Exhibit 10.2


                   ASSIGNMENT OF NOTE AND OTHER LOAN DOCUMENTS

     THIS ASSIGNMENT OF NOTE AND OTHER LOAN DOCUMENTS (the "Assignment") is made
by Bank of America, N.A. ("Assignor"),  whose mailing address is 101 North Tryon
Street,  NC1-001-13-26,  Charlotte, North Carolina 28255 to and in favor of Fair
Holdings, Inc. ("Assignee"), whose mailing address is 815 E. Main Street, Akron,
Ohio  44305  relating  to  an  obligation  of  Danzer   Industries,   Inc.  (the
"Borrower"), whose last known mailing address is 17500 York road, Hagerstown, MD
21740.

                                    RECITALS:

     A.  Assignor  is the owner and  holder of that  certain  loan (the  "Loan")
evidenced by one or more Promissory  Notes, (the "Note") payable to Assignor (or
Assignor's  predecessor)  and  delivered  by Borrower  which Loan may be further
evidenced or secured by one or more Deeds of Trust (the "Deed of Trust"), one or
more security agreements (the "Security Agreement"), one or more UCC-1 financing
statements (the "UCC"),  one or more guaranties (the  "Guaranty") and such other
documents  evidencing the  indebtedness  of Borrower to Assignor and the related
security interests of Assignor, all of which may have been subsequently modified
or amended all as more particularly described on Schedule A attached hereto (the
"Schedule") and by this reference made a part hereof.

     B. The Note, any Deed of Trust, Security Agreement, UCC, Guaranty, or other
documents and  instruments  executed  and/or  delivered in  connection  with the
subject Loan are hereinafter collectively referred to as the "Loan Documents".

     C. Assignor desires to sell and assign to Assignee, and Assignee desires to
purchase from Assignor, Assignor's interest in and to the Loan Documents.

                                   AGREEMENT:

     NOW,  THEREFORE,  for and in consideration  of the premises,  the covenants
herein set forth,  together  with other  good and  valuable  consideration,  the
receipt and sufficiency of which are hereby acknowledged and confessed, Assignor
SELLS, NEGOTIATES,  ASSIGNS, ENDORSES,  TRANSFERS, GRANTS, CONVEYS, and DELIVERS
unto Assignee all of the Assignor's  right,  title,  interest and benefit to, in
and under the Loan Documents and the sums payable thereunder, with interest from
the Effective  Date of this  Assignment  without  recourse,  representations  or
warranties,   express  or  implied,   except  as   otherwise   set  out  herein.
Notwithstanding the foregoing,  Assignor and Assignee agree and acknowledge that
the assignment of the Loan Documents is only an assignment of the Loan Documents
of this  Loan  and is not an  assignment  of the  Loan  Documents  of any  other
indebtedness of Borrower to Assignor or any guarantor to Assignor.  Further, any
assignment  of  any  Guaranty  is  only  an  assignment  of the  Guaranty  as it
guarantees  this Loan and not as to any other  indebtedness  of  Borrower or any
guarantor to Assignor.

     TO HAVE AND TO HOLD the same together with all rights,  titles,  interests,
privileges,  claims,  demands and equities  existing and to exist in  connection
therewith unto Assignee, its successors and assigns forever.
<PAGE>

     Assignor  expressly  waives and  releases in favor of Assignee  any and all
rights that  Assignor may now have or  hereinafter  have to establish or enforce
any lien or security  interest,  if any,  securing  payment of the  indebtedness
arising pursuant to the Loan.

Assignor  directs that all payments due under the Loan  Documents  subsequent to
the Effective Date be made directly to Assignee.

     Assignor represents to Assignee that it is the owner and holder of the Loan
Documents free and clear of all liens and  encumbrances and Assignor has all the
requisite  power and authority to transfer the Loan  Documents to Assignee under
this Agreement.

     Except as otherwise specifically stated in this Assignment or in a separate
writing executed by Assignor and Assignee,  Assignor specifically  disclaims any
warranty,  guaranty or representation,  oral or written, past, present or future
with respect to the Loan and the Loan Documents,  including, without limitation,
(i) the  validity,  existence,  or  priority  of any lien or  security  interest
securing  the Loan;  (ii) the  existence  or basis for any claim,  counterclaim,
defense  or offset  relating  to the  Loan;  (iii) the  financial  condition  of
Borrower;  (iv)  the  compliance  of the  Loan  with  any  laws,  ordinances  or
regulations of any government or other body; (v) the condition of any collateral
securing  the  Loan;  and (vi)  the  future  performance  of the  Borrower,  the
collateral or any guarantor of the Loan. Assignee acknowledges and represents to
Assignor  that  having  been  given  the   opportunity   to  undertake  its  own
investigation of the Loan,  Assignee is relying solely on its own  investigation
of the Loan  evidenced  by the Note and not any  information  provided  or to be
provided by Assignor.  The sale of the Loan as provided for herein is made on an
"AS IS", "WHERE IS" basis, with all faults, and Assignee,  by acceptance of this
Assignment,   expressly   acknowledges   that  ASSIGNOR  MAKES  NO  WARRANTY  OR
REPRESENTATION,  EXPRESS OR IMPLIED,  OR ARISING BY OPERATION OF LAW RELATING TO
THE LOAN,  EXCEPT AS  SPECIFICALLY  SET FORTH  HEREIN OR IN A  SEPARATE  WRITING
EXECUTED BY ASSIGNOR AND ASSIGNEE.

     Assignee  hereby  assumes any and all of Assignor's  obligations  under the
Loan and the  Loan  Documents  arising  on or after  the date  hereof.  Further,
Assignee hereby indemnifies and holds Assignor harmless from and against any and
all claims, liabilities,  damages, expenses or obligations (including reasonable
attorney's fees) of any kind or character in connection with the Loan arising as
a result of Assignee's  actions or inaction at any time with respect to the Loan
or any parties to the Loan.  Assignee represents to Assignor that it has all the
requisite power and authority to execute and to deliver this Assignment,  and to
perform all of its obligations under this Assignment.

     This  Assignment  may  be  executed  in  a  number  of  multiple  identical
counterparts which, when taken together,  shall constitute  collectively one (1)
Assignment,  but in making proof of this Assignment it shall not be necessary to
produce or account for more than one such  counterpart  executed by the party to
be charged.

     IN WITNESS WHEREOF, this Assignment has been executed by the parties hereto
effective as of the 28th day of March, 2003 (the "Effective Date").

ATTEST:                              ASSIGNOR:
                                     Bank of America, N. A.
      /s/ Clara S. Blanding          a national banking association
------------------------------
Name:  Clara S. Blanding
Title:  Assistant Secretary          By: /s/ Roger O. Gore
                                         -------------------------------------
[Bank Seal]                              Name: Roger O. Gore
                                         Title: Sr. Vice President


<PAGE>


STATE OF NORTH CAROLINA         )
                                )
COUNTY OF MECKLENBURG           )

     I HEREBY CERTIFY that on this 28th day of March,  2003, before me, a Notary
Public of said State,  personally  appeared  Roger O. Gore, who made oath in due
form of law that he/she is a Sr. Vice  President of BANK OF AMERICA,  N.A.,  and
acknowledged that he/she executed the within instrument for the purposes therein
contained  and that he/she is duly  authorized  to execute  this  instrument  on
behalf of BANK OF AMERICA, N.A.

      AS WITNESS my hand and Notarial Seal.
My Commission expires: 8/28/2005                      /s/ illegible
                                                -----------------------------
                                                Notary Public


ATTEST:                               ASSIGNEE:

/s/ Jeffrey W. Osler                  Fair Holdings, Inc.
--------------------------            an Ohio corporation
Name:  Jeffrey W. Osler
Title: __________ Secretary           By: /s/ Timothy S. Durham
                                         -------------------------------------
                                      Name: Timothy S. Durham
[SEAL]                                Title: Chariman


STATE OF INDIANA        )
                        )
COUNTY OF HAMILTON      )

     I HEREBY CERTIFY that on this 27th day of March,  2003, before me, a Notary
Public of said State,  personally  appeared Timothy S. Durham,  who made oath in
due form of law that he/she is a Chief Executive Officer of Fair Holdings, Inc.,
and  acknowledged  that he/ she executed the within  instrument for the purposes
therein  contained and that he/she is duly authorized to execute this instrument
on behalf of Fair Holdings, Inc.

         AS WITNESS my hand and Notarial Seal.
My Commission expires: June 13, 2010               /s/Shannon Frantz
                                                -------------------------------



<PAGE>


             CONSENT TO ASSIGNMENT AND RELEASE BY ADDITIONAL PARTIES

Each of the undersigned  hereby consents to the assignment of the Loan Documents
to  Assignee  by  Assignor  and  each of the  undersigned  hereby  RELEASES  AND
DISCHARGES the Assignor and its  predecessors,  successors,  assigns,  officers,
employees,  agents,  subsidiaries  and affiliates  (collectively  referred to as
"Affiliates"),  jointly and severally,  from any and all claims,  counterclaims,
liabilities  and causes of action of any nature  whatsoever,  whether arising at
law or in equity whether presently possessed or possessed in the future, whether
known or  unknown,  whether  liability  be direct  or  indirect,  liquidated  or
unliquidated,  for or because of or as a result of any act, omission,  breach of
contract, fraud, violation of any statute or law, commission of any tort, or any
other  matter  whatsoever  or thing done,  omitted or suffered to be done by the
Assignor  or its  Affiliates,  INSOFAR AS THE SAME ARISE OUT OF OR RELATE TO THE
LOAN AND/OR THE LOAN DOCUMENTS, which have occurred in whole or in part, or were
initiated at any time up to and through the execution of this Assignment.

     IN WITNESS WHEREOF, this Assignment has been executed by the parties hereto
effective as of the Effective Date.

ATTEST:                               BORROWER:
                                      Danzer Industries, Inc.
/s/ Jeffrey W. Osler                  a Maryland corporation
-----------------------------
Name:  Jeffrey W. Osler
Title: _________ Secretary            By: /s/Terry Whitesell
                                         ----------------------------
                                      Name: Terry Whitesell
                                      Title: Chairman

[CORPORATE SEAL]

STATE OF INDIANA        )
                        )
COUNTY OF HAMILTON      )

     I HEREBY CERTIFY that on this 27th day of March,  2003, before me, a Notary
Public of said State, personally appeared Terry Whitesell,  who made oath in due
form  of  law  that  he/she  is a  Chief  Chairman  of  Danzer  Industries,  and
acknowledged that he/she executed the within instrument for the purposes therein
contained  and that he/she is duly  authorized  to execute  this  instrument  on
behalf of Danzer Industries, Inc.

AS WITNESS my hand and Notarial Seal.
My Commission expires: June 13, 2010           /s/Shannon Frantz
                                           ---------------------------------



<PAGE>


ATTEST:                                 GUARANTOR:
/s/ Jeffrey W. Osler                    Obsidian Enterprises, Inc.,
-------------------------------         formerly Danzer Corporation
Name:  Jeffrey W. Osler
Title                 Secretary
      ----------------
                                        By: /s/Terry Whitesell
                                           -----------------------------------
[CORPORATE SEAL]                        Name:  Terry Whitesell
                                        Title:  President

STATE OF INDIANA        )
                        )
COUNTY OF HAMILTON      )

     I HEREBY CERTIFY that on this 27th day of March,  2003, before me, a Notary
Public of said State, personally appeared Terry Whitesell,  who made oath in due
form of law that he/she is a President of Obsidian Enterprises, and acknowledged
that he/ she executed the within  instrument for the purposes therein  contained
and that  he/she is duly  authorized  to execute  this  instrument  on behalf of
Obsidian Enterprises, Inc.

         AS WITNESS my hand and Notarial Seal.
My Commission expires: June 13, 2010                  /s/Shannon Frantz
                                                  -----------------------------


CERTIFICATION

The undersigned  hereby certifies that the within instrument was prepared by one
of the parties named in the instrument.

                                               /s/Michael G. Pratt      (SEAL)
                                             ---------------------------------

AFTER RECORDING, RETURN TO:
-------------------------------
-------------------------------
-------------------------------


<PAGE>


                                  SCHEDULE "A"

1.   Second Limited Forbearance  Agreement dated February,  2003 among Borrower,
     Guarantor and Assignor.

2.   Limited  Forbearance  Agreement  dated  October 14, 2002,  among  Borrower,
     Guarantor and Assignor

3.   Promissory  Note dated August 15,  2001,  in original  principal  amount of
     $1,000,000.00 ("Term Note") from Borrower to Assignor.

4.   Promissory Note dated August 15, 2001, in the original  principal amount of
     $1,000,000.00 ("Revolver Note") from Borrower to Assignor.

5.   Deed of Trust  Assignment  and  Security  Agreement  dated August 15, 2001,
     recorded in Book 1688, Page 998, Public Land Records of Washington  County,
     Maryland.

6.   Business  Loan  Agreement  dated  August 15,  2001,  between  Borrower  and
     Assignor.

7.   Commercial Security Agreement dated August 15, 2001, from Borrower in favor
     of Assignor.

8.   Commercial  Guaranty dated August 15, 2001, from Danzer  Corporation  n\k\a
     Obsidian Enterprises, Inc. in favor of Assignor.

9.   UCC Financing  Statement recorded in Book 172, Page 2089, Public Records of
     the Maryland State Department of Assessments and Taxation.

10.  UCC Financing  Statement recorded in Book 172, Page 2083, Public Records of
     the Maryland State Department of Assessments and Taxation.

11.  UCC Financing Statement recorded in Book 1688, Page 1025, Public Records of
     Washington County, Maryland.