Exhibit
        10.1

      


      WARRANT
        PURCHASE AGREEMENT

      


       

      This
        Warrant Purchase Agreement (the “Agreement”),
        dated
        as of August 9, 2006, is by and between NaturalNano, Inc., a
        corporation, with
        a
        mailing address at 150 Lucius Gordon Drive, Suite 115, West Henrietta, New
        York
        14586  (the
        “Seller”)
        and
        CRESTVIEW CAPITAL MASTER, LLC, with mailing address at 95 Revere Drive, Suite
        A,
        Northbrook, Illinois 60062 (“Buyer”).

       

      WITNESSETH:

      


       

      WHEREAS,
        Seller
        holds a warrant for 750,000 shares
        of
        Common Stock (the
        “Warrant”) of Atlas Mining Company, an Idaho corporation (the “Company”);

       

      WHEREAS,
        the
        warrant is represented by Warrant certificate #022 dated January 28, 2005,
        registered in the name of Seller on the books of the Company (the “Original Warrant”);
        and

       

      WHEREAS,
        the
        parties hereto desire that Seller sells, transfers, conveys and assigns to
        Buyer, and Buyer purchases and acquires from Seller, the Warrant and any
        and all
        rights and benefits incident to the ownership thereof.

       

      NOW,
        THEREFORE,
        in
        consideration of the premises and the mutual covenants contained herein,
        and for
        other good and valuable consideration, the receipt and sufficiency of which
        is
        hereby acknowledged, the parties hereto hereby agree as follows:

       

      
        SECTION
          1. Sale
          and Purchase of Warrant; Closing.

         

        1.1
          Sale
          and Purchase.
          Subject
          to the terms and conditions of this Agreement, Seller shall sell, convey,
          assign
          and deliver to Buyer, and Buyer shall purchase from Seller, the Warrant
          and any
          and all rights and benefits incident to the ownership thereof for and in
          consideration of the sum of $562,500 (the “Purchase Amount”), payable as set
          forth in Section 1.2 hereof.

         

        1.2
          Closing:
          Escrow Arrangement.
          The
          parties and Melissa A. Mahler, Esq. as escrow agent (the “Escrow Agent”), are
          today entering into an escrow agreement (the “Escrow Agreement”) under which
          Buyer will deposit the Purchase Amount with the Escrow Agent for delivery
          to
          Seller against receipt by the Escrow Agent of a Warrant containing the
          same
          terms as the Original Warrant, in the name of the Buyer (the “New Warrant”).
          Buyer agrees to deliver the Purchase Amount to the Escrow Agent within
          two
          business days after the date hereof, and Seller agrees, within two business
          days
          after receipt of notification from the Escrow Agent of the Escrow Agent’s
          receipt of the Purchase Amount, to deliver, via overnight courier, to the
          Company (i) the Original Warrant, (ii) a duly executed instrument of transfer
          (with signature medallion guaranteed, if required), (iii) copies of all
          corporate or other applicable resolutions as to authority, if applicable,
          (iv)
          all other documents necessary to ensure the proper transfer of the Original
          Warrant, and (v) instructions that the New Warrant be delivered to the
          Escrow
          Agent.

         

        1.3
          The
          parties agree
          that if required by the Company, they will arrange for counsel to deliver,
          on or
          as soon as practicable after the date the Original Warrant is delivered
          by
          Seller, to the Company its
          opinion, addressed to the Company, that the transfer of the Original Warrant
          hereunder is exempt from the registration requirements of the Securities
          Act of
          1933, as amended (the “Act”). Seller and Buyer each hereby acknowledges and
          agrees that said counsel will be relying upon the representations and warranties
          made by it herein as if made directly to said counsel. 

         

        1.4
          If
          delivery of the New Warrant is not made to the Escrow Agent within 45 days
          from
          the date hereof, Buyer shall have the right to terminate this Agreement
          as
          provided in the Escrow Agreement.

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        1.5
          Additional
          Covenants.
          Buyer
          and Seller each agrees to take promptly such steps, and execute and deliver
          such
          instruments, corporate resolutions and other documents, as may be reasonably
          requested by the Company, or the transfer agent of the Company (the
“Transfer
          Agent”)
          to
          cause the Company to deliver the New Warrant to the Escrow
          Agent. In
          addition, the Seller will use its reasonable best efforts to cooperate
          with the
          Buyer in the Buyer’s efforts to have the Company extend the expiration date of
          the New Warrant.

         

        SECTION
          2. Representations
          and Warranties of Buyer.
          For
          purposes of this Section 2, the term Warrant refers to both the Original
          Warrant
          and New Warrant. Buyer represents and warrants to Seller, as of the date
          hereof,
          as follows:

         

        2.1
          Organization;
          Authority.
          Buyer,
          is duly organized, validly existing and in good standing under the laws
          of the
          jurisdiction of its organization, with full right, power and authority
          to enter
          into and to consummate the transactions contemplated by this Agreement
          and
          otherwise to carry out its obligations hereunder, and the execution, delivery
          and performance by Buyer of the documents and transactions contemplated
          by this
          Agreement have been duly authorized by all necessary corporate or similar
          action
          on the part of Buyer. This Agreement, when executed and delivered by Buyer,
          will
          constitute a valid and legally binding obligation of Buyer, enforceable
          against
          Buyer in accordance with its terms, except (a) as limited by applicable
          bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance
          and
          any other laws of general application affecting enforcement of creditors’ rights
          generally, (b) as limited by laws relating to the availability of specific
          performance, injunctive relief or other equitable remedies, or (c) to the
          extent
          the indemnification provisions contained herein may be limited by federal
          or
          state securities laws.

         

        2.2
          Investment
          Intent.
          Buyer
          is acquiring the Warrant for investment and for its own account and not
          as a
          nominee or agent, and not with a view to or for sale in connection with
          any
          distribution, resale or public offering of such Warrant or any part thereof
          in
          violation of the Act. Buyer does not presently have any contract, undertaking,
          agreement or arrangement with any entity, organization or individual (each
          a
“Person”)
          to
          sell, transfer or grant participations to any Person with respect to the
          Warrant.

         

        2.3
          Investment
          Experience; Access to Information.
          Buyer
          (a) has such knowledge and experience in financial and business matters
          as to be
          capable of evaluating the merits and risks of its investment in the Warrant
          and
          to make an informed decision to so invest, has so evaluated and understands
          said
          risks and merits, and can afford a complete loss of such investment, (b)
          understands the terms of, and risks associated with, the acquisition of
          the
          Warrant, and (c) has had the opportunity to review such disclosure regarding
          the
          Company, its business, its financial condition and its prospects as Buyer
          has
          determined to be necessary in connection with the purchase of the Warrant,
          including all of the Company’s filings with the Securities and Exchange
          Commission.

         

        2.4
          Buyer
          Status.
          At the
          time Buyer was offered the Warrant it was, and at the date hereof it is,
          an
“accredited
          investor”
as
          that
          term is defined in Rule 501(a) under the Act. Buyer is not, and is not
          required
          to be, registered as a broker-dealer under Section 15 of the Securities
          Exchange
          Act of 1934 (the “Exchange Act”).

         

        2.5
          Restrictions
          on Transfer.
          Buyer
          understands that (a) the Warrant has not been registered under the Act
          or the
          laws of any state, (b) the Warrant and the Warrant Shares (as defined in
          the
          Warrant) will be “restricted securities” as said term is defined in Rule 144 of
          the Rules and Regulations promulgated under the Act, (c) neither the Warrant
          nor
          the Warrant Shares may be sold, pledged or otherwise transferred unless
          a
          registration statement for such transaction is effective under the Act
          and any
          applicable state laws, or unless an exemption from such registration provisions
          are available with respect to such transaction, and (d) the New Warrant
          and,
          unless registered, certificates for Warrant Shares will bear a legend to
          the
          effect that the transfer of the Warrant or the Warrant Shares is subject
          to the
          aforestated and a transfer request must, if required by the Company, be
          accompanied by an opinion of legal counsel satisfactory to the Company
          that such
          transfer is exempt from registration under the Act, and (e) “stop transfer”
instructions will be placed against the New Warrant and the Warrant
          Shares.

         

        2.6
          General
          Solicitation.
          Buyer
          is not purchasing the Warrant as a result of any advertisement, article,
          notice
          or other communication regarding the Warrant published in any newspaper,
          magazine or similar media or broadcast over television or radio or presented
          at
          any seminar or any other general solicitation or general advertisement
          (each, a
“General Solicitation”).

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

           

        

        2.7
          No
          Conflicts or Violations.
          Neither
          the execution and delivery of this Agreement, nor the consummation of the
          transactions contemplated hereby, does or will violate any constitution,
          statute, regulation, rule, injunction, judgment, order, decree, ruling,
          charge
          or other restriction of any government, governmental agency, or court to
          which
          Buyer is subject or any provision of its organizational documents or other
          similar governing instruments, or conflict with, violate or constitute
          a default
          under, any agreement, credit facility, debt or other instrument or understanding
          to which Buyer is a party or by which it is bound. 

         

        2.8
          No
          Litigation.
          There
          is no action, suit, proceeding, judgment, claim or investigation pending,
          or to
          the knowledge of Buyer, threatened against Buyer which could reasonably
          be
          expected in any manner to challenge or seek to prevent, enjoin, alter or
          materially delay any of the transactions contemplated by this
          Agreement.

         

        2.9
          Consents.
          No
          authorization, consent, approval or other order of, or declaration to or
          filing
          with, any governmental agency or body or other Person is required for the
          valid
          authorization, execution, delivery and performance by Buyer of this Agreement
          and the consummation of the transactions contemplated hereby.

         

        2.10
          Non-Public
          Information.
          Buyer
          is not purchasing the Warrant “on the basis of” (as defined in Rule 10b5-1 of
          the Exchange Act) any material, non-public information about the Company
          or the
          Warrant.

         

         

        SECTION
          3. Representations
          and Warranties of Seller.
          Seller
          represents and warrants to Buyer, as of the date hereof, as
          follows:

         

        3.1
          Authorization
          of Agreement.
          Seller
          is duly organized, validly existing and in good standing under the laws
          of the
          jurisdiction of its organization with full right, power and authority to
          enter
          into and to consummate the transactions contemplated by this Agreement
          and
          otherwise to carry out its obligations hereunder, and the execution, delivery
          and performance by Seller of the documents and transactions contemplated
          by this
          Agreement have been duly authorized by all necessary corporate or similar
          action
          on the part of Seller. This Agreement, when executed and delivered by Seller,
          will constitute a valid and legally binding obligation of Seller, enforceable
          against Seller in accordance with its terms, except (a) as limited by applicable
          bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance
          and
          any other laws of general application affecting enforcement of creditors’ rights
          generally, (b) as limited by laws relating to the availability of specific
          performance, injunctive relief, or other equitable remedies, or (c) to
          the
          extent the indemnification provisions contained herein may be limited by
          federal
          or state securities laws.

         

        3.2
          Title
          to the Warrant.
          Seller
          is the lawful owner of the Warrant with good and marketable title thereto,
          and
          Seller has the absolute right to sell, assign, convey, transfer and deliver
          the
          Warrant and any and all rights and benefits incident to the ownership thereof,
          all of which rights and benefits are being transferred by Seller to Buyer
          free
          and clear of all the following (collectively called “Claims”) of any nature
          whatsoever: security interests, liens, pledges, claims (pending or threatened),
          charges, escrows, encumbrances, lock-up arrangements, options, rights of
          first
          offer or refusal, community property rights, mortgages, indentures, security
          agreements or other agreements, arrangements, contracts, commitments,
          understandings or obligations, whether written or oral and whether or not
          relating in any way to credit or the borrowing of money. Delivery to Buyer
          of
          the Warrant will (i) pass good and marketable title to the Warrant to Buyer,
          free and clear of all Claims (assuming that Buyer is a bona fide purchaser
          within the meaning of the Illinois Uniform Commercial Code), and (ii) convey,
          free and clear of all Claims, any and all rights and benefits incident
          to the
          ownership of such Warrant.

         

        3.3
          Original
          Acquisition; No General Solicitation.
          The
          Warrant was originally acquired by Seller on or about January 28, 2005
          for
          investment and for its
          own
          account and not with a view to, or for sale in connection with, any
          distribution, resale or public offering of such Warrant or any part thereof
          in
          violation of the Act. At the time Seller acquired the Warrant, it was an
          accredited investor, competent to evaluate the merits and risks of acquiring
          the
          Warrant. Seller did not offer nor is it selling the Warrant to Buyer by
          any form
          of General Solicitation. 

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

           

        

        3.4
          No
          Conflicts or Violations.
          Neither
          the execution and delivery of this Agreement, nor the consummation of the
          transactions contemplated hereby, does or will violate any constitution,
          statute, regulation, rule, injunction, judgment, order, decree, ruling,
          charge
          or other restriction of any government, governmental agency, or court to
          which
          Seller is subject or any provision of its organizational documents or other
          similar governing instruments, or conflict with, violate or constitute
          a default
          under any agreement, credit facility, debt or other instrument or understanding
          to which Seller is a party or by which it is bound.

         

        3.5
          No
          Litigation.
          There
          is no action, suit, proceeding, judgment, claim or investigation pending
          or, to
          the knowledge of Seller, threatened against Seller which could reasonably
          be
          expected in any manner to challenge or seek to prevent, enjoin, alter or
          materially delay any of the transactions contemplated by this
          Agreement.

         

        3.6
          Consents.
          No
          authorization, consent, approval or other order of, or declaration to or
          filing
          with, any governmental agency or body or other Person is required for the
          valid
          authorization, execution, delivery and performance by Seller of this Agreement
          and the consummation of the transactions contemplated hereby.

         

        3.7
          Bankruptcy.
          Seller
          is not under the jurisdiction of a United States bankruptcy court or involved
          in
          any comparable bankruptcy proceeding in any jurisdiction in the world or
          in any
          insolvency proceeding, conservatorship or reorganization in any jurisdiction
          in
          the world.

         

        3.8
          Non-Employee
          and Non-Affiliate Status.
          Seller
          is not, as of the date of this representation, and has never been, an employee,
          officer, director or direct or indirect beneficial owner of ten percent
          (10%) or
          more of any class of equity security of the Company, or of any entity,
          directly
          or indirectly, controlling, controlled by or under common control with
          the
          Company, or otherwise been an “affiliate” as that term is used under Rule 144
          promulgated under the Act (“Rule 144”).
          For
          purposes of this paragraph, “Seller” includes any person that would be included
          with Seller for purposes of Rule 144(a)(2).

         

        3.9
          Non-Public
          Information.
          Seller
          is not selling the Warrant “on the basis of”
(as
          defined in Rule 10b5-1 of the Exchange Act) any material, non-public information
          about the Company or the Warrant.

         

        3.10
          Delivery.
          Seller
          has delivered to Buyer true copies of the Warrant and all amendments thereto,
          if
          any.

         

        SECTION
          4. Survival
          of Representations and Warranties; Etc.
          All
          representations and warranties of Buyer and Seller shall survive the closing
          hereunder. Seller may rely upon this Agreement for the purpose of assuring
          its
          compliance with federal securities law.

         

        SECTION
          5. Indemnification.
          Each
          party hereto shall indemnify and hold harmless the other party (and its
          respective affiliates, directors, officers, employees, successors and assigns)
          from and against any and all losses, claims, damages, liabilities and expenses
          based upon, arising out of or otherwise in respect of, any inaccuracy in,
          or any
          breach of, the representations or warranties of such party or the covenants
          or
          agreements made by such party in this Agreement or the Escrow Agreement.
          Notwithstanding the foregoing, Seller’s obligation to indemnify Buyer shall not
          exceed the Purchase Amount actually received by Seller. 

         

        SECTION
          6. Notices.
          Any
          notice required or permitted by this Agreement shall be in writing and
          shall be
          deemed sufficient upon delivery, when delivered personally or to the recipient’s
          offices by a recognized overnight courier service or sent by facsimile
          (upon
          confirmation of receipt) addressed to the party to be notified at such
          party’s
          mailing address or facsimile number as set forth below.

         

        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        Seller

        Natural
          Nano, Inc.

        150
          Lucius Gordon Drive

        Suite
          115

        W.
          Henrietta, New York 14586

        Attn:
          Kathleen A. Browne

        Facsimile:
          (585) 214-8183

         

         

        with
          a copy to:

         

        Todd
          Tidgewell

        Nixon
          Peabody LLP 

        Omni
          Plaza

        30
          South Pearl Street

        Albany,
          New York 12207

        Facsimile:
          (866) 890-4699

         

        Buyer

        Crestview
          Capital Master, LLC

        95
          Revere Drive

        Suite
          A

        Northbrook,
          Illinois 60062

        Attn:
          Daniel Warsh

        Facsimile:
          (847) 539-3807

         

         

        with
          a copy to:

         

        Ferber
          Chan Essner & Coller, LLP

        530
          Fifth Avenue

        23rd
          Floor

        New
          York, New York 10036

        Attn:
          Edmond M. Coller, Esq.

        Facsimile:
          (212) 944-7630

         

        


        SECTION
          7. Successors
          and Assigns.
          This
          Agreement shall be binding on and inure to the benefit of each of the parties
          hereto and any successors to the respective businesses of Buyer or Seller.
          Neither Buyer nor Seller may assign its or his rights or obligations hereunder
          except to persons described in the preceding sentence.

         

        SECTION
          8. Expenses.
          Each
          party hereto shall pay the fees and expenses of any broker engaged by such
          party
          and of such party’s advisers, counsel, accountants and other experts, if any,
          and all other expenses incurred by such party incident to the negotiation,
          preparation, execution, delivery and performance of this Agreement, and
          shall
          hold the other party hereto harmless against any liability, loss or expense
          (including, without limitation, reasonable attorneys’ fees and out-of-pocket
          expenses) arising in connection with any claim for such fees and expenses;
          provided,
          however,
          that
          Seller shall pay any transfer, stamp or similar taxes, if any, that are
          payable
          in connection with the execution and delivery of this Agreement and the
          consummation of the transactions contemplated hereby.

         

        SECTION
          9. Execution
          Counterparts.
          This
          Agreement may be executed and delivered via facsimile in one or more
          counterparts, each of which shall be deemed an original, but all of which
          together shall constitute one and the same instrument.

         

        SECTION
          10. Severability.
          If any
          provision of this Agreement is held to be invalid or unenforceable in any
          respect, the validity and enforceability of the remaining terms and provisions
          of this Agreement shall not in any way be affected or impaired hereby and
          the
          parties will attempt to agree upon a valid and enforceable provision that
          is a
          reasonable substitute therefor, and upon so agreeing, shall incorporate
          such
          substitute provision in this Agreement.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

           

        

        SECTION
          11. Entire
          Agreement. This
          Agreement represents the entire agreement of the parties hereto with respect
          to
          the matters contemplated hereby, and there are no written or oral
          representations, warranties, understandings or agreements with respect
          hereto
          except as expressly set forth herein.

         

        SECTION
          12. Amendments;
          Waivers.
          No
          provision of this Agreement may be waived or amended except in a written
          instrument signed, in the case of an amendment, by each party or, in the
          case of
          a waiver, by the party against whom enforcement of any such waiver is
          sought.

         

        SECTION
          13. Confidentiality. Each
          of
          Buyer and Seller hereby agrees, without the prior written consent of the
          other,
          to not disclose, and to otherwise keep confidential, the sale of the Warrant
          contemplated hereby, except to the extent that disclosure thereof is required
          to
          effectuate the transfer as contemplated herein or by law, rule or regulation;
          provided,
          however,
          that
          Buyer and Seller may disclose information regarding such sale to their
          respective employees, accountants, attorneys and equity holders. 

         

        SECTION
          14. Governing
          Law; Consent to Jurisdiction and Service of Process.
          This
          Agreement shall be governed by and construed in accordance with the internal
          laws of the State of Illinois, without regard to the conflicts of laws
          principles thereof. The parties hereto hereby irrevocably agree that any
          suit or
          proceeding arising directly and/or indirectly pursuant to or under this
          Agreement, shall be brought solely in a federal or state court located
          in the
          City of Chicago, State of Illinois. By their execution hereof, the parties
          hereby covenant and irrevocably submit to the in personam jurisdiction
          of any
          such court and agree that any process in any such action may be served
          upon any
          of them personally, or by registered mail, return receipt requested, or
          by
          nationally recognized overnight courier service, with the same force and
          effect
          as if personally served upon them in Chicago. The parties hereto waive
          any claim
          that any such jurisdiction is not a convenient forum for any such suit
          or
          proceeding and any defense of lack of in personam jurisdiction with respect
          thereto. 

         

        


         

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        IN
          WITNESS WHEREOF,
          the
          parties hereto have duly executed this Agreement as of the date first
          above-written.

         

         

        
          	 	NATURALNANO,
                  INC.
	 	 
	 	 
	 	By: /s/
                  Kathleen A. Browne
	 	Name: Kathleen
                  A. Browne
	 	Title: Chief
                  Financial Officer
	 	Facsimile:
                  (585) 214-8183
	 	 
	 	CRESTVIEW
                  CAPITAL MASTER, LLC
	 	By:
                  Crestview Capital Partners, LLC
	 	(sole
                  member)
	 	 
	 	 
	 	
                  By:
                    /s/ Daniel I. Wash

                
	 	Daniel
                  I. Wash
	 	Title:
                  Manager
	 	Facsimile:
                  (847)-557-5807