AMENDMENT TO WARRANT FOR THE
                   PURCHASE OF 845,750 SHARES OF COMMON STOCK
                          OF NATIONAL COAL CORPORATION
                              DATED MARCH 25, 2003

         This Amendment to Warrant for the Purchase of 845,750 shares of common
stock of National Coal Corporation dated March 25, 2003 is hereby made by and
between National Coal Corporation, a corporation organized and existing under
the laws of the State of Tennessee (hereinafter referred to as "National"), and
the Webb Group (hereinafter referred to as "Holder") effective as of March 25,
2003.

                              W I T N E S S E T H :

         WHEREAS, National executed a Warrant (the "Warrant") for the Purchase
of 845,750 shares of common stock of National dated March 25, 2003 in favor of
the Holder; and

         WHEREAS, terms regarding the exercise of the Warrant were inadvertently
omitted from said Warrant; and

         WHEREAS, the parties now desire to set forth and incorporate in the
Warrant the following terms and conditions.

         NOW, THEREFORE, for and in consideration of the foregoing recitals, the
mutual terms and conditions set forth below, and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereby agree as follows:

1.      The following language is hereby added under paragraph 1 of the Warrant:

         National shall not effect any exercise of this Warrant, and the Holder
shall not have the right to exercise any portion of this Warrant to the extent
that after giving effect to such issuance after exercise, the Holder (together
with the Holder's affiliates) would beneficially own in excess of 9.99% of the
number of shares of the common stock of National outstanding immediately after
giving effect to such issuance. For purposes of the foregoing sentence, the
number of shares of common stock of National beneficially owned by the Holder
and its affiliates shall include the number of shares of common stock of
National issuable upon exercise of this Warrant with respect to which the
determination of such sentence is being made, but shall exclude the number of
shares of common stock of National which would be issuable upon (A) exercise of
the remaining, nonexercised portion of this Warrant beneficially owned by the
Holder or any of its affiliates and (B) exercise or conversion of the
unexercised or nonconverted portion of any other securities of the Company
(including, without limitation, any other Warrants) subject to a limitation on
conversion or exercise analogous to the limitation contained herein beneficially
owned by the Holder or any of its affiliates. Except as set forth in the
preceding sentence, for purposes of this paragraph, beneficial ownership shall



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be  calculated  in  accordance  with Section  13(d) of the Exchange  Act. To the
extent  that  the   limitation   contained  in  this  paragraph   applies,   the
determination  of whether  this  Warrant is  exercisable  (in  relation to other
securities  owned by the  Holder)  and of which a  portion  of this  Warrant  is
exercisable  shall be in the sole discretion of such Holder,  and the submission
of Notice of  Exercise  shall be deemed  to be such  Holder's  determination  of
whether this Warrant is exercisable  (in relation to other  securities  owned by
such Holder) and of which portion of this Warrant is  exercisable,  in each case
subject to such  aggregate  percentage  limitation,  and National  shall have no
obligation to verify or confirm the accuracy of such determination. For purposes
of this  paragraph,  in determining  the number of outstanding  shares of common
stock of National,  the Holder may rely on the number of  outstanding  shares of
common  stock of National as reflected  in  National's  most recent Form 10-Q or
Form 10-K, as the case may be, a more recent public announcement by National, or
any other notice by National or  National's  transfer  agent  setting  forth the
number of shares of common  stock of National  outstanding.  Upon the written or
oral request of the Holder,  National  shall within two (2) trading days confirm
orally or in  writing  to the  Holder  the  number of shares of common  stock of
National then  outstanding.  In any case,  the number of  outstanding  shares of
common  stock of  National  shall  be  determined  after  giving  effect  to the
conversion or exercise of securities of National,  including this Warrant by the
Holder or its  affiliates  since the date as of which such number of outstanding
shares  of  common  stock of  National  was  reported.  The  provisions  of this
paragraph may be waived by the Holder upon,  at the election of the Holder,  not
less  than 61  days'  prior  notice  to  National,  and the  provisions  of this
paragraph  shall  continue to apply until such 61st day (or such later date,  as
determined by the Holder, as may be specified in such notice of waiver).

2.    All other terms, provisions and conditions contained in this Agreement not
inconsistent herewith, shall remain in full force and effect.

     This 26th day of February, 2004.

                                            National Coal Corporation


                                       By: _____________________________________
                                                     Jon E. Nix, President


                                            The Webb Group


                                       By: _____________________________________
                                        Scott B. Hollenbeck, Authorized Signator