Exhibit 3.2(b)


                            CERTIFICATE OF AMENDMENT

                                       OF

              CERTIFICATE OF DESIGNATIONS, PREFERENCES, RIGHTS AND
                    LIMITATIONS OF SERIES C PREFERRED STOCK

Obsidian  Enterprises,  Inc., a corporation  organized and existing under and by
virtue of the  General  Corporation  Law of the State of  Delaware,  DOES HEREBY
CERTIFY:

FIRST: That at a meeting of the Board of Directors of Obsidian Enterprises, Inc.
resolutions  were  duly  adopted  setting  forth  a  proposed  amendment  to the
Certificate of  Designations,  Preferences,  Rights and  Limitations of Series C
Preferred  Stock of said  corporation,  declaring said amendment to be advisable
and directing  that said  amendment be considered at the next annual  meeting of
the stockholders of said corporation.  The resolution setting forth the proposed
amendment is as follows:

          RESOLVED,  that the  Certificate  of  Designations,  Preferences,
     Rights and Limitations of Series C Preferred Stock of this corporation
     be amended by adding a new  subsection  to Section 4 thereof such that
     the  following  shall be a new  subsection,  subsection  (h),  of said
     Section 4 and read as follows:

               "(h)  In  the  event  the  Corporation  shall  at  any  time
          subdivide (by any stock split,  stock  dividend or otherwise) its
          outstanding  shares of  Common  Stock,  into a greater  number of
          shares,  the number of shares of Common Stock issuable  hereunder
          upon  conversion  of  shares  of  Series  C  Preferred  shall  be
          proportionately  increased,  and,  conversely,  in the  event the
          outstanding shares of Common Stock shall be combined into a fewer
          number of shares  (by  reverse  stock  split or  otherwise),  the
          number  of  shares  of  Common  Stock  issuable   hereunder  upon
          conversion   of   shares   of   Series  C   Preferred   shall  be
          proportionately decreased."

SECOND:  That thereafter,  pursuant to resolution of its Board of Directors,  an
annual meeting of the  stockholders of said corporation was duly called and held
upon notice in accordance with Section 222 of the General Corporation Law of the
State of Delaware,  at which meeting the necessary  number of shares as required
by statute were voted in favor of the amendment.

THIRD:  That the amendment was duly adopted in accordance with the provisions of
Section 242 of the General Corporation Law of the State of Delaware.

FOURTH:  That this  Certificate of Amendment of the  Certificate of Designations
shall be effective on December 4, 2003.






IN WITNESS WHEREOF, said Obsidian Enterprises,  Inc. has caused this certificate
to be signed by Timothy S. Durham, its Chairman & CEO, this 3rd day of December,
2003.

                                   OBSIDIAN ENTERPRISES, INC.

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

                                   Printed: Timothy S. Durham
                                           -------------------------------------

                                   Title: Chairman and CEO
                                         ---------------------------------------