EXHIBIT 10.28


                ASSIGNMENT AND ASSUMPTION OF AMENDED AND RESTATED
                     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 9th day of
July, 2002, by and between RONALD A. POTTS, ("Assignor") and OASIS WATTS BAR,
LLC, a Tennessee limited liability company ("Assignee").

                                  WITNESSETH:

         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 March 26, 2002, by and between Watts
Bar Plantation, Inc., as purchaser, and Charlie Hicks & Associates, as seller,
as amended, restated and superceded by that certain Amended and Restated Real
Estate Purchase and Sale Agreement dated July 9, 2002, by and between Assignor,
as purchaser, and Charles B. Hicks, as seller (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


                                    ASSIGNEE:

                                    OASIS WATTS BAR, LLC, a Tennessee limited
                                    liability company



                                    By:/s/ Peggy A. Evans
                                       -----------------------------------------
                                    Name:  Peggy A. Evans
                                         ---------------------------------------
                                    Title: Chief Financial Officer
                                          --------------------------------------

                                                    [COMPANY SEAL]