The parties hereby acknowledge and agree that the Membership Interests cannot be readily purchased or sold on the open market and for that reason, among others, the parties hereto will be irreparably damaged in the event this Agreement is not specifically enforced.  Should any dispute arise concerning the sale, encumbrance or other disposition of the Membership Interests, an injunction may be issued restraining any such sale, encumbrance or other disposition pending the resolution of such controversy.  In the event of any controversy concerning the right or obligation to purchase or sell any interest in the Optionor, such right or obligation shall be enforced in a court of equity by degree of specific performance.  Such remedies shall however be cumulative and not exclusive, and shall be in addition to any other remedies of the parties hereto.  If any person or entity shall institute any action or proceeding to enforce the provisions hereof, the person or entity against whom such action or proceeding is brought hereby waives the claim or defense that the person or entity instituting such action has an adequate remedy at law, and shall not urge in any such action or proceeding that a claim or remedy at law exists.  Optionee shall have the right to file UCC-1 financing statements to reflect its interest in the Membership Interests hereunder.