Exhibit
        10.3

      
 

                                  January
        3,
        2005

      


      


      


      Michael
        Riedlinger

      30
        Alpine
        Drive      

      Rochester,
        New York 14618

      


      Dear
        Michael,

      


      We
        are
        pleased to extend to you an offer of employment as the President of NaturalNano,
        Inc. (“the company”) effective April 4, 2005. Your annual full time salary will
        be $100,000 which will be paid on a bi-weekly basis at the rate of $3846.15
        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.
        You
        will also be eligible for an initial grant of 1,500,000 stock options at
        grant
        price of $.10 per share. These shares will vest as follows: 500,000 on the
        date
        of grant, 500,000 on March 1, 2006 and the remaining 500,000 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 all strategic, operational and financial matters
        of the company. You will report directly to the Board of Directors and be
        responsive as requested to the board members and related sub-committees of
        the
        board.

      


      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.


      
        
          1

        

        
           

          
            

          

        

        
           

        

      

      


      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
        Weiner

      Chairman
        of the Board

      NaturalNano,
        Inc.

      


      Agreed
        to
        and accepted _________________________________ Date: _________


      
        
          2

        

        
           

          
            

          

        

        
           

        

      

      
 

      September
        20, 2005

      


      


       

      


      Michael
        Riedlinger

      30
        Alpine
        Drive      

      Rochester,
        New York 14618

      


      RE: 
Amendment
        No. 1 to Employment Letter

      


      Dear
        Michael,

      


      This
        letter hereby amends your employment letter dated January 3, 2005. 

      


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

      


      “We
        are
        pleased to extend to you an offer of employment as the President of NaturalNano,
        Inc. (“the company”) effective January 1, 2005. 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, a new paragraph shall be added as follows:

      


      “Upon
        completion of the company’s raising financing of not less than $3,000,000, you
        shall receive a cash bonus of $10,000. Additionally, 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) the Company’s stock shall have traded at an average price of $1.00 or
        greater for a period of not less than 30 days; and (iii) the Company shall
        demonstrate progress in achieving its milestones as more fully described
        in the
        Company’s business plan.”

      


       

      
        
          3

        

        
           

          
            

          

        

        
           

        

      


      All
        other
        terms and conditions of your employment will remain the same. Please let
        me know
        if you have any questions and we are pleased with the progress the company
        is
        making and your contributions to its success.

      


      Regards,

      


      


      Michael
        Weiner

      Director

      NaturalNano,
        Inc.

      


      Agreed
        to
        and accepted _________________________________ Date:_________

       

       

       

       

      
        
          4