AGREEMENT AND PLAN OF MERGER

AGREEMENT AND PLAN OF MERGER

      AGREEMENT AND PLAN OF MERGER , dated as of October 7, 2009 (the “Agreement”), among EcoBlu Products, Inc. (formerly N8 Concepts, Inc.) a Colorado Corporation (“ECOB”), EcoBlu Products, Inc., a Nevada corporation (“ECOBLU”), James H. Watson, Jr., an Individual(“WATSON”). Ken Relyea, an Individual(“RELYEA”), Steve Conboy(“CONBOY”), an Individual and Mark Vuozzo, an Individual(“VUOZZO”). ECOB, ECOBLU, WATSON, RELYEA, CONBOY and VUOZZO are collectively referred to herein as the “Parties”.

RECITALS

      WHEREAS , this Agreement and Plan of Merger shall revise supersede and replace in the entirety any previous agreements executed by and between the Parties. Including but not limited to the Definitive Merger Agreement dated as of July 28, 2009, which expired by its’ terms on September 30, 2009. No terms, obligations, references or inferences of intent shall be implied or drawn in any manner from the prior agreement/s. The Parties to this Agreement shall rely exclusively on the terms of this Agreement and Plan of Merger dated October 7, 2009;

      WHEREAS , the respective boards of directors of each of ECOBLU and ECOB have approved the merger into ECOB (the “Merger”) upon the terms, and subject to the conditions, set forth in this Agreement;

      WHEREAS , WATSON and RELYEA are beneficial shareholders of ECOB and WATSON is a director of ECOB. CONBOY is a director and President of ECOB; and

      WHEREAS , CONBOY and VUOZZO are beneficial shareholders and directors of ECOBLU; and

      WHEREAS , it is intended that, for federal income tax purposes, the Merger shall qualify as a reorganization under the provisions of Section 368(a) of the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated there under (the “Code”); and

      WHEREAS , ECOBLU and ECOB desire to make certain representations, warranties, covenants and agreements in connection with this Agreement.

      NOW, THEREFORE , in consideration of the premises and mutual promises herein made, and in consideration of the representations, warranties, covenants and agreements herein contained, and intending to be legally bound hereby, the Parties agree as follows:

     1.1 Certain Definitions . The following terms shall, when used in this Agreement, have the following meanings:

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“Acquisition” means the acquisition by a Person of any businesses, assets or property other than in the ordinary course, whether by way of the purchase of assets or stock, by merger, consolidation or otherwise.

“Affiliate” means, with respect to any Person: (i) any Person directly or indirectly owning, controlling or holding with power to vote ten percent (10%) or more of the outstanding voting securities of such other Person (other than passive or institutional investors); (ii) any Person ten percent (10%) or more of whose outstanding voting securities are directly or indirectly owned, controlled or held with power to vote, by such other Person; (iii) any Person directly or indirectly controlling, controlled by or under common control with such other Person; and (iv) any officer, director or partner of such other Person. “Control” for the foregoing purposes shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities or voting interests, by contract or otherwise.

“Code” means the United States Internal Revenue Code of 1986, as amended.

“Collateral Documents” mean the Exhibits and any other documents, instruments and certificates to be executed and delivered by the Parties hereunder or there under.

“Commission” means the Securities and Exchange Commission or any Regulatory Authority that succeeds to its functions.

“ECOBLU Assets” mean all properties, assets, privileges, powers, rights, interests and claims of every type and description that are owned, leased, held, used or useful in ECOBLU Business and in which ECOBLU has any right, title or interest or in which ECOBLU acquires any right, title or interest on or before the Closing Date, wherever located, whether known or unknown, and whether or not now or on the Closing Date on the books and records of ECOBLU, but excluding any of the foregoing, if any, transferred prior to the Closing pursuant to this Agreement or any Collateral Documents.

“Encumbrance” means any material mortgage, pledge, lien, encumbrance, charge, security interest, security agreement, conditional sale or other title retention agreement, limitation, option, assessment, restrictive agreement, restriction, adverse interest, restriction on transfer or exception to or material defect in title or other ownership interest (including restrictive covenants, leases and licenses).

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations there under.

“GAAP” means United States generally accepted accounting principles as in effect from time to time.

“Legal Requirement” means any statute, ordinance, law, rule, regulation, code, injunction, judgment, order, decree, ruling, or other requirement enacted, adopted or applied by any

Regulatory Authority, including judicial decisions applying common law or interpreting any other Legal Requirement.

“Material Adverse Effect” means a material adverse effect on (i) the assets, Liabilities, properties or business of the Parties, (ii) the validity, binding effect or enforceability of this Agreement or the Collateral Documents or (iii) the ability of any Party to perform its obligations under this Agreement and the Collateral Documents; provided, however, that none of the following shall constitute a Material Adverse Effect on ECOB: (i) the filing, initiation and subsequent prosecution, by or on behalf of shareholders of any Party, of litigation that challenges or otherwise seeks damages with respect to the Merger, this Agreement and/or transactions contemplated thereby or hereby, (ii) occurrences due to a disruption of a Party’s business as a result of the announcement of the execution of this Agreement or changes caused by the taking of action required by this Agreement, (iii) general economic conditions, or (iv) any changes generally affecting the industries in which a Party operates.

“ECOBLU Assets” mean all properties, assets, privileges, powers, rights, interests and claims of every type and description that are owned, leased, held, used or useful in the ECOBLU Business and in which ECOBLU or any of its Subsidiaries has any right, title or interest or in which ECOBLU or any of its Subsidiaries acquires any right, title or interest on or before the Closing Date, wherever located, whether known or unknown, and whether or not now or on the Closing Date on the books and records of ECOBLU or any of its Subsidiaries.

“ECOB Securities Filings” means ECOB’s Annual Report on Form 10-K and its quarterly reports on Form 10-Q, and all other reports filed and to be filed with the Commission prior to the Effective Time.

“Proposed Acquisition” means any of the following transactions (other than the transactions contemplated by this Agreement): (i) a merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving ECOB pursuant to which the shareholders of ECOB immediately preceding such transaction hold less than fifty percent (50%) of the aggregate equity interests in the surviving or resulting entity of such transaction, (ii) a sale or other disposition by ECOB of assets representing in excess of fifty percent (50%) of the aggregate fair market value of ECOB Business immediately prior to such sale or (iii) the acquisition by any person or group (including by way of a tender offer or an exchange offer or issuance by ECOB), directly or indirectly, of beneficial ownership or a right to acquire beneficial ownership of shares representing in excess of fifty percent (50%) of the voting power of the then outstanding shares of capital stock of ECOB.

“Representative” means any director, officer, employee, agent, consultant, advisor or other representative of a Person, including legal counsel, accountants and financial advisors.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations there under.

“Subsidiary” of a specified Person means (a) any Person if securities having ordinary voting power (at the time in question and without regard to the happening of any contingency) to elect a majority of the directors, trustees, managers or other governing body of such Person are held or

controlled by the specified Person or a Subsidiary of the specified Person; (b) any Person in which the specified Person and its subsidiaries collectively hold a fifty percent (50%) or greater equity interest; (c) any partnership or similar organization in which the specified Person or subsidiary of the specified Person is a general partner; or (d) any Person the management of which is directly or indirectly controlled by the specified Person and its Subsidiaries through the exercise of voting power, by contract or otherwise.

“Treasury Regulations” means regulations promulgated by the U.S. Treasury Department under the Code.

     2.1 Merger; Surviving Corporation . In accordance with and subject to the provisions of this Agreement and the Colorado Corporations Code (“CCC”), at the Effective Time ECOBLU shall be merged with and into ECOB (the “Merger”), and ECOB shall be the surviving corporation in the Merger (hereinafter sometimes called the “Surviving Corporation”) and shall continue its corporate existence under the laws of the State of Colorado. At the Effective Time, the separate existence of ECOBLU shall cease. All properties, franchises and rights belonging to ECOB and ECOBLU, by virtue of the Merger and without further act or deed, shall be vested in the Surviving Corporation, which shall thenceforth be responsible for all the liabilities and obligations of each of ECOBLU and ECOB.

     2.2 Articles of Incorporation . ECOB’s articles of incorporation, as in effect at the Effective Time, shall continue in full force and effect as the articles of incorporation of the Surviving Corporation until altered or amended as provided therein or by law.

     2.3 By Laws . ECOB’s bylaws, as in effect at the Effective Time, shall be the bylaws of the Surviving Corporation until altered, amended or repealed as provided therein or by law.

     2.4 ECOB Assets. Upon completion of the business combination, ECOB’s assets as of July 28, 2009 shall be sold to Mr. James H. Watson, Jr. for the sum of one dollar ($1.00) . These assets shall include the name “N8 Concepts, Inc.” The Parties hereby agree to cooperate in taking the necessary steps to transfer the right, title and interest in the assets of ECOB to Mr. James H. Watson, Jr.

     2.5 Share Exchange and Merger of ECOBLU. It is hereby agreed that ECOB shall acquire ALL (100%) of the issued and outstanding equity of ECOBLU consisting entirely of 50,000 common shares held by CONBOY and 10,000 common shares held by VUOZZO in a one for one share exchange resulting in the issuance of 60,000 common shares of ECOB common stock. These exchange shares shall bear a restrictive legend. Concurrent with the share exchange the Parties shall take all necessary steps to complete the Merger as indicated in 2.1 of this Agreement.

     2.6 Mr. James H. Watson, Jr. It is hereby agreed that Mr. Watson’s stock, totaling forty million (40,000,000) common shares shall be purchased by CONBOY and VUOZZO for one hundred twenty-five thousand dollars ($125,000). WATSON hereby agrees to cooperate in

taking the necessary steps to transfer all right, title and interest in his shares as designated by CONBOY and VUOZZO.

     2.7 Mr. Ken Relyea. It is hereby agreed that Mr. Ken Relyea’s stock, totaling ten million (10,000,000) common shares shall be purchased by CONBOY and VUOZZO for thirty-one thousand dollars ($31,000). RELYEA hereby agrees to cooperate in taking the necessary steps to transfer all right, title and interest in his shares as designated by CONBOY and VUOZZO.

     2.8 Effective Time . The Merger shall become effective at the time and date that the certificate of merger of each of ECOBLU and ECOB (the “Certificate of Merger”), in form and substance acceptable to the Parties, is accepted for filing by the Secretary of State of the State of Colorado in accordance with the provisions related thereto. The Certificate of Merger shall be executed by ECOBLU and ECOB and delivered to the Secretary of State of the State of Colorado for filing on the Closing Date. The date and time when the Merger becomes effective are referred to herein as the “Effective Time.”

     2.9 Reverse Split. It is hereby agreed that neither Party shall agree to a reverse split of the shares of the public company for a period of two (2) years from the Closing.

2.10 Surrender of Company Certificates .

     (a) Exchange Procedures . Promptly after the Effective Time, ECOBLU or its appointed designee shall mail to each holder of a certificate or certificates of its Common Stock (“Company Certificates”) whose shares are converted into the right to receive the Merger Shares, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to ECOB Certificates shall pass to ECOBLU, only upon delivery of ECOB Certificates to ECOBLU and which shall be in such form and have such other provisions as ECOBLU may reasonably specify) and (ii) instructions for use in effecting the surrender of ECOBLU Certificates in exchange for the Merger Shares. Upon surrender of ECOBLU Certificates for cancellation to ECOB, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such ECOBLU Certificates shall be entitled to receive the Merger Shares in exchange therefore and ECOBLU Certificates so surrendered shall forthwith be canceled. Notwithstanding the foregoing, if any ECOBLU Certificate is lost, stolen, destroyed or mutilated, such holder shall provide evidence reasonably satisfactory to ECOB as to such loss, theft, destruction or mutilation and an affidavit in form and substance satisfactory to ECOB, and, thereupon, such holder shall be entitled to receive the Merger Shares in exchange therefore and ECOB Certificates so surrendered shall forthwith be canceled.

     (b) Required Withholding . In connection with any payment to any holder or former holder of ECOB Common Stock, each of ECOBLU and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of ECOBLU Common Stock such amounts as may be required to be deducted or withheld there from under the Code or under any provision of state, local or foreign tax law or under any other applicable laws. To the extent such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this

Agreement as having been paid to the person to whom such amounts would otherwise have been paid.

     (c) No Liability . Notwithstanding anything to the contrary in this Section 2.10, neither ECOBLU, the Surviving Corporation nor any party hereto shall be liable to any Person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law. If any ECOBLU Certificate shall not have been surrendered prior to the date immediately prior to the date on which such property would otherwise escheat to or become the property of any Governmental or Regulatory Authority, any such property, to the extent permitted by applicable law, shall become the property of the Surviving Corporation, free and clear of all claims or interest of any person previously entitled thereto.

     (d) Termination . Any holders of ECOBLU Certificates who have not complied with this ARTICLE II shall look only to ECOBLU or the Surviving Corporation for, and ECOBLU and the Surviving Corporation shall remain liable for, payment of their claim for Merger Shares distributions with respect to ECOB Common Stock, without interest thereon.

     2.11 Stock Transfer Books . At the Effective Time, the stock transfer books of ECOBLU shall be closed, and there shall be no further registration of transfers of shares of ECOBLU Common Stock thereafter on the records of ECOB.

     2.12 Dissenting Shares . Shares of ECOBLU Common Stock which are issued and outstanding immediately prior to the Effective Time and which are held by persons who have properly exercised, and not withdrawn or waived, appraisal rights with respect thereto in accordance with the CCC (the “Dissenting Shares”), will not be converted into the right to receive the Merger Shares, and holders of such shares of ECOBLU Common Stock will be entitled, in lieu thereof, to receive payment of the appraised value of such shares of ECOBLU Common Stock in accordance with the provisions of the CCC unless and until such holders fail to perfect or effectively withdraw or lose their rights to appraisal and payment under the CCC. If, after the Effective Time, any such holder fails to perfect or effectively withdraws or loses such right, such shares of ECOBLU Common Stock will thereupon be treated as if they had been converted at the Effective Time into the right to receive the Merger Shares, without any interest thereon. ECOB will give ECOBLU prompt notice of any demands received by ECOB for appraisal of shares of ECOBLU Common Stock. Prior to the Effective Time, ECOB will not, except with the prior written consent of ECOBLU make any payment with respect to, or settle or offer to settle, any such demands.

     2.13 Restriction on Transfer . The Merger Shares may not be sold, transferred, or otherwise disposed of without registration under the Act or an exemption there from, and that in the absence of an effective registration statement covering the Merger Shares or any available exemption from registration under the Act, the Merger Shares must be held indefinitely. ECOBLU Shareholders are aware that the Merger Shares may not be sold pursuant to Rule 144 promulgated under the Act unless all of the conditions of that Rule are met. Among the conditions for use of Rule 144 may be the availability of current information to the public about the Surviving Company.

     2.14 Restrictive Legend . All certificates representing the Merger Shares shall contain the following legend:

Closing . The closing of the transactions contemplated by this Agreement and the Collateral Documents (the “Closing”) shall take place at the offices of ECOBLU, or at such other location as the parties may agree at 11:00 a.m., Pacific Time on the agreed date, which, shall be within sixty (30) days of the signing hereof (the “Closing Date”).

     ECOB represents and warrants to ECOBLU that the statements contained in this ARTICLE III are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this ARTICLE III, except in the case of representations and warranties stated to be made as of the date of this Agreement or as of another date and except for changes contemplated or permitted by this Agreement).

     3.1 Organization and Qualification . ECOB is a corporation duly organized, validly existing and in good standing under the laws of its respective jurisdiction of organization. ECOB has all requisite power and authority to own, lease and use its assets as they are currently owned, leased and used and to conduct its business as it is currently conducted. ECOB is duly qualified or licensed to do business in and is in good standing in each jurisdiction in which the character of the properties owned, leased or used by it or the nature of the activities conducted by it make such qualification necessary, except any such jurisdiction where the failure to be so qualified or licensed would not have a Material Adverse Effect on ECOB or a material adverse effect on the validity, binding effect or enforceability of this Agreement or the Collateral Documents or the ability of ECOB to perform its obligations under this Agreement or any of the Collateral Documents.

3.2 Capitalization .

     (a) The authorized capital stock and other ownership interests of ECOB consist of 100,000,000 shares of common stock, of which sixty-five million (66,137,944) shares were issued and outstanding as of the date hereof, and ZERO (0) shares of Preferred Stock, none of which are outstanding. All of the outstanding ECOB Common Stock have been duly

authorized and are validly issued, fully paid and non-assessable. It is anticipated that the number of shares of common stock will increase as a result of private placements to be conducted after the date hereof.

     (b) There are ZERO (0) outstanding or authorized options, warrants, purchase rights, preemptive rights or other contracts or commitments that could require ECOB to issue, sell, or otherwise cause to become outstanding any of its capital stock or other ownership interests (collectively “Options”).

     (c) All of the issued and outstanding shares of ECOB Common Stock have been duly authorized and are validly issued and outstanding, fully paid and non-assessable and have been issued in compliance with applicable securities laws and other applicable Legal Requirements or transfer restrictions under applicable securities laws.

     3.3 Authority and Validity . ECOB has all requisite corporate power to execute and deliver, to perform its obligations under, and to consummate the transactions contemplated by, this Agreement (subject to the approval of ECOB Shareholders as contemplated in this agreement. and to receipt of any consents, approvals, authorizations or other matters referred to in this Agreement). The execution and delivery by ECOB of, the performance by ECOB of its obligations under, and the consummation by ECOB of the transactions contemplated by, this Agreement have been duly authorized by all requisite action of ECOB (subject to the approval of ECOB Shareholders as contemplated by this Agreement). This Agreement has been duly executed and delivered by ECOB and (assuming due execution and delivery by the ECOBLU Parties and approval by ECOB Shareholders) is the legal, valid, and binding obligation of ECOB, enforceable against it in accordance with its terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors’ rights generally and (ii) general equitable principles. Upon the execution and delivery of the Collateral Documents by each Person (other than by the ECOBLU Parties) that is required by this Agreement to execute, or that does execute, this Agreement or any of the Collateral Documents, and assuming due execution and delivery thereof by the ECOBLU Parties, the Collateral Documents will be the legal, valid and binding obligations of ECOB, enforceable against ECOB in accordance with their respective terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors’ rights generally and (ii) general equitable principles.

     3.4 No Breach or Violation . Subject to obtaining the consents, approvals, authorizations, and orders of and making the registrations or filings with or giving notices to Regulatory Authorities and Persons identified herein, the execution, delivery and performance by ECOB of this Agreement and the Collateral Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby in accordance with the terms and conditions hereof and thereof, do not and will not conflict with, constitute a violation or breach of, constitute a default or give rise to any right of termination or acceleration of any right or obligation of ECOB under, or result in the creation or imposition of any Encumbrance upon ECOB, ECOB Assets, ECOB Business or ECOB Common Stock by reason of the terms of (i) the articles of incorporation, by laws or other charter or organizational document of ECOB or any Subsidiary of ECOB, (ii) any material contract, agreement, lease, indenture or other

instrument to which ECOB is a party or by or to which ECOB, or the Assets may be bound or subject and a violation of which would result in a Material Adverse Effect on ECOB, (iii) any order, judgment, injunction, award or decree of any arbitrator or Regulatory Authority or any statute, law, rule or regulation applicable to ECOB or (iv) any Permit of ECOB, which in the case of (ii), (iii) or (iv) above would have a Material Adverse Effect on ECOB or a material adverse effect on the validity, binding effect or enforceability of this Agreement or the Collateral Documents or the ability of ECOB to perform its obligations under this Agreement or any of the Collateral Documents.

     3.5 Consents and Approvals . Except for requirements under applicable United States or state securities laws, no consent, approval, authorization or order of, registration or filing with, or notice to, any Regulatory Authority or any other Person is necessary to be obtained, made or given by ECOB in connection with the execution, delivery and performance by ECOB of this Agreement or any Collateral Document or for the consummation by ECOB of the transactions contemplated hereby or thereby, except to the extent the failure to obtain any such consent, approval, authorization or order or to make any such registration or filing would not have a Material Adverse Effect on ECOB or a material adverse effect on the validity, binding effect or enforceability of this Agreement or the Collateral Documents or the ability of ECOB to perform its obligations under this Agreement or any of the Collateral Documents.

     3.6 Intellectual Property . To the knowledge of ECOB, ECOB has good title to or the right to use all material company intellectual property rights and all material inventions, processes, designs, formulae, trade secrets and know how necessary for the operation of ECOB Business without the payment of any royalty or similar payment.

     3.7 Compliance with Legal Requirements . ECOB has operated ECOB Business in compliance with all Legal Requirements applicable to ECOB except to the extent the failure to operate in compliance with all material Legal Requirements would not have a Material Adverse Effect on ECOB or Material Adverse Effect on the validity, binding effect or enforceability of this Agreement or the Collateral Documents.

     3.8 Financial Statements . Prior to the Closing Date ECOB shall provide ECOBLU with audited financial statements of ECOB as of June 30, 2009 and statements of operations, stockholders’ equity and cash flows for the year then ended. Such financial statements (“Company Financial Statements”) have or will have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) applied on a basis consistent throughout all periods presented, present fairly in all material respects the financial condition of ECOB and its results of operations as of the date and for the periods indicated.

     3.9 Litigation . There are no outstanding judgments or orders against or otherwise affecting or related to ECOB, ECOB Business or ECOB Assets and there is no action, suit, complaint, proceeding or investigation, judicial, administrative or otherwise, that is pending or, to ECOB’s knowledge, threatened that, if adversely determined, would have a Material Adverse Effect on ECOB or a material adverse effect on the validity, binding effect or enforceability of this Agreement or the Collateral Documents, except as noted in the audited Company Financial Statements or documented by ECOB to ECOBLU.

     3.10 Taxes . ECOB has duly and timely filed in proper form all Tax Returns for all Taxes required to be filed with the appropriate Regulatory Authority, and has paid all taxes required to be paid in respect thereof except where such failure would not have a Material Adverse Effect on ECOB, except where, if not filed or paid, the exception(s) have been documented by ECOB to ECOBLU.

     3.11 Books and Records . The books and records of ECOB accurately and fairly represent ECOB Business and its results of operations in all material respects.

     3.12 Brokers or Finders . All negotiations relative to this Agreement and the transactions contemplated hereby have been carried out by ECOB and/or its Affiliates/Representatives in connection with the transactions contemplated by this Agreement, neither ECOB, nor any of its Affiliates/Representatives have incurred any obligation to pay any brokerage or finder’s fee or other commission in connection with the transaction contemplated by this Agreement.

     3.13 Proxies . ECOB management holds, or prior to the Closing will hold, irrevocable proxies from ECOB Shareholders adequate to ensure Company Shareholder approval of the Merger as required by applicable law.

     3.14 Disclosure . No representation or warranty of ECOB in this Agreement or in the Collateral Documents and no statement in any certificate furnished or to be furnished by ECOB pursuant to this Agreement contained, contains or will contain on the date such agreement or certificate was or is delivered, or on the Closing Date, any untrue statement of a material fact, or omitted, omits or will omit on such date to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading.

     3.15 No Undisclosed Liabilities . ECOB is not subject to any material liability (including unasserted claims), absolute or contingent, which is not shown or wh