Exhibit 10.10

                                    SUBLEASE

         THIS SUB-SUBLEASE (the "Sublease") is entered into as of February 1,
2003 with an effective Commencement Date of January 1, 2003 by and between
Sub-Sublandlord and SubSubtenant as set forth below.

                                   WITNESSETH

     1. SUB-SUBLEASE SUMMARY AND DEFINITIONS

1.1  The  Sub-Sublease  provisions and definitions set forth in this Section 1.1
     in  summary  form are  solely to  facilitate  convenient  reference  by the
     parties.  If there is any  conflict  between  this  Section  and any  other
     provisions of this SubSublease, the latter shall control.

     (a)  Sub-Sublandlord's Name               Fair Holdings, Inc.,
                and Address:                   111 Monument Circle Suite 4800
                                               Indianapolis, IN 46204
                                               Attn: Timothy S. Durham

     (b)  Sub-Subtenant's Name and             Obsidian Enterprises, Inc.
                Address:                       111 Monument Circle Suite 4800
                                               Indianapolis, IN 46204
                                               Attn: Jeffrey Osler

     (c)  Sub-Sublease Effective Date:         January 1, 2003

     (d)  Sublandlord's Name and               Bank One, N.A.
          Address:                             c/o Bank One Real Estate
                                               20 South Clark Street, 17th Floor
                                               Mail Code IL 1-0522
                                               Chicago, IL 60603

     (e)  Over  Sublease:  Sublease  Agreement for the entire 48`x' floor of the
          building approximately 15,231 rentable square feet,  Commencement Date
          January 1, 2003 between Sublandlord and Sub-Sublandlord.

     (f)  Overlandlord's Name and              Monument Center, LLC
          Address:                             111 Monument Circle Suite 3350
                                               Indianapolis, IN 46204

     (g)  Overlease:  Lease  Agreement  for Bank One Center Tower dated July 30,
          1987,  as  amended,   between   Overlandlord   and   Sublandlord,   by
          successors-in-interest
<PAGE>

     (h)  Building:                            Bank One Tower
                                               111 Monument Circle
                                               Indianapolis, IN 46204

     (i)  Sublease  Premises:  Entire 48th Floor of the Building - approximately
          15, 231 rentable square feet

     (j)  Sub-Sublease Premises: See Exhibit "A"

     (k)  Sub-Sublease Commencement January 1, 2003 Date:

     (l)  Sub-Sublease Expiration Date: December 31, 2003

     (m)  Base Rent:
Monthly Base Rent  Additional Profit Sharing Base Rent   Monthly Total  Annual
$3,675.12                   $822.58                        $4497.70   $53,972.40

*Base Rent adjusted in subsequent years per Section 4.5

     (n)  Operating  Expenses  and  Additional  Rent,  Sub-Subtenant  to pay its
          proportionate share per section 4.2.

2.   SUBLEASE GRANT

     2.1  By the Overlease  described above,  Overlandlord leased to Sublandlord
          certain space (the "Leased  Space") in the Building in accordance with
          the terms of the Overlease.  A copy of the Overlease has been provided
          to Subtenant.

     2.2  Sublandlord leased to Subtenant (also,  "Sub-Sublandlord"  herein) the
          entire 48`x' Floor of the Building, upon and subject to the provisions
          of the Sublease and the Overlease, (the "Subleased Premises").

     2.3  Sub-Sublandlord  hereby  leases  to  Sub-Subtenant  and  Sub-Subtenant
          hereby leases from Sub-Sublandlord, upon and subject to the provisions
          of this Sub-Sublease,  the Sublease and the Overlease, the square feet
          of rentable area as set forth in Exhibit "A" and the use and enjoyment
          of the  "common  shared"  areas of the 48th Floor  (the  "Sub-Sublease
          Premises").

3.   SUB-SUBLEASE TERM

     3.1  The  term  of  this  Sub-Sublease   shall  commence  on  the  Sublease
          Commencement  Date and end on the Sublease  Expiration Date as defined
          above.

     3.2  This Sub-Sublease shall  automatically  renew for successive  one-year
          terms with Base Rent for such renewal terms calculated as set forth in
          Section 4.5 below and subject to  termination  as specified in Section
          14.
<PAGE>

4.   RENT AND OTHER CHARGES

     4.1  Sub-Subtenant agrees to pay to Sub-Sublandlord at 111 Monument Circle,
          Suite 4800,  Indianapolis,  IN 46204 as rent ("Base Rent") the amounts
          set forth in Section 1.1 (m)  hereof.  Base Rent is payable in advance
          and  without  demand,  at  Sub-Sublandlord's  office  at 111  Monument
          Circle,  Suite 4800,  Indianapolis,  IN 46204, Attn: Timothy S. Durham
          (or such other locations as Sub-Sublandlord  shall designate) in equal
          monthly  installments,  on the  first  day of each  month  during  the
          Sublease  Term  without any set-off,  off-set,  abatement or reduction
          whatsoever. If the Sub-Sublease Term commences other than on the first
          day of a month or ends other  than on the last day of the  month,  the
          Base Rent for such month shall be prorated.

     4.2  Commencing  with  calendar  year  2004,  Sub-Subtenant  shall  pay  as
          Additional Rent the amount, if any,  determined by multiplying (a) the
          amount (expressed in Dollars and/or Cents per rentable square foot) by
          which Sub-Sublandlord's share of Operating Expenses (as defined in and
          determined in accordance  with the  Overlease)  for each calendar year
          during  the  Sub-Sublease  Term,  exceeds  SubSublandlord's  share  of
          Operating Expenses as finally determined for calendar year 2003 by (b)
          the   rental   square   feet  of  the   Sub-Subleased   Premises   and
          SubSubtenant's   percentage   share  of  the   common   shared   area.
          Sub-Subtenant  shall pay such amounts to  Sub-Sublandlord  within five
          (5) days of the notice of amount due. Additional Rent payable pursuant
          to this Section 4.2 shall be based solely upon actual  payment made by
          Sublandlord pursuant to the Overlease.

     4.3  As used in this  Sub-Sublease,  "Rent"  shall mean the Base Rent,  the
          Additional  Rent, and all other monetary  obligations  provided for in
          this Sub-Sublease to be paid by Sub-Subtenant.

     4.4  In the  event  the rent is not paid  when due as  aforesaid,  interest
          shall  accrue  thereon at the  lesser of 18% per annum or the  maximum
          rate  permitted  by law. In  addition,  if the rent is not paid by the
          tenth day of any given month, Sub Subtenant shall pay as a late charge
          to  Sub-Sublandlord an additional amount equal to five percent (5%) of
          the rent  which is due,  but not less than $25 in order to  compensate
          Sub-Sublandlord  for its  administrative  and other overhead expenses.
          Any  such  late  charge  or  interest  payment  shall  be  payable  as
          Additional  Rent  under  this   Sub-Sublease   and  shall  be  payable
          immediately on demand.

     4.5  It is the intent of the  Sub-Sublandlord and the Sub-Subtenant to rent
          the common  facilities  on the 48`h Floor  (the  "Obsidian  Conference
          Center") for use by third parties.  Use fees and other charges for the
          Obsidian  Conference  Center shall be established  by  Sub-Sublandlord
          from  time to time and an  accounting  of all such use fees and  other
          charges   shall   be   maintained   by   Sub-Sublandlord.    Annually,
          Sub-Sublandlord  shall  notify  Sub-Subtenant  of  the  Profit  (Loss)
          generated from operations of the Obsidian  Conference  Center.  In the
          event  of a  profit  from  such  operations,  Sub-Subtenant  shall  be
          entitled  to a  "subsidy"  credit  against  Base Rent for the  ensuing
          Sub-Sub  Lease Term equal to Profit x 31.94 %. Which  subsidy shall be
          prorated monthly over the subsequent year's Sub-Sub Lease Term. In the
          event of a loss the  loss x 31.94%  shall be added to  Sub-Subtenant's
          Base Rent.  The books and  records of the  operation  of the  Obsidian
          Conference Center are available for examination by Sub-Subtenant  upon
          five (5) days written notice to Sub-Sublandlord;  however, only during
          normal business hours.
<PAGE>

5.   USE OF SUB-SUBLEASED PREMISES

     5.1  Sub-subtenant agrees that the Sub-Subleased Premises shall be occupied
          only  as   executive,   administrative   and   general   offices   for
          Sub-Subtenant's business.

6.   ASSIGNMENT OR UNDERLETTING

     6.1  Without the express consent of  Sub-Sublandlord,  Sub-Subtenant  shall
          not (a) assign this Sub-Sublease,  nor (b) permit this Sub-Sublease to
          be assigned by operation of law or otherwise,  nor (c) underlet all or
          any portion of the Sub  Subleased  Premises,  nor (d) permit any space
          therein to be occupied by others. 7. ALTERATIONS

7.   ALTERATIONS

     7.1  Sub-Subtenant   shall  make  no   changes,   alterations,   additions,
          improvements or decorations in, to or about the Sub-Subleased Premises
          without Overlandlord,  Sublandlord and Sub-Sublandlord's prior written
          consent and in compliance with the terms of the Overlease.

8.   TERMS OF THE OVERLEASE

     8.1  Except as herein  otherwise  expressly  provided  and  except  for the
          obligation to pay rent and additional rent under the Overlease, all of
          the terms,  covenants,  conditions and provisions in the Overlease are
          hereby incorporated in, and made a part of this Sub-Sublease, and such
          rights and  obligations  as are  contained in the Overlease are hereby
          imposed upon the respective parties hereto; the SubSublandlord  herein
          being  substituted  for  the  Landlord  in  the  Overlease,   and  the
          Sub-Subtenant  heren  being  substituted  for the Tenant  named in the
          Overlease;  provided,  however, that the Sub-Sublandlord  herein shall
          not be liable for any defaults by Overlandlord and, if Overlandlord is
          not the fee owner,  the owner in fee of the land and Building of which
          the  Sub-Subleased  Premises  are a part.  If the  Overlease  shall be
          terminated  for any reason  during the term  hereof,  then and in that
          event this Sub-Sublease  shall thereupon  automatically  terminate and
          SubSublandlord  shall have no  liability  to  Sub-Subtenant  by reason
          thereof.

     8.2  This  Sub-Sublease is subject to any amendments and supplements to the
          Overlease   hereafter  made  between   Overlandlord  and  Sublandlord,
          provided that any such  amendment or supplement to the Overlease  will
          not  prevent  or  adversely  affect  the use by  Sub-Subtenant  of the
          Sub-Subleased   Premises  in   accordance   with  the  terms  of  this
          Sub-Sublease,  increase the obligations of  Sub-Subtenant  or decrease
          its  rights  under the  Sub-Sublease  or in any  other way  materially
          adversely affect Sub-Subtenant.

     8.3  This  Sub-Sublease  is subject and subordinate to the Overlease and to
          all ground or underlying  leases and to all mortgages which may now or
          hereafter  affect  such  leases  or the real  property  of  which  the
          Sub-Subleased  Premises  are a part and all  renewals,  modifications,
          replacements and extensions of any of the foregoing.  This Section 8.3
          shall be  self-operative  and no further  instrument of  subordination
          shall be required. To confirm such subordination,  Sub-Subtenant shall
          execute promptly any certificate that Sub-Sublandlord may request.
<PAGE>

     8.4  Notwithstanding  any other provisions of this  Sub-Sublease,  if there
          are any provisions in the Overlease that pertain to  Sub-Sublandlord's
          rights regarding:

          (a)  any option to renew the Sublease Term;
          (b)  any option to expand the Subleased Premises;
          (c)  any exclusive uses in favor of Sublandlord;
          (d)  any signage rights (or rights regarding the name of the Building)
               in favor of Sublandlord;
          (e)  any tenant finish or other construction  obligations or rights to
               any tenant finish allowances;
          (f)  any parking rights of Sublandlord other than spaces assigned with
               the Sub-Lease space;
         (g)  any other  provisions  of the  Overlease  that apply  uniquely to
               Sublandlord's needs as a bank;
          (h)  any rights to assign or sublease  the Leased  Space or to receive
               any proceeds therefrom; or
          (i)  any rights to audit  Overlandlord's  books and records or protest
               property tax valuations.

          Then each provision shall not be incorporated herein and Sub-Subtenant
          shall not have any rights or benefits thereunder.

9.   WAIVER AND INDEMNITY

     9.1  Sub-Subtenant  agrees that to the extent not  expressly  prohibited by
          law,  SubSublandlord,  Sublandlord and  Overlandlord,  their officers,
          agents and employees, shall not be liable for (not shall rent abate as
          a result  of) any direct or  consequential  damage  (including  damage
          claimed  for  actual  or  constructive  eviction)  either to person or
          property,  sustained by Sub-Subtenant or by other persons,  due to the
          Building or any part thereof or any appurtenances thereof becoming out
          of repair,  or due to the  happening  of any  accident in or about the
          Building,  or due to any act or neglect of any tenant or  occupant  of
          the Building, or of any other person.

     9.2  Sub-Subtenant  shall  protect,  indemnify  and  save  Sub-Sublandlord,
          Sublandlord and Overlandlord and their officers,  agents, servants and
          employees   harmless   from  and  against  any  and  all   obligations
          liabilities,  costs,  damages,  claims and expenses of whatever nature
          arising   from  injury  to  persons  or  damage  to  property  on  the
          Sub-Subleased  Premises or in or about the Building  arising out of or
          in   connection   with   Sub-Subtenant's   use  or  occupancy  of  the
          Sub-Subleased Premises or Sub-Subtenant's  activities in the Building,
          or arising from any act or negligence of Sub-Subtenant, or its agents,
          contractors, servants, employees or invitees.
<PAGE>

10.  CONDITION OF SUB-SUBLEASED PREMISES

     10.1 Sub-Subtenant has examined the Sub-Subleased  Premises,is aware of the
          physical condition thereof,  and agrees to take the same "as is", with
          the  understanding  that there shall be no  obligation  on the part of
          Sub-Sublandlord to incur any expense whatsoever in connection with the
          preparation  of  the   Sub-Subleased   Premises  for   Sub-Subtenant's
          occupancy  thereof.  Any work performed by  Sub-Subtenant  shall be in
          accordance with the terns of the Overlease.

11.  CONSENT OF OVERLANDLORD

     11.1 Sub-Sublandlord  makes no  representation  with  respect to  obtaining
          Overlandlord's  approval  of this  Sub-Sublease  and in the event that
          Overlandlord notifies  Sub-Sublandlord that Overlandlord will not give
          approval,  Sub  Sublandlord  will so  notify  Sub-Subtenant  and  upon
          receipt of such notification by  Sub-Sublandlord of the disapproval by
          Overlandlord,  this  Sub-Sublease  shall be deemed to be null and void
          and without force or effect,  and  Sub-Sublandlord  and  Sub-Subtenant
          shall have no further  obligations  or  liabilities  to the other with
          respect to this Sub-Sublease.

     11.2 Except as otherwise  specifically  provided  herein,  wherever in this
          Sub-Sublease  Sub-Subtenant  is required  to obtain  Sub-Sublandlord's
          consent or approval, SubSubtenant understands that Sub-Sublandlord may
          be required to first obtain the consent or approval of  Sublandlord or
          the  Overlandlord.  If  Overlandlord  should  refuse  such  consent or
          approval,.  Sub-Sublandlord  shall be  released of any  obligation  to
          grant its consent or approval whether or not  Overlandlord's  refusal,
          in Sub-Subtenant's opinion, is arbitrary or unreasonable.

12.  DEFAULT

     12.1 Sub-Subtenant  acknowledges  that the  services  to be rendered to the
          SubSubleased Premises are to be rendered by Overlandlord.  Anything in
          this  SubSublease to the contrary  notwithstanding,  if there exists a
          breach by Sublandlord  or  Sub-Sublandlord  of any of its  obligations
          under this Sub-Sublease and,  concurrently,  a corresponding breach by
          Overlandlord   under  the  Overlease  of  its  obligations  under  the
          Overlease  exists,   Sub-Sublandlord  and  Sublandlord  shall  not  be
          responsible or liable therefore.

     12.2 Anything  contained  in any  provisions  of this  Sub-Sublease  to the
          contrary  notwithstanding,  Sub-Subtenant  agrees, with respect to the
          Sub-Subleased  Premises, to comply with and remedy any default claimed
          by Overlandlord and caused by Sub-Subtenant, within the period allowed
          to Sublandlord as tenant under the Overlease, even if such time period
          is shorter than the period otherwise allowed in the Overlease,  due to
          the fact that notice of default from  Sublandlord to  Sub-Subtenant is
          given after the  corresponding  notice of default  from  Overlandlord.
          Sub-Sublandlord  agrees to  forward  to  Sub-Subtenant,  upon  receipt
          thereof by Sub-Sublandlord,  a copy of each notice of default received
          by   Sublandlord  in  its  capacity  as  tenant  under  the  Ovelease.
          Sub-Subtenant  agrees to  forward  to  Sub-Sublandlord,  upon  receipt
          thereof,  copies of any notices received by Sub-Subtenant with respect
          to the Subleased  Premises from  Overlandlord or from any governmental
          authorities.  In  additional  to other  remedies  of Sub-  Sublandlord
          hereunder  and by law,  Sub-Subtenant  agrees  that in the  event of a
          default  by  Sub-Subtenant  of any of the terms of this  Sub-Sublease,
          SubSublandlord may perform such obligations on behalf of Sub-Subtenant
          and SubSubtenant shall immediately  reimburse  Sub-Sublandlord for the
          costs of same.
<PAGE>

     12.3 If and  whenever  there  shall  occur  any  event of  default  of this
          Sub-Sublease,   SubSublandlord  may,  at   Sub-Sublandlord's   option,
          exercise  any remedy or right given under the  Overlease  or by law or
          equity.   All   rights   and   remedies    specifically   granted   to
          Sub-Sublandlord herein shall be cumulative and not mutually exclusive.

13.  SUB-SUBLANDLORD REPRESENTATION

     13.1 Sub-Sublandlord  represents  (a) that it is the holder of the interest
          of the  Subtenant  under the  Sublease and (b) that the Sublease is in
          full force and effect.

14.  TERMINATION SURRENDER AND HOLDING OVER

     14.1 Upon expiration of the Sub-Sublease  Term, of if, at any time prior to
          such expiration, this Sub-Sublease shall be terminated for any reason,
          Sub-Subtenant   shall   immediately   quit   and   surrender   up   to
          Sub-Sublandlord  possession  of  the  Sub-Sublease  Premises.  If  the
          Sub-Subtenant  does not completely vacate the  Sub-Subleased  Premises
          (including the removal of all personal  property and fixtures required
          to be  removed  and  the  return  of  the  Sub-Subleased  Premises  to
          Sub-Sublandlord  in the condition required under the Overlease) by the
          SubSublease   Expiration   Date  or   earlier   termination   of  this
          Sub-Sublease,   SubSubtenant   shall   indemnify   and  hold  harmless
          Sub-Sublandlord  in  respect  of  any  and  all  holdover  charges  or
          penalties  imposed under the Overlease upon  SubSublandlord in respect
          of the  entire  Sub-Leased  Space and in respect of any and all costs,
          liabilities  or  expenses  (including   attorneys  fees)  suffered  by
          SubSublandlord in respect of same, as and when such costs, liabilities
          or expenses are  incurred.  In this regard,  Sub-Subtenant  shall,  if
          requested by Sub-Sublandlord,  in  Sub-Sublandlord's  sole discretion,
          defend  Sub-Sublandlord  against  any  action  or  proceeding  brought
          against Sub-Sublandlord which arises out of such holdover. Any holding
          over after the expiration or earlier  termination of this Sub-Sublease
          without the written consent of  Sub-Sublandlord  shall be construed to
          be a  tenancy  from  month  to month  and  Sub-Subtenant  shall  pay a
          holdover  charge for each month or  partial  month that  Sub-Subtenant
          remains  in  the   Sub-Subleased   Premises  after  the   Sub-Sublease
          Expiration  Date or earlier  termination,  such holdover  charge to be
          equal to 200% of the  Sub-Subtenant's  Rent under the  SubSublease  in
          effect at such time,  and shall  otherwise be subject to the terms and
          conditions   of  this   Sub-Sublease.   Any   holding   over   without
          Sub-Sublandlord's  written  consent  shall  constitute  a  default  by
          Sub-Subtenant and entitle  SubSublandlord to exercise any remedies set
          forth herein or available under other applicable law.

     14.2 This Sub-Sublease  shall  automatically  renew for subsequent one year
          terms  unless  terminated  by not less than thirty  (30) days  written
          notice from  Sub-Sublandlord  or Sub-Subtenant  herein.  The effect of
          this provision shall be that each party hereto shall have the right to
          terminate  this  Sub-Sublease  upon thirty (30) days written notice to
          the other party.
<PAGE>

15.  NO WAIVER

     15.1 The failure of Sub-Sublandlord to seek redress for violation of, or to
          insist upon the strict  performance  of any  covenant or  condition of
          this  Sub-Sublease or of any of the Rules and Regulations set forth or
          hereafter adopted by  Sub-Sublandlord,  shall not preempt a subsequent
          act which would have  originally  constituted a violation  from having
          all the force and  effect of an  original  violation.  The  receipt by
          Sub-Sublandlord  of rent with  knowledge of the breach of any covenant
          of this  Sub-Sublease  shall not be deemed a waiver of such breach and
          no provision of this Sub-Sublease  shall be deemed to have been waived
          by  Sub-Sublandlord  unless  such  waiver  be  in  writing  signed  by
          Sub-Sublandlord.   No   payment   by   Sub-Subtenant   or  receipt  by
          Sub-Sublandlord  of a lesser  amount  than  the  monthly  rent  herein
          stipulated shall be deemed to be other than on account of the earliest
          stipulated  Base Rent,  Additional Rent or other charge due, nor shall
          any  endorsement or statement on any check or any letter  accompanying
          any check or payment as rent be deemed an accord and satisfaction, and
          Sub-Sublandlord  may accept such check or payment without prejudice to
          Sub-Sublandlord's  right to  recover  the  balance  of such Base Rent,
          Additional  Rent or other  charge,  or pursue any other remedy in this
          Sub-Sublease  provided.  No act or  thing  done by  SubSublandlord  or
          Sub-Sublandlord's  agents  during  the term  hereby  demised  shall be
          deemed an  acceptance  of a surrender  of the demised  premises and no
          agreement  to accept such  surrender  shall be valid unless in writing
          signed by  SubSublandlord.  No employee of Sub-Sublandlord or agent of
          Sub-Sublandlord shall have any power to accept the keys of the demised
          premises prior to the termination of the Sub-Sublease and the delivery
          of  keys  to any  such  agent  or  employee  shall  not  operate  as a
          termination  of  the  Sub-Sublease  or  a  surrender  of  the  demised
          premises.

16.  NOTICES

     16.1 Any notice,  demand or  communication  which,  under the terms of this
          SubSublease or under any statute or municipal  regulation  must or may
          be given or made by the parties hereto,  shall be in writing and given
          or made by mailing the same by  registered or certified  mail,  return
          receipt requested or by a recognized  overnight courier to the address
          and person designated in Section 1.1 (a) and (b) herein.

     16.2 Either  party,  however,  may  designate  such new or other address to
          which such  notices,  demands or  communications  thereafter  shall be
          given,  made or  mailed  by notice  (given  in the  manner  prescribed
          herein).  Any such  notice,  demand or  communication  shall be deemed
          given  or  served,  as the case  may be,  on the  date of the  posting
          thereof. In the event Sub-Subtenant's  address is not set forth above,
          notice  to  Sub-Subtenant  shall be deemed  sufficient  if sent to the
          Subleases Premises.

17.  PARTIAL INVALIDITY

     17.1 If any provision of this  Sub-Sublease or the  application  thereof to
          any  person  or  circumstance  shall,  to  any  extent,  be  valid  or
          unenforceable,  the remainder of the Sub-Sublease,  or the application
          of such provision to persons or  circumstances  other than those as to
          which it is invalid or  unenforceable,  shall not be affected thereby,
          and each provision of this Sub-Sublease shall be valid and enforceable
          to the full extent permitted by law.
<PAGE>

18.  MISCELLANEOUS


     18.1 Where   applicable,   Sub-Subtenant   shall  be  responsible  for  all
          additional costs incurred as a result of this Sub-Sublease  including,
          but not limited to, security cards, keys and parking cards.

     18.2 This Sub-Sublease may not be changed orally,  but only by an agreement
          in writing signed by the party against whom enforcement of any waiver,
          change, modification or discharge is sought.

     18.3 This  Sub-Sublease  constitutes  and  contains  the  entire  agreement
          between   the   parties   and   supersedes   all   prior   agreements,
          representations and understandings between the parties relating to the
          subject   matter  of  this   Sub-Sublease.   No  oral   understanding,
          statements,  promises  or  inducements  contrary  to the terms of this
          Sub-Sublease exist.

     18.4 This  Sub-Sublease  shall  inure  to the  benefit  of all the  parties
          hereto,  their successors and (subject to the provisions hereof) their
          assigns.

     18.5 This  Sub-Sublease is subject to the conditions  stated in Section 7.4
          of the Overlease.

19.  PARKING

     19.1 Sublandlord has provided Subtenant with fifteen (15) parking spaces in
          the Building parking facility pursuant to the terms of Section 22.5 of
          the  Overlease.  Upon request  Sub-Subtenant  may lease one or more of
          such parking spaces at Sub-Subtenant's sole expense.

     IN WITNESS WHEREOF,  the parties have hereunto set their hands and seals on
the day and year first above written.

                                        Sub-Sublandlord:

                                        FAIR HOLDINGS, INC.


                                        By: /s/ Timothy S. Durham
                                           -----------------------------------
                                        Name: Timothy S. Durham
                                        Title: Chairman

<PAGE>


                                        Sub-Subtenant:

                                        Obsidian Enterprises, Inc.


                                        By: /s/ Timothy S. Durham
                                           -----------------------------------
                                        Name: Tim Durham
                                        Title: Chairman and CEO

<PAGE>

                                  Exhibit "A"

                                 Sub-Subtenant

                           Obsidian Enterprises, Inc.


Sub-Sublease Premises:

Four  offices on north wall and one office on south wall and small  kitchen

646 sq. ft.

31.94% of shared common area