NATURALNANO, INC. 2009 STOCK INCENTIVE PLAN

The purpose of the Plan is to provide key employees, officers, directors, consultants and agents of Natural Nano, Inc. and its subsidiaries (the " Company ") added incentive for high levels of performance and to reward unusual efforts which increase the earnings and long-term growth of the Company. The judgment, initiative and efforts of valued employees and other selected individuals upon whom the financial success and growth of the Company largely depend will be entitled to purchase proprietary interests in the Company.

Section 2.                       Stock Subject to the Plan .

The total number of shares of stock reserved and available for distribution under the Plan shall be 20,000,000 shares of common stock of the Company.  The number of shares reserved hereunder may consist in whole or in part of authorized and unissued shares or treasury shares.

Upon exercise of the option in accordance with the terms of this Plan and the Option Agreement (described in Section 5 below), the grantee shall receive such shares of stock of the Company set forth in the Notice of Option Grant delivered to the grantee.  A grantee to whom shares have been issued upon proper exercise of an option granted hereunder shall be entitled all rights of a shareholder, including, without limitation, dividends, voting and liquidation rights.

Section 3.                       Administration of the Plan .

The Plan shall be administered by a Committee (the “ Committee” ).  The decision of the Committee as to all questions of interpretation and application of the Plan shall be final, binding and conclusive on all persons.  The Committee may, in its sole discretion, grant options for shares of the Company’s stock to such eligible individuals as it deems appropriate and issue stock upon exercise of such options.  The Committee shall have authority, subject to the express provisions of the Plan, to construe the Option Agreements and the Plan, to prescribe, amend and rescind rules and regulations relating to the Plan, to determine the terms and provisions of the Option Agreements, which may, but need not be identical, and to make all other determinations in the judgment of the Committee necessary or desirable for the administration of the Plan.  The Committee may correct any defect or supply any omission or reconcile any inconsistency in the Plan or in any Option Agreement in the manner and to the extent it shall deem expedient to carry the Plan into effect and shall be the sole and final judge of such expediency.  All decisions, interpretations and other actions of the Committee shall be final and binding.

The Committee shall not be liable for any action or determination made in good faith. The functions of the Committee shall be exercised by the Board of Directors of the Company, if and to the extent that no Committee exists which has the authority to so administer the Plan.

Section 4.                       Eligibility .

Options may be granted to officers and employees of the Company, as well as agents and consultants to the Company, whether or not otherwise employees of the Company.  In determining the eligibility of an individual to be granted an option under the Plan, as well as in determining the number of shares to be optioned to any individual, the Committee shall take into account the position and responsibilities of the individual being considered, the nature and value to the Company of his or her services and accomplishments, his or her present and potential contribution to the success of the Company, and such other factors as the Committee may deem relevant.

Section 5.                       Option Agreement .

Each option shall be governed by Notice of Option Grant and an option agreement (the “ Option Agreement” ) duly executed on behalf of the Company and by the grantee to whom such option is granted.  The Option Agreement shall be subject to the terms and conditions of the Plan and may be subject to any other terms and conditions which are not inconsistent with the Plan and which the Committee deems appropriate for inclusion in the Option Agreement.  The provisions of the various Option Agreements entered into under the Plan need not be identical.

Section 6.                       Option Price and Exercise of Option .

The exercise price shall be determined by the Committee in its sole and absolute discretion.  Each option shall be exercisable at such time or times and during such period as shall be set forth in the Notice of Option Grant and/or Option Agreement.  To the extent that an option is not exercised when it becomes initially exercisable, it shall be carried forward and shall be exercisable, on a cumulative basis, until the expiration of the exercise period.

Section 7.                       Term of Option; Exercisability .

(a)            Term .

(i)           Each option shall expire five (5) years from the date of the granting thereof, except as (y) otherwise provided pursuant to the provision of Section 7(b) hereof and (z) earlier termination as herein provided.

(ii)           Except as otherwise provided in this Section 7, an option granted to any grantee who ceases to perform services for the Company shall terminate three (3) months after the date such grantee ceases to perform services for the Company.

(iii)           If the grantee ceases to perform services for the Company because of dismissal for cause or because the grantee is in breach of any agreement with the Company, such option shall terminate on the date the grantee is dismissed, ceases to perform services for the Company or when the agreement with the Company was breached.

(iv)           If the grantee ceases to perform services for the Company because the grantee has become disabled (as determined in the sole discretion of Committee), such option shall terminate on the next immediate anniversary date of the option grant date following the date such grantee ceases to perform services for the Company, or on the date on which the option expires by its terms, whichever occurs first.  For example, if the option was granted on January 1 st and the grantee became disabled on July 1 st , the option would terminate on the following January 1 st .

(v)           In the event of the death of a grantee, any option granted to such grantee shall terminate on the next immediate anniversary date of the option grant date after the date of death, or on the date on which the option expires by its specific terms, whichever occurs first.

(vi)           If any terms of this Plan are inconsistent with any provisions in an employment agreement existing as of the date of this Plan’s adoption, the provisions in the employment agreement will control.

(b)            Exercisability .

(i)           Each Option Agreement shall specify the