        
          
          

        

        
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      1.3    CALENDAR
        QUARTER means each three-month period, or any portion thereof, beginning
        on
        January 1, April 1, July 1 and October 1.

      


      1.4    CALENDAR
        YEAR means a period of twelve (12) months beginning on January 1 and ending
        on
        December 31.

      


      1.5    CONFIDENTIAL
        INFORMATION means and includes all technical information, inventions, trade
        secrets, developments, discoveries, software, know-how, methods, techniques,
        formulae, data, processes and other proprietary ideas, whether or not patentable
        or copyrightable, identified as confidential or proprietary at the time it
        is
        delivered or communicated to LICENSEE.

      


      1.6    ENTITY
        means a corporation, an association, a joint venture, a partnership, a trust,
        a
        business, an individual, a government or political subdivision thereof,
        including an agency, or any other organization that can exercise independent
        legal standing.

      


      1.7    FIELD
        OR
        FIELD OF USE means non-medical uses of halloysite microtubule processes,
        structures, compositions and applications; [ ... ]

      


      1.8    LICENSEE
        shall include LICENSEE and its AFFILIATES.

      


      1.9    NET
        SALES
        means the cash consideration or FAIR MARKET VALUE attributable to the SALE
        of
        any LICENSED PRODUCT(S), less qualifying costs directly attributable to such
        SALE and actually identified on the invoice and borne by LICENSEE or its
        sublicensee.   

      


      1.9.1   Such
        qualifying costs shall be limited to the following:

      


      1.9.1.1    Discounts,
        in amounts customary in the trade, for quantity purchases, prompt payments
        and
        for wholesalers and distributors.

      


      1.9.1.2    Credits
        or refunds, not exceeding the original invoice amount, for claims or
        returns.

      


      1.9.1.3    Prepaid
        transportation insurance premiums.

      


      1.9.1.4    Prepaid
        outbound transportation expenses.

      


      1.9.1.5    Sales
        and
        use taxes imposed by a governmental agency.

      


      1.10    LICENSED
        PRODUCT(S) means product(s) which in the absence of this AGREEMENT would
        infringe at least one claim of PATENT RIGHTS or product(s) made, at least
        in
        part, using LICENSOR’S TECHNICAL INFORMATION.

       

      
        
          
          

        

        
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      1.11    PATENTED
        PRODUCT(S) means product(s) which are made, made for, used or sold, which
        manufacture, use or sale is covered by any claim of the LICENSOR’S PATENT RIGHTS
        in any country.

      


      1.12    PATENT
        RIGHTS means those United States patent applications listed in Attachment
        1
        hereto, and foreign counterparts including continuation, continuation-in-part,
        divisional and re-issue applications thereof, together with any and all patents
        issuing thereupon.

      


      1.13    TECHNICAL
        INFORMATION means research and development information, unpatented inventions,
        know-how, trade secrets, and technical data in the possession of LICENSOR
        on the
        EFFECTIVE DATE of this AGREEMENT which is needed to produce LICENSED
        PRODUCT(S).

      


      1.14    SALE
        means any bona fide transaction for which consideration is received for the
        sale, use, lease, transfer or other disposition of LICENSED PRODUCT(S). A
        SALE
        of LICENSED PRODUCT(S) shall be deemed completed at the time LICENSEE or
        its
        sublicensee receives payment for such LICENSED PRODUCT(S).

       

      ARTICLE
        2 - LICENSE GRANT

      


      2.1    LICENSOR
        grants to LICENSEE for the term of this AGREEMENT an exclusive, world-wide
        right
        and license, with the right to grant sublicenses, to make, have made, use
        and
        sell LICENSED PRODUCT(S) in the FIELD OF USE. No other rights or licenses
        are
        granted hereunder.

      


      2.2    The
        right
        to sublicense conferred upon LICENSEE under this AGREEMENT is subject to
        the
        following conditions:

      


      2.2.1    In
        each
        such sublicense, the sublicensee shall be prohibited from further sublicensing
        and shall be subject to the terms and conditions of the license granted to
        LICENSEE under this AGREEMENT. 

      


      2.2.2    LICENSEE
        shall forward to LICENSOR, within thirty (30) days of execution, a complete
        and
        accurate copy written in the English language of each sublicense granted
        hereunder. LICENSOR’S receipt of such sublicense shall not constitute an
        approval of such sublicense or a waiver of any of LICENSOR’S rights or
        LICENSEE’S obligations hereunder.

       

      
        
          
          

        

        
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      2.2.3    If
        LICENSEE becomes subject to a BANKRUPTCY EVENT, all payments then or thereafter
        due and owing to LICENSEE from its sublicensees shall upon notice from LICENSOR
        to any such sublicensee become payable directly to LICENSOR for the account
        of
        LICENSEE; provided however, that LICENSOR shall remit to LICENSEE the amount
        by
        which such payments exceed the amounts owed by LICENSEE to
        LICENSOR.

      


      2.2.4    Notwithstanding
        any such sublicense, LICENSEE shall remain primarily liable to LICENSOR for
        all
        of the LICENSEE’S duties and obligations contained in this AGREEMENT, and any
        act or omission of a sublicensee which would be a breach of this AGREEMENT
        if
        performed by LICENSEE shall be deemed to be a breach by LICENSEE of this
        AGREEMENT.

       

      ARTICLE
        3 - ROYALTIES

      


      3.1    ROYALTIES

      


      3.1.1    In
        consideration of the license granted herein, LICENSEE shall pay to LICENSOR
        a
        royalty of [ ... ] percent ([ ... ] %) of the NET SALES of LICENSED PRODUCT(S) made,
        made for, used or sold by LICENSEE and any sublicensees.

      


      3.1.2    LICENSEE
        shall promptly pay to LICENSOR [ ... ] percent ([ ... ] %) of any sublicense
        initiation fee or other such consideration, including, but not limited to,
        license fees, royalties and minimum royalties paid by each sublicensee of
        this
        AGREEMENT. 

      


      3.1.3    In
        the
        event that more than one royalty or payment is applicable to LICENSED
        PRODUCT(S), the royalty rate provided for in 3.1.1. or sublicensing fee or
        consideration due under 3.1.2 shall be prorated. For example, in the event
        two
        royalties or fees/payments are applicable, the royalty rate and payment
        percentage shall be reduced by one half, i.e. [ ... ] % and [ ... ] %, respectively.
        In the event that three royalties or payments would be applicable, the royalty
        rate and payment percentage shall be reduced by two thirds, i.e. [ ... ] % and [ ...
        ] %, respectively. 

      


      3.2    MILESTONES
        AND MAINTENANCE FEES

       

      
        
          
          

        

        
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      3.2.1    LICENSEE
        shall use its best efforts to develop for commercial use and to market LICENSED
        PRODUCT(S) as soon as practical, consistent with sound and reasonable business
        practices.

      


      3.2.2    LICENSEE
        shall provide LICENSOR on each June 1 and December 1 with written reports,
        setting forth in such detail as LICENSOR may reasonably request, the progress
        of
        the development, evaluation, testing and commercialization of the LICENSED
        PRODUCT(S). LICENSEE shall also notify LICENSOR within thirty (30) days of
        the
        first commercial sale of any LICENSED PRODUCT(S).

      


      3.2.3    LICENSEE
        shall pay to LICENSOR a nonrefundable minimum quarterly royalty fee of [
... ]
        dollars ($[ ... ]) commencing in the CALENDAR QUARTER that the first patent under
        PATENT RIGHTS issues. A minimum royalty payment paid hereunder shall serve
        as an
        advanced payment against royalties due under Section 3.1 herein during the
        period for which such minimum royalty payment was paid.

      


      3.3    REPORTS
        AND RECORDS

      


      3.3.1    LICENSEE
        shall deliver to LICENSOR within forty-five (45) days after the end of each
        CALENDAR QUARTER a report, certified by the chief financial officer of LICENSEE
        setting forth in reasonable detail the calculation of the royalties due to
        LICENSOR for such CALENDAR QUARTER, including, without limitation:

      


      3.3.1.1    Number
        of
        LICENSED PRODUCT(S) involved in SALES, listed by country.

      


      3.3.1.2    Gross
        consideration for SALES of LICENSED PRODUCT(S), including all amounts invoiced,
        billed, or received.

      


      3.3.1.3    Qualifying
        costs, as defined in Section 1.13, listed by category of cost.

      


      3.3.1.4    NET
        SALES
        of LICENSED PRODUCT(S) listed by country.

      


      3.3.1.5    Royalties
        owed to LICENSOR, listed by category, including without limitation earned,
        sublicense derived, and minimum royalty categories.

      


      3.3.1.6    Earned
        royalty amounts credited against minimum royalty payments. 

       

      
        
          
          

        

        
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      3.3.2    Payments
        under Sections 3.1 and 3.2 hereof shall be paid within forty-five (45) days
        following the last day of the CALENDAR QUARTER in which the royalties or
        payments accrue and shall accompany the report of Section 3.3.1.

      


      3.3.3    LICENSEE
        will maintain and cause its sublicensees to maintain, complete and accurate
        books and records which enable the royalties payable hereunder to be verified.
        The records for each CALENDAR QUARTER shall be maintained for three years
        after
        the submission of each report under Article 3 hereof. Upon reasonable prior
        notice to LICENSEE, LICENSOR and its accountants shall have access to all
        books
        and records relating to the SALES of LICENSED PRODUCT(S) by LICENSEE and
        its
        sublicensees to conduct a review or audit thereof. Such access shall be
        available not more than once each CALENDAR YEAR, during normal business hours,
        and for each of three years after the expiration or termination of this
        AGREEMENT. If LICENSOR determines that LICENSEE has underpaid royalties by
        5% or
        more, LICENSEE will pay the costs and expenses of LICENSOR and its accountants
        in connection with their review or audit.

      


      3.4    CURRENCY,
        PLACE OF PAYMENT, INTEREST

      


      3.4.1    All
        dollar amounts referred to in this AGREEMENT are expressed in United States
        dollars. All payments to LICENSOR under this AGREEMENT shall be made in United
        States dollars by check payable to “Technology Innovations, LLC”.

      


      3.4.2    If
        LICENSEE receives revenues from SALES of LICENSED PRODUCT(S) in currency
        other
        than United States dollars, revenues shall be converted into United States
        dollars at the conversion rate for the foreign currency as published in the
        eastern edition of The Wall Street Journal as of the last business day of
        the
        applicable CALENDAR QUARTER.

      


      3.4.3    Amounts
        that are not paid when due shall accrue interest from the due date until
        paid,
        at a rate equal to one and one-half percent (1.5%) per month (or the maximum
        allowed by law, if less).



      
        
          
          

        

        
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      ARTICLE
        4 - CONFIDENTIALITY

      


      4.1    LICENSEE
        agrees to maintain in confidence and not to disclose to any third party any
        CONFIDENTIAL INFORMATION of LICENSOR received pursuant to this AGREEMENT.
        LICENSEE agrees to ensure that its employees have access to CONFIDENTIAL
        INFORMATION only on a need-to-know basis and are obligated in writing to
        abide
        by LICENSEE’S obligations hereunder. The foregoing obligation shall not apply
        to:

      


      4.1.1    information
        that is known to LICENSEE or independently developed by LICENSEE prior to
        the
        time of disclosure, in each case, to the extent evidenced by written records
        promptly disclosed to LICENSOR upon receipt of the CONFIDENTIAL
        INFORMATION;

      


      4.1.2    information
        disclosed to LICENSEE by a third party that has a right to make such
        disclosure;

      


      4.1.3    information
        that becomes patented, published or otherwise part of the public domain as
        a
        result of acts by LICENSOR or a third person obtaining such information as
        a
        matter of right; or 

      


      4.1.4    information
        that is required to be disclosed by order of United States governmental
        authority or a court of competent jurisdiction; provided that LICENSEE shall
        use
        its best efforts to obtain confidential treatment of such information by
        the
        agency or court.

       

      ARTICLE
        5 - TERM AND TERMINATION

      


      5.1    This
        AGREEMENT, unless sooner terminated as provided herein, shall terminate upon
        the
        expiration of the last to expire or become abandoned of the PATENT
        RIGHTS.

      


      5.2    LICENSEE
        may, at its option, terminate this AGREEMENT at any time by doing all of
        the
        following:

      


      5.2.1    by
        ceasing to make, have made, use and sell all LICENSED PRODUCT(S);
        and

      


      5.2.2    by
        terminating all sublicenses, and causing all sublicensees to cease making,
        having made, using and selling all LICENSED PRODUCT(S); and

      


      5.2.3    by
        giving
        sixty (60) days’ notice to LICENSOR of such cessation and of LICENSEE’S intent
        to terminate; and 

          


      5.2.4    by
        tendering payment of all accrued royalties.

       

      
        
          
          

        

        
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      5.3    LICENSOR
        may terminate this AGREEMENT if any of the following occur:

      


      5.3.1    LICENSEE
        becomes more than sixty (60) days in arrears in payment of royalties or expenses
        due pursuant to this AGREEMENT and LICENSEE does not provide full payment
        immediately upon demand; or

      


      5.3.2    LICENSEE
        becomes subject to a BANKRUPTCY EVENT; or

      


      5.3.3    LICENSEE
        breaches this AGREEMENT and does not cure such breach within sixty (60) days
        written notice thereof.

      


      5.4    LICENSOR
        may also terminate this AGREEMENT if:

      


      5.4.1    five
        (5)
        years have elapsed from the EFFECTIVE DATE of this AGREEMENT; and 

      


      5.4.2    LICENSEE
        has not made a SALE of a LICENSED PRODUCT(S) or has no sublicensees doing
        so;
        and

      


      5.4.3    LICENSOR
        has given LICENSEE sixty (60) days notice of intent to terminate.

      


      5.5    If
        LICENSEE becomes subject to a BANKRUPTCY EVENT, all duties of LICENSOR and
        all
        rights (but not duties) of LICENSEE under this AGREEMENT shall immediately
        terminate without the necessity of any action being taken either by LICENSOR
        or
        by LICENSEE. To secure the complete and timely payment and satisfaction of
        all
        LICENSEE’S royalty obligations under this AGREEMENT, LICENSEE hereby grants to
        LICENSOR a security interest, effective immediately, in LICENSEE’S entire right,
        title and interest in and to this AGREEMENT and to all inventories of LICENSED
        PRODUCT(S) now or hereafter owned by LICENSEE. In addition to any rights
        or
        remedies provided for under this AGREEMENT, LICENSOR shall have all of the
        rights and remedies of a secured party under the Uniform Commercial Code.
        Upon
        the request and at the sole expense of LICENSOR, LICENSEE shall execute any
        and
        all instruments or documents as shall be reasonably necessary to evidence
        and
        perfect such security interest in any jurisdiction.

      


      5.6    Upon
        termination of this AGREEMENT, LICENSEE shall, at LICENSOR’S request, return to
        LICENSOR all CONFIDENTIAL INFORMATION fixed in any tangible medium of expression
        as well as any data generated by LICENSEE during the term of this AGREEMENT
        which will facilitate the development of the technology licensed
        hereunder.

       

      
        
          
          

        

        
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      5.7    LICENSEE’S
        obligation to pay royalties accrued under Article 3 hereof shall survive
        termination of this AGREEMENT. In addition, the provisions of Articles 4,
        5, 8,
        9 and 10 shall survive such termination.

       

      ARTICLE
        6 - PATENT MAINTENANCE 

      


      6.1    LICENSOR
        shall control and diligently prosecute and maintain PATENT RIGHTS. All costs
        associated with the prosecution and maintenance of the PATENT RIGHTS shall
        be
        paid by the LICENSEE. 

      


      6.2    LICENSEE
        and its sublicensees shall comply with all United States and foreign laws
        with
        respect to patent marking of LICENSED PRODUCT(S).

       

      ARTICLE
        7 - INFRINGEMENT AND LITIGATION

      


      7.1    LICENSOR
        and LICENSEE are responsible for notifying each other promptly of any
        infringement of PATENT RIGHTS which may come to their attention. The parties
        shall consult one another in a timely manner concerning any appropriate response
        thereto.

      


      7.2    In
        any
        action to enforce any of the PATENT RIGHTS, either party, at the request
        and
        expense of the other party, shall cooperate to the fullest extent reasonably
        possible. This provision shall not be construed to require either party to
        undertake any activities, including legal discovery, at the request of any
        third
        party except as may be required by lawful process of a court of competent
        jurisdiction.

       

      ARTICLE
        8 - DISCLAIMER OF WARRANTY; INDEMNIFICATION

      


      8.1    THE
        PATENT RIGHTS, TECHNICAL INFORMATION, LICENSED PRODUCT(S) AND ALL OTHER
        TECHNOLOGY LICENSED UNDER THIS AGREEMENT ARE PROVIDED ON AN “AS IS” BASIS AND NO
        REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, ARE MADE WITH RESPECT
        THERETO. BY WAY OF EXAMPLE BUT NOT OF LIMITATION, NO REPRESENTATIONS OR
        WARRANTIES ARE MADE (i) OF COMMERCIAL UTILITY; (ii) OF MERCHANTABILITY OR
        FITNESS FOR A PARTICULAR PURPOSE; OR (iii) THAT THE USE OF THE PATENT RIGHTS,
        TECHNICAL INFORMATION, LICENSED PRODUCT(S) AND ALL TECHNOLOGY LICENSED UNDER
        THIS AGREEMENT WILL NOT INFRINGE ANY PATENT, COPYRIGHT OR TRADEMARK OR OTHER
        PROPRIETARY OR PROPERTY RIGHTS OF OTHERS. LICENSOR SHALL NOT BE LIABLE TO
        LICENSEE, LICENSEE’S SUCCESSORS OR ASSIGNS OR ANY THIRD PARTY WITH RESPECT TO:
        ANY CLAIM ARISING FROM THE USE OF THE PATENT RIGHTS, TECHNICAL INFORMATION,
        LICENSED PRODUCT(S) AND ALL TECHNOLOGY LICENSED UNDER THIS AGREEMENT OR FROM
        THE
        MANUFACTURE, USE OR SALE OF LICENSED PRODUCT(S); OR ANY CLAIM FOR LOSS OF
        PROFITS, LOSS OR INTERRUPTION OF BUSINESS, OR FOR INDIRECT, SPECIAL OR
        CONSEQUENTIAL DAMAGES OF ANY KIND.

       

      
        
          
          

        

        
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      8.2 LICENSEE
        will defend, indemnify and hold harmless LICENSOR, its trustees, officers,
        agents and employees (individually, an “Indemnified Party”, and collectively,
        the “Indemnified Parties”), from and against any and all liability, loss,
        damage, action, claim or expense suffered or incurred by the Indemnified
        Parties
        (including attorney’s fees) (individually, a “Liability”, and collectively, the
“Liabilities”) that results from or arises out of: (a) the development, use,
        manufacture, promotion, sale or other disposition, of any TECHNICAL INFORMATION,
        PATENT RIGHTS or LICENSED PRODUCT(S) by LICENSEE, its assignees, sublicensees,
        vendors or other third parties; (b) breach by LICENSEE of any covenant or
        agreement contained in this AGREEMENT; and (c) the enforcement by an Indemnified
        Party of its rights under this Section. Without limiting the foregoing, LICENSEE
        will defend, indemnify and hold harmless the Indemnified Parties from and
        against any Liabilities resulting from:

      


      8.2.1    any
        product liability or other claim of any kind related to the use by a third
        party
        of a LICENSED PRODUCT(S) that was manufactured, sold or otherwise disposed
        by
        LICENSEE, its assignees, sublicensees, vendors or other third
        parties;

      


      8.2.2    a
        claim
        by a third party that the TECHNICAL INFORMATION or PATENT RIGHTS or the design,
        composition, manufacture, use, sale or other disposition of any LICENSED
        PRODUCT(S) infringes or violates any patent, copyright, trademark or other
        intellectual property rights of such third party; and

       

      
        
          
          

        

        
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      8.3    The
        Indemnified Party shall promptly notify LICENSEE of any claim or action giving
        rise to Liabilities subject to the provisions of the foregoing Section. LICENSEE
        shall have the right to defend any such claim or action, at its cost and
        expense. LICENSEE shall not settle or compromise any such claim or action
        in a
        manner that imposes any restrictions or obligations on LICENSOR or grants
        any
        rights to the TECHNICAL INFORMATION, PATENT RIGHTS or PATENTED PRODUCT(S)
        without LICENSOR’S prior written consent. If LICENSEE fails or declines to
        assume the defense of any such claim or action within thirty (30) days after
        notice thereof, LICENSOR may assume the defense of such claim or action for
        the
        account and at the risk of LICENSEE, and any Liabilities related thereto
        shall
        be conclusively deemed a liability of LICENSEE. LICENSEE shall pay promptly
        to
        the Indemnified Party any Liabilities to which the foregoing indemnity relates,
        as incurred. The indemnification rights of LICENSOR or other Indemnified
        Party
        contained herein are in addition to all other rights which such Indemnified
        Party may have at law or in equity or otherwise.

      


      8.4    INSURANCE

      


      8.4.1    LICENSEE
        shall procure and maintain a policy or policies of comprehensive general
        liability insurance, including broad form and contractual liability, in a
        minimum amount of [ ... ] dollars ($[ ... ]) combined single limit per occurrence
        and in the aggregate as respects personal injury, bodily injury and property
        damage arising out of LICENSEE’S performance of this AGREEMENT.

      


      8.4.2    The
        policy or policies of insurance specified herein shall be issued by an insurance
        carrier with an A.M. Best rating of “A” or better and shall name LICENSOR as an
        additional insured with respect to LICENSEE’S performance of this AGREEMENT.
        LICENSEE shall provide LICENSOR with certificates evidencing the insurance
        coverage required herein and all subsequent renewals thereof. Such certificates
        shall provide that LICENSEE’S insurance carrier(s) notify LICENSOR in writing at
        least 30 days prior to cancellation or material change in coverage.

       

      
        
          
          

        

        
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      8.4.3    LICENSOR
        shall periodically review the adequacy of the minimum limits of liability
        specified herein. Further, LICENSOR reserves the right to require LICENSEE
        to
        adjust such coverage limits accordingly. The specified minimum insurance
        amounts
        shall not constitute a limitation on LICENSEE’S obligation to indemnify LICENSOR
        under this AGREEMENT.

       

      ARTICLE
        9 - USE OF LICENSOR’S NAME; INDEPENDENT CONTRACTOR

      


      9.1    LICENSEE
        and its employees and agents shall not use and LICENSEE shall not permit
        its
        sublicensees to use LICENSOR’S name, any adaptation thereof, any LICENSOR
        logotype, trademark, service mark or slogan or the name mark or logotype
        of any
        LICENSOR representative or organization in any way without the prior, written
        consent of LICENSOR.

      


      9.2    Nothing
        herein shall be deemed to establish a relationship of principal and agent
        between LICENSOR and LICENSEE, nor any of their agents or employees for any
        purpose whatsoever. This AGREEMENT shall not be construed as constituting
        LICENSOR and LICENSEE as partners, or as creating any other form of legal
        association or arrangement which would impose liability upon one party for
        the
        act or failure to act of the other party.

       

      ARTICLE
        10 - ADDITIONAL PROVISIONS

      


      10.1    LICENSEE
        shall comply with all prevailing laws, rules and regulations pertaining to
        the
        development, testing, manufacture, marketing, sale, use, import or export
        of
        product(s). Without limiting the foregoing, it is understood that this AGREEMENT
        may be subject to United States laws and regulations controlling the export
        of
        technical data, computer software, laboratory prototypes and other commodities,
        articles and information, including the Arms Export Control Act as amended
        in
        the Export Administration Act of 1979, and that the parties obligations
        hereunder are contingent upon compliance with applicable United States export
        laws and regulations. The transfer of certain technical data and commodities
        may
        require a license from the cognizant agency of the United States Government
        and/or written assurances by LICENSEE that LICENSEE shall not export data
        or
        commodities to certain foreign countries without prior approval of such agency.
        LICENSOR neither represents that a license is not required nor that, if
        required, it will issue.

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      


      10.2    This
        AGREEMENT and the rights and duties appertaining thereto may not be assigned
        by
        LICENSEE without first obtaining the express written consent of LICENSOR.
        Any
        such purported assignment, without the written consent of LICENSOR, shall
        be
        null and of no effect.

      


      10.3    Notices,
        payments, statements, reports and other communications under this AGREEMENT
        shall be in writing and shall be deemed to have been received as of the date
        dispatched if sent by public overnight courier (e.g., Federal Express) and
        addressed as follows:

      


      If
        for
        LICENSOR:

      


      Technology
        Innovations, LLC


      150
        Lucius Gordon Drive, Suite 215


      West
        Henrietta, New York 14586


      Attn: Michael
        L. Weiner, Chief Executive Officer

      


      If
        for
        LICENSEE:

      


      NaturalNano,
        Inc.


      150
        Lucius Gordon Drive, Suite 124


      West
        Henrietta, New York 14586


      Attn: Michael
        Riedlinger, President

      


      Either
        party may change its official address upon written notice to the other
        party.

      


      10.4    This
        AGREEMENT shall be construed and governed in accordance with the laws of
        the
        State of New York, without giving effect to conflict of law
        provisions.

      


      10.5    Any
        modification of this AGREEMENT shall be in writing and signed by an authorized
        representative of each party.

      


      10.6    In
        the
        event that a party to this AGREEMENT perceives the existence of a dispute
        with
        the other party concerning any right or duty provided for herein, the parties
        shall, as soon as practicable, confer in an attempt to resolve the dispute.
        If
        the parties are unable to resolve such dispute amicably, then the parties
        hereby
        submit to the exclusive jurisdiction of and venue in the courts located in
        the
        State of New York with respect to any and all disputes concerning the subject
        of
        this AGREEMENT.

      


      10.7    A
        waiver
        by either party of a breach or violation of any provision of this AGREEMENT
        will
        not constitute or be construed as a waiver of any subsequent breach or violation
        of that provision or as a waiver of any breach or violation of any other
        provision of this AGREEMENT.

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      


      10.8    Any
        of
        the provisions of this AGREEMENT which are determined to be invalid or
        unenforceable in any jurisdiction shall be ineffective to the extent of such
        invalidity or unenforceability in such jurisdiction, without rendering invalid
        or unenforceable the remaining provisions hereof or affecting the validity
        or
        unenforceability of any of the terms of this AGREEMENT in any other
        jurisdiction.

      


      10.9    The
        headings and captions used in this AGREEMENT are for convenience of reference
        only and shall not affect its construction or interpretation.

      


      10.10    Nothing
        in this AGREEMENT, express or implied, is intended to confer on any person,
        other than the parties hereto or their permitted assigns, any benefits, rights
        or remedies.

      


      


      



      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF the parties, intending to be legally bound, have caused this
        AGREEMENT to be executed by their duly authorized representatives.

       

       

      LICENSOR:

      


      TECHNOLOGY
        INNOVATIONS, LLC

      


      By:______________________________________________

      Michael
        L. Weiner, CEO

       

      


      LICENSEE:

      


      NATURALNANO,
        INC.

      


      By:______________________________________________

      Michael
        Riedlinger, President

       

      


      



      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

       

      
        ATTACHMENT
          1

        


        Intellectual
          Property List

        


        Technology
          to be licensed to NaturalNano, Inc. from Technology Innovations,
          LLC

         

        
          	 	
                  1.

                	
                  Provisional
                    Patent application [ ... ] and any subsequent patents including
                    continuations-in-part, titled: “[ ... ]” filing date: October 7,
                    2004.

                


        

         

        
          	 	
                  2.

                	
                  Continuation-in-part
                    of Provisional Patent application [ ... ] known also as [ ... ] and now
                    referred to as [ ... ] and titled: “[ ... ]” with filing date of: April 4,
                    2005.

                


        

         

        
          	 	
                  3.

                	
                  PCT
                    known as [ ... ] titled: “[ ... ]” with filing date of April 5,
                    2005.

                


        

         

        
          	 	
                  4.

                	
                  Patent
                    application known as [ ... ] with deposit date of January 25, 2005 titled:
                    “[ ... ]”

                


        

        


      

      
        
          
          

        

        
          16