Exhibit 3.4

             CERTIFICATE OF THE DESIGNATIONS,PREFERENCES, RIGHTS AND
      LIMITATIONS OF SERIES D PREFERRED STOCK OF OBSIDIAN ENTERPRISES, INC.

     Pursuant to Section 151 of the General Corporation Law of the State of
                                    Delaware


     OBSIDIAN ENTERPRISES,  INC., a corporation organized and existing under the
General Corporation Law of the state of Delaware (the "Corporation"),

         DOES HEREBY CERTIFY:

     That,  pursuant to the authority expressly vested in the Board of Directors
by Article Fourth of the Certificate of Incorporation  of the  Corporation,  and
pursuant to the provisions of Section 151 of the General  Corporation Law of the
State of  Delaware,  the Board of Directors  duly  adopted by unanimous  written
consent dated as of October 24, 2002, a resolution providing for the issuance of
up to Two Hundred Thousand  (200,000) shares of Series D Preferred Stock,  which
resolution is as follows:

     RESOLVED, that pursuant to the authority expressly granted to and vested in
the Board of Directors of the Corporation by the provisions of Article Fourth of
the Certificate of Incorporation of the Corporation,  as amended,  this Board of
Directors hereby creates a series of the Preferred  Stock,  $0.001 par value, of
the Corporation to consist of Two Hundred Thousand  (200,000)  shares,  and this
Board of Directors hereby fixes the designation and the powers,  preferences and
rights,  and the  qualifications,  limitations or restrictions  thereon,  of the
shares of such series (in addition to the powers,  preferences  and rights,  and
the  qualifications,  limitations  or  restrictions  thereon,  set  forth in the
Certificate of Incorporation,  as amended, which are applicable to all series of
the Preferred Stock, $0.001 par value, of the Corporation) as follows:

     Two Hundred Thousand  (200,000) shares of Preferred Stock, par value $0.001
per share, of the  Corporation  are hereby  constituted as a series of Preferred
Stock designated as "Series D Preferred Stock" (hereinafter called the "Series D
Stock") with the powers, preferences and rights hereinafter set forth.

     1.  Designation  and Number of Shares.  The  designation  of such series of
Preferred Stock, $0.001 par value per share, authorized by this resolution shall
be Series D Convertible  Preferred  Stock  ("Series D  Preferred").  The maximum
number of  authorized  shares of the  Series D  Preferred  shall be Two  Hundred
Thousand (200,000) and no more.

     2. Rank. The Series D Preferred shall,  with respect to dividend rights and
rights upon  liquidation,  winding up and dissolution of the  Corporation,  rank
par' passu with any other series of other equity  securities of the Corporation,
including the common stock,  par value $.001 per share  ("Common  Stock") of the
Corporation,  and shall  participate  in any such event on an "as-if  'converted
basis.
<PAGE>

     3. Voting Rights.  The holders of Series D Preferred shall: (i) be entitled
to  cast  on  each  matter  submitted  to a  vote  of  the  stockholders  of the
Corporation  the number of votes  equal to the number of shares of Common  Stock
into which such  shares of Series D  Preferred  could be  converted  pursuant to
paragraph 4 hereof,  at the record date for the  determination  of  stockholders
entitled to vote on such matters or, if no such record date is  established,  at
the date  such  vote is taken or any  written  consent  of the  stockholders  is
solicited;  (ii) have voting  rights and powers  equal to the voting  rights and
powers of the Common Stock  except as otherwise  stated in 3(i) above in respect
of the number of votes each share of Series D Preferred is  entitled;  and (iii)
be  entitled  to notice of any  stockholders'  meeting  in  accordance  with the
By-Laws of the  Corporation.  Fractional  Votes shall not be  permitted  and any
fractional voting resulting from the above formula (after aggregating all shares
into which shares of Series D Preferred  held by each holder could be converted)
shall be rounded to the  nearest  whole  number  (with  one-half  being  rounded
upward).  Except as otherwise  provided below or by law, the holders of Series D
Preferred  and the  holders of Series C Preferred  Stock and Common  Stock shall
vote  together  as a single  class and not as  separate  classes on all  matters
submitted to a vote of the Corporation's stockholders.

     4. Conversion, Adjustments and Registration Rights.

     (a) The shares of Series D Preferred  shall be convertible at the option of
any  holder of record  thereof,  in whole or in part,  any time and from time to
time until 5:00 p.m.,  EST, on the date the  Corporation  causes a  registration
statement  filed  pursuant to Section 6 of the  Securities  Act (as  hereinafter
defined) to become  effective as to any of the shares of Common Stock into which
any of the shares of the Series D Preferred have been converted are convertible.
The shares of Series D Preferred are  convertible  pro-rata into an aggregate of
Thirty-Five Million (35,000,000) fully paid and non-assessable  shares of Common
Stock (or pro rata portion thereof as applicable), as hereinafter provided.

     (b) Before any holder of shares of Series D Preferred  shall be entitled to
convert  the same  into  Common  Stock,  he shall  deliver  the  certificate  or
certificates  therefore,  duly endorsed, at the office of the Corporation or the
Corporation's  transfer  agent,  if any,  and shall give  written  notice to the
Corporation  that he elects to convert all or part of the shares  represented by
the certificate or  certificates  and shall state in writing therein the name or
names in which he wishes the certificate or certificates  for Common Stock to be
issued.  Conversion shall be deemed to have been made effective on the date when
such  delivery is made,  and such date is referred to herein as the  "Conversion
Date".  The  Corporation  will,  as soon as  practicable  thereafter,  issue and
deliver to such  holder of shares of Series D  Preferred,  or to his  nominee or
nominees, certificates for the number of full shares of Common Stock to which he
shall be entitled as aforesaid.

     (c) In case the Corporation shall consolidate or merge into or with another
corporation, or in case the Corporation shall sell or convey to any other person
or persons all or substantially  all the assets of the  Corporation,  and in any
such  transaction  in which the Common Stock (but not the Series D Preferred) is
converted into or exchanged for securities, cash, or other property, each holder
of Series D  Preferred  then  outstanding  shall  have the right  thereafter  to
convert each share of Series D Preferred held by him into the kind and amount of
shares  of stock,  other  securities,  cash and  property  receivable  upon such
consolidation, merger, sale or conveyance by a holder of the number of shares of
Common  Stock  into  which  such  share of Series D  Preferred  was  convertible
immediately prior to such consolidation,  merger, sale or conveyance,  and shall
have no other  conversion  rights.  In any event,  effective  provision shall be
made,  in the  certificate  or articles of  incorporation  of the  resulting  or
surviving  corporation  or otherwise in any contracts of sale and  conveyance so
that, so far as  appropriate  and as nearly as reasonably may be, the provisions
set forth herein for the protection of the  conversion  rights of the holders of
shares of the Series D Preferred shall  thereafter be applicable and effectively
included in such  certificate,  articles of incorporation,  or contract,  as the
case may be.
<PAGE>

     (d)  Subject  to  approval  thereof  by the  shareholders  of the  Company,
including  the holders of the Series D Preferred  voting as a single  class with
the holders of the Series C Preferred Stock and Common Stock of the Company, the
Corporation  shall  amend  its  Certificate  of  Incorporation  to  authorize  a
sufficient  number of shares of common  stock to convert  the shares of Series D
Preferred to Common Stock and shall reserve out of its  authorized  but unissued
shares  of  Common  Stock,  or its  shares of  Common  Stock  held in  treasury,
sufficient  shares of Common  stock to permit  the  conversion  of the  Series D
Preferred  at all times.  All shares of Common  Stock,  which may be issued upon
conversion of the Series D Preferred,  shall be validly  issued,  fully paid and
non-assessable.  Following such Amendment to the  Certificate of  Incorporation,
the  Corporation  shall not amend,  alter or repeal this  Certificate of Powers,
Designations,  Preferences,  and Rights in any way which  adversely  affects the
rights of the  holders  of the Series D  Preferred,  without  the prior  written
consent of the holders of a majority of the then outstanding  shares of Series D
Preferred.

     (e) The  issuance  of  certificates  for  shares of Common  Stock  upon the
conversion of shares of Series D Preferred  shall be made without  charge to the
holders  of shares  of Series D  Preferred  converting  such  shares of Series D
Preferred  for any  issue  or  stamp  tax in  respect  of the  issuance  of such
certificates,  and such certificates shall be issued in the respective names of,
or in such  names as may be  directed  by,  the  holders  of  shares of Series D
Preferred converted.

     (f) Shares of Common Stock held in the treasury of the  Corporation  may in
the  Corporation's  discretion be delivered upon any conversion of shares of the
Series D Preferred.

     (g) All certificates for the shares of Series D Preferred and any shares of
Common Stock issued upon  conversion  thereof shall bear the  following  legend:
"THE  SECURITIES  REPRESENTED  BY THIS  CERTIFICATE  HAVE  BEEN  ISSUED  WITHOUT
REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT")
OR QUALIFICATION  UNDER THE BLUE SKY LAWS OR ANY  JURISDICTION.  SUCH SECURITIES
MAY NOT BE SOLD, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF, BENEFICIALLY OR
ON THE RECORDS OF THE  CORPORATION,  UNLESS THE  SECURITIES  REPRESENTED BY THIS
CERTIFICATE  HAVE BEEN  REGISTERED  UNDER THE SECURITIES ACT AND QUALIFIED UNDER
APPLICABLE   BLUE  SKY  LAWS  OR  AN  EXEMPTION  FROM  SUCH   REGISTRATION   AND
QUALIFICATION IS AVAILABLE AS CONFIRMED IN AN OPINION OF COUNSEL SATISFACTORY TO
CORPORATION.

     IN WITNESS  WHEREOF,  Obsidian  Enterprises,  Inc. has caused hereunto this
certificate  to be  signed  by its  Chief  Executive  Officer  this  25th day of
October, 2002.

                                   OBSIDIAN ENTERPRISES, INC.


                                   By:      /s/ Timothy S. Durham
                                   -----------------------------------------
                                   Timothy S. Durham, Chief Executive Officer