OBSIDIAN ENTERPRISES INC
EXHIBIT 10.1 - ASSIGNMENT AND ASSUMPTION
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>ex10-1.txt
<DESCRIPTION>EXHIBIT 10.1 - ASSIGNMENT AND ASSUMPTION
<TEXT>
                                  Exhibit 10.1

                       ASSIGNMENT AND ASSUMPTION AGREEMENT

     This Assignment and Assumption Agreement  ("Agreement") is made and entered
into this 19th day of February,  2002  intended to be effective as of January 7,
2002, by and between Champion Trailer, Inc., an Indiana corporation ("Champion")
and DW Leasing, LLC, an Indiana limited liability company ("DW Leasing").

                                   WITNESSETH:

     WHEREAS,  Champion entered into and executed a Manufacturing Agreement with
DW  Leasing  and has also  entered  into a  Financing  Agreement  with  Evernham
Motorsports dated September 20, 2001 (the "Documents"); and

     WHEREAS,  pursuant to the terms of the Manufacturing  Agreement, DW Leasing
has made  progress  payments  to  Champion  in  respect  of three  (3)  Trailers
constructed  to the  specifications  of  Evernham  Motorsports,  which  progress
payments total in amount to $550,446.61; and

     WHEREAS,  DW Leasing  now  desires to acquire  directly  all of  Champion's
rights,  title and interest related to the Documents and the Trailers as well as
to assume each and every obligation or liability of Champion of any kind, nature
and description  under the Manufacturing  Agreement and Financing  Agreement and
related Documents, 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, Champion and
DW Leasing, intending to be legally bound, hereby agree as follows:

                      ARTICLE I - ASSIGNMENT AND ASSUMPTION

     1.1 Assignment. Champion hereby assigns, transfers, conveys and delivers to
DW Leasing all of its  respective  rights,  title and interests  pursuant to the
Manufacturing  Agreement,  and the Financing  Agreement and any other  document,
agreement,  contract,  memorandum  or  otherwise  ancillary  or  related  to the
transactions   contemplated  by  the   Manufacturing   Agreement  and  Financing
Agreement.

     1.2  Assumed  Liabilities.  DW Leasing  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 Champion that Champion
assumed  by  virtue of  executing  the  Manufacturing  Agreement  and  Financing
Agreement  and such  other  liabilities  and  obligations  of, and  matured  and
unmatured claims against Champion relating to the Manufacturing Agreement or the
Financing Agreements.

     1.3 Further Assurances.  Champion 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 vesting in the DW Leasing the full right,  title and
interest of Champion  granted  under the  Manufacturing  Agreement and Financing
Agreement, enabling DW Leasing to enjoy and carry out the intent and purposes of
this Agreement. DW Leasing will, without further consideration,  at any time and
from time to time, at the request of Champion 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 Champion by DW Leasing
arising by reason of its execution of the Manufacturing  Agreement and Financing
Agreement 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  Champion  and DW Leasing 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.


                                    Champion Trailer, Inc.


                                    By: /s/ Marcus Kennedy
                                        Marcus Kennedy, President DW

                                    DW Leasing, LLC


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




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