<PAGE>

     As filed with the Securities and Exchange Commission on April 26, 1999

                                            Registration Statement No. 333-48701

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                               ------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                               ------------------

                       INTERNATIONAL SMART SOURCING, INC.
             (Exact name of registrant as specified in its charter)

         Delaware                                      11-3423157
(State or other jurisdiction of           (I.R.S. Employee Identification No.)
incorporation or organization)

                              320 Broad Hollow Road
                           Farmingdale, New York 11735

                    (Address of Principal Executive Offices)

         INTERNATIONAL SMART SOURCING, INC. STOCK OPTION AND GRANT PLAN

                            (Full title of the plan)

                               ------------------

                                 Andrew Franzone
                             Chief Executive Officer
                      International Smart Sourcing, Inc.
                              320 Broad Hollow Road
                           Farmingdale, New York 11735
                                 (516) 293-0750

 (Name, address and telephone number, including area code, of agent for service)

                               ------------------

                                 With copies to:
                            Carl Seldin Koerner, Esq.
                        Koerner Silberberg & Weiner, LLP
                               112 Madison Avenue
                            New York, New York 10016
                                 (212) 689-4400

                               ------------------

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
========================================================================================================================
Title of Securities To Be     Amount To Be          Proposed Maximum          Proposed Maximum            Amount of
      Registered             Registered (1)      Offering Price Per Share  Aggregate Offering Price    Registration Fee
------------------------------------------------------------------------------------------------------------------------
<S>                          <C>                 <C>                       <C>                         <C>
     Common Stock            300,000 shares       4.50             (2)            $675,000                   $200
    $.001 par value
========================================================================================================================
</TABLE>

(1)      Plus such additional number of shares as may be required pursuant to
         the International Smart Sourcing, Inc. Stock Option and Grant Plan in
         the event of a stock dividend, reverse stock split, split-up,
         recapitalization or other similar event. Excludes 25,000 shares granted
         as of the Effective Date as unregistered shares, pursuant to the Stock
         Option and Grant Plan.

(2)      This estimate is made pursuant to Rule 457(h) under the Securities Act
         of 1933, as amended (the "Securities Act"), solely for purposes of
         determining the registration fee and is based upon the price at which
         outstanding options may be exercised.

<PAGE>

                                  INTRODUCTION

         This Registration Statement on Form S-8 is filed by International
Smart Sourcing, Inc. (the "Registrant"), relating to 300,000 shares of its
common stock, par value $.001 per share (the "Common Stock"), which may be
issued under the International Smart Sourcing, Inc. Stock Option and Grant Plan
(the "Plan").

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information. *

Item 2.  Registrant Information and Employee Plan Annual Information. *

         * Information required by Part I to be contained in the Section 10(a)
Prospectus is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act and the Introductory Note to Part I of Form S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference.

         The Registrant hereby incorporates by reference the documents listed in
(a) through (c) below, which have been previously filed with the Securities and
Exchange Commission (the "Commission").

         (a)      The prospectus contained in the Registrant's Registration
                  Statement on Form SB-2 (Registration No. 333-48701) filed with
                  the Commission pursuant to Rule 424(b) under the Securities
                  Act.

         (b)      All reports filed by the Registrant pursuant to Section 13(a)
                  or 15(d) of the Securities Exchange Act of 1934, as amended
                  (the "Exchange Act") through the date hereof.

         (c)      The descriptions of the Registrant's Common Stock contained in
                  its Registration Statements on Form 8-A, filed with the
                  Commission on January 6, 1999, under Section 12 of the
                  Exchange Act, and any amendments or reports filed for the
                  purpose of updating such descriptions.

         In addition, all documents subsequently filed with the Commission by
the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act, prior to the filing of a post-effective amendment which indicates that all
securities offered hereunder have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed
incorporated by reference herein shall be 

<PAGE>

deemed to be modified or superseded for purposes hereof to the extent that a
statement contained herein or in any subsequently filed document which also is
incorporated or deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

Item 4.  Description of Securities.

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not Applicable.

Item 6.  Indemnification of Directors and Officers.

         The Registrant is a Delaware corporation. Subsection (a) of Section 145
of the Delaware General Corporation Law (the "DGCL") empowers a corporation to
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of the corporation) by reason of the fact that he or she is or was a
director, officer, employee, or agent of the corporation, or is or was serving
at the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him or her in connection with
such action, suit or proceeding if he or she acted in good faith and in a manner
he or she reasonably believed to be in or not opposed to the best interests of
the corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful.

         Subsection (b) of Section 145 of the DGCL empowers a corporation to
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that he or
she was a director, officer, employee or agent of the corporation or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise against expenses (including attorneys' fees) actually and reasonably
incurred by him or her in connection with the defense or settlement of such
action or suit if he or she acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper.

         Section 145 further provides that a Delaware corporation is required to
indemnify a director, officer, employee or agent against expenses (including
attorney's fees) actually and reasonably incurred by him in connection with any
action, suit or proceeding or in defense of any claim, issue or matter therein
as to which such person has been successful on the merits or otherwise; that
indemnification provided for by Section 145 shall not be deemed exclusive of any
other rights to which the indemnified party may be entitled; that
indemnification provided for by Section 145 shall, unless otherwise provided
when authorized or ratified, continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of such
person's heirs, executors and administrators; and that the corporation has the
power to purchase and maintain insurance on behalf of a director or officer of
the corporation 

                                        2
<PAGE>

against any liability asserted against him or her and incurred by him or her in
any such capacity, or arising out of his or her status as such whether or not
the corporation would have the power to indemnify him or her against such
liabilities under Section 145. A Delaware corporation may provide
indemnification only as authorized in the specific case upon a determination
that indemnification of the director, officer, employee or agent is proper in
the circumstances because he has met the applicable standard of conduct. Such
determination is to be made (i) by a majority vote of the directors who were not
party to such action, suit or proceeding, even though less than a quorum or (ii)
if there are no such directors, or if such directors so direct, by independent
legal counsel in a written opinion or (iii) by the stockholders.

         Section 102(b)(7) of the DGCL provides that a certificate of
incorporation may contain a provision eliminating or limiting the personal
liability of a director to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director provided that such provision
shall not eliminate or limit the liability of a director (i) for any breach of a
director's duty of loyalty to the corporation or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of the law, (iii) under Section 174 of the DGCL or (iv) for
any transaction from which the director derived an improper personal benefit.

         The Registrant's Certificate of Incorporation provides that each person
who was or is a party to (or is threatened to be made a party to) or is
otherwise involved in any civil or criminal action, suit or proceeding by reason
of the fact that such person is or was a director or officer of the Registrant
shall be indemnified and held harmless by the Registrant to the fullest extent
authorized by Section 145 of the DGCL against all expense, liability and loss
(including without limitation attorneys' fees) incurred by such person in
connection therewith.

         Nothing contained in the Registrant's Certificate of Incorporation
shall eliminate or limit the liability of directors (i) for any breach of the
director's duty of loyalty to the Registrant or its stockholders; (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of the law; (iii) under Section 174 of the DGCL; or (iv) for
any transaction from which the director derived an improper personal benefit.

         The By-Laws of the Registrant provide that the Registrant shall, to the
fullest extent permitted by the DGCL (including, without limitation, Section 145
of the DGCL) or other provisions of the laws of Delaware relating to
indemnification of directors, officers, employees and agents, as the same may be
amended and supplemented from time to time, indemnify any and all such persons
whom it shall have power to indemnify under the DGCL or such other provision of
law. In addition, the By-Laws provide that, to the fullest extent permitted by
law, indemnification may be granted and expenses may be advanced to a director,
officer, employee or agent of the Registrant or a person serving at the request
of the Registrant as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, if (i)
approved by a resolution of stockholders, (ii) approved by a resolution of the
Board of Directors or (iii) set forth in an agreement; provided that no
indemnification may be made to or on behalf of any person if a judgment or other
final adjudication adverse to the person establishes that such person's acts
were committed in bad faith or were the result of active and deliberate
dishonesty and were material to the cause of action so adjudicated, or that such
person personally gained in fact a financial profit or other advantage to which
such person was not legally entitled. The By-Laws also provide that the right of
directors, officers, employees or agents of the Registrant to indemnification or
advancement of expenses shall not be exclusive of any other rights to which a
person seeking indemnification or advancement of expenses may be entitled,
whether as a matter of law, under any provision of the Certificate of
Incorporation of the Registrant, under any provision of the By-Laws of the
Registrant, by agreement, by vote of stockholders or disinterested directors of
the Registrant, or otherwise.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

                                        3
<PAGE>

Item 8.  Exhibits.

         The following is a complete list of exhibits filed as part of this
Registration Statement:

         Exhibit No.                        Description

          5               Opinion of Koerner Silberberg & Weiner, LLP

         23.1             Consent of Koerner Silberberg & Weiner, LLP
                          (contained in its opinion filed as Exhibit 5)

         23.2             Consent of Feldman Sherb Ehrlich & Co., P.C.

         24               Power of Attorney (included in Part II of this
                          Registration Statement)

Item 9.  Undertakings.

         (a)      The undersigned Registrant hereby undertakes:

                  (1)  To file, during any period in which offers or sales
                       are being made, a post-effective amendment to this
                       registration statement:

                       (i)      To include any prospectus required by Section
                                10(a)(3) of the Securities Act;

                       (ii)     To reflect in the prospectus any facts or events
                                arising after the effective date of the
                                registration statement (or the most recent
                                post-effective amendment thereof) which,
                                individually or in the aggregate, represent a
                                fundamental change in the information set forth
                                in the registration statement. Notwithstanding
                                the foregoing, any increase or decrease in
                                volume of securities offered (if the total
                                dollar value of securities offered would not
                                exceed that which was registered) and any
                                deviation from the low or high and of the
                                estimated maximum offering range may be
                                reflected in the form of prospectus filed with
                                the Commission pursuant to Rule 424(b) if, in
                                the aggregate, the changes in volume and price
                                represent no more than 20 percent change in the
                                maximum aggregate offering price set forth in
                                the "Calculation of Registration Fee" table in
                                the effective registration statement; and

                       (iii)    To include any material information with
                                respect to the plan of distribution not
                                previously disclosed in the registration
                                statement or any material change to such
                                information in the registration statement;

                  provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
                  herein do not apply if the information required to be included
                  in a post-effective amendment by those paragraphs is contained
                  in periodic reports filed with or furnished to the Commission
                  by the Registrant pursuant to Section 13 or 15(d) of the
                  Exchange Act that are incorporated by reference in the
                  registration statement;

                  (2)      That, for the purpose of determining any liability
                           under the Securities Act, each such post-effective
                           amendment shall be deemed to be a new registration
                           statement relating to the 

                                        4
<PAGE>

                           securities offered therein, and the offering of such
                           securities at that time shall be deemed to be the
                           initial bona fide offering thereof; and

                  (3)      To remove from registration by means of a
                           post-effective amendment any of the securities being
                           registered which remain unsold at the termination of
                           the offering.

         (b)      The undersigned Registrant hereby undertakes that, for
                  purposes of determining any liability under the Securities
                  Act, each filing of the Registrant's annual report pursuant to
                  Section 13(a) or Section 15(d) of the Exchange Act (and, where
                  applicable, each filing of any employee benefit plan's annual
                  report pursuant to Section 15(d) of the Exchange Act) that is
                  incorporated by reference in the registration statement shall
                  be deemed to be a new registration statement relating to the
                  securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof.

         (c)      Insofar as indemnification for liabilities arising under the
                  Securities Act may be permitted to directors, officers and
                  controlling persons of the Registrant pursuant to the
                  foregoing provisions, or otherwise, the Registrant has been
                  advised that in the opinion of the Commission such
                  indemnification is against public policy as expressed in the
                  Securities Act and is, therefore, unenforceable. In the event
                  that a claim for indemnification against such liabilities
                  (other than the payment by the Registrant of expenses incurred
                  or paid by a director, officer or controlling person of the
                  Registrant in the successful defense of any action, suit or
                  proceeding) is asserted by such director, officer or
                  controlling person in connection with the securities being
                  registered, the Registrant will, unless in the opinion of its
                  counsel the matter has been settled by controlling precedent,
                  submit to a court of appropriate jurisdiction the question
                  whether such indemnification by it is against public policy as
                  expressed in the Securities Act and will be governed by the
                  final adjudication of such issue.

                                        5
<PAGE>

                                   SIGNATURES

         The Registrant. Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the State of New York on this 26th day of April, 1999.

                                  INTERNATIONAL SMART SOURCING, INC.

                                  By: /s/ Andrew Franzone
                                     ----------------------------------------
                                        Andrew Franzone
                                        Chief Executive Officer and President


                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned officers and
directors of International Smart Sourcing, Inc., hereby severally constitute and
appoint Andrew Franzone, our true and lawful attorney with full power to him, to
sign for us and in our names in the capacities indicated below, the Registration
Statement filed herewith and any and all amendments or post-effective amendments
to said Registration Statement, and generally to do all such things in our names
and in our capacities as officers and directors to enable International Smart
Sourcing, Inc. to comply with the provisions of the Securities Act and all
requirements of the Commission, hereby ratifying and confirming our signatures
as they may be signed by our said attorney, to said Registration Statement and
any and all amendments thereto.

         Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the date indicated.

<TABLE>
<CAPTION>
            Signature                   Capacity                                  Date
            ---------                   --------                                  ----
<S>                            <C>                                     <C>

/s/ Andrew Franzone                                                    April 26, 1999
----------------------------   Chief Executive Officer and President   -------------------------
Andrew Franzone                (Principal Executive Officer)

/s/ David L. Kassel                                                    April 26, 1999
-----------------------------  Chairman of the Board of Directors      -------------------------
David L. Kassel

/s/ Harry Goodman                                                      April 26, 1999
----------------------------   Vice President and Director             -------------------------
Harry Goodman

/s/ Steven Sgammato                                                    April 26, 1999
----------------------------   Chief Financial Officer and             -------------------------
Steven Sgammato                Controller (Principal Financial
                               and Accounting Officer)

/s/ Bao-Wen Chen                                                       April 26, 1999
----------------------------   Director                                -------------------------
Bao-Wen Chen

/s/ Mitchell Solomon                                                   April 26, 1999
----------------------------   Director                                -------------------------
Mitchell Solomon

/s/ Carl Seldin Koerner                                                April 26, 1999
----------------------------   Director                                -------------------------
Carl Seldin Koerner

<PAGE>

                                  EXHIBIT INDEX

Exhibit No.                        Description
-----------                        -----------

     5          Opinion of Koerner Silberberg & Weiner, LLP

    23.1        Consent of Koerner Silberberg & Weiner, LLP (contained in its
                opinion filed as Exhibit 5)

    23.2        Consent of Feldman Sherb Ehrlich & Co., P.C.

    24          Power of Attorney (included in Part II of this Registration
                Statement)


</TABLE>
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{"company-data": {"conformed-name": "INTERNATIONAL SMART SOURCING INC", "cik": "0001057695", "assigned-sic": "3089", "irs-number": "113423157", "state-of-incorporation": "DE"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-77035", "film-number": "99601056"}, "business-address": {"street1": "320 BROAD HOLLOW RD", "city": "FARMINGDALE", "state": "NY", "zip": "11735", "phone": "5167521950"}, "mail-address": {"street1": "320 BROAD HOLLOW RD", "city": "FARMINGDALE", "state": "NY", "zip": "11735"}, "former-company": {"former-conformed-name": "INTERNATIONAL PLASTIC TECHNOLOGIES INC", "date-changed": "19980312"}}
As filed with the Securities and Exchange Commission on April 26, 1999

                                            Registration Statement No. 333-48701

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                               ------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                               ------------------

                       INTERNATIONAL SMART SOURCING, INC.
             (Exact name of registrant as specified in its charter)

         Delaware                                      11-3423157
(State or other jurisdiction of           (I.R.S. Employee Identification No.)
incorporation or organization)

                              320 Broad Hollow Road
                           Farmingdale, New York 11735

                    (Address of Principal Executive Offices)

         INTERNATIONAL SMART SOURCING, INC. STOCK OPTION AND GRANT PLAN

                            (Full title of the plan)

                               ------------------

                                 Andrew Franzone
                             Chief Executive Officer
                      International Smart Sourcing, Inc.
                              320 Broad Hollow Road
                           Farmingdale, New York 11735
                                 (516) 293-0750

 (Name, address and telephone number, including area code, of agent for service)

                               ------------------

                                 With copies to:
                            Carl Seldin Koerner, Esq.
                        Koerner Silberberg & Weiner, LLP
                               112 Madison Avenue
                            New York, New York 10016
                                 (212) 689-4400

                               ------------------

                         CALCULATION OF REGISTRATION FEE
========================================================================================================================
Title of Securities To Be     Amount To Be          Proposed Maximum          Proposed Maximum            Amount of
      Registered             Registered (1)      Offering Price Per Share  Aggregate Offering Price    Registration Fee
------------------------------------------------------------------------------------------------------------------------
Common Stock            300,000 shares       4.50             (2)            $675,000                   $200
    $.001 par value
========================================================================================================================
(1)      Plus such additional number of shares as may be required pursuant to
         the International Smart Sourcing, Inc. Stock Option and Grant Plan in
         the event of a stock dividend, reverse stock split, split-up,
         recapitalization or other similar event. Excludes 25,000 shares granted
         as of the Effective Date as unregistered shares, pursuant to the Stock
         Option and Grant Plan.

(2)      This estimate is made pursuant to Rule 457(h) under the Securities Act
         of 1933, as amended (the "Securities Act"), solely for purposes of
         determining the registration fee and is based upon the price at which
         outstanding options may be exercised.
INTRODUCTION

         This Registration Statement on Form S-8 is filed by International
Smart Sourcing, Inc. (the "Registrant"), relating to 300,000 shares of its
common stock, par value $.001 per share (the "Common Stock"), which may be
issued under the International Smart Sourcing, Inc. Stock Option and Grant Plan
(the "Plan").

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information. *

Item 2.  Registrant Information and Employee Plan Annual Information. *

         * Information required by Part I to be contained in the Section 10(a)
Prospectus is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act and the Introductory Note to Part I of Form S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference.

         The Registrant hereby incorporates by reference the documents listed in
(a) through (c) below, which have been previously filed with the Securities and
Exchange Commission (the "Commission").

         (a)      The prospectus contained in the Registrant's Registration
                  Statement on Form SB-2 (Registration No. 333-48701) filed with
                  the Commission pursuant to Rule 424(b) under the Securities
                  Act.

         (b)      All reports filed by the Registrant pursuant to Section 13(a)
                  or 15(d) of the Securities Exchange Act of 1934, as amended
                  (the "Exchange Act") through the date hereof.

         (c)      The descriptions of the Registrant's Common Stock contained in
                  its Registration Statements on Form 8-A, filed with the
                  Commission on January 6, 1999, under Section 12 of the
                  Exchange Act, and any amendments or reports filed for the
                  purpose of updating such descriptions.

         In addition, all documents subsequently filed with the Commission by
the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act, prior to the filing of a post-effective amendment which indicates that all
securities offered hereunder have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed
incorporated by reference herein shall be
deemed to be modified or superseded for purposes hereof to the extent that a
statement contained herein or in any subsequently filed document which also is
incorporated or deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

Item 4.  Description of Securities.

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not Applicable.

Item 6.  Indemnification of Directors and Officers.

         The Registrant is a Delaware corporation. Subsection (a) of Section 145
of the Delaware General Corporation Law (the "DGCL") empowers a corporation to
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of the corporation) by reason of the fact that he or she is or was a
director, officer, employee, or agent of the corporation, or is or was serving
at the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him or her in connection with
such action, suit or proceeding if he or she acted in good faith and in a manner
he or she reasonably believed to be in or not opposed to the best interests of
the corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful.

         Subsection (b) of Section 145 of the DGCL empowers a corporation to
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that he or
she was a director, officer, employee or agent of the corporation or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise against expenses (including attorneys' fees) actually and reasonably
incurred by him or her in connection with the defense or settlement of such
action or suit if he or she acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper.

         Section 145 further provides that a Delaware corporation is required to
indemnify a director, officer, employee or agent against expenses (including
attorney's fees) actually and reasonably incurred by him in connection with any
action, suit or proceeding or in defense of any claim, issue or matter therein
as to which such person has been successful on the merits or otherwise; that
indemnification provided for by Section 145 shall not be deemed exclusive of any
other rights to which the indemnified party may be entitled; that
indemnification provided for by Section 145 shall, unless otherwise provided
when authorized or ratified, continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of such
person's heirs, executors and administrators; and that the corporation has the
power to purchase and maintain insurance on behalf of a director or officer of
the corporation 

                                        2
against any liability asserted against him or her and incurred by him or her in
any such capacity, or arising out of his or her status as such whether or not
the corporation would have the power to indemnify him or her against such
liabilities under Section 145. A Delaware corporation may provide
indemnification only as authorized in the specific case upon a determination
that indemnification of the director, officer, employee or agent is proper in
the circumstances because he has met the applicable standard of conduct. Such
determination is to be made (i) by a majority vote of the directors who were not
party to such action, suit or proceeding, even though less than a quorum or (ii)
if there are no such directors, or if such directors so direct, by independent
legal counsel in a written opinion or (iii) by the stockholders.

         Section 102(b)(7) of the DGCL provides that a certificate of
incorporation may contain a provision eliminating or limiting the personal
liability of a director to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director provided that such provision
shall not eliminate or limit the liability of a director (i) for any breach of a
director's duty of loyalty to the corporation or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of the law, (iii) under Section 174 of the DGCL or (iv) for
any transaction from which the director derived an improper personal benefit.

         The Registrant's Certificate of Incorporation provides that each person
who was or is a party to (or is threatened to be made a party to) or is
otherwise involved in any civil or criminal action, suit or proceeding by reason
of the fact that such person is or was a director or officer of the Registrant
shall be indemnified and held harmless by the Registrant to the fullest extent
authorized by Section 145 of the DGCL against all expense, liability and loss
(including without limitation attorneys' fees) incurred by such person in
connection therewith.

         Nothing contained in the Registrant's Certificate of Incorporation
shall eliminate or limit the liability of directors (i) for any breach of the
director's duty of loyalty to the Registrant or its stockholders; (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of the law; (iii) under Section 174 of the DGCL; or (iv) for
any transaction from which the director derived an improper personal benefit.

         The By-Laws of the Registrant provide that the Registrant shall, to the
fullest extent permitted by the DGCL (including, without limitation, Section 145
of the DGCL) or other provisions of the laws of Delaware relating to
indemnification of directors, officers, employees and agents, as the same may be
amended and supplemented from time to time, indemnify any and all such persons
whom it shall have power to indemnify under the DGCL or such other provision of
law. In addition, the By-Laws provide that, to the fullest extent permitted by
law, indemnification may be granted and expenses may be advanced to a director,
officer, employee or agent of the Registrant or a person serving at the request
of the Registrant as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, if (i)
approved by a resolution of stockholders, (ii) approved by a resolution of the
Board of Directors or (iii) set forth in an agreement; provided that no
indemnification may be made to or on behalf of any person if a judgment or other
final adjudication adverse to the person establishes that such person's acts
were committed in bad faith or were the result of active and deliberate
dishonesty and were material to the cause of action so adjudicated, or that such
person personally gained in fact a financial profit or other advantage to which
such person was not legally entitled. The By-Laws also provide that the right of
directors, officers, employees or agents of the Registrant to indemnification or
advancement of expenses shall not be exclusive of any other rights to which a
person seeking indemnification or advancement of expenses may be entitled,
whether as a matter of law, under any provision of the Certificate of
Incorporation of the Registrant, under any provision of the By-Laws of the
Registrant, by agreement, by vote of stockholders or disinterested directors of
the Registrant, or otherwise.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

                                        3
Item 8.  Exhibits.

         The following is a complete list of exhibits filed as part of this
Registration Statement:

         Exhibit No.                        Description

          5               Opinion of Koerner Silberberg & Weiner, LLP

         23.1             Consent of Koerner Silberberg & Weiner, LLP
                          (contained in its opinion filed as Exhibit 5)

         23.2             Consent of Feldman Sherb Ehrlich & Co., P.C.

         24               Power of Attorney (included in Part II of this
                          Registration Statement)

Item 9.  Undertakings.

         (a)      The undersigned Registrant hereby undertakes:

                  (1)  To file, during any period in which offers or sales
                       are being made, a post-effective amendment to this
                       registration statement:

                       (i)      To include any prospectus required by Section
                                10(a)(3) of the Securities Act;

                       (ii)     To reflect in the prospectus any facts or events
                                arising after the effective date of the
                                registration statement (or the most recent
                                post-effective amendment thereof) which,
                                individually or in the aggregate, represent a
                                fundamental change in the information set forth
                                in the registration statement. Notwithstanding
                                the foregoing, any increase or decrease in
                                volume of securities offered (if the total
                                dollar value of securities offered would not
                                exceed that which was registered) and any
                                deviation from the low or high and of the
                                estimated maximum offering range may be
                                reflected in the form of prospectus filed with
                                the Commission pursuant to Rule 424(b) if, in
                                the aggregate, the changes in volume and price
                                represent no more than 20 percent change in the
                                maximum aggregate offering price set forth in
                                the "Calculation of Registration Fee" table in
                                the effective registration statement; and

                       (iii)    To include any material information with
                                respect to the plan of distribution not
                                previously disclosed in the registration
                                statement or any material change to such
                                information in the registration statement;

                  provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
                  herein do not apply if the information required to be included
                  in a post-effective amendment by those paragraphs is contained
                  in periodic reports filed with or furnished to the Commission
                  by the Registrant pursuant to Section 13 or 15(d) of the
                  Exchange Act that are incorporated by reference in the
                  registration statement;

                  (2)      That, for the purpose of determining any liability
                           under the Securities Act, each such post-effective
                           amendment shall be deemed to be a new registration
                           statement relating to the 

                                        4
securities offered therein, and the offering of such
                           securities at that time shall be deemed to be the
                           initial bona fide offering thereof; and

                  (3)      To remove from registration by means of a
                           post-effective amendment any of the securities being
                           registered which remain unsold at the termination of
                           the offering.

         (b)      The undersigned Registrant hereby undertakes that, for
                  purposes of determining any liability under the Securities
                  Act, each filing of the Registrant's annual report pursuant to
                  Section 13(a) or Section 15(d) of the Exchange Act (and, where
                  applicable, each filing of any employee benefit plan's annual
                  report pursuant to Section 15(d) of the Exchange Act) that is
                  incorporated by reference in the registration statement shall
                  be deemed to be a new registration statement relating to the
                  securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof.

         (c)      Insofar as indemnification for liabilities arising under the
                  Securities Act may be permitted to directors, officers and
                  controlling persons of the Registrant pursuant to the
                  foregoing provisions, or otherwise, the Registrant has been
                  advised that in the opinion of the Commission such
                  indemnification is against public policy as expressed in the
                  Securities Act and is, therefore, unenforceable. In the event
                  that a claim for indemnification against such liabilities
                  (other than the payment by the Registrant of expenses incurred
                  or paid by a director, officer or controlling person of the
                  Registrant in the successful defense of any action, suit or
                  proceeding) is asserted by such director, officer or
                  controlling person in connection with the securities being
                  registered, the Registrant will, unless in the opinion of its
                  counsel the matter has been settled by controlling precedent,
                  submit to a court of appropriate jurisdiction the question
                  whether such indemnification by it is against public policy as
                  expressed in the Securities Act and will be governed by the
                  final adjudication of such issue.

                                        5
SIGNATURES

         The Registrant. Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the State of New York on this 26th day of April, 1999.

                                  INTERNATIONAL SMART SOURCING, INC.

                                  By: /s/ Andrew Franzone
                                     ----------------------------------------
                                        Andrew Franzone
                                        Chief Executive Officer and President

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned officers and
directors of International Smart Sourcing, Inc., hereby severally constitute and
appoint Andrew Franzone, our true and lawful attorney with full power to him, to
sign for us and in our names in the capacities indicated below, the Registration
Statement filed herewith and any and all amendments or post-effective amendments
to said Registration Statement, and generally to do all such things in our names
and in our capacities as officers and directors to enable International Smart
Sourcing, Inc. to comply with the provisions of the Securities Act and all
requirements of the Commission, hereby ratifying and confirming our signatures
as they may be signed by our said attorney, to said Registration Statement and
any and all amendments thereto.

         Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the date indicated.
Signature                   Capacity                                  Date
            ---------                   --------                                  ----
/s/ Andrew Franzone                                                    April 26, 1999
----------------------------   Chief Executive Officer and President   -------------------------
Andrew Franzone                (Principal Executive Officer)

/s/ David L. Kassel                                                    April 26, 1999
-----------------------------  Chairman of the Board of Directors      -------------------------
David L. Kassel

/s/ Harry Goodman                                                      April 26, 1999
----------------------------   Vice President and Director             -------------------------
Harry Goodman

/s/ Steven Sgammato                                                    April 26, 1999
----------------------------   Chief Financial Officer and             -------------------------
Steven Sgammato                Controller (Principal Financial
                               and Accounting Officer)

/s/ Bao-Wen Chen                                                       April 26, 1999
----------------------------   Director                                -------------------------
Bao-Wen Chen

/s/ Mitchell Solomon                                                   April 26, 1999
----------------------------   Director                                -------------------------
Mitchell Solomon

/s/ Carl Seldin Koerner                                                April 26, 1999
----------------------------   Director                                -------------------------
Carl Seldin Koerner
EXHIBIT INDEX

Exhibit No.                        Description
-----------                        -----------

     5          Opinion of Koerner Silberberg & Weiner, LLP

    23.1        Consent of Koerner Silberberg & Weiner, LLP (contained in its
                opinion filed as Exhibit 5)

    23.2        Consent of Feldman Sherb Ehrlich & Co., P.C.

    24          Power of Attorney (included in Part II of this Registration
                Statement)