AGREEMENT AND PLAN OF MERGER

                          
AGREEMENT AND PLAN OF MERGER

     
AGREEMENT AND PLAN OF MERGER, dated as of January 3, 2007 (the

"Agreement"), between University Girls Calendar, Ltd., a Nevada
corporation (the

"Corporation"), and University Girls Calendar, Ltd., a Delaware
corporation (the

"Subsidiary").

                                   
WITNESSETH:

     
WHEREAS, the Subsidiary desires to acquire all the assets, and to
assume

all of the liabilities and obligations, of the Corporation by means
of a merger

of the Corporation with and into the Subsidiary, with the
Subsidiary being the

surviving corporation (the "Merger");

     
WHEREAS, the Subsidiary is a wholly-owned subsidiary of the
Corporation;

     
WHEREAS, Section 92A.200 of the Nevada Revised Statutes ("Nevada
Law") and

Section 253(c) of the Delaware General Corporation Law (the
"DGCL"), authorize

the merger of a Nevada corporation into a Delaware corporation;

     
WHEREAS, the Subsidiary shall be the surviving entity (the
"Surviving

Corporation") and continue its existence as a Delaware corporation;
and

     
WHEREAS, the stockholders and Board of Directors of the Corporation
and the

Subsidiary have approved this Agreement and the consummation of the
Merger.

     
NOW THEREFORE, the parties hereto hereby agree as follows:

                                    
ARTICLE I

                                   
THE MERGER

     
SECTION 1.01. The Merger.

     
(a) At the Effective Time (as defined below), the Corporation shall
be

merged, the separate existence of the Corporation shall cease and
the Surviving

Corporation shall be the surviving entity and continue its
existence as a

Delaware corporation.

     
(b) The Merger shall become effective on the date that a
Certificate of

Ownership and Merger with respect to the Merger, substantially in
the form

attached hereto as Exhibit A, is accepted for filing by the Office
of the

Secretary of State of Delaware (the "Effective Time") and all other
filings or

recordings required by the Nevada Revised Statutes and the Delaware
General

Corporation Law in connection with the Merger are made.

     
SECTION 1.02. Merger Consideration.

     
At the Effective Time, each share of common stock, par value $0.001
per

share of the Corporation which shall be issued and outstanding
immediately prior

to the Effective Time shall be converted into 1.310344828 issued
and outstanding

shares of common stock, par value $0.001 per share of the Surviving
Corporation,

and from and after the Effective Time, the holders of all

said issued and outstanding shares of stock of the Corporation
shall

automatically become holders of shares of the Surviving
Corporation, whether or

not certificates representing said shares are then issued and
delivered.

                                   
ARTICLE II

   
                         
THE SURVIVING CORPORATION

     
SECTION 2.01. Bylaws; Certificate of Incorporation. The certificate
of

incorporation of the Subsidiary, as in effect immediately prior to
the Effective

Time, shall be the certificate of incorporation of the Surviving
Corporation

unless and until thereafter amended in accordance with its terms
and applicable

law. The By-laws of the Subsidiary as in effect immediately prior
to the

Effective Time shall be the By-laws of the Surviving Corporation
unless and

until thereafter amended in accordance with applicable law.

     
At the Effective Time the name of the Surviving Corporation shall
be

Unive