EXHIBIT 4.5

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                      EQUITY REGISTRATION RIGHTS AGREEMENT

                          DATED AS OF DECEMBER 29, 2005

                                     BETWEEN

                              NATIONAL COAL CORP.,
                                   AS ISSUER,

                                       AND

                           JEFFERIES & COMPANY, INC.,
                              THE INITIAL PURCHASER










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                                TABLE OF CONTENTS

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SECTION 1.        DEFINITIONS..................................................1

SECTION 2.        HOLDERS OF REGISTRABLE SECURITIES............................2

SECTION 3.        REGISTRATION PROCEDURES......................................3

SECTION 4.        SHELF REGISTRATION...........................................6

SECTION 5         LIMITATIONS, CONDITIONS AND QUALIFICATIONS TO
                  OBLIGATIONS UNDER REGISTRATION COVENANTS.....................7

SECTION 6.        REGISTRATION EXPENSES........................................8

SECTION 7.        INDEMNIFICATION.............................................10

SECTION 8.        RULE 144A AND RULE 144......................................13

SECTION 9.        MISCELLANEOUS...............................................13


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                      EQUITY REGISTRATION RIGHTS AGREEMENT

         This Equity  Registration  Rights  Agreement,  dated as of December 29,
2005 (this  "AGREEMENT"),  is entered into by and between National Coal Corp., a
Florida corporation, (the "COMPANY") and Jefferies & Company, Inc. (the "INITIAL
PURCHASER").

         This  Agreement  is  entered  into  in  connection  with  the  Purchase
Agreement,  dated as of  December  22,  2005,  by and  among  the  Company,  the
Guarantors named therein and the Initial  Purchaser (the "PURCHASE  AGREEMENT"),
relating to the offering of 55,000 Units (the "UNITS") consisting of $55,000,000
aggregate  principal amount of the Company's 10.5% Senior Secured Notes due 2010
(the "NOTES") and 55,000 Common Stock Purchase Warrants (the  "WARRANTS").  Each
Unit  consists of (A) $1,000 in  principal  amount of Notes and (B) one Warrant,
each Warrant  representing  the right to purchase 31.5024 shares of Common Stock
of the Company, at an exercise price of $8.50 per share,  subject to adjustment.
The  execution  and  delivery of this  Agreement  is a condition  to the Initial
Purchaser's obligation to purchase the Units under the Purchase Agreement.

         The parties hereby agree as follows:

Section 1.        DEFINITIONS.

         Unless otherwise defined herein,  capitalized terms used herein and not
otherwise  defined  shall have the  meanings  ascribed  to them in the  Purchase
Agreement. As used in this Agreement, the following capitalized terms shall have
the following meanings:

         "AFFILIATE":  As defined in Rule 144 of the Securities Act.

         "CLOSING DATE":  The date hereof.

         "COMMON STOCK":  The common stock,  par value $0.0001 per share, of the
Company.

         "EFFECTIVENESS  DATE":  The date  occurring  240 days after the Closing
Date.

         "EXCHANGE ACT":  The Securities Exchange Act of 1934, as amended.

         "HOLDER":  As defined in SECTION 2 hereof.

         "NASD": means the National Association of Securities Dealers, Inc.

         "PERSON":  Any  individual,  corporation,  partnership,  joint venture,
association, joint-stock company, trust, unincorporated organization, government
or any agency or political subdivision thereof or any other entity.

         "PROSPECTUS":  The prospectus  included in a Registration  Statement at
the time such Registration  Statement is declared effective,  as supplemented by
any prospectus supplement,  and all material incorporated by reference into such
prospectus.


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         "PUBLIC  EQUITY  OFFERING":  means an  underwritten  offering of Common
Stock pursuant to a registration  statement that has been declared  effective by
the SEC pursuant to the Securities  Act (other than a registration  statement on
Form S-4 or Form S-8 or otherwise  relating to equity securities  issuable under
any employee benefit plan of the Company).

         "REGISTRABLE  SECURITIES":  At any time, any of (i) the Warrants,  (ii)
the Warrant Shares (whether or not the related Warrants have been exercised) and
(iii) any other securities issued or issuable with respect to any Warrant Shares
by way of stock  dividends or stock split or in connection with a combination of
shares,  recapitalization,  merger,  consolidation  or other  reorganization  or
otherwise.  As to any particular Registrable  Securities,  such securities shall
cease to be  Registrable  Securities  when  (a) a  Registration  Statement  with
respect to the offering of such securities by the Holder thereof shall have been
declared  effective under the Securities Act and such securities shall have been
disposed of by such Holder  pursuant to such  Registration  Statement,  (b) such
securities  may be sold to the public  pursuant  to Rule  144(k) (or any similar
provisions then in force,  but not Rule 144A)  promulgated  under the Securities
Act, (c) such  securities  shall have been  otherwise  transferred by the Holder
thereof  and  new   certificates  for  such  securities  not  bearing  a  legend
restricting  further  transfer  shall have been  delivered by the Company or its
transfer agent and subsequent  disposition of such securities  shall not require
registration  or  qualification  under the Securities Act or (d) such securities
shall have ceased to be outstanding.

         "REGISTRATION  STATEMENT":  Any  registration  statement of the Company
relating to, or entitling a Holder to request,  the  registration  for resale of
Registrable   Securities,   including  the  Prospectus  included  therein,   all
amendments  thereto (including  post-effective  amendments) and all exhibits and
all material incorporated by reference therein.

         "RESTRICTED SECURITIES": As defined in Rule 144 of the Securities Act.

         "SEC":  The Securities and Exchange Commission.

         "SECURITIES ACT":  The Securities Act of 1933, as amended.

         "SHELF REGISTRATION STATEMENT":  As defined in SECTION 4 hereof.

         "WARRANT AGREEMENT": The Warrant Agreement dated as of the Closing Date
between the Company and Wells
Fargo Bank, National Association, as Warrant Agent.

         "WARRANT SHARES":  The Common Stock or other securities that any Holder
may acquire upon exercise of a Warrant, together with any other securities which
such Holder may acquire on account of any such  securities,  including,  without
limitation,  as the result of any dividend or other distribution on Common Stock
or any split or  combination of such Common Stock as provided for in the Warrant
Agreement.

Section 2.        HOLDERS OF REGISTRABLE SECURITIES.

         A  Person  is  deemed  to be a  Holder  of  Registrable  Securities  (a
"HOLDER")  whenever such Person owns Registrable  Securities or has the right to
acquire such Registrable  Securities by exercising Warrants held by such Person,
whether or not such acquisition has actually been


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effected.  Notwithstanding the foregoing,  the Company and any of its agents may
treat the Person in whose name the  Registrable  Securities  are registered as a
Holder for all purposes hereunder.

Section 3.        REGISTRATION PROCEDURES.

         In connection with any Registration Statement filed by the Company, the
Company shall:

         (a)      (i) furnish to the Holders,  prior to the filing  thereof with
                  the SEC, a copy of the Registration  Statement  (including all
                  such  documents  incorporated  therein by reference)  and each
                  amendment thereof, if any, to the Prospectus,  which documents
                  will be subject to the review and  comment of such  Holders in
                  connection  with such sale,  if any,  for a period of at least
                  five  business  days,  and the Company  will not file any such
                  Registration  Statement or related Prospectus or any amendment
                  or supplement to any such Registration Statement or Prospectus
                  (including all documents incorporated therein by reference) to
                  which such selling Holders shall reasonably object within five
                  business days after the receipt thereof;  and (ii) include the
                  names  of  the  Holders   who  propose  to  sell   Registrable
                  Securities  pursuant to the Registration  Statement as selling
                  securityholders.  A  selling  Holder  shall be  deemed to have
                  reasonably  objected to such filing if such Holder  determines
                  or   subsequently   becomes   aware  that  such   Registration
                  Statement,  amendment,  related  Prospectus or supplement,  as
                  applicable,  as  proposed  to be  filed,  contains  an  untrue
                  statement  of a  material  fact or omit to state any  material
                  fact necessary to make the  statements  therein not misleading
                  or fails to comply  with the  applicable  requirements  of the
                  Securities Act;

         (b)      give written notice to the Initial  Purchaser and the Holders,
                  either directly or indirectly through the Warrant Agent:

                  (i)      when  the  Registration  Statement  or any  amendment
                           thereto  has  been  filed  with  the SEC and when the
                           Registration    Statement   or   any   post-effective
                           amendment thereto has become effective;

                  (ii)     of  any  request  by  the  SEC  for   amendments   or
                           supplements  to  the  Registration  Statement  or the
                           Prospectus or for additional information;

                  (iii)    if at any time when a  Prospectus  is required by the
                           Securities  Act to be  delivered in  connection  with
                           sales of Registrable  Securities the  representations
                           and  warranties  of  the  Company  contained  in  any
                           related  underwriting  agreement cease to be true and
                           correct in all material respects;

                  (iv)     of  the  issuance  by  the  SEC  of  any  stop  order
                           suspending  the  effectiveness  of  the  Registration
                           Statement or the  initiation of any  proceedings  for
                           that purpose;

                  (v)      of the receipt by the Company or its legal counsel of
                           any  notification  with respect to the  suspension of
                           the  qualification of the Registrable  Securities for
                           sale  in  any   jurisdiction  or  the  initiation  or
                           threatening  in  writing of any  proceeding  for such
                           purpose; and


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                  (vi)     of the  happening  of any  event  that  requires  the
                           Company to make changes in the Registration Statement
                           or the  Prospectus  in order  that  the  Registration
                           Statement  or the  Prospectus  does  not  contain  an
                           untrue statement of a material fact nor omit to state
                           a  material  fact  required  to be stated  therein or
                           necessary to make the statements therein (in the case
                           of the  Prospectus,  in  light  of the  circumstances
                           under which they were made) not misleading.;

         (c)      use commercially  reasonable  efforts to obtain the withdrawal
                  at the earliest  possible  time, of any order  suspending  the
                  effectiveness of the Registration Statement;

         (d)      furnish to each Holder upon request,  without charge, at least
                  one copy of the Registration  Statement and any post-effective
                  amendment thereto, including financial statements, and, if the
                  Holder so requests in writing, all exhibits thereto (including
                  those, if any, incorporated by reference);

         (e)      during  the  period  which  the   Registration   Statement  is
                  effective,  deliver to each Holder,  without  charge,  as many
                  copies  of  the   Prospectus   (including   each   preliminary
                  Prospectus)  included in the  Registration  Statement  as such
                  Holder may reasonably request.  The Company consents,  subject
                  to  the  provisions  of  this  Agreement,  to  the  use of the
                  Prospectus  by each of the  Holders  in  connection  with  the
                  offering and sale of Registrable Securities;

         (f)      prior to any public  offering  of the  Registrable  Securities
                  pursuant to any Registration Statement, register or qualify or
                  reasonably  cooperate  with the Holders  and their  respective
                  counsel in connection with the  registration or  qualification
                  of the  Registrable  Securities  for offer and sale  under the
                  securities  or "blue  sky" laws of such  states of the  United
                  States as any Holder reasonably requests in writing and do any
                  and all other acts or things necessary or reasonably advisable
                  to  enable  the offer  and sale in such  jurisdictions  of the
                  Registrable  Securities;  PROVIDED,  HOWEVER, that the Company
                  shall not be required to (i) qualify  generally to do business
                  in any jurisdiction  where it is not then so qualified or (ii)
                  take any action which would  subject it to general  service of
                  process or to  taxation  in any  jurisdiction  where it is not
                  then so subject;

         (g)      use  reasonable  good  faith  efforts  to  cooperate  with the
                  Holders to facilitate the timely  preparation  and delivery of
                  certificates  representing  the  Registrable  Securities to be
                  sold  pursuant  to  any  Registration  Statement  free  of any
                  restrictive  legends and in such  denominations and registered
                  in such names as the Holders may request a  reasonable  period
                  of time prior to sales of the Registrable  Securities pursuant
                  to such Registration Statement;

         (h)      upon the  occurrence of any event  contemplated  by PARAGRAPHS
                  (II)  through (VI) of SECTION 3(B) above during the period for
                  which  the  Company  is  required  to  maintain  an  effective
                  Registration Statement, prepare and file as soon as reasonably
                  practicable  a  post-effective  amendment to the  Registration
                  Statement or a supplement  to the related  Prospectus  and any
                  other  required  document so that, as thereafter  delivered to
                  Holders or purchasers of Securities,  the Prospectus  will not
                  contain an untrue statement


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                  of a material fact or omit to state any material fact required
                  to be  stated  therein  or  necessary  to make the  statements
                  therein,  in light of the circumstances  under which they were
                  made, not misleading;

         (i)      not  later  than  the  effective  date  of  the   Registration
                  Statement,   provide  a  CUSIP  number  for  the   Registrable
                  Securities   and  provide  the  Warrant   Agent  with  printed
                  certificates  for  the  Registrable  Securities,   in  a  form
                  eligible for deposit with The Depository Trust Company;

         (j)      use its  reasonable  best efforts to comply with all rules and
                  regulations  of the SEC to the  extent and so long as they are
                  applicable  to  the  Registration   Statement  and  will  make
                  generally  available  to its  security  holders (or  otherwise
                  provide in  accordance  with Section  11(a) of the  Securities
                  Act)  an  earnings  statement  satisfying  the  provisions  of
                  Section  11(a) of the  Securities  Act,  no later than 45 days
                  after the end of a 12-month period (or 90 days, if such period
                  is a  fiscal  year)  beginning  with  the  first  month of the
                  Company's first fiscal quarter  commencing after the effective
                  date of the  Registration  Statement,  which  statement  shall
                  cover such 12-month period;

         (k)      require,  at the Company's option,  each Holder of Registrable
                  Securities to be sold pursuant to a Registration  Statement to
                  furnish to the Company such  information as may be required or
                  reasonably advisable (i) under applicable  requirements of the
                  SEC or (ii) to obtain any  acceleration  of the effective date
                  of a Registration Statement,  and the Company may exclude from
                  such  registration  the  Registrable  Securities of any Holder
                  that fails to furnish such information within 20 business days
                  after receiving such request;

         (l)      (i) make reasonably available for inspection by the Holders of
                  the  Registrable  Securities  and any attorney,  accountant or
                  other  agent  retained  by  the  Holders  of  the  Registrable
                  Securities   all  pertinent   financial  and  other   relevant
                  corporate  records  and  documents  of  the  Company  and  its
                  subsidiaries   and  (ii)   cause  the   officers,   directors,
                  employees,  accountants  and  auditors  of the Company and its
                  subsidiaries  to supply all  relevant  information  reasonably
                  requested by the Holders of the Registrable  Securities or any
                  such  attorney,  accountant  or agent in  connection  with the
                  Registration  Statement,  in each case, as shall be reasonably
                  necessary  to enable  such  Persons,  to conduct a  reasonable
                  investigation   within  the  meaning  of  Section  11  of  the
                  Securities  Act;  PROVIDED,  HOWEVER,  that any such  records,
                  documents and such  information  that is designated in writing
                  by the Company,  in good faith, as confidential at the time of
                  delivery of such records,  documents or  information  shall be
                  kept confidential by any such Persons pursuant to the terms of
                  a  confidentiality  agreement  between  the  Company  and such
                  Persons containing  customary terms and provisions and in form
                  and substance reasonably  satisfactory to the Company and such
                  Persons.

         (m)      cause (i) its  counsel  to  deliver  an  opinion  and  updates
                  thereof  relating to the  Registrable  Securities,  containing
                  opinions customary for transactions of this type, addressed to
                  such  Holders  thereof  and dated,  in the case of the initial
                  opinion, the effective date of such Registration Statement (it
                  being  agreed that the  matters to be covered by such  opinion
                  shall include, without limitation, a statement that it has not
                  come  to  such  counsel's  attention  that  such  Registration
                  Statement and the prospectus included


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                  therein,  as then amended or  supplemented,  and any documents
                  incorporated by reference  therein contain an untrue statement
                  of a material  fact or omit to state  therein a material  fact
                  required  to be  stated  therein  or  necessary  to  make  the
                  statements therein (in the case of the prospectus, in light of
                  the circumstances  under which they were made, and in the case
                  of any such documents,  in light of the circumstances existing
                  at the time that such  documents were filed with the SEC under
                  the Exchange Act) not  misleading);  and (ii) its  independent
                  public  accountants to provide to the Holders a comfort letter
                  in customary form and covering matters of the type customarily
                  covered  in  comfort   letters  in  connection   with  primary
                  underwritten  offerings,  subject to  receipt  of  appropriate
                  documentation  as  contemplated,  and  only if  permitted,  by
                  Statement of Auditing Standards No. 72.

         The Company  shall be obligated to cause the delivery of the opinion of
counsel and comfort letter of its independent  public  accountants  described in
this SUBSECTION 3(M) only if (1) the Company  provides an opinion of counsel and
comfort  letter to any  holder of  securities  of the  Company,  other  than the
Holders of  Registrable  Securities,  in  connection  with the  registration  of
securities of any such holder,  (2) the Company is requested to do so by Holders
of  Registrable  Securities  representing  10% or more of the  number of Warrant
Shares issuable upon exercise of the Warrants or (3) in the event that less than
10% of the Warrant Shares  issuable upon exercise of the Warrants are Restricted
Securities  at the  time  of  the  registration  giving  rise  to the  Company's
obligation,  the  Company is  requested  to do so by 100% of the Holders of such
Warrant Shares that are Restricted Securities.

         If any such  Registration  Statement  refers  to any  Holder by name or
otherwise as the holder or any securities of the Company, then such Holder shall
have the right to require (i) the  insertion  therein of  language,  in form and
substance reasonably satisfactory to such Holder, to the effect that the holding
by such Holder of such securities is not to be construed as a recommendation  by
such  Holder of the  investment  quality  of the  Company's  securities  covered
thereby  and that such  holding  does not imply that such  Holder will assist in
meeting any future financial  requirements of the Company,  or (ii) in the event
that such  reference  to such Holder by name or otherwise is not required by the
Securities Act or any similar Federal statute then in force, the deletion of the
reference to such Holder in any  amendment  or  supplement  to the  Registration
Statement filed or prepared subsequent to the time that such reference ceases to
be required.

Section 4.        SHELF REGISTRATION.

         (a)      The Company shall use its commercially  reasonable  efforts to
                  prepare  and cause to be filed with the SEC  pursuant  to Rule
                  415 under the Securities Act a shelf registration statement on
                  the  appropriate  form relating to resales of all  Registrable
                  Securities (the "SHELF  REGISTRATION  STATEMENT"),  (ii) cause
                  the Shelf  Registration  Statement  to be  declared  effective
                  under  the  Securities  Act on or prior  to the  Effectiveness
                  Date, and (iii) keep the Shelf Registration Statement required
                  by this  SECTION  4(A)  continuously  effective,  amended  and
                  current  as  required  by and  subject  to the  provisions  of
                  SECTION 4(A) hereof and in conformity with the requirements of
                  this   Agreement,   the  Securities  Act  and  the  rules  and
                  regulations  of the SEC  promulgated  thereunder  from time to
                  time  (including  (A)  preparing  and filing with the SEC such


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                  amendments   and   post-effective   amendments  to  the  Shelf
                  Registration  Statement as may be necessary to keep such Shelf
                  Registration Statement effective;  (B) cause the Prospectus to
                  be supplemented by any required Prospectus supplement,  and as
                  so  supplemented  to be filed  pursuant  to Rule 424 under the
                  Securities Act, and complying fully with Rules 424 and 462, as
                  applicable,  under the Securities Act in a timely manner;  and
                  (C) comply  with the  provisions  of the  Securities  Act with
                  respect to the  disposition of all securities  covered by such
                  Shelf Registration Statement), until the second anniversary of
                  the effective date of such Shelf  Registration  Statement (the
                  "EFFECTIVENESS  PERIOD");  PROVIDED that such obligation shall
                  expire  before  such  date if all the  Registrable  Securities
                  covered by the Shelf Registration Statement (i) have been sold
                  pursuant thereto or (ii) are no longer Restricted Securities.

         (b)      No Holder may include any of its Registrable Securities in the
                  Shelf Registration Statement pursuant to this Agreement unless
                  and until such  Holder  furnishes  to the  Company in writing,
                  within 30 business days after  receipt of a request  therefor,
                  the  information  specified  in Item 507 or 508 of  Regulation
                  S-K,  as  applicable,   of  the  Securities  Act  for  use  in
                  connection with any Shelf Registration Statement or Prospectus
                  or  preliminary  Prospectus  included  therein.  Each  selling
                  Holder  agrees  to  promptly  furnish  additional  information
                  required  to be  disclosed  in order  to make the  information
                  previously  furnished  to  the  Company  by  such  Holder  not
                  materially misleading.

Section 5.        LIMITATIONS,  CONDITIONS  AND  QUALIFICATIONS  TO  OBLIGATIONS
                  UNDER REGISTRATION COVENANTS.

         (a)      The obligations of the Company  described in SECTION 4 of this
                  Agreement are subject to the obligations of the Holders (i) to
                  furnish all  information  and  materials  described in SECTION
                  3(K)  hereof  and (ii) to take any and all  actions  as may be
                  required   under  Federal  and  state   securities   laws  and
                  regulations   to  permit  the   Company  to  comply  with  all
                  applicable   requirements   of  the  SEC  and  to  obtain  any
                  acceleration  of  the  effective  date  of  such  Registration
                  Statement.

         (b)      Each Holder of Registrable Securities agrees that, upon actual
                  receipt of any notice from the Company (x) of the happening of
                  any  event  of  the  kind  described  in  SECTION   3(B)(III),
                  3(B)(IV),  3(B)(V),  or 3(B)(VI) hereof, or (y) that the Board
                  of Directors of the Company has resolved  that the Company has
                  a BONA FIDE  business  purpose  for doing so, then the Company
                  may delay the filing or the  effectiveness of the Registration
                  Statement (if not then filed or effective,  as applicable) and
                  shall not be required to maintain the effectiveness thereof or
                  amend or supplement the Registration  Statement, in all cases,
                  for a period (a "DELAY  PERIOD")  expiring upon the earlier to
                  occur of (i) in the case of the immediately  preceding  clause
                  (x), such Holder's  receipt of the copies of the  supplemented
                  or amended Prospectus hereof or until it is advised in writing
                  by the Company that the use of the  applicable  Prospectus may
                  be  resumed,  and has  received  copies of any  amendments  or
                  supplements  thereto  or (ii) in the  case of the  immediately
                  preceding clause (y), the date which is the earlier of (A) the
                  date on which such business  purpose  ceases to interfere with
                  the   Company's   obligations   to   file  or   maintain   the
                  effectiveness of any such Registration  Statement  pursuant to
                  this  Agreement or (B) 60 days after the Company  notifies the
                  Holders of such good faith  determination.  There


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                  shall not be more  than 60 days of Delay  Periods  during  any
                  12-month period. The Effectiveness Period shall be extended by
                  the number of days during any Delay Period.

                  In the event of any Delay Period pursuant to clause (y) of the
         preceding paragraph, notice shall be given as soon as practicable after
         the Board of  Directors  makes such a  determination  of the need for a
         Delay Period and shall state, to the extent practicable, an estimate of
         the  duration  of such  Delay  Period and shall  advise  the  recipient
         thereof of the agreement of such Holder provided in the next succeeding
         sentence. Each Holder requesting inclusion of Registrable Securities in
         a  Registration  Statement  agrees that during any Delay  Period,  such
         Holder  will  discontinue  disposition  of the  Registrable  Securities
         covered by such Registration  Statement or Prospectus or Exchange Notes
         to be sold by such Holder or Participating  Broker-Dealer,  as the case
         may be.

         (c)      Each  Holder  agrees,  if and to the extent  requested  by the
                  managing  underwriter  or  underwriters  in  a  Public  Equity
                  Offering,  not to effect any public  sale or  distribution  of
                  Registrable Securities, including a sale pursuant to Rule 144A
                  (except as part of such Public  Equity  Offering),  during the
                  180 day  period  beginning  on the  closing  date of any  such
                  Public  Equity  Offering,  to the extent  timely  notified  in
                  writing  by  the  Company  or  such  managing  underwriter  or
                  underwriters.  In the event that the Company is not  otherwise
                  in compliance  with the  provisions  of this  Agreement at the
                  time the Company or such managing  underwriter or underwriters
                  send notice  pursuant to this SECTION 5(C),  the Holders shall
                  not be required to comply with this SECTION 5(C). In addition,
                  the  provisions  of this  SECTION  5(C) shall not apply to any
                  Holder of  Registrable  Securities if such Holder is prevented
                  by  applicable  statute or  regulation  from entering into any
                  such agreement; provided, that any such Holder shall undertake
                  not  to  effect  any  public  sale  or   distribution  of  any
                  Registrable  Securities  commencing on the closing date of any
                  such Public  Equity  Offering  unless it has provided 45 days'
                  prior  written  notice  of such  sale or  distribution  to the
                  managing underwriter or underwriters.

Section 6.        REGISTRATION EXPENSES.

         (a)      All  expenses  incident to the  Company's  performance  of and
                  compliance  with this  Agreement will be borne by the Company,
                  regardless of whether a  Registration  Statement is ever filed
                  or becomes effective, including without limitation:

                  (i)      all   registration   and  filing  fees  and  expenses
                           (including  all SEC and stock  exchange and NASD fees
                           and expenses);

                  (ii)     all fees and  expenses  of  compliance  with  federal
                           securities  and state "blue sky" or  securities  laws
                           (including,  without limitation,  reasonable fees and
                           disbursements  of  counsel  for any  underwriters  in
                           connection  with  blue  sky   qualifications  of  the
                           Registrable Securities);

                  (iii)    all   expenses  of   printing,   preparing,   filing,
                           duplicating and distributing a Registration Statement
                           and the related prospectus (including


                                       8
<PAGE>


                           certificates  for the  Securities to be issued in the
                           registration and printing of Prospectuses)  requested
                           in accordance with this Agreement,

                  (iv)     messenger and delivery  services and telephone  usage
                           and costs and charges of any transfer agent;

                  (v)      all  fees  and   disbursements  of  counsel  for  the
                           Company;

                  (vi)     all fees and  disbursements of independent  certified
                           public  accountants  of the  Company  (including  the
                           expenses of any special audit required by or incident
                           to such performance);

                  (vii)    the   fees   and    disbursements   of   underwriters
                           customarily  paid by issuers or sellers of securities
                           (but not  including  any  underwriting  discounts  or
                           commissions or transfer taxes,  if any,  attributable
                           to the  sale of  Registrable  Securities  by  selling
                           Holders);

                  (viii)   fees and  expenses  of one  counsel  for the  selling
                           Holders and other reasonable  out-of-pocket  expenses
                           of the selling Holders;

                  (ix)     Securities  Act liability  insurance,  if the Company
                           desires such insurance;

                  (x)      the fees and expenses of all other  Persons  retained
                           by the Company;

                  (xi)     fees  and  expenses  of  any  "qualified  independent
                           underwriter"   or   other    independent    appraiser
                           participating in an offering pursuant to Section 3 of
                           Schedule E to the By-laws of the NASD, but only where
                           such  a  "qualified   independent   underwriter"   is
                           required due to a relationship with the Company;

                  (xii)    internal expenses of the Company (including,  without
                           limitation, all salaries and expenses of officers and
                           employees   of  the  Company   performing   legal  or
                           accounting duties);

                  (xiii)   the expense of any annual audit;

                  (xiv)    the fees and expenses of the Warrant Agent; and

                  (xv)     the expenses  relating to printing,  word  processing
                           and   distributing   all   Registration   Statements,
                           underwriting agreements, securities sales agreements,
                           indentures and any other documents necessary in order
                           to comply with this Agreement.

         (b)      The Holders shall pay the underwriting discounts, commissions,
                  and  transfer  taxes,  if any,  in  connection  with the Shelf
                  Registration  Statement  under SECTION 4, which costs shall be
                  allocated   pro  rata  among  all  Holders  on  whose   behalf
                  Registrable


                                       9
<PAGE>


                  Securities of the Company are included in such registration on
                  the  basis  of  the  respective  amounts  of  the  Registrable
                  Securities then being registered on their behalf.

Section 7.        INDEMNIFICATION.

         (a)      The Company  agrees to  indemnify  and hold  harmless,  to the
                  extent permitted by law, each Holder of Registrable Securities
                  and each Person,  if any, who controls any such Person  within
                  the  meaning of Section  15 of the  Securities  Act or Section
                  20(a) of the Exchange Act, the agents, employees, officers and
                  directors of each Holder and the agents,  employees,  officers
                  and  directors  of  any  such  controlling   Person  (each,  a
                  "PARTICIPANT")   from  and   against   any  and  all   losses,
                  liabilities,  claims, damages and expenses (including, but not
                  limited  to,  reasonable  attorneys'  fees  and  any  and  all
                  reasonable   out-of-pocket   expenses   actually  incurred  in
                  investigating,  preparing or defending against any litigation,
                  commenced or threatened, or any claim whatsoever,  and any and
                  all  reasonable  amounts  paid in  settlement  of any claim or
                  litigation  (in the  manner  set forth in CLAUSE  (C)  below))
                  (collectively,  "LOSSES")  to  which  they or any of them  may
                  become subject under the  Securities  Act, the Exchange Act or
                  otherwise  insofar  as such  Losses  (or  actions  in  respect
                  thereof)  arise out of or are based upon any untrue  statement
                  or alleged  untrue  statement of a material fact  contained in
                  any  Registration  Statement  (or any  amendment  thereto)  or
                  Prospectus  (as amended or  supplemented  if the Company shall
                  have furnished any  amendments or supplements  thereto) or any
                  preliminary prospectus,  or caused by, arising out of or based
                  upon any  omission  or  alleged  omission  to state  therein a
                  material  fact  required to be stated  therein or necessary to
                  make the statements therein, in the case of the Prospectus, in
                  the light of the circumstances under which they were made, not
                  misleading,  PROVIDED that (i) the foregoing  indemnity  shall
                  not be available to any Participant insofar as such Losses are
                  caused by any untrue  statement or omission or alleged  untrue
                  statement or omission  made in reliance upon and in conformity
                  with information relating to such Participant furnished to the
                  Company  in  writing  by  or on  behalf  of  such  Participant
                  expressly  for  use  therein,  and  (ii)  that  the  foregoing
                  indemnity  with respect to any  Prospectus  shall not inure to
                  the benefit of any Participant  from whom the Person asserting
                  such  Losses  purchased  Registrable  Securities  if (x) it is
                  established in the related  proceeding  that such  Participant
                  failed to send or give a copy of the Prospectus (as amended or
                  supplemented  if such amendment or supplement was furnished to
                  such  Participant  prior to the written  confirmation  of such
                  sale) to such Person with or prior to the written confirmation
                  of such sale,  if  required  by  applicable  law,  and (y) the
                  untrue  statement or omission or alleged  untrue  statement or
                  omission  was  completely  corrected  in  the  Prospectus  (as
                  amended  or   supplemented   if  amended  or  supplemented  as
                  aforesaid)  and such  Prospectus  does not  contain  any other
                  untrue  statement or omission or alleged  untrue  statement or
                  omission   that  was  the   subject   matter  of  the  related
                  proceeding.  This  indemnity  agreement will be in addition to
                  any liability that the Company may otherwise have,  including,
                  but not limited to, liability under this Agreement.

         (b)      Each  Participant  agrees,   severally  and  not  jointly,  to
                  indemnify  and hold  harmless  (in the same  manner and to the
                  same  extent as set forth in Section  7(a))the  Company,  each
                  Person, if any, who controls the Company within the meaning of
                  Section  15 of the  Securities  Act or  Section  20(a)  of the
                  Exchange Act, and each of its


                                       10
<PAGE>


                  agents,  employees,  officers  and  directors  and the agents,
                  employees,  officers  and  directors  of any such  controlling
                  Person  from and  against  any  Losses to which they or any of
                  them may become subject under the Securities Act, the Exchange
                  Act or otherwise insofar as such Losses (or actions in respect
                  thereof)  arise out of or are based upon any untrue  statement
                  or alleged  untrue  statement of a material fact  contained in
                  any  Registration  Statement  (or any  amendment  thereto)  or
                  Prospectus  (as amended or  supplemented  if the Company shall
                  have furnished any  amendments or supplements  thereto) or any
                  preliminary prospectus,  or caused by, arising out of or based
                  upon any  omission  or  alleged  omission  to state  therein a
                  material  fact  required to be stated  therein or necessary to
                  make the statements therein, in the case of the Prospectus, in
                  the light of the circumstances under which they were made, not
                  misleading,  in  each  case  to the  extent,  but  only to the
                  extent,  that any such Loss arises out of or is based upon any
                  untrue  statement or alleged  untrue  statement or omission or
                  alleged  omission made in reliance upon and in conformity with
                  information relating to such Participant  furnished in writing
                  to the Company by or on behalf of such  Participant  expressly
                  for use therein.

         (c)      Promptly after receipt by an  indemnified  party under SECTION
                  7(A)  or 7(B)  above  of  notice  of the  commencement  of any
                  action, suit or proceeding  (collectively,  an "ACTION"), such
                  indemnified  party shall,  if a claim in respect thereof is to
                  be made against the indemnifying  party under such subsection,
                  notify each party against whom indemnification is to be sought
                  in writing of the commencement of such action (but the failure
                  so to notify an  indemnifying  party  shall not  relieve  such
                  indemnifying  party from any liability  that it may have under
                  this  SECTION  7  except  to  the  extent  that  it  has  been
                  prejudiced in any material  respect by such failure).  In case
                  any such action is brought against any indemnified  party, and
                  it notifies an indemnifying  party of the commencement of such
                  action, the indemnifying party will be entitled to participate
                  in such  action,  and to the  extent it may  elect by  written
                  notice  delivered  to the  indemnified  party  promptly  after
                  receiving the aforesaid notice from such indemnified party, to
                  assume the defense of such action with counsel satisfactory to
                  such indemnified  party.  Notwithstanding  the foregoing,  the
                  indemnified  party or  parties  shall have the right to employ
                  its  or  their  own  counsel  in  any  such  action,  but  the
                  reasonable  fees and expenses of such counsel  shall be at the
                  expense of such  indemnified  party or parties  unless (i) the
                  employment  of such  counsel  shall  have been  authorized  in
                  writing by the  indemnifying  parties in  connection  with the
                  defense of such action,  (ii) the  indemnifying  parties shall
                  not have  employed  counsel to take  charge of the  defense of
                  such  action   within  a  reasonable   time  after  notice  of
                  commencement of the action, or (iii) the named parties to such
                  action   (including  any  impleaded   parties)   include  such
                  indemnified  party and the  indemnifying  party or parties (or
                  such  indemnifying  parties  have  assumed the defense of such
                  action),  and such  indemnified  party or  parties  shall have
                  reasonably   concluded,   that   counsel   selected   by   the
                  indemnifying  party has a conflict of interest in representing
                  both the  indemnifying  party  and the  indemnified  party (in
                  which case the  indemnifying  parties shall not have the right
                  to  direct  the  defense  of  such  action  on  behalf  of the
                  indemnified  party or  parties),  in any of which  events such
                  reasonable  fees and expenses of counsel shall be borne by the
                  indemnifying parties. In no event shall the indemnifying party
                  be liable for the fees and  expenses  of more than one counsel
                  (together with appropriate  local counsel) at any time for all
                  indemnified  parties  in  connection  with any one  action  or
                  separate but substantially  similar or related actions arising
                  in the same jurisdiction out of


                                       11
<PAGE>


                  the  same  general  allegations  or  circumstances.  Any  such
                  separate  firm for the  Participants  shall be  designated  in
                  writing by  Participants  who sold a majority  in  interest of
                  Registrable Securities sold by all such Participants and shall
                  be reasonably  acceptable to the Company and any such separate
                  firm for the Company,  its  affiliates,  officers,  directors,
                  representatives,  employees and agents and such control Person
                  of the Company  shall be  designated in writing by the Company
                  and  shall  be  reasonable   acceptable  to  the  Holders.  An
                  indemnifying  party shall not be liable for any  settlement of
                  any claim or action  effected  without  its  written  consent,
                  which   consent   may  not  be   unreasonably   withheld.   No
                  indemnifying party shall, without the prior written consent of
                  the indemnified party, effect any settlement of any pending or
                  threatened  proceeding  in  respect  of which any  indemnified
                  party is or could have been a party and  indemnity  could have
                  been sought hereunder by such indemnified  party,  unless such
                  settlement   includes   an   unconditional   release  of  such
                  indemnified  party from all  liability  on claims that are the
                  subject matter of such proceeding.

         (d)      In order to provide for contribution in circumstances in which
                  the indemnification  provided for in this SECTION 7 is for any
                  reason held to be unavailable from the indemnifying  party, or
                  is  insufficient  to hold harmless a party  indemnified  under
                  this SECTION 7, each  indemnifying  party shall  contribute to
                  the  amount  paid or payable  by such  indemnified  party as a
                  result of such aggregate  Losses (i) in such  proportion as is
                  appropriate to reflect the relative  benefits received by each
                  indemnifying  party,  on the one  hand,  and each  indemnified
                  party, on the other hand, from the sale of the Warrants to the
                  Initial Purchaser or the resale of the Registrable  Securities
                  by such Holder,  as applicable,  or (ii) if such allocation is
                  not  permitted by  applicable  law, in such  proportion  as is
                  appropriate to reflect not only the relative benefits referred
                  to in clause  (i) above  but also the  relative  fault of each
                  indemnified  party,  on the one  hand,  and each  indemnifying
                  party, on the other hand, in connection with the statements or
                  omissions  that resulted in such Losses,  as well as any other
                  relevant  equitable  considerations.   The  relative  benefits
                  received  by  the   Company,   on  the  one  hand,   and  each
                  Participant,  on the other hand,  shall be deemed to be in the
                  same proportion as (x) the total proceeds from the sale of the
                  Warrants  to the  Initial  Purchaser  (net  of  discounts  and
                  commissions  but before  deducting  expenses)  received by the
                  Company  are to (y) the  total  net  profit  received  by such
                  Participant  in  connection  with the sale of the  Registrable
                  Securities.  The  relative  fault  of  the  parties  shall  be
                  determined by reference  to, among other  things,  whether the
                  untrue or alleged  untrue  statement of a material fact or the
                  omission or alleged  omission to state a material fact relates
                  to information supplied by the Company or such Participant and
                  the parties' relative intent, knowledge, access to information
                  and  opportunity  to  correct  or prevent  such  statement  or
                  omission or alleged statement or omission.

         (e)      The parties  agree that it would not be just and  equitable if
                  contribution pursuant to this SECTION 7 were determined by pro
                  rata allocation or by any other method of allocation that does
                  not take into account the equitable considerations referred to
                  above.  Notwithstanding  the provisions of this SECTION 7, (i)
                  in no case shall any Participant be required to contribute any
                  amount  in  excess  of the  amount  by  which  the net  profit
                  received by such  Participant  in connection  with the sale of
                  the Registrable  Securities  exceeds the amount of any damages
                  that such  Participant  has otherwise  been required to pay by
                  reason of any untrue or alleged  untrue  statement or omission
                  or


                                       12
<PAGE>


                  alleged  omission  and (ii) no  person  guilty  of  fraudulent
                  misrepresentation  (within the meaning of Section 11(f) of the
                  Securities  Act) shall be  entitled to  contribution  from any
                  person    who   was   not    guilty    of   such    fraudulent
                  misrepresentation.  Any party entitled to  contribution  will,
                  promptly after receipt of notice of commencement of any action
                  against   such   party  in   respect  of  which  a  claim  for
                  contribution  may be made  against  another  party or  parties
                  under this  SECTION 7, notify such party or parties  from whom
                  contribution may be sought, but the omission to so notify such
                  party or parties  shall not relieve the party or parties  from
                  whom contribution may be sought from any obligation it or they
                  may have  under  this  SECTION 7 or  otherwise,  except to the
                  extent that it has been prejudiced in any material  respect by
                  such failure;  PROVIDED,  HOWEVER,  that no additional  notice
                  shall be required  with respect to any action for which notice
                  has  been  given  under  this   SECTION  7  for   purposes  of
                  indemnification.  Anything  in this  section  to the  contrary
                  notwithstanding,  no party  shall be liable  for  contribution
                  with  respect  to any  action  or claim  settled  without  its
                  written consent, PROVIDED,  HOWEVER, that such written consent
                  was not unreasonably withheld.

Section 8.        RULE 144A AND RULE 144.

         Subject to the terms of the  Indenture,  dated as of December  29, 2005
among the  Company,  the  Guarantors  set forth  therein  and Wells  Fargo Bank,
National Association, as trustee, the Company shall file the reports required to
be filed by it under the  Securities Act and the Exchange Act in a timely manner
and, if at any time the Company is not required to file such  reports,  it will,
upon the request of any Holder,  make publicly  available  other  information so
long as necessary to permit sales of their securities  pursuant to Rules 144 and
144A. The Company  covenants that it will take such further action as any Holder
may reasonably  request,  all to the extent required from time to time to enable
such  Holder  to sell  Registrable  Securities  without  registration  under the
Securities Act within the limitation of the exemptions  provided by (i) Rule144A
(including the requirements of Rule 144A(d)(4)) and (ii) from and after the date
on which the Company  becomes subject to the provisions of Section 13 or Section
15 of the  Exchange  Act,  Rule 144.  The  Company  will  provide a copy of this
Agreement to prospective  purchasers of Registrable Securities identified to the
Company by the Initial  Purchaser upon request.  Upon the request of any Holder,
the Company  shall  deliver to such Holder a written  statement as to whether it
has complied with such requirements.  Notwithstanding the foregoing,  nothing in
this  SECTION 8 shall be deemed to require the  Company to  register  any of its
securities pursuant to the Exchange Act.

Section 9.        MISCELLANEOUS.

         (a)      REMEDIES. The Company acknowledges and agrees that any failure
                  by the Company to comply with its obligations  under SECTION 4
                  hereof  may  result  in  material  irreparable  injury  to the
                  Holders for which there is no adequate  remedy at law, that it
                  will not be  possible  to measure  damages  for such  injuries
                  precisely  and  that,  in the event of any such  failure,  any
                  Holder  may  obtain   such   relief  as  may  be  required  to
                  specifically enforce the Company's obligations under SECTION 4
                  hereof.

         (b)      NO INCONSISTENT  AGREEMENTS.  The Company will not on or after
                  the  date of this  Agreement  enter  into any  agreement  with
                  respect to its securities that is


                                       13
<PAGE>


                  inconsistent  with the rights  granted to the  Holders in this
                  Agreement or otherwise  conflicts with the provisions  hereof.
                  The rights granted to the Holders  hereunder do not in any way
                  conflict with and are not inconsistent with the rights granted
                  to the holders of the Company's securities under any agreement
                  in effect on the date hereof.

         (c)      AMENDMENTS  AND WAIVERS.  The provisions of this Agreement may
                  not be  amended,  modified  or  supplemented,  and  waivers or
                  consents to departures  from the provisions  hereof may not be
                  given,  except by the Company  and the written  consent of the
                  Holders of a majority of the Registrable  Securities  affected
                  by  such  amendment,   modification,   supplement,  waiver  or
                  consent.

         (d)      NOTICES. All notices and other communications  provided for or
                  permitted hereunder shall be made in writing by hand delivery,
                  first-class mail, facsimile transmission, or air courier which
                  guarantees overnight delivery:

                  (1)      if to a Holder of the Securities, at the most current
                           address  given  by  such  Holder  to the  Company  or
                           Warrant Agent.

                  (2)      if to the Company, at the address as follows:

                                 National Coal Corp.
                                 8915 George Williams Road
                                 Knoxville, Tennessee 37923
                                 Telephone No.: (865) 690-6900
                                 Facsimile No.: (865) 691-9982
                                 Attention: General Counsel

                            with a copy (which shall not constitute notice) to:

                                 Mayer, Brown, Rowe & Maw
                                 71 S. Wacker Drive
                                 Chicago, IL 60606
                                 Telephone No.: (312) 782-0600
                                 Facsimile No.: (312) 701-7711
                                 Attention:  James Junewicz

                  (3)      if to the Warrant Agent, at its address as follows:

                                 Wells Fargo Bank, National Association
                                 Corporate Trust Services
                                 Sixth and Marquette
                                 MAC N9303-120
                                 Minneapolis, MN 55479
                                 Telephone No.: (612) 667-2344
                                 Facsimile No.: (612) 667-9825
                                 Attention: Jane Y. Schweiger


                                       14
<PAGE>


         All such notices and  communications  shall be deemed to have been duly
given:  at the time delivered by hand, if personally  delivered;  three business
days after being deposited in the mail, postage prepaid, if mailed; when receipt
is acknowledged by recipient's  facsimile machine operator, if sent by facsimile
transmission;  and on the  day  delivered,  if  sent by  overnight  air  courier
guaranteeing next day delivery.

         (e)      THIRD PARTY  BENEFICIARIES.  It is  expressly  understood  and
                  agreed that each Holder is intended to be a beneficiary of the
                  Company's  covenants  contained in this  Agreement to the same
                  extent as if those covenants were made directly to such Holder
                  by the  Company,  and each such Holder shall have the right to
                  take action against the Company to enforce, and obtain damages
                  for any breach of, those covenants.

         (f)      SUCCESSORS AND ASSIGNS.  This Agreement  shall be binding upon
                  the  Company,   the  Initial   Purchaser  and  each  of  their
                  successors and assigns.

         (g)      COUNTERPARTS.  This Agreement may be executed in  counterparts
                  and by the parties  hereto in separate  counterparts,  each of
                  which when so executed  shall be deemed to be an original  and
                  all of which taken together shall  constitute one and the same
                  agreement.

         (h)      HEADINGS.  The headings in this Agreement are for  convenience
                  of reference only and shall not limit or otherwise  affect the
                  meaning hereof.

         (i)      GOVERNING  LAW.  THIS  AGREEMENT  SHALL BE  GOVERNED  BY,  AND
                  CONSTRUED  IN  ACCORDANCE  WITH,  THE LAWS OF THE STATE OF NEW
                  YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.

         (j)      SEVERABILITY.  If any one or more of the provisions  contained
                  herein,  or the application  thereof in any  circumstance,  is
                  held invalid, illegal or unenforceable, the validity, legality
                  and  enforceability  of any  such  provision  in  every  other
                  respect and of the remaining provisions contained herein shall
                  not be affected or impaired thereby.

         (k)      SECURITIES  HELD  BY THE  COMPANY.  Whenever  the  consent  or
                  approval of Holders of a specified  percentage of  Registrable
                  Securities is required hereunder,  Registrable Securities held
                  by  the  Company  or its  Affiliates  (other  than  subsequent
                  Holders of Registrable  Securities if such subsequent  Holders
                  are deemed to be Affiliates solely by reason of their holdings
                  of  such  Registrable  Securities)  shall  not be  counted  in
                  determining  whether such consent or approval was given by the
                  Holders of such required percentage.


                            [Signature Page Follows]


                                       15
<PAGE>


         IN WITNESS WHEREOF,  the parties have executed this Agreement as of the
date first written above.


                              NATIONAL COAL CORP., as the Company


                              By:      /s/ Jon E. Nix
                                    ---------------------------------
                                    Name:  Jon E. Nix
                                    Title: CEO


                              JEFFERIES & COMPANY, INC., as Initial Purchaser


                              By:      /s/ David Losito
                                    ---------------------------------
                                    Name:  David Losito
                                    Title: Managing Director


                                    16