Exhibit 10.6

                             SUBSCRIPTION AGREEMENT
                           OBSIDIAN ENTERPRISES, INC.

         Subscription for Shares of Series C Convertible Preferred Stock


     The undersigned  (the  "Subscriber"),  hereby  subscribes for and agrees to
purchase One Hundred  Eighty Six Thousand  Three Hundred  Twenty Four  (186,324)
Shares of Series C Convertible Preferred Stock, of OBSIDIAN ENTERPRISES, INC., a
Delaware corporation (the  "Corporation"),  in consideration of the cancellation
of  indebtedness  due the  Subscriber  in the amount of Five Hundred  Ninety Six
Thousand Dollars ($596,000).

     The Subscriber hereby represents and warrants to the Corporation,  with the
intent that the same may be relied upon, as follows:

     1.  The  Subscriber  has  received  all  documents  and  other  information
concerning the Corporation  that the Subscriber has requested and as a result of
the  Subscriber's  study of the  information  and prior  overall  experience  in
financial  matters,  the  Subscriber  is properly  able to evaluate  the capital
structure  of the  Corporation,  the business of the  Corporation  and the risks
inherent  therein;  and has  been  given  the full  opportunity  to  obtain  any
additional information or document from, and to ask questions of the Corporation
to the  extent  necessary  to  evaluate  the  merits  and risks  related  to his
investment in the Corporation.

     2. The  Subscriber has had access to all the material facts with respect to
the shares by reason of the Subscriber's  active involvement in the organization
or  management  of the  Corporation  or by  reason  of the  Subscriber's  family
relationship  with  a  person  actively  involved  in  the  organization  or the
management of the Corporation.

     3. The Subscriber  understands that the Corporation's  shares have not been
registered  under the  Securities  Act of 1933,  as  amended,  and have not been
registered  under any state  securities  laws,  in each case,  in reliance on an
exemption  therefrom,  based in part upon representations of the Corporation and
the shareholders of the Corporation.

     4. The  Subscriber is purchasing  the  Corporation's  shares for investment
purposes only and for the Subscriber's own account as principal,  and not with a
view to, or for, resale,  distribution or granting a participation  therein,  in
whole or in part.

     5.  The  Subscriber  must  bear  the  economic  risk of  investment  in the
Corporation's  shares  for an  indefinite  period  of time  and may not  sell or
otherwise  transfer  any shares  unless such shares are first  registered  under
applicable securities laws or an exemption therefrom is available.

     6. The following legend will be placed on each certificate representing the
shares and any other  documents  evidencing  ownership of the shares (except for
any such  certificate  or other document on which a similar  restrictive  legend
already appears):
<PAGE>

                               TRANSFER RESTRICTED

     The transfer of the securities represented by this certificate has not been
registered under the Securities Act of 1933 or applicable state securities laws.
These  securities  have  been  acquired  for  investment  and not with a view to
distribution or resale.

     These securities are subject to restrictions on transferability  and resale
and may not be  transferred  or resold except as permitted  under the Securities
Act of 1933, as amended,  and the applicable state securities laws,  pursuant to
registration or exemption therefrom. Investors should be aware that they will be
required to bear the financial risks of this investment for an indefinite period
of time.

     By the acceptance  hereof,  the holder agrees that these securities may not
be made  subject to a security  interest,  pledged,  hypothecated  or  otherwise
transferred  without an effective  registration  statement for such shares under
the Securities Act of 1933 and applicable state securities laws or an opinion of
counsel  for  the  Corporation  that  registration  is not  required  under  the
Securities Act of 1933 and applicable state securities laws.

         Dated:  April 30, 2002

                                    FAIR HOLDINGS, INC.


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