Exhibit 3.1

                          CERTIFICATE OF INCORPORATION

                                       OF

                           OBSIDIAN ENTERPRISES, INC.

     First. The name of the Corporation is Obsidian Enterprises, Inc.

     Second. The Corporation will have perpetual existence.

     Third.  The  purpose of the  Corporation  is to engage in any lawful act or
activity  for which  corporations  may be organized  under the Delaware  General
Corporation Law.

     Fourth.   The  aggregate  number  of  shares  of  capital  stock  that  the
Corporation will have authority to issue is  45,000,000,40,000,000 of which will
be shares of common stock, having a par value of $.0001 per share, and 5,000,000
of which  will be shares  of  preferred  stock,  having a par value of $.001 per
share.

     Preferred  stock may be issued in one or more  series as may be  determined
from time to time by the Board of  Directors.  All  shares of any one  series of
preferred stock will be identical  except as to the dates of issue and the dates
from which  dividends  on shares of the series  issued on  different  dates will
cumulate,  if cumulative.  Authority is hereby expressly granted to the Board of
Directors  to authorize  the issuance of one or more series of preferred  stock,
and to fix by  resolution  or  resolutions  providing for the issue of each such
series   the   voting   powers,   designations,   preferences,   and   relative,
participating,  optional,  redemption,  conversion,  exchange  or other  special
rights,  qualifications,  limitations or  restrictions  of such series,  and the
number of shares in each series,  to the full extent now or hereafter  permitted
by law.

     Fifth. No stockholder of the Corporation  will, solely by reason of holding
shares of any class,  have any preemptive or  preferential  right to purchase or
subscribe for any shares of the Corporation,  now or hereafter to be authorized,
or any notes, debentures, bonds or other securities convertible into or carrying
warrants, rights or options to purchase shares of any class, now or hereafter to
be  authorized,  whether or not the  issuance  of any such shares or such notes,
debentures,  bonds or other  securities  would  adversely  affect the  dividend,
voting  or any other  rights of such  stockholder.  The Board of  Directors  may
authorize the issuance of, and the Corporation may issue, shares of any class of
the Corporation, or any notes, debentures, bonds or other securities convertible
into or  carrying  warrants,  rights or options  to  purchase  any such  shares,
without offering any shares of any class to the existing holders of any class of
stock of the Corporation.



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     Sixth.  At all  meetings of  stockholders,  a quorum will be present if the
holders  of a  majority  of the  shares  entitled  to  vote at the  meeting  are
represented at the meeting in person or by proxy.

     Seventh.  Stockholders  of the  Corporation  will  not  have  the  right of
cumulative voting for the election of directors or for any other purpose.

     Eighth.  The Board of Directors is expressly  authorized to alter, amend or
repeal the Bylaws of the Corporation or to adopt new Bylaws.

     Ninth.  (a) The  Corporation  will, to the fullest extent  permitted by the
Delaware  General  Corporation  Law,  as the same  exists  or may  hereafter  be
amended,  indemnify any and all persons it has power to indemnify under such law
from and  against  any and all of the  expenses,  liabilities  or other  matters
referred  to in or covered by such law.  Such  indemnification  may be  provided
pursuant to any Bylaw, agreement vote of stockholders or disinterested directors
or  otherwise,  both as to action in his director or officer  capacity and as to
action in another  capacity  while  holding such office,  will  continue as to a
person who has ceased to be a director,  officer,  employee  or agent,  and will
inure to the  benefit  of the  heirs,  executors  and  administrators  of such a
person.

     (b) If a claim under the preceding paragraph (a) is not paid in full by the
Corporation  within 30 days  after a  written  claim  has been  received  by the
Corporation,  the  claimant  may at any time  thereafter  bring suit against the
Corporation  to recover  the unpaid  amount of the claim and, if  successful  in
whole or in part,  the claimant  will be entitled to be paid also the expense of
prosecuting  such claim.  It will be a defense to any such action (other than an
action  brought  to  enforce a claim for  expenses  incurred  in  defending  any
proceeding in advance of its final disposition  where the required  undertaking,
if any is required,  has been tendered to the Corporation) that the claimant has
not met the standards of conduct that make it permissible  under the laws of the
State of Delaware for the  Corporation  to indemnify the claimant for the amount
claimed,  but the burden of proving  such  defense  will be on the  Corporation.
Neither  the  failure  of the  Corporation  (including  its Board of  Directors,
independent  legal counsel,  or its  stockholders)  to have made a determination
prior to the commencement of such action that indemnification of the claimant is
proper  in the  circumstances  because  he has met the  applicable  standard  of
conduct  set  forth  in the  laws  of  the  State  of  Delaware  nor  an  actual
determination by the Corporation (including its Board of Directors,  independent
legal  counsel,  or its  stockholders)  that  the  claimant  has  not  met  such
applicable  standard  of  conduct,  will be a defense  to the action or create a
presumption that the claimant has not met the applicable standard of conduct.

     Tenth. To the fullest extent permitted by the laws of the State of Delaware
as the same exist or may  hereafter  be amended,  a director of the  Corporation
will not be liable to the Corporation or its  stockholders  for monetary damages
for breach of fiduciary duty as a director.



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Any repeal or  modification  of this  Article  will not  increase  the  personal
liability of any director of the  Corporation  for any act or occurrence  taking
place  before  such repeal or  Modification,  or  adversely  affect any right or
protection of a director of the Corporation  existing at the time of such repeal
or modification.  The provisions of this Article shall not be deemed to limit or
preclude indemnification of a director by the Corporation for any liability of a
director that has not been eliminated by the provisions of this Article.

     Eleventh.  The address of the  Corporation's  initial  registered office is
1209 Orange Street,  Wilmington,  Delaware, 19801, County of New Castle, and the
name of its initial  registered  agent at that address is The Corporation  Trust
Company.

     Twelfth.  The  number  of  directors  constituting  the  initial  Board  of
Directors  of the  Corporation  is seven and the names and mailing  addresses of
such persons,  who are to serve as directors  until the first annual  meeting of
the stockholders or until their successors are elected and qualified, are:

Name                                          Address

Timothy S. Durham                             Obsidian Capital Co., LLC
                                              111 Monument Circle
                                              Suite 3680
                                              Indianapolis IN 46204

Terry G. Whitesell                            Obsidian Capital Co., LLC
                                              111 Monument Circle
                                              Suite 3680
                                              Indianapolis IN 46204

Jeffrey W. Osler                              Obsidian Capital Co. LLC
                                              111 Monument Circle
                                              Suite 3680
                                              Indianapolis IN 46204

Goodhue Smith, III                            Duncan-Smith Co.
                                              311 Third
                                              San Antonio, TX 78205

John A. Schmit                                Renaissance Capital Partners
                                              8080 N. Central Expressway
                                              Suite 210
                                              Dallas, TX 75206


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Scott McKain                                  Obsidian Capital Co., LLC
                                              111 Monument Circle
                                              Suite 3680
                                              Indianapolis, IN 46204

Daniel S. Laikin                              Obsidian Capital Co. LLC
                                              111 Monument Circle
                                              Suite 3680
                                              Indianapolis IN 46204

     Hereafter,  the number of directors  will be determined in accordance  with
the Bylaws of the Corporation.

     Thirteen.  The powers of the incorporator will terminate upon the filing of
this Certificate. The name and mailing address of the incorporator are:

Name                                           Address

Alicia P. Boston                               901 Main Street
                                               Suite 6000
                                               Dallas. Texas 75202

Executed as of the 4th day of October, 2001.


                                               /s/ Alicia P. Boston
                                               ---------------------------------
                                               Alicia P. Boston
                                               Incorporator