0001144204-06-030109 Sample Contracts

NON-QUALIFIED STOCK OPTION AGREEMENT
Non-Qualified Stock Option Agreement • July 28th, 2006 • NaturalNano , Inc. • Biological products, (no disgnostic substances) • New York

This Non-Qualified Stock Option Agreement (the “Agreement”) is made as of July 24, 2006 (the “Date of Grant”) between NaturalNano, Inc., a Nevada corporation (the “Company”), and Cathy A. Fleischer, an employee of the Company or one of its Subsidiaries (the “Option Holder”), to record the granting of a non-qualified stock option. This Agreement and the option granted hereby are not being made pursuant to the Company’s 2005 Stock Option Plan (the “Plan”); however, to the extent not inconsistent with the terms of this Agreement, the Plan’s terms are hereby incorporated in this Agreement by reference. Terms used herein that are defined in the Plan shall have the meanings ascribed to them in the Plan. If there is any inconsistency between the terms of this Agreement and the terms of the Plan, the terms of this Agreement shall, for purposes of this Agreement, supersede and replace the conflicting terms in the Plan.

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