Exhibit 10.2

                       THIRD AMENDMENT TO CREDIT AGREEMENT

     UNITED EXPRESSLINE, INC., an Indiana corporation,  formerly known as United
Acquisition,  Inc. (the  "Company")  and FIRST  INDIANA  BANK,  N.A., a national
banking  association,  formerly known as First Indiana Bank (the "Bank"),  being
parties to that certain Credit  Agreement  dated as of July 27, 2001, as amended
(collectively,  the  "Agreement")  agree to further  amend the Agreement by this
Third Amendment to Credit Agreement (this "Amendment") as follows.

     1. DEFINITIONS. All defined terms used herein not otherwise defined in this
Amendment shall have their respective meanings set forth in the Agreement.

     (a) Amended Definitions.  The following definitions appearing under Section
1 of  the  Agreement  are  hereby  amended  and  restated  in  their  respective
entireties as follows:

o    "Advance"  means a disbursement of proceeds of the Revolving Loan or of the
     Temporary Overline, as the context requires.

o    "Borrowing  Base" means an amount  equal to the sum of: (i) eighty  percent
     (80%) of the adjusted book value of the Company's accounts receivable, plus
     (ii)(A) for the months of April  through and  including  September  of each
     year,  fifty  percent  (50%) of the book value of the  Company's  inventory
     located  at the  Company's  facilities,  and (B) for the  months of October
     through and including  March of each year,  sixty percent (60%) of the book
     value of the  Company's  inventory  located  at the  Company's  facilities;
     provided,  that none of the Company's  finished goods inventory  located on
     dealer  premises  shall be included  in the  calculation  of amounts  under
     clauses (ii)(A) and (ii)(B) hereof. For purposes of the preceding sentence,
     the phrase "adjusted book value of the Company's accounts receivable" means
     the book value of the Company's accounts receivable less any accounts which
     are ninety (90) days or more past date of invoice, or which are due from an
     account  debtor known to the Company to be the subject of a  bankruptcy  or
     other  insolvency  proceeding  or known to the Company to have ceased doing
     business,  and less all accounts due from any account debtor if ten percent
     (10%) or more of the aggregate amount of the accounts  receivable from such
     debtor are ninety (90) days or more past due, and provided that any account
     receivable otherwise includable in the Borrowing Base shall be reduced, but
     not below zero, by the amount of any accounts payable to the account debtor
     from whom such account is due. For purposes  hereof,  the term  "inventory"
     shall include the Company's raw materials,  work in progress,  and finished
     goods inventories.
<PAGE>

o    "Loan" means any of the Revolving  Loan, the Term Loan,  Term Loan II, Term
     Loan III, or of the Temporary Overline,  as the context requires,  and when
     used in the plural form refers to all of the Loans.

o    "Loan Document"  means any of this Agreement,  the Revolving Note, the Term
     Note,  Term Note II,  Term Note  III,  the  Temporary  Overline  Note,  the
     Mortgages,  Michigan  Assignment of Leases, the Encroachment  Assignment of
     Leases, the Security Agreement, the Subordination Agreements,  the Guaranty
     Agreements,   the   Management   Subordination   Agreement,   the   Capital
     Contribution  Agreement,   and  any  other  instrument  or  document  which
     evidences  or  secures  the  Loans  or any of them or  which  expresses  an
     agreement as to terms  applicable  to the Loans or any of them,  and in the
     plural  means  any  two or  more  of the  Loan  Documents,  as the  context
     requires.

o    "Note" means any of the Revolving  Note, Term Note, Term Note II, Term Note
     III, or the Temporary  Overline Note, as the context  requires,  and in the
     plural form refers to all of the Notes, collectively.

o    "Obligations"  means all obligations of the Company in favor of the Bank of
     every type and description, direct or indirect, absolute or contingent, due
     or to become  due,  now  existing  or  hereafter  arising  pursuant to this
     Agreement and the other Loan  Documents,  including but not limited to: (i)
     all of such  obligations  on account of the Loans,  including  any Advances
     made  pursuant  to any  extension  of the  Commitment  beyond  the  initial
     Revolving  Loan  Maturity  Date,  or  any  Advances  made  pursuant  to any
     extension of the Temporary Overline Commitment beyond the initial Temporary
     Overline  Maturity  Date,  or  pursuant  to any  other  amendment  of  this
     Agreement,  and (ii) all other obligations  arising under any Loan Document
     as amended from time to time.

     (b) New  Definitions.  The  following new  definitions  are hereby added to
Section 1 of the Agreement as follows:

o    "Third Amendment" means that certain agreement entitled "Third Amendment to
     Credit  Agreement"  entered  into by and  between  the Company and the Bank
     dated as of December 26, 2002, for the purpose of amending this Agreement.

o    "Temporary Overline" is used as defined in Section 2(f)(i).

o    "Temporary  Overline  Commitment" means the agreement of the Bank to extend
     Temporary  Overline to the Company  until the Temporary  Overline  Maturity
     Date,  and if the  context  so  requires,  the term  may also  refer to the
     maximum  principal  amount  which  is  permitted  to be  outstanding  under
     Temporary Overline at any time.

o    "Temporary Overline Maturity Date" means March 31, 2003.

o    "Temporary Overline Note" is used as defined in Section 2(f)(ii).
<PAGE>

     2. TEMPORARY OVERLINE.  A new Section 2(f) is hereby added to the Agreement
as follows:

     f.  Temporary  Overline.  The Bank will make a temporary  overline  line of
credit to the  Company  on the  following  terms and  subject  to the  following
conditions:

     (i)  Temporary Overline Commitment - Use of Proceeds.  From the date of the
          Third  Amendment and until the Temporary  Overline  Maturity Date, the
          Bank  agrees from time to time to make  Advances  to the Company  (the
          "Temporary  Overline")  under a temporary  overline  line of credit of
          amounts not  exceeding in the  aggregate at any time  outstanding  the
          lesser  of:  (A)  Six  Hundred  Fifty   Thousand  and  00/100  Dollars
          ($650,000.00)  (the  "Temporary  Overline   Commitment")  or  (B)  the
          remainder  of the  Borrowing  Base  minus  the  aggregate  outstanding
          principal  amount of the  Revolving  Loan;  provided,  that all of the
          conditions of lending stated in this Agreement as being  applicable to
          the  Temporary  Overline  have  been  fulfilled  at the  time  of each
          Advance. Proceeds of the Temporary Overline may be used by the Company
          only for working capital purposes.

     (ii) Method  of  Borrowing.  The  obligation  of the  Company  to repay the
          Temporary  Overline  shall be  evidenced  by a  promissory  note  (the
          "Temporary  Overline  Note") of the Company in the form of Exhibit "A"
          attached  to the Third  Amendment.  So long as no Event of  Default or
          Unmatured  Event of Default shall have occurred and be continuing  and
          until the Temporary  Overline  Maturity  Date, the Company may borrow,
          repay and reborrow  under the  Temporary  Overline Note on any Banking
          Day;  provided,  that no borrowing may cause the principal  balance of
          the Temporary  Overline to exceed the lesser of the Temporary Overline
          Commitment or the Borrowing  Base or may result in an Event of Default
          or an  Unmatured  Event of Default,  and  provided  further,  that the
          Company may receive the  proceeds of only one Advance per Banking Day.
          Each  Advance of the  Temporary  Overline  shall be  conditioned  upon
          receipt by the Bank from the Company of a Borrowing  Base  Certificate
          completed  as of the  date  of the  request.  The  Bank  shall  make a
          disbursement  upon  the  oral  request  of  the  Company  made  by  an
          Authorized  Officer,  or upon a  request  transmitted  to the  Bank by
          telephone  facsimile ("fax") machine,  or by any other form of written
          electronic   communication  (all  such  requests  for  Advances  being
          hereafter referred to as "Informal  Requests").  In so doing, the Bank
          may rely on any Informal  Request which shall have been received by it
          in good faith from a person  reasonably  believed to be an  Authorized
          Officer. Upon making each Informal Request, the Company shall promptly
          deliver to the Bank a Borrowing Base  Certificate  completed as of the
          date of such Informal  Request,  and shall in and of itself constitute
          the  representation  of the  Company  that  no  Event  of  Default  or
          Unmatured  Event of Default has  occurred and is  continuing  or would
          result from the making of the requested  Advance,  and that the making
          of the requested  Advance shall not cause the principal balance of the
          Temporary  Overline  to exceed  the lesser of the  Temporary  Overline
          Commitment or the Borrowing Base. All borrowings and  reborrowings and
          all  repayments  shall be in  amounts  of not less  than Ten  Thousand
          Dollars  ($10,000.00).  Upon  receipt of a request for an  Advance,  a
          Borrowing  Base  Certificate,  and  upon  compliance  with  any  other
          conditions of this Agreement applicable to the Temporary Overline, the
          Bank  shall  disburse  the  amount  of the  requested  Advance  to the
          Company. All Advances by the Bank and payments by the Company shall be
          recorded  by the Bank on its  books  and  records,  and the  principal
          amount  outstanding  from time to time, plus interest payable thereon,
          shall be determined by reference to the books and records of the Bank.
          The Bank's  books and  records  shall be  presumed  prima  facie to be
          correct as to such matters.
<PAGE>

     (iii)Interest  on the  Temporary  Overline.  The  principal  amount  of the
          Temporary  Overline  outstanding from time to time shall bear interest
          until  maturity  of the  Temporary  Overline  Note at a rate per annum
          equal to the Prime  Rate plus  three-quarters  percent  (3/4%).  After
          maturity,  whether  on the  Temporary  Overline  Maturity  Date  or on
          account of  acceleration  upon the  occurrence of an Event of Default,
          and until paid in full, the Temporary  Overline shall bear interest at
          a per annum rate equal to the Prime Rate plus four and  three-quarters
          percent (4-3/4%). Accrued interest shall be due and payable monthly on
          the first  Banking Day of each month prior to maturity  commencing  on
          the first Banking Day of the month immediately  following the month in
          which the first  Advance  of the  Temporary  Overline  is made.  After
          maturity, interest shall be payable as accrued and without demand.

     3.  REPRESENTATIONS  AND  WARRANTIES.  In order to induce the Bank to enter
into this Amendment, the Company affirms that the representations and warranties
contained in the Agreement are correct as of the date of this Amendment,  except
that (i) they  shall be deemed to also  refer to this  Amendment  as well as all
documents  named herein and, (ii) Section 3(d) of the Agreement  shall be deemed
also to refer to the most recent audited and unaudited  financial  statements of
the Company delivered to the Bank.

     4. EVENTS OF DEFAULT.  The Company  certifies  to the Bank that no Event of
Default or Unmatured  Event of Default under the  Agreement,  as amended by this
Amendment, has occurred and is continuing as of the date of this Amendment.

     5. CONDITIONS  PRECEDENT.  As conditions  precedent to the effectiveness of
this  Amendment,  the Bank shall have received the  following  contemporaneously
with execution and delivery of this Amendment,  each duly executed, dated and in
form and substance satisfactory to the Bank:

     (i)  This Amendment.

     (ii) The Temporary  Overline  Note in the form  attached  hereto as Exhibit
          "A."

     (iii)The Reaffirmation of Guaranty  Agreement in the form of Exhibit "B" to
          be executed by Obsidian Enterprises, Inc.

     (iv) The Reaffirmation of Guaranty  Agreement in the form of Exhibit "C" to
          be executed by Obsidian Capital Partners, L.P.

     (v)  The Reaffirmation of Guaranty  Agreement in the form of Exhibit "D" to
          be executed by Terry G. Whitesell.

     (vi) The Reaffirmation of Guaranty  Agreement in the form of Exhibit "E" to
          be executed by Timothy S. Durham.

     (vii)A copy of a  Resolutions  of the  Board of  Directors  of the  Company
          authorizing the execution, delivery and performance,  respectively, of
          this  Amendment  and the other  Loan  Documents  provided  for in this
          Amendment to which the Company is a party  certified by the  Secretary
          of the Board of  Directors  of the  Company as being in full force and
          effect and duly adopted.

     (viii) The  Certificate  of the  Secretary of the Board of Directors of the
          Company certifying the names of the officer or officers  authorized to
          sign this Amendment and the other Loan Documents  provided for in this
          Amendment to which the Company is a party,  together  with a sample of
          the true signature of each such officer.
<PAGE>

     (ix) A  copy  of a  Resolution  of  the  Board  of  Directors  of  Obsidian
          Enterprises, Inc. authorizing the execution, delivery and performance,
          respectively, of its Reaffirmation of Guaranty Agreement and the other
          Loan  Documents  provided  for in this  Amendment  to  which  Obsidian
          Enterprises,  Inc. is a party  certified by the Secretary of the Board
          of Directors of Obsidian Enterprises,  Inc. as being in full force and
          effect and duly adopted.

     (x)  The Certificate of the Secretary of the Board of Directors of Obsidian
          Enterprises,  Inc.  certifying  the names of the  officer or  officers
          authorized  to sign its  Reaffirmation  of Guaranty  Agreement and the
          other Loan Documents  provided for in this Amendment to which Obsidian
          Enterprises,  Inc.  is a party,  together  with a  sample  of the true
          signature of each such officer.

     (xi) A copy of a  Resolution  of the General  Partner of  Obsidian  Capital
          Partners,  L.P.  authorizing the execution,  delivery and performance,
          respectively, of its Reaffirmation of Guaranty Agreement and the other
          Loan  Documents  provided  for in this  Amendment  to  which  Obsidian
          Capital Partners,  L.P. is a party certified by the General Partner of
          Obsidian Capital Partners,  L.P. as being in full force and effect and
          duly adopted.

     (xii)The Certificate of the General Partner of Obsidian  Capital  Partners,
          L.P.  certifying  the names of the officer or officers  authorized  to
          sign its  Reaffirmation  of  Guaranty  Agreement  and the  other  Loan
          Documents  provided for in this  Amendment to which  Obsidian  Capital
          Partners,  L.P.  is a  party,  together  with a  sample  of  the  true
          signature of each such officer.

     (xiii) Payment of the fees of Bank's  counsel  incurred in connection  with
          the drafting, negotiation and closing of this Amendment.

     (xiv) Such other documents as the Bank may reasonably request.

     6.  PRIOR  AGREEMENTS.   The  Agreement,  as  amended  by  this  Amendment,
supersedes all previous  agreements and  commitments  made or issued by the Bank
with respect to the Loans and all other subjects of this  Amendment,  including,
without  limitation,  any oral or written  proposals which may have been made or
issued by the Bank.

     7. EFFECT OF  AMENDMENT.  The  provisions  contained  herein shall serve to
supplement  and amend the  provisions of the  Agreement.  To the extent that the
terms of this Amendment conflict with the terms of the Agreement, the provisions
of this Amendment shall control in all respects.

     8. REAFFIRMATION. Except as expressly amended by this Amendment, all of the
terms and  conditions of the Agreement  shall remain in full force and effect as
originally written and as previously amended.

     9.  COUNTERPARTS.   This  Amendment  may  be  executed  in  any  number  of
counterparts,  each of which  shall be an  original  and all of which when taken
together shall be one and the same agreement.
<PAGE>

     IN WITNESS  WHEREOF,  the  Company  and the Bank by their  respective  duly
authorized  officers have executed and delivered in Indiana this Third Amendment
Credit Agreement as of December 26, 2002.

                              UNITED EXPRESSLINE, INC.,
                              an Indiana corporation, formerly
                              known as United Acquisition, Inc.


                              By:
                                 ------------------------------------------
                                 Terry G. Whitesell, Chairman of the Board

                              FIRST INDIANA BANK, N.A.,
                              a national banking association,
                              formerly known as First Indiana Bank


                              By:
                                 ------------------------------------------
                                 Anthony P. Schlichte, Vice President

<PAGE>


                              SCHEDULE OF EXHIBITS

Exhibit "A" -        Temporary Overline Promissory Note ($650,000.00) (United
                        Expressline, Inc.)
Exhibit `B" -        Reaffirmation of Guaranty Agreement (Obsidian Enterprises,
                        Inc.)
Exhibit "C" -        Reaffirmation of Guaranty Agreement (Obsidian Capital
                        Partners, L.P.)
Exhibit "D" -        Reaffirmation of Guaranty Agreement (Terry G. Whitesell)
Exhibit "E" -        Reaffirmation of Guaranty Agreement (Timothy S. Durham)