<PAGE>

                                                                    Exhibit 10.2

                                   ASSIGNMENT

          For value received, in accordance with the Purchase Agreement, dated
as of June 1, 2002 (the "Purchase Agreement"), between the undersigned and
Franklin Receivables LLC (the "Purchaser"), the undersigned does hereby sell,
assign, transfer and otherwise convey unto the Purchaser, without recourse, all
right, title and interest of the undersigned in and to: (i) the Initial
Receivables, and all monies representing interest and principal payments
received thereon on and after the Initial Cutoff Date; (ii) the security
interest of the Seller in the Financed Vehicles granted by the Obligors pursuant
to the Initial Receivables and any other interest of the Seller in such Financed
Vehicles; (iii) the interest of the Seller in any proceeds with respect to the
Initial Receivables from claims on any physical damage, credit life or
disability insurance policies relating to the Financed Vehicles or Obligors and
any proceeds from the liquidation of the Initial Receivables; (iv) the interest
of the Seller in any proceeds from any Initial Receivables repurchased by a
Dealer pursuant to a Dealer Agreement as a result of a breach of a
representation or warranty in the related Dealer Agreement; (v) all rights under
any extended warranty service contracts on the related Financed Vehicles; (vi)
the related Receivables Files; and (vii) the proceeds of any and all of the
foregoing. The foregoing sale does not constitute and is not intended to result
in any assumption by the Purchaser of any obligation of the undersigned to the
Obligors, insurers or any other person in connection with the Initial
Receivables, related Receivable Files, any insurance policies or any agreement
or instrument relating to any of them.

<PAGE>

          This Assignment is made pursuant to and upon the representations,
warranties and agreements on the part of the undersigned contained in the
Purchase Agreement and is to be governed by the Purchase Agreement. The
undersigned acknowledges and agrees that the Purchaser may further assign the
items enumerated in clauses (i) through (vii) above to Franklin Auto Trust
2002-1 which may in turn assign its interests in the items in (i) through (vii)
above to The Bank of New York, as trustee (the "Trustee") for the benefit of the
Noteholders, the Certificateholders and the Security Insurer, and that the
Trustee will have the right to enforce any of the rights of the Purchaser under
the Purchase Agreement.

          Capitalized terms used herein and not otherwise defined shall have the
meaning assigned to them in the Purchase Agreement.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

<PAGE>

          IN WITNESS WHEREOF, the undersigned has caused this Assignment to be
duly executed as of June 1st, 2002.

                                        FRANKLIN CAPITAL CORPORATION



                                        By: /s/ Harold E. Miller, Jr.
                                           -------------------------------------
                                           Name:  Harold E. Miller, Jr.
                                           Title: President/CEO