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: