AMENDMENT TO WARRANT FOR THE
PURCHASE OF 751,500 SHARES OF COMMON STOCK
OF NATIONAL COAL CORPORATION
DATED MARCH 25, 2003
This Amendment to Warrant for the Purchase of 751,500 shares of
common
stock of National Coal Corporation dated
March 25, 2003 is hereby made by and
between National Coal Corporation, a
corporation organized and existing under
the laws of the State of Tennessee
(hereinafter referred to as "National"), and
the Webb Group (hereinafter referred to as
"Holder") effective as of March 25,
2003.
W I T N E S S E T H :
WHEREAS, National executed a Warrant (the "Warrant") for the
Purchase
of 751,500 shares of common stock of
National dated March 25, 2003 in favor of
the Holder; and
WHEREAS, terms regarding the exercise of the Warrant were
inadvertently
omitted from said Warrant; and
WHEREAS, the parties now desire to set forth and incorporate in
the
Warrant the following terms and
conditions.
NOW, THEREFORE, for and in consideration of the foregoing recitals,
the
mutual terms and conditions set forth
below, and other good and valuable
consideration, the receipt and sufficiency
of which is hereby acknowledged, the
parties hereby agree as follows:
1. The
following language is hereby added under paragraph 1 of the
Warrant:
National shall not effect any exercise of this Warrant, and the
Holder
shall not have the right to exercise any
portion of this Warrant to the extent
that after giving effect to such issuance
after exercise, the Holder (together
with the Holder's affiliates) would
beneficially own in excess of 9.99% of the
number of shares of the common stock of
National outstanding immediately after
giving effect to such issuance. For
purposes of the foregoing sentence, the
number of shares of common stock of
National beneficially owned by the Holder
and its affiliates shall include the number
of shares of common stock of
National issuable upon exercise of this
Warrant with respect to which the
determination of such sentence is being
made, but shall exclude the number of
shares of c
