EXHIBIT 4.1

                            2004 NATIONAL COAL CORP.

                                   OPTION PLAN


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                       SECTION 1: GENERAL PURPOSE OF PLAN

         The name of this plan is the 2004 NATIONAL COAL CORP. OPTION PLAN (the
"Plan"). The purpose of the Plan is to enable NATIONAL COAL CORP., a Florida
corporation (the "Company"), and any Parent or any Subsidiary to obtain and
retain the services of the types of Employees, Consultants and Directors who
will contribute to the Company's long range success and to provide incentives
which are linked directly to increases in share value which will inure to the
benefit of all stockholders of the Company.

                             SECTION 2: DEFINITIONS

         For purposes of the Plan, the following terms shall be defined as set
forth below:

         "Administrator" shall have the meaning as set forth in Section 3,
hereof.

         "Board" means the Board of Directors of the Company.

         "Cause" means (i) failure by an Eligible Person to substantially
perform his or her duties and obligations to the Company (other than any such
failure resulting from his or her incapacity due to physical or mental illness);
(ii) engaging in misconduct or a fiduciary breach which is or potentially is
materially injurious to the Company or its stockholders; (iii) commission of a
felony; (iv) the commission of a crime against the Company which is or
potentially is materially injurious to the Company; or (v) as otherwise provided
in the Stock Option Agreement or Stock Purchase Agreement. For purposes of this
Plan, the existence of Cause shall be determined by the Administrator in its
sole discretion.

         "Change in Control" shall mean:

                  The consummation of a merger or consolidation of the Company
with or into another entity or any other corporate reorganization, if more than
50% of the combined voting power (which voting power shall be calculated by
assuming the conversion of all equity securities convertible (immediately or at
some future time) into shares entitled to vote, but not assuming the exercise of
any warrant or right to subscribe to or purchase those shares) of the continuing
or Surviving Entity's securities outstanding immediately after such merger,
consolidation or other reorganization is owned, directly or indirectly, by
persons who were not stockholders of the Company immediately prior to such
merger, consolidation or other reorganization; provided, however, that in making
the determination of ownership by the stockholders of the Company, immediately
after the reorganization, equity securities which persons own immediately before
the reorganization as stockholders of another party to the transaction shall be
disregarded; or

                  The   sale,   transfer   or  other   disposition   of  all  or
substantially all of the Company's assets.

A transaction shall not constitute a Change in Control if its sole purpose is to
change the state of the Company's incorporation or to create a holding company
that will be owned in substantially the same proportions by the persons who held
the Company's securities immediately before such transaction.


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         "Code" means the Internal Revenue Code of 1986, as amended from time to
time.

         "Committee" means a committee of the Board designated by the Board to
administer the Plan.

         "Company" means NATIONAL COAL CORP., a corporation organized under the
laws of the State of Florida (or any successor corporation).

         "Consultant" means a consultant or advisor who is a natural person or a
legal entity and who provides bona fide services to the Company, a Parent or a
Subsidiary; provided such services are not in connection with the offer or sale
of securities in a capital-raising transaction and do not directly or indirectly
promote or maintain a market for the Company's securities.

         "Date of Grant" means the date on which the Administrator adopts a
resolution expressly granting a Right to a Participant or, if a different date
is set forth in such resolution as the Date of Grant, then such date as is set
forth in such resolution.

         "Director" means a member of the Board.

         "Disability" means that the Optionee is unable to engage in any
substantial gainful activity by reason of any medically determinable physical or
mental impairment; provided, however, for purposes of determining the term of an
ISO pursuant to Section 6.6 hereof, the term Disability shall have the meaning
ascribed to it under Code Section 22(e)(3). The determination of whether an
individual has a Disability shall be determined under procedures established by
the Plan Administrator.

         "Eligible Person" means an Employee, Consultant or Director of the
Company, any Parent or any Subsidiary.

         "Employee" shall mean any individual who is a common-law employee
(including officers) of the Company, a Parent or a Subsidiary.

         "Exercise Price" shall have the meaning set forth in Section 6.3
hereof.

         "Exchange Act" means the Securities Exchange Act of 1934, as amended.

         "Fair Market Value" shall mean the fair market value of a Share,
determined as follows: (i) if the Stock is listed on any established stock
exchange or a national market system, including without limitation, the NASDAQ
National Market, the Fair Market Value of a share of Stock shall be the closing
sales price for such stock (or the closing bid, if no sales were reported) as
quoted on such system or exchange (or the exchange with the greatest volume of
trading in the Stock) on the last market trading day prior to the day of
determination, as reported in the Wall Street Journal or such other source as
the Administrator deems reliable; (ii) if the Stock is quoted on the NASDAQ
System (but not on the NASDAQ National Market) or any similar system whereby the
stock is regularly quoted by a recognized securities dealer but closing sale
prices are not reported, the Fair Market Value of a share of Stock shall be the
mean between the bid and asked prices for the Stock on the last market trading
day prior to the day of determination, as reported in the Wall Street Journal or
such other source as the Administrator deems reliable; or (iii) in the absence
of an established market for the Stock, the Fair Market Value shall be
determined in good faith by the Administrator and such determination shall be
conclusive and binding on all persons.


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         "First Refusal Right" shall have the meaning set forth in Section 8.7
hereof.

         "ISO" means a Stock Option intended to qualify as an "incentive stock
option" as that term is defined in Section 422(b) of the Code.

         "Non-Employee Director" means a member of the Board who is not an
Employee of the Company, a Parent or Subsidiary, who satisfies the requirements
of such term as defined in Rule 16b-3(b)(3)(i) promulgated by the Securities and
Exchange Commission.

         "Non-Qualified Stock Option" means a Stock Option not described in
Section 422(b) of the Code.

         "Offeree" means a Participant who is granted a Purchase Right pursuant
to the Plan.

         "Optionee" means a Participant who is granted a Stock Option pursuant
to the Plan.

         "Outside Director" means a member of the Board who is not an Employee
of the Company, a Parent or Subsidiary, who satisfies the requirements of such
term as defined in Treasury Regulations (26 Code of Federal Regulation Section
1.162-27(e)(3)).

         "Parent" means any corporation (other than the Company) in an unbroken
chain of corporations ending with the Company, if each of the corporations other
than the Company owns stock possessing 50% or more of the total combined voting
power of all classes of stock in one of the other corporations in such chain. A
corporation that attains the status of a Parent on a date after the adoption of
the Plan shall be considered a Parent commencing as of such date.

         "Participant" means any Eligible Person selected by the Administrator,
pursuant to the Administrator's authority in Section 3, to receive grants of
Rights.

         "Plan" means this 2004 NATIONAL COAL CORP. OPTION PLAN, as the
same may be amended or supplemented from time to time.

         "Purchase Price" shall have the meaning set forth in Section 7.3.

         "Purchase Right" means the right to purchase Stock granted pursuant to
Section 7.

         "Rights" means Stock Options and Purchase Rights.

         "Repurchase Right" shall have the meaning set forth in Section 8.8 of
the Plan.

         "Service" shall mean service as an Employee, Director or Consultant.

         "Stock" means Common Stock of the Company.

         "Stock Option" or "Option" means an option to purchase shares of Stock
granted pursuant to Section 6.


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         "Stock Option Agreement" shall have the meaning set forth in Section
6.1.

         "Stock Purchase Agreement" shall have the meaning set forth in Section
7.1.

         "Subsidiary" means any corporation (other than the Company) in an
unbroken chain of corporations beginning with the Company, if each of the
corporations other than the last corporation in the unbroken chain owns stock
possessing 50% or more of the total combined voting power of all classes of
stock in one of the other corporations in such chain. A corporation that attains
the status of a Subsidiary on a date after the adoption of the Plan shall be
considered a Subsidiary commencing as of such date.

         "Surviving Entity" means the Company if immediately following any
merger, consolidation or similar transaction, the holders of outstanding voting
securities of the Company immediately prior to the merger or consolidation own
equity securities possessing more than 50% of the voting power of the
corporation existing following the merger, consolidation or similar transaction.
In all other cases, the other entity to the transaction and not the Company
shall be the Surviving Entity. In making the determination of ownership by the
stockholders of an entity immediately after the merger, consolidation or similar
transaction, equity securities which the stockholders owned immediately before
the merger, consolidation or similar transaction as stockholders of another
party to the transaction shall be disregarded. Further, outstanding voting
securities of an entity shall be calculated by assuming the conversion of all
equity securities convertible (immediately or at some future time) into shares
entitled to vote.

         "Ten Percent Stockholder" means a person who on the Date of Grant owns,
either directly or through attribution as provided in Section 424 of the Code,
Stock constituting more than 10% of the total combined voting power of all
classes of stock of his or her employer corporation or of any Parent or
Subsidiary.

                            SECTION 3: ADMINISTRATION

         3.1 Administrator. The Plan shall be administered by either (i) the
Board, or (ii) a Committee appointed by the Board (the group that administers
the Plan is referred to as the "Administrator").

         3.2 Powers in General. The Administrator shall have the power and
authority to grant to Eligible Persons, pursuant to the terms of the Plan, (i)
Stock Options, (ii) Purchase Rights or (iii) any combination of the foregoing.

         3.3 Specific Powers. In particular, the Administrator shall have the
authority: (i) to construe and interpret the Plan and apply its provisions; (ii)
to promulgate, amend and rescind rules and regulations relating to the
administration of the Plan; (iii) to authorize any person to execute, on behalf
of the Company, any instrument required to carry out the purposes of the Plan;
(iv) to determine when Rights are to be granted under the Plan; (v) from time to
time to select, subject to the limitations set forth in this Plan, those
Eligible Persons to whom Rights shall be granted; (vi) to determine the number
of shares of Stock to be made subject to each Right; (vii) to determine whether
each Stock Option is to be an ISO or a Non-Qualified Stock Option; (viii) to
prescribe the terms and conditions of each Stock Option and Purchase Right,
including, without limitation, the Purchase Price and medium of payment, vesting
provisions and repurchase provisions, and to specify the provisions of the Stock
Option Agreement or Stock Purchase Agreement relating to such grant or sale;
(ix) to amend any outstanding Rights for the purpose of modifying the time or
manner of vesting, the Purchase Price or Exercise Price, as the case may be,
subject to applicable legal restrictions and to the consent of the other party
to such agreement; (x) to determine the duration and purpose of leaves of
absences which may be granted to a Participant without constituting termination
of their employment for purposes of the Plan; (xi) to make decisions with
respect to outstanding Stock Options that may become necessary upon a change in
corporate control or an event that triggers anti-dilution adjustments; and (xii)
to make any and all other determinations which it determines to be necessary or
advisable for administration of the Plan.


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         3.4 Decisions Final. All decisions made by the Administrator pursuant
to the provisions of the Plan shall be final and binding on the Company and the
Participants.

         3.5 The Committee. The Board may, in its sole and absolute discretion,
from time to time, and at any period of time during which the Company's Stock is
registered pursuant to Section 12 of the Exchange Act, delegate any or all of
its duties and authority with respect to the Plan to the Committee whose members
are to be appointed by and to serve at the pleasure of the Board. From time to
time, the Board may increase or decrease the size of the Committee, add
additional members to, remove members (with or without cause) from, appoint new
members in substitution therefor, and fill vacancies, however caused, in the
Committee. The Committee shall act pursuant to a vote of the majority of its
members or, in the case of a committee comprised of only two members, the
unanimous consent of its members, whether present or not, or by the unanimous
written consent of the majority of its members and minutes shall be kept of all
of its meetings and copies thereof shall be provided to the Board. Subject to
the limitations prescribed by the Plan and the Board, the Committee may
establish and follow such rules and regulations for the conduct of its business
as it may determine to be advisable. During any period of time during which the
Company's Stock is registered pursuant to Section 12 of the Exchange Act, all
members of the Committee shall be Non-Employee Directors and Outside Directors.

         3.6 Indemnification. In addition to such other rights of
indemnification as they may have as Directors or members of the Committee, and
to the extent allowed by applicable law, the Administrator and each of the
Administrator's consultants shall be indemnified by the Company against the
reasonable expenses, including attorney's fees, actually incurred in connection
with any action, suit or proceeding or in connection with any appeal therein, to
which the Administrator or any of its consultants may be party by reason of any
action taken or failure to act under or in connection with the Plan or any
option granted under the Plan, and against all amounts paid by the Administrator
or any of its consultants in settlement thereof (provided that the settlement
has been approved by the Company, which approval shall not be unreasonably
withheld) or paid by the Administrator or any of its consultants in satisfaction
of a judgment in any such action, suit or proceeding, except in relation to
matters as to which it shall be adjudged in such action, suit or proceeding that
such Administrator or any of its consultants did not act in good faith and in a
manner which such person reasonably believed to be in the best interests of the
Company, or was grossly negligent, and in the case of a criminal proceeding, had
no reason to believe that the conduct complained of was unlawful; provided,
however, that within 60 days after institution of any such action, suit or
proceeding, such Administrator or any of its consultants shall, in writing,
offer the Company the opportunity at its own expense to handle and defend such
action, suit or proceeding.

                      SECTION 4: STOCK SUBJECT TO THE PLAN

         4.1 Stock Subject to the Plan. Subject to adjustment as provided in
Section 9, six million (6,000,000) shares of Common Stock shall be reserved and
available for issuance under the Plan. Stock reserved hereunder may consist, in
whole or in part, of authorized and unissued shares or treasury shares.


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         4.2 Basic Limitation. The number of shares that are subject to Rights
under the Plan shall not exceed the number of shares that then remain available
for issuance under the Plan. The Company, during the term of the Plan, shall at
all times reserve and keep available a sufficient number of shares to satisfy
the requirements of the Plan.

         4.3 Additional shares. In the event that any outstanding Option or
other right for any reason expires or is canceled or otherwise terminated, the
shares allocable to the unexercised portion of such Option or other right shall
again be available for the purposes of the Plan. In the event that shares issued
under the Plan are reacquired by the Company pursuant to the terms of any
forfeiture provision, right of repurchase or right of first refusal, such shares
shall again be available for the purposes of the Plan.

                             SECTION 5: ELIGIBILITY

         Eligible Persons who are selected by the Administrator shall be
eligible to be granted Rights hereunder subject to limitations set forth in this
Plan; provided, however, that only Employees shall be eligible to be granted
ISOs hereunder.

                   SECTION 6: TERMS AND CONDITIONS OF OPTIONS.

         6.1 Stock Option Agreement. Each grant of an Option under the Plan
shall be evidenced by a Stock Option Agreement between the Optionee and the
Company. Such Option shall be subject to all applicable terms and conditions of
the Plan and may be subject to any other terms and conditions which are not
inconsistent with the Plan and which the Administrator deems appropriate for
inclusion in a Stock Option Agreement. The provisions of the various Stock
Option Agreements entered into under the Plan need not be identical.

         6.2 Number of shares. Each Stock Option Agreement shall specify the
number of shares of Stock that are subject to the Option and shall provide for
the adjustment of such number in accordance with Section 9, hereof. The Stock
Option Agreement shall also specify whether the Option is an ISO or a
Non-Qualified Stock Option.

         6.3 Exercise Price.

                  6.3.1 In General. Each Stock Option Agreement shall state the
price at which shares subject to the Stock Option may be purchased (the
"Exercise Price"), which shall, with respect to Incentive Stock Options, be not
less than 100% of the Fair Market Value of the Stock on the Date of Grant. In
the case of Non-Qualified Stock Options, the Exercise Price shall be determined
in the sole discretion of the Administrator.

                  6.3.2 Payment.  The Exercise Price shall be payable in a form
described in Section 8 hereof.


         6.4 Withholding Taxes. As a condition to the exercise of an Option, the
Optionee shall make such arrangements as the Board may require for the
satisfaction of any federal, state, local or foreign withholding tax obligations
that may arise in connection with such exercise or with the disposition of
shares acquired by exercising an Option.


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         6.5 Exercisability. Each Stock Option Agreement shall specify the date
when all or any installment of the Option becomes exercisable. In the case of an
Optionee who is not an officer of the Company, a Director or a Consultant, an
Option shall become exercisable at a rate of no more than 25% per year over a
four-year period commencing on January 1 following the Date of Grant and 25%
each year thereafter on January 1. Subject to the preceding sentence, the
exercise provisions of any Stock Option Agreement shall be determined by the
Administrator, in its sole discretion.

         6.6 Term. The Stock Option Agreement shall specify the term of the
Option. No Option shall be exercised after the expiration of ten years after the
date the Option is granted. Unless otherwise provided in the Stock Option
Agreement, no Option may be exercised (i) three months after the date the
Optionee's Service with the Company, its Parent or its Subsidiaries terminates
if such termination is for any reason other than death, Disability or Cause,
(ii) one year after the date the Optionee's Service with the Company, its Parent
or its subsidiaries terminates if such termination is a result of death or
Disability, and (iii) if the Optionee's Service with the Company, its Parent, or
its Subsidiaries terminates for Cause, all outstanding Options granted to such
Optionee shall expire as of the commencement of business on the date of such
termination. The Administrator may, in its sole discretion, waive the
accelerated expiration provided for in (i) or (ii). Outstanding Options that are
not exercisable at the time of termination of employment for any reason shall
expire at the close of business on the date of such termination.

         6.7 Leaves of Absence. For purposes of Section 6.6 above, to the extent
required by applicable law, Service shall be deemed to continue while the
Optionee is on a bona fide leave of absence. To the extent applicable law does
not require such a leave to be deemed to continue while the Optionee is on a
bona fide leave of absence, such leave shall be deemed to continue if, and only
if, expressly provided in writing by the Administrator or a duly authorized
officer of the Company, Parent, or Subsidiary for whom Optionee provides his or
her services.

         6.8 Modification, Extension and Assumption of Options. Within the
limitations of the Plan, the Administrator may modify, extend or assume
outstanding Options (whether granted by the Company or another issuer) or may
accept the cancellation of outstanding Options (whether granted by the Company
or another issuer) in return for the grant of new Options for the same or a
different number of shares and at the same or a different Exercise Price.
Without limiting the foregoing, the Administrator may amend a previously granted
Option to fully accelerate the exercise schedule of such Option and provide that
upon the exercise of such Option, the Optionee shall receive shares of
Restricted Stock that are subject to repurchase by the Company at the Exercise
Price paid for the Option in accordance with Section 8.8.1 with such Company's
right to repurchase at such price lapsing at the same rate as the exercise
provisions set forth in Optionee's Stock Option Agreement. The foregoing
notwithstanding, no modification of an Option shall, without the consent of the
Optionee, impair the Optionee's rights or increase the Optionee's obligations
under such Option. However, a termination of the Option in which the Optionee
receives a cash payment equal to the difference between the Fair Market Value
and the Exercise Price for all shares subject to exercise under any outstanding
Option shall not be deemed to impair any rights of the Optionee or increase the
Optionee's obligations under such Option.


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               SECTION 7: TERMS AND CONDITIONS OF AWARDS OR SALES

         7.1 Stock Purchase Agreement. Each award or sale of shares under the
Plan (other than upon exercise of an Option) shall be evidenced by a Stock
Purchase Agreement between the Purchaser and the Company. Such award or sale
shall be subject to all applicable terms and conditions of the Plan and may be
subject to any other terms and conditions which are not inconsistent with the
Plan and which the Board deems appropriate for inclusion in a Stock Purchase
Agreement. The provisions of the various Stock Purchase Agreements entered into
under the Plan need not be identical.

         7.2 Duration of Offers. Unless otherwise provided in the Stock Purchase
Agreement, any right to acquire shares under the Plan (other than an Option)
shall automatically expire if not exercised by the Purchaser within 15 days
after the grant of such right was communicated to the Purchaser by the Company.

         7.3 Purchase Price.

                  7.3.1 In General. Each Stock Purchase Agreement shall state
the price at which the Stock subject to such Stock Purchase Agreement may be
purchased (the "Purchase Price"), which, with respect to Stock Purchase Rights,
shall be determined in the sole discretion of the Administrator.

                  7.3.2    Payment of Purchase Price.  The Purchase Price shall
be payable in a form described in Section 8.

         7.4 Withholding Taxes. As a condition to the purchase of shares, the
Purchaser shall make such arrangements as the Board may require for the
satisfaction of any federal, state, local or foreign withholding tax obligations
that may arise in connection with such purchase.

                        SECTION 8 : PAYMENT; RESTRICTIONS

         8.1 General Rule. The entire Purchase Price or Exercise Price of shares
issued under the Plan shall be payable in full by, as applicable, cash or
certified check for an amount equal to the aggregate Purchase Price or Exercise
Price for the number of shares being purchased, or in the discretion of the
Administrator, upon such terms as the Administrator shall approve, (i) in the
case of an Option and provided the Company's stock is publicly traded, by a copy
of instructions to a broker directing such broker to sell the Stock for which
such Option is exercised, and to remit to the Company the aggregate Exercise
Price of such Options (a "cashless exercise"), (ii) in the case of an Option or
a sale of Stock, by paying all or a portion of the Exercise Price or Purchase
Price for the number of shares being purchased by tendering Stock owned by the
Optionee, duly endorsed for transfer to the Company, with a Fair Market Value on
the date of delivery equal to the aggregate Purchase Price of the Stock with
respect to which such Option or portion thereof is thereby exercised or Stock
acquired (a "stock-for-stock exercise") or (iii) by a stock-for-stock exercise
by means of attestation whereby the Optionee identifies for delivery specific
shares of Stock already owned by Optionee and receives a number of shares of
Stock equal to the difference between the Option shares thereby exercised and
the identified attestation shares of Stock (an "attestation exercise").


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         8.2 Withholding Payment. The Purchase Price or Exercise Price shall
include payment of the amount of all federal, state, local or other income,
excise or employment taxes subject to withholding (if any) by the Company or any
parent or subsidiary corporation as a result of the exercise of a Stock Option.
The Optionee may pay all or a portion of the tax withholding by cash or check
payable to the Company, or, at the discretion of the Administrator, upon such
terms as the Administrator shall approve, by (i) cashless exercise or
attestation exercise; (ii) stock-for-stock exercise; (iii) in the case of an
Option, by paying all or a portion of the tax withholding for the number of
shares being purchased by withholding shares from any transfer or payment to the
Optionee ("Stock withholding"); or (iv) a combination of one or more of the
foregoing payment methods. Any shares issued pursuant to the exercise of an
Option and transferred by the Optionee to the Company for the purpose of
satisfying any withholding obligation shall not again be available for purposes
of the Plan. The Fair Market Value of the number of shares subject to Stock
withholding shall not exceed an amount equal to the applicable minimum required
tax withholding rates.

         8.3 Services Rendered. At the discretion of the Administrator, shares
may be awarded under the Plan in consideration of services rendered to the
Company, a Parent or a Subsidiary prior to the award.

         8.4 Promissory Note. To the extent that a Stock Option Agreement or
Stock Purchase Agreement so provides, in the discretion of the Administrator,
upon such terms as the Administrator shall approve, all or a portion of the
Exercise Price or Purchase Price (as the case may be) of shares issued under the
Plan may be paid with a full-recourse promissory note. However, in the event
there is a stated par value of the shares and applicable law requires, the par
value of the shares, if newly issued, shall be paid in cash or cash equivalents.
The shares shall be pledged as security for payment of the principal amount of
the promissory note and interest thereon, and held in the possession of the
Company until said amounts are repaid in full. The interest rate payable under
the terms of the promissory note shall not be less than the minimum rate (if
any) required to avoid the imputation of additional interest under the Code.
Subject to the foregoing, the Administrator (at its sole discretion) shall
specify the term, interest rate, amortization requirements (if any) and other
provisions of such note. Unless the Administrator determines otherwise, shares
of Stock having a Fair Market Value at least equal to the principal amount of
the loan shall be pledged by the holder to the Company as security for payment
of the unpaid balance of the loan and such pledge shall be evidenced by a pledge
agreement, the terms of which shall be determined by the Administrator, in its
discretion; provided, however, that each loan shall comply with all applicable
laws, regulations and rules of the Board of Governors of the Federal Reserve
System and any other governmental agency having jurisdiction.

         8.5 Exercise/Pledge. To the extent that a Stock Option Agreement or
Stock Purchase Agreement so allows and if Stock is publicly traded, in the
discretion of the Administrator, upon such terms as the Administrator shall
approve, payment may be made all or in part by the delivery (on a form
prescribed by the Administrator) of an irrevocable direction to pledge shares to
a securities broker or lender approved by the Company, as security for a loan,
and to deliver all or part of the loan proceeds to the Company in payment of all
or part of the Exercise Price and any withholding taxes.


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         8.6 Written Notice. The purchaser shall deliver a written notice to the
Administrator requesting that the Company direct the transfer agent to issue to
the purchaser (or to his designee) a certificate for the number of shares of
Common Stock being exercised or purchased or, in the case of a cashless exercise
or share withholding exercise, for any shares that were not sold in the cashless
exercise or withheld.

         8.7 First Refusal Right. Each Stock Option Agreement and Stock Purchase
Agreement may provide that the Company shall have the right of first refusal
(the "First Refusal Right"), exercisable in connection with any proposed sale,
hypothecation or other disposition of the Stock purchased by the Optionee or
Offeree pursuant to a Stock Option Agreement or Stock Purchase Agreement; and in
the event the holder of such Stock desires to accept a bona fide third-party
offer for any or all of such Stock, the Stock shall first be offered to the
Company upon the same terms and conditions as are set forth in the bona fide
offer.

         8.8 Repurchase Rights. Following a termination of the Participant's
Service, the Company may repurchase the Participant's Rights as provided in this
Section 8.8 (the "Repurchase Right")

                  8.8.1 Repurchase Price. Following a termination of the
Participant's Service the Repurchase Right shall be exercisable at a price equal
to (i) the Fair Market Value of vested Stock or, in the case of exercisable
options, the Fair Market Value of the Stock underlying such unexercised options
less the Exercise Price, or (ii) the Purchase Price or Exercise Price, as the
case may be, of unvested Stock; provided, however, the right to repurchase
unvested stock as described in Section 8.8.1(ii) shall lapse at a rate of at
least 33.33% per year over three years from the date the Right is granted.

                  8.8.2 Exercise of Repurchase Right. A Repurchase Right may be
exercised only within 90 days after the termination of the Participant's Service
(or in the case of Stock issued upon exercise of an Option or after the date of
termination or the purchase of Stock under a Stock Purchase Agreement after the
date of termination, within 90 days after the date of the exercise or Stock
purchase, whichever is applicable) for cash or for cancellation of indebtedness
incurred in purchasing the shares.

         8.9 Termination of Repurchase and First Refusal Rights. Each Stock
Option Agreement and Stock Purchase Agreement shall provide that the Repurchase
Rights and First Refusal Rights shall have no effect with respect to, or shall
lapse and cease to have effect when the issuer's securities become publicly
traded or a determination is made by counsel for the Company that such
Repurchase Rights and First Refusal Rights are not permitted under applicable
federal or state securities laws.

         8.10 No Transferability. Except as provided herein, a Participant may
not assign, sell or transfer Rights, in whole or in part, other than by
testament or by operation of the laws of descent and distribution.


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                  8.10.1 Permitted Transfer of Non-Qualified Option. The
Administrator, in its sole discretion may permit the transfer of a Non-Qualified
Option (but not an ISO or Stock Purchase Right) as follows: (i) by gift to a
member of the Participant's immediate family, or (ii) by transfer by instrument
to a trust providing that the Option is to be passed to beneficiaries upon death
of the Settlor (either or both (i) or (ii) referred to as a "Permitted
Transferee"). For purposes of this Section 8.10.1, "immediate family" shall mean
the Optionee's spouse (including a former spouse subject to terms of a domestic
relations order); child, stepchild, grandchild, child-in-law; parent,
stepparent, grandparent, parent-in-law; sibling and sibling-in-law, and shall
include adoptive relationships.

                  8.10.2 Conditions of Permitted Transfer. A transfer permitted
under this Section 8.10 hereof may be made only upon written notice to and
approval thereof by Administrator. A Permitted Transferee may not further
assign, sell or transfer the transferred Option, in whole or in part, other than
by testament or by operation of the laws of descent and distribution. A
Permitted Transferee shall agree in writing to be bound by the provisions of
this Plan, which a copy of said agreement shall be provided to the Administrator
for approval prior to the transfer.

                    SECTION 9: ADJUSTMENTS; MARKET STAND-OFF

         9.1 Effect of Certain Changes.

                  9.1.1 Stock Dividends, Splits, Etc. If there is any change in
the number of outstanding shares of Stock by reason of a stock split, reverse
stock split, stock dividend, recapitalization, combination or reclassification,
then (i) the number of shares of Stock available for Rights, (ii) the number of
shares of Stock covered by outstanding Rights, and (iii) the Exercise Price or
Purchase Price of any Stock Option or Purchase Right, in effect prior to such
change, shall be proportionately adjusted by the Administrator to reflect any
increase or decrease in the number of issued shares of Stock; provided, however,
that any fractional shares resulting from the adjustment shall be eliminated.

                  9.1.2 Liquidation, Dissolution, Merger or Consolidation. In
the event of a dissolution or liquidation of the Company, or any corporate
separation or division, including, but not limited to, a split-up, a split-off
or a spin-off, or a sale of substantially all of the assets of the Company; a
merger or consolidation in which the Company is not the Surviving Entity; or a
reverse merger in which the Company is the Surviving Entity, but the shares of
Company stock outstanding immediately preceding the merger are converted by
virtue of the merger into other property, whether in the form of securities,
cash or otherwise, then, the Company, to the extent permitted by applicable law,
but otherwise in its sole discretion may provide for: (i) the continuation of
outstanding Rights by the Company (if the Company is the Surviving Entity); (ii)
the assumption of the Plan and such outstanding Rights by the Surviving Entity
or its parent; (iii) the substitution by the Surviving Entity or its parent of
Rights with substantially the same terms for such outstanding Rights; or (iv)
the cancellation of such outstanding Rights without payment of any
consideration, provided that if such Rights would be canceled in accordance with
the foregoing, the Participant shall have the right, exercisable during the
later of the ten-day period ending on the fifth day prior to such merger or
consolidation or ten days after the Administrator provides the Rights holder a
notice of cancellation, to exercise such Rights in whole or in part without
regard to any installment exercise provisions in the Rights agreement.


<PAGE>


                  9.1.3 Par Value Changes. In the event of a change in the Stock
of the Company as presently constituted which is limited to a change of all of
its authorized shares with par value, into the same number of shares without par
value, or a change in the par value, the shares resulting from any such change
shall be "Stock" within the meaning of the Plan.

         9.2 Decision of Administrator Final. To the extent that the foregoing
adjustments relate to stock or securities of the Company, such adjustments shall
be made by the Administrator, whose determination in that respect shall be
final, binding and conclusive; provided, however, that each ISO granted pursuant
to the Plan shall not be adjusted in a manner that causes such Stock Option to
fail to continue to qualify as an ISO without the prior consent of the Optionee
thereof.

         9.3 No Other Rights. Except as hereinbefore expressly provided in this
Section 9, no Participant shall have any rights by reason of any subdivision or
consolidation of shares of Company stock or the payment of any dividend or any
other increase or decrease in the number of shares of Company stock of any class
or by reason of any of the events described in Section 9.1, above, or any other
issue by the Company of shares of stock of any class, or securities convertible
into shares of stock of any class; and, except as provided in this Section 9,
none of the foregoing events shall affect, and no adjustment by reason thereof
shall be made with respect to, the number or price of shares of Stock subject to
Rights. The grant of a Right pursuant to the Plan shall not affect in any way
the right or power of the Company to make adjustments, reclassifications,
reorganizations or changes of its capital or business structures or to merge or
to consolidate or to dissolve, liquidate or sell, or transfer all or part of its
business or assets.

         9.4 Market Stand-Off. Each Stock Option Agreement and Stock Purchase
Agreement shall provide that, in connection with any underwritten public
offering by the Company of its equity securities pursuant to an effective
registration statement filed under the Securities Act of 1933, as amended,
including the Company's initial public offering, the Participant shall agree not
to sell, make any short sale of, loan, hypothecate, pledge, grant any option for
the repurchase of, or otherwise dispose or transfer for value or otherwise agree
to engage in any of the foregoing transactions with respect to any Stock without
the prior written consent of the Company or its underwriters, for such period of
time from and after the effective date of such registration statement as may be
requested by the Company or such underwriters (the "Market Stand-Off").

                      SECTION 10: AMENDMENT AND TERMINATION

         The Board may amend, suspend or terminate the Plan at any time and for
any reason. At the time of such amendment, the Board shall determine, upon
advice from counsel, whether such amendment will be contingent on stockholder
approval.


<PAGE>


                         SECTION 11: GENERAL PROVISIONS

     11.1  General Restrictions.

                  11.1.1 No View to Distribute. The Administrator may require
each person acquiring shares of Stock pursuant to the Plan to represent to and
agree with the Company in writing that such person is acquiring the shares
without a view towards distribution thereof. The certificates for such shares
may include any legend that the Administrator deems appropriate to reflect any
restrictions on transfer.

                  11.1.2 Legends. All certificates for shares of Stock delivered
under the Plan shall be subject to such stop transfer orders and other
restrictions as the Administrator may deem advisable under the rules,
regulations and other requirements of the Securities and Exchange Commission,
any stock exchange upon which the Stock is then listed and any applicable
federal or state securities laws, and the Administrator may cause a legend or
legends to be put on any such certificates to make appropriate reference to such
restrictions.

                  11.1.3 No Rights as Stockholder. Except as specifically
provided in this Plan, a Participant or a transferee of a Right shall have no
rights as a stockholder with respect to any shares covered by the Rights until
the date of the issuance of a Stock certificate to him or her for such shares,
and no adjustment shall be made for dividends (ordinary or extraordinary,
whether in cash, securities or other property) or distributions of other rights
for which the record date is prior to the date such Stock certificate is issued,
except as provided in Section 9.1, hereof.

         11.2 Other Compensation Arrangements. Nothing contained in this Plan
shall prevent the Board from adopting other or additional compensation
arrangements, subject to stockholder approval if such approval is required; and
such arrangements may be either generally applicable or applicable only in
specific cases.

         11.3 Disqualifying Dispositions. Any Participant who shall make a
"disposition" (as defined in Section 424 of the Code) of all or any portion of
an ISO within two years from the date of grant of such ISO or within one year
after the issuance of the shares of Stock acquired upon exercise of such ISO
shall be required to immediately advise the Company in writing as to the
occurrence of the sale and the price realized upon the sale of such shares of
Stock.

         11.4 Regulatory Matters. Each Stock Option Agreement and Stock Purchase
Agreement shall provide that no shares shall be purchased or sold thereunder
unless and until (i) any then applicable requirements of state or federal laws
and regulatory agencies shall have been fully complied with to the satisfaction
of the Company and its counsel and (ii) if required to do so by the Company, the
Optionee or Offeree shall have executed and delivered to the Company a letter of
investment intent in such form and containing such provisions as the Board or
Committee may require.

         11.5 Recapitalizations. Each Stock Option Agreement and Stock Purchase
Agreement shall contain provisions required to reflect the provisions of Section
9.


<PAGE>


         11.6 Delivery. Upon exercise of a Right granted under this Plan, the
Company shall issue Stock or pay any amounts due within a reasonable period of
time thereafter. Subject to any statutory obligations the Company may otherwise
have, for purposes of this Plan, thirty days shall be considered a reasonable
period of time.

         11.7 Other Provisions. The Stock Option Agreements and Stock Purchase
Agreements authorized under the Plan may contain such other provisions not
inconsistent with this Plan, including, without limitation, restrictions upon
the exercise of the Rights, as the Administrator may deem advisable.

                     SECTION 12: INFORMATION TO PARTICIPANTS

         To the extent necessary to comply with Florida law, the Company each
year shall furnish to Participants its balance sheet and income statement unless
such Participants are limited to key Employees whose duties with the Company
assure them access to equivalent information.

                       SECTION 13: STOCKHOLDERS AGREEMENT

         As a condition to the transfer of Stock pursuant to a Right granted
under this Plan, the Administrator, in its sole and absolute discretion, may
require the Participant to execute and become a party to any agreement by and
among the Company and any of its stockholders which exists on or after the Date
of Grant (the "Stockholders Agreement"). If the Participant becomes a party to a
Stockholders Agreement, in addition to the terms of this Plan and the Stock
Option Agreement or Stock Purchase Agreement (whichever is applicable) pursuant
to which the Stock is transferred, the terms and conditions of the Stockholders
Agreement shall govern Participant's rights in and to the Stock; and if there is
any conflict between the provisions of the Stockholders Agreement and this Plan
or any conflict between the provisions of the Stockholders Agreement and the
Stock Option Agreement or Stock Purchase Agreement (whichever is applicable)
pursuant to which the Stock is transferred, the provisions of the Stockholders
Agreement shall be controlling. Notwithstanding anything to the contrary in this
Section 13, if the Stockholders Agreement contains any provisions which would
violate the Florida Corporations Code if applied to the Participant, the terms
of this Plan and the Stock Option Agreement or Stock Purchase Agreement
(whichever is applicable) pursuant to which the Stock is transferred shall
govern the Participant's rights with respect to such provisions.

                       SECTION 14: EFFECTIVE DATE OF PLAN

         The effective date of this Plan is February 12, 2004. The adoption of
the Plan is subject to approval by the Company's stockholders, which approval
must be obtained within 12 months from the date the Plan is adopted by the
Board. In the event that the stockholders fail to approve the Plan within 12
months after its adoption by the Board, any grants of Options or sales or awards
of shares that have already occurred shall be rescinded, and no additional
grants, sales or awards shall be made thereafter under the Plan.


<PAGE>


                            SECTION 15: TERM OF PLAN

         The Plan shall terminate automatically on February 12, 2014, but no
later than the tenth (10th) anniversary of the effective date. No Right shall be
granted pursuant to the Plan after such date, but Rights theretofore granted may
extend beyond that date. The Plan may be terminated on any earlier date pursuant
to Section 10 hereof.

                             SECTION 16: EXECUTION.

         To record the adoption of the Plan by the Board, the Company has caused
its authorized officer to execute the same as of February 12, 2004.



                         NATIONAL COAL CORP.



                         By:  _______________________________
                              Jon E. Nix, President


<PAGE>


                             STOCK OPTION AGREEMENT
                   2004 NATIONAL COAL CORP. OPTION PLAN
                          Notice Of Stock Option Grant

         You have been granted the following option to purchase Common Stock of
NATIONAL COAL CORP. (the "Company"):

         Name of Optionee:

         Total Number of Shares Granted:

         Type of Option:

         Exercise Price Per Share:

         Date of Grant:

         Vesting Commencement Date:

         Vesting Schedule:

         Expiration Date:

By your signature and the signature of the Company's authorized representative
below, you and the Company agree that this option is granted under and governed
by the terms and conditions of the 2004 NATIONAL COAL CORP. OPTION PLAN
and the Stock Option Agreement, both of which are attached hereto and are
incorporated herein by reference. Optionee hereby represents that both the
option and any shares acquired upon exercise of the option have been or will be
acquired for investment for his own account and not with a view to or for sale
in connection with any distribution or resale of the security.


Optionee:                                           NATIONAL COAL CORP.


By:_______________________________                  By:------------------------
                                                          Jon E. Nix
Name:_____________________________                  Its:  President


<PAGE>


                                     ANNEX I


THE OPTION GRANTED PURSUANT TO THIS AGREEMENT AND THE SHARES ISSUABLE UPON THE
EXERCISE THEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN
EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR AN OPINION OF COUNSEL,
SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT
REQUIRED.


                   2004 NATIONAL COAL CORP. OPTION Plan:
                             Stock Option Agreement

                          Section 1 : GRANT OF OPTION

         1.1 Option. On the terms and conditions set forth in the notice of
stock option grant to which this agreement (the "Agreement") is attached (the
"Notice of Stock Option Grant") and this agreement, the Company grants to the
individual named in the Notice of Stock Option Grant (the "Optionee") the option
to purchase at the exercise price specified in the Notice of Stock Option Grant
(the "Exercise Price") the number of Shares set forth in the Notice of Stock
Option Grant. This option is intended to be either an ISO or a Non-Qualified
Stock Option, as provided in the Notice of Stock Option Grant.

         1.2 Stock Plan and Defined Terms. This option is granted pursuant to
and subject to the terms of the 2004 NATIONAL COAL CORP. OPTION PLAN, as
in effect on the date specified in the Notice of Stock Option Grant (which date
shall be the later of (i) the date on which the Board resolved to grant this
option, or (ii) the first day of the Optionee's Service) and as amended from
time to time (the "Plan"), a copy of which is attached hereto and which the
Optionee acknowledges having received. Capitalized terms not otherwise defined
in this Agreement have the definitions ascribed to them in the Plan.

                          SECTION 2: RIGHT TO EXERCISE

         2.1 Exercisability. Subject to Sections 2.2 and 2.3 below and the other
conditions set forth in this Agreement, all or part of this option may be
exercised prior to its expiration at the time or times set forth in the Notice
of Stock Option Grant. Shares purchased by exercising this option may be subject
to the Right of Repurchase under Section 7. In addition, all of the remaining
unexercised options shall become vested and fully exercisable if (i) a Change in
Control occurs before the Optionee's Service terminates, and (ii) the option is
not assumed or an equivalent option is not substituted by the successor entity
that employs the Optionee immediately after the Change in Control or by its
parent or subsidiary.

         2.2 Limitation. If this option is designated as an ISO in the Notice of
Stock Option Grant, then to the extent (and only to the extent) the Optionee's
right to exercise this option causes this option (in whole or in part) to not be
treated as an ISO by reason of the $100,000 annual limitation under Section
422(d) of the Code, such options shall be treated as Non-Qualified Stock
Options, but shall be exercisable by their terms. The determination of options
to be treated as Non-Qualified Stock Options shall be made by taking options
into account in the order in which they are granted. If the terms of this option
cause the $100,000 annual limitation under Section 422(d) of the Code to be
exceeded, a pro rata portion of each exercise shall be treated as the exercise
of a Non-Qualified Stock Option.


<PAGE>


         2.3 Stockholder Approval. Any other provision of this Agreement
notwithstanding, no portion of this option shall be exercisable at any time
prior to the approval of the Plan by the Company's stockholders.

                 SECTION 3: NO TRANSFER OR ASSIGNMENT OF OPTION

         Except as provided herein, an Optionee may not assign, sell or transfer
the option, in whole or in part, other than by testament or by operation of the
laws of descent and distribution. The Administrator, in its sole discretion may
permit the transfer of a Non-Qualified Option (but not an ISO) as follows: (i)
by gift to a member of the Participant's immediate family, or (ii) by transfer
by instrument to a trust providing that the Option is to be passed to
beneficiaries upon death of the Settlor (either or both (i) or (ii) referred to
as a "Permitted Transferee"). For purposes of this Section 3, "immediate family"
shall mean the Optionee's spouse (including a former spouse subject to terms of
a domestic relations order); child, stepchild, grandchild, child-in-law; parent,
stepparent, grandparent, parent-in-law; sibling and sibling-in-law, and shall
include adoptive relationships. A transfer permitted under this Section 3 hereof
may be made only upon written notice to and approval thereof by Administrator. A
Permitted Transferee may not further assign, sell or transfer the transferred
option, in whole or in part, other than by testament or by operation of the laws
of descent and distribution. A Permitted Transferee shall agree in writing to be
bound by the provisions of this Plan, which agreement shall be submitted to and
approved by the Administrator before the transfer.

                         SECTION 4: EXERCISE PROCEDURES

         4.1 Notice of Exercise. The Optionee or the Optionee's representative
may exercise this option by delivering a written notice in the form of Exhibit A
attached hereto ("Notice of Exercise") to the Company in the manner specified
pursuant to Section 14.4 hereof. Such Notice of Exercise shall specify the
election to exercise this option, the number of Shares for which it is being
exercised and the form of payment, which must comply with Section 5. The Notice
of Exercise shall be signed by the person who is entitled to exercise this
option. In the event that this option is to be exercised by the Optionee's
representative, the notice shall be accompanied by proof (satisfactory to the
Company) of the representative's right to exercise this option.

         4.2 Issuance of Shares. After receiving a proper Notice of Exercise,
the Company shall cause to be issued a certificate or certificates for the
Shares as to which this option has been exercised, registered in the name of the
person exercising this option (or in the names of such person and his or her
spouse as community property or as joint tenants with right of survivorship).
The Company shall cause such certificate or certificates to be deposited in
escrow or delivered to or upon the order of the person exercising this option.

         4.3 Withholding Taxes. In the event that the Company determines that it
is required to withhold any tax as a result of the exercise of this option, the
Optionee, as a condition to the exercise of this option, shall make arrangements
satisfactory to the Company to enable it to satisfy all withholding
requirements. The Optionee shall also make arrangements satisfactory to the
Company to enable it to satisfy any withholding requirements that may arise in
connection with the vesting or disposition of Shares purchased by exercising
this option, and shall provide to the Company his/her/its social security number
or employment identification number.


<PAGE>


                          SECTION 5: PAYMENT FOR STOCK

         5.1 General Rule. The entire Exercise Price of Shares issued under the
Plan shall be payable in full by cash or cashier's check for an amount equal to
the aggregate Exercise Price for the number of shares being purchased.
Alternatively, in the sole discretion of the Plan Administrator and upon such
terms as the Plan Administrator shall approve, the Exercise Price may be paid
by:

                  5.1.1 Cashless Exercise. Provided the Company's Common Stock
is publicly traded, a copy of instructions to a broker directing such broker to
sell the Shares for which this option is exercised, and to remit to the Company
the aggregate Exercise Price of such option ("Cashless Exercise");

                  5.1.2  Stock-For-Stock  Exercise.  Paying  all or a portion of
the  Exercise  Price for the number of Shares
being purchased by tendering Shares owned by the Optionee, duly endorsed for
transfer to the Company, with a Fair Market Value on the date of delivery equal
to the Exercise Price multiplied by the number of Shares with respect to which
this option is being exercised (the "Purchase Price") or the aggregate Purchase
Price of the shares with respect to which this option or portion hereof is
exercised ("Stock-for-Stock Exercise"); or

                  5.1.3  Attestation  Exercise.  By a stock for stock  exercise
by means of  attestation  whereby the Optionee identifies for delivery specific
Shares already owned by Optionee and receives a number of Shares equal to the
difference between the Option Shares thereby exercised and the identified
attestation Shares ("Attestation Exercise").

         5.2 Withholding Payment. The Exercise Price shall include payment of
the amount of all federal, state, local or other income, excise or employment
taxes subject to withholding (if any) by the Company or any parent or subsidiary
corporation as a result of the exercise of a Stock Option. The Optionee may pay
all or a portion of the tax withholding by cash or check payable to the Company,
or, at the discretion of the Administrator, upon such terms as the Administrator
shall approve, by (i) Cashless Exercise or Attestation Exercise; (ii)
Stock-for-Stock Exercise; (iii) in the case of an Option, by paying all or a
portion of the tax withholding for the number of shares being purchased by
withholding shares from any transfer or payment to the Optionee ("Stock
withholding"); or (iv) a combination of one or more of the foregoing payment
methods. Any shares issued pursuant to the exercise of an Option and transferred
by the Optionee to the Company for the purpose of satisfying any withholding
obligation shall not again be available for purposes of the Plan. The fair
market value of the number of shares subject to Stock withholding shall not
exceed an amount equal to the applicable minimum required tax withholding rates.

         5.3 Promissory Note. The Plan Administrator, in its sole discretion,
upon such terms as the Plan Administrator shall approve, may permit all or a
portion of the Exercise Price of Shares issued under the Plan to be paid with a
full-recourse promissory note. However, in the event there is a stated par value
of the shares and applicable law requires, the par value of the shares, if newly
issued, shall be paid in cash or cash equivalents. The Shares shall be pledged
as security for payment of the principal amount of the promissory note and
interest thereon, and shall be held in the possession of the Company until the
promissory note is repaid in full. Subject to the foregoing, the Plan
Administrator (at its sole discretion) shall specify the term, interest rate,
amortization requirements (if any) and other provisions of such note.


<PAGE>


         5.4 Exercise/Pledge. In the discretion of the Plan Administrator, upon
such terms as the Plan Administrator shall approve, payment may be made all or
in part by the delivery (on a form prescribed by the Plan Administrator) of an
irrevocable direction to pledge Shares to a securities broker or lender approved
by the Company, as security for a loan, and to deliver all or part of the loan
proceeds to the Company in payment of all or part of the Exercise Price and any
withholding taxes.

                         SECTION 6: TERM AND EXPIRATION

         6.1 Basic Term. This option shall expire and shall not be exercisable
after the expiration of the earliest of (i) the Expiration Date specified in the
Notice of Stock Option Grant, (ii) three months after the date the Optionee's
Service with the Company and its Subsidiaries terminates if such termination is
for any reason other than death, Disability or Cause, (iii) one year after the
date the Optionee's Service with the Company and its Subsidiaries terminates if
such termination is a result of death or Disability, and (iv) if the Optionee's
Service with the Company and its Subsidiaries terminates for Cause, all
outstanding Options granted to such Optionee shall expire as of the commencement
of business on the date of such termination. Outstanding Options that are not
exercisable at the time of termination of employment for any reason shall expire
at the close of business on the date of such termination. The Plan Administrator
shall have the sole discretion to determine when this option is to expire. For
any purpose under this Agreement, Service shall be deemed to continue while the
Optionee is on a bona fide leave of absence, if such leave to the extent
required by applicable law. To the extent applicable law does not require such a
leave to be deemed to continue while the Optionee is on a bona fide leave of
absence, such leave shall be deemed to continue if, and only if, expressly
provided in writing by the Administrator or a duly authorized officer of the
Company, Parent or Subsidiary for whom Optionee provides his or her services.

         6.2 Exercise After Death. All or part of this option may be exercised
at any time before its expiration under Section 6.1 above by the executors or
administrators of the Optionee's estate or by any person who has acquired this
option directly from the Optionee by beneficiary designation, bequest or
inheritance, but only to the extent that this option had become exercisable
before the Optionee's death. When the Optionee dies, this option shall expire
immediately with respect to the number of Shares for which this option is not
yet exercisable and with respect to any Share that is subject to the Right of
Repurchase (as such term is defined in below) (the "Restricted Stock").

         6.3 Notice Concerning ISO Treatment. If this option is designated as an
ISO in the Notice of Stock Option Grant, it ceases to qualify for favorable tax
treatment as an ISO to the extent it is exercised (i) more than three months
after the date the Optionee ceases to be an Employee for any reason other than
death or permanent and total disability (as defined in Section 22(e)(3) of the
Code), (ii) more than 12 months after the date the Optionee ceases to be an
Employee by reason of such permanent and total disability, or (iii) after the
Optionee has been on a leave of absence for more than 90 days, unless the
Optionee's reemployment rights are guaranteed by statute or by contract.


<PAGE>


                         SECTION 7: RIGHT OF REPURCHASE

         7.1 Option Repurchase Right. Following a termination of the Optionee's
Service, the Company shall have the option to repurchase the Optionee's vested
and exercisable options at a price equal to the Fair Market Value of the Stock
underlying such options, less the Exercise Price (the "Option Repurchase
Right").

         7.2 Stock Repurchase Right. Unless they have become vested in
accordance with the Notice of Stock Option Grant and Section 7.4 below, the
stock acquired under this Agreement initially shall be Restricted Stock and
shall be subject to a right (but not an obligation) of repurchase by the
Company, which shall be exercisable at a price equal to the Exercise Price paid
for the Restricted Stock (the "Stock Repurchase Right"). Vested stock acquired
under this Agreement shall be subject to a right (but not an obligation) of
repurchase by the Company, which shall be exercisable at a price equal to the
Fair Market Value of the vested Stock.

         7.3 Condition Precedent to Exercise. The Option Repurchase Right and
Stock Repurchase Rights (collectively, the "Right of Repurchase") shall be
exercisable over Restricted Stock only during the 90-day period next following
the later of:

                  7.3.1 The date when the Optionee's Service terminates for any
reason, with or without Cause, including (without limitation) death or
disability; or

                  7.3.2 The date when this option was  exercised  by the
Optionee,  the  executors or  administrators  of the Optionee's estate, or any
person who has acquired this option directly from the Optionee by bequest,
inheritance or beneficiary designation.

         7.4 Lapse of Right of Repurchase. The Right of Repurchase shall lapse
with respect to the Shares subject to this option in accordance with the vesting
schedule set forth in the Notice of Stock Option Grant. In addition, the Right
of Repurchase shall lapse and all of the remaining Restricted Stock shall become
vested if (i) a Change in Control occurs before the Optionee's Service
terminates, and (ii) the Right of Repurchase is not assigned to the entity that
employs the Optionee immediately after the Change in Control or to its parent or
subsidiary. The Right of Repurchase shall lapse with respect to (i) Shares that
are registered under a then currently effective registration statement under
applicable federal securities laws and the issuer is subject to the reporting
requirements of Section 13 or 15(d) of the Exchange Act or becomes an investment
company registered or required to be registered under the Investment Company Act
of 1940, or (ii) Shares for which a determination is made by counsel for the
Company that such Exercise Price restrictions are not required in the
circumstances under applicable federal or state securities laws.

         7.5 Exercise of Right of Repurchase. The Company shall exercise the
Right of Repurchase by written notice delivered to the Optionee prior to the
expiration of the 90-day period specified in Section 7.3 above. The notice shall
set forth the date on which the repurchase is to be effected, which must occur
within 31 days of the notice. The certificate(s) representing the Restricted
Stock to be repurchased shall, prior to the close of business on the date
specified for the repurchase, be delivered to the Company properly endorsed for
transfer. The Company shall, concurrently with the receipt of such
certificate(s), pay to the Optionee the Purchase Price determined according to
this Section 7. Payment shall be made in cash or cash equivalents or by
canceling indebtedness to the Company incurred by the Optionee in the purchase
of the Restricted Stock. The Right of Repurchase shall terminate with respect to
any Restricted Stock for which it has not been timely exercised pursuant to this
Section 7.5.


<PAGE>


         7.6 Rights of Repurchase Adjustments. If there is any change in the
number of outstanding shares of Stock by reason of a stock split, reverse stock
split, stock dividend, an extraordinary dividend payable in a form other than
stock, recapitalization, combination or reclassification, or a similar
transaction affecting the Company's outstanding securities without receipt of
consideration, then (i) any new, substituted or additional securities or other
property (including money paid other than as an ordinary cash dividend)
distributed with respect to any Restricted Stock (or into which such Restricted
Stock thereby become convertible) shall immediately be subject to the Right of
Repurchase; and (ii) appropriate adjustments to reflect the distribution of such
securities or property shall be made to the number and/or class of the
Restricted Stock and to the price per share to be paid upon the exercise of the
Right of Repurchase; provided, however, that the aggregate Purchase Price
payable for the Restricted Stock shall remain the same.

         7.7 Termination of Rights as Stockholder. If the Company makes
available, at the time and place and in the amount and form provided in this
Agreement, the consideration for the Restricted Stock to be repurchased in
accordance with this Section 7, then after such time the person from whom such
Restricted Stock is to be repurchased shall no longer have any rights as a
holder of such Restricted Stock (other than the right to receive payment of such
consideration in accordance with this Agreement). Such Restricted Stock shall be
deemed to have been repurchased in accordance with the applicable provisions
hereof, whether or not the certificate(s) therefor have been delivered as
required by this Agreement.

         7.8 Escrow. Upon issuance, the certificates for Restricted Stock shall
be deposited in escrow with the Company to be held in accordance with the
provisions of this Agreement. Any new, substituted or additional securities or
other property described in Section 7.6 above shall immediately be delivered to
the Company to be held in escrow, but only to the extent the Shares are at the
time Restricted Stock. All regular cash dividends on Restricted Stock (or other
securities at the time held in escrow) shall be paid directly to the Optionee
and shall not be held in escrow. Restricted Stock, together with any other
assets or securities held in escrow hereunder, shall be (i) surrendered to the
Company for repurchase and cancellation upon the Company's exercise of its Right
of Repurchase or Right of First Refusal or (ii) released to the Optionee upon
the Optionee's request to the extent the Shares are no longer Restricted Stock
(but not more frequently than once every six months). In any event, all Shares
which have vested (and any other vested assets and securities attributable
thereto) shall be released within 60 days after the earlier of (i) the
Optionee's cessation of Service or (ii) the lapse of the Right of First Refusal.

                        SECTION 8: RIGHT OF FIRST REFUSAL

         8.1 Right of First Refusal. In the event that the Company's stock is
not readily tradable on an established securities market and the Optionee
proposes to sell, pledge or otherwise transfer to a third party any Shares
acquired under this Agreement, or any interest in such Shares, to any person,
entity or organization (the "Transferee") the Company shall have the Right of
First Refusal with respect to all (and not less than all) of such Shares (the
"Right of First Refusal"). If the Optionee desires to transfer Shares acquired
under this Agreement, the Optionee shall give a written transfer notice
("Transfer Notice") to the Company describing fully the proposed transfer,
including the number of Shares proposed to be transferred, the proposed transfer
price, the name and address of the proposed Transferee and proof satisfactory to
the Company that the proposed sale or transfer will not violate any applicable
federal or state securities laws. The Transfer Notice


<PAGE>


shall be signed both by the Optionee and by the proposed Transferee and must
constitute a binding commitment of both parties to the transfer of the Shares.
The Company shall have the right to purchase all, and not less than all, of the
Shares on the terms of the proposal described in the Transfer Notice by delivery
of a notice of exercise of the Right of First Refusal within 30 days after the
date when the Transfer Notice was received by the Company. The Company's rights
under this Section 8.1 shall be freely assignable, in whole or in part.

         8.2 Additional Shares or Substituted Securities. In the event of the
declaration of a stock dividend, the declaration of an extraordinary dividend
payable in a form other than stock, a spin-off, a stock split, an adjustment in
conversion ratio, a recapitalization or a similar transaction affecting the
Company's outstanding securities without receipt of consideration, any new,
substituted or additional securities or other property (including money paid
other than as an ordinary cash dividend) which are by reason of such transaction
distributed with respect to any Shares subject to this Section 8 or into which
such Shares thereby become convertible shall immediately be subject to this
Section 8. Appropriate adjustments to reflect the distribution of such
securities or property shall be made to the number and/or class of the Shares
subject to this Section 8.

         8.3 Termination of Right of First Refusal. Any other provision of this
Section 8 notwithstanding, in the event that the Stock is readily tradable on an
established securities market when the Optionee desires to transfer Shares, the
Company shall have no Right of First Refusal, and the Optionee shall have no
obligation to comply with the procedures prescribed by this Section 8.

         8.4 Permitted Transfers. This Section 8 shall not apply to a transfer
(i) by gift to a member of the Participant's immediate family or (ii) by
transfer by instrument to a trust providing that the Option is to be passed to
beneficiaries upon death of the Settlor. For purposes of this Section 8.4,
"immediate family" shall mean the Optionee's spouse (including a former spouse
subject to terms of a domestic relations order); child, stepchild, grandchild,
child-in-law; parent, stepparent, grandparent, parent-in-law; sibling and
sibling-in-law, and shall include adoptive relationships.

         8.5 Termination of Rights as Stockholder. If the Company makes
available, at the time and place and in the amount and form provided in this
Agreement, the consideration for the Shares to be purchased in accordance with
this Section 8, then after such time the person from whom such Shares are to be
purchased shall no longer have any rights as a holder of such Shares (other than
the right to receive payment of such consideration in accordance with this
Agreement). Such Shares shall be deemed to have been purchased in accordance
with the applicable provisions hereof, whether or not the certificate(s)
therefor have been delivered as required by this Agreement.

                         SECTION 9: OBLIGATION TO SELL.

         Notwithstanding anything herein to the contrary, if at any time
following Optionee's acquisition of Shares hereunder, stockholders of the
Company owning 51% or more of the shares of the Company (on a fully diluted
basis) (the "Control Sellers") enter into an agreement (including any agreement
in principal) to transfer all of their shares to any person or group of persons
who are not affiliated with the Control Sellers, such Control Sellers may
require each stockholder who is not a Control Seller (a "Non-Control Seller") to
sell all of their shares to such person or group of persons at a price and on
terms and conditions the same as those on which such Control Sellers have agreed
to sell their shares, other than terms and conditions relating to the
performance or non-performance of services. For the purposes of the preceding
sentence, an affiliate of a Control Seller is a person who controls, which is
controlled by, or which is under common control with, the Control Seller.


<PAGE>


                       SECTION 10: STOCKHOLDERS AGREEMENT

         As a condition to the transfer of Stock pursuant to this Stock Option
Agreement, the Administrator, in its sole and absolute discretion, may require
the Participant to execute and become a party to any agreement by and among the
Company and any of its stockholders which exists on or after the Date of Grant
(the "Stockholders Agreement"). If the Participant becomes a party to a
Stockholders Agreement, in addition to the terms of the Plan and this Stock
Option Agreement, the terms and conditions of Stockholders Agreement shall
govern Participant's rights in and to the Stock; and if there is any conflict
between the provisions of the Stockholders Agreement and the Plan or any
conflict between the provisions of the Stockholders Agreement and this Stock
Option Agreement, the provisions of the Stockholders Agreement shall be
controlling. Notwithstanding anything to the contrary in this Section 10, if the
Stockholders Agreement contains any provisions which would violate Florida
corporate law if applied to the Participant, the terms of the Plan and this
Stock Option Agreement shall govern the Participant's rights with respect to
such provisions.

                    SECTION 11: LEGALITY OF INITIAL ISSUANCE

         No Shares shall be issued upon the exercise of this option unless and
until the Company has determined that:

         11.1 It and the Optionee have taken any actions required to register
the Shares, provided the Stock is publicly traded, under the Securities Act of
1933, as amended (the "Securities Act"), or to perfect an exemption from the
registration requirements thereof;

         11.2 Any applicable listing requirement of any stock exchange on which
Stock is listed has been satisfied; and

         11.3 Any other applicable provision of state or federal law has been
satisfied.

                       SECTION 12: NO REGISTRATION RIGHTS

         The Company may, but shall not be obligated to, register or qualify the
sale of Shares under the Securities Act or any other applicable law. The Company
shall not be obligated to take any affirmative action in order to cause the sale
of Shares under this Agreement to comply with any law.

                      SECTION 13: RESTRICTIONS ON TRANSFER

         13.1 Securities Law Restrictions. Regardless of whether the offering
and sale of Shares under the Plan have been registered under the Securities Act
or have been registered or qualified under the securities laws of any state, the
Company, at its discretion, may impose restrictions upon the sale, pledge or
other transfer of such Shares (including the placement of appropriate legends on
stock certificates or the imposition of stop-transfer instructions) if, in the
judgment of the Company, such restrictions are necessary or desirable in order
to achieve compliance with the Securities Act, the securities laws of any state
or any other law.


<PAGE>


         13.2 Market Stand-Off. In the event of an underwritten public offering
by the Company of its equity securities pursuant to an effective registration
statement filed under the Act, including the Company's initial public offering
(a "Public Offering"), the Optionee shall not transfer for value any shares of
Stock without the prior written consent of the Company or its underwriters, for
such period of time from and after the effective date of such registration
statement as may be requested by the Company or such underwriters (the "Market
Stand-Off"). The Market Stand-off shall be in effect for such period of time
following the date of the final prospectus for the offering as may be requested
by the Company or such underwriters. In the event of the declaration of a stock
dividend, a spin-off, a stock split, an adjustment in conversion ratio, a
recapitalization or a similar transaction affecting the Company's outstanding
securities without receipt of consideration, any new, substituted or additional
securities which are by reason of such transaction distributed with respect to
any Shares subject to the Market Stand-Off, or into which such Shares thereby
become convertible, shall immediately be subject to the Market Stand-Off. In
order to enforce the Market Stand-Off, the Company may impose stop-transfer
instructions with respect to the Shares acquired under this Agreement until the
end of the applicable stand-off period.

         13.3 Investment Intent at Grant. The Optionee represents and agrees
that the Shares to be acquired upon exercising this option will be acquired for
investment, and not with a view to the sale or distribution thereof.

         13.4 Investment Intent at Exercise. In the event that the sale of
Shares under the Plan is not registered under the Securities Act but an
exemption is available which requires an investment representation or other
representation, the Optionee shall represent and agree at the time of exercise
that the Shares being acquired upon exercising this option are being acquired
for investment, and not with a view to the sale or distribution thereof, and
shall make such other representations as are deemed necessary or appropriate by
the Company and its counsel.

         13.5 Legends. All certificates evidencing Shares purchased under this
Agreement in an unregistered transaction shall bear the following legend (and
such other restrictive legends as are required or deemed advisable under the
provisions of any applicable law):

         "THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
         SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR
         OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER
         SUCH ACT OR AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY AND ITS
         COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED."

         13.6 Removal of Legends. If, in the opinion of the Company and its
counsel, any legend placed on a stock certificate representing Shares sold under
this Agreement no longer is required, the holder of such certificate shall be
entitled to exchange such certificate for a certificate representing the same
number of Shares but without such legend.

         13.7 Administration. Any determination by the Company and its counsel
in connection with any of the matters set forth in this Section 13 shall be
conclusive and binding on the Optionee and all other persons.


<PAGE>


                      SECTION 14: MISCELLANEOUS PROVISIONS

         14.1 Rights as a Stockholder. Neither the Optionee nor the Optionee's
representative shall have any rights as a stockholder with respect to any Shares
subject to this option until the Optionee or the Optionee's representative
becomes entitled to receive such Shares by filing a notice of exercise and
paying the Exercise Price pursuant to Section 4 and Section 5 hereof.

         14.2 Adjustments. If there is any change in the number of outstanding
shares of Stock by reason of a stock split, reverse stock split, stock dividend,
recapitalization, combination or reclassification, then (i) the number of shares
subject to this option and (ii) the Exercise Price of this option, in effect
prior to such change, shall be proportionately adjusted to reflect any increase
or decrease in the number of issued shares of Stock; provided, however, that any
fractional shares resulting from the adjustment shall be eliminated.

         14.3 No Retention Rights. Nothing in this option or in the Plan shall
confer upon the Optionee any right to continue in Service for any period of
specific duration or interfere with or otherwise restrict in any way the rights
of the Company (or any Parent or Subsidiary employing or retaining the Optionee)
or of the Optionee, which rights are hereby expressly reserved by each, to
terminate his or her Service at any time and for any reason, with or without
Cause.

         14.4 Notice. Any notice required by the terms of this Agreement shall
be given in writing and shall be deemed effective upon personal delivery or upon
deposit with the United States Postal Service, by registered or certified mail,
with postage and fees prepaid. Notice shall be addressed the Optionee at the
address set forth in the records of the Company. Notice shall be addressed to
the Company at:

                           NATIONAL COAL CORP.
                           319 Ebenezer Road
                           Knoxville, TN 37923

         14.5 Entire Agreement. The Notice of Stock Option Grant, this Agreement
and the Plan constitute the entire contract between the parties hereto with
regard to the subject matter hereof. They supersede any other agreements,
representations or understandings (whether oral or written and whether express
or implied) that relate to the subject matter hereof.

         14.6 Choice of Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TENNESSEE WITHOUT REGARD TO ITS
CHOICE OF LAWS PROVISIONS, AS TENNESSEE LAWS ARE APPLIED TO CONTRACTS ENTERED
INTO AND PERFORMED IN SUCH STATE.

         14.7 Attorneys' Fees. In the event that any action, suit or proceeding
is instituted upon any breach of this Agreement, the prevailing party shall be
paid by the other party thereto an amount equal to all of the prevailing party's
costs and expenses, including attorneys' fees incurred in each and every such
action, suit or proceeding (including any and all appeals or petitions
therefrom). As used in this Agreement, "attorneys' fees" shall mean the full and
actual cost of any legal services actually performed in connection with the
matter involved calculated on the basis of the usual fee charged by the attorney
performing such services and shall not be limited to "reasonable attorneys'
fees" as defined in any statute or rule of court.


<PAGE>


                                    EXHIBIT A

                               NOTICE OF EXERCISE

                 (To be signed only upon exercise of the Option)

         NATIONAL COAL CORP.
         319 Ebenezer Road
         Knoxville, TN 37923

         The undersigned, the holder of the enclosed Stock Option Agreement,
hereby irrevocably elects to exercise the purchase rights represented by the
Option and to purchase thereunder __________* shares of Common Stock of NATIONAL
COAL CORPORATION (the "Company"), and herewith encloses payment of $_______
and/or _________ shares of the Company's common stock in full payment of the
purchase price of such shares being purchased.


Dated:
      ------------------------------

NOTICE:  YOUR STOCK MAY BE SUBJECT TO  RESTRICTIONS  AND  FORFEITABLE  UNDER THE
NOTICE OF STOCK OPTION GRANT AND STOCK OPTION AGREEMENT

(Signature  must  conform in all  respects to name of holder as specified on the
face of the Option)
---------------------------------------------------------------
                               (Please Print Name)

---------------------------------------------------------------
                                    (Address)

--------------------------------------------------------------------------------

              *   Insert here the number of shares called for on the face of the
                  Option, or, in the case of a partial exercise, the number of
                  shares being exercised, in either case without making any
                  adjustment for additional Common Stock of the Company, other
                  securities or property that, pursuant to the adjustment
                  provisions of the Option, may be deliverable upon exercise.


<PAGE>


                      FORM OF RESOLUTIONS FOR OPTION GRANTS



                RESOLUTIONS ADOPTED BY UNANIMOUS WRITTEN CONSENT
                          OF THE BOARD OF DIRECTORS OF
                            NATIONAL COAL CORP.

                             As of February 12, 2004

         The undersigned directors, constituting the entire board of directors
(the "Board") of NATIONAL COAL CORP., a Florida corporation (the "Company"),
hereby take the following actions, adopt the following resolutions, and transact
the following business, by written consent without a meeting, as of the date
above written, pursuant to the applicable corporate laws of the State of Florida
and the Company's Bylaws.

     WHEREAS, the Company previously adopted the 2004 NATIONAL COAL CORP. OPTION
PLAN (the "Plan"), and has delegated the responsibility to administer the Plan
to the Board;

     WHEREAS,  9,000,000  shares of Common Stock of the Company were  originally
reserved for issuance under the Plan;

     WHEREAS, as of the date hereof,  _____________  shares remain available for
issuance under the Plan; and

     WHEREAS,  the Board has determined that it is in the best interests of this
Company and its stockholders to provide,  under the Plan,  equity  incentives to
those employees, directors and/or consultants of the Company identified below.

     NOW, THEREFORE,  BE IT RESOLVED,  that the persons listed on the Exhibit A,
which is attached hereto and incorporated herein by reference, which exhibit was
reviewed  by the Board and shall be  included  with  this  Consent,  are  hereby
granted,  as of the date hereof, an option (the "Option") to purchase the number
of shares with the vesting  schedule and exercise  price as set forth in Exhibit
A;

     RESOLVED FURTHER,  that each of the Options shall be either a Non-Qualified
Stock  Option or an ISO (as such terms are defined in the Plan) as  specified in
Exhibit A;

     RESOLVED  FURTHER,  that the Options  shall be  evidenced  by stock  option
agreements  and  be  subject  to the  restrictions  (including  transfer  and/or
repurchase rights), if any, set forth in such stock option agreements;

     RESOLVED  FURTHER,  that the  Options  shall  be  granted  pursuant  to the
exemptions  provided  under Section 701 of the  Securities Act Rules and Florida
Securities Laws;


<PAGE>


     RESOLVED  FURTHER,  that there is hereby  reserved  and set aside under the
Plan the number of shares  adequate to cover the shares  underlying  the Options
granted herein; and

     RESOLVED FURTHER,  that the officers of this Company, and each of them, be,
and they hereby are, authorized, directed and empowered for and on behalf of the
Company to do or cause to be done all such acts and things and to sign,  deliver
and/or  file all such  documents  and notices as any of such  officers  may deem
necessary  or  advisable  in  order  to  carry  out and  perform  the  foregoing
resolutions and the intention thereof.

     The Secretary of the Corporation is directed to file the original  executed
copy of this Consent with the minutes of proceedings of the Board.

     IN WITNESS WHEREOF, each of the undersigned has executed this consent as of
the date first written above.

DIRECTORS:





------------------------------------    ----------------------------------------
Jon E. Nix                              Farrald G. Belote, Jr.


------------------------------------
Charles W. Kite


<PAGE>



                                    EXHIBIT A


                         Stock Option Grant Information


---------------------------   ----------   -----------   --------   ------------
           Name               No. Shares   ISO or NQSO   Exercise    Vesting
                                                         Price*      Schedule
---------------------------   ----------   -----------   --------   ------------

---------------------------   ----------   -----------   --------   ------------

---------------------------   ----------   -----------   --------   ------------

---------------------------   ----------   -----------   --------   ------------

---------------------------   ----------   -----------   --------   ------------

---------------------------   ----------   -----------   --------   ------------

---------------------------   ----------   -----------   --------   ------------

         * In the case of an ISO, the per share exercise price must be at least
         100% of the Fair Market Value (as such term is defined in the Plan) of
         the underlying share as of the date of grant. In the case of a NQSO,
         the per share exercise price must be at least 85% of the Fair Market
         Value of the underlying share as of the date of grant.


<PAGE>


                            STOCK PURCHASE AGREEMENT


<PAGE>


                           STOCK PURCHASE CERTIFICATE

         THIS IS TO CERTIFY that NATIONAL COAL CORP., a Florida
corporation (the "Company"), has offered you (the "Purchaser") the right to
purchase Common Stock (the "Stock" or "Shares") of the Company under its 2004
National Coal Corp. Option Plan (the "Plan"), as follows:

Name of Purchaser:
                                    --------------------------------------------

Address of Purchaser:
                                    --------------------------------------------



Number of Shares:
                                    --------------------------------------------

Purchase Price:                     $
                                    --------------------------------------------

Offer Grant Date:
                                    --------------------------------------------

Offer Expiration Date:              15 Days after the Offer Grant Date
                                    --------------------------------------------

Vesting Commencement Date:
                                    --------------------------------------------

Vesting Schedule:
                                    --------------------------------------------

         By your signature and the signature of the Company's representative
below, you and the Company agree to be bound by all of the terms and conditions
of the Stock Purchase Agreement, which is attached hereto as Annex I and the
Plan (both incorporated herein by this reference as if set forth in full in this
document). By executing this Agreement, Purchaser hereby irrevocably elects to
exercise the purchase rights granted pursuant to the Stock Purchase Agreement
and to purchase ________ shares of Stock of NATIONAL COAL CORP., and
herewith encloses payment of $ ____________ in payment of the purchase price of
the shares being purchased.

PURCHASER:                                NATIONAL COAL CORP.

By:_________________________________      By:____________________________
                                              Jon E. Nix
Print Name:                               Its:President


<PAGE>


                                     ANNEX I


THE STOCK GRANTED PURSUANT TO THIS AGREEMENT HAS NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE
TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION UNDER SUCH ACT OR AN OPINION OF
COUNSEL, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS
NOT REQUIRED.


                   2004 NATIONAL COAL CORP. OPTION PLAN:
                            STOCK PURCHASE AGREEMENT

         This Stock Purchase Agreement (this "Agreement") is made and entered
into on the execution date of the Stock Purchase Certificate to which it is
attached (the "Certificate"), by and between NATIONAL COAL CORP., a Florida
corporation (the "Company"), and the Director, Employee or Consultant
("Purchaser") named in the Certificate.

         Pursuant to the 2004 NATIONAL COAL CORP. OPTION PLAN (the "Plan"), the
Administrator of the Plan has authorized the grant to Purchaser of the right to
purchase shares of the Company's Common Stock, upon the terms and subject to the
conditions set forth in this Agreement and in the Plan. Capitalized terms not
otherwise defied herein shall have the meanings ascribed to them in the Plan.

                             Section 2 : THE OFFER.

         1.1 Offer of the Stock. The Company hereby offers to sell to purchaser
the number of shares of stock set forth in the certificate at the price and
subject to the restrictions set forth in this Agreement (the shares of stock
which you purchase under this agreement are referred to as the "Stock" or
"Shares").

         1.2 Purchase Price. The Purchase Price for the Stock is set forth in
the Certificate.

         1.3 Payment For The Stock. Purchaser may pay for the stock by
delivering to the company the purchase price in the form of either (i) cash or
cashier's check or (ii) your promissory note, in the form of the Promissory Note
attached to this agreement as Exhibit A. If Purchaser pays for the stock by
delivery of the Promissory Note, Purchaser must also deliver to the company at
the same time one executed copy of both the Security Agreement attached as
Exhibit B and the Stock Assignment attached as Exhibit C.

         1.4 Expiration of Offer. This offer expires at 5:00 o'clock p.m. on the
date set forth in the certificate.


<PAGE>


                       SECTION 2: ACCEPTANCE OF THE OFFER.

         There is no obligation to exercise the rights granted to you under this
Agreement, in whole or in part. Purchaser may purchase fewer shares than the
number offered to Purchaser in this Agreement. If Purchaser decides to accept
the offer and purchase any shares offered, Purchaser must do the following:

         2.1 Complete Documents. Complete, sign and date one copy of the
Certificate, and, if Purchaser is paying by delivery of a promissory note, one
copy each of the attached Promissory Note, Security Agreement and Stock
Assignment;

         2.2 Spousal Consent. If Purchaser is married, Purchaser must have his
or her spouse sign and date one copy of the attached Spousal Consent; and

         2.3 Deliver to Company. Deliver to the Company on or before the time
the offer expires, the signed copy of this Agreement, the Spousal Consent, and
payment for the Stock, in cash, by cashier's check or by the Promissory Note. If
Purchaser is paying for the stock by the Promissory Note, Purchaser must also
deliver to the Company the executed original Promissory Note, Security Agreement
and Stock Assignment.

     Purchaser  should  retain a copy of all of the signed  documents for his or
her files,  and if Purchaser does so, Purchaser should mark the retained copy of
the  Promissory  Note  "COPY."  THE  SIGNED  PROMISSORY  NOTE  IS  A  NEGOTIABLE
INSTRUMENT AND IS ENFORCEABLE  AGAINST PURCHASER BY ANY HOLDER OF THE PROMISSORY
NOTE, AND ANY  ADDITIONAL  SIGNED COPIES WHICH ARE NOT MARKED "COPY" MAY ALSO BE
NEGOTIABLE INSTRUMENTS WHICH ARE ENFORCEABLE AGAINST PURCHASER BY THEIR HOLDER.

                      SECTION 3: RESTRICTIONS ON THE STOCK.

         3.1 Restrictions on Transfer of Shares. Purchaser shall not sell, make
any short sale of, loan, hypothecate, pledge, grant any option for the
repurchase of, or otherwise dispose or transfer for value (each a "Transfer") or
otherwise agree to engage in any of the foregoing transactions with respect to
any shares of Stock. The Company shall not be required to register any such
Transfer and the Company may instruct its transfer agent not to register any
such Transfer, unless and until all of the following events shall have occurred:

                  3.1.1 The Company has declined to exercise the right of first
refusal provided for in Section 5 hereof;

                  3.1.2 The Shares are Transferred pursuant to and in conformity
with: (i) (x) an effective registration statement filed with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities Act of 1933,
as amended (the "Act") or (y) an exemption from registration under the Act; and
(ii) the securities laws of any state of the United States; and


<PAGE>


                  3.1.3 Purchaser has, prior to the Transfer of such Shares, and
if requested by the Company, provided all relevant information to the Company's
counsel so that upon the Company's request, the Company's counsel is able to
deliver, and actually prepares and delivers to the Company a written opinion
that the proposed Transfer is: (i) (x) pursuant to a registration statement
which has been filed with the Commission and is then effective or (y) exempt
from registration under the Act as then in effect, and the Rules and Regulations
of the Commission thereunder; and (ii) is either qualified or registered under
any applicable state securities laws, or exempt from such qualification or
registration. The Company shall bear all reasonable costs of preparing such
opinion.

         3.2 Additional Restrictions on Transfer of Non-Vested Shares. Purchaser
agrees, for himself or herself and for his or her heirs, successors and assigns,
that Purchaser shall have no right or power under any circumstance to Transfer
any interest in shares of the Stock which are "Non-Vested Shares," as determined
by the schedule set forth in the Certificate, except to the Company. As used in
this Agreement, "Vested Shares" means all shares of the Stock which Purchaser
has the right to Transfer at a specified point in time and "Non-Vested Shares"
means all shares of the Stock which Purchaser does not have the right to
Transfer at a specified point in time. The Certificate sets forth the vesting
schedule.

         3.3 Company's Repurchase Right.

                  3.3.1 Scope of Repurchase Right. Unless they have become
vested, the Shares acquired under this Agreement initially shall be "Restricted
Stock" and shall be subject to a right (but not an obligation) of repurchase by
the Company (the "Repurchase Right"). The Purchaser shall not transfer, assign,
encumber or otherwise dispose of any Restricted Stock, except as provided in the
following sentence. The Purchaser may transfer Restricted Stock:

                           3.3.1.1 By testament or intestate succession or by
transfer by instrument to a trust providing that the Restricted Stock is to be
passed to one or more beneficiaries upon death of the Settlor; or

                           3.3.1.2 To the Purchaser's "immediate family," as
that term is defined in the Plan (together, "Transferee").

Provided, however, in either case the Transferee must agree in writing on a form
prescribed by the Company to be bound by all provisions of this Agreement. If
the Purchaser transfers any Restricted Stock, then this Section 3 will apply to
the Transferee to the same extent as to the Purchaser.

                  3.3.2 Exercise Period. The Repurchase Right shall be
exercisable only during the 90-day period following the later of the date when
the Purchaser's service as an Employee, outside Director or Consultant
("Service") terminates for any reason, with or without cause, including (without
limitation) death or disability.

                  3.3.3 Non Applicability and Lapse of Repurchase Right. The
Repurchase Right shall lapse with respect to the Shares in accordance with the
vesting schedule set forth in the Certificate. In addition, the Repurchase Right
shall lapse and all of such Stock shall become vested if (i) a Change in Control
occurs before the Purchaser's Service terminates and (ii) the options are not
assumed by, or Repurchase Right is not assigned to, the entity that employs the
Participant immediately after the Change in Control or to its parent or
subsidiary.


<PAGE>


The Repurchase Right shall not exist with respect to shares of Stock that have
been registered under a then currently effective registration statement under
applicable federal securities laws and the issuer is subject to the reporting
requirements of Section 13 or 15(d) of the Exchange Act or becomes an investment
company registered or required to be registered under the Investment Company Act
of 1940, or (ii) a determination is made by counsel for the Company that such
Exercise Price restrictions are not required in the circumstances under
applicable federal or state securities laws.

                  3.3.4 Repurchase Price. Following a termination of the
Participant's Service, which does not result from the Company's termination of
Service for Cause, the Repurchase Right shall be exercisable at a price equal to
(i) the Fair Market Value of vested Stock and (ii) the Purchase Price of
unvested Stock. Following the termination of the Participant's Service for
Cause, the Repurchase Right shall be exercisable as to both vested and unvested
Shares at a price equal to the Purchase Price as set forth in the Certificate.

                  3.3.5 Rights of Repurchase Adjustments. If there is any change
in the number of outstanding shares of Stock by reason of a stock split, reverse
stock split, stock dividend, an extraordinary dividend payable in a form other
than stock, recapitalization, combination or reclassification, or a similar
transaction affecting the Company's outstanding securities without receipt of
consideration, then (i) any new, substituted or additional securities or other
property (including money paid other than as an ordinary cash dividend)
distributed with respect to any Restricted Stock (or into which such Restricted
Stock thereby become convertible) shall immediately be subject to the Right of
Repurchase; and (ii) appropriate adjustments to reflect the distribution of such
securities or property shall be made to the number and/or class of the
Restricted Stock and to the price per share to be paid upon the exercise of the
Right of Repurchase; provided, however, that the aggregate Purchase Price
payable for the Restricted Stock shall remain the same.

                  3.3.6 Escrow. Upon issuance, the certificates for Restricted
Stock shall be deposited in escrow with the Company to be held in accordance
with the provisions of this Agreement. Any new, substituted or additional
securities or other property described in Section 3.3.5 above shall immediately
be delivered to the Company to be held in escrow, but only to the extent the
Shares are at the time Restricted Stock. All regular cash dividends on
Restricted Stock (or other securities at the time held in escrow) shall be paid
directly to the Purchaser and shall not be held in escrow. Restricted Stock,
together with any other assets or securities held in escrow hereunder, shall be
(i) surrendered to the Company for repurchase and cancellation upon the
Company's exercise of its Right of Repurchase or Right of First Refusal or (ii)
released to the Purchaser upon the Purchaser's request to the extent the Shares
are no longer Restricted Stock (but not more frequently than once every six
months). In any event, all Shares which have vested (and any other vested assets
and securities attributable thereto) shall be released within 60 days after the
earlier of (i) the Purchaser's cessation of Service or (ii) the lapse of the
Right of First Refusal.


<PAGE>


         3.4 Retention of Non-Vested Shares. Purchaser shall immediately deliver
to the Company each certificate representing Non-Vested Shares issued to
Purchaser hereunder, or deemed to be issued to Purchaser hereunder, together
with the collateral instruments of transfer executed in blank, to be held by the
Company until such time as all shares represented by that certificate are Vested
Shares and any indebtedness with respect to those shares has been paid in full;
provided, however, that if the Company holds a certificate representing Vested
Shares and Non-Vested Shares, and any indebtedness with respect to the Vested
Shares has been paid in full, upon Purchaser's request the Company will cause a
certificate representing the Vested Shares to be delivered to Purchaser, but the
Company will retain any certificate representing the Non-Vested Shares.

         3.5 Non-Complying Transfers. Every attempted Transfer of any shares of
the Stock in violation of this Section 3 shall be null and void ab initio, and
of no force or effect.

                    SECTION 4: LEGENDS ON STOCK CERTIFICATES.

         Purchaser agrees that the Company may place on each certificate
representing Shares the following legend:

         "THE SECURITIES EVIDENCED BY THIS CERTIFICATE MAY NOT BE SOLD,
         TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF
         EXCEPT IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE ISSUER
         AND THE REGISTERED HOLDER OF THIS CERTIFICATE, WHICH AGREEMENT
         PROVIDES, AMONG OTHER THINGS, THAT THE ISSUER HAS A RIGHT TO REPURCHASE
         THE SECURITIES EVIDENCED BY THIS CERTIFICATE. A COPY OF THAT AGREEMENT
         IS ON FILE AT THE PRINCIPAL OFFICE OF THE ISSUER."

                       SECTION 5: RIGHT OF FIRST REFUSAL.

         5.1 Right of First Refusal. In the event that the Stock is not readily
tradable on an established securities market and the Purchaser proposes to sell,
pledge or otherwise transfer to a third party any Shares acquired under this
Agreement, or any interest in such Shares, to any person, entity or organization
(the "Transferee") the Company shall have the Right of First Refusal with
respect to all (and not less than all) of such Shares (the "Right of First
Refusal"). If the Purchaser desires to transfer Shares acquired under this
Agreement, the Purchaser shall give a written transfer notice ("Transfer
Notice") to the Company describing fully the proposed transfer, including the
number of Shares proposed to be transferred, the proposed transfer price, the
name and address of the proposed Transferee and proof satisfactory to the
Company that the proposed sale or transfer will not violate any applicable
federal or state securities laws. The Transfer Notice shall be signed both by
the Purchaser and by the proposed Transferee and must constitute a binding
commitment of both parties to the transfer of the Shares. The Company shall have
the right to purchase all, and not less than all, of the Shares on the terms of
the proposal described in the Transfer Notice by delivery of a notice of
exercise of the Right of First Refusal within 30 days after the date when the
Transfer Notice was received by the Company. The Company's rights under this
Section 5 shall be freely assignable, in whole or in part.


<PAGE>


         5.2 Additional Shares or Substituted Securities. In the event of the
declaration of a stock dividend, the declaration of an extraordinary dividend
payable in a form other than stock, a spin-off, a stock split, an adjustment in
conversion ratio, a recapitalization or a similar transaction affecting the
Company's outstanding securities without receipt of consideration, any new,
substituted or additional securities or other property (including money paid
other than as an ordinary cash dividend) which are by reason of such transaction
distributed with respect to any Shares subject to this Section 5 or into which
such Shares thereby become convertible shall immediately be subject to this
Section 5. Appropriate adjustments to reflect the distribution of such
securities or property shall be made to the number and/or class of the Shares
subject to this Section 5.

         5.3 Termination of Right of First Refusal. Any other provision of this
Section 5 notwithstanding, in the event that the Stock is readily tradable on an
established securities market when the Purchaser desires to transfer Shares, the
Company shall have no Right of First Refusal, and the Purchaser shall have no
obligation to comply with the procedures prescribed by this Section 5.

         5.4 Permitted Transfers. This Section 5 shall not apply to a transfer
(i) by gift to a member of the Participant's immediate family or (ii) by
transfer by instrument to a trust providing that the Shares is to be passed to
beneficiaries upon death of the Settlor. For purposes of this Section 5.4,
"immediate family" shall mean the Purchaser's spouse (including a former spouse
subject to terms of a domestic relations order); child, stepchild, grandchild,
child-in-law; parent, stepparent, grandparent, parent-in-law; sibling and
sibling-in-law, and shall include adoptive relationships.

         5.5 Termination of Rights as Stockholder. If the Company makes
available, at the time and place and in the amount and form provided in this
Agreement, the consideration for the Shares to be purchased in accordance with
this Section 5, then after such time the person from whom such Shares are to be
purchased shall no longer have any rights as a holder of such Shares (other than
the right to receive payment of such consideration in accordance with this
Agreement). Such Shares shall be deemed to have been purchased in accordance
with the applicable provisions hereof, whether or not the certificate(s)
therefor have been delivered as required by this Agreement.

                         SECTION 6: OBLIGATION TO SELL.

         Notwithstanding anything herein to the contrary, if at any time
following Purchaser's acquisition of Shares hereunder, stockholders of the
Company owning 51% or more of the shares of the Company (on a fully diluted
basis) (the "Control Sellers") enter into an agreement (including any agreement
in principal) to transfer all of their shares to any person or group of persons
who are not affiliated with the Control Sellers, such Control Sellers may
require each stockholder who is not a Control Seller (a "Non-Control Seller") to
sell all of their shares to such person or group of persons at a price and on
terms and conditions the same as those on which such Control Sellers have agreed
to sell their shares, other than terms and conditions relating to the
performance or non-performance of services. For the purposes of the preceding
sentence, an affiliate of a Control Seller is a person who controls, which is
controlled by, or which is under common control with, the Control Seller.


<PAGE>


                       SECTION 7: STOCKHOLDERS AGREEMENT.

         As a condition to the transfer of Stock pursuant to this Stock Purchase
Agreement, the Administrator, in its sole and absolute discretion, may require
the Participant to execute and become a party to any agreement by and among the
Company and any of its stockholders which exists on or after the Date of Grant
(the "Stockholders Agreement"). If the Participant becomes a party to a
Stockholders Agreement, in addition to the terms of the Plan and this Stock
Purchase Agreement, the terms and conditions of Stockholders Agreement shall
govern Participant's rights in and to the Stock; and if there is any conflict
between the provisions of the Stockholders Agreement and the Plan or any
conflict between the provisions of the Stockholders Agreement and this Stock
Purchase Agreement, the provisions of the Stockholders Agreement shall be
controlling. Notwithstanding anything to the contrary in this Section 7, if the
Stockholders Agreement contains any provisions which would violate Florida law
if applied to the Participant, the terms of the Plan and this Stock Purchase
Agreement shall govern the Participant's rights with respect to such provisions.

                 SECTION 8: WAIVER OF RIGHTS TO PURCHASE STOCK.

         By signing this Agreement, Purchaser acknowledges and agrees that
neither the Company nor any other person or entity is under any obligation to
sell or transfer to Purchaser any option or equity security of the Company,
other than the shares of Stock subject to this Agreement and any other right or
option to purchase Stock which was previously granted in writing to Purchaser by
the Board (or a committee thereof). By signing this Agreement, except as
provided in the immediately preceding sentence, Purchaser specifically waives
all rights he or she may have had prior to the date of this Agreement to receive
any option or equity security of the Company.

                          SECTION 9: INVESTMENT INTENT.

         Purchaser represents and agrees that if he or she purchases the Stock
in whole or in part and if at the time of such purchase the Stock has not been
registered under the Act, that he or she will acquire the Stock upon such
purchase for the purpose of investment and not with a view to the distribution
of such Stock and upon each purchase, he or she will furnish to the Company a
written statement to such effect.

                         SECTION 10: GENERAL PROVISIONS.

         10.1 Further Assurances. Purchaser shall promptly take all actions and
execute all documents requested by the Company which the Company deems to be
reasonably necessary to effectuate the terms and intent of this Agreement. Any
sale or transfer of the Stock to Purchaser by the Company shall be made free of
any and all claims, encumbrances, liens and restrictions of every kind, other
than those imposed by this Agreement.

         10.2 Notices. All notices, requests, demands and other communications
under this Agreement shall be in writing and shall be given to the parties
hereto as follows:

                  10.2.1   If to the Company, to:      NATIONAL COAL CORP.
                                                       319 Ebenezer Road
                                                       Knoxville, TN 37923


<PAGE>


                  10.2.2 If to Purchaser, to the address set forth in the
records of the Company.

                  10.2.3 Any such notice request, demand or other communication
shall be effective (i) if given by mail, 72 hours after such communication is
deposited in the mail by first-class certified mail, return receipt requested,
postage pre-paid, addressed as aforesaid, or (ii) if given by any other means,
when delivered at the address specified in this Section 10.2.

         10.3 Transfer of Rights under this Agreement. The Company may at any
time transfer and assign its rights and delegate its obligations under this
Agreement to any other person, Company, firm or entity, including its officers,
Directors and stockholders, with or without consideration.

         10.4 Purchase Rights Non Transferable. Purchaser may not sell,
transfer, assign or otherwise dispose of any rights hereunder except by
testament or the laws of descent and distribution and the rights hereunder may
be exercised during the lifetime of Purchaser only by the Purchaser or by his or
her guardian or legal representative.

         10.5 Market Stand-Off. In the event of an underwritten public offering
by the Company of its equity securities pursuant to an effective registration
statement filed under the Act, including the Company's initial public offering
(a "Public Offering"), Purchaser shall not transfer for value any shares of
Stock without the prior written consent of the Company or its underwriters, for
such period of time from and after the effective date of such registration
statement as may be requested by the Company or such underwriters (the "Market
Stand-Off"). The Market Stand-Off shall be in effect for such period of time
following the date of the final prospectus for the offering as may be requested
by the Company or such underwriters. In the event of the declaration of a stock
dividend, a spin-off, a stock split, an adjustment in conversion ratio, a
recapitalization or a similar transaction affecting the Company's outstanding
securities without receipt of consideration, any new, substituted or additional
securities which are by reason of such transaction distributed with respect to
any Shares subject to the Market Stand-Off, or into which such Shares thereby
become convertible, shall immediately be subject to the Market Stand-Off. In
order to enforce the Market Stand-Off, the Company may impose stop-transfer
instructions with respect to the Shares acquired under this Agreement until the
end of the applicable stand-off period.

         10.6 Adjustment. If there is any change in the number of outstanding
shares of Stock by reason of a stock split, reverse stock split, stock dividend,
an extraordinary dividend payable in a form other than stock, recapitalization,
combination or reclassification, or a similar transaction affecting the
Company's outstanding securities without receipt of consideration, then (i) any
new, substituted or additional securities or other property (including money
paid other than as an ordinary cash dividend) distributed with respect to any
Restricted Stock (or into which such Restricted Stock thereby become
convertible) shall immediately be subject to the Repurchase Right; and (ii)
appropriate adjustments to reflect the distribution of such securities or
property shall be made to the number and/or class of the Restricted Stock and to
the price per share to be paid upon the exercise of the Repurchase Right;
provided, however, that the aggregate purchase price payable for the Restricted
Stock shall remain the same.


<PAGE>


         10.7 Successors and Assigns. Except to the extent this Agreement is
specifically limited by the terms and provisions of this Agreement, this
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successor, assigns, heirs and personal representatives.

         10.8 Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TENNESSEE, WITHOUT REGARD TO ITS
CHOICE OF LAW PROVISIONS, AS TENNESSEE LAWS ARE APPLIED TO CONTRACTS ENTERED
INTO AND PERFORMED IN SUCH STATE.

         10.9 Severability. Should any paragraph or any part of a paragraph
within this Stock Purchase Agreement be rendered void, invalid or unenforceable
by any court of law for any reason, such invalidity or unenforceability shall
not void or render invalid or unenforceable any other paragraph or part of a
paragraph in this Stock Purchase Agreement.

         10.10 Attorneys' Fees. In the event that any action, suit or proceeding
is instituted upon any breach of this Agreement, the prevailing party shall be
paid by the other party thereto an amount equal to all of the prevailing party's
costs and expenses, including attorneys' fees incurred in each and every such
action, suit or proceeding (including any and all appeals or petitions
therefrom). As used in this Agreement, "attorneys' fees" shall mean the full and
actual cost of any legal services actually performed in connection with the
matter involved calculated on the basis of the usual fee charged by the attorney
performing such services and shall not be limited to "reasonable attorneys'
fees" as defined in any statute or rule of court.

         10.11 The Plan. This Agreement is made pursuant to the Plan, and it is
intended, and shall be interpreted in a manner, to comply herewith. Any
provision of this Agreement inconsistent with the Plan shall be superseded and
governed by the Plan.

         10.12 Miscellaneous. Title and captions contained in this Agreement are
inserted for convenience and reference only and do not constitute a part of this
Agreement for any purpose.


<PAGE>


                                 SPOUSAL CONSENT

         The undersigned spouse of __________________________ does hereby
consent to the execution of the foregoing Agreement by _____________________,
and the performance by him (or her) of his (or her) obligations thereunder.

DATED:
       --------------------    -------------------------------------------------
                                            (Signature)


<PAGE>


                                    EXHIBIT A
                                 PROMISSORY NOTE

$________________                                           Date:_______________

         FOR VALUE RECEIVED, the undersigned promises to pay to NATIONAL COAL
CORP., a Florida corporation, 319 Ebenezer Road, Knoxville, TN 37923 (the
"Company"), the principal sum of $_______________ with interest from the date
hereof on the unpaid principal balance at the rate of _______% per annum,
compounded annually. Accrued but unpaid interest under this Note shall be due
and payable annually on the date immediately preceding the anniversary of this
Note, at the rate of ____% per annum, and the unpaid principal balance and any
remaining accrued but unpaid interest shall be due and payable on
_______________, _____.

         All sums paid hereunder shall be paid in lawful money of the United
States of America at the principal executive offices of the Company or at such
other place as the holder of this Note shall have designated to the undersigned
in writing. The principal amount of this Note may be paid in whole or in part
(in either case with any interest accrued through the date of payment) at any
time or from time to time, prior to maturity, without penalty or charge for
prepayment. All sums paid hereunder shall be applied first to any unpaid
interest and then to the principal amount then outstanding.

         If service of the undersigned with the Company is terminated for any
reason, with or without cause, the holder of this Note shall be entitled at its
option to demand payment of the full principal amount of this Note then unpaid,
together with all interest accrued thereon to the date of payment, by delivery
to the undersigned of written demand. Not later than 30 days after delivery of
such demand the undersigned shall pay the principal amount together with all
accrued interest.

         The undersigned shall pay to the holder of this Note reasonable
attorneys' fees and all costs and other expenses (including, without limitation,
fees, costs and expenses of litigation) incurred by the holder in enforcing this
Note. This Note is secured by a Security Agreement of even date herewith between
the Company and the undersigned. The holder of this Note is entitled to the
benefits of the Security Agreement and may enforce the agreements of the
undersigned contained therein and exercise the remedies provided for thereby or
otherwise available with respect to this Note.


Borrower


Print name and Address:


<PAGE>


                                    EXHIBIT B
                               SECURITY AGREEMENT


         THIS SECURITY AGREEMENT (the "Security Agreement") is made and entered
into as of the ___ day of ______________, ____, between NATIONAL COAL CORP. a
Florida corporation ("Lender") and ___________________ ("Debtor").

         WHEREAS, Debtor has concurrently herewith purchased from Lender _____
shares of Lender's Stock (the "Stock") pursuant to that certain Stock Purchase
Agreement, dated ________________, ____, between Lender and Debtor (the
"Purchase Agreement") and has made payment therefor by delivery of Debtor's
promissory note of even date herewith (the "Note"); and

         WHEREAS, Debtor and Lender desire to have Debtor grant to Lender a
security interest in the collateral described below as security for Debtor's
performance of the terms and conditions of the Purchase Agreement, the Note and
this Security Agreement.

         NOW, THEREFORE, on the basis of the above facts and in consideration of
the mutual covenants and agreements set forth below, Lender and Debtor agree as
follows:

                     SECTION 1: GRANT OF SECURITY INTEREST.

         As security for Debtor's full and faithful performance of each and all
of its obligations and liabilities under the Note, and any and all
modifications, extensions or renewals thereof, the Purchase Agreement and this
Security Agreement, Debtor hereby grants and assigns to Lender a continuing
security interest in and to the Stock, and all stock dividends, cash dividends,
liquidating dividends, new securities and all other property, moneys and rights
to which Debtor may become entitled on account thereof (the "Collateral").

                   SECTION 2: PERFECTION OF SECURITY INTEREST.

         To perfect Lender's security interest in and lien on the Collateral,
Debtor shall, upon the execution of this Agreement, immediately deliver to
Lender, together with collateral instruments of transfer executed in blank, all
certificates representing the Stock to be held by Lender until released pursuant
to Section 6 hereof.

                               SECTION 3: DEFAULT.

At the sole and exclusive option of Lender, upon an Event of Default (as defined
in Section 3.2 below) Lender may exercise any or all of the rights and remedies
of a secured party under the Florida Uniform Commercial Code, as amended from
time to time. All rights and remedies of Lender shall be cumulative and may be
exercised successively or concurrently and without impairment of Lender's
interest in the Collateral.


<PAGE>


         As used herein, an Event of Default ("Event of Default") shall mean any
of the following:
         The failure of Debtor to perform any of its obligations under the
Purchase Agreement, the Note or this Security Agreement; or

         The occurrence of one or more of the following: (i) Debtor becoming the
subject of any case or action or order for relief under the Bankruptcy Reform
Act of 1978; (ii) the filing by Debtor of a petition or answer to take advantage
of any bankruptcy, reorganization, insolvency, readjustment of debts,
dissolution or liquidation law or statute, or the filing of any answer admitting
the material allegations of a petition filed against Debtor in any proceeding
under any such law or the taking of any action by Debtor for the purpose of
effecting the foregoing; the appointment of a trustee, receiver or custodian of
Debtor or any of Debtor's material assets or properties; (iii) Debtor making an
assignment for the benefit of creditors; or (iv) the occurrence of any other act
by Debtor or Debtor's creditors which Lender reasonably determines may
jeopardize Debtor's ability to pay the Note or perform Debtor's obligations
under the Purchase Agreement or this Security Agreement.

              SECTION 4: WARRANTIES AND REPRESENTATIONS OF DEBTOR.

         Debtor hereby represents and warrants that the Collateral is free and
clear of any security interest, lien, restriction or encumbrance and that he has
the full right and power to transfer the Collateral to Lender free and clear
thereof and to enter into and carry out the Purchase Agreement, the Note and
this Security Agreement.

                          SECTION 5: POWER OF ATTORNEY.

         Debtor hereby appoints Lender's Secretary as his true and lawful
attorney-in-fact to transfer the Collateral or cause it to be transferred on
Lender's books whenever Lender determines in its sole and absolute discretion
that such transfer is necessary or advisable to protect its rights or interests
under this Security Agreement.

                      SECTION 6: RELEASE OF THE COLLATERAL.

         Within five days following receipt by Lender of the unpaid principal
amount of the Note from Debtor, Lender shall release from its security interest
hereunder and deliver or cause to be delivered to Debtor the Stock.

                               SECTION 7: WAIVERS.

         No waiver by Lender of any breach or default by Debtor under the
Purchase Agreement, the Note or this Security Agreement shall be deemed a waiver
of any breach or default thereafter occurring, and the taking of any action by
Lender shall not be deemed an election of that action in exclusion of any other
action. The rights, privileges, remedies and options granted to Lender under
this Security Agreement or under any applicable law shall be deemed cumulative
and may be exercised successively or concurrently.


<PAGE>


                         SECTION 8: GENERAL PROVISIONS.

         8.1 Notices. All notices, requests, demands or other communications
under this Security Agreement shall be in writing and shall be given to parties
hereto as follows: If to the Company, to:

                           NATIONAL COAL CORP.
                           319 Ebenezer Road
                           Knoxville, TN 37923

If to Debtor, to the address set forth in the records of the Company, or such
other address as may be furnished by either such party in writing to the other
party hereto.

Any such notice, request, demand or other communication shall be effective (i)
if given by mail, 72 hours after such communication is deposited in the mail by
first-class certified mail, return receipt requested, postage prepaid, addressed
as aforesaid, or (ii) if given by any other means, when delivered at the address
specified in this Paragraph 8.

         8.2 Successors and Assigns. This Security Agreement shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors, assigns, heirs and personal representatives.

         8.3 Severability. Should any paragraph or any part of a paragraph
within this Security Agreement be rendered void, invalid or unenforceable by any
court of law for any reason, such invalidity or unenforceability shall not void
or render invalid or unenforceable any other paragraph or part of a paragraph in
this Security Agreement.

         8.4 Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TENNESSEE WITHOUT REGARD TO ITS
CHOICE OF LAW PROVISIONS, AS TENNESSEE LAWS ARE APPLIED TO CONTRACTS ENTERED
INTO AND PERFORMED IN SUCH STATE.

         8.5 Attorneys' Fees. In the event that any action, suit or proceeding
is instituted upon any breach of this Security Agreement, the prevailing party
shall be paid by the other party thereto an amount equal to all of the
prevailing party's costs and expenses, including attorneys' fees incurred in
each and every such action, suit or proceeding (including any and all appeals or
petitions therefrom). As used in this Agreement, "Attorneys' Fees" shall mean
the full and actual cost of any legal services actually performed in connection
with the matter involved calculated on the basis of the usual fee charged by the
attorney performing such services and shall not be limited to "reasonable
attorneys' fees" as defined in any statute or rule of court.


<PAGE>


         8.6 Entire Agreement. The making, execution and delivery of this
Security Agreement by the parties hereto have been induced by no
representations, statements, warranties or agreements other than those herein
expressed. This Security Agreement, the Purchase Agreement and the Note embody
the entire understanding of the parties and there are no further or other
agreements or understandings, written or oral, in effect between the parties
relating to the subject matter hereof, unless expressly referred to by reference
herein.

         8.7 Miscellaneous. Titles and captions contained in this Security
Agreement are inserted for convenience of reference only and do not constitute
part of this Security Agreement for any other purpose.


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


DEBTOR:                                        LENDER:   NATIONAL COAL CORP.


                                               By:___________________________
--------------------------------------
(Sign)                                         Jon E. Nix
                                               Its: President

(Please print name and address)


<PAGE>


                                    EXHIBIT C
                                STOCK ASSIGNMENT
                            SEPARATE FROM CERTIFICATE


         For Value Received, _________________________________ ("Holder") hereby
sells, assigns and transfers unto
_____________________________________________________ (________) shares (the
"Shares") of the Stock of NATIONAL COAL CORP., a Florida corporation (the
"Company"), held of record by Holder and represented by Certificate No. ______,
and hereby irrevocably constitutes and appoints as Holder's attorney to transfer
the Shares on the books of the Company, with full power of substitution in the
premises.

         The signature to this assignment must correspond with the name written
upon the face of the Certificate in every particular without any alteration or
addition or any other change.

Dated
      ------------------------------

--------------------------------------------------------------------------------
                              (Signature of Holder)


--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                         (Please print name and address)


SIGNATURE GUARANTEED BY:
(Holder's signature must be guaranteed by a
bank, a trust company or a brokerage firm):


-----------------------------------------------------


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