EXHIBIT 10.5

                                    [FORM OF]
                             AMENDMENT NUMBER ONE TO
                             SECURED PROMISSORY NOTE

THIS AMENDMENT NUMBER ONE TO SECURED  PROMISSORY NOTE (this "AMENDMENT") is made
and entered into as of the [12th] day of August,  2005, by and between  National
Coal  Corporation,  a Tennessee  corporation  (the  "BORROWER"),  and [Crestview
Capital Master, LLC] ("HOLDER").

                                    RECITALS

         A.       The  Company  has  issued in favor of Holder a Senior  Secured
Promissory Note, dated as of March 10, 2005, in the original principal amount of
[Two  Million  Sixty-Four   Thousand  Ninety  Dollars  and  Thirty-Seven  Cents]
([$2,064,090.37]) (the "SECURED NOTE").

         B.       The  Borrower and Holder each desire to amend the Secured Note
to change the Maturity Date as provided herein.

                                    AGREEMENT

         NOW,  THEREFORE,  in  consideration  of the  foregoing and for good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged, Borrower and Holder hereby agree as follows:

         1.       DEFINITIONS.  Capitalized  terms used  herein and not  defined
herein shall have the meanings  given such terms in the Secured Note.  "Purchase
Agreement"  as used in the Secured Note shall mean that certain Note and Warrant
Purchase  Agreement  dated as of March 10, 2005 (together with all schedules and
exhibits thereto, the "Purchase Agreement").

         2.       MATURITY  DATE.  The Secured Note is hereby  amended to change
the definition of "Maturity Date" therein to mean March 31, 2006.

         3.       PENALTIES

                  (a)      Notwithstanding  the  extension of the Maturity  Date
pursuant to SECTION 2 hereof,  if all payments of principal,  accrued but unpaid
interest  and all other  amounts  payable in respect to the Secured Note are not
paid to Holder on or before  December 1, 2005,  Borrower agrees to pay to Holder
an amount equal to three percent (3%) of the outstanding  principal on such date
as a penalty, with such penalty to be paid on or before December 15, 2005.

                  (b)      Notwithstanding  the  extension of the Maturity  Date
pursuant to SECTION 2 hereof,  and in addition to any penalty incurred  pursuant
to SECTION 3(A), if all payments of principal,  accrued but unpaid  interest and
all other amounts payable in


<PAGE>


respect  to the  Secured  Note are not paid to Holder on or before  January  16,
2005,  Borrower  agrees to pay to Holder  an amount  equal to three  (3%) of the
outstanding principal on such date as a penalty, with such penalty to be paid on
or before January 30, 2006.

         4.       MISCELLANEOUS.   Except  as   expressly   set  forth  in  this
Amendment,  all of the terms of the Secured  Note shall remain in full force and
effect.  All  references  in the Secured  Note to "Secured  Note",  "hereunder",
"hereof",  or words of like import  referring to the Secured Note shall mean and
be a reference  to the  Secured  Note as and to the extent it is amended by this
Amendment and any  amendments to the Purchase  Agreement.  All references to the
Secured Note in the Purchase  Agreement,  the Security  Agreement and the Parent
Guaranty  executed as of March 10,  2005 in  connection  with the Secured  Note,
shall mean and be a  reference  to the  Secured  Note as and to the extent it is
amended by this Amendment and by any amendments to the Purchase Agreement.

         IN WITNESS WHEREOF, the parties hereto have executed this Amendment, or
have caused this Amendment to be executed by their duly authorized officers,  as
of the day and year first above written.

                              "BORROWER"
                              National Coal Corporation, a Tennessee corporation

                              By:
                                       ----------------------------
                                       Mark A. Oldham
                              Title:   Chief Financial Officer

                              "HOLDER"
                              [Crestview Capital Master, LLC]

                              By:      ____________________________________
                                       Name:    ________________________
                                       Title:   ________________________