THIS WARRANT AND ANY SHARES  ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT
BEEN  REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"),  NOR
UNDER ANY APPLICABLE  STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE PLEDGED,
SOLD,  ASSIGNED,  HYPOTHECATED,  OR OTHERWISE  TRANSFERRED EXCEPT PURSUANT TO AN
EFFECTIVE  REGISTRATION  STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES
LAWS, OR IF THE PROPOSED TRANSFER MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE
ACT OR REGISTRATION OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS.

THIS WARRANT,  THE  SECURITIES  REPRESENTED BY THIS WARRANT AND THE COMMON STOCK
ISSUABLE UPON EXERCISE OF THIS WARRANT ARE SUBJECT TO RESTRICTIONS ON TRANSFER.

                            NATIONAL COAL CORPORATION
                            -------------------------

March 25, 2003

           Warrant for the purchase of 845,750 shares of Common Stock
                           $.0001 par value per share

         THIS CERTIFIES that, for good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, Webb Financial Group, Inc.
(the "Holder") is entitled to subscribe for and purchase from the Company, upon
the terms and conditions set forth herein, during the period commencing on the
date hereof and expiring at 5:00 p.m. eastern standard time on March 25, 2005
(the "Exercise Period"), up to 845,750 shares of the Common Stock, $.0001 par
value per share (the "Common Stock"), at a price (the "Exercise Price") per
share equal to fifty cents ($0.50). As used herein, the term "this Warrant"
shall mean and include this Warrant and any Warrant or Warrants hereafter issued
as a consequence of the exercise or transfer of this Warrant in whole or in
part; the term "Holder" shall include any transferee to whom this Warrant has
been transferred in accordance with the terms hereof; the term "Warrant Shares"
shall mean the number of shares of Common Stock issuable upon exercise of this
Warrant; and the term "Common Stock" shall mean (i) the class of stock
designated as Common Stock in the Certificate of Incorporation of the Company,
or (ii) any other class of stock resulting from successive changes or
reclassifications of such Common Stock consisting solely of changes in par
value, or from par value to no par value, or from no par value to par value. The
Warrant Shares and the Exercise Price may be adjusted from time to time as
hereinafter set forth.

         1. Subject to the provisions of Section 2, hereunder, this Warrant may
be exercised during the Exercise Period, as to the whole or any lesser number of
whole Warrant Shares, by transmission by telecopy of the Election to Exercise,
followed within three (3) business days by the surrender of this Warrant (with
the Election to Exercise attached hereto duly executed) to the Company at 319
Ebenezer Road, Knoxville, TN 37923, or at such other place as is designated in
writing by the Company, together with checks payable to the order of the Company
in an aggregate amount equal to the product of the Exercise Price and the number
of Warrant Shares for which the Warrant is being exercised, pro rata if
applicable.


<PAGE>




         2. Upon each exercise of the Holder's rights to purchase Warrant
Shares, the Holder shall be deemed to be the holder of record of the Warrant
Shares issuable upon such exercise, notwithstanding that the transfer books of
the Company shall then be closed or certificates representing such Warrant
Shares shall not then have been actually delivered to the Holder. Within five
(5) business days after each such exercise of this Warrant and this receipt by
the Company of this Warrant, the Election of Exercise and the Exercise Price,
the Company shall issue and deliver to the Holder a certificate or certificates
for the Warrant Shares issuable upon such exercise, registered in the name of
the Holder or its designee. If this Warrant shall be exercised in part only, the
Company shall, upon surrender of this Warrant for cancellation, execute and
deliver a new Warrant evidencing the right of the Holder to purchase the balance
of the Warrant Shares (or portions thereof) subject to purchase hereunder.

     3. The Warrant shall vest and be exercisable 120 days after  issuance.  The
Common Stock will cease to be  restricted  and will become free  trading  shares
when registered under the Securities Act of 1933, as amended.

     4. This  Warrant  may be assigned  to an  affiliate  of the Holder with the
prior  written  consent of the Company,  so long as such  assignment  is made in
accordance with applicable securities laws.

     5. Any  Warrants  issued  upon the  transfer  or  exercise  in part of this
Warrant  shall be numbered and shall be  registered  in a warrant  register (the
"Warrant  Register") as they are issued.  The Company shall be entitled to treat
the  registered  Holder of any Warrant on the  Warrant  Register as the owner in
fact thereof for all purposes and shall not be bound to recognize  any equitable
or other claim to or interest in such  Warrant on the part of any other  person,
and shall not be liable for any  registration  or transfer of Warrants which are
registered  or to be  registered  in the name of a fiduciary or the nominee of a
fiduciary  unless made with the actual knowledge of the Company that a fiduciary
or nominee is committing a breach of trust in requesting  such  registration  of
transfer.  In all cases of transfer  by an  attorney,  executor,  administrator,
guardian, or other legal representative,  duly authenticated  evidence of his or
her authority shall be produced.  Upon any registration of transfer, the Company
shall  deliver a new Warrant or Warrants to the person  entitled  thereto.  This
Warrant  may be  exchanged,  at the option of the  Holder  hereof,  for  another
Warrant,  or other  Warrants  of  different  denominations,  of like  tenor  and
representing  in the  aggregate  the right to  purchase a like number of Warrant
Shares  (or  portions  thereof),  upon  surrender  to the  Company  or its  duly
authorized agent. Notwithstanding anything contained herein to the contrary, the
Company  shall have no  obligation to cause  Warrants to be  transferred  on the
Warrant  Register  to any person if, in the  opinion of counsel to the  Company,
such transfer  does not comply with the  provisions of the Act and the rules and
regulations thereunder.

     6. The Company  covenants  that all shares of Common  Stock  issuable  upon
exercise of this Warrant shall be validly issued, fully paid, nonassessable, and
free of preemptive rights.


<PAGE>




     7. The  Exercise  Price in  effect at any time and the  number  and kind of
securities  purchasable  upon the exercise of this  Warrant  shall be subject to
adjustment from time to time upon the happening of certain events as follows:

          (a) In case  the  Company  shall  (i)  declare  a  dividend  or make a
     distribution  on its  outstanding  shares of Common Stock, in each case, in
     shares of Common Stock, (ii) subdivide or reclassify its outstanding shares
     of Common  Stock  into a greater  number of  shares,  or (iii)  combine  or
     reclassify its outstanding  shares of Common Stock into a smaller number of
     shares,  the  Exercise  Price in effect at the time of the record  date for
     such dividend or distribution or of the effective date of such subdivision,
     combination,  or reclassification  shall be adjusted so that it shall equal
     the price  determined by multiplying the Exercise Price by a fraction,  the
     denominator  of  which  shall be the  number  of  shares  of  Common  Stock
     outstanding after giving effect to such action,  and the numerator of which
     shall be the number of shares of Common Stock outstanding immediately prior
     to such action.  Such adjustment  shall be made  successively  whenever any
     event listed above shall occur.

          (b)  Upon  each  adjustment  of the  Exercise  Price  pursuant  to the
     provisions  of this Section 7, the number of Warrant  Shares  issuable upon
     the  exercise  at the  adjusted  Exercise  Price of each  Warrant  shall be
     adjusted  to the  nearest  number  of  whole  shares  of  Common  Stock  by
     multiplying  a number  equal to the  Exercise  Price in effect  immediately
     prior to such  adjustment  by the number of Warrant  Shares  issuable  upon
     exercise of this Warrant  immediately prior to such adjustment and dividing
     the product so obtained by the adjusted Exercise Price.

          (c) In case of any consolidation of the Company with, or merger of the
     Company  into another  corporation  (other than a  consolidation  or merger
     which does not result in any  reclassification or change of the outstanding
     Common  Stock),  the  Company  shall  execute  and  deliver to the Holder a
     supplemental  warrant  agreement  providing that the Holder of this Warrant
     shall have the right  thereafter  (until the expiration of such Warrant) to
     receive,  upon exercise of such  Warrant,  the kind and amount of shares of
     stock and other securities and property  receivable upon such consolidation
     or merger in  exchange  for the number of shares of Common  Stock for which
     this  Warrant  might  have  been  exercised   immediately   prior  to  such
     consolidation,   merger,  sale  or  transfer.   Such  supplemental  warrant
     agreement  shall  provide for  adjustments  which shall be identical to the
     adjustments  provided  in this  Section  7.  The  above  provision  of this
     subsection shall similarly apply to successive consolidations or mergers.

          (d) No  adjustments  in the number of Warrant Shares shall be required
     if  such  adjustment  is  less  than  one;  provided,   however,  that  any
     adjustments  which by reason of this  Section  7(d) are not  required to be
     made shall be carried  forward  and taken  into  account in any  subsequent
     adjustment.  All  calculations  under  this  Section 7 shall be made to the
     nearest one-thousandth of a share.


<PAGE>




          (e) In any  case  in  which  this  Section  7  shall  require  that an
     adjustment in the number of Warrant Shares be made effective as of a record
     date for a specified event, the Company may defer,  until the occurrence of
     such event,  issuing to the Holder,  if the Holder  exercised  this Warrant
     after the record  date,  the Warrant  Shares,  if any,  issuable  upon such
     exercise  prior to such  adjustment;  provided,  however,  that the Company
     shall  deliver  to the  Holder a due bill or other  appropriate  instrument
     evidencing  the Holder's  right to receive such  additional  Warrant Shares
     upon the occurrence of the event requiring such adjustment.

          (f) Whenever  there shall be an  adjustment  as provided in Section 7,
     the Company  shall  promptly  cause  written  notice  thereof to be sent by
     certified mail, postage prepaid,  to the Holder, at its address as it shall
     appear in the Warrant  Register,  which  notice shall be  accompanied  by a
     certificate  setting forth the number of Warrant  Shares  issuable upon the
     exercise of this Warrant if such Warrant  were  exercisable  on the date of
     such notice,  and setting forth a brief  statement of facts  requiring such
     adjustment  and  the  computation  thereof,   which  certificate  shall  be
     conclusive  evidence  of the  correctness  of any  such  adjustment  absent
     manifest error.

     8. In case at any time the Stockholders are notified that the Company shall
propose:

          (a) to pay any dividend or make any  distribution  on shares of Common
     Stock in shares of Common Stock or make any other distribution  (other than
     regularly  scheduled cash  dividends  which are not in a greater amount per
     share than the most  recent  such cash  dividend)  to all holders of Common
     Stock; or

          (b) to issue any rights,  warrants, or other securities to all holders
     of Common Stock entitling them to purchase any additional  shares of Common
     Stock or any other rights, warrants, or other securities; or

          (c) to effect any  reclassification or change of outstanding shares of
     Common Stock, or any consolidation or merger; or

          (d) to effect  any  liquidation,  dissolution,  or  winding-up  of the
     Company,

then, and in any or more of such cases, the Company shall give written notice
thereof, by registered mail, postage prepaid, to the Holder at the Holder's
address as it shall appear in the Warrant Register, mailed at least fifteen (15)
days prior to (i) the date as of which the holders of record shares of Common
Stock to be entitled to receive any such dividend, distribution, rights,
warrants, or other securities are to be determined, or (ii) the date on which
any such reclassification, change of outstanding shares of Common Stock,
consolidation, merger, liquidation, dissolution, or winding-up is expected to
become effective, and the date as of which it is expected that holders of record
shares of Common Stock shall be entitled to exchange their shares for securities
or other property, if any, deliverable upon such reclassification, change of
outstanding shares, consolidation, merger, sale, lease, conveyance of property,
liquidation, dissolution, or winding-up, to the extent such Stockholder(s) have
received such information.


<PAGE>




     9. The issuance of any shares or other securities upon the exercise of this
Warrant, and the delivery of certificates or other instruments representing such
shares or other  securities,  shall be made without charge to the Holder for any
tax or other charge in respect of such issuance,  other than applicable transfer
taxes.  The Company shall not issue or deliver any such  certificate  unless and
until the person or persons  requesting the issue thereof shall have paid to the
Company the amount of such tax or shall have  established to the satisfaction of
the Company that such tax has been paid.

     10.  Unless  registered,  the Warrant  Shares  issued upon  exercise of the
Warrants  shall be  subject  to a stop  transfer  order and the  certificate  or
certificates evidencing such Warrant Shares shall bear the following legend:

"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT
AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH
SHARES MAY NOT BE SOLD, TRANSFERRED OR PLEDGED IN THE ABSENCE OF SUCH
REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL (WHICH MAY BE
COUNSEL FOR THE COMPANY) REASONABLY ACCEPTABLE TO IT STATING THAT SUCH SALE OR
TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF
SAID ACT."

     11.  Upon  receipt of  evidence  satisfactory  to the  Company of the loss,
theft,  destruction,  or  mutilation  of any Warrant (and upon  surrender of any
Warrant  if  mutilated),  and upon  reimbursement  of the  Company's  reasonable
incidental  expenses  and,  if  reasonably   requested,   indemnity   reasonably
acceptable  to the Company,  the Company shall execute and deliver to the Holder
thereof a new Warrant of like date, tenor, and denomination.

     12. The  Holder of any  Warrant  shall not have,  solely on account of such
status, any rights of a Stockholder of the Company,  either at law or in equity,
or to any notice of meetings of Stockholders or of any other  proceedings of the
Company, except as provided in this Warrant.

     13. This  Warrant  shall be construed  in  accordance  with the laws of the
State of Tennessee applicable to contracts made and performed within such State,
without regard to principles of conflicts of law.

Dated:   ________________, 2004
                                    Company:

                                                     National Coal Corporation


                                       By: ____________________________________
                                           Jon E. Nix, President


<PAGE>





                               FORM OF ASSIGNMENT

(To be executed by the registered  Holder if such Holder desires to transfer the
attached Warrant)

         FOR VALUE RECEIVED, _______________________________, hereby sells,

assigns, and transfers unto _________________________________________, a Warrant

to purchase ____________ shares of Common Stock, $0.0001 par value per share, of

National Coal Corporation (the "Company"), together with all right, title and

interest therein, and does hereby irrevocably constitute and appoint

___________________________ attorney to transfer such Warrant of the books of

the Company, with full power of substitution.

Dated: _____________________________



                                     Signature: ________________________________


Signature Guaranteed: _______________________________




<PAGE>





                                     NOTICE

         The signature on the forgoing Assignment must correspond to the name as
written upon the face of this Warrant in every particular, without alteration or
enlargement or any change whatsoever.


To:      National Coal Corporation
         319 Ebenezer Road
         Knoxville, TN 37923

                              ELECTION TO EXERCISE

         The undersigned hereby exercises his, her or its right to purchase
_________________________Warrant Shares covered by the within Warrant and
tenders payment herewith in the aggregate amount of $_________________ in
accordance with the terms thereof, certifies that he, she or it owns this
Warrant free and clear of any and all claims, liens and/or encumbrances and
requests that certificates for such securities be issued in the name of, and
delivered to:

                 ==============================================
                 ==============================================
                 ==============================================
                 ==============================================
                      (Print Name, Address and SSN or EIN)

and, if such number of Warrant Shares shall not be all the Warrant Shares
covered by the within Warrant, that a new Warrant for the balance of the Warrant
Shares covered by the within Warrant be registered in the name of, and delivered
to, the undersigned at the address stated below.


Dated: _____________________           Name:____________________________________
                                                     (Print)

                                    Address: __________________________________

                                             __________________________________


                                      ------------------------------------------
                                                      (Signature)