Agreement And Plan of Merger

AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT AND PLAN OF MERGER (the " Agreement" ) is entered into effective as of April 12, 2006 by and among ISSG, Inc. a Delaware corporation (the " Company" ), ISSG Sub, Inc., a Florida corporation (the " Merger Sub" ), and Advantage Investment Strategies, Inc. (f/k/a/ Private Asset Advisors), a Florida corporation (the " Target" ).


R E C I T A L S

A. The Target currently has 100 shares (the " Target Shares" ) of common stock, $1.00 par value per share (the " Target Common Stock" ) issued and outstanding, which constitute all of the issued and outstanding capital stock of the Target.


B. The respective Boards of Directors of the Company, Merger Sub, and the Target have approved the merger (the " Merger" ) of the Target into Merger Sub on the terms and subject to the conditions set forth in this Agreement, whereby each issued Company Share not owned by the Company, Merger Sub, or the Company shall be converted into the right to receive the Merger Consideration (as defined in Section 2.1(c)).


C. For Federal income tax purposes it is intended that the Merger qualify as a " reorganization" within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the " Code" )


D. The Company, Merger Sub, and the Target desire to make certain representations, warranties, covenants and agreements in connection with the Merger and also to prescribe various conditions to the Merger.


NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

A G R E E M E N T

It is agreed as follows:


1.

Merger.

1.1. The Merger . On the terms and subject to the conditions set forth in this Agreement, and in accordance with the Florida Business Corporation Act (the " FBCA" ), the Merger Sub shall be merged with and into the Target at the Effective Time (as defined in Section 1.3). At the Effective Time and as a result of the Merger, the separate corporate existence of the Merger Sub shall cease and the Target shall continue as the surviving entity (the " Surviving Entity" ). The Merger, the payment of notes in connection with the Merger (the " Note Issuance" ), the issuance by the Company of shares of common stock, par value $0.001 per share, of the Company (the " Company Common Stock" ) in connection with the Merger (the " Share


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Issuance" ) and the other transactions contemplated by this Agreement are referred to in this Agreement as the " Transactions ."

1.2. Closing . The closing (the " Closing" ) of the Merger shall take place at the offices of Spectrum Law Group, LLP, 1900 Main Street, Suite 125, Irvine, CA 92614 at 10:00 a.m., Pacific Standard Time, on the third (3rd) Business Day following the satisfaction (or, to the extent permitted by any and all applicable statutes, rules, regulations, ordinances, orders, writs, injunctions, judgments, decrees, awards, or restrictions of any governmental entity (a " Law" ), waiver by the party or parties entitled to the benefits thereof) of the conditions set forth in Article 6 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions), or at such other place, time and date as shall be agreed in writing by the Company and the Target. The date on which the Closing occurs is referred to in this Agreement as the " Closing Date ." For purposes of this Agreement, " Business Day" shall mean any Monday, Tuesday, Wednesday, Thursday or Friday that is not a day on which banking institutions in the State of California are authorized by law, regulation or executive order to close.


1.3. Effective Time . Prior to the Closing, the Company shall prepare, and on the Closing Date, the Surviving Entity shall file with the Department of State of the State of Florida, articles of merger or other appropriate documents (in any such case, the " Articles of Merger" ), executed in accordance with the relevant provisions of the FBCA, and shall make all other filings or recordings required under the FBCA. The Merger shall become effective at such time as the Articles of Merger are duly filed with such Department of State on the Closing Date, or at such later time as the Company and the Target shall agree and specify in the Articles of Merger (the time the Merger becomes effective being the " Effective Time" ).


1.4. Effect of the Merger . At the Effective Time, the effect of the Merger shall be as provided herein and in the applicable provisions of the FBCA.


1.5.

Articles of Incorporation and By-laws .


(a) The articles of incorporation of Target, as in effect immediately prior to the Effective Time, shall be the articles of incorporation of the Surviving Entity until thereafter changed or amended as provided therein or by the FBCA or applicable Law.


(b) The by-laws of Target, as in effect immediately prior to the Effective Time, shall be the by-laws of the Surviving Entity until thereafter changed or amended as provided therein or by applicable Law.


1.6. Directors . The directors of Target immediately prior to the Effective Time shall be the directors of the Surviving Entity, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.


1.7. Officers . The officers of the Target immediately prior to the Effective Time shall be the officers of the Surviving Entity, until the earlier of their resignation or removal or until their respective successors are duly elected or appointed and qualified, as the case may be.


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2. Effect on the Capital Stock of the Constituent Corporations; Exchange of Certificates.

2.1. Effect on Capital Stock . At the Effective Time, by virtue of the Merger and without any action on the part of the holder of any shares of capital stock of Target or any shares of capital stock of Merger Sub:


(a) Capital Stock of Merger Sub . Each issued and outstanding share of capital stock of Merger Sub shall be converted into and become one share of common stock of the Surviving Entity.

(b) Cancellation of Treasury Stock and Company-Owned Stock . Each Target Share that is owned by the Target, Company, or Merger Sub (or any direct or indirect wholly-owned subsidiary of Company or Merger Sub) shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and no cash, Company Common Stock or other consideration shall be delivered or deliverable in exchange therefor.


(c)

Conversion of Target Shares .


(1) Subject to Section 2.1(b), each issued and outstanding Target Share outstanding prior to the Effective Time shall be converted into the right to receive a pro rata portion of (A) Six Million (6,000,000) shares (the " Company Shares" ) of the Company Common Stock, and (B) promissory notes (the " Notes" ) in the aggregate principal amount of $300,000.00, in the form attached hereto as Exhibit A (the " Merger Consideration" ), subject to the terms and conditions of this Agreement.


(2) As of the Effective Time, all such Target 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 Target Shares shall cease to have any rights with respect thereto, except the right to receive Merger Consideration upon surrender of such certificate in accordance with Section 2.3, without interest.


2.2.

Company Shares Securities Laws .


(a) Restricted Securities . The Company Shares shall be represented by stock certificates, representing an applicable number of shares of the Company Common Stock, issued in the name of each of the Target Stockholders of the Target as of the Closing and as set forth on Schedule 3.2 (the " Target Stockholders" ). The Company Shares (i) shall not be registered under the Securities Act of 1933, as amended (the " Securities Act" ) or any state securities laws, (ii) will be offered and sold in reliance upon exemptions provided in the Securities Act and state securities laws for transactions not involving any public offering, and (iii) therefore, shall constitute " restricted securities" within the meaning of the Securities Act and cannot be resold or transferred unless they are subsequently registered under the Securities Act and such applicable state securities laws or unless an exemption from such registration is available.


(b) Investment Representation Letters . On the Closing Date, each of the Target Stockholders shall execute and deliver an Investment Representation Letter, in the form attached hereto as Exhibit B (the " Investor Representation Letter" ), which contains certain representations designed to confirm the availability to the Company of the exemption from registration under Section 4(2) of the Securities Act in connection with the issuance of the Company Shares pursuant to this Agreement.


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2.3.

Exchange of Certificates .


(a) Exchange Procedures . As soon as reasonably practicable after the Effective Time, each holder of record of a certificate or certificates (the " Certificates" ) that, immediately prior to the Effective Time, represented outstanding Target Shares whose shares were converted into the right to receive Merger Consideration pursuant to Section 2.1(c) shall surrender such holder' s Certificate for cancellation to the Company (or to such other agent or agents as may be appointed by Company) together with a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Company and shall be in such form and have such other provisions as Company may reasonably specify), duly executed, and such other documents as may reasonably be required by the Company, the holder of such Certificate shall be entitled to receive in exchange therefor the holder' s pro rata portion of the Merger Consideration, including the Company Shares and the Notes, into which the aggregate number of Target Shares previously represented by such Certificate shall have been converted pursuant to Section 2.1(c), and the Certificate so surrendered shall forthwith be canceled. Thereafter, such holder shall be treated as a holder of Company Common Stock for purposes of voting or quorum for any meeting of the stockholders of Company. In the event of a transfer of ownership of Target Shares that is not registered in the transfer records of the Target, payment may be made to a person other than the person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of such Certificate or establish to the satisfaction of Company that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.3, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration into which the Target Shares theretofore represented by such Certificate have been converted pursuant to Section 2.1(c). No interest shall be paid or accrue on any cash payable upon surrender of any Certificate.


(b) No Further Ownership Rights in Company Shares . The Merger Consideration paid and/or issued in accordance with the terms of this Article 2 upon conversion of any Target Shares shall be deemed to have been paid and/or issued in full satisfaction of all rights pertaining to such Target Shares, subject, however, to the Surviving Entity' s obligation to pay any dividends or make any other distributions with a record date prior to the Effective Time that may have been declared or made by the Target on such Target Shares in accordance with the terms of this Agreement or prior to the date of this Agreement and which remain unpaid at the Effective Time, and after the Effective Time there shall be no further registration of transfers on the stock transfer books of the Surviving Entity of Target Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, any Certificates formerly representing Target Shares are presented to the Surviving Entity for any reason, they shall be canceled and exchanged as provided in this Article 2.


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(c) Income Tax Treatment . It is intended by the parties hereto that the Merger qualify as a " reorganization" within the meaning of Section 368(a) of the Code. The parties hereto hereby adopt this Agreement as a " plan of reorganization" within the meanings of Sections 1.368-2(g) and 1.368-3(a) of the U.S. Treasury Regulations promulgated under the Code.


2.4.

Target Equity Awards .


(a) Cancellation of Target Options . Promptly upon execution of this Agreement, the Target shall notify in writing all holders of all outstanding options to purchase shares of common stock of the Target (" Options" ) of the pending Merger and shall give each such holder an opportunity to exercise such Options in accordance with their terms prior to the Effective Time. All Options that are not exercised prior to the Effective Time shall be cancelled and cease to exist, and no consideration will be delivered in exchange therefor.

(b) Cancellation of Target Warrants . Promptly upon execution of this Agreement, the Target shall notify in writing all holders of all outstanding warrants to purchase shares of common stock of the Target (" Warrants" ) of the pending Merger and shall give each such holder an opportunity to exercise such Warrants in accordance with their terms prior to the Effective Time. All Warrants that are not exercised prior to the Effective Time shall be cancelled and cease to exist, and no consideration will be delivered in exchange therefor.


3. Representations, Warranties and Covenants of the Target . The Target represents, warrants and covenants to the Company and Merger Sub as follows (exceptions to the following representations and warranties shall be set forth on Schedules 3.1 through 3.22, which collectively are referred to as the " Disclosure Schedule" ):

3.1. Authority Relative to this Agreement . The Target has all requisite corporate power and authority to enter into and to carry out all of the terms of this Agreement and all other Documents. All corporate action on the part of the Target necessary for the authorization, execution, delivery and performance of the Documents by the Target has been taken and no further authorization on the part of the Target is required to consummate the transactions provided for in the Documents. When executed and delivered by the Target, the Documents shall constitute the valid and legally binding obligation of the Target, enforceable in accordance with their respective terms, except as limited by applicable bankruptcy, insolvency reorganization and moratorium laws and other laws affecting enforcement of creditor' s rights generally and by general principles of equity.

3.2. Capitalization of the Target . The authorized capital stock of the Target consists of 7,500 shares of common stock, $1.00 par value (the " Target Common Stock" ), of which 100 shares are issued and outstanding. All issued and outstanding shares of Target Common Stock are duly authorized, validly issued, fully paid and nonassessable, and are held of record by the persons set forth on Schedule 3.2 . Except as set forth on Schedule 3.2 , there are no outstanding options, warrants, rights, subscriptions, calls, contracts or other agreements to issue, purchase or acquire, or securities convertible into, shares of capital stock or other securities of any kind representing an ownership interest in the Target, and no stockholder of Target is a party to any proxy, voting trust or other agreements with respect to the voting of the Target Common Stock.


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3.3. Subsidiaries . Set forth on Schedule 3.3 is a complete listing of any stock or equity interests, direct or indirect, of the Target in any other firm, corporation, partnership, limited liability company, trust, joint venture, joint stock company, incorporated or unincorporated association, governmental entity, or business organization of any kind (each of which is referred to herein individually as a " Subsidiary" and collectively as the " Subsidiaries" ). The Target is the sole record owner of all of the issued and outstanding capital stock of any such Subsidiaries, free and clear of all liens, encumbrances, equities, assessments and claims. All of the issued and outstanding shares of capital stock of each such Subsidiary are duly authorized, validly issued, fully paid and nonassessable. There are no outstanding options, warrants, rights, subscriptions, calls, contracts or other agreements to purchase or acquire, or securities convertible into, shares of capital stock or other securities of any kind representing an ownership interest in any such Subsidiaries, and Target is not a party to any proxy, voting trust or other agreements with respect to the voting of the capital stock of any such Subsidiaries.

3.4. Organization and Standing . The Target and each of the Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of its state or jurisdiction of incorporation and is duly qualified or registered to do business as a foreign corporation and is in good standing in each jurisdiction in which the character of the business conducted by it or the location of the properties owned or leased by it makes such qualification necessary and where the failure to be so qualified would have a material adverse effect on the Target and the Subsidiaries, taken as a whole. The Target and each of the Subsidiaries has the full corporate power and authority to own or lease and operate its properties and to carry on its business as now being conducted.

3.5. No Default or Legal Restrictions . Neither the Target nor any of the Subsidiaries is in violation of its articles of incorporation, bylaws or other governing documents. Neither the Target nor any of the Subsidiaries is in default under, or in breach of any term or provision of, any contract, agreement, lease, license, commitment, mortgage, indenture, bond, note, instrument or other obligation set forth on Schedule 3.22 (each a " Contract" ) where such default or breach would have a material adverse effect on the Target and the Subsidiaries, taken as a whole. The execution and delivery of this Agreement by the Target and the consummation of the transactions contemplated hereby do not and will not violate the articles of incorporation, bylaws or other governing documents of the Target or any of the Subsidiaries, and, except as set forth on Schedule 3.5 or except where any such conflict, breach, default or violation would not have a material adverse effect on the Target and the Subsidiaries, taken as a whole, the execution and delivery of this Agreement by the Target and the consummation of the transactions contemplated hereby do not and will not (a) conflict with or result in any breach of (or create in any party the right to accelerate, terminate, modify or cancel) any terms, conditions or provisions of, or constitute a default under, or require the consent of any party to, or result in the imposition of any lien or encumbrance upon any asset or property of the Target or any of the Subsidiaries pursuant to the terms and conditions of, any Contract to which the Target or any of the Subsidiaries is now a party or by which any of them or any of their respective properties, assets


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or rights may be bound or affected, (b) violate any provision of any law, rule or regulation of any administrative agency or governmental body, or any order, writ, injunction or decree of any court, administrative agency, governmental body or arbitrator, or (c) require any filing with, or license, permit, consent or other governmental approval of, any federal, state or local governmental body or governmental agency (including, without limitation, the Securities and Exchange Commission, other than the filing of a From D and similar state securities laws filings.)

3.6. Compliance with Law . Neither the Target nor any of the Subsidiaries is in violation of any federal, state, local or foreign law, ordinance, regulation, judgment, decree, injunction or order of any court or other governmental entity. The Target and the Subsidiaries have procured and are currently in possession of all licenses, permits and other governmental authorizations required by federal, state or local laws for the operation of the business of the Target and the Subsidiaries in each jurisdiction in which the Target or any of the Subsidiaries is currently conducting business, where the failure to possess such licenses, permits and authorizations would have a material adverse effect on the Target and the Subsidiaries, taken as a whole, and there is no basis for revoking any such license, permit or other authorization. Except as otherwise disclosed on Schedule 3.6 , such licenses are in full force and effect and there is no basis for any fines, penalties, or revocation of such licenses.


3.7.

Financial Statements .

(a) The Target is currently having an accounting firm authorized to practice before the Securities and Exchange Commission conduct an audit of the balance sheet of the Target, including its Subsidiaries, as of March 31, 2006 and the related statements of operations, shareholders' equity and cash flows for the two years then ended (the " Target Audited Financial Statements" ), and such audit shall be completed in sufficient time to have the Target Audited Financial Statements to be filed as an exhibit to the amendment of the Current Report on Form 8-K required by the rules and regulations of the Securities and Exchange Commission. The Target Audited Financial Statements will be true and accurate, in accordance with the books and records of Target. Except as disclosed therein, the Target Audited Financial Statements (i) will be in accordance with the books and records of the Target and will be prepared in conformity with generally accepted accounting principles as in effect in the United States. (" GAAP" ) consistently applied for all periods, and (ii) will fairly present the financial position of the Target as of the respective dates thereof, and the results of operations, and changes in shareholders' equity and changes in cash flow for the periods then ended, all in accordance with GAAP consistently applied for all periods.

(b) Except as set forth on the Target Audited Financial Statements, the Target has no debt, liability or obligations of any nature, whether accrued, absolute, contingent, or otherwise, whether due or to become due and whether or not the amount hereof is readily ascertainable, that will not be reflected as a liability in the Target Audited Financial Statements or except for liabilities incurred by the Target in the ordinary course of business, consistent with past practices which are not otherwise prohibited by, or in violation of, or which will not result in a breach of, the representations, warranties, and covenants of the Target contained in this Agreement. There will be no material loss contingencies (as such term is used in Statement of Financial Accounting Standards No. 5 (" FAS No. 5" ) issued by the Financial Accounting Standards Board (the " FASB" ) which will not be adequately provided for in the Target Audited Financial Statements as required by FAS No. 5.


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3.8. Absence of Undisclosed Liabilities . The Target does not have any material liabilities, obligations or claims of any kind whatsoever which are required to be set forth in financial statements prepared in accordance with GAAP, whether secured or unsecured, accrued or unaccrued, fixed or contingent, matured or unmatured, direct or indirect, contingent or otherwise and whether due or to become due (referred to herein individually as a " Liability" and collectively as " Liabilities" ), other than (a) Liabilities that are reserved for or disclosed in the Target Audited Financial Statements, (b) Liabilities that are set forth on Schedule 3.8 , (c) Liabilities incurred by the Target in the ordinary course of business after the date of the Target Audited Financial Statements (none of which results from, arises out of, relates to, is in the nature of, or was caused by any breach of contract, breach of warranty, tort, infringement or violation of law), or (d) Liabilities for Contracts (other than any express executory obligations that might arise due to any default or other failure of performance by the Target prior to the Closing Date).

3.9. Absence of Material Adverse Changes . Since the date of the Target Audited Financial Statements, there has not been any (a) material adverse change in the business, operations, properties, condition (financial or otherwise) of the Target and the Subsidiaries, (b) damage, destruction or loss, whether covered by insurance or not, materially and adversely affecting the business, properties or condition (financial or otherwise) of the Target and the Subsidiaries, taken as a whole, or (c) change by the Target or any of the Subsidiaries in accounting methods or principles used for financial reporting purposes, except as required by a change in generally accepted accounting principles and concurred with by the Target' s independent certified public accountants.


3.10.

Real Property .

(a) Schedule 3.10 contains a list of all real property owned by or leased to the Target or any of the Subsidiaries. The Target has not received any notification that there is any violation of any law, ordinance or regulation with respect to such real property that would result in a material fine or penalty or the abatement of which would require a material capital expenditure.


(b) The Target or the applicable Subsidiary has good and marketable title to all real property indicated on Schedule 3.10 as owned by the Company or any of the Subsidiaries, subject to (i) easements, servitudes and rights-of-way of record or in actual or apparent use, (ii) any state of facts that a visual inspection might reveal, (iii) rights of the public in any portion of the premises that may fall in any public street, way or alley, (iv) zoning laws, building laws and building restrictions of record, (v) liens for current taxes not yet due and payable or being contested in good faith by appropriate proceedings, (vi) liens imposed by law incurred in the ordinary course of business for obligations not yet due to carriers, warehousemen, laborers, materialmen and the like, (vii) liens or imperfections of title that do not materially detract or interfere with the present use or value of such real property, and (viii) mortgages, liens, encumbrances, claims or restrictions, if any, that do not materially detract from or interfere with the present use or value of such real property.


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(c) There are no pending or threatened condemnation proceedings relating to any real property owned by or leased to the Target or any of the Subsidiaries, or other matters affecting materially or adversely the current use, occupancy, or value of any such real property.


(d) There are no leases, subleases, licenses, material concessions, or other material agreements, written or oral granting to any party or parties the right of use or occupancy of any portion of any real property owned by the Target or any of the Subsidiaries.


(e) There are no outstanding options or rights of first refusal to purchase any of the real property owned by the Target or any of the Subsidiaries, or any portion thereof or interest therein.


(f) The leases relating to the real property leased by the Target or any of the Subsidiaries are valid and in full force and there does not exist any default thereunder that materially detracts from or interferes with the present use or value of such real property.


3.11.

Tangible Personal Property .

(a) The Target and each of the Subsidiaries has good and marketable title to all tangible personal property it purports to own as of the date of the Target Audited Financial Statements (except for personal property sold or otherwise disposed of since the date of the Target Audited Financia ...