EXHIBIT 10.20


                    ASSIGNMENT AND ASSUMPTION OF REAL ESTATE
                           SALE AND PURCHASE AGREEMENT

         This Assignment and Assumption of Real Estate Sale and Purchase
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 ("Assignor") and OASIS ROUTE 66, LLC, a Tennessee 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 Sale and Purchase Agreement dated April 16, 2002, by and between
Assignor, as "Purchaser," and Charles B. Hicks, an individual and resident of
the State of Tennessee, as "Seller", as amended by that certain Amendment to
Purchase and Sale Agreements dated April 16, 2002, and as further amended by
that certain Second Amendment to Sale and Purchase Agreement dated as of
April 23, 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



                                   ASSIGNEE:

                                   OASIS ROUTE 66, LLC, a Tennessee limited
                                   liability company

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


                                                     [COMPANY SEAL]