Exhibit 10.2

                       ASSIGNMENT AND ASSUMPTION AGREEMENT

     This Assignment and Assumption Agreement  ("Agreement") is made and entered
into this 20th day of February,  2002  intended to be effective as of January 9,
2002, by and between DW Leasing,  LLC, an Indiana limited liability company ("DW
Leasing") and Fair Holdings,  Inc., an Indiana limited  liability company ("Fair
Holdings").

                                   WITNESSETH:

     WHEREAS,  DW Leasing has purchased  certain  Champion Racing  Transporters,
financing arrangements, leases and progress payments from Champion Trailer, Inc.
(the "Transferred Property"); and

     WHEREAS, agreed to purchase the Transferred Property; and Fair Holdings has
paid DW Leasing  the sum of  $800,582.40  in  consideration  of the  Transferred
Property; and

     WHEREAS,  Fair Holdings now desires to acquire directly all of DW Leasing's
rights,  title and interest  related to the  Transferred  Property as well as to
assume each and every obligation or liability of DW Leasing of any kind,  nature
and description under the Documents related to the Transferred  Property,  which
are attached hereto as Exhibit "A".

     NOW,  THEREFORE,  in consideration of the mutual undertakings and covenants
set forth in this  Agreement,  and other good and  valuable  consideration,  the
receipt,  adequacy and sufficiency of which are hereby acknowledged,  DW Leasing
and Fair Holdings, intending to be legally bound, hereby agree as follows:

                      ARTICLE I - ASSIGNMENT AND ASSUMPTION

     1.1 Assignment. DW Leasing hereby assigns, transfers,  conveys and delivers
to Fair Holdings all of its respective rights, title and interests in and to the
Transferred Property.

     1.2 Assumed  Liabilities.  Fair Holdings  hereby assumes and agrees to pay,
perform and discharge fully as and when due all of the  liabilities,  including,
without  limitation,  all of the  obligations  and duties of DW Leasing  that DW
Leasing  assumed  by virtue of  executing  the  various  documents  set forth at
Exhibit  "A" and such other  liabilities  and  obligations  of, and  matured and
unmatured  claims  against  DW  Leasing  relating  to the  Transferred  Property
including the  obligations to continue  progress  payments to Champion  Trailer,
Inc. until the Transferred Property is completed and is ready for delivery.

     1.3 Further Assurances. DW Leasing will, without further consideration,  at
any time and from time to time at the  request  of Fair  Holdings  do,  execute,
acknowledge,  obtain and deliver any and all  instruments  as may  reasonably be
required for the purpose of vesting in the Fair  Holdings the full right,  title
and interest of DW Leasing granted under the Transferred Property, enabling Fair
Holdings to enjoy and carry out the intent and purposes of this Agreement.  Fair
Holdings will, without further consideration, at any time and from time to time,
at the request of DW Leasing do,  execute,  acknowledge,  obtain and deliver any
and all  instruments  as may reasonably be required for the purpose of effecting
the  assumption of any  liabilities  of DW Leasing by Fair  Holdings  arising by
reason of its execution of the Transferred  Property  documents thereby carrying
out the intent and purpose of this Agreement.

                           ARTICLE II - MISCELLANEOUS

     2.1 Binding  Effect.  This Agreement will be binding upon and will inure to
the benefit of DW Leasing and Fair Holdings and their respective  successors and
permitted assigns.

     2.2 Miscellaneous.  Captions and section headings are for convenience only,
are not a part of this  Agreement,  and may not be used in  construing  it.  Any
failure  by any party to comply  with any of the  obligations  set forth in this
Agreement  may be waived  by the other  party,  but any such  waiver  must be in
writing and will not be deemed a waiver of any other  obligation,  agreement  or
condition  contained in this Agreement.  Each of the parties agrees to cooperate
in the effectuation of the transactions contemplated under this Agreement and to
execute any and all additional  documents and to take such additional actions as
is reasonably necessary for such purposes.

     2.3   Amendments.   There  are  no  verbal   agreements,   representations,
warranties,  undertakings, or agreements between the parties, and this Agreement
may not be amended or  modified in any  respect  except by a written  instrument
signed by the parties to this Agreement.

     2.4  Governing  Law.  This  Agreement is to be governed by and construed in
accordance with the laws of the State of Indiana.

     2.5   Counterparts.   This  Agreement  may  be  executed  in  one  or  more
counterparts,  each of  which  will be  deemed  to be an  original  copy of this
Agreement and all of which when taken  together,  will deemed to constitute  one
and the same Agreement.

     IN WITNESS  WHEREOF,  the parties hereto have executed this  Assignment and
Assumption Agreement on the date first above written.

                               DW Leasing, LLC

                               By:/s/ Terry G. Whitesell
                                  Terry G. Whitesell, Managing Member


                               Fair Holdings, Inc.

                               By:/s/ Stephen Plopper
                                  Stephen Plopper, Secretary