EXHIBIT 10.2

                    ASSIGNMENT AND ASSUMPTION OF REAL ESTATE
                           PURCHASE AND SALE AGREEMENT


         This Assignment and Assumption of Real Estate Purchase and Sale
Agreement (this "Assignment") is made and entered into as of the 24th day of
June, 2002, by and between RONALD A. POTTS, an individual and resident of the
State of Florida ("Potts") and PEGGY EVANS, an individual and resident of the
State of Georgia ("Evans") (Potts and Evans are hereinafter collectively
referred to as "Assignor"), and OASIS WISCONSIN-DELL, LLC, a Wisconsin limited
liability company ("Assignee").

                              W I T N E S S E T H:

         For and in consideration of Ten and 00/100 Dollars ($10.00), the terms
and conditions of this Assignment and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Assignor does hereby
assign, transfer, set over and convey to Assignee all of Assignor's right,
title, interest, powers, privileges and benefit in and to that certain Real
Estate Purchase and Sale Agreement dated April 16, 2002, by and between Potts,
as "Purchaser," and Charles B. Hicks, an individual and resident of the State of
Tennessee, as "Seller", as amended by that certain Amendment to Real Estate
Purchase and Sale Agreement dated April 16, 2002, as further amended by that
certain Second Amendment to Purchase and Sale Agreement dated as of April 23,
2002, and as further amended by that certain Third Amendment to Purchase and
Sale Agreement dated June 24, 2002 (as amended, the "Contract"), and all of
Assignor's right, title and interest in and to all Earnest Money (if any)
deposited in connection with the Contract, and Assignee does hereby accept all
of the right, title, interest, powers, privileges and benefits of Assignor in
and to the Contract and said Earnest Money and hereby assumes and agrees to
perform, discharge and fulfill all of the duties and obligations of Assignor
under the Contract.

         IN WITNESS WHEREOF, Assignor and Assignee hereunto set their hands and
seals on the day and year first above written.

                              ASSIGNOR:

                              /s/ Ronald A. Potts                         (SEAL)
                              --------------------------------------------
                              RONALD A. POTTS


                              /s/ Peggy Evans                             (SEAL)
                              --------------------------------------------
                              PEGGY EVANS





                  [SIGNATURES CONTINUED ON THE FOLLOWING PAGE]



                                       ASSIGNEE:

                                       OASIS WISCONSIN-DELL, LLC, a Wisconsin
                                       limited liability company

                                       By:/s/ Ronald A. Potts
                                          --------------------------------------
                                       Name:  Ronald A. Potts
                                            ------------------------------------
                                       Title: Authorized Representative
                                             -----------------------------------


                                                [COMPANY SEAL]



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