OBSIDIAN ENTERPRISES INC
EXHIBIT 10.53
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>6
<FILENAME>ex10-53.txt
<DESCRIPTION>EXHIBIT 10.53
<TEXT>
                                  Exhibit 10.53

                                                      Commencement Date 08-01-02
                                                             Lease Term 07-31-03

               This lease is non-cancelable for the term indicated
                      Commercial Equipment Lease Agreement

     THIS  COMMERICAL  EQUIPMENT  LEASE AGREEMNT  ("Equipment  Lease") is by and
between Fair  Holdings,  Inc., an Ohio  corporation  (hereinafter  "Lessor") and
Obsidian Enterprises, Inc., a Delaware corporation (hereinafter "Lessee").

                                      TERMS

     1. Lease.  Lessor hereby agrees to lease to Lessee,  a Lessee hereby agrees
to lease from Lessor,  the personal property  described on the attached Schedule
"A"  upon  the  terms  and  conditions  set  forth  herein  and in  any  related
Schedule(s)  (such  property  together  with  all  replacements,   repairs,  and
additions  incorporated  therein or affixed  thereto being referred to herein as
the  "Equipment"),  which  schedules  are  incorporated  and made part hereof by
reference herein. Throughout this document the term Equipment Lease shall herein
refer to this Equipment Lease and any related Schedule(s).

     2. Term.  The term of this  Equipment  Lease with respect to the  Equipment
(the Term) shall commence on the date that is set forth above (the "Commencement
Date") and shall  terminate  on the last day of the Lease  Term set forth  above
(the "Lease Term"),  unless earlier terminated in accordance with the provisions
of this Equipment Lease. This Equipment Lease shall automatically be renewed for
another one (1) year term unless Lessee notifies Lessor 60 days prior to the end
of the term of its  intention to terminate  this  Equipment  Lease at the end of
such term.

     3. Rent.  The rent for the  Equipment  for the  entire  Lease Term shall be
$366.84  per month (the  "Rent"),  with the first such  monthly  payment due and
payable on the Commencement  Date. All subsequent monthly Rent payments shall be
due in  advance  on the same  date of each  month,  or the  first  business  day
thereafter is such payment  becomes due on a non-business  day, at a location to
be  designated  in writing from time to time by Lessor.  Payments due  hereunder
shall be subject to the provisions of paragraph 10.

     4.  Additional  Payment.  Lessee shall pay, in addition to Rent,  any other
amounts set forth herein.
<PAGE>

     5. Lessee Inspection:  Conclusive  Presumptions.  Lessee shall inspect each
item of Equipment within  forty-eight  (48) hours after receipt thereof.  Unless
within such period of time Lessee gives written notice to Lessor  specifying any
defect in or any other proper objection to the Equipment,  Lessee agrees that it
shall be conclusively  presumed,  as between Lessor and Lessee,  that Lessee has
fully  inspected and  acknowledged  that the Equipment is in good  condition and
repair, and that Lessee is satisfied with and has accepted the Equipment in such
good condition and repair and as satisfactory in all aspects for the purposes of
this Equipment Lease.

     6. Uses and  Location.  (a) Lessee shall use the Equipment in a careful and
proper manner, only in the normal and ordinary course of Lessee's business,  and
Lessee shall comply with,  and shall use the Equipment in accordance  with,  (1)
all state, federal and local laws, rules,  regulations,  statutes and ordinances
applicable  to Lessor  relating to the use,  possession,  operation,  licensing,
registration,  maintenance  or  inspection of the  Equipment,  (2) any insurance
policies in effect with  respect to the  Equipment,  (3) any  warranties  of any
manufacturer  with respect to the Equipment or any component thereof as attached
as Schedule "A", and (4) the operating  instructions  furnished by manufacturers
or other  suppliers of the  Equipment.  (b) Upon 24 hours prior  notice,  Lessor
shall have the right to inspect the  Equipment and observe its use during normal
business  shall maintain  possession of the Equipment.  Lessee shall give Lessor
immediate  notice of any  attachment  or other  judicial  process  affecting the
Equipment  and  whenever  requested  by  Lessor  of the  exact  location  of the
Equipment.

     7. Title and Return.  (a) The Equipment is the  property,  and at all times
shall remain, the sole and exclusive property of Lessor, and the delivery of the
Equipment to Lessee and Lessee's possession thereof shall constitute a bailment.
Lessee  shall have no rights,  title or  interest  to the  Equipment,  except as
expressly  set forth in this  Equipment  Lease.  (b) Upon  expiration or earlier
termination of this Equipment Lease, unless there has been a Casualty Occurrence
to the  Equipment,  Lessee shall return the  Equipment to Lessor in good repair,
condition and working  order,  ordinary wear and tear  resulting from proper use
thereof alone excepted, by delivering the Equipment at Lessee's cost and expense
to a location to be designated by Lessor. .

     8.  Maintenance  and  Repairs.   With  respect  to  items  not  subject  to
Manufacturer's warranty, Lessee, at its own cost and expense, shall (a) maintain
and keep the Equipment and all components thereof in good repair,  condition and
working order and in good condition as to appearance and mechanical performance,
ordinary wear and tear from authorized use excepted, (b) make all reasonable and
necessary repairs,  (c) purchase  replacements for and replace worn or defective
components of the Equipment,  so as to keep the Equipment in good mechanical and
working order,  and (d) cause the Equipment and all  components  thereof to meet
the applicable standards of any applicable governmental agency with jurisdiction
over  Lessor,  Lessee or the  Equipment  whether or not such pay for any and all
replacement  parts  and  components  required  by this  section,  and  all  such
replacement  parts  and  components  shall be free and  clear of all  liens  and
encumbrances.   Title  to  all  such  replacement  parts  and  components  shall
immediately pass to Lessor upon installation thereof.

     9. Alterations.  Without the prior written consent of Lessor,  Lessee shall
not make any material  alterations,  additions or improvements to the Equipment.
All  additions  and  improvements  of  whatsoever  kind  or  nature  made to the
Equipment shall belong to and become the property of Lessor upon the expiration,
or earlier termination of this Lease.
<PAGE>

     10. No Warranties By Lessor. LESSEE HAS SELECTED BOTH (a) THE EQUIPMENT AND
(b) THE  MANUFACTURER  OR OTHER  SUPPLIER  FROM WHOM LESSOR IS TO  PURCHASE  IT.
LESSOR  MAKES NO  WARRANTY,  EXPRESSED  OR IMPLIED AS TO ANY MATTER  WHATSOEVER,
INCLUDING WITHOUT  LIMITATION THE DESIGN OR THE CONDITION OF THE EQUIPMENT,  ITS
MERCHANTABILITY  OR ITS FITNESS FOR ANY PARTICULAR  PURPOSE,  AND, AS TO LESSOR,
LESSEE  LEASES  THE  EQUIPMENT  "AS  IS".  If any item of  Equipment  or all the
Equipment  is not  properly  installed,  does  not  operate  as  represented  or
warranted by its manufacturer, or is unsatisfactory for any reason, Lessee shall
make any claim on account thereof directly against such  manufacturer and shall,
upon satisfactory resolution of the claim by manufacturer,  pay Lessor all rents
payable under this Lease.  In the event  manufacturer  is unable or unwilling to
resolve the claim,  Lessor will  engage a mutually  agreed  party to resolve the
claim to Lessee's  reasonable  satisfaction at Lessor's  expense.  Lessor hereby
agrees to assign to Lessee, solely for the purpose of making and prosecuting any
such claim all of the rights  which  Lessor has against  such  manufacturer  for
breach of warranty or other  representation  representing the Equipment.  LESSOR
SHALL NOT BE LIABLE FOR ANY DIRECT OR  CONSEQUENTIAL  DAMAGES INCURRED BY LESSEE
AS A RESULT OF ANY BREACH OF  WARRANTY  OR  REPRESENTATION  WITH  RESPECT TO THE
EQUIPMENT  AND  LESSOR  SHALL NOT BE  LIABLE  TO  LESSEE  FOR LOSS OF USE OF THE
OCCASIONED  BY  LESSEE'S  INABILITY  TO  USE  THE  EQUIPMENT,   FOR  ANY  REASON
WHATSOEVER.  The  provisions  of this  paragraph  are  intended to be a complete
exclusion  and  negation  of any  express or implied  warranties  by Lessor with
respect to the Equipment,  whether arising under the Uniform  Commercial Code or
under any other law now or hereafter in effect, or otherwise.

     11. Insurance.  Lessee, at its own expense, shall provide, maintain and pay
for (a)  insurance  against a loss or theft of or damage  the  Equipment  for an
amount equal to its  replacement  cost naming Lessor as a  loss-payee,  All such
insurance that Lessee is required by this  Equipment  Lease to maintain shall be
obtained  with an insurance  company with at least an A- rating by A.M. Best and
shall  provide that any loss  thereunder  shall be payable  notwithstanding  any
action,  inaction,  breach or warranty  or  condition,  breach of  declarations,
misrepresentations  or negligence of Lessee, its employees or agents.  Each such
policy shall contain an agreement by the insurer that  notwithstanding  lapse of
any policy  for any  reason,  or rights of  cancellation  by the  insurer or any
cancellation by Lessee, such policy shall continue in full force for the benefit
of the Lessor,  for at least thirty (30) days after  written  notice  thereof to
Lessor,  and no  alteration  in any such policy shall be made except upon thirty
(30) days  written  notice of such  proposed  alteration  to Lessor and  written
approval by Lessor. If Lessee fails to acquire any policy of insurance  required
to be maintained  pursuant to this  paragraph,  or fails to renew or replace any
such policy at lease twenty (20) days prior to the expiration  thereof, or fails
to keep any such policy in full force and effect,  Lessor  shall have the option
(but not the  obligation) to pay the premiums any such policy of insurance or to
procure new  insurance  in an amount  type,  coverage  and  immediately  due and
payable to Lessor by Lessee upon demand by Lessor. No exercise by Lessor of such
option shall in any way affect the provisions of this Equipment Lease, including
the provisions that failure by Lessee to maintain the prescribed insurance shall
constitute an Event of Default.  The proceeds of such insurance shall be applied
toward the repair or  replacement  of the  Equipment if such repairs  exceed the
fair market value of the Equipment.

     12.  Taxes and General  Covenants.  (a) Lessee  agrees to pay when due, all
sales,  use,  property,  excise,  license and  registration,  duties,  taxes, ad
valorem and assessments, charges or fees of any nature whatsoever (including any
fees incurred  with respect to engaging a  third-party  to apply and process any
permits,  fees or taxes)  (Except for any taxes  based upon  Lessor' net income)
however  designated,  now and  hereafter  imposed  by any  governmental  entity,
whether  based  upon  the  Rent  or  the  Equipment  or the  purchase  delivery,
ownership,  leasing, use, possession or return thereof. Any fees, taxes or other
charges  paid by Lessor  upon  failure of Lessee to make such  payment  shall at
Lessor's demand become  immediately  due from Lessee to Lessor.  Lessor reserves
the right,  upon notice to Lessee,  to pay property  taxes  imposed on Equipment
which is leased  pursuant  to a fair market  value or a true lease.  If so paid,
Lessor will bill Lessee for the tax that shall  become an  obligation  of Lessee
under this  Lease.  (b) Lessee  shall keep the  Equipment  free and clear of any
levies,  liens and encumbrances.  Upon Lessor's  request,  Lessee shall execute,
acknowledge  and deliver in recordable  form any documents or other  instruments
with respect to the Equipment or this Lease as the Lessor may consider necessary
or  desirable  to  comply  with the  filing  or  recording  requirements  of any
jurisdiction.
<PAGE>

     13. Indemnity.  Lessee shall indemnify and defend against,  and hold Lessor
harmless  from,  any and all  claims,  actions,  damages  (including  reasonable
attorney's  fees)  obligations,  liabilities  and  liens  (including  any of the
foregoing  arising  or  imposed  without  Lessor's  fault or  negligence,  or in
connection  with  latent  or other  defects  or under  the  doctrine  of  strict
liability),  imposed or incurred by or asserted against Lessor or its successors
or  assigns,  arising  out  of the  manufacture,  purchase,  lease,  possession,
operation,  condition,  return or use of the Equipment,  or by operation of law.
Lessee shall give Lessor prompt written notice of any matter hereby  indemnified
against and agrees that upon written notice by Lessor of the assertion of such a
claim, action, damage,  obligation,  liability of lien, Lessee shall assume full
responsibility  for the defense  thereof.  This  paragraph 13 shall  survive the
expiration or other  termination  of this  Equipment  Lease.  If Lessee fails to
provide an adequate defense, in Lessor's sole discretion, then Lessor may retain
its own  counsel at Lessee's  expense.  All of  Lessor's  rights and  privileges
arising  out of  this  paragraph  13  shall  survive  the  expiration  of  other
termination of this Equipment  Lease. Any amounts required to be paid under this
paragraph  which  cannot be paid on the dates on which  Rent  would  become  due
because of the expiration or other  termination of this Equipment Lease shall be
due upon demand by the party claiming that such payment is due.

     14. Event of Default. The occurrence of any of the following events each of
them an Event of Default) shall constitute a default under this lease:

(a)  failure of Lessee to pay any  installment of Rent or any other sum required
     by this  Equipment  Lease to be paid by Lessee  within  ten (10) days after
     receipt of notice of such non-payment.

(b)  Failure of Lessee to observe,  perform or comply with any term, obligation,
     covenant or  condition  contained in this  Equipment  Lease or any Schedule
     other than the  obligation  referred to in  subparagraph  (a) above  within
     fifteen (15) calendar days after receipt of notice of such failure.

(c)  Any attempted  sale  encumbrance  by Lessee of the Equipment or any item of
     Equipment.

(d)  Failure  of Lessee to  contest a lien or  encumbrance  known to Lessee  and
     asserted against the Equipment or any Item of Equipment.

(e)  Failure to maintain  any  insurance  required  under  paragraph  11 of this
     Equipment Lease.

(f)  Lessee ceases to do business as a going concern.

(g)  Lessee shall (1) be generally  not paying its debts as they become due, (2)
     admit its  inability to pay its debts  generally as they become due, (3) be
     insolvent,  either in that its liabilities exceed its assets, or in that it
     is  unable  to pay its  debts  as  they  become  due,  (4)  make a  general
     assignment for the benefit of creditors, (5) file a petition in bankruptcy,
     or admit (by answer,  default or otherwise) the material allegations of any
     petition in bankruptcy  filed against it under the Federal  Bankruptcy Laws
     (as in effect of the date f this Equipment  Lease or as they may be amended
     from time to time), or under any other law for the relief of debtors or for
     the  discharge,  arrangement or compromise of debtors' debts of (6) consent
     to the appointment of a receiver, liquidator, assignee, custodian, trustee,
     sequester or other  official with similar powers of Lessee or a substantial
     part of its assets.

(h)  A petition shall be filed against  Lessee in proceedings  under the Federal
     Bankruptcy Law (as in effect at the date of this Equipment  Lease,  or they
     be  amended  from time to time),  or under any other laws for the relief of
     debtors or for the discharge,  arrangement or compromise of debtors' debts,
     or any  order  shall be  rendered  by any court of  competent  jurisdiction
     appointing a receiver,  trustee,  or liquidator of Lessee or of all or part
     of Lessee's  assets,  and such petition or order is not dismissed or stayed
     within sixty (60) consecutive calendar days after entry thereof.
<PAGE>

     15.  Remedies.  Upon the  occurrence of any Event of Default,  and any time
thereafter,  Lessor may at its option  exercise any one or more of the following
remedies:

(a)  Declare  the entire  amount of all unpaid Rent under this  Equipment  Lease
     (including installments of Rent which would otherwise have become due after
     the Event of Default), if any to be due and payable immediately.

(b)  Terminate  this  Equipment  Lease  as to  any or all  items  of  Equipment,
     whereupon all rights of Lessee to the use of the Equipment shall absolutely
     cease and  terminate  but Lessee shall  remain  liable upon all of Lessee's
     obligations  under this  Lease.  Any such  termination  shall occur only by
     written notice by Lessor to Lessee.  Any such termination  shall not impair
     Lessor's right to exercise the other remedies set out herein.

(c)  Immediately  take  possession  of  the  Equipment  after  terminating  this
     Equipment Lease as provided in subparagraph (b) of this paragraph,  and for
     this  purpose may enter upon any premises of Lessee  without any  liability
     for such entry.

(d)  Sell the Equipment or any other item of Equipment,  with or without  taking
     possession  of it, at public  auction or private sale at such time and upon
     such terms as Lessor may determine, free and clear of any rights of Lessee.
     In such case Lessor may recover from Lessee the difference  between (i) the
     sum of (A) the  present  value of the rent  required  under this  Equipment
     Lease after the Event of Default,  (B) the present value of the fair market
     value which the  Equipment  would have had at the normal  expiration of the
     Equipment  Lease had there been no event of default  (as  determined  by an
     independent  appraiser  acceptable  to  Lessor),  and (C) all of the  other
     payments  due to Lessor under this  Equipment  Lease as of the date of sale
     including,  but not limited to amounts due pursuant to paragraph 14 of this
     Equipment  Lease,  and the  proceeds of any sale of such  Equipment  (which
     proceeds  have been  reduced by the  reasonable  expenses  incurred  by the
     Lessor in the retaking of  possession,  preparation  for sale,  and sale of
     such Equipment).  To the extent that it does not duplicate amounts credited
     to Lessee and deducted from amounts  Lessor may recover under the preceding
     sentence,  Lessee shall be entitled,  in mitigation of damages,  to the net
     proceeds of any such sale after  deduction from such proceeds of all costs,
     charges and  expenses  incurred by Lessor in the  exercise of its  remedies
     under  this  paragraph  16,  up to the  amount  paid by  Lessee  under  the
     preceding sentence.

(e)  Lease the  Equipment,  or any item of  Equipment,  with or  without  taking
     possession  of it, for such period and  rental,  and to such  personals  as
     Lessor may  elect.  In such case,  Lessor may  recover  from the Lessee the
     greater of: (1) the  aggregate of (A) the present value of the aggregate of
     the Rent required under this Equipment Lease for the term of this Equipment
     Lease  remaining  after  the  Event of  Default,  and (B) all of the  other
     payments due to Lessor under this Equipment Lease as of the date of the new
     lease,  including,  but not limited to amounts due pursuant to paragraphs 4
     and 14 of this Lease, less the present value of the contracted for rent for
     the Equipment to become due under the terms of the new lease for the period
     beginning  on the date the event of default  occurred and ended on the date
     the Term would have expired and had there been no Event of Default,  or (2)
     the  aggregate  of (A) the  present  value  of the  aggregate  of the  Rent
     required under this Equipment  Lease for the term remaining after the Event
     of  Default,  and (B) all of the other  payments  due to Lessor  under this
     Equipment Lease as of the date of the new lease,  including but not limited
     to amounts due  pursuant to  paragraphs  4 and 14 hereof,  less the present
     value of the fair rental value (as determined by an  independent  appraiser
     acceptable  to Lessor) of such  Equipment  for the period  beginning on the
     date the Term would have expired if there had been an Event of Default.  To
     the  extent  that it does not  duplicate  amounts  credited  to Lessee  and
     deducted from amounts Lessor may recover under subparagraphs (1) and (2) of
     this  subparagraphs  (1) and (2) of this  subparagraph (e), Lessee shall be
     entitled,  in  mitigation  of  damages,  to the net  present  value  of the
     contracted  for Rent  under any new lease for the period  beginning  on the
     date of the  Event  of  Default  occurred  and  ending  on the date of this
     Equipment  Lease would have  terminated  had there been no Event of Default
     (discounted  at the interest rate at which as new Lessee could borrow funds
     on a secured  basis for a term  equivalent  to the term of the new  lease),
     after deduction from such present value of all costs, charges and expenses,
     including  attorney's fees,  incurred by Lessor in the exercise of Lessor's
     remedies  under this  paragraph  17, up to the amount paid by Lessee  under
     this subparagraph (e).

(f)  Pursue any other remedy at law or in equity.  If this Lease or any Schedule
     thereto is deemed at any time to be a lease  intended as  security,  Lessee
     grants  Lessor  a  security   interest  in  the  Equipment  to  secure  its
     obligations  under this lease and all other  indebtedness at any time owing
     by Lessee to Lessor  and  agrees  that upon the  occurrence  of an Event of
     Default,  in addition to all of the other rights and remedies  available to
     Lessor  hereunder,  Lessor  shall have all of the rights and  remedies of a
     Senior Secured party under the Uniform Commercial Code.
<PAGE>

     16. Remedies Not Exclusive.  No right or remedy conferred in this Equipment
Lease is exclusive of any other right or remedy  conferred herein or by law, but
all such  remedies  are  cumulative  of every  other  right or remedy  conferred
hereunder or at law or in equity,  by statue or otherwise,  and may be exercised
concurrently or separately from time to time.

     17.  Lessor's  Expenses.  Lessee  shall pay Lessor all costs and  expenses,
including  reasonable  attorney's  fees and court  costs,  incurred by Lessor in
exercising  any of its rights or  remedies  hereunder  or  enforcing  any of the
terms, conditions, or provisions hereof.

     18.  Assignment.  (a) Without Lessor's prior written consent,  Lessee shall
not (1)  assign,  transfer,  pledge or  hypothecate  the  Equipment  Lease,  the
Equipment or any items thereof,  or any interest therein,  or (2) sublet or lend
the  Equipment  or any items  thereof to be used by anyone  other  than  Lessee,
Lessee's  employees  or race teams  related to Lessee.  Consent to anyone of the
foregoing  acts applies  only in the given  instance and is not a consent to any
subsequent like acts by Lessee or any other person. (b) Lessee's interest herein
may not be assigned or  transferred  by  operation of Law. (c) Lessor may assign
this Equipment Lease or mortgage the Equipment or both in whole or in part, with
notice to  Lessee.  Upon  notice of such  assignment,  Lessee  shall (if  Lessor
requests)  acknowledge  receipt  thereof  in  writing.  Each  such  assignee  or
mortgagee  shall have all of the rights,  but none of the  obligations of Lessor
under this Equipment Lease.  Lessor agrees that Lessee may quietly enjoy the use
of the Equipment  subject to, and so long as Lessee complies with, all the terms
and conditions of this  Equipment  Lease.  Subject to the foregoing,  this lease
inures to the  benefit of and is  binding  upon the  heirs,  legatees,  personal
representatives, successors and assigns of the parties hereto.

     19.  Personal  Property.  The  Equipment  is, and at all times shall be and
remain,  personal property.  At its own cost and expense,  Lessee shall take all
actions  that may be necessary  or  desirable  to cause the  Equipment  and each
component thereof to retain its character as personal property.

     20. Late  Charge.  If Lessee  fails to pay any  installment  or rent or any
other sum to be paid by Lessee to Lessor within ten (10) days after the due date
thereof,  Lessee shall pay Lessor a late charge equal to 1% of such  installment
or if there is a maximum contract rate fixed by law, then at such rate.

     21.  Non-waiver.  No covenant or condition of this  Equipment  Lease can be
waived  except by the written  consent of Lessor.  Forbearance  or indulgence by
Lessor in any regard  whatsoever,  shall not constitute a waiver of the covenant
or condition to be performed by Lessee to which such  forbearance or indulgences
may  apply,  and  until  complete  performance  by Lessee  of such  covenant  or
condition,  Lessor  shall be entitled to invoke any remedy  available  to Lessor
under this Equipment  Lease or by law or in equity  despite such  forbearance or
indulgence.

     22. Entire  Agreement.  This  instrument  and the Schedules  constitute the
entire agreement between Lessor and Lessee and shall not be amended,  altered or
changed except by written agreement signed by the parties.

     23.  Notices.  Service of all notices under this  Equipment  Lease shall be
sufficient if given personally or mailed do the party involved at its respective
address or at such  address as such  party may  provide in writing  from time to
time.  Any such notice mailed to such address shall be effective  when deposited
in the United States mail, duly addressed and with first class postage pre-paid.
<PAGE>

     24. Titles. The titles of the paragraphs of this Equipment Lease are solely
for the convenience of the parties,  and are not an aid in the interpretation of
the instrument.

     25. Time.  Time is of the essence of this Equipment  Lease and each and all
of its provisions.

     26.  Governing  Law. The validity,  construction  and  performance  of this
Equipment  Lease shall be governed by the laws  (including  the conflict of laws
rules) of the State of Indiana.  Lessee hereby  consents to the  jurisdiction of
any state or federal court located in Marion County, Indiana.

     27. Incorporation By Reference. All Schedules, annexes or other attachments
to  this  Equipment  Lease  as if set  out in full  at the  first  place  in the
Equipment Lease that references is made thereto.

     28. Further  Assurances.  At Lessor's  request,  from time to time,  Lessee
shall sign financing  assignments or other documents or instruments necessary to
make  public  filings  reflecting  Lessor's  ownership  of and  interest  in the
Equipment, and Lessee authorized Lessor to make any such filings that Lessor may
deem appropriate.  Such filings and this provision are precautionary only and do
not evidence any intention that this Equipment Lease create a security interest.
In addition to the  foregoing,  Lessee shall provide to Lessor any  confirmation
and/or   reaffirmation  of  the  representations  and  warranties  contained  in
paragraphs  14 and 18 of this Lease from any legal  counsel or certified  public
accountant acceptable to Lessor as Lessor may require.


LESSEE:                                     LESSEE:

Obsidian Enterprises, Inc.                  Fair Holdings, Inc.

By:      /s/ Terry G. Whitesell             By: /s/ Timothy S. Durham
   ---------------------------------            -------------------------------
         Terry G. Whitesell                     Timothy S. Durham
Its:     President                          Its:     Chairman
     -------------------------------            -------------------------------


</TEXT>
</DOCUMENT>
