Exhibit 3.2

                  CERTIFICATE OF THE DESIGNATIONS, PREFERENCES,
               RIGHTS AND LIMITATIONS OF SERIES C 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 at
a meeting held on October 5, 2001, a resolution providing for the issuance of up
to Four Million Six Hundred Thousand (4,600,000) shares of Series C 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, this Board of
Directors hereby creates a series of the Preferred Stock, $0.001 par value, of
the Corporation to consist of Four Million Six Hundred Thousand (4,600,000)
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:

         Four Million Six Hundred Thousand (4,600,000) 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 C Preferred Stock"
(hereinafter called the "Series C 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 C Convertible Preferred Stock ("Series C Preferred"). The maximum
number of authorized shares of the Series C Preferred shall be Four Million Six
Hundred Thousand (4,600,000) and no more.

         2. Rank. The Series C Preferred shall, with respect to dividend rights
and rights upon liquidation, winding up and dissolution of the Corporation, rank
pari 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.

         3.       Voting Rights.  The holders of Series C 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 C 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 C 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 C 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 C
Preferred and holders of 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 C Preferred shall be convertible at
the option of the holders 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 files a
Registration Statement (as hereinafter defined) as set forth in paragraph 4 (i)
below, pro-rata into an aggregate of Ninety Two Million (92,000,000) fully paid
and non-assessable shares of Common Stock, as hereinafter provided.

                  (b) Before any holder of shares of Series C 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 C 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 C
Preferred) is converted into or exchanged for securities, cash, or other
property, each holder of Series C Preferred then outstanding shall have the
right thereafter to convert each share of Series C 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 C 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 information 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 C Preferred shall thereafter be applicable
and effectively included in such certificate, articles of incorporation, or
contract, as the case may be.

                  (d) Subject to approval thereof by the shareholders of the
Company, including the holders of the Series C Preferred voting as a single
class with the holders of the 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 C 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 C Preferred at all times.
All shares of Common Stock, which may be issued upon conversion of the Series C
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 C Preferred, without the prior written consent of the holders of a
majority, the then outstanding shares of Series C Preferred.

                  (e) The issuance of certificates for shares of Common Stock
upon the conversion of shares of Series C Preferred shall be made without charge
to the holders of shares of Series C Preferred converting such shares of Series
C 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 C
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 C Preferred.

                  (g) All certificates for the shares of Series C 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 and Secretary this 9th
day of October, 2001.

                                  OBSIDIAN ENTERPRISES, INC.



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