OBSIDIAN ENTERPRISES, INC.

    CODE OF ETHICS FOR CHIEF EXECUTIVE OFFICER AND SENIOR FINANCIAL OFFICERS

     THIS CODE OF ETHICS  (this  "Code")  of  OBSIDIAN  ENTERPRISES,  INC.  (the
"Company")  applies to the Company's Chief Executive  Officer ("CEO") and Senior
Financial  Officers.  The  term  "Senior  Financial  Officer"  means  the  Chief
Financial  Officer and any other person or persons  performing  the functions of
principal financial officer and/or principal accounting officer for the Company.

     The  purpose  of the Code is to deter  wrongdoing  and  promote  honest and
ethical  conduct.  The CEO and  Senior  Financial  Officers  are  subject to the
following specific policies:

     1.   The CEO and Senior Financial  Officers are responsible for full, fair,
          accurate,  timely and  understandable  disclosure  in the  reports and
          documents the Company files with,  or submits to, the  Securities  and
          Exchange Commission and in other public  communications.  Accordingly,
          it is the  responsibility of the CEO and each Senior Financial Officer
          to  promptly  bring to the  attention  of the  Chairman  of the  Audit
          Committee (the "Contact Person") any material  information of which he
          or she may  become  aware that  affects  the  disclosures  made by the
          Company in its public filings or other public  communications  or that
          otherwise  may assist the  Company in  fulfilling  its  reporting  and
          disclosure responsibilities.

     2.   The CEO and each Senior Financial  Officer shall promptly bring to the
          attention  of the Contact  Person any  information  he or she may have
          concerning:

          o    Significant  deficiencies  in the design or operation of internal
               controls that could  adversely  affect the  Company's  ability to
               record, process, summarize and report financial data; or

          o    Any fraud,  whether or not material,  that involves management or
               other  employees  who have a  significant  role in the  Company's
               financial reporting, disclosures or internal controls.

     3.   The CEO and each Senior Financial  Officer shall promptly bring to the
          attention  of the Contact  Person any  information  he or she may have
          concerning:

          o    Any actual or apparent conflicts of interest between personal and
               professional  relationships  that involve any management or other
               employees who have a significant role in the Company's  financial
               reporting, disclosures or internal controls;

          o    Evidence of a material violation of the securities laws, rules or
               regulations or other laws, rules or regulations applicable to the
               Company and the operation of its business,  by the Company or any
               agent of the Company; or

          o    Any other violation of this Code.

4.   After appropriate investigation, the Contact Person shall report violations
     and  potential  violations of this Code to the Audit  Committee.  The Audit
     Committee shall take all appropriate action to investigate such violations.
     If the  Audit  Committee  determines  that a  violation  of this  Code  has
     occurred, it shall notify the Board of Directors and the Board of Directors
     shall take such disciplinary or other action as it deems appropriate.

5.   Any waiver of this Code may be made only by the Board of  Directors  or the
     Audit  Committee and shall be promptly  disclosed as required by applicable
     law, rule or regulation.

6.   Any  amendment of this Code may be made only by the Board of Directors  and
     shall  be  promptly  disclosed  as  required  by  applicable  law,  rule or
     regulation.