Seller hereby conveys to Purchaser all of Seller's right, title and interest in and to the Membership Interest so that upon the Effective Date, Purchaser is admitted as a member of the Company, Seller withdraws as a member from the Company, and Purchaser shall own eighty seven and 50/100 percent (87.50%) of the membership interests in the Company.  Purchaser hereby accepts the Membership Interest subject at all times to the terms and conditions of the Operating Agreement and agrees to be bound by its terms.