Exhibit 10.35

                           REPLACEMENT PROMISSORY NOTE

$700,000.00                                  Indianapolis, Indiana
                                             Dated: February 26, 2002
                                             Final Maturity Date: March 1, 2007

This Promissory Note replaces a curtain Promissory Note of even date herewith by
and between Obsidian Enterprises, Inc. and DC Investments, LLC also in an amount
of $700,00 which is attached hereto.

     On or before March 1, 2007 ("Final Maturity"),  OBSIDIAN ENTERPRISES, INC.,
a  Delaware  corporation  (the  "Maker")  promises  to pay to the  order of FAIR
HOLDINGS,  INC., an Ohio corporation,  (the "Lender") at his principal office at
111 Monument Circle, Suite 4$00,  Indianapolis,  Indiana, the principal sutra of
SEVEN  RUNDRED  THOUSAND  AND  N01100  DOLLARS  ($700,000.00)  or so much of the
principal amount of the Loan represented by this Note as may be disbursed by the
Lender  under the terms  described  below,  and to pay  interest  on the  unpaid
principal balance outstanding from time to time as provided herein.

     The  principal  amount of the Loan  outstanding  from time to time shall be
determined  by reference to the books and records of the Lender and all payments
by the Maker on account of the Loan shall be  recorded.  Such books and  records
shall be deemed prima facia to be correct as to such matters.

     Each of the following shall constitute an Event of Default under this Note:

     (a)  Nonpayment  of Loan:  Default  in the  payment  when due of any amount
          payable  under the terms of this  Note,  or  otherwise  payable to the
          Lender or any holder of this Note under the terms of this Note;

     (b)  Bankruptcy, Insolvency, etc.: Maker admitting in writing the inability
          to pay his debts as they mature or an administrative or judicial order
          or  determination  of insolvency being entered against Maker; or Maker
          making a general  assignment for the benefit of creditors;  or, in the
          absence of such  application,  consent or  acquiescence,  a trustee or
          receiver  being  appointed  for  Maker  or a  substantial  part of his
          property and not being  discharged  within 60 days; or any bankruptcy,
          reorganization,  debt  arrangement,  or  other  proceeding  under  the
          bankruptcy  or  insolvency  law,  or any  dissolution  or  liquidation
          proceeding being instituted by or against Maker.

Interest on the unpaid balance of the Loan  outstanding  from time to time prior
to Final  Maturity  will  accrue at a per annum rate  equal to  Fifteen  percent
(15%).  Interest shall begin to accrue on the date of this Note and shall be due
and payable on the first day of each month until Final  Maturity.  Interest will
be calculated on the basis that an entire year's interest is earned in 360 days.

     Upon an Event of  Default,  including  failure to pay upon Final  Maturity,
Lender at his option may also, if permitted under applicable law, do one or both
of the  following:  (a) increase the  applicable  interest rate on this Note two
percent (2%) and (b) add any unpaid  accrued  interest to the principal and such
sum will bear interest thereon until paid at the rate provided in this Note. The
interest rate will not exceed the maximum rate permitted by applicable lava.

     The  entire  outstanding  principal  balance  of this Note shall be due and
payable,  together with accrued  interest,  at Final Maturity,  Principal may be
prepaid at anytime without penalty.

     If any installment of interest due under the terms of this Note is not paid
when due,  then the  Lender or any  subsequent  holder of this Note may,  at its
option and without notice,  declare the entire  principal amount of the Note and
al l accrued interest immediately due and payable.

     If  payment  is 10 days or  more  late,  Maker  will be  charged  5% of the
regularly  scheduled  payment.  Each late payment fee assessed  shall be due and
payable on the earlier of the next regularly  scheduled interest payment date or
the  maturity  of this  Note.  Waiver  by the  Lender  of any late  payment  fee
assessed,  or the failure of the Lender in any instance to assess a late payment
fee shall not be construed as a waiver by the Lender of its right to assess late
payment fees thereafter.

     Unless otherwise agreed to, in writing, or otherwise required by applicable
law,  payments  will be  applied  first to  accrued,  unpaid  interest,  then to
principal, and any remaining amount to any unpaid collection costs, late charges
and other charges, provided,  however, upon delinquency or other default, Lender
reserves the right to apply payment  among  principal,  interest,  late charges,
collection costs and other charges at its discretion.  All prepayments  shall be
applied to the  indebtedness  owing hereunder in such order and manner as Lender
may from time to time determine in his sole discretion.

     The Maker and any endorsers severally waive demand, presentment for payment
and notice of nonpayment of this Note, and each of them consents to any renewals
or extensions of the time of payment of this Note without notice.

     All  amounts  payable  under the terms of this Note shall be  payable  with
expenses of  collection,  including  attorneys'  fees,  and without  relief from
valuation and appraisement laws.

     This  Note  is  made  under  and  will  be  governed  in all  cases  by the
substantive laws of the State of Indiana  notwithstanding  the fact that Indiana
conflicts of law rules might otherwise  require the substantive  rules of law of
another jurisdiction to apply.

     THE MAKER AND  LENDER (BY  ACCEPTANCE  OF THIS  NOTE)  HEREBY  VOLUNTARILY,
KNOWINGLY,  IRREVOCABLY  AND  UNCONDITIONALLY  WAIVE  ANY  RIGHT  TO HAVE A JURY
PARTCIPATE  IN RESOLVING  ANY DISPUTE  (WHETHER  BASED UPON A CONTRACT,  TORT OR
OTHERWISE)  BETWEEN  MAKER AND LENDER  ARISING OUT OF OR ANY WAY RELATED TO THIS
NOTE OR ANY RRELATIONSHIP BETWEEN LENDER AND MAKER. THIS PROVISION IS A MATERIAL
INDUCMENT TO LENDER TO PROVIDE THE FINANCING DESCRIBED HEREIN.  "MAKER" OBSIDIAN
ENTERPRISES, INC.


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

     DC Investments, LLC hereby consents to this replacement Promissory Note and
hereby deems this Promissory Note to have replaced the attached Promissory Note.

DC Investments, LLC


By:  /s/ Timothy S. Durham
    -------------------------------------------------
        Timothy S. Durham
        Managing Member




<PAGE>


                                    CANCELLED


                                 Promissory Note

Principal Amount:  $700,000                                 Due:  March 1, 2007

     FOR VALUE RECEIVED, the undersigned, Obsidian Enterprises, Inc., a Delaware
corporation  ("Maker")  promises to pay to the order of DC Investments,  LLC, an
Indiana  limited  liability  corporation,  an  Ohio  corporation  "(Payee")  the
principal sum of Seven Hundred  Thousand and 00/100 Dollars  ($700,000.00)  with
interest  thereon  at the rate of  fifteen  percent  (15%) per  annum,  and with
payment  in full of the  entire  unpaid  principal  balance of this Note and all
interest  accrued but unpaid in respect to this Note on or before  March 1, 2007
("Maturity Date").

     Interest  shall be paid  monthly and a final  payment in an amount equal to
the then unpaid principal, all accrued and unpaid interest and any and all other
charges set forth herein shall be due and payable on March 1, 2007. Said monthly
interest  payments shall commence on the 1st day of April,  2002 and continue on
the same date of each month thereafter.

     In  addition,  Maker agrees to pay  interest  after  maturity of any unpaid
monthly interest payment or after the maturity of this Promissory Note at a rate
of interest  equal to twenty  percent  (20%) per annum,  until any late  monthly
interest payment or this Promissory Note is paid in full.

     All or a portion of the unpaid  principal  balance of this Note and accrued
interest thereon may be prepaid at any time without premium or penalty; however,
any prepayments shall be applied first to accrued and unpaid interest.

     Payment of both  principal  and interest of this Note are to be made at the
offices of Payee at 111  Monument  Circle,  Suite  3680,  Indianapolis,  Indiana
46204, or at such other place as the holder shall designate to Maker in writing,
in lawful money of the United States of America.  All payments  shall be applied
first to accrued interest and then to principal.

     In the event of Maker's  failure to make  timely  payment of any amount due
under this Note, or Maker's  failure to make timely payment of any other amounts
of any kind due from Maker to the holder, the holder may, at its option, declare
all amounts under this Note to be immediately due and payable.  If the holder is
required to bring suit to effect collection of this Note, all costs and expenses
of  collection,  including,  but not limited to, the holder's  attorneys'  fees,
shall be paid by Maker.

     This Note shall be construed  and enforced in  accordance  with the laws of
the  State of  Indiana,  without  giving  effect to  conflicts  or choice of law
principles.

     Made and delivered at  Indianapolis,  Indiana on this 26th day of February,
2002.

                                              OBSIDIAN ENTERPRISES, INC.



                                              By: /s/ Timothy S. Durham
                                                 ------------------------------
                                                  Timothy S. Durham, Chairman