Exhibit
        10.4

       

      March
        17,
        2005

      


      


      Kathleen
        A. Browne      

      80
        Georgian Court

      Rochester,
        New York 14610

      


      Dear
        Kathleen,

      


      We
        are
        pleased to extend to you an offer of employment as the Chief Financial Officer
        of NaturalNano, Inc. (“the company”) effective on a part time consulting basis
        beginning April 4, 2005 (at an hourly rate of $60/hour) with the expectation
        that you will be available as a full time employee in advance of the public
        filings and the anticipated merger agreement specifically discussed during
        your
        interview. Your annual full time salary will be $120,000 which will be paid
        on a
        bi-weekly basis at the rate of $4615.38 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 the statutory benefits defined by federal and local laws, (FICA,
        FUTA, New York 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
        which
        you may elect at any time these benefits cease to be provided by your former
        employer. You will also be eligible for an initial grant of 200,000 stock
        options at grant price of $.10 per share. These shares will vest on a monthly
        basis (at the rate of 16,667 options per month) with the first vesting date
        of
        May 31, 2005 and continue each month thereafter until the entire grant has
        vested. 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 all financial matters of the company, including
        but not limited to: the maintenance of accounting systems and controls,
        preparation of budgets, financial statements, special reports and related
        analysis for: shareholder reporting as required under SEC regulations as
        well as
        the company’s Board of Directors and Audit Committee. You will report directly
        to Michael Riedlinger, President of NaturalNano and will be responsive to
        all
        levels of management and the Board as needed.


      
        
           

        

        
          1

          
            

          

        

        
           

        

      


      


      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.

      


      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: _________

       

      



      
        
           

        

        
          2

          
            

          

        

        
           

        

      

       

      September
        20, 2005

      


      


      Kathleen
        A. Browne      

      80
        Georgian Court

      Rochester,
        New York 14610

      


      RE:  Amendment
        No. 1 to Employment Letter

      


      Dear
        Kathleen,

      


      This
        letter hereby amends your employment letter dated March 17, 2005.

      


      The
        first
        paragraph of the letter is hereby amendment to read as follows: 

      


      “We
        are
        pleased to extend to you an offer of employment as the Chief Financial Officer
        of NaturalNano, Inc. (“the Company”) effective on a part time consulting basis
        beginning April 4, 2005 (at an hourly rate of $60/hour) with the expectation
        that you will be available as a full time employee in advance of the public
        filings and the anticipated merger agreement specifically discussed during
        your
        interview. Your annual full time salary will be $135,000 which will be paid
        on a
        bi-weekly basis at the rate of $5,192.30 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, two new paragraphs shall be added as follows:

      


      “You
        shall be eligible to receive a bonus of up to $20,000 upon completion of
        certain
        milestones which include the following: (i) the Company shall be listed and
        trading on the OTCBB; (ii) satisfaction of performance criteria established
        by
        the Board of Directors; and (iii) the Company shall demonstrate progress
        in
        achieving its milestones as more fully described in the Company’s business
        plan.”

      


      “In
        addition to the initial option grant of 200,000, you shall receive and
        additional incentive grant for 200,000 stock options at a grant price of
        $.10
        per share (“Incentive Stock Grant”). This Incentive Stock Grant shall vest one
        half on December 31, 2006 and the remaining one half on December 31, 2007.
        Notwithstanding any provision herein to the contrary any unvested portion
        of the
        Incentive Stock Grant 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.”


      
        
           

        

        
          3

          
            

          

        

        
           

        

      


      September
        20, 2005

      Page
        Two

      


      


       

      All
        other
        terms and conditions of your employment will remain the same. Please let
        me know
        if you have any other questions and I look forward to working with you to
        make
        NaturalNano a success.

      


      Regards,

      


      


      Michael
        Riedlinger

      President
        

      NaturalNano,
        Inc.

      


      


      Agreed
        to
        and accepted _________________________________ Date: _________

       


      
        
           

        

        
          4