THIS WARRANT AND THE SECURITIES  ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN
REGISTERED  UNDER THE SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD,  OFFERED FOR
SALE,  PLEDGED,  HYPOTHECATED,  OR OTHERWISE  TRANSFERRED  EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, OR AN OPINION
OF COUNSEL  SATISFACTORY TO THE COMPANY THAT  REGISTRATION IS NOT REQUIRED UNDER
SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT.


                             STOCK PURCHASE WARRANT


     This Stock  Purchase  Warrant  (this  Warrant,  dated  February 9, 2004, is
issued  to  HSBC  Global  Custody  Nominee  (UK)  Limited,  FBO  BFS US  Special
Opportunities  Trust PLC, a public  limited  company  registered  in England and
Wales (the Holder), by Obsidian  Enterprises,  Inc., a New York corporation (the
Company).

     1. Purchase of Shares.  Subject to the terms and conditions hereinafter set
forth,  the Holder is entitled,  upon surrender of this Warrant at the principal
office of the Company (or at such other  place as the Company  shall  notify the
holder  hereof in writing),  to purchase  from the Company  8,000 fully paid and
non-assessable  shares of Common stock, no par value (the Common Stock),  of the
Company (as adjusted pursuant to Section 7 hereof,  the Shares) for the purchase
price specified in Section 2 below.

     2. Purchase  Price.  The purchase  price for the Shares is $0.20 per share.
Such price shall be subject to  adjustment  pursuant  to Section 7 hereof  (such
price,  as  adjusted  from time to time,  is herein  referred  to as the Warrant
Price).

     3. Exercise Period.  This Warrant is exercisable in whole or in part at any
time from the date hereof through February 9, 2007.

     4.  Method  of  Exercise.   While  this  Warrant  remains  outstanding  and
exercisable  in accordance  with Section 3 above,  the Holder may  exercise,  in
whole or in part, the purchase rights evidenced  hereby.  Such exercise shall be
effected by:

          (a) surrender of this  Warrant,  together with a duly executed copy of
     the form of  Exercise  Notice  attached  hereto,  to the  Secretary  of the
     Company at its  principal  officer,  and the  payment to the  Company of an
     amount equal to the aggregate purchase price for the number of Shares being
     purchased; or

          (b) if the Company's  Common Stock is publicly traded as of such date,
     the instruction to retain that number of Shares having a value equal to the
     aggregate  exercise  price of the Shares as to which this  Warrant is being
     exercised and to issue to the Holder the remainder of such Shares  computed
     using the following formula:

                        Y(A-B)
                  X = ----------
                          A

Where: X = the number of shares of Common Stock to be issued to the Holder.

     Y  =  the  number of shares of Common  Stock as to which  this  Warrant is
           being exercised.

     A  =  the fair market value of one share of Common Stock.

     B  =  the Warrant Price.

          As used  herein,  the fair market  value of one share of Common  Stock
          shall mean:

               (1) Except in the  circumstances  described  in clause (2) or (3)
          hereof,  the closing price of the Company's  Common Stock, as reported
          in the WALL STREET JOURNAL,  on the trading day  immediately  prior to
          the date of exercise;

               (2)  If  such   exercise  is  in   conjunction   with  a  merger,
          acquisition,  or other consolidation  pursuant to which the Company is
          not the  surviving  entity,  the value  received by the holders of the
          Common Stock pursuant to such transaction for each share; or

               (3) If such exercise is in  conjunction  with the initial  public
          offering of the  Company,  the price at which the Common Stock is sold
          to the public in such offering.

     5.  Certificates  for  Shares.  Upon the  exercise of the  purchase  rights
evidenced by this Warrant,  one or more certificates for the number of Shares so
purchased  shall be issued as soon as practicable  thereafter,  and in any event
within thirty (30) days of the delivery of the subscription notice.

     6. Reservation of Shares.  The Company  covenants that it will at all times
keep available such number of authorized  shares of its Common Stock,  free from
all preemptive  rights with respect thereto,  which will be sufficient to permit
the exercise of this Warrant for the full number of Shares specified herein. The
Company further covenants that such Shares, when issued pursuant to the exercise
of this Warrant,  will be duly and validly issued, fully paid and non-assessable
and free from all taxes, liens and charges with respect to the issuance thereof.

     7. Adjustment of Warrant Price and Number of Shares. The number and kind of
securities purchasable upon exercise of this Warrant and the Warrant Price shall
be subject to adjustment from time to time as follows:

          (a) Stock Dividends,  Subdivisions,  Combinations and Other Issuances.
     If the Company  shall at any time prior to the  expiration  of this Warrant
     subdivide its Common Stock, by stock split or otherwise, combine its Common
     Stock or issue  additional  shares of its Common  Stock as a dividend  with
     respect to any shares of its Common Stock, the number of Shares issuable on
     the exercise of this Warrant shall forthwith be  proportionately  increased
     in  the  case  of a  subdivision  or  stock  dividend  and  proportionately
     decreased in the case of a combination.  Appropriate adjustments shall also
     be made to the purchase price payable per share, but the aggregate purchase
     price payable for the total number of Shares purchasable under this Warrant
     (as adjusted) shall remain the same. Any adjustment under this Section 7(a)
     shall become effective at the close of business on the date the subdivision
     or combination becomes effective or as of the record date of such dividend,
     or, in the  event  that no record  date is fixed,  upon the  making of such
     dividend.

          (b) Reclassification,  Reorganization,  Merger, Sale or Consolidation.
     In the  event  of any  reclassification,  capital  reorganization  or other
     change in the  Common  Stock of the  Company  (other  than as a result of a
     subdivision,  combination  or stock  dividend  provided  for in Section (a)
     above) or in the event of a consolidation  or merger of the Company with or
     into, or the sale of all or substantially  all of the properties and assets
     of the Company, to any person, and the connection  therewith  consideration
     is  payable  to  holders  of  Common  Stock  in cash,  securities  or other
     property,  then as a condition of such reclassification,  reorganization or
     change, consolidation,  merger or sale, lawful provision shall be made, and
     duly  executed  documents  evidencing  the same shall be  delivered  to the
     Holder,  so that the  Holder  shall have the right at any time prior to the
     expiration  of this  Warrant to  purchase,  at a total  price equal to that
     payable upon the exercise of this Warrant  immediately prior to such event,
     the kind and amount of cash,  securities  or other  property  receivable in
     connection   with  such   reclassification,   reorganization   or   change,
     consolidation,  merger or sale, by a holder of the same number of shares of
     Common Stock as were  exercisable by the Holder  immediately  prior to such
     reclassification,  reorganization or change, consolidation, merger or sale.
     In any such case,  appropriate provisions shall be made with respect to the
     rights and  interest  of the  Holder so that the  provisions  hereof  shall
     thereafter be applicable  with respect to any cash,  securities or property
     deliverable upon exercise hereof. Notwithstanding the foregoing, (i) if the
     Company merges or consolidates  with, or sells all or substantially  all of
     its property and assets to, any other person,  and consideration is payable
     to holders of Common Stock in exchange for their Common Stock in connection
     with such merger,  consolidation  or sale which consists solely of cash, or
     (ii) in the event of the  dissolution,  liquidation  or  winding  up of the
     Company,  then the Holder shall be entitled to receive distributions on the
     date of such  event on an equal  basis with  holders of Common  Stock as if
     this Warrant had been exercised  immediately  prior to such event, less the
     Warrant  Price.  Upon  receipt of such  payment,  if any, the rights of the
     Holder shall terminate and cease, and this Warrant shall expire. in case of
     any  such  merger,  consolidation  or  sale of  assets,  the  surviving  or
     acquiring  person  and,  in the event of any  dissolution,  liquidation  or
     winding up of the Company,  the Company  shall  promptly,  after receipt of
     this surrendered Warrant, make payment by delivering a check in such amount
     as is appropriate (or, in the case of  consideration  other than case, such
     other consideration as is appropriate) to such person as it may be directed
     in writing by the Holder surrendering this Warrant.

          (c) Certain Distributions. In case the Company shall fix a record date
     for the  making  of a  dividend  or  distribution  of cash,  securities  or
     property  to all  holders  of Common  Stock  (excluding  any  dividends  or
     distributions  referred  to in Sections  7(a) or 7(b) above,  the number of
     Shares  purchasable upon an exercise of this Warrant after such record date
     shall be adjusted to equal the product  obtained by multiplying  the number
     of Shares purchasable upon an exercise of this Warrant immediately prior to
     such record date by a fraction, the numerator of which shall be the Warrant
     Price immediately prior to such distribution,  and the denominator of which
     shall be the Warrant Price immediately prior to such distribution, less the
     fair market  value per Share,  as  determined  by the Holder,  of the cash,
     securities  or  property  so  distributed.  Such  adjustment  shall be made
     successively  whenever  any  such  distribution  is made and  shall  become
     effective on the effective date of distribution.

     8. Pre-Exercise Rights. Prior to exercise of this Warrant, the Holder shall
not be  entitled  to any rights of a  shareholder  with  respect to the  Shares,
including without limitation,  the right to vote such Shares, receive preemptive
rights or be  notified  of  shareholder  meetings,  and the Holder  shall not be
entitled to any notice or other communication concerning the business or affairs
of the Company.

     9. Restricted Securities.  The Holder understands that this Warrant and the
Shares purchasable  hereunder constitute restricted securities under the federal
securities  laws  inasmuch  as they are  being,  or will be,  acquired  from the
Company in transactions not involving a public offering and accordingly may not,
under such laws and applicable  regulations,  be resold or  transferred  without
registration  under the  Securities  Act of 1933,  as amended,  or an applicable
exemption from registration.  In this connection,  the Holder  acknowledges that
Rule 144 of the  Securities  and Exchange  Commission is not now, and may not in
the future be,  available  for resales of the Shares  purchased  hereunder.  The
Holder further acknowledges that the Shares and any other securities issued upon
exercise of this Warrant  shall bear a legend  substantially  in the form of the
legend appearing on the face hereof.

     10.  Certification  of Investment  Purpose.  Unless a current  registration
statement under the Securities Act of 1933, as amended,  shall be in effect with
respect to the securities to be issued upon exercise of this Warrant, the Holder
hereof,  by accepting  this  Warrant,  covenants and agrees that, at the time of
exercise hereof, the Holder will deliver to the Company a written  certification
that the securiti4es acquired by the Holder are acquired for investment purposes
only and that such  securities  are not acquired  with a view to, or for sale in
connection with, any distribution thereof.

     11.  Registration  Rights.  This Warrant and the Shares shall be subject to
the  registration  rights set forth in the  Registration  Rights Agreement dated
June 21, 2001 and the Amendment  and Joinder to  Registration  Rights  Agreement
dated July 19,  2001,  by and among the Holder and the  Company,  and the Holder
shall be entitled to all rights and benefits thereof.

     12. Successors and Assigns.  The terms and provisions of this Warrant shall
inure to the  benefit  of, and be binding  upon,  the Company and the Holder and
their respective successors and assigns.

     13.  Governing Law. This Warrant shall be governed by the laws of the State
of Texas, excluding the conflicts of laws provisions thereof.

                                  OBSIDIAN ENTERPRISES, INC.



                                  By: /s/ Timothy S. Durham
                                      ------------------------------------------
                                      Timothy S. Durham
                                      Chairman and Chief Executive Officer
<PAGE>




                                 EXERCISE NOTICE


                                                   Dated ______________, _______

     The undersigned  hereby  irrevocably  elects to exercise the Stock Purchase
Warrant,  dated February 9, 2004,  issued by Obsidian  Enterprises,  Inc., a New
York  corporation  (the Company to the  undersigned  to the extent of purchasing
_______________ shares of Common Stock and hereby makes payment of $____________
in payment of the aggregate Warrant Price of such Shares.

                                  BFS US SPECIAL OPPORTUNITIES TRUST PLC



                                  By:      ___________________________________