Exhibit 10.5



THIS WARRANT AND THE SECURITIES  ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN
REGISTERED  UNDER THE SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD,  OFFERED FOR
SALE,  PLEDGED,  HYPOTHECATED,  OR OTHERWISE  TRANSFERRED  EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, OR AN OPINION
OF COUNSEL  SATISFACTORY TO THE COMPANY THAT  REGISTRATION IS NOT REQUIRED UNDER
SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT.


                             STOCK PURCHASE WARRANT


     This Stock Purchase  Warrant (this  "Warrant"),  dated January 24, 2003, is
issued to Frost National Bank,  Custodian,  FBO Renaissance US Growth Investment
Trust PLC, Trust No. W00740100,  a public limited company  registered in England
and Wales (the "Holder"), by Obsidian Enterprises,  Inc., a New York corporation
(the "Company").

     1. Purchase of Shares.  Subject to the terms and conditions hereinafter set
forth,  the Holder is entitled,  upon surrender of this Warrant at the principal
office of the Company (or at such other  place as the Company  shall  notify the
holder  hereof in writing),  to purchase  from the Company  8,000 fully paid and
non-assessable  shares of Common stock, no par value (the "Common Stock"),  of t
eTompany (as adjuste pursuant o cn hereof,  the "Shares") for the purchase price
specified in Section 2 below.

     2. Purchase  Price.  The purchase  price for the Shares is $0.20 per share.
Such price shall be subject to  adjustment  pursuant  to Section 7 hereof  (such
price,  as adjusted  from time to time,  is herein  referred to as the  "Warrant
Price").

     3. Exercise Period.  This Warrant is exercisable in whole or in part at any
time from the date hereof through January 24, 2006.

     4.  Method  of  Exercise.   While  this  Warrant  remains  outstanding  and
exercisable  in accordance  with Section 3 above,  the Holder may  exercise,  in
whole or in part, the purchase rights evidenced  hereby.  Such exercise shall be
effected by:

     (a)  surrender of this  Warrant,  together with a duly executed copy of the
form of Exercise Notice attached hereto,  to the Secretary of the Company at its
principal  officer,  and the  payment to the  Company of an amount  equal to the
aggregate purchase price for the number of Shares being purchased; or

     (b) if the Company's  Common Stock is publicly  traded as of such date, the
instruction  to  retain  that  number  of  Shares  having  a value  equal to the
aggregate  exercise  price of the  Shares  as to  which  this  Warrant  is being
exercised and to issue to the Holder the remainder of such Shares computed using
the following formula:
<PAGE>


Where: X = the number of shares of Common Stock to be issued to the Holder.

Y = the  number  of shares of Common  Stock as to which  this  Warrant  is being
exercised.

A = the fair market value of one share of Common Stock.

B = the Warrant Price.

     As used herein,  the "fair market value of one share of Common Stock" shall
mean:

     (1) Except in the circumstances  described in clause (2) or (3) hereof, the
closing  price of the  Company's  Common  Stock,  as reported in the WALL STREET
JOURNAL, on the trading day immediately prior to the date of exercise;

     (2) If such exercise is in conjunction with a merger, acquisition, or other
consolidation  pursuant to which the Company is not the  surviving  entity,  the
value received by the holders of the Common Stock  pursuant to such  transaction
for each share; or

     (3) If such exercise is in conjunction  with the initial public offering of
the  Company,  the price at which the Common Stock is sold to the public in such
offering.

     5.  Certificates  for  Shares.  Upon the  exercise of the  purchase  rights
evidenced by this Warrant,  one or more certificates for the number of Shares so
purchased  shall be issued as soon as practicable  thereafter,  and in any event
within thirty (30) days of the delivery of the subscription notice.

     6. Reservation of Shares.  The Company  covenants that it will at all times
keep available such number of authorized  shares of its Common Stock,  free from
all preemptive  rights with respect thereto,  which will be sufficient to permit
the exercise of this Warrant for the full number of Shares specified herein. The
Company further covenants that such Shares, when issued pursuant to the exercise
of this Warrant,  will be duly and validly issued, fully paid and non-assessable
and free from all taxes, liens and charges with respect to the issuance thereof.

     7. Adjustment of Warrant Price and Number of Shares. The number and kind of
securities purchasable upon exercise of this Warrant and the Warrant Price shall
be subject to adjustment from time to time as follows:
<PAGE>

     (a) Stock Dividends, Subdivisions, Combinations and Other Issuances. If the
Company shall at any time prior to the expiration of this Warrant  subdivide its
Common  Stock,  by stock split or  otherwise,  combine its Common Stock or issue
additional  shares of its Common Stock as a dividend  with respect to any shares
of its Common  Stock,  the number of Shares  issuable  on the  exercise  of this
Warrant  shall  forthwith  be  proportionately   increased  in  the  case  of  a
subdivision  or stock  dividend and  proportionately  decreased in the case of a
combination.  Appropriate  adjustments  shall also be made to the purchase price
payable  per share,  but the  aggregate  purchase  price  payable  for the total
number- of Shares  purchasable under this Warrant (as adjusted) shall remain the
same. Any adjustment under this Section 7(a) shall become effective at the close
of business on the date the subdivision or combination  becomes  effective or as
of the record  date of such  dividend,  or, in the event that no record  date is
fixed, upon the making of such dividend.

     (b) Reclassification,  Reorganization, Merger, Sal or Consolidation. In the
event of any  reclassification,  capital  reorganization  or other change in the
Common  Stock  of  the  Company  (other  than  as a  result  of  a  subdivision,
combination or stock dividend provided for in Section (a) above) or in the event
of a consolidation  or merger of the Company with or into, or the sale of all or
substantially  all of the properties  and assets of the Company,  to any person,
and the connection therewith consideration is payable to holders of Common Stock
in  cash,   securities  or  other   property,   then  as  a  condition  of  such
reclassification,  reorganization  or  change,  consolidation,  merger  or sale,
lawful provision shall be made, and duly executed documents  evidencing the same
shall be delivered to the Holder, so that the Holder shall have the right at any
time prior to the expiration of this Warrant to purchase, at a total price equal
to that  payable upon the  exercise of this  Warrant  immediately  prior to such
event, the kind and amount of cash,  securities or other property  receivable in
connection with such reclassification,  reorganization or change, consolidation,
merger or sale, by a holder of the same number of shares of Common Stock as were
exercisable  by  the  Holder   immediately   prior  to  such   reclassification,
reorganization  or  change,  consolidation,  merger or sale.  In any such  case,
appropriate  provisions shall be made with respect to the rights and interest of
the Holder so that the  provisions  hereof shall  thereafter be applicable  with
respect to any cash,  securities or property  deliverable  upon exercise hereof.
Notwithstanding  the foregoing,  (i) if the Company merges or consolidates with,
or sells all or  substantially  all of its  property  and  assets  to, any other
person,  and consideration is payable to holders of Common Stock in exchange for
their Common Stock in connection with such merger,  consolidation  or sale which
consists solely of cash, or (ii) in the event of the dissolution, liquidation or
winding  up of the  Company,  then the  Holder  shall  be  entitled  to  receive
distributions on the date of such event on an equal basis with holders of Common
Stock as if this  Warrant had been  exercised  immediately  prior to such event,
less the Warrant Price. Upon receipt of such payment,  if any, the rights of the
Holder shall  terminate and cease,  and this Warrant shall expire in case of any
such merger,  consolidation or sale of assets, the surviving or acquiring person
and, in the event of any dissolution,  liquidation or winding up of the Company,
the Company shall  promptly,  after receipt of this  surrendered  Warrant,  make
payment by delivering a check in such amount as is appropriate  (or, in the case
of consideration other than case, such other consideration as is appropriate) to
such  person as it may be directed  in writing by the Holder  surrendering  this
Warrant.

     (c) Certain Distributions.  In case the Company shall fix a record date for
the making of a dividend or distribution of cash,  securities or property to all
holders of Common Stock (excluding any dividends or distributions referred to in
Sections 7(a) or 7(b) above,  the number of Shares  purchasable upon an exercise
of this  Warrant  after such  record date shall be adjusted to equal the product
obtained by  multiplying  the number of Shares  purchasable  upon an exercise of
this Warrant immediately prior to such record date by a fraction,  the numerator
of which shall be the Warrant Price immediately prior to such distribution,  and
the  denominator of which shall be the Warrant Price  immediately  prior to such
distribution, less the fair market value per Share, as determined by the Holder,
of the cash,  securities or property so distributed.  Such  adjustment  shall be
made  successively  whenever  any such  distribution  is made and  shall  become
effective on the effective date of distribution.
<PAGE>

     8. Pre-Exercise Rights. Prior to exercise of this Warrant, the Holder shall
not be  entitled  to any rights of a  shareholder  with  respect to the  Shares,
including without limitation,  the right to vote such Shares, receive preemptive
rights or be  notified  of  shareholder  meetings,  and the Holder  shall not be
entitled to any notice or other communication concerning the business or affairs
of the Company.

     9. Restricted Securities.  The Holder understands that this Warrant and the
Shares  purchasable  hereunder  constitute  "restricted  securities"  under  the
federal  securities  laws inasmuch as they are being,  or will be, acquired from
the Company in transactions  not involving a public offering and accordingly may
not,  under  such laws and  applicable  regulations,  be  resold or  transferred
without  registration  under  the  Securities  Act of 1933,  as  amended,  or an
applicable  exemption  from  registration.   In  this  connection,   the  Holder
acknowledges that Rule 144 of the Securities and Exchange Commission is not now,
and may not in the  future be,  available  for  resales of the Shares  purchased
hereunder.  The  Holder  further  acknowledges  that the  Shares  and any  other
securities   issued  upon   exercise  of  this  Warrant   shall  bear  a  legend
substantially in the form of the legend appearing on the face hereof.

     10.  Certification  of Investment  Purpose.  Unless a current  registration
statement under the Securities Act of 1933, as amended,  shall be in effect with
respect to the securities to be issued upon exercise of this Warrant, the Holder
hereof,  by accepting  this  Warrant,  covenants and agrees that, at the time of
exercise hereof, the Holder will deliver to the Company a written  certification
that the securiti4es acquired by the Holder are acquired for investment purposes
only and that such  securities  are not acquired  with a view to, or for sale in
connection with, any distribution thereof.

     11.  Registration  Rights.  This Warrant and the Shares shall be subject to
the  registration  rights set forth in the  Registration  Rights Agreement dated
June 21, 2001 and the Amendment  and Joinder to  Registration  Rights  Agreement
dated July 19,  2001,  by and among the Holder and the  Company,  and the Holder
shall be entitled to all rights and benefits thereof.

     12. Successors and Assigns.  The terms and provisions of this Warrant shall
inure to the  benefit  of, and be binding  upon,  the Company and the Holder and
their respective successors and assigns.

     13.  Governing Law. This Warrant shall be governed by the laws of the State
of Texas, excluding the conflicts of laws provisions thereof.

                                   OBSIDIAN ENTERPRISES, INC.



                                   By:
                                        --------------------------------------
                                        Timothy S. Durham
                                        Chairman and Chief Executive Officer


<PAGE>




                                 EXERCISE NOTICE


                                             Dated __________________, ________


     The undersigned  hereby  irrevocably  elects to exercise the Stock Purchase
Warrant,  dated January 24, 2003,  issued by Obsidian  Enterprises,  Inc., a New
York  corporation (the "Company") to the undersigned to the extent of purchasing
_____________shares of Common Stock and hereby makes payment of $ ____________in
payment of the aggregate Warrant Price of such Shares.



                                  RENAISSANCE US GROWTH INVESTMENT TRUST PLC



                                  By: _____________________________________