FORBEARANCE AGREEMENT

Exhibit 10.1

FORBEARANCE AGREEMENT

OLD NATIONAL BANK, a national banking association (the "Bank"), OBSIDIAN LEASING COMPANY, INC. , an Indiana corporation with an address of 111 Monument Circle, Indianapolis, Indiana, 46204 (the "Borrower"), OBSIDIAN ENTERPRISES, INC., PYRAMID COACH, INC., TIMOTHY S. DURHAM, TERRY WHITESELL, and JULIA WHITESELL (collectively, the "Guarantors") (the Borrower and the Guarantors may from time to time hereinafter be referred to as, the "Obsidian Parties") enter into this Forbearance Agreement (the "Agreement") effective as of December 1, 2004.

RECITALS

A.         The Bank and the Obsidian Parties are parties to, among others, the agreements and documents as more particularly identified on Exhibit A attached hereto (the "Schedule of Documents"). All of the documents referenced on the Schedule of Documents and any other documents, agreements, and promissory notes between the Bank and Obsidian Parties, as amended, modified, extended, and renewed from time to time, including as amended by this Agreement, are referred to collectively as, the "Loan Documents."

B.          Exhibit B attached hereto and incorporated by reference indicates the principal amounts owing to the Bank under the Loan Documents as of March 25, 2005 in connection with the Term Loan Note dated October 31, 2002 and the Term Loan Note dated October 31, 2002 each executed by the Borrower (collectively, the "Notes"), which amounts do not include costs and attorneys' fees reimbursable to the Bank pursuant to the Loan Documents, obligations for which the Obsidian Parties are liable, and other obligations provided for in the Loan Documents (the "Obligations").

C.         The Obsidian Parties acknowledge that (i) the Obligations are due the Bank without setoff, defense, or counterclaim, in law or in equity, of any kind or nature whatsoever; and (ii) the Obligations are secured by valid, perfected, first priority liens and security interests in favor of the Bank in certain of the Obsidian Parties' present and future personal property as more particularly identified in the Loan Documents (collectively, the "Collateral.")

D.         The Obsidian Parties reaffirm, ratify, and confirm the obligations and duties under the Loan Documents.

E.         The Obsidian Parties acknowledge that they are in default under the Loan Documents for, among other reasons, the defaults under the Loan Documents enumerated in Exhibit C attached hereto (the "Defaults").

F.         The Obsidian Parties also acknowledge that based on the Defaults, the Bank has the right, without further notice, to take all available legal action to enforce its rights under the Loan Documents. Further, if the Bank took such action, the Obsidian Parties acknowledge that the Bank's actions would be reasonable and within the rights and remedies reserved and available to the Bank under the Loan Documents.

G.         The Obsidian Parties acknowledge that the Bank has duly performed all of its obligations under the Loan Documents and that the Bank has no obligation to continue to lend to the Obsidian Parties or forbear from enforcing its available rights and remedies.

H.         The Obsidian Parties acknowledge that the actions taken by the Bank in furtherance of the Loan Documents and this Agreement are reasonable and appropriate under the circumstances, are within the Bank's rights under the Loan Documents and applicable law, and do not constitute interference with or control over the Obsidian Parties' business operations.

I.          The Obsidian Parties have requested that the Bank forbear from enforcing its rights and remedies under the Loan Documents and applicable law to afford the Obsidian Parties an opportunity to reorganize their business affairs.

J.          The Bank, as a condition precedent to forbearing from enforcing its rights and remedies under the Loan Documents and applicable law, has required certain agreements and accommodations as set forth in this Agreement.

K.         Subject to the terms and conditions of this Agreement, the Bank has agreed to forbear from enforcing its rights and remedies.

L.         Upon a default under this Agreement, the Bank will be entitled to immediately pursue all available legal remedies against the Obsidian Parties and to obtain a judgment therein.

BASED ON THE FOREGOING RECITALS (which are incorporated as representations, warranties and covenants of the respective parties, as the case may be), the parties hereto agree as follows:

TERMS AND CONDITIONS

1.           Forbearance . The Bank agrees to forbear from enforcing its rights and remedies based on the Defaults through 5:00 P.M. (Danville, Illinois time) on April 30, 2005 (the "Forbearance Period") subject to the following conditions:

2.           Defaults . In addition to any other defaults provided for in the Loan Documents, the following shall constitute a default under this Agreement and under all of the Loan Documents of which this Agreement is a part:

3.           Conditions Precedent . This Agreement shall become and be deemed effective in accordance with its terms immediately upon the Bank receiving:

4.           Representations and Warranties of the Obsidian Parties . The Obsidian Parties hereby represent and warrant, in addition to any other representations and warranties contained herein, in the Loan Documents or any other document, writing, or statement delivered or mailed to the Bank or its agent by the Obsidian Parties, as follows: