Edgar Filing: OBSIDIAN ENTERPRISES INC

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)*

OBSIDIAN ENTERPRISES, INC.
(Name of Issuer)

COMMON STOCK
(Title of Class of Securities)

23700P109
(CUSIP Number)

STEPHEN J. DUTTON, ESQ.
Leagre Chandler & Millard LLP
1400 First Indiana Plaza
135 North Pennsylvania Street
Indianapolis, Indiana 46204-2415
(317) 808-3000
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

May 22, 2003
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d 1(g), check the
following box [ ].

NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).

SCHEDULE 13D
(Amendment No. 3)
1------------------------------------------------------------------------------
CUSIP No. 3700P109
-------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON:
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)

Timothy S. Durham
-------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
-------------------------------------------------------------------------------
3. SEC USE ONLY

-------------------------------------------------------------------------------
4. SOURCE OF FUNDS

OO & PF
-------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
-------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION

United States
-------------------------------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER
SHARES 7,338,103
-----------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 99,229,716*
-----------------------------------
EACH REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 7,338,103
-----------------------------------
WITH 10. SHARED DISPOSITIVE POWER
99,229,716*
-------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
106,567,819*
-------------------------------------------------------------------------------

12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [_]
-------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
80.1%*
-------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
IN
-------------------------------------------------------------------------------

* Includes shares of Common Stock that the Reporting Person has the right to
acquire pursuant to beneficial ownership of Series C and Series D Convertible
Preferred Stock. See Item 5.

SCHEDULE 13D
(Amendment No. 3)

Obsidian Capital Partners, LP
-------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
-------------------------------------------------------------------------------
3. SEC USE ONLY

-------------------------------------------------------------------------------
4. SOURCE OF FUNDS

OO
-------------------------------------------------------------------------------

5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]

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

6. CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware
-------------------------------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER
SHARES 87,874,705*
-----------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 0
-----------------------------------
EACH REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 87,874,705*
-----------------------------------
WITH 10. SHARED DISPOSITIVE POWER
0
-------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
87,874,705*
-------------------------------------------------------------------------------

12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [_]
-------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
70.9%*
-------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
PN
-------------------------------------------------------------------------------
* Represents shares of Common Stock that the Reporting Person has the right to
acquire pursuant to ownership of Series C and Series D Convertible Preferred
Stock. See Item 5.

SCHEDULE 13D
(Amendment No. 3)

Diamond Investments, LLC 35-2088657
-------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
-------------------------------------------------------------------------------
3. SEC USE ONLY

-------------------------------------------------------------------------------
4. SOURCE OF FUNDS

WC
-------------------------------------------------------------------------------

5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]

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

6. CITIZENSHIP OR PLACE OF ORGANIZATION

Indiana
-------------------------------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER
SHARES 2,088,366
-----------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 0
-----------------------------------
EACH REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 2,088,366
-----------------------------------
WITH 10. SHARED DISPOSITIVE POWER
0
-------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,088,366
-------------------------------------------------------------------------------

SCHEDULE 13D
(Amendment No. 3)

Obsidian Capital Company, LLC
-------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
-------------------------------------------------------------------------------
3. SEC USE ONLY

-------------------------------------------------------------------------------
4. SOURCE OF FUNDS

OO
-------------------------------------------------------------------------------

5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]

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

6. CITIZENSHIP OR PLACE OF ORGANIZATION

Indiana
-------------------------------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER
SHARES 0
-----------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 87,874,705*
-----------------------------------
EACH REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 0
-----------------------------------
WITH 10. SHARED DISPOSITIVE POWER
87,874,705*
-------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
87,874,705
-------------------------------------------------------------------------------

12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [_]
-------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
70.9%*
-------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
OO
-------------------------------------------------------------------------------

* Represents shares of Common Stock that the Reporting Person has the right to
acquire pursuant to beneficial ownership of Series C and Series D Convertible
Preferred Stock. See Item 5.

SCHEDULE 13D
(Amendment No. 3)

-------------------------------------------------------------------------------
CUSIP No. 23700P109
-------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON:
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
Terry G. Whitesell
-------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
-------------------------------------------------------------------------------
3. SEC USE ONLY

-------------------------------------------------------------------------------
4. SOURCE OF FUNDS

OO
-------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]

-------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
-------------------------------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER
SHARES 6,885,840
-----------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 87,901,845*
-----------------------------------
EACH REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 6,885,840
-----------------------------------
WITH 10. SHARED DISPOSITIVE POWER
87,901,845*
-------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
94,787,685*
-------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [_]
-------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
76.5%*
-------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
IN
-------------------------------------------------------------------------------

* Includes shares of Common Stock that the Reporting Person has the right to
acquire pursuant to beneficial ownership of Series C and Series D Convertible
Preferred Stock. See Item 5.

SCHEDULE 13D
(Amendment No. 3)

Jeffrey W. Osler
-------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
-------------------------------------------------------------------------------
3. SEC USE ONLY

-------------------------------------------------------------------------------
4. SOURCE OF FUNDS
OO & PF
-------------------------------------------------------------------------------

5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]

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

6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
-------------------------------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER
SHARES 827,200
-----------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 87,874,705*
-----------------------------------
EACH REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 827,200
-----------------------------------
WITH 10. SHARED DISPOSITIVE POWER
87,874,705*
-------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
88,701,905*
-------------------------------------------------------------------------------

12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [_]
-------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
71.6%*
-------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
IN
-------------------------------------------------------------------------------

* Includes shares of Common Stock that the Reporting Person has the right to
acquire pursuant to beneficial ownership of Series C and Series D Convertible
Preferred Stock. See Item 5.

SCHEDULE 13D
(Amendment No. 3)

Durham Whitesell & Associates, LLC
-------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
-------------------------------------------------------------------------------
3. SEC USE ONLY

-------------------------------------------------------------------------------
4. SOURCE OF FUNDS
OO
-------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]

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

6. CITIZENSHIP OR PLACE OF ORGANIZATION
Indiana
-------------------------------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER
SHARES 27,140
-----------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 0
-----------------------------------
EACH REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 27,140
-----------------------------------
WITH 10. SHARED DISPOSITIVE POWER
0
-------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
27,140
-------------------------------------------------------------------------------

SCHEDULE 13D
(Amendment No. 3)

Fair Holdings, Inc.
-------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
-------------------------------------------------------------------------------
3. SEC USE ONLY

-------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Ohio
-------------------------------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER
SHARES 9,239,505*
-----------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 0
-----------------------------------
EACH REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 9,239,505*
-----------------------------------
WITH 10. SHARED DISPOSITIVE POWER
0
-------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,239,505*
-------------------------------------------------------------------------------

12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [_]
-------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.4%*
-------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
CO
-------------------------------------------------------------------------------

* Represents shares of Common Stock that the Reporting Person has the right to
acquire pursuant to ownership of Series C and Series D Convertible Preferred
Stock. See Item 5.

This Amendment No. 3 amends the Schedule 13D originally filed with the
Securities and Exchange Commission on July 2, 2001, as amended on September 10,
2001 and April 14, 2002, with respect to beneficial ownership of securities of
Obsidian Enterprises, Inc. (formerly named Danzer Corporation). This Amendment
No. 3 in being filed to report the acquisition of beneficial ownership of
Obsidian Enterprises, Inc. Series D Convertible Preferred Stock by Fair
Holdings, Inc.

ITEM 1. SECURITY AND ISSUER.

This statement relates to shares of common stock, $0.0001 par value per
share (the "Common Stock"), of Obsidian Enterprises, Inc., a Delaware
corporation (the "Issuer"), that the Reporting Persons own of record or
beneficially and/or have the right to acquire upon the conversion of shares of
the Issuer's Series C Convertible Preferred Stock (the "Series C Preferred") and
Series D Convertible Preferred Stock (the "Series D Preferred"). The principal
executive offices of the Issuer are located at 111 Monument Circle, Suite 4800,
Indianapolis, Indiana 46204.

ITEM 2. IDENTITY AND BACKGROUND.

This Amendment No. 3 is jointly filed by the following persons
(collectively, the "Reporting Persons"): Obsidian Capital Partners, LP, a
Delaware limited partnership (the "Partnership"); Obsidian Capital Company, LLC,
an Indiana limited liability company ("OCC"); Timothy S. Durham; Terry G.
Whitesell; Jeffrey W. Osler; Diamond Investments, LLC , an Indiana limited
liability company ("Diamond"); Durham Whitesell & Associates, LLC, an Indiana
limited liability company ("DWA"); and Fair Holdings, Inc., an Ohio corporation
("Fair Holdings").

The Partnership is a Delaware limited partnership principally engaged in
the business of investing in small and middle market companies in basic
industries, such as manufacturing, distribution and services. The address of the
principal office and business of the Partnership is 111 Monument Circle, Suite
4800, Indianapolis, Indiana 46204.

OCC is an Indiana limited liability company. OCC is the general partner of
the Partnership and is a leveraged buyout fund that specializes in buying
controlling positions in middle market companies. The address of the principal
office and business of OCC is 111 Monument Circle, Suite 4800, Indianapolis,
Indiana 46204.

Mr. Durham is a citizen of the United States and his principal address is
111 Monument Circle, Suite 4800, Indianapolis, Indiana 46204. Mr. Durham serves
as the Chairman and Chief Executive Officer of the Issuer, as a Managing Member
and Chief Executive Officer of OCC, as the Managing Member of Diamond, as a
Managing Member of DWA and as Chairman of Fair Holdings, Inc. The address of the
principal offices of the Issuer and OCC is 111 Monument Circle, Suite 4800,
Indianapolis, Indiana 46204.

Mr. Whitesell is a citizen of the United States and his principal address
is 111 Monument Circle, Suite 4800, Indianapolis, Indiana 46204. Mr. Whitesell
serves as the President and Chief Operating Officer of the Issuer and as a
Managing Member of OCC and DWA. The address of the principal office of OCC is
111 Monument Circle, Suite 4800, Indianapolis, Indiana 46204.

Mr. Osler is a citizen of the United States and his principal address is
111 Monument Circle, Suite 4800, Indianapolis, Indiana 46204. Mr. Osler serves
as Executive Vice President, Secretary and Treasurer of the Issuer and as a
Managing Member of OCC. The address of the principal office of OCC is 111
Monument Circle, Suite 4800, Indianapolis, Indiana 46204.

Diamond is an Indiana limited liability company. Diamond is the personal
investment vehicle of Timothy S. Durham and certain members of his immediate
family. Mr. Durham has majority ownership interest in and voting control of
Diamond. The address of the principal office of Diamond is 111 Monument Circle
Suite 4800, Indianapolis, Indiana 46204.

DWA is an Indiana limited liability company that engages principally in
investing. Messrs. Durham and Whitesell are Managing Members of DWA. The address
of the principal office and business of DWA is 111 Monument Circle, Suite 4800,
Indianapolis, Indiana 46204.

Fair Holdings is an Ohio corporation that engages principally in general
financing. Mr. Durham has a fifty percent ownership interest in Fair Holdings
and serves as the Chairman. The address of the principal office and business of
Fair Holdings is 111 Monument Circle, Suite 4800, Indianapolis, Indiana 46204.

During the last five years, none of the Reporting Persons (i) has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) was a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

Fair Holdings used working capital to purchase 16,072 shares of Series D
Preferred for $21 per share or $337,512 in the aggregate. The Assignment
Agreement is attached as Exhibit B to the Amendment No. 3 to the Schedule 13D.

ITEM 4. PURPOSE OF TRANSACTION.

Shares of Series D Preferred were acquired by Fair Holdings from Markpoint
Equity Growth Fund, J.V. ("Markpoint") pursuant to an Assignment Agreement
whereby Fair Holdings assumed the obligation of the Issuer to purchase Series D
Preferred from Markpoint under a Put Option Agreement between the Issuer and
Markpoint dated January 27, 2003.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.

(a)-(b) The following table presents information on the number of shares of
Common Stock (without assuming conversion of the Series C and Series D
Preferred), Series C Preferred or Series D Preferred and Common Stock (assuming
conversion of Series C Preferred) beneficially owned by the Reporting Persons as
of May 22, 2003:

SHAREHOLDER COMMON STOCK SERIES C SERIES D TOTAL COMMON STOCK
(WITHOUT ASSUMING PREFERRED STOCK PREFERRED STOCK (ASSUMING
CONVERSION) CONVERSION)

Timothy S. Durham 9,453,6091 3,942,1933 104,4023 106,567,819
Obsidian Capital Partners, LP 0 3,755,869 72,8994 87,874,705
Diamond Investments, LLC 2,088,366 0 0 2,088,366
Obsidian Capital Company, LLC 0 3,755,8694 72,8994 87,874,705
Terry G. Whitesell 6,912,9802 3,755,8694 72,8994 94,787,685
Jeffrey W. Osler 827,200 3,755,8694 72,8994 88,701,905
Durham Whitesell & 27,140 0 0 27,140
Associates, LLC
Fair Holdings, Inc. 0 186,324 31,503 9,239,505

1 Includes shares held of record by DWA and Diamond.
2 Includes shares held of record by DWA.
3 Represents shares held of record by the Partnership and Fair Holdings.
4 Represents shares held of record by the Partnership.

Information on the percentage of shares of Common Stock beneficially owned
by each of the Reporting Persons is included in the cover pages to this
Amendment No. 3 and is incorporated herein by reference (pursuant to Rule
13d-3(d)(l)(i), each Reporting Person's percentage has been calculated based on
the assumption that only those shares of Series C and Series D Preferred in
which that person has a beneficial interest have been converted into Common
Stock).

Messrs. Durham, Whitesell and Osler may be deemed to beneficially own and
share voting and dispositive power with respect to shares of Common Stock and
Series C and Series D Preferred held by the Partnership, Diamond, DWA and/or
Fair Holdings because of the interests in or positions they hold with one or
more of those entities as reported in response to Item 2. The information in
Item 2 is incorporated herein by reference. OCC is the general partner of the
Partnership and may be deemed to beneficially own and share voting and
dispositive power with respect to the shares of Series C and Series D Preferred
held by the Partnership.

(c) The only securities acquired within the past sixty days was in
connection with the transaction described in Item 4 above.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.

The information in Items 2 and 4 is incorporated by reference herein.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.

Exhibit A: Joint Filing Agreement (Attached to Amendment No. 2 as Exhibit A)

Exhibit B: Assignment Agreement

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.

Dated: May 22, 2003

OBSIDIAN PARTNERS, L.P.

By Obsidian Capital Company, LLC
Its Managing General Partner

By: /s/ Timothy S. Durham
----------------------------
Timothy S. Durham
Its: Managing Member

OBSIDIAN CAPITAL COMPANY, LLC

By: /s/ Timothy S. Durham
----------------------------
Timothy S. Durham
Its: Managing Member

/s/ Timothy S. Durham
-------------------------------
Timothy S. Durham

/s/ Terry G. Whitesell
-------------------------------
Terry G. Whitesell

/s/ Jeffrey W. Osler
-------------------------------
Jeffrey W. Osler

DIAMOND INVESTMENTS, LLC

By: /s/ Timothy S. Durham
----------------------------
Timothy S. Durham
Its: Managing Member

DURHAM WHITESELL AND ASSOCIATES, LLC

By:/s/ Timothy S. Durham
----------------------------
Timothy S. Durham
Its: Managing Member

FAIR HOLDINGS, INC.

By: /s/ Timothy S. Durham
----------------------------
Timothy S. Durham
Its: Chairman and CEO

EXHIBIT INDEX
Exhibit No. Description
------------------- -----------------------------------------------------------
------------------- -----------------------------------------------------------
A Joint Filing Agreement (Attached to Amendment No. 2 as
Exhibit A)
B Assignment Agreement

EXHIBIT B

ASSIGNMENT AGREEMENT

THIS ASSIGNMENT AGREEMENT ("Agreement") dated this 12th day of May 2003 is
by and between Fair Holdings, Inc. ("Fair"), an Ohio corporation, and Obsidian
Enterprises, Inc.("Obsidian"), a Delaware corporation.

Recitals

WHEREAS, Obsidian entered into a certain Put Option Agreement with
Markpoint Equity Growth Fund, J.V. ("Markpoint') dated January 27, 2003 ("Put
Agreement") whereby Obsidian issued to Markpoint 32,143 shares of Obsidian's
Series D Preferred Stock and also granted to Markpoint an option to require the
Corporation to purchase 16,072 shares of the preferred stock from May 1, 2003 to
June 1, 2003 and 16,071 shares during the period November 1, 2003 to December 1,
2003 for $21.00 per share (the "Put Option");

WHEREAS, Fair has agreed to make such payments to Markpoint as may become
due and payable by Obsidian upon Markpoint exercising its Put Option rights in
exchange for an assignment of Obsdian's rights, title and interests in and to
the Series D Preferred Stock Obsidan issued to Markpoint;

NOW THEREFORE, for the consideration stated herein and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows:

Terms

1. Assumption of Obligations by Fair: Obsidian hereby assigns and Fair hereby
assumes Obsidian's obligations to make payments to Markpoint upon Markpoint
exercising the Put Option, as provided in the Put Agreement.

2. Notice of Exercising Put Option: Within one (1) business day of Obsidian's
receipt of a Notice of Exercising Put Option from Markpoint, Obsidian shall
notify Fair of Obsidian's receipt of such notice from Markpoint.

3. Payments by Fair: Fair shall pay to Markpoint within five (5) days from the
date of the Notice Of Exercising Put Option all such amounts as shall
become due and payable to Markpoint by virtue of Markpoint having exercised
the Put Option.

4. Rights to Stock: In exchange for Fair agreeing to assume Obsidian's
obligations to make such payments to Markpoint, Obsidian hereby transfers
and assigns all of its rights, title and interests in and to the Obsidian
Series D Preferred Stock issued to Markpoint for which payment is made by
Fair to Markpoint under the Notice of Exercising Put Option.

5. Fair's Representations and Warranties. Fair hereby represents and warrants
to Obsidian that:

a. Fair has full power and authority to enter into this Agreement which
has been duly executed and delivered by Fair and constitutes its valid
and legally binding obligation, enforceable in accordance with its
terms except (i) as limited by applicable bankruptcy, insolvency,
reorganization, moratorium, and other laws of general application
affecting enforcement of creditors' rights generally and (ii) as
limited by laws relating to the availability of specific performance,
injunctive relief, or other equitable remedies.

b. This Agreement does not violate any other agreement to which Fair is a
party or any agreement or law of which Fair is aware.

c. This Agreement is made with Obsidian in reliance upon Fair's
representation to Obsidian, which by Fair's execution of this
Agreement hereby confirms, that the shares of Obsidian's Series D
Stock to be received by Fair in connection herewith and the Common
Stock issuable upon conversion thereof (collectively, the
"Securities") will be acquired for investment for Fair's own account,
not as a nominee or agent, and not with a view to the resale or
distribution of any part thereof, and that Fair has no present
intention of selling, granting any participation in, or otherwise
distributing the same in contravention of applicable securities laws.
By executing this Agreement, Fair further represents that Fair does
not have any contract, undertaking, agreement or arrangement with any
person to sell, transfer or grant participations to such person or to
any third person, with respect to any of the Securities in
contravention of applicable securities laws.

d. Fair has received all the information it considers necessary or
appropriate for deciding whether to acquire the shares of Obsidian's
Series D Stock. Fair further represents that it has had an opportunity
to ask questions and receive answers from Obsidian regarding the terms
and conditions of the offering of the shares of Obsidian's Series D
Stock and the business, properties, prospects and financial condition
of Obsidian.

e. Fair is an investor in securities of companies and acknowledges that
it is able to fend for itself, can bear the economic risk of its
investment, and has such knowledge and experience in financial or
business matters that it is capable of evaluating the merits and risks
of the investment in the shares of Obsidian's Series D Stock. Fair
also represents it has not been organized for the purpose of acquiring
the shares of Obsidian's Series D Stock.

f. Fair is an "accredited investor" within the meaning of Securities and
Exchange Commission ("SEC") Rule 501 of Regulation D, as presently in
effect.

g. Fair understands that the Securities are characterized as "restricted
securities" under the federal securities laws inasmuch as they are
being acquired in a transaction not involving a public offering and
that under such laws and applicable regulations such securities may be
resold without registration under the Securities Act of 1933, as
amended (the "Act"), only in certain limited circumstances. In this
connection, Fair represents that it is familiar with SEC Rule 144, as
presently in effect, and understands the resale limitations imposed
thereby and by the Act.

h. Without in any way limiting the representations set forth above, Fair
further agrees not to make any disposition of all or any portion of
the Securities unless and until the transferee has agreed in writing
for the benefit of Obsidian to be bound by the restrictions set forth
on the Series D Stock, and:

i. There is then in effect a registration statement under the Act
covering such proposed disposition and such disposition is made
in accordance with such registration statement; or

ii. (A) Fair shall have notified Obsidian of the proposed disposition
and shall have furnished Obsidian with a detailed statement of
the circumstances surrounding the proposed disposition, and (B)
if reasonably requested by Obsidian, Fair shall have furnished
Obsidian with an opinion of counsel, reasonably satisfactory to
Obsidian that such disposition will not require registration of
such shares under the Act. Obsidian agrees that it will not
require opinions of counsel for transactions made pursuant to
Rule 144 except in unusual circumstances.

i. No transfer, sale or hypothecation of any of the Series D Stock or the
Securities may be made, whether by operation of law or otherwise,
unless as a condition of such transfer the transferee of the Series D
Stock and any Proceeds agrees to be bound by all of the obligations of
the Fair hereunder. No transfer of any of the Series D Stock, or of
any Proceeds, shall be recorded on the books and records of the
Obsidian, and no replacement certificates shall be issued, until the
proposed transferee has executed and delivered an assignment and
assumption agreement with respect to Fair's obligations hereunder in
form and substance reasonably satisfactory to Obsidian.

6. Restricted Stock: Fair understands that the certificates evidencing the
Securities may bear one or all of the following legends:

"THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE,
PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN
EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR AN OPINION OF
COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED
OR UNLESS SOLD PURSUANT TO RULE 144 OF SUCH ACT."

"THE SECURITIES EVIDENCED HEREBY ARE SUBJECT TO A PUT OPTION AGREEMENT BY
AND BETWEEN THE STOCKHOLDER AND THE COMPANY. COPIES OF SUCH AGREEMENT MAY
BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY. BY
ACCEPTING ANY INTEREST IN SUCH SHARES THE PERSON ACCEPTING SUCH INTEREST
SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY ALL THE PROVISIONS OF
SAID PUT OPTION AGREEMENT."

7. Further Instruments and Actions. The Parties agree to execute such further
instruments and to take such further action as may reasonably be necessary
to carry out the intent of this Agreement.

8. Entire Agreement. This Agreement contains the entire understanding of the
parties hereto with respect to the subject matter hereof, supersedes all
other agreements between or among any of the Parties with respect to the
subject matter hereof. This Agreement shall be interpreted under the laws
of the State of Indiana without reference to conflicts of law provisions.

9. Amendments and Waivers. Any term of this Agreement may be amended and the
observance of any term of this Agreement may be waived (either generally or
in a particular instance and either retroactively or prospectively), only
with the written consent of Obsidian and Fair. Any amendment or waiver
effected in accordance with this paragraph shall be binding upon the
Parties and their respective successors and assigns.

In Witness Whereof, the parties have executed this Agreement as of the date
first written above, but shall not be effective until approved by the Board of
Directors of Obsidian.

Obsidian Enterprises, Inc. Fair Holdings, Inc.

By:/s/ Timothy S. Durham By:/s/ Timothy S. Durham
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President President