AGREEMENT AND PLAN OF MERGER AND REORGANIZATION

Cancellation of Certain WWPP Common Stock.  Each share of WWPP Common Stock (each, a “Share” and collectively, the “Shares”) that is owned by AMHC, Merger Sub or WWPP (as treasury stock or otherwise) or any of their respective direct or indirect wholly-owned subsidiaries (if any) will automatically be cancelled and retired and will cease to exist, and no consideration will be delivered in exchange therefor.

Conversion of WWPP Common Stock.  Each Share issued and outstanding immediately prior to the Effective Time (other than Shares to be cancelled and retired in accordance with Section 2.1(a), will be converted into the right to receive the number of shares of AMHC Series A Preferred Stock (the “Merger Consideration”) equal to the Exchange Ratio.  The Exchange Ratio shall be equal to the number of Shares outstanding immediately prior to the Effective Time divided by 398,477 (being the total number of shares of AMHC Series A Preferred Stock to be issued as the Merger Consideration).

Cancellation of Shares.  At the Effective Time, all Shares will no longer be outstanding and all Shares will be cancelled and retired and will cease to exist, and, subject to Section 2.3, each holder of a certificate formerly representing any such Shares (each, a “Certificate”) will cease to have any rights with respect thereto, except the right to receive the Merger Consideration in accordance with Section 2.2 hereof.

Conversion of Merger Sub Capital Stock.  The 100 shares, par value $0.001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become 100 newly issued, fully paid and non-assessable share of common stock of the Surviving Corporation.

Prior to the Effective Time, AMHC shall appoint an exchange agent reasonably acceptable to WWPP (the “Exchange Agent”) to act as the agent for the purpose of delivering the Merger Consideration for: (i) the Certificates, or (ii) book-entry shares which immediately prior to the Effective Time represented the Shares (the “Book-Entry Shares”).  On and after the Effective Time, AMHC shall deposit, or cause the Surviving Corporation to deposit, with the Exchange Agent, certificates of AMHC Common Stock representing the aggregate Merger Consideration that is issuable in respect of all of the Shares represented by the Certificates and the Book-Entry Shares (the “Exchange Fund”) in amounts and at the times necessary for such issuance.  If for any reason (including losses) the Exchange Fund is inadequate to pay the amounts to which holders of Shares shall be entitled under Section 2.1(b), AMHC shall take all steps necessary to enable or cause the Surviving Corporation promptly to deposit in trust additional certificates with the Exchange Agent sufficient to make all issuances required under this Agreement, and AMHC and the Surviving Corporation shall in any event be liable for the payment thereof.  The Exchange Fund shall not be used for any other purpose.  The Surviving Corporation shall pay all charges and expenses, including those of the Exchange Agent, in connection with the delivery to former WWPP Stockholders of the Merger Consideration.  Promptly after the Effective Time, AMHC shall cause the Exchange Agent to send to each record holder of Shares at the Effective Time AMHC Common Stock representing the Merg er Consideration payable to each such holder of Shares.

Each holder of Shares that have been converted into the right to receive the Merger Consideration shall be entitled to receive the Merger Consideration in respect of WWPP Common Stock represented by a Certificate or Book-Entry Share.  At the Effective Time pursuant to the provisions of this Article 2, each Certificate or Book-Entry Share shall immediately be deemed to have been cancelled without further action by any party.

No fractional shares of AMHC Common Stock shall be issued.  If the aggregate number of shares of AMHC Common Stock that a holder of WWPP Common Stock is entitled to receive pursuant to Section 2.1 is a fractional share, the number of shares of AMHC Common Stock such holder is entitled to receive will be rounded up to the next whole number.

The Exchange Ratio shall be adjusted to reflect appropriately the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into AMHC Common Stock or WWPP Common Stock), extraordinary cash dividends, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to AMHC Common Stock or WWPP Common Stock occurring on or after the date hereof and prior to the Effective Time.

All Merger Consideration issued upon the conversion of Shares in accordance with the terms hereof shall be deemed to have been issued in full satisfaction of all rights pertaining to the Shares formerly represented by a Certificate or Book-Entry Shares, and from and after the Effective Time, there shall be no further registration of transfers of Shares on the stock transfer books of the Surviving Corporation.

Any portion of the Exchange Fund that remains unclaimed by the holders of Shares one year after the Effective Time shall be returned to AMHC, upon demand, and any former holder of Shares shall thereafter look only to AMHC for issuance of the Merger Consideration.  Notwithstanding the foregoing, AMHC shall not be liable to any holder of Shares for any amounts paid to a public official pursuant to applicable abandoned property, escheat or similar Laws.  Any amounts remaining unclaimed by holders of Shares two (2) years after the Effective Time (or such earlier date, immediately prior to such time when the amounts would otherwise escheat to or become property of any Governmental Entity) shall become, to the extent permitted by applicable Law, the property of AMHC free and clear of any claims or interest of any Person previously entitl ed thereto.

WWPP is a corporation duly organized and validly existing under the laws of the State of Colorado and is in good standing;

WWPP has no subsidiaries;

as of the date hereof:

(i)  

the authorized capital of WWPP consists of 25,000,000 shares of WWPP common stock, $0.0001 par value per share, and 10,000,000 shares of preferred stock, par value $0.0001 per share.  As of July 22, 2010, 9,565,450 shares of WWPP common stock and no preferred shares in the capital of WWPP were issued and outstanding; and

(ii)  

WWPP has the following derivative securities issued and outstanding: (xx) a conditional obligation to issue a stock purchase warrant to a WWPP consultant to purchase 537,500 shares of WWPP common stock at $0.75 per share with a two year term; (yy) a stock option to purchase 200,000 shares of WWPP common stock at $0.75 per share and that vests on a pro-rata basis over a two year term.

immediately prior to the Effective Time, WWPP will have 11,500,000 common shares issued and outstanding.

the WWPP Board, by resolutions duly adopted at a meeting duly called and held and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Merger are fair to and in the best interests of the Company and its stockholders, (ii) approved this Agreement and the Merger and declared their advisability,  (iii) recommended that the stockholders of the Company approve and adopt this Agreement and approve the Merger;  and (iv) directed that this Agreement and the transactions contemplated hereby be submitted for consideration and approval by the Company’s stockholders via consent minutes in lieu of a meeting, such minutes to be executed by a majority of the votes entitled to be cast at a meeting held for the purpose of approving the Agreement and the Merger.

WWPP has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby; the execution and delivery of this Agreement by WWPP and the consummation by WWPP of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of WWPP are necessary to authorize this Agreement or to consummate the transactions contemplated hereby (other than, with respect to the Merger, the approval and adoption of this Agreement by written consent in lieu of a meeting by the holders of a majority of the then-outstanding shares of WWPP Common Stock and the filing and recordation of appropriate merger documents as required by the CBCA); this Agreement has been duly and vali dly executed and delivered by WWPP and, assuming the due authorization, execution and delivery by AMHC and Merger Sub, constitutes a legal, valid and binding obligation of WWPP, enforceable against WWPP in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency (including, without limitation, all Laws relating to fraudulent transfers), reorganization, moratorium or similar Laws affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at Law or in equity).  To the knowledge of WWPP, no other state takeover statute is applicable to the Merger or the other transactions contemplated by this Agreement;

neither the execution and delivery of this Agreement nor the consummation of the Merger will conflict with, result in a breach of or accelerate the performance required by any agreement to which WWPP is a party, or any Law, rules or regulations to which WWPP or its properties is subject;

there are no undisclosed actions, suits or proceedings, pending or, to the knowledge of WWPP, threatened against WWPP at Law or in equity, or by any federal, provincial, state, municipal or other governmental department, commission, board, bureau or agency, domestic or foreign (“Governmental Authority”), and WWPP is not aware of any existing grounds on which any action, suit or proceeding might be commenced with any reasonable likelihood of success;

management’s financial statements of WWPP as at and for the six months ended June 30, 2010 have been and/or will be prepared in accordance with generally accepted accounting principles, are true, correct and complete in all material respects and present fairly the financial condition of WWPP as at the end of such period;

WWPP is not subject to any cease trade or other order of any applicable stock exchange or securities regulatory authority and, to the knowledge of WWPP, no investigation or other proceedings involving WWPP are currently in progress or pending before any applicable stock exchange or securities regulatory authority;

WWPP does not have any liability or obligation, whether accrued, absolute, contingent or otherwise in excess of $10,000, except for (i) the commitments under agreements with Ascendant Consulting Partners, LLC and AMHC; and (ii) its lease with Innovative Foods, LLC.

there is no bankruptcy, liquidation, winding-up or other similar proceeding pending or in progress or, to the knowledge of WWPP, threatened against WWPP before any court, regulatory or administrative agency or tribunal;

WWPP is not, and as at closing, will not be, in default or in breach of any material contract, agreement or like commitment;

WWPP has good and marketable title to all of the material property or assets (excluding the packing plant to be acquired in the Plant Acquisition), free of all mortgages, liens, charges, pledges, security interests, encumbrances, claims or demands whatsoever, and no other property rights are necessary for the conduct of the business of WWPP as currently conducted or contemplated to be conducted, WWPP knows of no claim or basis for any claim that might or could adversely affect the right thereof to use, transfer or otherwise exploit such property rights;

any and all of the agreements and other documents and instruments pursuant to which WWPP hold its property and assets (including any interest in, or right to earn an interest in, any property), directly or indirectly, are valid and subsisting agreements, documents or instruments in full force and effect, enforceable in accordance with the terms thereof, and none of WWPP or its subsidiaries is in default of any of the material provisions of any such agreements, documents or instruments nor has any such default been alleged, and such properties and assets are in good standing under the applicable statutes and regulations of the jurisdictions in which they are situated, and there has been no material default under any lease, licence or claim pursuant to which WWPP or its subsidiaries derive an interest in such property or assets and all taxes required to be paid with respect to such properties and assets to the date hereof have been paid.  Except for the rights of Innovative Foods under the lease for the packing plant, the interests of, or rights of WWPP to earn an interest in, any property are not subject to any right of first refusal, purchase, acquisition, back-in or other similar rights unless otherwise disclosed in the disclosure letter delivered by WWPP to AMHC (if any);

WWPP has conducted and is conducting its business in compliance in all material respects with all applicable environmental protection legislation, regulations or by-laws or other similar Laws, by-laws, rules and regulations or other lawful requirements of each jurisdiction in which its business is carried.

 

(o)

WWPP owns or possesses sufficient trademarks, trade names, patent rights, copyrights, domain names, licenses, approvals, trade secrets and other similar rights reasonably necessary to conduct its business.  To WWPP’s knowledge, none of the technology employed by the Company has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company or any of its officers, directors or employees or otherwise in violation of the rights of any persons.

Each of AMHC and Merger Sub is a corporation duly organized and validly existing under the laws of the State of Colorado and:

(i)  

AMHC is not in material default of its continuous disclosure obligations under any applicable securities laws;

(ii)  

Each of AMHC and Merger Sub is in good standing; and

(iii)  

The common shares of AMHC are quoted on the NASD Over the Counter Bulletin Board (the “OTCBB”);

AMHC has three wholly-owned subsidiaries:

(i)  

Accredited Members, Inc.;

(ii)  

AM Management, Inc.; and

(iii)  

Merger Sub.

as of the date hereof:

(i)  

the authorized capital of AMHC consists of 50,000,000 shares of common stock, $0.001 par value per share, and 1,000,000 shares of preferred stock, $0.10 per value per share.  As of July 22, 2010, 29,649,857 shares of AMHC common stock, no shares of AMHC preferred stock were issued and outstanding, and AMHC has received subscriptions for 360,000 shares of its common stock but has not yet caused such shares to be issued;

(ii)  

AMHC has the following derivative securities issued and outstanding:  (xx) 1,041,200 common stock purchase warrants exercisable at a price of $0.29 per share (although 780,900 shares underlying this warrant only vest upon the satisfaction of certain performance objectives) with the vested portion of the warrant exercisable through November 30, 2012; (yy) stock options to purchase approximately 1,424,770 shares of AMHC common stock at prices ranging from $0.115 to $2.00 per share; and (zz) promissory notes that are convertible into approxiamtely1,739,130 shares of AMHC common stock.

(iii)  

the authorized capital of Merger Sub consists of 5,000 shares of common stock and no shares of preferred stock.  As of the date of this Agreement, 100 shares of common stock in the capital of Merger Sub were issued and outstanding; and

(iv)  

Merger Sub has no options, warrants or other convertible securities issued or outstanding;

the AMHC common shares issuable pursuant to the Merger will, upon their issuance, be validly issued and outstanding, fully paid and non-assessable common shares of AMHC and will form part of a class of shares that is quoted on the OTCBB at the Effective Time.;

the AMHC Board, by resolutions duly adopted at a meeting duly called and held and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement, the Merger and the Share Issuance are fair to and in the best interests of AMHC and its stockholders, and (ii) approved this Agreement, the Merger and the Share Issuance.  No approval of the AMHC stockholders is required for the Share Issuance.

Each of AMHC and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby; the execution and delivery of this Agreement by AMHC and Merger Sub and the consummation by AMHC and Merger Sub of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of AMHC or Merger Sub are necessary to authorize this Agreement or to consummate the transactions contemplated hereby (other than with respect to the Merger, the filing and recordation of appropriate merger documents as required by the CBCA); this Agreement has been duly and validly executed and delivered by AMHC and Merger Sub and, assuming due authorization, execution and delive ry by WWPP, constitutes a legal, valid and binding obligation of each of AMHC and Merger Sub, enforceable against each of AMHC and Merger Sub in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at Law or in equity);

neither the execution and delivery of this Agreement nor the consummation of the Merger will conflict with, result in a breach of or accelerate the performance required by any agreement to which AMHC is a party, or any Law, rules or regulations to which AMHC or its properties is subject;

all consents, approvals, permits, authorizations or filings as may be required for the execution and delivery of this Agreement and the completion of the transactions contemplated hereby have been or will, prior to Closing, be made or obtained, as applicable;

AMHC has conducted and is conducting its business in material compliance with all applicable laws and regulations of each jurisdiction in which it carries on business and has not received a notice of non-compliance, nor knows of, nor has reasonable grounds to know of, any facts that could give rise to a notice of non-compliance with any such laws, regulations or permits;

there are no actions, suits or proceedings, pending or, to the knowledge of AMHC, threatened against AMHC, at Law or in equity, or by any federal, provincial, state, municipal or other governmental department, commission, board, bureau or agency, domestic or foreign (“Governmental Authority”), and AMHC is not aware of any existing grounds on which any action, suit or proceeding might be commenced with any reasonable likelihood of success;

the audited financial statements of AMHC for the year ended December 31, 2009 have been prepared in accordance with generally accepted accounting principles (except as required to comply with SEC reporting obligations), are true, correct and complete in all material respects and present fairly the financial condition of AMHC as at the end of such periods;

AMHC is not subject to any cease trade or other order of any applicable stock exchange or securities regulatory authority and, to the knowledge of AMHC, no investigation or other proceedings involving AMHC which may operate to prevent or restrict trading of any securities of AMHC are currently in progress or pending before any applicable stock exchange or securities regulatory authority;

AMHC does not have any material liability or obligation, whether accrued, absolute, contingent or otherwise, not reflected in its latest publicly-disclosed financial statements;

there is no bankruptcy, liquidation, winding-up or other similar proceeding pending or in progress or, to the knowledge of AMHC, threatened against AMHC before any court, regulatory or administrative agency or tribunal;

AMHC has filed with the securities regulatory authorities, stock exchanges and all applicable self-regulatory authorities a true and complete copy of all forms, reports, schedules, statements, certifications, material change reports and other documents required to be filed by it (such forms, reports, schedules, statements, certifications and other documents, including any schedules included therein, are referred to in this subsection as the “AMHC Documents”).  The AMHC Documents, at the time filed or, if amended, as of the date of such amendment: (i) did not contain any misrepresentation (as defined or interpreted by securities regulatory authorities) and did not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the st atements made, not misleading; and (ii) complied in all material respects with the requirements of applicable securities legislation and the rules, policies and instruments of all securities regulatory authorities having jurisdiction over AMHC, except where such non-compliance has not had and would not reasonably be expected to have a material adverse effect on AMHC.  AMHC has not filed any confidential material change or other report or other document with any securities regulatory authorities or stock exchange or other self-regulatory authority which at the date hereof remains confidential;

AMHC has filed all federal, state, or local income tax returns required to be filed by it from February 24, 2010 to the date hereof, and its subsidiary Accredited Members, Inc. has filed all federal, state, or local income tax returns required to be filed by it from inception to the date hereof.  None of such federal income tax returns have been examined by the Internal Revenue Service. Each of such income tax returns reflects the taxes due for the period covered thereby, except for amounts which, in the aggregate, are immaterial.

the representations made bv AMHC in offering documents provided to subscribers for its securities in 2010, and the representations made by Accredited Members, Inc. in offering documents provided to subscribers in offerings by Accredited Members, Inc. since its inception, were true and correct in all material respects when made.

AMHC is not, and as at Closing, will not be, in default or in breach of any material contract, agreement or like commitment;

AMHC has good and marketable title to all of the material property or assets thereof to the extent described in the AMHC Documents, free of all mortgages, liens, charges, pledges, security interests, encumbrances, claims or demands whatsoever, other than those described in the AMHC Documents, and no other property rights are necessary for the conduct of the business of AMHC as currently conducted or contemplated to be conducted, AMHC knows of no claim or basis for any claim that might or could adversely affect the right thereof to use, transfer or otherwise exploit such property rights, and except as disclosed in the AMHC Documents;

any and all of the agreements and other documents and instruments pursuant to which AMHC and its subsidiaries hold their property and assets (including any interest in, or right to earn an interest in, any property), directly or indirectly, are valid and subsisting agreements, documents or instruments in full force and effect, enforceable in accordance with the terms thereof, and none of AMHC or its subsidiaries is in default of any of the material provisions of any such agreements, documents or instruments nor has any such default been alleged, and such properties and assets are in good standing under the applicable statutes and regulations of the jurisdictions in which they are situated, and there has been no material default under any lease, licence or claim pursuant to which AMHC or its subsidiaries derive an interest in such property or assets an d all taxes required to be paid with respect to such properties and assets to the date hereof have been paid.  The interests of, or rights of AMHC and its subsidiaries to earn an interest in, any property are not subject to any right of first refusal, purchase, acquisition, back-in or other similar rights which are not disclosed in the AMHC Documents;

each of AMHC and its subsidiaries has conducted and is conducting its business in compliance in all material respects with all applicable environmental protection legislation, regulations or by-laws or other similar laws, by-laws, rules and regulations or other lawful requirements of each jurisdiction in which its business is carried;

no regulatory authority having jurisdiction has issued any order preventing or suspending trading of any currently outstanding securities of AMHC; and

Merger Sub has not conducted any business prior to the date hereof and has, and at the Effective Time will have, no assets liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and the Merger.

operate its business in the ordinary course;

comply with all requirements which applicable Law may impose on it with respect to the Merger;

promptly advise the other party (i) of any event that would render any representation or warranty given by it (except any such representation or warranty which speaks as of a date prior to the occurrence of such event), if made on or as of the date of such event or the date of the closing of the Merger, untrue or inaccurate in any material respect, (ii) of any material adverse change in respect of its business, affairs, operations and financial condition, and (iii) of any material breach by it of any covenant or agreement contained herein;

use best efforts to obtain all waivers, consents and approvals from other parties to loan agreements, leases or other contracts or from such applicable governmental or regulatory bodies required to be obtained by it to consummate the transactions contemplated hereby;

cause the current insurance (or re-insurance) policies to not be cancelled or terminated or any of the coverage thereunder to lapse, unless simultaneously with such termination, cancellation or lapse, replacement policies underwritten by insurance and re-insurance companies of nationally recognized standing providing coverage equal to or grater than coverage under the cancelled, terminated or lapsed policies for substantially similar premiums are in full force and effect;

incur or commit to incur capital expenditures only in the ordinary course of business consistent with past practice and with the prior written consent of the other party;

not alter its authorized capital, or issue (other than on exercise of presently outstanding convertible options or warrants or the conversion of presently outstanding notes) or reach any agreement or understanding with any other party to issue any securities of it without the prior written consent of the other party;

not amend its Articles of Incorporation or Bylaws;

not reorganize, amalgamate or merge with any other person, nor acquire or agree to acquire by amalgamating, merging or consolidating with, purchasing any of the voting securities or any of the assets of or otherwise, any business of any corporation, partnership, association or other business organization or division thereof;

not purchase, sell, transfer, lease or dispose of any assets other than in the ordinary course of business consistent with past practice, or enter into, modify or amend any material agreement other than in the ordinary course of business without the prior written consent of the other party;

not incur or become liable upon any indebtedness in respect of the obligation of any other person;

not mortgage, charge, pledge or encumber or agree to mortgage, charge, pledge or encumber any of its property;

not (i) satisfy or settle any claims or liabilities prior to the same being due, except such as have been reserved against in its financial statements, (ii) grant any waiver, exercise any option or relinquish any contractual rights, or (iii) enter into any interest rate, currency or commodity swaps, hedges or other similar financial instruments;

not declare a dividend, including a declaration of dividends for the purpose of effecting a share subdivision, or make any payment or distribution to stockholders;

not establish or amend any collective bargaining, bonus, profit sharing, compensation, stock option, stock ownership, stock compensation, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any directors, officers or employees other than in the ordinary course of business;

not make any changes to existing accounting or material business practices except as required by applicable Law or required by generally accepted accounting principles or make any material tax election inconsistent with past practice; and

cooperate and assist the other party in such other ways to the extent practicable to implement the Merger on the terms set forth herein.

this Agreement and the Merger shall have been approved and adopted by the requisite affirmative vote of the stockholders of WWPP in accordance with the CBCA and WWPP’s Articles of Incorporation;

closing of the AMHC Minimum Offering and the Plant Acquisition shall have occurred and receipt of all required consents and approvals to the Merger;

no provision of any applicable Law shall be in effect, and no judgment, injunction, order or decree shall have been entered since the date of this Agreement and shall be in effect, that makes the Merger illegal or otherwise restrains, enjoins or otherwise prohibits the consummation of the Merger, except where the violation of such Law, judgment, injunction, order or decree that would occur if the Merger were consummated would not have a material adverse effect on WWPP or a material adverse effect on AMHC.

the holders of Shares shall have executed a subscription agreement in a form to be agreed upon by the Parties and provide other information to AMHC that AMHC determines to be reasonably necessary to establish an exemption from all applicable registration requirements.

the Parties shall have mutually agreed upon the terms of the AMHC Series A Preferred Stock included in the Certificate of Designations to be filed with the Colorado Secretary of State.

the representations and warranties of WWPP in this Agreement shall be true and correct in all material respects as of the date of this Agreement and at the time of closing of the Merger, and WWPP shall so certify at Closing;

WWPP shall have complied and duly performed in all material respects with its covenants in this Agreement;

the board of directors of WWPP shall have adopted all necessary resolutions, and all other necessary corporate action shall have been taken by WWPP to permit the completion of the Merger;

there shall have been no adverse material change in the business and affairs of WWPP, or any event, occurrence or development which would materially and adversely affect the ability of WWPP to complete the Merger;

completion of an audit of WWPP and Innovative Foods for the fiscal years endedDecember 31, 2008 and 2009, on a combined basis, and review of the applicableinterim period(s); and

 

(f)

Each person receiving AMHC common stock as Merger Consideration in the shall be an accredited investor and/or shall execute and deliver to AMHC a subscription agreement and provide other information to AMHC that AMHC determines to be reasonably necessary to establish an exemption from all applicable registration requirements.

the representation and warranties of AMHC in this Agreement shall be true and correct in all material aspects as of the date of this Agreement and at the time of closing of the Merger, and AMHC shall so certify at Closing;

AMHC shall have complied and duly performed in all material respects with its covenants in this Agreement;

the board of directors of AMHC shall have adopted all necessary resolutions, and all other necessary corporate action shall have been taken by AMHC to permit the completion of the Merger;

there shall have been no adverse material change in the business and affairs of AMHC, or any event, occurrence, or development which could materially and adversely affect the ability of AMHC to complete the Merger.

by the mutual consent of WWPP and AMHC (without the need for any action on the part of their respective stockholders);

by WWPP if the WWPP stockholders shall not have approved the Merger by the requisite vote by written consent prior to the Closing Date;

upon notice by one party to the other:

(i)  

if the Merger has not been completed by  November 30, 2010, except that the right to terminate this Agreement under this Section shall not be available to any party whose failure to fulfil any of its obligations has been a significant cause of, or resulted in, the failure of the Merger to be completed by November 30, 2010; or

(ii)  

if there shall be passed any Law or regulation that makes consummation of the transaction contemplated herein illegal or otherwise prohibited or if any injunction, order or decree enjoining WWPP or AMHC from consummating the transactions contemplated herein is entered and such injunction, order or decree has become final and without right of appeal;

upon notice by WWPP to AMHC if any condition for the benefit of WWPP set forth in Article 6 (including mutual conditions) has not been satisfied or waived by WWPP; or

upon notice by AMHC to WWPP if any condition for the benefit of AMHC set forth in Article 6 (including mutual conditions) has not been satisfied or waived by AMHC.

(f)

by either party if more than 10,000 Shares exercise their dissenters’ rights as set forth in Section 2.3 hereof.

The  headings herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof.  Where a reference in this Agreement is made to a Section, Exhibit or Schedule, such reference shall be to a Section of, Exhibit to or Schedule of this Agreement unless otherwise indicated.  Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” A reference in this Agreement to $ or dollars is to U.S.  dollars.  The words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement.  References to “this Agreement” shall include the disclosure letter (if any) delivered with this Agreement.

The parties have participated jointly in negotiating and drafting this Agreement.  In the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.

If to AMHC or Merger Sub, to:

 

Accredited Members, Inc.

2 North Cascade Avenue, Suite 1400

Colorado Springs, Colorado 80903

Facsimile:   ###-###-####

Email:  dlavigne@accredited members.com

Attention:  David Lavigne, CFO

 

with a copy (which will not constitute notice to AMHC or Merger Sub) to:

 

Burns, Figa & Will, P.C.

6400 S. Fiddlers Green Circle, #1000

Greenwood Village, Colorado 80111

Facsimile:   ###-###-####

Email:   ***@***

Attention:  Theresa M. Mehringer, Esq.

 

If to WWPP, to:

Federal National Finance Corporation

Brookside Office Park

801 South Perry Street, Suite 110

Castle Rock, Colorado 80104

Facsimile:   ###-###-####

Email:   ***@***

Attention:  Jay D. Belk

 

with a copy (which will not constitute notice to WWPP) to:

Timmins, L.L.C.

450 East 17th Avenue, Suite 210

Denver, CO 80203

Facsimile:   ###-###-####

Email:   ***@***

Attention:  Douglas B. Koff