8% Senior Secured Promissory Note

For value received, NATURALNANO, INC., a Nevada corporation, and NATURALNANO RESEARCH, INC., a Delaware corporation  (jointly and severally, the “ Maker ”), hereby promises to pay to the order of Platinum Long Term Growth IV, LLC, a Delaware limited liability company with an address of 152 West 57 ^th Street, 54 ^th Floor, New York, NY 10019 (together with its successors, representatives, and permitted assigns, the “ Holder ”), in accordance with the terms hereinafter provided, the principal amount of FIFTEEN THOUSAND DOLLARS AND ZERO CENTS ($15,000.00), together with interest thereon.

All payments under or pursuant to this Note shall be made in United States Dollars in immediately available funds to the Holder at the address of the Holder first set forth above or at such other place as the Holder may designate from time to time in writing to the Maker or by wire transfer of funds to the Holder’s account, as requested by the Holder.   The outstanding principal balance of this Note, together with all accrued and unpaid interest, shall be due and payable in full on June 30, 2009 (the “ Maturity Date ”) or at such earlier time as provided herein.

Section 1.1        Interest .  Beginning on the date of this Note (the “ Issuance Date ”), the outstanding principal balance of this Note shall bear interest, in arrears, at a rate per annum equal to eight percent (8%), payable in cash on the Maturity Date.  Interest shall be computed on the basis of a 360-day year of twelve (12) 30-day months, shall compound monthly and shall accrue commencing on the Issuance Date.   Furthermore, upon the occurrence of an Event of Default (as defined in Section 2.1 hereof), the Maker will pay interest to the Holder, payable on demand, on the outstanding principal balance of and unpaid interest on the Note from the date of the Event of Default until such Event of Default is cured at the rate of the lesser of sixteen percent (16%) and the maximum applicable legal rate per annum.

Section 1.2        Payment of Principal; Prepayment .   The Principal Amount hereof shall be paid in full on the earliest of (i) the Maturity Date, (ii) the due date of any mandatory prepayment as set forth herein (such prepayment pursuant to this clause (ii) to be in part if sufficient funds are not available for application pursuant to Section 1.6 hereof), or (iii) upon acceleration of this Note in accordance with the terms hereof. Any amount of principal repaid hereunder may not be reborrowed.  The Maker may prepay all or any portion of the principal amount of this Note without premium or penalty.

Section 1.3         Security Agreement .  The obligations of the Maker hereunder are secured by, among other things, (i) a continuing security interest in certain assets of the Maker pursuant to the terms of a Loan and Security Agreement, dated on or about March 7, 2007 (the “Loan and Security Agreement”), by and among the Maker, on the one hand, and the Holder, certain other investors and Platinum Advisors, LLC, as agent (the “Agent”), on the other hand, (ii) the Pledge Agreement (as defined in the Loan and Security Agreement) and (iii) the Patent Security Agreement, dated as of March 6, 2007, by and among the Maker, the Agent and the other parties named therein ((i), (ii) and (iii), collectively, the “Security Agreements”).  Maker hereby ratifies and confirms said Security Agreements and acknowledges and agrees that the term “Obligations” under the Security Agreements includes all indebtedness and obligations of the Maker to the Holder under this Note, which obligations shall be secured on a parity basis with all other obligations secured pursuant to the Security Agreements, including, without limitation, senior secured promissory notes issued to the Holder on or about March 7, 2007, August 4, 2008, September 29, 2008, October 31, 2008, April 3, 2009 and April 21, 2009 (the “Existing Notes”).  The Maker hereby ratifies and confirms the Security Agreements.  Maker hereby further authorizes the Holder and the Agent to file one or more financing statements, describing the collateral as “All Assets,” with such governmental authorities as the Holder and/or the Agent may deem necessary or advisable.

Section 1.4        Payment on Non-Business Days .  Whenever any payment to be made shall be due on a Saturday, Sunday or a public holiday under the laws of the State of New York, such payment may be due on the next succeeding business day and such next succeeding day shall be included in the calculation of the amount of accrued interest payable on such date.

Section 1.5        Use of Proceeds.   The Maker shall use the proceeds of this Note only for general working capital and not to redeem or make any payment on account of any securities of the Maker.

Section 1.6        Mandatory Prepayment .  Notwithstanding anything to the contrary contained herein, upon the Maker’s receipt of any funds from any source whatsoever, such funds shall be applied to the immediate prepayment of this Note, on a pro rata basis (based on the principal amount of outstanding hereunder), until payment in full of this Note.  Without limiting the generality of the foregoing, upon receipt of any check or other form of payment from the State of New York, any such check shall be endorsed and delivered to, or otherwise transferred, paid and delivered to, the Agent for pro rata application as set forth in this Section 1.6 (it being understood that any excess after payment in full of this Note shall be returned to the Maker).  The Maker represents that it currently expects a payment from the State of New York to be made within the next 90 days and that such payment shall be applied as set forth in this Section 1.6.

Section 2.1        ­Events of Default .  Unless waived in writing by the holders of at least a majority of the principal amount of this Note, the occurrence of any of the following events shall be an “ Event of Default ” under this Note:

(a)           any default in the payment of (1) the principal amount hereunder when due, or (2) interest on this Note when the same shall become due and payable (whether on the Maturity Date, the date of any mandatory prepayment, by acceleration or otherwise); or

(b)           the Maker shall fail to observe or perform any other covenant or agreement contained in this Note, the Existing Notes or any of the Security Agreements; or

(c)           a default or “event of default,” or event that, with the passage of time or giving of notice or both, constitutes or would constitute a default or “event of default,” shall have occurred under any of the Security Agreements, or the Existing Notes;  or

(d)           any material representation or warranty made by the Maker herein or in the Security Agreements or the Existing Notes shall prove to have been false or incorrect or breached in a material respect on the date as of which made; or

(e)    &nb