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