**EXHIBIT 10.29**
**OBLIGOR ASSIGNMENT AGREEMENT**
     This ASSIGNMENT AGREEMENT (“Assignment”) dated November 14, 2002 (the“Effective Date”) is made among CONTRACTOR SUPPLY INCORPORATED, an Indianacorporation (“Contractor Supply”), MAXCO, INC., a Michigan corporation(“Maxco”) and ERSCO CORPORATION, a Michigan corporation (“Ersco”).
RECITALS:
     A.     Maxco is the obligor under certain promissory notes originally payableto the order of Comerica Bank (“Bank”) which are listed and detailed on ExhibitA attached hereto (the “Assigned Notes”).
     B.     The outstanding principal balance due under each of the Assigned Notesas of November 12, 2002 is set forth on Exhibit A.
     C.     The Assigned Notes were assigned from Bank to Contractor Supply byAssignment Agreement dated November 14, 2002. Bank also assigned the relatedguaranty, security agreement and UCC financing statement (the “AssignedDocuments”).
     D.     Maxco, Ersco, Contractor Supply and Ambassador are parties to a StockPurchase Agreement dated November 14, 2002 (the “Purchase Agreement”) wherebyContractor Supply purchased all of the stock of Ersco from Maxco. Therepresentations and warranties, and the provisions regarding indemnificationand resolution of conflict in the Purchase Agreement shall be incorporated byreference into this Assignment.
     E.     As a part of the transactions under the Purchase Agreement, Maxco isassigning its obligations and liabilities under each of the Assigned Notes toErsco, and Contractor Supply is consenting to that Assignment.
     In consideration of the premises and the mutual promises contained hereinthe parties agree as follows:
     1.     Subject to the terms and conditions of this Agreement:
          (a)  Maxco hereby assigns to Ersco, and Ersco hereby accepts from Maxco,all of Maxco’s rights, liabilities and obligations as obligor in and to theAssigned Notes.
          (b)  Ersco assumes all of Maxco’s rights, obligations and duties withregard to the Assigned Notes as of the Effective Date of the Assignment.
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          (c)  The Assignment of the Assigned Notes is made by Maxco on a quit claimbasis and without recourse of any type or kind to Maxco, and without anyrepresentation or warranty of any kind by Maxco, whether express or implied, infact or in law.
     2.     Notwithstanding anything contained in the Assigned Notes or theAssigned Documents to the contrary or otherwise, the obligations of Maxco andany guarantors other than Ersco under the Assigned Notes and Assigned Documentsare hereby fully and completely released , it being the intention of theparties that the Retained Documents shall, as of the Effective Date, serve toguaranty and secure only the Retained Notes.
     3.     Contractor Supply hereby unconditionally guarantees the payment andperformance of Ersco under this Assignment.
     4.     Contractor Supply hereby acknowledge and approve the transactionscontemplated by this Assignment, and the acknowledgments, waivers and releasescontained in this Agreement.
     5.     The agreements, representations and warranties of the parties shallsurvive the consummation of the Assignment.
     6.     This Agreement shall be governed by and construed in accordance withthe laws of the State of Michigan without reference to conflicts of laws.
     7.     This Agreement and the Purchase Agreement sets forth the entireagreement and understanding of the parties, and supersedes all prior agreementsand understandings between the parties with respect to the assignment of theAssigned Notes, Assigned Documents and other matters reflected herein. ThisAgreement shall be binding on, and inure to the benefit of, the parties andtheir successors and permitted assigns.
     8.     This Assignment may be signed by facsimile signatures and incounterparts, each of which shall be an original and all of which takentogether shall constitute one agreement.
     9.     This Assignment may not be amended, waived, discharged or terminatedorally, but only by an instrument in writing signed by the party against whichenforcement of such change, waiver, discharge or termination is sought.
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     IN WITNESS WHEREOF, the parties hereto have executed this Assignment asof the Effective Date.   Maxco, Inc. Ersco Corporation By: /s/ Max A. Coon