AGREEMENT AND PLAN OF MERGER

AGREEMENT AND PLAN OF MERGER

by and among

Advanced Green Materials, Inc.

AGM Acquisition Corp.

and

Ubrandit.com

Dated February 8, 2007

AGREEMENT AND PLAN OF MERGER

Agreement and Plan of Merger dated as of February 8, 2007 (the " Agreement ") by and among Ubrandit.com, a corporation formed under the laws of the State of Nevada (" Ubrandit "), AGM Acquisition Corp., a corporation newly formed under the laws of the State of Nevada and a wholly owned subsidiary of Ubrandit (the " Merger Sub "), Advanced Green Materials, Inc., a corporation formed under the laws of the State of Nevada ("A GM "), and the Ming Liu , the majority shareholder of Ubrandit (" Principal Shareholder ").  Each of Ubrandit, the Merger Sub, AGM and the Principal Shareholder is referred to herein individually as a " Party " and all are referred collectively as the " Parties ."

PREAMBLE

WHEREAS , Ubrandit and AGM have determined that a business combination between them is advisable and in the best interests of their respective companies and stockholders, and presents an opportunity for their respective companies to achieve long-term strategic and financial benefits;

WHEREAS , Ubrandit has proposed to acquire AGM pursuant to a merger transaction whereby, pursuant to the terms and subject to the conditions of this Agreement, AGM shall become a wholly owned subsidiary of Ubrandit through the merger of AGM with and into the Merger Sub (the " Merger "); and

WHEREAS , in the Merger all issued and outstanding shares of capital stock of AGM held by the stockholders of AGM (the " AGM Stockholders ") shall be cancelled and converted into the right to receive 272,250 shares of Series A Convertible Preferred Stock of Ubrandit, $0.001 par value per share, which Shares shall represent 98% of the voting power of the issued and outstanding capital stock of Ubrandit after the merger (the " Merger Shares ").

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

CERTAIN DEFINITIONS

As used in this Agreement, the following terms shall have the meanings set forth below:

" Applicable Law " means any domestic or foreign law, statute, regulation, rule, policy, guideline or ordinance applicable to the businesses of the Parties, the Merger, the Parties and/or their respective subsidiaries.

"Knowledge" means, in the case of a corporation, a particular fact or other matter of which its President is actually aware or which a prudent individual could be expected to discover or otherwise become aware of in the course of conducting a reasonable review or investigation of the corporation and its business and affairs.  

" Lien " means, with respect to any property or asset, any mortgage, lien, pledge, charge, security interest, claim, encumbrance, royalty interest, any other adverse claim of any kind in respect of such property or asset, or any other restrictions or limitations of any nature whatsoever.

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" Material Adverse Effect " with respect to any entity or group of entities means any event, change or effect that has or would have a materially adverse effect on the financial condition, business or results of operations of such entity or group of entities, taken as a whole.

"NRS" means the Nevada Revised Statutes.

" Person " means any individual, corporation, partnership, trust or unincorporated organization or a government or any agency or political subdivision thereof.

" Surviving Entity " shall mean AGM as the surviving entity in the Merger as provided in Section 1.03.

" Tax " (and, with correlative meaning, " Taxes " and " Taxable ") means:

(i) any income, alternative or add-on minimum tax, gross receipts tax, sales tax, use tax, ad valorem tax, transfer tax, franchise tax, profits tax, license tax, withholding tax, payroll tax, employment tax, excise tax, severance tax, stamp tax, occupation tax, property tax, environmental or windfall profit tax, custom, duty or other tax, impost, levy, governmental fee or other like assessment or charge of any kind whatsoever together with any interest or any penalty, addition to tax or additional amount imposed with respect thereto by any governmental or Tax authority responsible for the imposition of any such tax (domestic or foreign), and

(ii) any liability for the payment of any amounts of the type described in clause (i) above as a result of being a member of an affiliated, consolidated, combined or unitary group for any Taxable period, and

(iii) any liability for the payment of any amounts of the type described in clauses (i) or (ii) above as a result of any express or implied obligation to indemnify any other person.

" Tax Return " means any return, declaration, form, claim for refund or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof.

ARTICLE I

THE MERGER

SECTION 1.01

THE MERGER.

Upon the terms and subject to the conditions set forth in this Agreement and in accordance with the  NRS, at the Effective Time (as hereinafter defined), all AGM Shares (as hereinafter defined) shall be cancelled and converted into the right to receive the Merger Shares.  In connection therewith, the following terms shall apply:

(a)

Filing of COD.  Prior to the Closing, Ubrandit shall file with the Secretary of State of Nevada a Certificate of Designation of Series A Convertible Preferred Stock ( the "Series A Convertible Shares") in the form annexed hereto as Appendix A .

(b)

Exchange Agent .   Robert Brantl, counsel for Ubrandit, shall act as the exchange agent (the " Exchange Agent ") for the purpose of exchanging AGM Shares for the Merger Shares.   At or prior to the Closing, Ubrandit shall deliver to the Exchange Agent the Merger Shares.

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(c)

Conversion of Securities .  

(i)

Conversion of AGM Securities .  At the Effective Time, by virtue of the Merger and without any action on the part of Ubrandit, AGM or the Merger Sub, or the holders of any of their respective securities:

(A)

Each of the issued and outstanding shares of common stock of AGM (the " AGM Shares ") immediately prior to the Effective Time shall be converted into and represent the right to receive, and shall be exchangeable for, one (1) Series A Preferred Share of Ubrandit.

(B)

All AGM Shares shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate representing any such shares shall cease to have any rights with respect thereto, except the right to receive the Merger Shares to be issued pursuant to this Section 1.01(c)(i) upon the surrender of such certificate in accordance with Section 1.07, without interest.    

(C)

The Merger Shares shall represent 98% of the voting power of the outstanding capital stock of Ubrandit, at the Effective Time after giving effect to the Merger.  

(ii)

Conversion of Merger Sub Stock .  At the Effective Time, by virtue of the Merger and without any action on the part of AGM, Ubrandit, the Merger Sub, or the holders of any of their respective securities, each share of capital stock of Merger Sub outstanding immediately prior to the Effective Time shall be converted into one share of the common stock of the Surviving Entity and the shares of common stock of the Surviving Entity so issued in such conversion shall constitute the only outstanding shares of capital stock of the Surviving Entity and the Surviving Entity shall be a wholly owned subsidiary of Ubrandit.  

(d)

Exemption from Registration .  The Parties intend that the issuance of the Merger Shares to the AGM Stockholders shall be exempt from the registration requirements of the Securities Act pursuant to Section 4(2) of the Securities Act and the rules and regulations promulgated thereunder.

SECTION 1.02

CLOSING.

The closing of the Merger (the " Closing ") will take place at the offices of Sino-American Capital Group, LLC, 41-40 Union Street, Suite 6J, Flushing, NY  within one (1) business day following the satisfaction or waiver of the conditions precedent set forth in Article V or at such other date as Ubrandit and AGM shall agree (the " Closing Date "), but in any event no later than February 12, 2007 unless extended by a written agreement of Ubrandit and AGM.

SECTION 1.03

MERGER; EFFECTIVE TIME.

At the Effective Time and subject to and upon the terms and conditions of this Agreement, Merger Sub shall, and Ubrandit shall cause Merger Sub to, merge with and into AGM in accordance with the provisions of the NRS, the separate corporate existence of Merger Sub shall cease and AGM shall continue as the Surviving Entity.  The Effective Time shall occur upon the filing with the Secretary of State of the State of Nevada of a Certificate of Merger (the " Certificate of Merger ") executed in accordance with the applicable provisions of the NRS (the " Effective Time ").  The date on which the Effective Time occurs is referred to as the " Effective Date ."  Provided that this Agreement has not been terminated pursuant to Article VI, the Parties will cause the Certificate of Merger to be filed as soon as practicable after the Closing.

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SECTION 1.04

EFFECT OF THE MERGER.

The Merger shall have the effect set forth in Section 92A.250 of the NRS.  Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the properties, rights, privileges, powers and franchises of AGM and Merger Sub shall vest in the Surviving Entity, and all debts, liabilities and duties of AGM and Merger Sub shall become the debts, liabilities and duties of the Surviving Entity.

SECTION 1.05

CERTIFICATE OF INCORPORATION AND BYLAWS; DIRECTORS AND OFFICERS.

Pursuant to the Merger:

(a)

The Articles of Incorporation and Bylaws of AGM as in effect immediately prior to the Effective Time shall be the Articles of Incorporation and Bylaws of the Surviving Entity immediately following the Merger.  

(b)

The directors and officers of AGM immediately prior to the Merger shall be the directors and officers of the Surviving Entity subsequent to the Merger.

SECTION 1.06

RESTRICTIONS ON RESALE

(a)

The Merger Shares .  The Merger Shares will not be registered under the Securities Act, or the securities laws of any state, and cannot be transferred, hypothecated, sold or otherwise disposed of until:  (i) a registration statement with respect to such securities is declared effective under the Securities Act, or (ii) Ubrandit receives an opinion of counsel for the stockholders, reasonably satisfactory to counsel for Ubrandit, that an exemption from the registration requirements of the Securities Act is available.

The certificates representing the Merger Shares which are being issued to the AGM Stockholders shall contain a legend substantially as follows:

"THE SECURITIES WHICH ARE REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNTIL A REGISTRATION STATEMENT WITH RESPECT THERETO IS DECLARED EFFECTIVE UNDER SUCH ACT, OR

UBRANDIT.COM RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO COUNSEL FOR UBRANDIT.COM THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE."

SECTION 1.07

EXCHANGE OF CERTIFICATES.

(a)

Exchange of Certificates .  After the Effective Time, the AGM Stockholders shall be required to surrender all their AGM Shares to the Exchange Agent, and the AGM Stockholders shall be entitled upon such surrender to receive in exchange therefor certificates representing the proportionate number of Merger Shares into which the AGM Shares theretofore represented by the certificates so surrendered shall have been exchanged pursuant to this Agreement.  Until so surrendered, each outstanding certificate that, prior to the Effective Time, represented AGM Shares shall be deemed for all corporate purposes, subject to the further provisions of this Article I, to evidence the ownership of the number of Merger Shares for which such AGM Shares have been so exchanged.  No dividend payable to

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holders of Merger Shares of record as of any date subsequent to the Effective Time shall be paid to the owner of any certificate which, prior to the Effective Time, represented AGM Shares, until such certificate or certificates representing all the relevant AGM Shares, together with a stock transfer form, are surrendered as provided in this Article I or pursuant to letters of transmittal or other instructions with respect to lost certificates provided by the Exchange Agent.

(b)

Full Satisfaction of Rights .  All Merger Shares for which the AGM Shares shall have been exchanged pursuant to this Article I shall be deemed to have been issued in full satisfaction of all rights pertaining to the AGM Shares.

(c)

Exchange of Certificates .  All certificates representing AGM Shares converted into the right to receive Merger Shares pursuant to this Article I shall be furnished to Ubrandit subsequent to delivery thereof to the Exchange Agent pursuant to this Agreement.

(d)

Closing of Transfer Books .  On the Effective Date, the stock transfer book of AGM shall be deemed to be closed and no transfer of AGM Shares shall thereafter be recorded thereon.

ARTICLE II

REPRESENTATIONS AND WARRANTIES OF UBRANDIT

AND THE PRINCIPAL SHAREHOLDER

Ubrandit and the Principal Shareholder, and, where applicable, the Merger Sub, hereby jointly and severally represent and warrant to AGM, as of the date of this Agreement and as of the Effective Time, as follows:

SECTION 2.01

ORGANIZATION, STANDING AND POWER.

Ubrandit is a company duly incorporated, validly existing and in good standing under the laws of the State of Nevada and has corporate power and authority to conduct its business as presently conducted by it and to enter into and perform this Agreement and to carry out the transactions contemplated by this Agreement.  Merger Sub is a company duly incorporated, validly existing and in good standing under the laws of the State of Nevada and has corporate power and authority to enter into and perform this Agreement and to carry out the transactions contemplated by this Agreement.  Ubrandit has not engaged in any business activities since January, 2002 other than negotiation of potential acquisitions, and has no property or assets.  Other than its ownership of the Merger Sub, Ubrandit does not have an ownership interest in any Person.  Merger Sub is a recently formed corporation and prior to the date hereof and through the Effective Date, Merger Sub has not and shall not conduct any operating business, become a party to any agreements, or incur any liabilities or obligations.

SECTION 2.02

 CAPITALIZATION.

(a)

There are 120,000,000 shares of capital stock of Ubrandit authorized, consisting of 100,000,000 shares of common stock, $0.001 par value per share (the " Ubrandit Common Shares ") and 20,000,000 shares of preferred stock, $0.001 per share (" Ubrandit Preferred Shares") .   As of the date of this Agreement, there are 69,092,790 Ubrandit Common Shares issued and outstanding.

(b)

The Principal Shareholder owns of record and beneficially 50,000,000 Ubrandit Common Shares.  No Ubrandit Common Shares or Ubrandit Preferred Shares have been reserved for issuance to any Person, and there are no other outstanding rights, warrants, options or agreements for the purchase or exchange of Ubrandit Common or Preferred Shares except as provided in this Agreement.

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(c)

All outstanding Ubrandit Common Shares are validly issued, fully paid, non-assessable, not subject to pre-emptive rights and have been issued in compliance with all state and federal securities laws or other Applicable Law.  The Merger Shares issuable to the AGM Stockholders will, when issued pursuant to this Agreement, be duly and validly authorized and issued, fully paid and non-assessable.

SECTION 2.03

AUTHORITY FOR AGREEMENT.

The execution, delivery, and performance of this Agreement by each of Ubrandit and Merger Sub has been duly authorized by all necessary corporate and shareholder action, and this Agreement, upon its execution by the Parties, will constitute the valid and binding obligation of each of Ubrandit and Merger Sub enforceable against each of them in accordance with and subject to its terms, except as enforceability may be affected by bankruptcy, insolvency or other laws of general application affecting the enforcement of creditors' rights.  The execution and consummation of the transactions contemplated by this Agreement and compliance with its provisions by Ubrandit and Merger Sub will not violate any provision of Applicable Law and will not conflict with or result in any breach of any of the terms, conditions, or provisions of, or constitute a default under, Ubrandit's Articles of Incorporation, Merger Sub’s Articles of Incorporation, or either of their Bylaws, in each case as amended, or, in any material respect, any indenture, lease, loan agreement or other agreement or instrument to which Ubrandit is a party or by which it or any of its properties are bound, or any decree, judgment, order, statute, rule or regulation applicable to Ubrandit or Merger Sub.   

SECTION 2.04

ABSENCE OF CERTAIN CHANGES OR EVENTS .  

Since the filing of Ubrandit’s most recent annual report on September 30, 2006:

(a)

there has not been any Material Adverse Change in the business, operations, properties, assets, or condition of Ubrandit;

(b)

Ubrandit has not (i) amended its Articles of Incorporation;  (ii) declared or made, or agreed to declare or make, any payment of dividends or distributions of any assets of any kind whatsoever to stockholders or purchased or redeemed, or agreed to purchase or redeem, any outstanding capital stock; (iii) made any material change in its management or method of operation or accounting, other than the change in control described in the Current Report filed with the Securities and Exchange Commission (" SEC ") on November 7, 2006; (iv) entered into any material transaction; or (v) made any accrual or arrangement for payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee.

SECTION 2.05

GOVERNMENTAL AND THIRD PARTY CONSENTS

No consent, waiver, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other federal, state, county, local or other foreign governmental authority, instrumentality, agency or commission or any third party, including a party to any agreement with Ubrandit or Merger Sub, is required by or with respect to Ubrandit or Merger Sub in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except for such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under (i) applicable securities laws, or (ii) the NRS.

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SECTION 2.06

LITIGATION

There is no action, suit, investigation, audit or proceeding pending against, or to the Knowledge of Ubrandit or the Principal Shareholder, threatened against or affecting, Ubrandit or any of its assets or properties before any court or arbitrator or any governmental body, agency or official.

SECTION 2.07

INTERESTED PARTY TRANSACTIONS

Ubrandit is not indebted to any officer or director of Ubrandit, and no such person is indebted to Ubrandit.

SECTION 2.08

COMPLIANCE WITH APPLICABLE LAWS.

To the Knowledge of Ubrandit and the Principal Shareholder, the business of each of Ubrandit and Merger Sub has not been, and is not being, conducted in violation of any Applicable Law.

SECTION 2.09

TAX RETURNS AND PAYMENT

Ubrandit has duly and timely filed all material Tax Returns required to be filed by it and has duly and timely paid all Taxes shown thereon to be due.  Except as disclosed in the reports filed from time to time with the SEC, there is no material claim for Taxes that is a Lien against the property of Ubrandit other than Liens for Taxes not yet due and payable, none of which is material.  Ubrandit has not received written notification of any audit of any Tax Return of Ubrandit being conducted or pending by a Tax authority where an adverse determination could have a Material Adverse Effect on Ubrandit, no extension or waiver of the statute of limitations on the assessment of any Taxes has been granted by Ubrandit which is currently in effect, and Ubrandit is not a party to any agreement, contract or arrangement with any Tax authority or otherwise, which may result in the payment of any material amount.

SECTION 2.10

UBRANDIT PUBLIC FILINGS

Ubrandit is a fully compliant reporting company under the Securities Exchange Act of 1934, as amended (the " Exchange Act "), and all Ubrandit public filings required under the Exchange Act have been made.  All public filings by Ubrandit under the Exchange Act are true, correct and complete in all material respects, are not misleading and do not omit to state any material fact which is necessary to make the statements contained in such public filings not misleading in any material respect.  To the Knowledge of Ubrandit and the Principal Shareholder, Ubrandit has not been threatened or is not subject to removal of its common stock from the OTC Bulletin Board.   

SECTION 2.11

UBRANDIT AGREEMENTS

Ubrandit is not a party to any material