EX-2.1 ASSET PURCHASE AND SALE AGREEMENT

Asset Purchase Agreement

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U.S. COAL, INC., | NATIONAL COAL CORPORATION,

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Title: EX-2.1 ASSET PURCHASE AND SALE AGREEMENT
Governing Law: Tennessee Date: 4/29/2004

EXHIBIT 2.1

ASSET PURCHASE AND SALE AGREEMENT

THIS ASSET PURCHASE AND SALE AGREEMENT (the "Agreement") is made and

entered into between U.S. COAL, INC., a Tennessee corporation, and NEW RIVER

PROCESSING, INC., a Tennessee corporation whose address is 130 Coal Street,

Huntsville, TN 37756 (collectively referred to as "Seller"), and NATIONAL COAL

CORPORATION, a Tennessee corporation whose address is 319 Ebenezer Rd.,

Knoxville, TN 37923 ("Buyer").

RECITALS

A. Seller desires to sell certain assets to Buyer, and Buyer

desires to purchase such assets from Seller, all on the terms and conditions

contained in this Agreement; and

B. In connection with its execution of the letter of intent dated

March 15, 2004 (the "Letter of Intent"), Buyer deposited with Wagner, Myers &

Sanger, P.C. ("Escrow Agent") an earnest money deposit of $500,000.00 in

consideration of Seller executing the Letter of Intent (hereinafter referred to

as the "Earnest Money Deposit"), with Buyer being entitled to credit for same

against the purchase price as hereinafter outlined.

In consideration of, and subject to, the mutual promises, agreements,

terms and conditions made herein, and intending to be legally bound, the parties

agree as follows:

ARTICLE 1 -- DEFINITIONS

1.1 DEFINITIONS. As used herein, the following terms when

capitalized shall have the respective meanings ascribed thereto in this ss. 1.1

(and any obligations stated

<PAGE>

in this ss. 1.1 shall be fully binding on Buyer and Seller in accordance with

the terms hereof):

(a) "ACQUIRED ASSETS" means those specific assets to be

conveyed to Buyer hereunder, including, without limitation (i) the Tangible

Personal Property and Equipment; (ii) the Owned Real Property; (iii) the Leases

(including any non recouped minimum royalties as of the Closing); (iv) all of

the rights, title and interest of Seller in and to each of the Contracts; and

(v) any transferable interest of Seller in and to the Permits; provided,

however, the term "Acquired Assets" shall not include any of the Excluded Assets

which are expressly excluded from the Acquired Assets. Any other assets which

are (i) currently used by Seller in connection with its coal mining and

processing operations; and (ii) not specifically identified as Excluded Assets,

shall be included in the Acquired Assets.

(b) "ASSUMED AGREEMENTS" means each of the Leases and

Contracts.

Liability and Obligations, (ii) the Water Treatment Liability and Obligations,

(iii) any and all claims and obligations specifically stated in this Agreement

to be a Buyer Assumed Obligation, (iv) any and all amounts and obligations

accruing and to be performed under each of the Assumed Agreements from and after

the date of Closing, and (v) all obligations under the Permits.

(d) "CLOSING" means the transfer of the Acquired Assets

to the Buyer in exchange for the Purchase Price. "Closing Time" shall mean the

time of Closing specified in ss. 3.4.

(e) "CODE" means the Internal Revenue Code of 1986, as

amended.

<PAGE>

(f) "CONTRACTS" means those contracts listed on SCHEDULE

6 attached.

(g) "ENVIRONMENTAL LAWS" means, except as otherwise

provided, Laws aimed at abatement of pollution generally; protection of the

environment generally; ensuring public safety from environmental hazards,

management, storage or control of hazardous materials and substances generally;

releases or threatened releases of pollutants, contaminants, chemicals or

industrial, toxic or hazardous substances as wastes into the environment

generally, including, without limitation, ambient air, surface water and

groundwater generally; and all other Laws relating generally to the

manufacturing, processing, distribution, use, treatment, storage, disposal,

handling or transportation of petroleum or petroleum products, asbestos,

polychlorinated biphenyls ("PCBs"), pollutants, contaminants, chemicals or

industrial, toxic or hazardous substances or wastes ("Hazardous Substances"),

including, without limitation, the Federal Comprehensive Environmental Response,

Compensation and Liability Act (as amended by the Superfund Amendments and

Reauthorization Act of 1986), Clean Air Act, Clean Water Act, Solid Wastes

Disposal Act (as amended by the Resource Conservation and Recovery Act), Toxic

Substances Control Act, Water and Pollution Control Act Emergency Planning and

Community Right to Know Act, Safe Drinking Water Act and any regulations issued

under each of such statutes, and any state or local counterparts.

Notwithstanding the foregoing and anything else in this Agreement to the

contrary, none of the following Laws shall be considered Environmental Laws, and

the following Laws are herein referred to as "Mining Laws" - any and all laws

aimed at or relating to (i) reclamation relating to mining and/or similar

activities, including, without limitation, the Surface Mining Control and

Reclamation Act ("SMCRA") and Mine

<PAGE>

Safety and Health Act ("MSHA") and any regulations issued under each of such

statutes and any state or local counterparts, (ii) coal mining and other

coal-mining activities, (iii) any Reclamation Liability and Obligations, (iv)

any Water Treatment Liability and Obligations, and/or (v) bonding or security

relating to coal mining and coal-mining activities and/or for reclamation and

similar activities relating to coal mining and coal-mining activities.

(h) "EXCLUDED ASSETS" means any and all (i) cash on hand,

cash deposits (including without limitation bonds, collateral and utility

deposits), insurance rebates and cash equivalents held by or for Seller, (ii)

Receivables, Tax credits, Tax refunds (including but not limited to any refund

of the Federal Coal Excise Tax) and other Tax benefits of Seller, (iii) rights,

title and interest of Seller in and to Tax and other records other than those

records relating directly to any particular Acquired Asset, and (iv) rights,

title and interest of Seller in and to the assets listed in SCHEDULE 1 attached.

(i) "KNOWLEDGE" means the conscious awareness of any

officer or director of the applicable party, the conscious awareness of any

employee or contractor of the applicable party with supervisory duties or

responsibilities associated with the applicable issue, and any other person

affiliated with the applicable party who would be reasonably expected to have

knowledge of the applicable issue.

(j) "LAW" OR "LAWS" means all past, existing and future

Federal, state and local laws (statutory or common), rules, ordinances,

regulations, grants, leases, orders, directives, judgments, decrees and other

governmental restrictions of any kind or nature, including, without limitation,

permits and other similar requirements, whether legislative, municipal,

administrative or judicial in nature.

<PAGE>

(k) "LEASES" means the rights, title and interest of the

Seller in and to the real property leases and/or subleases described in SCHEDULE

3 attached.

(l) "LEASED REAL PROPERTY" means the real property that

is leased by Seller pursuant to the Leases.

(m) "LOSSES" shall mean, subject to any applicable

express limitations in Article 8 of this Agreement, any and all losses, claims,

damages, liabilities, costs and expenses (including, without implied limitation,

but subject to the express limitations in Article 8 of the Agreement, judgments

and costs of settlement and reasonable attorneys' fees and costs).

(n) "MATERIALLY ADVERSE EFFECT" shall mean an unfavorable

or adverse event or occurrence, or the result thereof, that is materially

adverse to the party suffering such adverse event or occurrence, as determined

in good faith by such party.

(o) "OWNED REAL PROPERTY" means the rights, title and

interest of the Seller in and to the real property of Seller described in

SCHEDULE 4 attached hereto and incorporated herein by reference.

(p) "PERMITS" shall mean those permits of Seller which

are described on SCHEDULE 5 attached.

(q) "PERMITTED LIENS AND ENCUMBRANCES" means any and all

(i) liens for Taxes not yet due, (ii) statutory liens arising in the ordinary

course of business by operation of Law with respect to a liability that is not

yet due, (iii) minor imperfections of title or similar liens which will not have

a Materially Adverse Effect on the Buyer or its coal mining and processing

operations on the Leased Real Property, and (iv) except as may otherwise be

provided in this Agreement, matters of public record (other than liens

<PAGE>

and mortgages) created prior to the date of this Agreement which burden or

encumber any of Seller's rights, title or interest in the Owned Real Property or

any of the Leases.

(r) "PERSON" means and includes any individual,

partnership, joint venture, corporation, limited liability company, trust,

joint-stock company, unincorporated entity or association, organization or other

legal entity.

(s) "PRESENT VALUE BENEFIT" means the present value

(based on a discount rate equal to the short-term applicable federal rate as

determined under ss. 1274(d) of the Code at the time of determination, and

assuming that the Indemnified Party will be liable for Tax at all relevant times

at the maximum marginal rates) of any income Tax benefit.

(t) "RECEIVABLES" means any and all amounts which (i) are

due or owing to the Seller immediately prior to the Closing Time, (ii) any and

all amounts which become due at or after the Closing Time for loans, advances,

goods or services provided by the Seller prior to the Closing Time. Buyer

acknowledges that receivables arising from any coal shipped prior to the Closing

Time shall constitute a Receivable under this Agreement.

(u) "RECLAMATION LIABILITY AND OBLIGATIONS" means,

whether attributable to operations conducted before or after the Closing, (i)

any and all obligations for reclamation, restoration, remediation and

revegetation as required under the Federal Surface Mining Control and

Reclamation Act, and all state and local Laws addressing similar concerns,

(including, without limitation, backfilling, grading, soil replacement and other

measures necessary or required to restore, remediate or maintain affected land,

mine closings, buildings, facilities, impoundments, primary and secondary

<PAGE>

sedimentation control structures, embankments, structures, roads, highways and

appurtenances related to such reclamation, restoration, remediation and

revegetation liabilities and obligations with respect to such geographic areas,

regardless of whether such obligations or liabilities are related to activities,

events, operations, permit and other proceedings and appeal therefrom or time

periods before or after the Closing Time) relating to all or any part of the

Owned Real Property or Leased Real Property under applicable Law or the Permits,

and (ii) any and all reclamation, restoration, remediation and revegetation

liabilities and obligations with respect to any geographic areas which are

covered by any of the Permits, or any road or highway agreements of the Seller.

(v) "RETAINED OBLIGATIONS" means any obligations or

liabilities of Seller, whether such liabilities or obligations relate to

payment, performance or otherwise, other than the Assumed Obligations.

Notwithstanding anything else to the contrary in this Agreement, such Retained

Obligations include, without limitation, any outstanding accounts payable, any

accrued payroll and employee welfare or benefit obligations, any accrued Taxes

(federal, state and local) and any other expenses of Seller, as well as

post-Closing obligations to Seller's employees and/or former employees and their

respective dependents or beneficiaries under applicable Law. The parties

acknowledge and agree that Retained Obligations do not include Reclamation

Liability and Obligations or any other obligations that are a part of Buyer's

Assumed Obligations.

(w) "SELLER'S GROUP" means Seller, all of Seller's

officers and directors, any Person who controls, directly or indirectly, Seller,

each affiliate of Seller and any other member of the affiliated group that

includes Seller.

<PAGE>

(x) "TANGIBLE PERSONAL PROPERTY AND EQUIPMENT" means all

tangible personal property and equipment of Seller listed on SCHEDULE 2

attached.

(y) "TAX" or "TAXES" means any tax or taxes, and any

similar charge, fee, impost, levy or other assessment (including, without

limitation, income taxes, severance taxes, excise taxes, sales taxes, franchise

taxes, real estate taxes, transfer taxes, transfer gain taxes, use taxes, ad

valorem taxes, withholding taxes, payroll taxes, or minimum taxes), together

with any related liabilities, penalties, fines, additions to tax or interest

imposed by the United States or any state, county, local or foreign government

subdivision, agency or taxing authority.

(z) "WATER TREATMENT LIABILITY AND OBLIGATIONS" means,

whether attributable to operations conducted before or after the Closing, any

and all existing future obligations for the treatment or pre-treatment of

surface water or ground water, as required under the federal Clean Water Act and

all state and local Laws addressing similar concerns with respect to any of the

all or any part of the Owned Real Property, Leased Real Property or any other

geographic areas which are covered by any of the Permits, so as to satisfy the

conditions required under the Permits necessary for release of the bonds or

security securing said Permits and the permittee's obligations thereunder

(regardless of whether or not Buyer has become a successor/operator under any

such Permits).

ARTICLE 2 - PURCHASE AND SALE OF ASSETS

2.1 PURCHASE AND SALE OF ASSETS. Subject to the terms and under

the conditions of this Agreement, Buyer agrees to purchase from Seller, and

Seller agrees

<PAGE>

to sell, transfer, convey and deliver to Buyer all of the Acquired Assets for

the consideration specified below in ss. 2.2 and 2.3 of this Agreement.

2.2 ASSUMPTION OF OBLIGATIONS. Effective as of Closing Time, Buyer

shall assume and agrees to timely pay and perform all of the Assumed

Obligations.

2.3 CASH PURCHASE PRICE. The cash purchase price for the Acquired

Assets shall be Four Million Two Hundred Thousand Dollars ($4,200,000.00) (the

"Purchase Price"), to be paid as follows:

(a) Pursuant to ss. 3.1, at Closing, Buyer shall pay to

Escrow Agent the sum of Three Million Seven Hundred Thousand Dollars

($3,700,000.00) less the amount of interest earned on the Earnest Money Deposit

as of the Closing Time, by means of wire transfer of immediately available funds

to the Escrow Account in accordance with wiring instructions provided by Escrow

Agent.

(b) Pursuant to ss. 3.4, the entire Purchase Price, less

amounts due to be paid to fully satisfy any and all liens and encumbrances

against the Acquired Assets other than the Permitted Encumbrances, shall be paid

to Seller by Escrow Agent out of the Escrow Account by means of wire transfer of

immediately available funds in accordance with wiring instructions provided by

Seller. The parties shall execute a written authorization at Closing directing

Escrow Agent to make such payment and releasing Escrow Agent from any further

obligations.

In addition to payment of the Purchase Price, Buyer shall commence

performance of the Assumed Obligations.

2.4 RETAINED OBLIGATIONS. Seller shall timely satisfy each of its

Retained Obligations as they come due whether before or after Closing.

<PAGE>

ARTICLE 3 - CLOSING

3.1 CLOSING. The Closing of the purchase and sale of the Acquired

Assets and the assumption of the Assumed Obligations contemplated hereby shall

take place at the offices of Escrow Agent, 1801 First Tennessee Plaza,

Knoxville, Tennessee at 9:00 a.m. local time on April 16, 2004, or at such other

place and time the parties may mutually agree.

3.2 SELLER'S DELIVERABLES. Seller shall deliver, or cause to be

delivered, to Buyer at the Closing the following:

(a) a duly executed Warranty Bill of Sale for all

Tangible Personal Property and Equipment in the form of the WARRANTY BILL OF

SALE attached hereto as EXHIBIT 1;

(b) duly executed warranty deeds for the Owned Real

Property;

consents if necessary, in the form of the ASSIGNMENT AND ASSUMPTION OF LEASE

attached hereto as EXHIBIT 2;

(e) such documentation as Buyer may reasonably request

prior to the Closing relative to transferring any of the Acquired Assets for

which a certificate of title has been issued by any governmental authority or

which in the reasonable opinion of Buyer's counsel are sufficient to vest title

to Acquired Assets in Buyer;

(f) duly executed assignments of the Contracts, including

consents if necessary, in the form of the ASSIGNMENT AND ASSUMPTION OF CONTRACT

attached hereto as EXHIBIT 3;

<PAGE>

(g) such documentation as Buyer may reasonably request

prior to the Closing relative to Seller's ownership, leasehold or other interest

in any of the Acquired Assets, including copies of all title documentation,

deeds, leases, licenses, title reports, title policies and surveys in Seller's

possession relating to the Owned Real Property and the Leased Real Property;

(h) all of Seller's files relating to the Permits;

(i) certificates of existence or good standing for Seller

issued by the Secretary of State of Tennessee; and

(j) corporate resolutions, certified by the Secretary of

Seller, confirming that this Asset Purchase and Sale Agreement and all

transactions contemplated hereunder have been approved by Seller's Board of

Directors, and showing that the persons executing this Asset Purchase and Sale

Agreement (and any documents required for closing) on behalf of Seller are duly

authorized to do so.

3.3 BUYER'S DELIVERABLES. Buyer shall deliver, or cause to be

delivered, to Seller at the Closing the following:

(a) the portion of the purchase price due at Closing in

the manner and amount specified in subsection 2.3(a) of this Agreement;

(b) duly executed Assignment and Assumption of Lease

Agreements in the form of the ASSIGNMENT AND ASSUMPTION OF LEASE which is

attached hereto as EXHIBIT 2;

form of the ASSIGNMENT AND ASSUMPTION OF CONTRACT attached hereto as EXHIBIT 3;

and

<PAGE>

(d) certificates of existence or good standing for Buyer

issued by the Secretary of State of Tennessee.

3.4 CLOSING TIME. The Closing Time shall be 6:00 p.m. eastern

daylight savings time, April 16, 2004, or at such other time the parties may

mutually agree in writing at Closing. At Closing, Escrow Agent shall pay from

the Escrow Account those amounts necessary to satisfy in full any amounts

identified by the parties as owed with respect to any liens or encumbrances

(other than Permitted Encumbrances) on the Acquired Assets and shall distribute

the balance of the Escrow Account to Seller by means of a wire transfer to

Seller's account based on wiring instructions provided by Seller. The Escrow

Agent shall be entitled to rely upon the terms of this Agreement and shall have

no liability to either the Buyer or the Seller for its acts as Escrow Agent,

except that Escrow Agent shall be liable for any actions or nonactions which are

taken or not taken in a knowing and willful violation of the terms of this

Agreement. Neither Buyer nor Seller shall have authority subsequent to

completion of the Closing to defer or delay the Closing Time. If any dispute

arises about the Closing or the proper action to be taken by the Escrow Agent at

Closing, Escrow Agent may file an interpleader action to resolve such dispute,

and Escrow Agent's expenses and reasonable attorney fees shall be paid from the

interpleaded funds. Buyer agrees to assume all risk of loss with regard to the

Acquired Assets from completion of the Closing through the Closing Time.

ARTICLE 4 - REPRESENTATIONS AND WARRANTIES OF SELLE

Seller represents and warrants to Buyer as follows:

<PAGE>

4.1 ORGANIZATION AND GOOD STANDING OF SELLER. Each corporation

comprising Seller is a corporation duly organized and validly existing in good

standing under the laws of the State of Tennessee.

4.2 AUTHORITY. Seller has full corporate power and authority to

enter into this Agreement and to perform its obligations hereunder, and the

consummation of the transactions contemplated herein by Seller has been (or will

be) authorized by all necessary corporate action on Seller's part. This

Agreement constitutes a valid and binding obligation of Seller, enforceable

against Seller in accordance with its terms, subject to applicable laws of

bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and

similar laws affecting creditors' rights and remedies generally, and to general

principles of equity, regardless of whether such enforceability is considered in

a proceeding in equity or at law.

4.3 NO VIOLATIONS. Except for any violation, breach, default or

event that will not have a Materially Adverse Effect, the execution and delivery

of this Agreement by Seller does not, and the consummation of the transactions

contemplated hereby will not (i) violate any of the provisions of the charter or

bylaws of Seller; (ii) violate any statute, rule, regulation, ordinance, code,

order, judgment, writ, injunction, decree or award applicable to Seller or its

properties or assets; or (iii) constitute an event that, with notice or lapse of

time or both, would result in any such violation; provided, however, that

nothing in this Article 4 shall be construed to be a representation that (i) any

of the Permits or security therefor are transferable; (ii) Buyer can conduct any

mining, reclamation or other activities on any of the Owned Real Property or

Leased Real

<PAGE>

Property without obtaining its own permits; or (iii) Seller can obtain any

Consents required for the assignment or transfer of any Lease or Contract.

4.4 APPROVALS, CONSENTS AND OTHER ACTIONS. Except for (i) consents

required to transfer certain Acquired Assets listed on SCHEDULE 7 attached

("Consents"), (ii) governmental approvals of the transfers of the Permits or

Buyer's obtaining Permits to replace the Permits, and (iii) any consent,

approval, license, permit, order, authorization, registration, declaration or

filing, the failure of which to obtain or make would not have a Material Adverse

Effect, no consent, approval, license, permit, order or authorization of or

registration, declaration or filing with any court, administrative agency,

commission or other governmental authority or instrumentality, or any other

third party is required to be made or obtained by or with respect to Seller in

connection with the execution, delivery and performance of this Agreement.

4.5 TITLE TO TANGIBLE PERSONAL PROPERTY AND EQUIPMENT. Seller is

the owner of the Tangible Personal Property and Equipment, and Seller will

transfer ownership and possession of the Tangible Personal Property and

Equipment to Buyer at Closing, free and clear from any and all liens and

encumbrances.

4.6 TITLE TO OWNED REAL PROPERTY. At Closing, the Owned Real

Property will be conveyed by Seller to Buyer pursuant to the form of the

WARRANTY DEED attached hereto as EXHIBIT 4, free and clear of any liens or

encumbrances other than Permitted Liens and Encumbrances.

4.7 RIGHTS IN LEASED REAL PROPERTY. At Closing, Seller's right,

title and interest in the Leases will be assigned to Buyer by an assignment in

the form of the ASSIGNMENT AND ASSUMPTION OF LEASE attached hereto as EXHIBIT 2,

and Seller shall deliver

<PAGE>

leasehold title to and possession of the Leased Real Property to Buyer at

Closing, free and clear of any liens or encumbrances created by or through

Seller other than Permitted Liens and Encumbrances.

4.8 ENVIRONMENTAL MATTERS. Seller makes no representation or

warranties to Buyer with regard or respect to Seller's compliance with

Environmental Laws, Mining Laws, Permits, environmental permits, certificates,

licenses, approvals, registrations and authorizations required under all

applicable Environmental Laws and Mining Laws, including those relating to

Hazardous Substances, except that Seller represents and warrants that as of the

Closing Time there will be no unabated notices of violation issued by any

regulatory authority applicable to any of Seller's permitted mine operations.

4.9 DEFINED BENEFIT PLAN. Seller is not obligated to any defined

benefit pension plan which is governed by the Employee Retirement Income

Security Act of 1974, as amended, which would become binding on Buyer.

4.10 BROKER LIABILITY. There is no fee or commission due with

respect to any broker, finder or similar consultant retained by or acting on

behalf of Seller in connection with this Agreement or the transactions

contemplated hereby.

4.11 LABOR MATTERS. Seller is not a party to or otherwise subject

to any collective bargaining agreement with any labor union or association.

There are no negotiations, demands or proposals that are pending or have been

conducted or made with or by any labor union or association, and there are no

pending or, to the Knowledge of Seller, threatened strikes, work stoppages or

material labor disputes.

<PAGE>

4.12 LEASE AND CONTRACT OBLIGATIONS. As of the Closing, Seller

shall have paid and satisfied all monetary obligations accruing prior to the

Closing Time under all Leases and Contracts assigned to Buyer pursuant to this

Agreement other than the Permits. To Seller's Knowledge, Seller is not and as of

the Closing Time will not be in default of its obligations under any Lease or

Contract. Buyer acknowledges the disclosures made by Seller with regard to the

status of certain Leases and Contracts on the Schedules attached hereto and

agrees to accept assignment of such Leases and Contracts subject to such

disclosures.

4.13 DISCLOSURE. The representations and warranties and statements

of Seller contained in this Agreement do not contain any untrue statement of

material fact, and when taken together in light of the circumstances under which

they were made, do not fail to state any material fact necessary to make the

representations, warranties and statements not misleading.

ARTICLE 5 - REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer represents and warrants to Seller as follows:

5.1 ORGANIZATION AND GOOD STANDING. Buyer is a corporation duly

organized and validly existing in good standing under the laws of Florida.

5.2 AUTHORITY. Buyer has full power and authority to enter into

this Agreement and to perform its obligations hereunder, and the consummation of

the transactions contemplated herein by Buyer has been (or will be) authorized

by all necessary corporate action on Buyer's part. This Agreement constitutes a

valid and binding obligation of Buyer, enforceable against Buyer in accordance

with its terms, subject to

<PAGE>

applicable laws of bankruptcy, insolvency, fraudulent conveyance,

reorganization, moratorium and similar laws affecting creditors' rights and

remedies generally, and to general principles of equity, regardless of whether

such enforceability is considered in a proceeding in equity or at law.

5.3 NO VIOLATIONS. The execution and delivery of this Agreement by

Buyer does not, and the consummation of the transactions contemplated hereby

will not: (i) violate any of the provisions of the certificate or articles of

incorporation or bylaws of Buyer; (ii) violate any statute, rule, regulation,

ordinance, code, order, judgment, writ, injunction, decree or award applicable

to Buyer or its properties or assets; or (iii) constitute an event that, with

notice or lapse of time or both, would result in any such violation.

5.4 APPROVALS. No consent, approval, license, permit, order or

authorization of, or registration, declaration or filing with, any court,

administrative agency, commission or other governmental authority or

instrumentality, or any third party is required to be made or obtained by or

with respect to Buyer in connection with the execution, delivery and performance

of this Agreement by Buyer, except as may be required by the Securities Exchange

Commission.

5.5 BROKER LIABILITY. There is no fee or commission due with

respect to any broker, finder or similar consultant retained by or acting on

behalf of Buyer in connection with this Agreement or the transactions

contemplated hereby.

5.6 PERMIT BLOCKING. Neither Buyer nor any affiliate of Buyer has

been notified (nor is there any pending or, to the Knowledge of Buyer,

threatened notification) by the Federal Office of Surface Mining or the agency

of any state administering the SMCRA

<PAGE>

and/or any state surface mining laws, all as amended from time to time, that it

is (i) ineligible to receive surface mining permits, or (ii) under investigation

to determine whether its eligibility to receive a SMCRA or state permit should

be revoked (i.e., "permit blocked"), and to the Knowledge of Buyer there is no

basis there

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