EXHIBIT 10.6

                          AMENDED SEPARATION AGREEMENT



         THIS AMENDED  SEPARATION  AGREEMENT  ("AGREEMENT")  is made and entered
into as of March 21, 2005, by and between Robert Chmiel ("EXECUTIVE"),  National
Coal Corp., a Florida Corporation ("PARENT"),  and National Coal Corporation,  a
Tennessee corporation (the "COMPANY").

                                    RECITALS

         A.       Executive's  employment  with Parent and the  Company  will be
terminated effective March 31, 2005 (the "EFFECTIVE DATE").

         B.       Executive,  Parent and the  Company  want to settle  fully and
finally all  differences or potential  differences  between them,  including all
differences or potential differences which arise out of or relate to Executive's
employment or resignation of employment with Parent and the Company.

                                    AGREEMENT

         NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained  herein,  Executive,  Parent and the Company  understand  and agree as
follows:

         1.       EXECUTIVE'S  RESIGNATION  OF ALL POSITIONS WITH PARENT AND THE
COMPANY.

                  Executive  hereby  resigns any and all of his  positions as an
officer,  director or employee  with Parent and the Company as of the  Effective
Date. These positions include Chief Financial Officer and director of Parent and
the Company.  Prior to the Effective  Date,  Executive shall continue to perform
his obligations to Parent and the Company,  including,  without limitation,  (i)
assisting with the audit of Parent's financial  statements for fiscal 2004, (ii)
preparation and filing of the Form 10-KSB, (iii) assisting with Parent's efforts
to list its shares for trading on the Nasdaq Stock  Market,  and (iv)  otherwise
performing  those services which are customarily  performed by a chief financial
officer of a publicly traded company.

         2.       SEVERANCE  BY  THE  COMPANY,  CONTINUING  SALARY  AND  MEDICAL
BENEFITS.

                  (a)      The Company  agrees that provided that at least eight
days have elapsed between the Company's  receipt of an original executed copy of
this Agreement and the Effective Date, and provided that Executive has continued
to perform his  obligations  to the Company and Parent up to the Effective  Date
and has not revoked the release contained in SECTION 6(c) of this Agreement,  it
will: (i) continue paying Executive's current base salary, as it is set forth in
Executive's  employment  agreement  with the  Company  dated July 1, 2004 and as
amended  October  1,  2004 (the  "EMPLOYMENT  AGREEMENT"),  less all  applicable
deductions/withholdings,  for a period  ending on the Effective  Date;  (ii) pay
Executive  on the  Effective  Date the  cash  value of all  accrued  but  unused
vacation as of the Effective Date less all  applicable  deductions/withholdings;
(iii) pay  Executive  severance pay in the  aggregate  amount of $145,000  which
shall be payable either in one lump sum April 1, 2005, or at the sole discretion
of the


<PAGE>


Company,  two  payments  in the  amounts  of  $72,500.00  on April  1,  2005 and
$72,500.00  on or  before  May 1,  2005;  and (iv) pay for the  continuation  of
medical  benefits for Executive and his family at existing levels from and after
the date of this  Agreement  and until the earlier of (x) March 31, 2006 and (y)
the date any subsequent employer of Executive offers to pay for medical benefits
that are  comparable  to those  provided  by and paid for by the  Company on the
Effective  Date.  Executive  shall notify the Company  within 3 business days of
procuring  such new  employment  of the  name and  address  of  Executive's  new
employer and the date employment will commence

                  (b)      In  addition,  Parent  agrees that  provided  that at
least  eight days have  elapsed  between  the  Company's  receipt of an original
executed  copy of this  Agreement  and the  Effective  Date,  and provided  that
Executive  has  not  revoked  the  release  contained  in  SECTION  6(c) of this
Agreement,  Executive's  Stock Option Agreement,  dated March 24, 2004,  between
Parent and Executive (the "OPTION AGREEMENT") is hereby amended:  (i) to provide
for the  continued  vesting of options to purchase  56,250  shares of the Common
Stock of the Company,  which shares shall vest in full and become exercisable on
January 1, 2006  notwithstanding  termination of Executive's  employment  before
that date;  and (ii) to allow  Executive to exercise  vested  options  under the
Option  Agreement  (including those that vest on January 1, 2006) from and after
the Effective Date until March 24, 2014.

                  (c)      Executive  acknowledges  that upon  execution of this
Agreement,  the terms  described  in this  SECTION 2 shall  constitute  full and
complete satisfaction of any and all amounts properly due and owing to Executive
as a result of his employment with the Company and/or his resignation  from that
employment  and that in the absence of this  Agreement,  Executive  would not be
entitled to some or all of such payments.

         3.       NON-ADMISSION OF DISCRIMINATION OR WRONGDOING.

                  (a)      This  Agreement is entered  into as a  compromise  of
disputed  claims,  and thus,  the parties  hereto  expressly  recognize that the
making of this Agreement  shall not in any way be construed as an admission that
the Parent or Company or any individual has any liability to or acted wrongfully
in any way with respect to Executive or any other person. The Parent and Company
specifically  deny that they  have any  liability  to or that they have done any
wrongful,  harassing and/or  discriminatory  acts against Executive or any other
person  on  the  part  of  themselves,   or  their   subsidiaries,   affiliates,
predecessors, successors, officers, employees or agents.

                  (b)      Executive  understands  and  agrees  that  he has not
suffered any discrimination in terms, conditions or privileges of his employment
based on age, race, gender,  religious creed, color, national origin,  ancestry,
physical disability,  mental disability,  medication condition,  marital status,
sexual orientation and/or sexual or racial harassment. Executive understands and
agrees  that he has no claim for  employment  discrimination  under any legal or
factual theory.


                                       2
<PAGE>


         4.       EMPLOYMENT AGREEMENT

                  Executive    expressly    acknowledges    and   agrees    that
notwithstanding   anything  in  this  Agreement  to  the  contrary,   Section  4
(Noncompetition)  and Section 5  (Confidential  Information)  of the  Employment
Agreement  shall  survive  the  execution  and  delivery of this  Agreement  and
termination of Executive's  employment.  All other  provisions of the Employment
Agreement  shall  terminate  and be of no further force or effect from and after
the Effective Date.

         5.       NO LAWSUITS OR CLAIMS.

                  Executive on the one hand, and Parent and Company on the other
hand, each promises never to file a lawsuit, administrative complaint, or charge
of any kind with any court,  governmental or administrative agency or arbitrator
against the other,  including  officers,  directors,  agents or employees of the
Parent and Company,  asserting  any claims that are released in this  Agreement.
Executive  on the one hand,  and Parent  and  Company  on the other  hand,  each
represents and agrees that, prior to signing this Agreement,  each has not filed
or  pursued  any  complaints,  charges or  lawsuits  of any kind with any court,
governmental or administrative  agency or arbitrator against the other including
officers,  directors,  agents or employees of the Company,  asserting any claims
that are released in this Agreement.

         6.       COMPLETE  RELEASE.   [John,  need  a  paragraph  from  Company
releasing Exec]

                  (a)      In   consideration  of  the  covenants  and  promises
contained herein and subject to the  consideration set forth above in SECTION 2,
Executive hereby knowingly and voluntarily releases, absolves and discharges the
Parent and Company  and,  as  applicable,  their  partners,  attorneys,  agents,
officers,  administrators,  directors, employees,  affiliates,  representatives,
and/or assigns and successors,  past and present  (collectively the "RELEASEES")
from all rights, claims, demands, obligations, damages, losses, causes of action
and suits of all kinds and descriptions, legal and equitable, known and unknown,
that  Executive  may  have or ever  have  had  against  the  Releasees  from the
beginning of time to the date of execution of this Agreement, including, but not
limited to, any such rights,  claims,  demands,  obligations,  damages,  losses,
causes of action and suits  arising out of,  during or  relating to  Executive's
employment and/or his resignation therefrom. The matters that are the subject of
the releases  referred to in this paragraph shall be referred to collectively as
the  "RELEASED  MATTERS."  This  includes,  but is not  limited  to,  claims for
employment discrimination,  wrongful termination,  constructive termination, and
violation of public policy, breach of any express or implied contract, breach of
any  implied  covenant,  fraud,  intentional  or  negligent   misrepresentation,
emotional  distress,  or any other claims  relating to Executive's  relationship
with the Parent and Company.

                  (b)      Executive acknowledges and agrees that this Agreement
represents a  compromise  of known and unknown,  asserted  and  unasserted,  and
actual and potential claims,  and that neither this Agreement nor any compliance
herewith or  consideration  given  pursuant  hereto,  shall be  construed  as an
admission by the Parent or Company of any liability whatsoever,  including,  but
not limited to, any  liability for any violation by the Parent or Company of any
right of  Executive  or of any  person  arising  under any law,  statute,  duty,
contract, covenant, or


                                       3
<PAGE>


order, or any liability for any act of age discrimination or other impermissible
form of harassment or  discrimination by the Parent or Company against Executive
or any other person,  as  prohibited  by any state or federal  statute or common
law,  including,  but not limited  to: (i) Title VII of the Civil  Rights Act of
1964, 42 U.S.C. ss. 2000e;  (ii) the Americans With  Disabilities Act, 42 U.S.C.
ss.ss.  12101 ET SEQ.; (iii) the Age Discrimination in Employment Act, 29 U.S.C.
ss.ss. 623 ET SEQ.; (iv) the Family and Medical Leave Act; 29 U.S.C. ss.ss. 2611
ET SEQ.;  (v) the  California  Fair  Employment and Housing Act; Cal. Gov't Code
ss.ss. 12940 ET SEQ.; (vi) the California  Workers'  Compensation Act; Cal. Lab.
Code ss.ss.  3600 ET SEQ.; (vii) the Fair Labor Standards Act; 29 U.S.C.  ss.ss.
201 ET SEQ.; (viii) the Consolidated Omnibus Budget  Reconciliation Act of 1985;
42 U.S.C.  ss.ss. 201 ET SEQ.; (ix) Executive Order 11141 (age  discrimination);
(x) Section 503 of the  Rehabilitation  Act of 1973; 29 U.S.C. ss. 701 ET. SEQ.;
(xi) the Employee  Retirement Income Security Act of 1974, 29 U.S.C. ss.ss. 1001
ET SEQ.;  and (xii) the laws  established  by the  California  Division of Labor
Standards  Enforcement,  e.g., Cal. Lab. Code ss.ss.  200-272, and that all such
liability is expressly disputed and denied.

                  (c)      Executive further understands and acknowledges that:

                           (1)      this   Agreement   constitutes  a  voluntary
waiver of any and all rights and claims he has against the  Releasees  as of the
date of the  execution of this  Agreement,  including  rights or claims  arising
under the Federal Age  Discrimination  in Employment  Act of 1967  ("ADEA"),  29
U.S.C.  ss.ss. 621 ET SEQ., as amended by the Older Workers' Benefit  Protection
Act of  1990,  except  for any  allegation  that a breach  of this Act  occurred
following the Effective Date;

                           (2)      he has waived  rights or claims  pursuant to
this  Agreement in exchange for  consideration,  the value of which  exceeds the
payment or remuneration to which he was already entitled;

                           (3)      he is  hereby  advised  that he may  consult
with an attorney of his choosing  concerning  this Agreement  prior to executing
it;

                           (4)      he has been  afforded  a period  of at least
twenty-one (21) days to consider the terms of this  Agreement,  and in the event
he should decide to execute this Agreement in fewer than twenty-one days, he has
done so with the express  understanding  that he has been given and declined the
opportunity to consider this Agreement for a full twenty-one days; and

                           (5)      he  may  revoke  this  SECTION  6(c)  of the
Agreement at any time during the seven (7) days  following the date of execution
of this  Agreement,  and this  SECTION  6(c) of the  Agreement  shall not become
effective or enforceable  until such  revocation  period has expired.  Executive
further  understands  and  acknowledges  that he may revoke only SECTION 6(c) of
this  Agreement  as it  relates  to  any  claim  pursuant  to  the  Federal  Age
Discrimination  in Employment  Act, and that such  revocation,  if any, will not
affect the  effectiveness or enforceability of any other of the Released Matters
as they are described in SECTION 6(c).

                  (d)      In   consideration  of  the  covenants  and  promises
contained herein and subject to the consideration set forth above in SECTION 2,
Parent and  Company  hereby  knowingly


                                        4
<PAGE>


and voluntarily release, absolve and discharge Executive and, as applicable, his
attorneys,  agents,  representatives,  and/or assigns and  successors,  past and
present  (collectively  the  "EXECUTIVE  RELEASEES")  from all  rights,  claims,
demands,  obligations,  damages, losses, causes of action and suits of all kinds
and  descriptions,  legal and equitable,  known and unknown,  that the Parent or
Company  may have or ever have had  against  the  Executive  Releasees  from the
beginning of time to the date of execution of this Agreement, including, but not
limited to, any such rights,  claims,  demands,  obligations,  damages,  losses,
causes of action and suits  arising out of,  during or  relating to  Executive's
employment and/or his resignation therefrom. The matters that are the subject of
the releases  referred to in this paragraph shall be referred to collectively as
the "EXECUTIVE  RELEASED MATTERS." This includes,  but is not limited to, claims
for employment discrimination,  wrongful termination,  constructive termination,
violation of public policy, breach of any express or implied contract, breach of
any  implied  covenant,  fraud,  intentional  or  negligent   misrepresentation,
emotional  distress,  or any other claims  relating to Executive's  relationship
with the Parent and Company.

         7.       UNKNOWN CLAIMS.

                  Executive on the one hand, and Parent and Company on the other
hand, each acknowledges that there is a risk that subsequent to the execution of
this  Agreement,  each may incur or suffer damage,  loss or injury to persons or
property that is in some way caused by or connected with Executive's  employment
or his resignation  therefrom,  but that is unknown or unanticipated at the time
of the execution of this  Agreement.  Executive on the one hand,  and Parent and
Company on the other hand,  each does hereby  specifically  assume such risk and
agrees that this Agreement and the releases  contained herein shall and do apply
to all  unknown or  unanticipated  results of any and all  matters  caused by or
connected with Executive's employment or his resignation  therefrom,  as well as
those currently known or anticipated.

         8.       OWNERSHIP OF CLAIMS.

                  Executive  represents  and warrants  that no portion of any of
the  Released  Matters  and no portion of any  recovery or  settlement  to which
Executive  might be  entitled  has been  assigned  or  transferred  to any other
person,  firm,  entity  or  corporation  not a party to this  Agreement,  in any
manner, including by way of subrogation or operation of law or otherwise. If any
claim, action, demand or suit should be made or instituted against the Releasees
or any of  them  because  of  any  such  purported  assignment,  subrogation  or
transfer,  Executive  agrees to  indemnify  and hold  harmless  the  Releasee(s)
against such claim,  action,  suit or demand,  including  necessary  expenses of
investigation, attorneys' fees and costs.

         9.       ASSUMPTION OF RISK; INVESTIGATION OF FACTS.

                  (a)      Executive  hereby  expressly  assumes the risk of any
mistake of fact or that the true facts might be other than or different from the
facts now known or  believed  to exist,  and it is  Executive's,  as well as the
Parent's  and  Company's  express  intention  to  forever  settle,   adjust  and
compromise any and all disputes  between and among the parties hereto  including
the


                                        5
<PAGE>


Releasees,  finally and forever,  and without  regard to who may or may not have
been correct in their respective understandings of the facts or the law relating
thereto.

                  (b)      In making and  executing  this  Agreement,  Executive
represents and warrants that he has made such investigation of the facts and the
law pertaining to the matters described in this Agreement as he deems necessary,
and  Executive  has not relied upon any  statement  or  representation,  oral or
written,  made by any other  party to this  Agreement  with regard to any of the
facts involved in any dispute or possible dispute between the parties hereto, or
with  regard to any of his  rights or  asserted  rights,  or with  regard to the
advisability of making and executing this Agreement.

         10.      NO REPRESENTATIONS.

                  Executive  represents and agrees that no promises,  statements
or  inducements  have been made to him,  which caused him to sign this Agreement
other than those expressly stated in this Agreement.

         11.      NON-DISPARAGEMENT.

                  Executive on the one hand, and Parent and Company on the other
hand,  each agrees  that the other will  refrain  from taking  actions or making
statements,  written  or  oral,  which  disparage  or  defame  the  goodwill  or
reputation  of any party to this  Agreement  including  the Parent and  Company,
and/or  their  directors,  officers,  executives  and  employees  or which could
adversely affect the morale of other employees of the Parent or Company and that
Executive   shall  not  demean  or  disparage  the  Parent  or  Company  in  any
communications  or other  dealings  with any  existing or  potential  employees,
customers, vendors and/or stockholders.

         12.      SUCCESSORS.

                  This  Agreement  shall be binding upon  Executive and upon his
heirs, administrators,  representatives,  executors, successors and assigns, and
shall  inure  to  the  benefit  of  the  Parent  and   Company,   and  to  their
administrators,    representatives,    executors,    successors   and   assigns.
Additionally,  this  Agreement  shall be binding upon the Company and the Parent
and upon their  administrators,  representatives,  successors  and assigns,  and
shall  inure to the  benefit  of  Executive  and to his  heirs,  administrators,
representatives, executors, successors and assigns.

         13.      ARBITRATION.

                  (a)      Any claim or  controversy  arising out of or relating
to this  Agreement or any breach  thereof  between  Executive and the Parent and
Company shall be submitted to  arbitration  in Knoxville,  Tennessee,  before an
experienced  employment  arbitrator  licensed to practice law in  Tennessee  and
selected in accordance with the Model Employment  Arbitration  Procedures of the
American  Arbitration  Association,  as the  exclusive  remedy for such claim or
controversy. Either party desiring to arbitrate shall give written notice to the
other party within a reasonable  period of time after the party becomes aware of
the need for  arbitration.  The  decision of the  arbitrator  shall be final and
binding. Judgment on any award rendered by such arbitrator may be entered in any
court  having  jurisdiction  over the  subject  matter of the  controversy.  The


                                        6
<PAGE>


prevailing  party shall  receive an award of costs and  expenses  related to the
arbitration, including reasonable outside attorneys' fees. The fees and costs of
the arbitrator and the cost of any record or transcript of the arbitration shall
be borne by the losing party.

                  (b)      Should  Executive  on the one hand or the  Parent and
the  Company on the other hand,  institute  any legal  action or  administrative
proceeding  with  respect to any claim  waived by this  Agreement  or pursue any
dispute  or matter  covered  by this  paragraph  by any  method  other than said
arbitration,  the  responding  party shall be entitled to recover from the other
party all  damages,  costs,  expenses and  reasonable  outside  attorneys'  fees
incurred as a result of such action.

         14.      TENDER OF SEVERANCE  PAYMENTS AS A CONDITION TO CHALLENGE THIS
AGREEMENT.

                  Should Executive  attempt to challenge the  enforceability  of
this Agreement,  as a further  limitation on any right to make such a challenge,
Executive shall initially  submit to the Company the total proceeds  provided to
him in connection  with this Agreement  plus interest at the standard  statutory
rate,  and invite the Company to retain such monies and agree with  Executive to
cancel this  Agreement.  In the event the Parent and Company  accept this offer,
the Company shall retain such monies and this  Agreement  shall be canceled.  In
the event the  Parent  and  Company do not  accept  such  offer,  the Parent and
Company  shall  so  notify  Executive  and  shall  place  such  monies  into  an
interest-bearing  escrow  account  pending  resolution  of the  dispute  between
Executive,  and the Parent and Company as to whether this Agreement shall be set
aside and/or otherwise rendered unenforceable.

         15.      CONSULTATION   WITH  COUNSEL;   REASONABLE  TIME  TO  CONSIDER
AGREEMENT; VOLUNTARY PARTICIPATION IN THIS AGREEMENT.

                  Executive  represents  and agrees that he has been  advised of
the  opportunity to review this Agreement with an attorney,  that he has had the
opportunity  to thoroughly  discuss all aspects of his rights and this Agreement
with an attorney to the extent Executive elected to do so, that he has carefully
read and fully understands all of the provisions of this Agreement,  that he has
been given a reasonable  period of time to consider signing this Agreement,  and
that he is voluntarily entering into this Agreement.

         16.      SEVERABILITY AND GOVERNING LAW.

                  (a)      Should any of the  provisions  in this  Agreement  be
declared or be determined to be illegal or invalid,  all remaining parts,  terms
or provisions shall be valid, and the illegal or invalid part, term or provision
shall be deemed not to be a part of this Agreement.

                  (b)      This  Agreement is made and entered into in the State
of  Tennessee  and shall in all respects be  interpreted,  enforced and governed
under the laws of Tennessee,  without regard to the conflicts of laws principles
thereof.

         17.      ENTIRE AGREEMENT.

                  This Agreement  constitutes the entire  agreement  between and
among the  parties  pertaining  to the  subject  matter  hereof  and the  final,
complete and exclusive expression of the


                                        7
<PAGE>


terms  and  conditions  of  their  agreement.  Any  and  all  prior  agreements,
representations,  negotiations and understandings made by the parties,  oral and
written, express or implied, are hereby superseded and merged herein.

         18.      EXECUTION IN COUNTERPARTS.

                  This  Agreement  may be executed in one or more  counterparts,
all of which taken together shall constitute one agreement.

         19.      ATTORNEYS' FEES.

                  In any action or other proceeding to enforce rights hereunder,
the  prevailing  party shall  receive an award of costs and expenses  related to
such proceeding, including reasonable outside attorneys' fees.

         20.      COOPERATIVENESS.

                  All parties have cooperated in the drafting and preparation of
this Agreement,  and it shall not be construed more favorably for or against any
party.

         21.      AMENDMENT.

                  This Separation  Agreement has been  re-executed as an Amended
                  Separation Agreement to correct the number of option shares of
                  stock of the Parent  granted to the Executive  pursuant to the
                  intended agreement of the Parties.


                                        8
<PAGE>


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


                                        EXECUTIVE:


                                        /s/ Robert Chmiel
                                        ------------------------------
                                        Robert Chmiel



                                        NATIONAL COAL CORP.,
                                        a Florida corporation



                                        By:     /s/ Jon E. Nix
                                            ------------------------------------
                                        Name:   Jon E. Nix
                                             -----------------------------------
                                        Title:  Chief Executive Officer
                                              ----------------------------------


                                        NATIONAL COAL CORPORATION,
                                        a Tennessee corporation



                                        By:     /s/ Jon E. Nix
                                            ------------------------------------
                                        Name:   Jon E. Nix
                                             -----------------------------------
                                        Title:  Chief Executive Officer
                                              ----------------------------------