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� 99 1�8911 PLAN AND AGREEMENT OF MERGER "� BETWEEN CONSOLIDATED BLENDERS, INC. A KANSAS CORPORATION, AND BLENDERS, INC., A NEBRASKA CORPORATION 1. Effective upon filing appropriate Articles of Merger with the respective Secretary of State's of Kansas and Nebraska, Consolidated Blenders, Inc., a Kansas corporation, shall merge into Blenders, Inc., a Nebraska corporation, and Blenders, Inc., a Nebraska corporation, shall be the surviving entity. The corporate name of the surviving entity, however, shall be Consolidated Blenders, Inc. and shall be a Nebraska corporation. The Articles of Incorporation of Blenders, Inc. shall be amended to change the name of the corporation to Consolidated Blenders, Inc. 2. Upon the effective date of the merger, all shares of Blenders, Inc. issued to Consolidated Blsnders, Inc. (CBI) shall be cancelled and all shares of CBI shall be exchanged for an equal amount of shares of the surviving entity. The shares to be issued shall be identical in number with identical designations, preferences, limitations and relatives rights as those shares presently held by the Shareholders of CBI, the purpose of this transaction being only to change the state of incorporation. 3. The authorized stock of the surviving corporation shall be 1,000,000 shares of --� common capital stock with a par value of$0.10 per share. 4. Upon the effective date of this merger, the separate existence of CBI shall cease and all rights; interest; property real, personal, and mixed; causes of action; and any other assets and businesses of CBI shall merge with and become a part of the surviving entity without any further transference's, deeds, conveyances or other actions. All liabilities of every type and manner whatever of CBI shall also become those of the surviving entity. 5. Blenders, Inc. and CBI respectively represent and warrant to the other party that each entity is duly formed, existing and in good standing under its respective statutory scheme. 6. The Merger and Plan of Agreement shall be construed and interpreted according to the applicable laws of the State of Nebraska. 7. This Plan and Agreement of Merger has been unanimously approved by the Boards of Directors and Shareholders of each corporation which is a party to this Agreement. 8. The surviving corporation agrees that it may be served with process in the State of Kansas in any proceeding for enforcement of any obligation of each corporation ,� which is a party to this agreement, as well as for the enforcement of any EXHIBIT B Page 3 of 4 �O� �