EXHIBIT 10.1


International Smart
Sourcing, Inc.
320 Broad Hollow Road
Farmingdale, NY 11735

July 29, 2008


Network 1 Financial Securities Inc
2 Bridge
Ave
Red Bank New Jersey 07701
Attn: William Hunt President 

     Re:     Acquisition
of Network 1 Financial Securities Inc (NETW)


Dear Bill: 

     This letter confirms our
understanding (“LOI”) in connection with the proposed purchase of 100% of the
capital stock of Network 1 Financial Securities Inc. (NETW), a Texas
Corporation, by International Smart Sourcing, Inc. (“ISSI”).

1. Terms. ISSI agrees to purchase 100% of
the issued and outstanding capital stock of NETW for the issuance of 22,000,000
shares of common stock of ISSI. Price hereunder shall be subject to its due
diligence review and the completion of NETW’s audited financial statements for
the years ended June 30 ,2008 and June 30 2007 both of which shall be
satisfactory to ISSI.

2. Payment of Purchase
Price. At the Closing of the Transaction, ISSI shall
cause its transfer agent to issue the securities comprising the purchase price.


3. Post-Acquisition
Management Structure. Upon the closing of the
Transaction, ISSI’s Board of Directors will be comprised of two current
directors of ISSI or its designees and three designees of NETW’s current
controlling shareholders.

4. Post-Acquisition
Capital Structure of ISSI. Following the closing of
the Transaction, ISSI shall have an aggregate of 32,974,435 shares of common stock outstanding. 

5. Definitive
Acquisition Agreement. ISSI and NETW will prepare
and sign a definitive acquisition agreement (the “Acquisition Agreement”) which
agreement will contain customary representations and warranties. 

6. Liquidity. At the closing of the
Transaction (the “Closing”), ISSI will have cash on hand and no liabilities
other than those disclosed in its 10-Q for the quarter ended June 30, 2008 (or
any subsequently filed financial statement filed under the Securities Exchange
Act of 1934 as amended) and those incurred in the ordinary course of business.
ISSI will be current in all of their 1934 Act filings. 




7. No-Shop.

     (a) NETW (including any of their respective
representatives, agents or affiliates) hereby agree, from the date hereof until
September 30, 2008 that they will not enter into any agreement to acquire any
other entity or substantially all of the assets of any other entity without the
prior consent of ISSI. 

     (b) ISSI hereby
agrees from the date hereof until the Closing, that it will not enter into any
discussions and/or negotiations pertaining to the acquisition of any entity
which would result in the issuance or more the 5% of the capital stock of ISSI.


     This No-Shop
provision shall be binding on both parties provided that the Closing occurs no
later than September 30, 2008. 

8. Confidentiality. Each of the parties
understands that this LOI and the terms hereof are confidential and shall not be
disclosed to any third party without the express written consent of the other
party unless required by law. In the event that ISSI, as a reporting company
under Section 12 of the Securities Exchange Act of 1934, is required to issue a
press release or other disclosure, the NETW shall be given the opportunity to
review such release. 

9. Expenses. Each Party recognizes that they
shall be responsible for their own fees and expenses incurred in connection with
the Transaction. 

10. Miscellaneous.

     a. The representations and warranties
contained herein shall be true and accurate as of the date hereof and as of the
Closing Date. 

     b. This LOI may not be modified or amended
except in writing signed by all parties. 

     c. This LOI shall be governed by and
interpreted under the laws of the State of New York. 

     d. This LOI shall be legally binding with
respect to Section 7 hereof. 

     If the above
correctly reflects our understanding and agreement with respect to the foregoing
matters, please so confirm by signing this letter agreement in the space
provided below, effective as of the date first mentioned above. 

	Very truly
      yours,  
	International Smart Sourcing, Inc.  
		  
	By: 	  /s/ David
      Hale           
                  	 
		Name: David
      Hale  
		Title:
      Chairman of the Board of Directors, President  
		  
		  
	AGREED AND
      ACCEPTED:  
		  
	Network 1
      Financial Securities Inc.  
		  
	By: 	  /s/ William Hunt  	 
		Name: William
      Hunt  
		Title:
      President