On the terms and subject to the conditions set forth in this Agreement, Purchaser hereby purchases, acquires and accepts from Seller, and Sellers hereby sells, transfers, assigns, conveys and delivers to Purchaser all of issued and outstanding membership interests in and to SUDS Properties LLC.  Simultaneously with the execution of this Agreement, the Seller shall execute, acknowledge and deliver to the Purchaser an Assignment of Membership Interests acceptable to the Purchaser assigning the SUDS Properties LLC membership interests to be acquired by the Purchaser pursuant to this Agreement.