Exhibit 10.1

STOCK PURCHASE AGREEMENT

by and between 

INTERNATIONAL SMART SOURCING,
INC. 

(as Purchaser) 

and

NETWORK 1 FINANCIAL SECURITIES INC. 

AND

THE SELLING STOCKHOLDERS


 

(as Sellers)

dated as of

March 26, 2009 

 




STOCK PURCHASE AGREEMENT 

     AGREEMENT
(the “Agreement”) dated as of March 26, 2009 between Network 1 Financial Securities
Inc., a Texas Corporation with a principal place of business located at The
Galleria Penthouse, Bridge Avenue, Building 2, Red Bank, New Jersey 07701 (the
“Company”),
and the selling stockholders listed as signatories hereto (the “Selling Stockholders”) (the
Company and the Selling Stockholders are collectively referred to herein as the
“Sellers”)
and International Smart Sourcing, Inc. (“Purchaser”), a Delaware corporation with a principal place of business located at
320 Broad Hollow Road, Farmingdale, New York 11735, regarding the sale and
purchase of up to one hundred percent (100%) of the common stock of the
Company.

     WHEREAS
the Sellers are the owners of one hundred percent (100% of the issued and
outstanding shares of common stock of the Company; and 

     WHEREAS
the Sellers wish to sell and the Purchaser wishes to purchase the shares of
common stock on the terms and conditions set forth below; 

     NOW,
THEREFORE, for good and valuable consideration and in consideration of the
mutual covenants set forth herein, it is agreed as follows: 

Section I: Definitions


     “Closing” means the closing of this Agreement pursuant to the conditions set
forth in Section III below. 

     “Lien” means any mortgage, deed or trust, pledge, hypothecation, security
interest, encumbrance, claim, lien, lease, or charge of any kind. 

     “Regulatory Authority” means any U.S. or foreign, federal, state, provincial, or
local government or governmental, regulatory, or administrative authority,
agency, or commission, or any court, tribunal, or judicial or arbitral body,
self-regulatory organization, or stock exchange. 

     “Stock” means one hundred percent (100%) of the shares of Class A and Class B
common stock in the Company, and all rights and privileges pertaining
thereto.

Section II: Purchase and Sale
of Stock 

     Subject
to the terms and conditions contained herein, on the Closing Date (as defined in
Section III below) the Sellers shall sell, convey, assign, transfer, and deliver
to the Purchaser, and the Purchaser shall purchase, acquire, and accept from the
Sellers, all of Sellers’s right, total, and interest in and to the Stock, free
and clear of all Liens in exchange for TWENTY TWO MILLION (22,000,000) shares of
common stock, $0.001 par value, of the Purchaser (“Purchase Price”). At the Closing of
the Transaction, the Purchaser shall cause its transfer agent to issue the
securities comprising the Purchase Price to the Sellers and the Company shall
thereupon become a wholly-owned subsidiary of the Purchaser. 

Section III: Closing Date,
Conditions, and Mechanics 

     A. Closing Date. Subject to the terms and
conditions of this Agreement, the sale and purchase of the Stock of the Company
shall take place at 10:00 a.m., New York City time at the offices of Gersten
Savage LLP, 600 Lexington Avenue, New York, New York. The Closing shall be
accomplished by mail and telephone. The Closing shall occur upon the
satisfaction of all applicable conditions pursuant to this Agreement and any
amendment thereto duly executed by both parties or at such other time as the
Sellers and the Purchaser may mutually agree upon in writing (the day on which
the Closing occurs being the “Closing
Date”). Facsimile signatures or scanned and
emailed signatures will be deemed to be acceptable to close.

1 




     B. Mutual Conditions. At or prior to the
Closing Date, the following conditions shall have been satisfied or waived by
all of the parties hereto: 

          (i) All consents, approvals, authorizations, or other actions by,
or filing with or notification to, any Regulatory Authority, including any
self-regulatory organization, that is required to consummate the transactions
contemplated hereby shall have been obtained and/or made; provided, however,
that if the Company reasonably believes that it has complied with the elements
of Financial Industry Regulatory Authority (“FINRA”) Rule 1017 after the 30-day
notification period, it may elect to close. Such decision shall be at the sole
discretion of the Company. 

     C. Sellers’ Conditions. At or prior to
the Closing Date, the following conditions shall have been satisfied or waived
by the Sellers: 

          (i) The representations and warranties of the Purchaser contained
herein shall be true and correct in all material respects. 

          (ii) Any covenants or undertakings of the Purchaser required to be
performed at or prior to the Closing Date shall have been satisfied in all
material respects. 

          (iii) The Purchaser shall have deposited with its transfer agent
securities comprising the Purchase Price.

     D. Purchaser Conditions. At or prior to
the Closing Date, the following conditions shall have been satisfied or waived
by the Purchaser: 

          (i) The representations and warranties of Sellers contained herein
shall be true and correct in all material respects, which representations and
warranties shall survive the Closing as provided herein. 

          (ii) Any covenants or undertakings of the Sellers required to be
performed at or prior to the Closing Date shall have been satisfied in all
material respects, including without limitation, demonstrating that all renewals
have been made, all regulatory permits, licenses, and bonding requirements are
up-to-date, and all assessments related thereto have been duly paid, and
evidence to that effect as reasonably requested by Purchaser has been provided
by Sellers. 

          (iii) Sellers shall have provided Purchaser with current financial
statements through December 31, 2008 prior to the Closing Date and Sellers
further shall have provided Purchaser with all requested due diligence
information, a copy of which is reproduced at Exhibit A, and the results of such
due diligence investigation shall have been satisfactory to the Purchaser in its
sole discretion. 

          (iv) Sellers shall provide to Purchaser at Closing certificates of
common stock or affidavits of lost certificates of the Selling Stockholders
constituting not less than ninety five percent (95%) of the issued and
outstanding common stock of the Company. 

     E. Closing
Mechanics.

          (i) On the Closing Date, the Sellers shall convey the Stock of the
Company (for the avoidance of doubt, such common stock constituting one hundred
percent (100%) of the issued and outstanding common stock of the Company) to the
Purchaser, and the Purchaser shall cause its transfer agent to issue an
aggregate of twenty two million (22,000,000) shares of its common stock to the
Sellers. 

2 




          (ii) Notwithstanding the foregoing, in the event that the Selling
Stockholders present certificates of common stock or affidavits of lost
certificates of the Selling Stockholders constituting less than one hundred
percent (100%) but more than ninety five percent (95%) of the issued and
outstanding stock of the Company, the amount of shares of the Purchaser tendered
to the Selling Stockholders shall be reduced
pro rata.

Section IV: Sellers’
Obligations 

          (i) Prior to the Closing Date, the Company will file with FINRA
all required documentation to obtain approval by FINRA for the sale of up to one
hundred percent (100%) of the Company. On the Closing Date the Purchaser, with
the Sellers’ assistance as necessary, will immediately prepare and file an
amended Form BD with FINRA, any other applicable Regulatory Authority, and any
required state(s), indicating the change in ownership of Company and listing the
officers and directors; including appropriate disclosure of the resignation of
the present licensed persons from association with the Company upon satisfaction
of the conditions by the Company of FINRA Rule 1017, unless the present owner
and/or licensed person(s) have agreed to stay with the Company after the change
in ownership has occurred. 

          (ii) The Sellers agree to cooperate with the Purchaser in the
filing of all necessary documents with any Regulatory Authority.

Section V: Representations


     A. Sellers’
Representations 

     The
Sellers represent and warrant to the Purchaser the following on the date hereof,
which representations shall continue to be true on the Closing Date and shall
survive indefinitely: 

	           
    	1.	      	The Company is a
      corporation, duly organized, validly existing and in good standing under
      the laws of the State of Texas, has all the requisite corporate power and
      authority to own and operate its properties and to carry on business as
      now being conducted or has been conducted in the past and is qualified to
      do business and is in good standing as a foreign corporation in each state
      or other jurisdiction in which the nature of its properties, assets or
      business require such qualification and in which, the failure to so
      qualify could have a material adverse effect on its business.
		 
		2.		On the Closing Date,
      the Company will have only the assets that are listed on Appendix 1 and
      the debts and other liabilities that are listed in Appendix 2, which
      appendices are attached to this Agreement.
		 
		3.		All officers of the
      Company will continue in their current management roles, unless otherwise
      agreed to in writing by both parties.
		 
		4.		The Company is duly
      licensed and in good standing as a broker-dealer with (i) the Securities
      and Exchange Commission (“SEC”) pursuant to the Securities
      Exchange Act of 1934 (the “1934
      Act”); (ii) FINRA; (iii) 41 US states
      and territories, as listed in the Company’s Central Registration
      Depository (“CRD”) report with FINRA, (iv) the Over the Counter Bulletin Board, and
      (v) the Securities Industry Protection Corporation (“SIPC”). The Company
      has all permits, licenses and authorizations required by any Regulatory
      Authority or agency for the conduct of its current business. The Sellers
      represent that all tax filings are up to
date.


3 





		5.		The Company, on the
      Closing Date, will be operating in full compliance with laws and the rules
      and regulations of the Regulatory Authorities having
    jurisdiction.
	           
    	 
		6.		The Stock will be free
      and clear of any and all liens, pledges, and encumbrances. There are no
      other issuances or classes of equity or equity equivalents issued or to be
      issued, except for an aggregate of 215,000 issued and outstanding shares
      of non-voting preferred stock. There shall be no liabilities in the
      Company except as detailed and/or provided in Appendix 2 and any
      liabilities so noted will remain with the Sellers.
		 
		7.		There are no legal
      actions pending or, to the knowledge of the Sellers, threatened against
      the Sellers which relate to this Agreement or the transactions
      contemplated hereby or which, individually or in the aggregate, would
      adversely affect the Sellers’ ability to consummate the transactions
      contemplated hereby.
		 
		8.		There are no
      arbitration awards, disciplinary, financial and/or regulatory events in
      which the Company is involved, other than those already disclosed in the
      FINRA CRD report.
		 
		9.		To the knowledge of
      the Sellers, there are no arbitration awards, disciplinary, financial
      and/or regulatory events threatened against the Sellers.
		 
		10.	      	During the period from
      the date of this Agreement and continuing until the earlier of the Closing
      or the termination of this Agreement, the Sellers shall continue to
      operate and/or maintain their ongoing business and operations in the
      ordinary course and consistent with past practice and shall not, without
      the approval of the Purchaser, enter into any material transaction or
      assume any liability that is inconsistent with past practice, take any
      action that would cause any of the representations and warranties to
      become inaccurate in any material respect as of the date of Closing,
      permit any business permits (including all regulatory licenses such as,
      without limitation, compliance with net capital requirements) to lapse, or
      enter into any material settlement or release of any lawsuit, action, or
      claim, judicial, or other regulatory or legal proceeding, except as in
      Appendix 2 to this Agreement, or, enter into any agreement to acquire any
      other entity or substantially all of the assets of any other
    entity.
		 
		11.		The Sellers, and each
      of them, have the capacity and legal authority to enter into this
      Agreement and to effect the undertakings
herein.


     B. Purchaser’s
Representations 

     The
Purchaser represents and warrants to the Sellers the following on the date
hereof, which representations shall continue to be true on the Closing Date and
shall survive indefinitely: 

4 





	           
    	1.	      	The Purchaser is a
      corporation, duly organized, validly existing and in good standing under
      the laws of the State of Delaware, has all the requisite corporate power
      and authority to own and operate its properties and to carry on business
      as now being conducted or has conducted in the past and is qualified to do
      business and is in good standing as a foreign company in each state or
      other jurisdiction in which the nature of its properties, assets or
      business require such qualification and in which, the failure to so
      qualify could have a material adverse effect on its business.
		 
		2.		During the period from
      the date of this Agreement and continuing until the earlier of the Closing
      or the termination of this Agreement, the Purchaser shall not enter into
      any discussions and/or negotiations pertaining to the acquisition of any
      entity which would result in the issuance of more than 5% of the
      Purchaser’s capital stock.


Section VI: Indemnification


     The
Sellers shall indemnify and hold harmless the Purchaser with respect to all
claims, losses, actions, expenses, errors and/or omissions occurring prior to
the final approval of the FINRA and change in ownership. This indemnification
shall include, without limitation, any claim, debt, or liability whatsoever
asserted against the Stock that arose prior to the Closing Date, as well as any
claim, debt or liability whatsoever asserted by Harrow House Growth Fund that
may arise after the Closing Date, and shall include the Purchaser’s costs and
attorney’s fees in defending any such claim.

Section VII: Notices


     Any
notices, demands, consent or other communications if sent by overnight courier
service, shall be given one business day to return communication by way of
overnight courier service or by facsimile, in each case, addressed to the party
as provided below: 

		If to Purchaser
      at:  		320 Broad Hollow
      Road  
	     	 		Farmingdale, NY
      11735  
		  	 	Attn: David R.E.
      Hale, Chairman  
		  		Fax No.: (631)
      752-6907  
		  
		With a copy
      to:  		Gersten Savage
      LLP  
		  		600 Lexington
      Avenue  
				9th Floor 
		  		New York, New
      York 10022  
		  		Attn: Kristin J.
      Angelino, Esq.  
		  		Fax No.: (212)
      980-5192  
		  
		If to Sellers
      at:  		Network 1
      Financial Securities Inc.  
		  		The Galleria
      Penthouse  
		  		2 Bridge Avenue
      Building 2  
		  		Red Bank, NJ
      07701  
		  		Attn: William R.
      Hunt, President  
		  	          	Fax No.: (732)
      758-6671 



5 




Section VIII: Miscellaneous


     A. Headings. The headings contained in
this Agreement are for reference purposes only and shall not affect in any way
the meaning or interpretation of this Agreement. 

     B. Severability. If any term or other
provision of this Agreement is invalid, illegal or incapable of being enforced
by any applicable law or public policy, all other conditions and provisions of
this Agreement shall nevertheless remain in full force and effect. 

     C. Further Assurances. Each party shall
do and perform, or cause to be done and performed, all such further acts and
things, and shall execute and deliver all such other agreements, certificates,
instruments and documents, as the other party may reasonably request in order to
carry out the intent and accomplish the purposes of this Agreement and the
consummation of the transaction(s) contemplated hereby. 

     D. Expenses. The parties agree that each party will bear its own
expenses.

     E. Waiver. The failure or delay of any
party hereto to enforce at any time any of the provisions of this Agreement
shall in no way be construed as a waiver of any such provision, nor in any way
to affect the validity or this Agreement or any part hereof or the right of such
party thereafter to enforce each and every such provision. No waiver of any
breach of or non-compliance with this Agreement shall be held to be a waiver of
any other or subsequent breach or non-compliance. All remedies, either under
this Agreement or by law or otherwise afforded, will be cumulative and not
alternative. 

     F. Entire Agreement. This Agreement
constitutes the entire agreement of the parties hereto with respect to the
subject matter hereof and supersedes all prior agreements and undertakings, both
written and oral, between the parties hereto with respect to the subject matter
hereof. 

     G. Third-Party Beneficiaries; Assignment.
This Agreement is for the sole benefit of the parties hereto and their permitted
assigns and nothing herein (except as elsewhere expressly provided in this
Agreement), express or implied, is intended to or shall confer upon any other
person or entity any legal or equitable right, benefit or remedy of any nature
whatsoever under or by reason of this Agreement. No party may assign any of its
rights or obligations hereunder except with the consent of all of the other
parties hereto; provided, however that the Purchaser may assign its rights to an
affiliated or otherwise commonly controlled entity without the Sellers’ consent.


     H. Amendment. This Agreement may not be
amended or modified except by an instrument in writing signed by the parties
hereto. 

     I. Governing Law; Submission to Jurisdiction. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO ITS CHOICE OF LAW
PRINCIPLES. Any controversy, claim or dispute arising out of or relating to this
Agreement or the interpretation or breach thereof, or any dispute between any of
the parties hereto relating to this Agreement shall be settled by arbitration
through the FINRA pursuant to its Code of Arbitration Procedure, and shall be
heard by three arbitrators in the Borough of Manhattan, the City of New York,
the State of New York, and judgment upon the award rendered by the arbitrator(s)
may be entered in any court having jurisdiction thereof. 

     J. Counterparts. This Agreement may be
executed in one or more counterparts, and by the different parties hereto in
separate counterparts, each of which when executed shall be deemed to be an
original but all of which taken together shall constitute one and the same
agreement. Delivery of an executed counterpart of a signature page to this
Agreement by facsimile or scanned and transmitted via electronic mail shall be
effective as delivery of a manually executed counterpart of this
Agreement.

6 




     K. Construction of Agreement. This
Agreement shall be construed without regard to any presumption or other rule
requiring construction against the party causing this Agreement to be drafted.


     IN
WITNESS WHEREOF the parties have executed this Agreement as of the date first
indicated above. 


	PURCHASER:  	
	 	
	INTERNATIONAL SMART SOURCING, INC.  	
	 	
	By: 
    	/s/ David R.E. Hale  	
	Name:
        	David R.E.
      Hale  	
	Title:  	Chairman  	
	  	
	SELLERS:  	
	 	
	NETWORK 1 FINANCIAL SECURITIES INC.  	
	  	
	By: 
    	/s/ William R. Hunt, Jr.  	
	Name:  	William R. Hunt,
      Jr.  	
	Title:  	President  	
	 	
	/s/ William R. Hunt, Jr.  	
	WILLIAM R. HUNT, JR.  	
	 	
	/s/ Richard W. Hunt  	
	RICHARD W. HUNT  	
	 	
	/s/  Conny T. Remmer   	
	CONNY
      T. REMMER   	
	 	
	/s/  Robert J. Remmer   	
	ROBERT J.
      REMMER   	




7 






	 	
	/s/ Randall C. Remmer  	
	RANDALL C.
      REMMER  	
	  	
	/s/ Elizabeth Remmer Campbell  	
	ELIZABETH REMMER
      CAMPBELL  	
	  	 	
	/s/ Richard L. Eckhoff  	
	RICHARD L. ECKHOFF  	
	   	
	  	
	NETWORK 1 FINANCIAL ADVISORS INC.  	
	 	
	By: 
    	/s/ William R. Hunt, Jr.  	
	Name:  	William R. Hunt, Jr. 
      	
	Title:  	President  	
	 	
	/s/ Damon D. Testaverde  	
	DAMON
      D. TESTAVERDE  	
	 	
	/s/ Gary J. Petrantis  	
	GARY
      J. PETRANTIS  	
	 	
	/s/ Michael Smith  	
	MICHAEL SMITH  	
	  	
	/s/ Horace T. Ardinger, Jr.   	
	HORACE T.
      ARDINGER, JR.  	
	   	
	 	
	HARROW
      HOUSE GROWTH FUND  	
	 	   	
	By: 
    	  	
	Name:
        	  	
	Title:  	   	




8 




APPENDIX 1 

     There are
no assets to be included as part of the sale of Stock under the Agreement. The
parties agree that the only assets in the business as of the date of the
Agreement are as follows: 

     1. All
cash contained in the Company’s bank account, which amount may increase or
decrease from time to time. 

     2. The Company’s regulatory capital, which
is $160,177, as of the date of the most recent FOCUS report, which amount may increase or decrease from time to
time.

     3. All
assets on the Company’s most recent balance sheet, including depreciated assets
such as equipment and furniture.

     The
parties agree that all assets enumerated on this Appendix 1 are the
property of the Sellers and the Purchaser disclaims all rights to such assets
unless otherwise agreed to in writing by the parties. 





APPENDIX 2 

     The
Sellers stipulate that the only liabilities existing as of the date of the
Agreement are listed below and are the responsibility of the Sellers:


	1. Line of credit 	    
    	$ 	93,000 
	2. Mortgage
      payable 		  	787,023
    
	3. Notes payable 		  	150,448 
	4. Due to
      affiliates 		  	4,700
  
	5. Advances from officer 		  	141,357 
	6. Commissions
      payable 		 	10,618
  
	7. Securities sold, but not yet purchased, at market 		  	2,688 
	8. Capital
      leases payable 		  	16,254
  
	9. Accounts payable, accrued expenses and other liabilities
    		$ 	301,280 
	  
	     TOTAL 		$ 	1,507,368







Exhibit A 

	1.		Certificate of
      Incorporation, and all amendments thereto, as well as current Certificate
      of Good Standing for state of incorporation and authorizations to do
      business in any foreign state.
	 
	2.		By-Laws and minutes of
      meetings, or actions by written consent in lieu of a meeting, of Board of
      Directors and Shareholders.
	 
	3.		Form BD and all
      amendments thereto.
	 
	4.		Original Restriction
      Letter/Membership Agreement from FINRA (or other applicable SRO), and all
      amendments thereto.
	 
	5.		Fidelity Bond, with
      verification that premium payments are current.
	 
	6.		Copies of SEC, FINRA
      and state statements, notices of registrations, and other material reports
      or filings, within the past 5 years, if an active broker dealer, 3 years
      if a semi-active or shell broker dealer.
	 
	7.		Copies of all audit,
      examination, or inspection reports by the SEC, FINRA, and applicable
      states, during the past 5 years (or from the existence of the firm if less
      than 5 years).
	 
	8.		FINRA and state
      correspondence indicating that all fees have been paid and that
      broker/dealer is currently in good standing. (Equivalent for SEC that BD
      is not deemed to be inactive.)
	 
	9.		Evidence of
      broker/dealer’s FINS number.
	 
	10.		Copy of
      broker/dealer’s confirmation of registration in the Lost and Stolen
      Securities Program with Securities Information Center, if
      applicable.
	 
	11.		Copy of customer
      account information form.
	 
	12.	      	All documents
      referring or relating to any investigation provided to the firm by the
      SEC, FINRA, state, or any other governmental agency involving the
      broker/dealer, during the past five years (or from the existence of the
      firm if less than 5 years).
	 
	13.		All documents
      referring or relating to arbitrations, administrative proceedings, or
      litigation involving the broker/dealer.
	 
	14.		Annual audited
      financial statements submitted by broker/dealer pursuant to SEC Rule 17a-5
      for the last three fiscal years.
	 
	15.		Name and contact
      information for Auditor.
	 
	16.		Latest FOCUS Reports:
      Part I, Part IIA, year-end for the last three years.
	 
	17.		Latest trial
      balance.
	 
	18.		Corporate federal,
      state and local income tax returns for last three fiscal
  years.
	 
	19.		All material contracts
      to which broker/dealer or its owners are a party.
	 
	20.		Written Supervisory
      Procedures Manual.
	 
	21.		Clearing Agreement, if
      applicable.
	 
	22.		Business Continuity
      Plan.
	 
	23.		AML
  Plan.