TOP SOURCE TECHNOLOGIES INC, S-3/A, 1999-09-03

TOP SOURCE TECHNOLOGIES INC
S-3/A, 1999-09-03
PLASTICS PRODUCTS, NEC

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As filed with the Securities and Exchange Commission on September 3, 1999.
Registration No. 333-56083
===============================================================================

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

AMENDMENT NO. 6
TO
FORM S-3
Registration Statement Under
The Securities Act of 1933

TOP SOURCE TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)

DELAWARE 84-1027821
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

7108 Fairway Drive, Suite 200, Palm Beach Gardens, FL 33418
(561) 775-5756
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)

Mr. William C. Willis, Jr., President
TOP SOURCE TECHNOLOGIES, INC.
7108 Fairway Drive, Suite 200
Palm Beach Gardens, FL 33418
(561) 775-5756

(Name, address, including zip code, and telephone number,
including area code, of agent for service) Copy to:
Michael D. Harris, Esq.
Michael Harris, P.A.
1645 Palm Beach Lakes Boulevard, Suite 550
West Palm Beach, Florida 33401
(561) 478-7077

Approximation date of commencement of proposed sale to the public: As
soon as practicable after this Registration Statement becomes effective.

If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box.
[ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box.
[X]

<PAGE>

<TABLE>

CALCULATION OF REGISTRATION FEE

<S> <C> <C> <C> <C>
Proposed Proposed
maximum maximum
Title of each class offering aggregate Amount of
of securities Amount to be price per offering registration
to be registered registered share price fee

Common Stock 1,144,671(1) $1.032 (2) $1,181,300.47 $1,245.52(3)
($.001 par value)

TOTAL REGISTRATION FEE $1,245.52(3)
- -----------------------------------------
</TABLE>

(1) Consists of 621,288 shares of common stock issued in connection with
the conversion of 5% Series A Convertible Preferred Stock ("Series A
Preferred"), and 523,383 shares of common stock to be issued upon
exercise of warrants.

(2) Estimated solely for the purpose of computing the registration fee
based on the average of the high and low price of the Registrant's
common stock in the consolidated reporting system on the American Stock
Exchange on June 1, 1998.

(3) Previously paid in connection with the initial filing of this
registration statement covering 3,500,000 shares of common stock.
Because of the redemption of the Series A Preferred, the number of
shares of common stock covered by this registration statement has been
reduced even though an additional 273,383 shares of common stock,
issuable upon exercise of additional warrants, have been added.

The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act or until the Registration Statement shall become effective on
such date as the Commission, acting pursuant to said Section 8(a), may
determine.

<PAGE>

<TABLE>

TOP SOURCE TECHNOLOGIES, INC.
CROSS REFERENCE SHEET
<S> <C>

Form S-3 Item Numbers and Caption Heading in Prospectus
1. Forepart of the Registration Statement and
Outside Front Cover of Prospectus.................................... Cover Page of Form S-3 and Cover Page of
Prospectus

2. Inside Front and Outside Back Cover Pages of
Prospectus........................................................... Inside Front and Outside Back Cover Pages of
Prospectus

3. Summary Information, Risk Factors...................................... Not Applicable and
and Ratio of Earning to Fixed Charges.................................. Risk Factors

4. Use of Proceeds........................................................ Cover Page of Prospectus

5. Determination of Offering Price........................................ Cover Page of Prospectus

6. Dilution............................................................... Not Applicable

7. Selling Security Holders............................................... Selling Stockholders

8. Plan of Distribution................................................... Cover Page of Prospectus and Plan of Distribution

9. Description of Securities to be Registered............................. Documents Incorporated by Reference and
Description of Series B Preferred and Warrants

10. Interests of Named Experts and Counsel................................. Legal Matters and Experts

11. Material Changes....................................................... Recent Developments

12. Incorporation of Certain Information By Reference...................... Documents Incorporated by Reference

13. Disclosure of Commission Position on .................................. Part II
Indemnification for Securities Act Liabilities

14. Other Expenses of Issuance and Distribution............................ Part II

15. Indemnification of Directors and Officers.............................. Part II

16. Exhibits and Financial Statement Schedules............................. Part II

17. Undertakings........................................................... Part II
</TABLE>

<PAGE>

PROSPECTUS

TOP SOURCE TECHNOLOGIES, INC.
994,671 Shares of Common Stock

This Prospectus relates to an aggregate of 994,671 shares of common stock, $.001
par value per share (the "Common Stock"), of Top Source Technologies, Inc. (the
"Company") being offered for sale by certain stockholders and warrantholders of
the Company (the "Selling Stockholders"). These shares consist of 621,288 shares
acquired in connection with the recent conversion of the outstanding 5% Series A
Convertible Preferred Stock (the "Series A Preferred"), and 373,383 shares
issuable upon the exercise of three classes of warrants (the "Warrants"). Of the
Warrants, 100,000 are currently exercisable at $1.10 per share, 248,383 are
exercisable at approximately $1.78 per share and 25,000 are exercisable at
approximately $.89 per share. In May 1998, the Company sold to two foreign
purchasers (the "Purchasers"), which are two of the Selling Stockholders, an
aggregate of 1,000 shares of Series A Preferred for $1,000,000 (all of which has
been converted or redeemed) and issued Warrants to purchase 250,000 shares of
the Company's Common Stock (100,000 of which are currently exercisable) ("Class
A Warrants") to the Purchasers and three other corporations designated by
Intercontinental Holding Company, Ltd., the Placement Agent. The Class A
Warrants are exercisable at $1.10 per share. In December 1998, the Company and
the Purchasers modified the Series A Preferred resulting in the Company issuing
an additional 25,000 Warrants exercisable at approximately $.89 per share (the
"Class B Warrants"). The Company restructured its outstanding $3,020,000 9%
Convertible Notes (the "Notes") and issued to certain noteholders, Warrants to
purchase shares of the Company's Common Stock exercisable at approximately $1.78
which price is $1.00 above market on the date of the agreement ("Class C
Warrants"). The Series A Preferred and Warrants were issued to accredited
investors pursuant to exemptions from registration under Section 4(2) of the
Securities Act of 1933 (the "Securities Act") and Rule 506 thereunder. The
Company was required to register the underlying shares of Common Stock. See
"Description of Warrants".

As of the date of this Prospectus, the Company's officers and directors
beneficially own approximately 2.3% of the Company's Common Stock. Based upon
information available to the Company, the only stockholder beneficially owning
5% or more of the Company's Common Stock is a registered investment advisor.
According to a Schedule 13-G filed by the investment advisor on February 4,
1999, as the result of investment power over the accounts of its clients, the
advisor and its affiliates are the beneficial owners of 5.85% of the Company's
Common Stock, none of which are being offered for sale pursuant to this
Prospectus. On September 1, 1999, the closing price of the Company's stock on
the American Stock Exchange was approximately $1.31.

<PAGE>

All of the shares of Common Stock are offered for the respective
accounts of the Selling Stockholders as listed in this Prospectus under "Selling
Stockholders". The Company will receive none of the proceeds from the sale of
the shares of Common Stock by the Selling Stockholders. However, the Company
will receive a maximum of approximately $739,622 in connection with the exercise
of the 523,383 Warrants, the underlying shares of which are covered by this
Prospectus. Such proceeds will be used for general corporate purposes. All of
the expenses of this offering, estimated at $40,000 will be borne by the
Company.

The Company has been advised by the Selling Stockholders that the
Common Stock may be offered and sold from time to time by or on behalf of the
Selling Stockholders, in or through transactions or distributions (including
crosses and block transactions) on the American Stock Exchange or in the
over-the-counter market at market prices prevailing at the time of sale, or at
negotiated prices, and in connection therewith commissions may be paid to
brokers. Brokers participating in such transactions may act as agents for the
Selling Stockholders. The Selling Stockholders, and any brokers participating in
this offering may be deemed to be "underwriters" within the meaning of the
Securities Act of 1933 (the "Securities Act"), and any commissions received by
them may be deemed to be underwriting compensation.

THE SECURITIES OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK. SEE "RISK FACTORS".

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

<PAGE>

AVAILABLE INFORMATION

The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith to files reports, proxy statements and other information
with the Securities and Exchange Commission (the "Commission"). Such reports,
proxy statements and other information concerning the Company can be inspected
and copied at the Public Reference Room maintained by the Commission at Room
1024, 450 Fifth Street, N.W., Washington, D.C. 20549 and at the Commission's
regional offices at 500 West Madison Street, Suite 1400, Chicago, Illinois
60604-2511, and 7 World Trade Center, 13th Floor, New York, New York 10048.
Copies of this material may also be obtained at prescribed rates from the Public
Reference Section of the Commission, 450 Fifth Street N.W., Washington, D.C.
20549. The Commission maintains a World Wide Web site that contains reports,
proxy statements and other information regarding registrants including the
Company that file electronically with the Commission. The address of the site is
http:\\www.sec.gov. Reports, proxy statements and other information concerning
the Company can also be inspected at the offices of the American Stock Exchange,
Inc., 86 Trinity Place, New York, New York 10006.

The Company has filed with the Commission a Registration Statement
under the Securities Act with respect to the Common Stock offered by this
Prospectus. This Prospectus does not contain all the information set forth in
the Registration Statement certain parts of which are omitted in accordance with
the rules of the Commission. For further information with respect to the Company
and the Common Stock offered hereby, reference is made to the Registration
Statement including the exhibits. Statements contained in this Prospectus as to
the contents of any contract or other document are not necessarily complete and,
where the contract or other document has been filed as an exhibit to the
Registration Statement, each such statement is qualified in all respects by
reference to the applicable document filed with the Commission.

The Company will provide without charge to each person, including any
beneficial owner, to whom a copy of this Prospectus is delivered, upon written
or oral request of such person, a copy of any or all of the information that has
been incorporated by reference in this Prospectus (other than exhibits).
Requests should be directed to the Company at its principal executive offices,
7108 Fairway Drive, Suite 200, Palm Beach Gardens, Florida, 33418-3757, (561)
775-5756.

<PAGE>

DOCUMENTS INCORPORATED BY REFERENCE

On October 6, 1992, the Company's change of domicile merger from
Colorado to Delaware became effective. Top Source, Inc., a Colorado corporation
merged into its wholly-owned subsidiary Top Source Technologies, Inc., formerly
known as Top Source, Inc., a Delaware corporation. The specifics of the merger
are described in the Form 8-B filed with the Commission on November 14, 1992,
which is specifically incorporated by reference into this Prospectus. As a
result of the change of domicile merger, the Form 8-A, which is incorporated by
reference herein, was filed with the Commission by the Company's predecessor,
Top Source, Inc., a Colorado corporation.

The following documents filed with the Commission are hereby
specifically incorporated by reference into this Prospectus:

(a) The Company's annual report on Form 10-K, as amended, for the fiscal year
ended September 30, 1998;
(b) The Company's quarterly reports on Form 10-Q for the quarters
ended December 31, 1998, March 31, 1999, and June 30, 1999, as
amended;
(c) The Company's proxy statement dated November 6, 1998 and
Supplement dated November 23, 1998 filed pursuant to Section
14 of the Exchange Act;
(d) The description of the Company's Common Stock filed by the
Company predecessor, Top Source, Inc., a Colorado corporation,
which is contained in the Registration Statement on Form 8-A
filed on March 12, 1992, File No. 1-11046, including any
amendments or reports filed for the purpose of updating such
description;
(e) The description of the Company's change of domicile merger
which is contained in the Registration Statement on Form 8-B
filed on November 14, 1992 and any amendments and reports
thereto; and
(f) All other reports filed by the Company pursuant to Section
13(a) or 15(d) of the Exchange Act since the filing of
the Form 10-Q for the quarter ended June 30, 1999.

In addition, all documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the
termination of the offering made by this Prospectus shall be deemed to be
incorporated by reference into this Prospectus. Any statement contained in a
document incorporated or deemed to be incorporated by reference in this
Prospectus shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained in this Prospectus or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference in this Prospectus or in a supplement hereto modifies or supersedes
such statement. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.

<PAGE>

RISK FACTORS

The shares of Common Stock of the Company involve a high degree of
risk, including, but not necessarily limited to the risk factors described
below. Each prospective investor should carefully consider the following risk
factors inherent in and affecting the business of the Company and this offering
before making an investment decision. All statements, trend analysis and other
information contained in this Prospectus relating to the proposed sale of the
assets (the "Assets") of Top Source Automotive, Inc. (the "Proposed
Transaction"), the future profitability of Top Source Automotive, Inc. ("TSA"),
Top Source Instruments, Inc. ("TSI"), future operating results, the ability of
the Company to achieve profitability, marketability of the Company's on-site oil
analyzer ("OSA-II"), the receipt of future orders for the sale of overhead sound
systems ("OHSS") from Daimler Chrysler AG ("Chrysler"), the strategic alliance
formed with Flying J, Inc. ("Flying J") and the potential revenues which may
arise therefrom, the ability of the Company to enter into additional strategic
alliances or develop new technologies and the Company's future compliance with
debt covenants as well as other statements including words such as "seek",
"anticipate", "believe", "plan", "estimate", "expect", "intend" and other
similar expressions constitute forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995. Readers are cautioned not
to place undue reliance on these forward-looking statements, which speak only as
of the date of this Prospectus. Some or all of the results anticipated by these
forward-looking statements may not occur since these statements are subject to
risks and uncertainties that could cause actual results to differ materially
from those contemplated in such forward-looking statements. Such risks and
uncertainties include those identified in this "Risk Factors" section as well as
the following: the ability of the proposed buyer of TSA to close the necessary
financing; potential changes by Chrysler in the placement of its speakers in
Jeep(TM) Wranglers or decline in production levels at Chrysler for vehicles
installing OHSS; the Company's ability to market OSA-IIs; the acceptance of the
OSA-II technology by the marketplace; a general tendency of large corporations
not to change from known technology to emerging new technology; the reliability
of the OSA-II technology over an extended period of time; the Company's ability
to attract additional strategic partners for OSA-II and for TSA if the Company
is unable to sell it; and other matters which may increase the Company's current
losses.

Historical Losses. Since inception, the Company has never reported
income from operations. As of June 30, 1999, the Company had a retained earnings
deficit of $28,899,693. The Company has provided cash to support its operations
from the income generated by TSA, the recent sale of 19.9% of TSA common stock,
the sale of the assets of United Testing Group, Inc. in 1996, the sale of
securities pursuant to private placements and the exercise of stock options and
warrants and from borrowings from institutional and private lenders. As
described below, TSA has lost substantial revenues from Chrysler and the Company
has entered into the Agreement to sell TSA. TSA will remain profitable in spite
of its loss of revenues from Chrysler, unless Chrysler discontinues or
materially reduces its business relationship with the Company beyond that
described below in the risk factor entitled " Dependence on Chrysler". The
Company has shifted its primary focus toward the sale of its OSA-II, which the
Company completed developing about one year ago. However, the Company has
generated only limited revenues from the sale and lease of first generation
on-site oil analyzers ("OSA-Is"). Revenue for TSI for the year ended September
30, 1998 was $392,653 and $1,228,025 for the nine months ended June 30, 1999.
The identifiable assets relating to the oil analysis services segment were
approximately $3,944,000, which includes the net value of the capitalized
database of $2,073,000 at September 30, 1998. In order to achieve profitability,
for which no assurances can be given, the Company is relying upon its ability to
market and sell OSA-IIs in sufficient numbers to pay the Company's substantial
fixed and other expenses. The Company believes that its marketing efforts will
be successful. However, if the Company is unable to meet its goals or to have
the necessary resources to sustain its marketing activities it could have a
material adverse effect on the Company's business, the carrying value of the
above listed assets, and the financial condition of the Company. The Company
will continue to evaluate the success of the new marketing efforts as well as
the carrying value of the related assets.
There can be no assurances that the Company will be profitable from operations
in the future.

Reliance on On-Site Oil Analyzer. For several years, the Company has
concentrated on sale and marketing of its first generation OSA but with only
limited success. Since June 1997, under the direction of the Company's new
president, the number of OSA-Is (and OSA-IIs) used by customers has increased.
Additionally, the Company augmented its technical expertise by the hiring of Dr.
John Coates who has developed the second-generation machine OSA-II. The OSA-II
is substantially smaller, quicker and less expensive than the OSA. Moreover, the
OSA-II does not require the Company to rely upon an outside corporation to
manufacture or assemble the machines. Because the Company is relying upon one
product, there is a substantially increased degree of risk to investors.

Development of OSA-II. The Company completed the development of the new
OSA-II and in August 1998 completed the assembly of and shipped the first seven
OSA-IIs. However, as with the development of any new product, unforeseen delays
occur and problems may be discovered. Sophisticated computer software and
complex machines often encounter developmental difficulties or "bugs" which only
become apparent subsequent to widespread commercial use. Problems which may
arise in the operation of the OSA-IIs could have a material adverse effect upon
the Company's future operations.

Inability to Market OSA-IIs. The Company has devoted substantial
resources and different approaches to marketing the OSA-Is and OSA-IIs. Although
the Company's marketing efforts over the last several years have increased the
number of OSAs being used, the Company has only received orders for tests or
leases of multiple machines from six companies. Without the receipt of numerous
orders for multiple OSA-IIs and the generation of revenue by end-users it is not
likely that the Company can profitably market and sell OSA-IIs.

Dependence on Chrysler. Historically, the Company has derived almost
all of its revenues from the sale of OHSS to Chrysler by TSA. In 1997, Chrysler
discontinued using the OHSS on its Jeep(R) Cherokee vehicles. In November 1998,
Chrysler discontinued producing its Jeep(R) Grand Cherokee Ltd. Plus, which is
the only model that installed the OHSS on an OEM basis. TSA expects to continue
assembling the OHSS for the Jeep(R) Wrangler through at least model year 2003.
There can be no assurances that Chrysler will continue to order OHSS' from TSA.
If Chrysler discontinues using the OHSS on the Jeep(R) Wrangler and the Proposed
Transaction is not consummated, it will have a material adverse effect upon the
Company at least until the Company generates significant revenues from OSA-II.

Change in Business of the Company - Loss of Operating Income.
Substantial doubt exists as to whether Onkyo America, Inc. (the "Proposed
Buyer") will be able to close the Proposed Transaction. However, the sale of TSA
Assets, if it occurs, will result in a major change in the nature of the
Company's business. For the fiscal years ended September 30, 1997 and 1998, TSA
reported $16,580,270 and $10,815,205, respectively, in revenue or approximately
97.6% and 96.5%, respectively, of the Company's consolidated revenue. TSA's
operating income, including the corporate overhead allocation was $3,091,161 and
$1,071,657 for such periods; the Company reported operating losses of
$(3,304,057) and $(5,529,562) for such periods. Assuming consummation of the
Proposed Transaction, the Company's sole remaining operating subsidiary will be
TSI which reported approximately $403,853 and $392,653 of revenues in the years
ended September 30, 1997 and 1998, respectively, and $1,228,025 for the nine
months ended June 30, 1999. Because TSA has been profitable, the Company has
utilized those profits to develop the OSA and OSA-II and to meet the Company's
other working capital needs including corporate overhead. To date, the Company
has only sold five OSA-Is and 13 OSA-IIs and only entered into one long-term
lease of its OSA-IIs. While management believes the proceeds from the sale of
TSA Assets, if it occurs, will permit the Company to pay its indebtedness and
provide working capital to meet current operating losses of TSI, the loss of TSA
income will eliminate future contributions to working capital and could
adversely affect the Company's long-term financial condition. The Company will
be required to meet its future working capital needs from additional financing.
The Company is currently engaged in discussion to re-finance its credit line and
obtain new equity or debt financing. There can be no assurances that the Company
will obtain the necessary financing.

Liquidity Considerations. Because of its history of losses, the Company
at times experiences periods where it has liquidity concerns. Most recently the
Company faced such a period prior to its receipt of $1,000,000 in July and
August 1999 as described under "Recent Developments" Unless and until the
Company develops a profitable business model, it will require additional
financing in order to meet its working capital needs. Any equity financing will
be dilutive to stockholders if such financing can be obtained. The Company
anticipates it has sufficient working capital to last until October 1999, if the
TSA sale does not close. The Company is engaged in discussions concerning a new
debt or equity financing. The Company believes that it can complete a financing
if necessary, which will provide it with sufficient liquidity for at least 12
months. The Company is uncertain as to the ultimate terms it can reach with any
potential investors. There can be no assurances that the Company can complete
any financing and meet its working capital needs.

Potential Impact of Conversion of Preferred Stock. On March 31, 1999
the holder of the outstanding $350,000 of the Company's Series A Preferred
converted the Series A Preferred into Common Stock at $1.00 per share, or into
350,000 shares. The holder agreed to restrict public sale of these 350,000
shares of Common Stock until October 1, 1999 and thereafter only 70,000 shares
may be sold in each month. The Series B Preferred converts at a floating rate
but not until November 1, 1999. The Company does not intend to file a
registration statement for the sale of the Common Stock underlying the Series B
Preferred until November 30, 1999. Commencing in December 1999, the Common Stock
issuable upon conversion of the Series B Preferred may begin to be sold under
Rule 144. The beneficial owner of the Series B Preferred is a director of the
Company. The following impact may result from the conversion of Series B
Preferred:

o The lower the price of the Common Stock, the more shares will be issued upon
conversion of the Series B.

o Conversion and sale of some shares increases the supply available
for sale, which could further depress the market price. This could
have an escalating effect and result in a further depression of
the price of the Common Stock.

o The significant downward pressure on the price of the Common Stock
could encourage short sales by the selling stockholders or others,
which would further depress the market price for the Common Stock.

o The conversion of the Series B Preferred may result in substantial
dilution to existing stockholders since the holders may ultimately
convert their shares into a very large number of shares of Common
Stock if such Common Stock trades at lower prices at the times of
conversion.
See "Description of Series B Preferred Stock and Warrants".

Potential Future Dilution. The following tables set forth certain
information if all outstanding Series B Preferred was converted and warrants
exercised as of September 3, 1999. The times of convertibility and
exercisability vary. See "Recent Developments " and "Description of Warrants"
for information as to the first dates of convertibility and exercisability.
<TABLE>

- ----------------------------- --------------------------- --------------------------- --------------------------
<S> <C> <C> <C>
Amount Outstanding ($ or No. of Shares of Common
No. of Shares) Assumed Bid Price of Stock Issuable
Class of Security Common Stock
- ----------------------------- --------------------------- --------------------------- --------------------------
- ----------------------------- --------------------------- -------------------------- ----------------------------
Series B Preferred $3,500,000 $1.00 4,117,647
- ------------------ ---------- ----- ---------
$.875 4,729,729
----- ---------
$.60 6,862,745
---- ---------
$.40 10,294,117
---- ----------

- ----------------------------- --------------------------- -------------------------- ----------------------------
Class A Warrants 250,000 250,000
- ---------------- ------- -------
Class B Warrants 25,000 25,000
- ---------------- ------ ------
Class C Warrants 248,383 N/A 248,383
- ---------------- ------- -------- -------
Class D Warrants 350,000 350,000
- ---------------- ------- -------
Class E Warrants 50,000 50,000
- ---------------- ------ ------
Class F Warrants 50,000 50,000
- ---------------- ------ ------
Class G Warrants 100,000 100,000
- ---------------- ------- -------
- ----------------------------- --------------------------- -------------------------- ----------------------------

</TABLE>

<PAGE>

<TABLE>

- ---------------------------------------------------------------- ----------------------- -----------------------
<S> <C> <C>

No. of Shares of Common Stock Issuable Upon
Conversion of
Series B
Preferred and Each
Class of Warrants
Assumed Price of Percentage of
Common Stock Outstanding Shares
- ---------------------------------------------------------------- ----------------------- -----------------------
- ---------------------------------------------------------------- ----------------------- ------------------------
5,191,030 $1.00 15%
--------- ----- ---
5,703,112 $.875 16%
--------- ----- ---
- ---------------------------------------------------------------- ----------------------- ------------------------
- ---------------------------------------------------------------- ----------------------- ------------------------
7,936,128 $.60 21%
--------- ---- ---
- ---------------------------------------------------------------- ----------------------- ------------------------
- ---------------------------------------------------------------- ----------------------- ------------------------
11,367,500 $.40 28%
---------- ---- ---
- ---------------------------------------------------------------- ----------------------- ------------------------
</TABLE>

Possible Loss of Stock Exchange Listing.
The Company's Common Stock is traded on the American Stock Exchange
(the "Amex"). Section 713 of the Amex Company Guide requires stockholder
approval of any transaction involving the sale or issuance of Common Stock (or
securities convertible into Common Stock) equals 20% or more of outstanding
Common Stock and the price is less than the greater of (i) book value, or (ii)
market value. The Company did not obtain approval of its stockholders to issue
the Series B Preferred and does not anticipate seeking such approval prior to
the conversion and sale of Common Stock thereafter. As reflected in the first
chart in the above risk factor, conversion of the Series B Preferred at the
prices below the current bid price would most likely involve a transaction
relating to the issuance of 20% or more of the Common Stock of the Company. In
addition to Section 713, the Amex has the authority under Section 1003 of the
Amex Company Guide to delist a security. Since they have broad authority, while
certain guidelines are provided, the Amex may delist a security even if none of
the guidelines are violated. Section 1003(f)(v) permits delisting if the Common
Stock has been "selling for a substantial period of time at a low price per
share..." if the Company fails to effect a reverse split. There can be no
assurances that the Amex will not delist the Company's Common Stock. If it does
so, the market will be far less liquid. In turn, this can further depress the
price of the Company's Common Stock.

Change in Short-Term Financial Condition. If the Proposed Transaction
closes, the proceeds from the sale of the Assets will substantially improve the
Company's short-term financial condition and liquidity by significantly
increasing working capital. However, as detailed in the next risk factor and in
"Recent Developments" there is substantial doubt as to the consummation of the
sale of Assets. However, the Company's results of operations could be materially
and adversely affected for the short-term if the sale is consummated due to the
loss of TSA profit contribution. However, the loss of revenues and income from
the sale of the TSA Assets will be partially offset by projected annual debt
service savings and corporate overhead savings including reduced audit fees,
travel costs and other efficiencies. The funds available from the sale of TSA
Assets will be necessary to sustain TSI and pay the Company's corporate overhead
until TSI is able to generate substantial revenues and reduce its operating
losses. With the improvement in short-term liquidity, the Company believes it
will have sufficient working capital to successfully market its OSA-IIs over the
long-term. No assurances can be given that the Company will have sufficient
working capital or that it will be successful in marketing OSA-IIs.

Failure of Proposed Transaction to Close; Substantial Doubt that the
Proposed Transaction Will Close. The Company has been negotiating an agreement
with the Proposed Buyer. In addition, the Proposed Buyer is relying upon
receiving financing to purchase the Assets. There can be no assurances that all
of the conditions to the Proposed Transaction will be satisfied and that it will
be consummated

Changing Technology; Competitive Factors. The OSAs represent a
technological breakthrough affecting the oil analysis industry. Oil analysis is
a 50-year old technology, which is widely used for diagnostic and preventative
maintenance programs for equipment by various industries. Essentially, the OSAs
analyze oil at the end user's location thereby avoiding the need to send
petroleum samples to a central laboratory. The OSAs utilize complex computer
software. In general, the computer industry is subject to rapid and
significantly changing technology including potential introduction of new
products and technologies, which may have a material adverse impact upon the
Company's ability to market and sell OSA-IIs. Although the Company believes that
it has a significant advantage over potential competitors as a result of its
experience over a five-year period with the OSA-Is, the Company's proprietary
database and the proprietary nature of the resulting technology including the
development of the OSA-IIs. No assurances can be given that either a comparable
or more advanced on-site oil analyzer will not be developed in the future by one
or more third parties.

Patents and Proprietary Information. Historically, the Company
generated almost all of its revenue from products subject to patents and patent
applications exclusively licensed to the Company. TSA has relied upon the sale
of its OHSS enclosures, which are covered by a patent license limited to the
United States and Canada. The Company has obtained patents covering various
features of the OSA-Is, which are applicable to the OSA-IIs. The Company has
applied for additional patents covering various features of the OSA-IIs. In
addition, steps have been taken to protect trade secrets through appropriate
confidentiality agreements. There can be no assurances that the patent
applications for the OSA-II will be granted. The failure by the Company to
obtain patents and protect its respective trade secrets could have a material
adverse effect on the Company by increasing the likelihood of competition. In
addition, other companies may independently develop equivalent or superior
technologies and may obtain patent or similar rights with respect to them.
Although the Company believes that the software for the OSA-Is and OSA-IIs has
been independently developed by it, and that such technology does not infringe
on the patents or violate the proprietary rights of others, there can be no
assurances that the Company will not be determined to infringe upon the patents
or proprietary rights of others, or that patents or proprietary rights of others
will not have a material adverse effect on the ability of the Company to
commercialize the OSA-IIs. Patent and technology disputes are common with high
technology products and services.

New Technologies and Other Considerations. In order to expand its
current product line, the Company may continue to seek new technologies and
products. This aspect of the Company's business involves a number of special
risks. Because of these risks, the Company will seek capital input and strategic
partners to sell equity in suitable products and technologies to these partners
in order to reduce the risks to investors. Also, the Company will seek to avoid
substantial and long-term expense associated with the necessary research and
development. Assuming that the Company is able to enter into agreements with
such partners and that those partners will be able to carry out the necessary
research and development, there is the risk that the technologies will not
perform as expected or be cost effective. Assuming successful research and
development, there remains the risks of being able to market the products and
locate industry partners or others able to manufacture the products according to
stringent quality control standards and in a viable economic manner. There can
be no assurances that the Company will be able to successfully locate such
technologies and if so, will be able to find strategic partners able to develop
and market new technologies. Finally, there is the risk that while the Company
is seeking to commercialize a new technology, a competitor will develop
technologies, which are more commercially viable thereby reducing the viability
of the Company's products.

Anti-Takeover Considerations. The Company's Restated Certificate of
Incorporation (the "Certificate Provisions") contains various provisions
designed to deter a third party from launching a hostile takeover for the
Company. In addition, the Company has adopted a Shareholder Rights Plan (the
"Rights Plan"). In this Prospectus, the Certificate Provisions and the Rights
Plan are collectively referred to as the "Anti-Takeover Provisions". The
Certificate Provisions consist of: (i) empowering the Board of Directors (the
"Board"), without further action by the stockholders, to issue up to 5,000,000
shares of Preferred Stock in one or more series, with such designations,
preferences, special rights, qualifications, limitations and restrictions as the
Board may determine; (ii) establishing a classified Board whereby election of
the directors is staggered and each year approximately one-third of the
directors are elected for a three year term; (iii) making it difficult to remove
directors for "cause" by requiring a super-majority vote of either: (1) 75% of
the stockholders, or (2) 66-2/3% of the stockholders and the majority of the
"disinterested directors"; (iv) providing that stockholder action taken by
written consent in lieu of a meeting is prohibited unless such consent is signed
by the holders of at least two-thirds of the stock; and (v) restricting
stockholder nomination of directors to any stockholder with the power to vote at
least 15% of the outstanding voting securities of the Company who timely
complies with specific notice procedures. In connection with the Rights Plan,
the Board declared a dividend of one Preferred Stock Purchase Right (the
"Rights") for each outstanding share of the Company's Common Stock. The Rights
permit the holders (stockholders of the Company) to purchase Series A Junior
Preferred Stock. Holders of Rights have the right to acquire stock of the
Company or an "acquiring entity" at one-half of market value. The Rights only
become exercisable in the event, with certain exceptions, an acquiring party
accumulates 15 percent or more of the Company's voting stock. These Rights may
be redeemed by the Company at $.01 per Right prior to the close of business on
the 15th day after a public announcement that beneficial ownership of ownership
of 15% or more of the Company's voting stock has been accumulated by single
acquirer or group (with certain exceptions), under specified circumstances.

The Anti-Takeover Provisions generally make it more difficult or
discourage a proxy contest or the assumption of control by a holder of a
substantial block of the Company's Common Stock because it is more difficult to
remove the incumbent Board. Thus, the Anti-Takeover Proposals have the affect
of: (i) entrenching incumbent management, and (ii) discouraging a third party
from making a tender offer at a premium over the market price or otherwise
attempting to obtain control of the Company even though such an attempt could be
desired by a substantial member of the Company's stockholders. The Anti-Takeover
Provisions were not intended to prevent a takeover of the Company on terms which
are beneficial to the stockholders and will not do so. They may, however, deter
an attempt to acquire the Company in a manner or on terms that the Board
determines not to be in the best interest of its stockholders.

Dependence on Key Personnel. The Company is currently dependent upon
the efforts of the key members of its management team consisting of Mr. William
C. Willis, Jr., the Company's President and Chief Executive Officer, and Mr.
David Natan, the Company's Chief Financial Officer. In addition, the Company is
dependent upon Dr. John Coates, its Director of Technology, who is in charge of
the group which developed the OSA-II. In the event that one or more of these
persons ceases to be employed by the Company, it may have a material adverse
effect upon the Company.

Competition. Competition in the automotive business and the oil
analysis business is intense. With regard to TSA's OHSS business, interior trim
suppliers have a substantial competitive advantage as a result of their
relationships with automobile manufacturers and their substantially greater
degree of financial strength, management depth and engineering expertise. By
offering automobile manufacturers the opportunity to deal with one primary
supplier, an interior trim supplier can offer alternative speaker placement and
thereby competes directly with the Company. With regard to the OSA-II, while the
Company is not aware of any other business that markets and sells an on-site oil
analysis instrument, the Company's oil analysis subsidiary, TSI, competes with
various oil analysis laboratories located throughout the United States. These
laboratories offer service through Federal Express or other express delivery
couriers and provides facsimile or other rapid delivery of oil analysis reports
to the customers.

RECENT DEVELOPMENTS

Sale of TSA

SALE OF TOP SOURCE AUTOMOTIVE, INC. ("TSA")

On August 14, 1998, the Company executed an Asset Purchase Agreement
("Agreement") with NCT Audio Products Inc., (the "Original Buyer"), a subsidiary
of the NCT Group, Inc. of Stamford, Connecticut ("NCTI") to purchase
substantially all of the Assets and liabilities of TSA.

Under the terms and subject to the conditions of the Agreement, on the
closing date (the "Closing" or the "Closing Date"), the Original Buyer agreed to
purchase 100% of the Assets (the "Assets") and assume substantially all of the
liabilities of TSA for a minimum of $10,000,000 in cash by March 31, 1999.

Ultimately, the Company received $3,500,000 and sold 20% of TSA to the
Original Buyer.

<PAGE>

On March 30, 1999 the Company granted the Original Buyer an extension
until May 28, 1999 to complete the purchase of TSA. As consideration for this
extension, the Company received a $350,000 extension fee comprised of $20,685 in
cash, $125,000 of the Original Buyer's minority interest in TSA, and an
interest-bearing note ("Note") of $204,315 from the Original Buyer to TSA
payable on April 30, 1999. Additionally the Original Buyer pledged to give the
Company, $100,000 worth of its convertible preferred stock; and agreed to
forfeit all of its potential minority earnings in TSA until June 2000. The
Original Buyer failed to close the transaction by May 28, 1999, or pay the Note
by April 30, 1999. Therefore, the Note began accruing interest at a rate of two
times the prime rate retroactive to April 17, 1999. On May 25, 1999 the Company
granted the Original Buyer another extension of time, and the exclusive right to
complete the purchase of TSA's assets until July 15, 1999. In return, the
Original Buyer agreed to reduce its ownership of TSA from 20% to 15%. On May 26,
1999, the Company entered into a non-binding letter of intent with the Proposed
Buyer, granting it exclusive right purchase TSA's assets after July 15, 1999 (in
the event the Original Buyer was unable to close the transaction by that time.)
The Original Buyer was unable to complete the transaction by the close of
business on July 15, 1999. As a result, the Original Buyer's right to purchase
TSA Assets expired. As of August 13, 1999, the Note and accrued interest, which
had a balance of $214,673, remained unpaid to the Company. Additionally, the
Original Buyer has failed to deliver to the Company the $100,000 worth of its
preferred stock it pledged to deliver as part of the consideration for receiving
the March 30, 1999 extension.

On July 16, 1999, the Proposed Buyer purchased a 4.9% minority
interest in TSA for $500,000. In addition, the Company granted the Proposed
Buyer the exclusive right until September 17, 1999 to purchase the assets of TSA
for $9,000,000 in cash and $1,000,000 of the Proposed Buyer's convertible
preferred stock. Closing of the transaction, which is expected to occur by
September 17, 1999, is subject to the signing of a definitive agreement, the
Proposed Buyer obtaining financing and customary due diligence.

Under the terms of the original August 14, 1998 Agreement between the
Company and the Original Buyer, the Original Buyer consented to a sale of the
Assets in exchange for a prorated share, or 15%, of the net proceeds. Therefore,
at the anticipated closing, if it occurs on or about September 17, 1999, the
Company will receive approximately $7,368,000 in cash. This is equivalent to 85%
of $9,000,000 cash purchase price plus the unpaid Original Buyer's Note plus
accrued interest less $500,000 already paid by Proposed Buyer. The Company will
also be reimbursed for its expenses, which it advanced on behalf of TSA.

In the event that Onkyo America does not close on the sale of TSA, it
is unlikely that the Company will be able to secure a new Original Buyer in the
immediate future. This will have an adverse effect on the short-term financial
condition of the Company. Pending completion of the Proposed Transaction, the
Company continues to manage and improve TSA's business to maintain its
acquisition value and preserve its positive cash flow contribution to the
Company. During fiscal 1999, TSA has received purchase orders for approximately
$1,000,000 in new after-market business. Additionally, TSA is in active
discussions with a major automotive OEM and an aftermarket supplier for
additional new business. There can be no assurance that these discussions will
result in any new revenue generating programs for TSA.

During the three months ended June 30, 1999, the Company recognized
gain on sale of a minority interest in TSA of approximately $664,000. This gain
consists of the Note and cash associated with the extension fee and equity
relinquishment in TSA by the Original Buyer to the Company with the second
extension.

Other Matters

In August 1999, the Company received an interim working capital loan of
$500,000 from a family trust of which Mr. G. Jeff Mennen is the trustee. Mr.
Mennen is a director of the Company. The family trust (the "Mennen Trust") for
which Mr. Mennen is a director, previously purchased $3.5 million of Series B
Preferred Stock in November and December 1998. The August loan is for six
months, pays 10% per annum interest and is unsecured. If not paid by the
February 13, 2000 due date, the Mennen trust may convert the note into Common
Stock at 90% of fair market value on the date of conversion. The Mennen Trust
also received 100,000 warrants exercisable at $.875 per share (the "Class G
Warrants"). Upon conversion of the note within 90 day, the Company is required
to file a registration statement covering the public sale of the common stock
issuable upon conversion of the note. The Class G Warrants expire in August
2009. One-half of the Class G Warrants are currently exercisable and the balance
become exercisable on August 13, 2000.

The Company consummated this transaction after diligently and actively
seeking alternative financing sources and concluding that the proposal was
superior to competing offers available in strict arms-length transactions. The
Board of Directors voted unanimously to approve the unsecured loan with Mr.
Mennen abstaining.

In November 1998, the Company entered into a strategic alliance with
Flying J Inc. ("Flying J") a company with over a billion dollars in sales
engaged in various facets of highway-related products and services including the
operation of large truck stop centers. Under the terms of the agreement, Flying
J agreed to purchase and market OSA-IIs in their truck stop service centers. The
initial order by Flying J was for the outright purchase of 10 OSA-II units for
approximately $700,000. The agreement covers the potential purchase of up to 100
OSA-IIs, payment of per sample technology licensing fees, and provides financial
incentive to Flying J for meeting certain performance milestones. In January
1999, Flying J paid the Company in full for all 10 OSA-II units covered in the
initial purchase order. Flying J has informed the Company that it will not
purchase any additional OSA-II units until certain custom modifications are made
to the OSA-II to meet the individual needs of Flying J. The expected cost of the
project is between $75,000 - $100,000 all of which will be paid by the Company.
The Company expects to complete this project by the end of calendar 1999 and
receive additional purchase orders from Flying J. There can be no assurances,
however, that the project will be successful or that Flying J will purchase any
additional units if the project is completed successfully. The Company believes
that these enhancements will have applications at other OSA customer locations
and for potential new OSA customers.

In August 1999, the Company entered into its first long-term lease for its
OSA-IIs. The lease with Speedco, Inc. ("Speedco"), an affiliate of Shell Oil and
Texaco, covers up to 30 OSA-II, including 18 units previously the subject of
short-term leases. The company will provide on-going maintenance and marketing
and will partner with Speedco in joint marketing programs designed to increase
usage of the OSA-IIs.

New Accounting Standards

In June 1997, the Financial Accounting Standards Board ("FASB")" issued
Statement of Financial Accounting Standards ("SFAS") No. 131, "Disclosures about
Segments of an Enterprise and Related Information", which is required to be
adopted in fiscal years beginning after December 15, 1997. This statement
establishes standards for the way public business enterprises report information
about products, services, geographic areas and major customers. The Company will
adopt SFAS No. 131 or for fiscal year ended September 30, 1999. The adoption of
SFAS No. 131 will not have a material impact on its financial position or
results of operations.

SELLING STOCKHOLDERS

Table of Selling Stockholders

The following table sets forth information furnished by the Selling
Stockholders, with respect to the number of shares of the Company's Common
Stock, including the shares of Common Stock underlying the Warrants owned by
each Selling Stockholder on the date of this Prospectus, the shares offered
hereby, and the number and percentage of outstanding shares to be owned by each
Selling Stockholder after the offering. No Selling Stockholder has held any
position, office, or had a material relationship with the Company within the
past three years. The beneficial owners of Excalibur Limited Partnership,
Gundyco in Trust for RRSP 550-98866-19, H & H Securities Limited and
Intercontinental Holding Company, Ltd. and San Rafael Consulting Group are
William S. Hechter, Esq., Mark Schoom, William S. Hechter, Esq., and Gerry
Alexander, respectively. The Company believes Charles Ganz of Mellon Bank
exercises discretion to sell the Common Stock offered by the former noteholders.
For further information on the Warrants, See "Description of Warrants".

<PAGE>

<TABLE>

- --------------------- ------------------ ------------------- ------------------ ------------------- ------------------
<S> <C> <C> <C> <C> <C>

Selling Stockholders Ownership Prior Securities Being Ownership After Percentage Owned Percentage Owned
to Offering Offered Offering Before Offering After Offering
- --------------------- ------------------ ------------------- ------------------ ------------------- ------------------
- --------------------- ------------------ ------------------- ------------------ ------------------- ------------------
Excalibur Limited
Partnership
770,038(1) 78,750(3) 2.5% *
691,288(2)
- --------------------- ------------------ ------------------- ------------------ ------------------- ------------------
- --------------------- ------------------ ------------------- ------------------ ------------------- ------------------
Gundyco in Trust
for RRSP 63,750(4) 30.000(5) 33,750(6) * *
550-98866-19
- --------------------- ------------------ ------------------- ------------------ ------------------- ------------------
- --------------------- ------------------ ------------------- ------------------ ------------------- ------------------
H & H Securities
Limited 20,500(7) 8,200 12,300 * *
- --------------------- ------------------ ------------------- ------------------ ------------------- ------------------
- --------------------- ------------------ ------------------- ------------------ ------------------- ------------------
Intercontinental
Holding Company, 21,000(8) 8,400 12,600 * *
Ltd.
- --------------------- ------------------ ------------------- ------------------ ------------------- ------------------
- --------------------- ------------------ ------------------- ------------------ ------------------- ------------------
San Rafael
Consulting Group 21,000(9) 8,400 12,600 * *
- --------------------- ------------------ ------------------- ------------------ ------------------- ------------------
- --------------------- ------------------ ------------------- ------------------ ------------------- ------------------
Certain Former
Noteholders 248,383(10) 248,383 -0- * *
- --------------------- ------------------ ------------------- ------------------ ------------------- ------------------

* Less than 1%.

</TABLE>

(1) Represents 621,288 shares obtained upon conversion of Series A Preferred
and as dividends, and 52,500 and 17,500 shares underlying Class A and Class
B Warrants.

(2) A total of 350,000 shares of Common Stock, may not be sold until October 1,
1999 and then only in amounts of 70,000 per month cumulatively. Does not
include 78,750 shares underlying Class A Warrants. These shares have been
registered but are not offered for sale by this Prospectus.

(3) Represents the 78,750 shares referred to in note (2).

(4) Represents 56,250 and 7,500 shares underlying Class A and Class B Warrants.
A total of 116,266, share of common stock previously included in a
Preliminary Prospectus have been sold under Rule 144 of the Securities Act.

(5) Does not include 33,750 shares underlying Class A Warrants. These shares
have been registered, but are not offered for sale by this Prospectus.

(6) Represents the shares referred to in note (5).

<PAGE>

(7) Represents 8,200 shares of Common Stock underlying Class A Warrants which
are exercisable as of the date of this Prospectus and 12,300 shares
underlying Class A Warrants, which are not currently exercisable. The
12,300 shares have been registered, but are not offered for sale by this
Prospectus.

(8) Represents 8,400 shares of Common Stock underlying Class A Warrants which
are exercisable as of the date of this Prospectus 12,600 shares underlying
Class A Warrants, which are not currently exercisable. The 12,600 shares
have been registered, but are not offered for sale by the Prospectus.

(9) Represents 8,400 shares of Common Stock underlying Class A Warrants which
are exercisable as of the date of this Prospectus and 12,600 shares
underlying Class A Warrants, which are not currently exercisable. The
12,600 shares have been registered, but are not offered for sale by the
Prospectus.

(10) Represents 248,383 shares of Common Stock underlying Class C Warrants held
by former holders of $745,000 in principal of notes. The Company redeemed
their notes in December 1998 or $496,617 and issued one Class C Warrant for
each dollar of principal cancelled. The identity of the former noteholders
has been withheld in accordance with the policy of the Commission's staff.

DESCRIPTION OF WARRANTS

This Prospectus covers the public sale of the shares of Common Stock
underlying presently exercisable Class A, Class B and Class C Warrants. Those
shares of Common Stock underlying those Class A Warrants, which are not
presently exercisable will be offered for sale by a Supplement to this
Prospectus. The Company is not obligated to and does not intend to file a
registration statement covering the public sale of shares of Common Stock
underlying the Class D E, F, and G Warrants issued to the Mennen Trusts until on
or about November 30, 1999. The terms of the various classes of Warrants are
described below:
<TABLE>
<S> <C> <C> <C>
Class of Warrants Number of Warrants Exercise Price Expiration Date

A(1) 250,000 $1.10 5/7/2001
- -----------------------------------------------------------------------------------------------------------
B 25,000 $ .89 11/16/2003
- ------------------------------------------------------------------------------------------------------------
C 248,383 $1.78 12/29/2003
- ------------------------------------------------------------------------------------------------------------
D 350,000 $1.93 11/17/2008
- ------------------------------------------------------------------------------------------------------------
E 50,000 $1.75 05/01/2009
- ------------------------------------------------------------------------------------------------------------
F 50,000 $2.00 01/13/2003
- ------------------------------------------------------------------------------------------------------------
G(2) 100,000 $.875 8/13/2009
- ------------------------------------------------------------------------------------------------------------

- ---------------------------------------
</TABLE>

(1) A total of 100,000 are currently exercisable and the remaining Class A
Warrants are exercisable in increments of 50,000 shares commencing 90, 150
and 210 days after the date of this Prospectus.

(2) 50,000 are not exercisable until August 13, 2000.

PLAN OF DISTRIBUTION

All of the shares of Common Stock are offered for sale by the Selling
Stockholders as listed in this Prospectus under "Selling Stockholders". The
Company will receive none of the proceeds from the sale of the shares of Common
Stock by the Selling Stockholders. However, the Company will receive a maximum
of approximately $739,622 in connection with the exercise of up to 100,000 Class
A 25,000 Class B and 248,383 Class C Warrants, the underlying shares of Common
Stock of which are covered by this Prospectus.
Such proceeds will be used for general corporate purposes.

The Company has been advised by the Selling Stockholders that the shares
of Common Stock may be offered and sold from time to time by or on behalf of the
Selling Stockholders, in or through transactions or distributions (including
crosses and block transactions) on the American Stock Exchange, or in the
over-the-counter market at market prices prevailing at the time of sale, or at
negotiated prices, and in connection therewith commissions may be paid to
brokers. Brokers participating in such transactions may act as agents for the
Selling Stockholders. The Selling Stockholders, and any brokers participating in
this offering may be deemed to be "underwriters" within the meaning of the
Securities Act, and any commissions received by them may be deemed to be
underwriting compensation.

LEGAL MATTERS

The legality of the securities to be offered hereby will be passed upon
for the Company by Michael Harris, P.A., 1645 Palm Beach Lakes Boulevard, West
Palm Beach, Florida 33401. Attorneys employed by that law firm are the
beneficial owners of 31,000 shares of Common Stock.

EXPERTS

The financial statements and schedules of Top Source Technologies, Inc.
incorporated by reference in this Prospectus and elsewhere in the registration
statement have been audited by Arthur Andersen LLP, independent certified public
accountants, as indicated in their report with respect thereto, and are
incorporated by reference herein in reliance upon the authority of said firm as
experts in accounting in giving said report.

<PAGE>

No dealer, salesperson or other person has been authorized to give any
information or to make any representations other than those contained in this
Prospectus, and, if given or made, such information or representations must not
be relied upon as having been authorized by the Company or any of the Selling
Stockholders. This Prospectus does not constitute an offer to sell or a
solicitation of an offer to buy any security other than the securities offered
by this Prospectus, or an offer to sell or a solicitation of an offer to buy any
securities by any person in any jurisdiction in which such offer or solicitation
would be unlawful. Neither the delivery of this Prospectus nor any sale made
hereunder shall, under any circumstances, imply that the information in this
Prospectus is correct as of any time subsequent to the date of this Prospectus.

TABLE OF CONTENTS

Page
Available Information....................... __

Documents Incorporated by
Reference.................................. __

Risk Factors................................ __

Recent Developments......................... __

Pro Forma Condensed Financial
Information of the Company................ __

Selling Stockholders........................ __

Description of Series B Preferred
Stock and Warrants........................ __

Plan of Distribution........................ __

Legal Matters............................... __

Experts..................................... __

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

TOP SOURCE TECHNOLOGIES, INC.

994,671 Shares

Common Stock

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

Prospectus
----------------

, 1999

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

<PAGE>

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.

The following table sets forth the various expenses in connection with
the issuance and distribution of the securities being registered. All of the
amounts shown are estimates except the Commission registration fee. Such
expenses will be paid by the Company. None of these expenses will be paid by the
Selling Stockholders.

Registration fee ........................................ $ 1,245.52
Printing expenses........................................ $ 100.00
Accounting fees and expenses............................. $14,000.00
Legal fees and expenses (other than Blue Sky)............ $24,000.00
Blue Sky fees and expenses............................... $ .00
Miscellaneous............................................ $ 654.48
----------
Total......................................... $40,000.00
==========

Item 15. Indemnification of Directors and Officers.

The Company's amended and restated certificate of incorporation
provides that the Company shall indemnify its current and former officers and
directors against expenses reasonably incurred by or imposed upon them in
connection with or arising out of any action, suit or proceeding in which they
may be involved or to which they may be made parties by reason of their being or
having been a director or officer of the Company, or at its request, of any
other corporation which it is a stockholder or creditor and from which such
officers and directors are not entitled to be indemnified by (whether or not
they continue to be directors or officers at the time of imposing or incurring
such expense), except in respect of matters as to which they shall be finally
adjudged in such action, suit or proceeding liable for negligence or misconduct.
In the event of settlement of any such action, suit or proceeding,
indemnification shall be provided only in connection with such matters covered
by the settlement as to which the Company is advised by counsel that the persons
to be indemnified did not commit a breach of duty. The foregoing right of
indemnification shall not be exclusive of other rights to which such persons may
be entitled.

In addition, the Company has entered into indemnification agreements
with its executive officers and directors. These agreements provide that the
Company shall indemnify its executive officers and directors, if by reason of
their corporate status, they are or are threatened to be made parties to any
third-party proceedings, to the fullest extent provided by Delaware law. The
agreements provide for indemnification against expenses, judgments, penalties,
fines and amounts paid in settlement, actually and reasonably incurred by them
or on their behalf in connection with such proceeding or any claim, issue or
matter therein if (i) they acted in good faith; (ii) they reasonably believed in
the case of conduct in their official capacity with the Company that their
conduct was in the Company's best interests or in all other cases, that their
conduct was at least not opposed to the Company's best interests; (iii) with
respect to any criminal proceeding, they had no reasonable cause to believe
their conduct was unlawful; and (iv) with respect to an employee benefit plan
they reasonably believed their conduct to be in the best interests of the
participants and/or beneficiaries of the plan. The indemnification agreements
also provide indemnification in direct and derivative actions provided such
officers or directors acted in good faith and in a manner they reasonably
believed to be not opposed to the best interests of the Company. Such officers
or directors are not entitled to indemnification in connection with any
proceeding charging improper personal benefits to such officers or directors,
whether or not involving action in their official capacity, in which they were
judged liable on the basis that personal benefit was improperly received by
them.

INSOFAR AS INDEMNIFICATION FOR LIABILITIES ARISING UNDER THE SECURITIES
ACT OF 1933 MAY BE PERMITTED TO DIRECTORS, OFFICERS OR PERSONS
CONTROLLING THE COMPANY PURSUANT TO THE FOREGOING PROVISIONS, THE
COMPANY HAS BEEN INFORMED THAT IN THE OPINION OF THE SECURITIES AND
EXCHANGE COMMISSION, SUCH INDEMNIFICATION IS AGAINST PUBLIC POLICY AS
EXPRESSED IN THE SECURITIES ACT AND IS THEREFORE UNENFORCEABLE.

<PAGE>

Item 16. Exhibits.

4. Form of Common Stock Certificate (1)
4.3 Form of Class A Warrants (2)
4.5 Form of Private Securities Subscription Agreement (2)
4.6 Form of Class B Warrants (3)
4.7 Form of Class C Warrants (4)
4.8 Form of Stock Purchase Agreement (Series B Preferred) (5)
4.9 Third Certificate of Designation 5)
5. Opinion of Michael Harris, P.A. (4)
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Michael Harris, P.A. (7)
99 Speedco, Inc. Long-Term Lease
99.1 Flying J. Inc. Agreement
99.2 Amendment to Note Purchase Agreement (4)
99.3 Amendment to Loan and Security Agreement (6)
99.4 SPX Agreement
99.5 Staveley, Inc. plc Agreement
99.6 Onkyo America Letter Agreement dated July 16, 1999 (8)
99.7 Mennen Trust Convertible Note
99.8 Mennen Trust 100,000 Warrants

(1) Contained in Registration Statement on Form 8-A filed March 12, 1992.
(2) Contained in Form 10-Q for the period ended March 31, 1998 filed on
May 20, 1998 (Item 6, Exhibit 10.1).
(3) Contained in Registration Statement on Form S-3/A No. 5 filed on
May 21, 1999 Item 16, Exhibit 4.6)
(4) Contained in Registration Statement on Form S-3/A No. 4 filed on
January 29, 1999.
(5) Contained in Form 10-K/A No. 1 for the year ended September 30, 1998
(6) Contained in the Form 10-K for the year ended September 30, 1998
(Item 14, Exhibit 10.20).
(7) Contained in Opinion of Michael Harris, P.A.
(8) Contained in Form 10-Q for the quarter ended June 30, 1999 filed on
August 16, 1999 (Item 6. Exhibit 10.24)

<PAGE>

Item 17. Undertakings.

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 of 1933 (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;

(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 (1)(i) and (1)(ii) 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 Section 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 securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bonafide offering thereof.

(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.

(4) 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 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.

(5) The undersigned Registrant hereby undertakes to deliver or cause to be
delivered with the Prospectus, to each person to whom the Prospectus is
sent or given, the latest annual report to security holders that is
incorporated by reference in the Prospectus and furnished pursuant to and
meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Exchange
Act; and, where interim financial information required to be presented by
Article 3 of Regulation S-X are not set forth in the Prospectus, to
deliver, or cause to be delivered to each person to whom the Prospectus is
sent or given, the latest quarterly report that is specifically
incorporated by reference in the Prospectus to provide such interim
financial information.

(6) 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 (see Item 15 above), or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange 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.
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act or 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirement for filing on Form S-3 and has duly caused this Amendment No. 6 to
Registration Statement on Form S-3 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Palm Beach Gardens, State
of Florida, on this 3rd of September, 1999.

TOP SOURCE TECHNOLOGIES, INC.

By: /s/ William C. Willis, Jr.
William C. Willis, Jr.
(Chief Executive Officer)

Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 6 to Registration Statement on Form S-3 has been signed by the
following persons in the capacities and on the dates indicated.
<TABLE>
<S> <C> <C>
Name Title Date
- ---- ----- ----
/s/ William C. Willis, Jr. Director September 3, 1999
- --------------------------
William C. Willis, Jr.

/s/ David Natan Vice President and CFO September 3, 1999
- --------------------------
David Natan (Principal Financial and
Accounting Officer) and Director

/s/ Ronald Burd Director September 3, 1999
Ronald Burd

/s/ G. Jeff Mennen Director September 3, 1999
- --------------------------
G. Jeff Mennen

/s/ L. Kerry Vickar Director September 3, 1999
- --------------------------
L. Kerry Vickar

</TABLE>

<PAGE>

EXHIBIT INDEX
Exhibit No.

(1) Contained in Registration Statement on Form 8-A filed
March 12, 1992.
(2) Contained in Form 10-Q for the period ended March 31, 1998
filed on May 20, 1998 (Item 6, Exhibit 10.1).
(3) Contained in Registration Statement on Form S-3/A No. 5
filed on May 21, 1999 (Item 16, Exhibit 4.6)
(4) Contained in Registration Statement on Form S-3/A No. 4
filed on January 29, 1999.
(5) Contained in Form 10-K/A No. 1 for the year ended
September 30, 1998
(6) Contained in the Form 10-K for the year ended
September 30, 1998 (Item 14, Exhibit 10.20).
(7) Contained in Opinion of Michael Harris, P.A.
(8) Contained in Form 10-Q for the quarter ended June 30, 1999
filed on August 16, 1999 (Item 6. Exhibit 10.24)

<PAGE>

EXHIBIT 23.1

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

As Independent Public Accountants, we hereby consent to the use of our
reports (and to all references to our Firm) included in or made a part of this
Registration Statement.

ARTHUR ANDERSEN, LLP

West Palm Beach, Florida
September 3, 1999

EXHIBIT 99

Portions of this Exhibit have been omitted and confidentially and separately
filed with the Securities and Exchange Commission with a Request for
Confidential Treatment.

The omitted portions are marked by opened and closed brackets as follows: [ * ]

[OBJECT OMITTED]

EQUIPMENT LEASE
AND
SOFTWARE LICENSE AGREEMENT

THIS EQUIPMENT LEASE AND SOFTWARE LICENSE AGREEMENT (this "Agreement"),
is effective August 19, 1999, between Top Source Technologies, Inc., ("Top
Source," "we", "us" or "ours") and Speedco, Inc. ("Customer", "Licensee", "you"
or "your") and is hereby agreed to as follows:

1. Lease and License.
Top Source agrees to lease to Customer, and to license to Customer on a
nonexclusive basis, and Customer agrees to so lease and license from Top Source,
by March 30, 2000, thirty (30) MotorCheck(TM)/TruckCheck(TM) Analyzers including
the Confidential Information and other proprietary technology incorporated
therein ("the OSA"), all on the terms and conditions set forth herein. The OSA
shall be used solely at Customer facilities operated under the "Speedco" name,
(the "Site"). The OSA's shall be used with due care solely in accordance with
any operating manual or other instructions (including any site specifications
and maintenance procedures) provided by Top Source, and solely for the
purpose(s) of testing and analyzing ("Oil Analysis") used lubrication fluids
(excluding lubrication fluids for airplanes).

2. Term.
This Agreement is effective August 19, 1999 through [ * ] regardless of the
actual date of signature. With respect to future locations, Top Source shall
install an OSA unit within * days of notice from Customer to Top Source. This
Agreement and Customer's right to use the OSA expires ( [ * ] from installation
of the [ * ] OSA unit) [ * ] . [ * ] , this Agreement is renewable by mutual
consent for successive one-year terms.

Upon termination, Customer will take any and all actions to allow Top Source to
repossess the OSA's (which shall be returned by Customer in the same condition
as when delivered, ordinary wear and tear excepted).

[ * ] CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARTELY WITH THE COMMISSION.

3. Price and Payment.
All monthly payments with respect to any OSA shall commence only after such OSA
has been delivered, installed, tested and is operational. The monthly lease
charges for each OSA are:
LEASE: o A minimum monthly charge of [ * ] per month per location
[ * ]
[ * ]
o An additional charge of [ * ] per sample per month and per
location [ * ]
[ * ] .
The above fees are applicable for the 48- month term of this agreement for each
OSA placed, from the time of operation. For the first 30 OSAs.
All invoices are due upon receipt. Customer will be invoiced at the completion
of each month.

Top Source reserves the right to charge interest on all amounts owed after
30 days from the due date at the highest applicable legal rate, but not to
exceed 1.5% per month.

4. Ownership and Confidentiality.
(a) All right, title, and interest in the OSA (including all Confidential
Information and other proprietary technology incorporated therein) shall
be and remain vested in TOP SOURCE, (or such other party as may be
designated by TOP SOURCE, Inc.), including any improvements or
modifications thereto (whether requested or suggested by Customer or
derived by reason of Top Source's relationship with Customer or
otherwise).

(b) For so long as the lease and license set forth in this Agreement remain
in effect and for a period of two (2) years after the termination thereof
(provided that in addition to the 2 year period described above in the
case of a trade secret, such period shall continue for so long as the
information, matter or thing remains a trade secret unless the trade
secret was disclosed directly or indirectly by one party, through your
act or omission), and without

[ * ] CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARTELY WITH THE COMMISSION

limiting any rights or protections afforded to either Customer or Top
Source, each party will maintain in strictest confidence and safeguard as
confidential the Confidential Information (exercising at least the same
degree of care Customer would use in protecting the confidentiality of
its own similar information) and will not use, disclose, duplicate,
reproduce, copy or distribute any of the Confidential Information in any
manner to any person whatsoever except as permitted by the express
provisions of this Agreement. Additionally, the fee terms of this
agreement will be kept in confidence by the parties.
(c) For purposes of this Agreement, "Confidential Information" means all
information and matters of a confidential nature, whether or not in
written form, and regardless of the media (if any) on which stored,
which pertain, or relate in any way, to the business of the respective
parties (or their parent or affiliated corporations') services,
products, or business, including trade secrets, processes, techniques,
designs, specifications, drawings, know-how, show-how, technical
information, technology, research developments, inventions, engineering
concepts, software operating manuals, and improvements, modifications
and enhancements to the foregoing, and the terms of this Agreements.
(d) Notwithstanding the foregoing, either of the parties may identify the
other in any press release and other marketing materials; provided that
the party being identified shall have the right of review and approve of
such materials, which approval shall not to be unreasonably withheld.

5. Warranty
TOP SOURCE REPRESENTS AND WARRANTS TO CUSTOMER THAT (A) IT IS THE OWNER OF THE
OSAs AND THE RELATED TECHNOLOGY AND INTELLECTUAL PROPERTY, AND HAS ALL RIGHT,
TITLE AND INTERESTED THERETO, AND THAT THE USE THEREOF BY AND THE LICENSE TO
CUSTOMER SHALL NOT INTERFERE WITH ANY OTHER PERSON'S RIGHT AND TITLE TO SAME
(EXCEPT AS PROVIDED IN SECTION 10, BELOW); (B) ALL THE OSAs AND ANY SUPPLIES
PROVIDED BY TOP SOURCE OR ITS SUPPLIERS IN CONNECTION THEREWITH SHALL BE FREE
FROM ANY DEFECTS; AND (C) ALL SUCH MATERIALS, INCLUDING THE OSAs, SHALL PERFORM
THE FUNCTIONS FOR WHICH THEY ARE INTENDED. EXCEPT AS PROVIDED IN SECTIONS 5(A),
(B), AND (C). TOP SOURCE DISCLAIMS ANY WARRANTIES OF ANY NATURE WHETHER EXPRESS,
WRITTEN, ORAL, IMPLIED OR STATUTORY, ICNLUDING ANY IMPLIED WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND WARRANTIES UNDER ARTICLE
2A OF THE UNIFORM COMERCIAL CODE.
6. Consequential Damages and Exclusive Remedy.
(a) EXCEPT WITH RESPECT TO A BREACH OF THE EXPRESS WARRANTIES CONTAINED IN
THIS AGREEMENT, NEITHER OF THE PARTIES SHALL BE LIABLE UNDER ANY
CIRCUMSTANCES TO THE OTHER FOR ANY CONSEQUENTIAL, SPEACIAL, EXEMPLARY,
INDIRECT, INCIDENTAL OR COLLATERAL DAMAGES OF ANY NATURE WHATSOEVER IN
CONNECTION WITH THE SUBJECT MATTER OF THIS AGREEMENT, EVEN IF ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES, REGARDLESS OF WHETHER BASED IN TORT
OR IN CONTRACT.

(b) Top Source shall indemnify and hold Customer harmless from any loss or
damage, including attorneys fees, resulting from a breach of the
express warranties contained in this Agreement, and for any other act
or omission of Top Source, its agents or employees. Top Source shall
name and keep Customer as an additional insured on its general
liability coverage with respect to such indemnity rights, and as
Customer's interests otherwise appear.

(c) Customer shall indemnify and hold Top Source harmless from any loss or
damage, including attorneys fees, resulting from a breach of the
express warranties contained in this Agreement, and for any other act
or omission of Customer, its agents or employees. Customer shall name
and keep Top Source as an additional insured on its general liability
coverage with respect to such indemnity rights, and as Top Source's
interests otherwise appear.

7. Operating Requirements.
Customer (for and on behalf of itself and its officers, employees, agents and
representatives) agrees:
(a) Not to unpack, break the seal on or open any boxes or containers shipped to
it by TOP SOURCE, (or the manufacturer of the OSA) without the direct
supervision of Top Source (or persons designated by Top Source). Customer
further shall not open the cabinet, covers, inspection doors or other
enclosure containing the components of the OSA, attempt any repair,
adjustment or modification of the OSA, except as authorized by Top Source
disassemble, decompile, reverse engineer, interrogate, decode or otherwise
tamper with the OSA or any software related thereto (or attempt to derive
any source code or algorithms from such software);

(b) Not to move or relocate the OSA from the site of original installation at
the locations set forth above;

(c) Not to remove, alter or obscure any markings or labels which are affixed to
the OSA at the time of installation or subsequently placed thereon by Top
Source, provided such were first approved by Customer;

(d) To ensure that any person who operates the OSA has been trained by Top
Source (or persons designated by Top Source);

(e) To pay all taxes (including sales, use and excise taxes) which may be
imposed by any taxing authority on the OSA or on the amounts paid by
Customer hereunder or as a result of this Agreement;

(f) To allow Top Source and its agents, representatives and employees
reasonable access to Customer's facility to inspect the OSA upon reasonable
notice from Top Source;

(g) To properly dispose of all fluids and solvents used in connection with or
in any way relating to the OSA in compliance with all applicable laws,
rules and regulations;

(h) To maintain a safe site for the OSA including keeping all flammable gases,
petrochemical fluids, solvents and other substances outside the proximity
(generally not within 25 feet) of the OSA except to the absolute minimum
extent then being used in the operation thereof;

(i) To assume all risk of loss, theft, damage, requisition of use and
destruction to the OSA from any cause whatsoever and to include under each
site's property insurance each OSA in an amount not less than $69,900 with
a carrier reasonably approved by Top Source and name Top Source as loss
payee and additional named insured on the applicable policies (and furnish
Top Source with a copy thereof). In the event of any such occurrence,
Customer shall promptly notify Top Source and shall at its expense cause
the OSA to be placed in good repair, condition and working order. In the
event of a total loss, all right, title and interest in the subject OSA
(and any insurance proceeds associated therewith) shall remain vested in
Top Source;

(j) To keep the OSA free and clear of all levies, liens and encumbrances of any
kind whatsoever;

(k) Customer may use the service marks appearing on the OSA and the reports
solely for the purpose of delivering Oil Analysis using the OSA. Customer
agrees to protect and not to infringe on all the trademarks and copyrights
owned by Top Source and its affiliate companies, including the Oil Lab 2100
trademark, the Detect trademark, the name On-Site Analysis, Inc., or the
trade name MotorCheck(TM), or TruckCheck(TM).

(l) To use its best efforts to market and sell its testing services and
maximize utilization of the OSA.

(m) If the OSA is temporarily out of service and Top Source and Customer agree
that samples should be shipped to Top Source for analysis, Top Source shall
do so at no cost to Customer.

8. Covenants of Top Source.
During the term of this Agreement, Top Source represents, warrants and covenants
that it shall: (a) provide to Customer an uninterrupted supply of samples and
related consumables as may be required by Customer; (b) train such personnel of
Customer as Customer deems appropriate to operate the OSA at Customer's location
and at no cost to Customer, such training to be limited to three (3) employees
per location during the first calendar week following the installation of the
OSA; (c) provide follow-up service and repair with respect to any OSA provided
under this Agreement, which shall be provided at no cost during the first year
of this Agreement, and thereafter at a cost to be agreed upon by the parties;
and (d) defend Customer's right to use the OSAs and related supplies and
consumables, as provided in this agreement, if challenge by a third party.

9. Assignment.
Customer may not assign, transfer, pledge, sublicense or sublease the OSA
(including any software incorporated therein) or any right, interest or license
it may have pursuant to this Agreement without the prior written consent of Top
Source.

10. Sublicense.
Certain components and proprietary technology of the OSA licensed hereunder may
constitute a sublicense by Top Source from a third party owner, developer or
manufacturer. Customer agrees to take such actions and execute such documents as
Top Source reasonably may request on behalf of such third party in connection
with such sublicense.

11. Acknowledgments.
In signing this Agreement, Customer acknowledges that Customer has reviewed
this Agreement, in its entirety; has independently assessed the market and/or
risks associated with OSA operations and, except as provided in Section 5,
above, is not relying on any representations or warranties from Top Source;
including representation concerning profits, income, or success; sales revenue
from OSA, if any, shall produce no more than 20% of Customer's total sales
revenue for related business services, and Customer is already engaged in the
truck service business.

12. Default and Remedies:
(A) Customer is in default under this agreement if any of the following occur:
(a) failure to make payment (b) breach of this agreement and (c) Customer
becomes insolvent or bankrupt. If Customer is in default under this
Agreement, Top Source may do any or all of the following: (a) terminate
the agreement, (b) take possession of the OSA by any manner permitted by
law, (c) seek payment for any money owed to Top Source, and d) pursue any
other right to remedy permitted by law or in equity.

(B) Top Source is in default under the Agreement if any of the following
occur: (a) any warranty contained in this Agreement is untrue or
misleading; (b) Top Source fails to provide any service under this
Agreement; (c) Top Source otherwise breaches this Agreement; or (d) Top
Source becomes insolvent or bankrupt. If Top Source is in default under
this Agreement, Customer may do any or all of the following: (a) terminate
this Agreement, without cost or penalty of any kind; (b) cease any and all
payments to Top Source, except those due and owing as of the date of
termination; and (c) pursue any other right or remedy permitted by law or
equity.

13. Voluntary Early Termination
If this agreement is terminated by the Customer before the completion of the
initial 48 month Lease, the Customer must return the OSA and all supplies to Top
Source at the Customer's expense. The Customer must also pay an early
termination fee equivalent to the balance of the 48 months minimum amounts owed.

14. Miscellaneous.
This Agreement shall be governed by and construed and enforced in accordance
with and subject to the laws of the State of Florida. This Agreement and the
Letter Agreement between Top Source and Speedco dated August 12, 1999, a copy of
which is attached hereto as Exhibit 1, which letter and the terms contained
therein are hereby incorporated by reference; contains the entire agreement
between the parties hereto and supersedes all prior and contemporaneous
agreements, the Agreement between Top Source and Speedco dated September 1,
1998, purchase orders, arrangements, negotiations and understandings between the
parties hereto relating to the subject matter hereof. No waiver of any term,
provision or condition of this Agreement, whether by conduct or otherwise, in
any one or more instances, shall be deemed to be, or shall constitute, a waiver
of any other provision hereof, whether or not similar, nor shall such waiver
constitute a continuing waiver, and no waiver shall be binding unless executed
in writing by the party making the waiver. Failure or delay of either party to
insist upon compliance with any provision hereof will not operate and is not to
be construed as a waiver or amendment of the provision or the right of the
aggrieved party to insist upon compliance with such provision or take remedial
steps to recover damages or other relief for noncompliance. No provision of this
Agreement may be altered, amended, revoked or waived except by an instrument
signed by both parties. For purposes of this Agreement, the term "including"
shall mean "including, but not limited to." The unenforceability or invalidity
of any provision or provisions of this Agreement shall not render any other
provision or provisions herein contained unenforceable or invalid. If any action
at law or in equity is necessary to enforce or interpret the terms of this
Agreement or collect any amount due hereunder, the prevailing party shall be
entitled to reasonable attorneys' fees, costs and necessary disbursements in
addition to any other relief to which such party may be entitled. Except as
expressly provided in this Agreement, the rights and remedies of the parties
under this Agreement are in addition to all other rights and remedies at law or
equity that they may have against each other. In the event of any litigation
relating to this Agreement, if such is initiated by Top Source, it shall be
initiated and shall remain in any State of Federal Court located in Marion
County, Indiana; if such is initiated by Customer, it shall be initiated and
shall remain in any State or Federal Court located in Palm Beach County,
Florida.

15. Top Source agrees to apply these same terms to any additional units placed
in Speedco Service centers during the term of this agreement.

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as
of the 19th day of August, 1999.

TOP SOURCE TECHNOLOGIES, INC. CUSTOMER
7108 Fairway Drive Speedco, Inc.
Suite 200 P.O. Box 520
Palm Beach Gardens, FL 33418 703 W. Park St.
Cayuga, IN 47928

By: /s/ David Natan ______ By: ____________________
Title: Vice President & CEO Title:

[ * ]CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION.

<PAGE>
Top Source Technologies, Inc.
7108 Fairway Drive, Suite 200
Palm Beach Gardens, FL 33418-3757
561)775-5756
Fax (561) 691-5220

EXHIBIT 1 (to above Speedco agreement)

VIA FACSIMILE (765) 492-3411

August 12, 1999

Mr. Mark Clark
President
Speedco
703 West Park Street
Cayuga, IN 47928

Dear Mark,

We appreciate the success Speedco has achieved in the marketplace and value the
benefits associated with our partnership.

The proposal we offered to Speedco has been modified as a result of our recent
meeting to allow [ * ] of monies credited from Shell, Texaco, or Equilon
purchases to be applied towards purchase of future TruckCheck analyzers. The
proposal reflects three primary goals. The first goal is to increase test volume
at each of the Speedco sites to benefits both companies. The second goal is to
share the benefits of TruckCheck product introduction into the Equilon group
with Speedco. The third goal is to increase the resources available to supply
the required increase in support.

- ----------------------------------------------------------------------------
INCREASED SUPPORT TO INCREASE TEST VOLUME
- ----------------------------------------------------------------------------

We are sensitive to the need to increase product support at each of the Speedco
sites. This increase in support will translate into a higher test volume
benefiting both Speedco and Top Source. Our goal is to smooth out the high
volume spikes associated with Top Source visits by bringing up the baseline to
an overall higher number of tests on a per month basis by providing more routine
support.

[ * ] CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION.

[ * ]
[ * ]
[ * ]The support persons will work with counter people to generate business form
Speedco customers and to help develop local fleet business to augment existing
site traffic. Arrow Truck Sales is an example of the types of customers, that in
addition to local fleets, will be targeted to increase local test volume.

Top Source will generate and provide a training video that will help employees
familiarize themselves with operation and maintenance of the TruckCheck oil
analyzer. The training video will be professionally produced at our Atlanta
facility during August.

Speedco has planned a marketing loop video that will include oil analysis as a
marketing tool.

Top Source will also participate in quarterly Speedco promotions as coordinated
by Susan Dey of Shell Houston. We will also work with Speedco to participate in
periodic coupon specials to be agreed upon between the two respective companies.
Speedco has contracted a "Teleselling" group, and we will assist with a brief
script of description of the benefits of on-site oil analysis to be incorporated
into the program.

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

[ * ] CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION

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

As Top Source develops new versions of the TruckCheck oil analyzer, they will be
available to Speedco at new locations as they open, [ * ]
[ * ] .

- ------------------------------------------------------------------------------
[ * ]
- ------------------------------------------------------------------------------

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

[ * ]CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION.

- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
[ * ]
- ------------------------------------------------------------------------------

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

[ * ]CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION.

- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
SPEEDCO CORPORATE PROGRAM
- ------------------------------------------------------------------------------

The special pricing described herein is considered confidential

[ * ]CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARTELY WITH THE COMMISSION.

- ------------------------------------------------------------------------------
MASTER LEASE
- ------------------------------------------------------------------------------

Our current leasing arrangement with Speedco [ * ]
[ * ]
[ * ]

The lease is financed by Top Source and the capital outlay is considerable.
We appreciate Speedco Shell's willingness to restructure the lease to allow
us to free up working capital.

The proposed lease arrangement covers the current and planned TruckCheck oil
analyzer developments for up to thirty units. The four-year lease is structured
at [ * ]
[ * ]

[ * ]CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARTELY WITH THE COMMISSION.

The terms of this lease are financially more rewarding for Speedco and free up
capital for Top Source to expand support efforts that will in turn drive the
sample volume. The lease originally signed by Speedco has been modified to
reflect the terms described above. Two copies of the lease are enclosed for your
review. One copy has all changes from the previous Speedco Shell approved and
signed lease highlighted in red for easy identification of changes, and the
second copy is normal black typeface throughout. There are no other differences
in the two copies of the lease.

- ------------------------------------------------------------------------------
CLOSING
- ------------------------------------------------------------------------------

We hope that we have addressed the three main goals initially outlined. We
believe that the increased support and target focus of local fleets and truck
sales sites in Speedco site areas will increase per test volumes significantly.
[ * ] as a result of penetration into the Equilon group appear fair and
equitable. [ * ]
[ * ]

[ * ] . The restructuring of the lease program
provides Speedco with more profit opportunity while freeing up cash for Top
Source to invest resources in support of Speedco. We will provide the summary
reports for each of the sites to identify those sites in need of the most
immediate attention for support, and to identify the sites most likely to be
justified candidates for outright purchase in the future.

As we continue to grow the business together, there will be opportunities for
both Speedco and Top Source to share the risk and the reward afforded on-site
oil analysis. Separate from this proposal, we would like to continue dialog on
how to fairly pursue a closer relationship. Perhaps we can host our next meeting
in West Palm Beach at our corporate office and discuss how to specifically and
aggressively grow the market and jointly share the benefits.

Please contact me with any questions. We look forward to working together as our
relationship continues to grow.

Very truly yours,

/s/ Greg Brown

Greg Brown
Vice President
Sales and Marketing

copies: Jim Dudly, Ken Martin; Speedco
Will Willis, Joy Jennings Loper; Top Source

[ * ]CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARETLY WITH THE COMMISSION.

EXHIBIT 99.1

Portions of this Exhibit have been omitted and confidentially and
separately filed with the Securities and Exchange Commission with a
Request for Confidential Treatment.

The omitted portions are marked by opened and closed brackets as follows: [ * ]

<PAGE>

Exhibit 99.1
[OBJECT OMITTED]

STRATEGIC ALLIANCE,
EQUIPMENT PURCHASE,
AND
SOFTWARE LICENSE AGREEMENT

THIS STRATEGIC ALLIANCE, EQUIPMENT PURCHASE, AND SOFTWARE LICENSE
AGREEMENT (this "Agreement"), is effective November 13, 1998 between Top Source
Technologies, Inc. ("Top Source"), supplier of the MotorCheck(TM) On-Site
Analyzer (OSA), and Flying J, Inc. ("Customer" "Licensee" you" or "your")
located at 50 West 990 South, Brigham City, UT 84302, and is hereby agreed to as
follows:

1. Sale and License:
Top Source agrees to sell to Customer, and to license to Customer on a
nonexclusive basis and Customer agrees to so purchase and license from Top
Source, a minimum of [ * ] OSAs, MotorCheck(TM) On-Site Analyzers including
the Confidential Information and other proprietary technology incorporated
therein ("the OSAs"), all on the terms and conditions set forth herein. The
OSAs shall be used solely at Customer facilities operated under the "Flying
J" name, (the "Site"). The OSAs shall be used with due care solely in
accordance with any operating manual or other instructions (including any
site specifications and maintenance procedures) provided by Top Source
Technologies, Inc., and solely for the purpose(s) of testing and analyzing
("Oil Analysis") used lubrication fluids (excluding lubrication fluids for
airplanes).

2. Term:
This Agreement is effective November 13, 1998, regardless of the actual
date of signature. Top Source shall deliver to Customer the initial ten
(10) OSAs ordered by Customer as soon as reasonably possible following
receipt of the initial order but in no event shall the OSAs be delivered
later than December 31, 1998. With respect to future locations, Top Source
shall install an OSA unit within [ * ] days of notice from Customer to Top
Source. The Customer may terminate this Agreement at any time after the
purchase of the [ * ] OSAs, as provided in Section 17.
3. Price and Payment, Delivery Schedule:.
All payments with respect to any OSA purchase or consumables purchases
shall commence as follows:

[ * ] CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE
COMMISSION.

3a. Purchase Price:
The purchase price per OSA is $69,900 (see attached purchase order for
[ * ] OSA units). 3(b) The purchase price per OSA may be
adjusted to reflect any instrument changes made to render the OSA a "self
serve" unit. [ * ]
[ * ]
[ * ]

3b. Delivery Schedule:
Customer commits to purchase a minimum of 100 OSA units, and take
"cumulative" delivery on or before the following dates, unless this
Agreement is terminated after the purchase of the [ * ] OSAs as per Section
17. In the event that Customer elects not to terminate this Agreement after
purchase of * OSAs, Customer agrees to purchase an additional 90 OSAs
according to the following schedule, provided however, that Customer may,
at any time after purchase of the [ * ] OSAs and prior to placing any
order, terminate this Agreement without further liability to purchase OSAs:
ss. Minimum [ * ] OSAs by December 31, 1998 ss. Minimum [ * ] OSAs by March 31,
1999 ss. Minimum [ * ] OSAs by June 30, 1999 ss. Minimum [ * ] OSAs by August
31, 1999 ss. Minimum [ * ] OSAs by December 31, 1999 ss. Minimum [ * ] OSAs by
June 30, 2000

Nothing contained herein shall eliminate Customer's liability to pay for
OSAs as to which an order has previously been placed.

3c. Licensing Fee:
A "per sample" licensing fee of [ * ] will be charged for all samples
analyzed on
[ * ]
[ * ]
[ * ]
[ * ]
[ * ]

[ * ] CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE
COMMISSION.

[ * ]

[ * * ] CONFIDENTIAL THIS PAGE OMITTED AND FILED SEPARATELY WITH THE
COMMISSION. [ * * ]

[ * ]

[ * * ] CONFIDENTIAL THIS PAGE OMITTED AND FILED SEPARATELY WITH THE
COMMISSION. [ * * ]

[ * ] CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION.

6. Test Terms:
Customer agrees to purchase ten (10) OSA units and take delivery by
December 31, 1998. If, after a maximum of [ * ] of OSA operation, Customer
determines that the test is not successful, they may elect not to proceed
with further OSA [ * ]
[ * ]
[ * ]
[ * ]
[ * ]
[ * ]
7. Disclosure:
The terms of this agreement will remain confidential unless otherwise
required by law. All public disclosures of pending purchase orders will be
withheld until after receipt of said purchase order so as not to impact the
"strike price" of the associated warrants.

8. Ownership and Confidentiality:
8a. All right, title, and interest in the OSA (including all Confidential
Information and other proprietary technology incorporated therein) shall be
and remain vested in TOP SOURCE TECHNOLOGIES, INC., (or such other party as
may be designated by TOP SOURCE TECHNOLOGIES, INC.,), including any
improvements or modifications thereto (whether requested or suggested by
Customer or derived by reason of TOP SOURCE , INC.'s relationship with
Customer or otherwise).

8b. For so long as the purchase and license set forth in the Agreement
remain in effect and for a period of two (2) years after the termination
thereof (provided that in addition to the two (2) year period described
above in the case of a trade secret, such period shall continue for so long
as the information, matter or thing remains a trade secret unless the trade
secret was disclosed directly or indirectly by one party, through its act
or omission), and without limiting any rights or protections afforded to
either Customer or Top Source each party will maintain in strictest
confidence and safeguard as confidential the Confidential Information
(exercising at least the same degree of care such party would use in
protecting the confidentiality of its own similar information) and will not
use, disclose, duplicate, reproduce, copy or distribute any of the
Confidential Information in any manner to any person whatsoever except as
permitted by the express provisions of this Agreement. Additionally, all
parties will keep the fee terms of this agreement in confidence. [ * ]
CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION. 8c.
For purposes of this Agreement, "Confidential Information" means all
information and matters of a confidential nature, whether or not in written
form, and regardless of the media (if any) on which stored, which pertain,
or relate in any way, to the business of the respective parties (or their
parent or affiliated corporations) services, products, or business,
including trade secrets, processes, techniques, designs, specification,
drawings, know-how, show-how, technical information, technology, research
developments, inventions, engineering concepts, software operating manuals,
and improvements, modifications and enhancements to the foregoing, and the
terms of this Agreement.

8d. Notwithstanding the foregoing, either of the parties may identify the
other in any press release and other marketing materials; provided that the
party being identified shall have the right of review and approve such
materials, which approval shall not be unreasonably withheld.

9. Warranty:
TOP SOURCE REPRESENTS AND WARRANTS TO CUSTOMER THAT (A) IT IS THE OWNER OF
THE OSAs AND THE RELATED TECHNOLOGY AND INTELLECTUAL PROPERTY, AND HAS ALL
RIGHT, TITLE AND INTEREST THERETO, AND THAT THE USE THEREOF BY AND THE
LICENSE TO CUSTOMER SHALL NOT INTERFERE WITH ANY OTHER PERSON'S RIGHT AND
TITLE TO SAME (EXCEPT AS PROVIDED IN SECTION 10, BELOW); (B) ALL THE OSAs
AND ANY SUPPLIES PROVIDED BY TOP SOURCE OR ITS SUPPLIERS IN CONNECTION
THEREWITH SHALL BE FREE FROM ANY DEFECTS; AND (C) ALL SUCH MATERIALS,
INCLUDING THE OSAs, SHALL PERFORM THE FUNCTIONS FOR WHICH THEY ARE
INTENDED. EXCEPT AS PROVIDED IN SECTIONS 8 (A), (B), AND (C). TOP SOURCE
DISCLAIMS ANY WARRANTIES OF ANY NATURE WHETHER EXPRESS, WRITTEN, ORAL,
IMPLIED OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY
OR FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTIES UNDER ARTICLE 2 OF
THE UNIFORM COMMERCIAL CODE.

10. Consequential Damages and Exclusive Remedy:
10a. EXCEPT WITH RESPECT TO A BREACH OF THE EXPRESS WARRANTIES CONTAINED IN
THIS AGREEMENT, NEITHER OF THE PARTIES SHALL BE LIABLE UNDER ANY
CIRCUMSTANCES TO THE OTHER FOR ANY CONSEQUENTIAL, SPECIAL, EXEMPLARY,
INDIRECT, INCIDENTAL OR COLLATERAL DAMAGES OF ANY NATURE WHATSOEVER IN
CONNECTION WITH THE SUBJECT MATTER OF THIS AGREEMENT, EVEN IF ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES, REGARDLESS OF WHETHER BASED IN TORT OR IN
CONTRACT.

10b. Top Source shall indemnify and hold Customer harmless from any loss or
damage, including attorneys fees, resulting from a breach of the express
warranties contained in this Agreement, and for any other act or omission
of Top Source, its agents or employees. Top Source shall name and keep
Customer as an additional insured on its general liability coverage with
respect to such indemnity rights, and as Customer's interests otherwise
appear.

10c. Customer shall indemnify and hold Top Source harmless from any loss or
damage, including attorneys fees, resulting from a breach of the express
warranties of Customer contained in this Agreement, and for any other act
or omission of Customer, its agents or employees. Customer shall name and
keep Top Source as an additional insured on its general liability coverage
with respect to such indemnity rights, and as Top Source's interests
otherwise appear.

11. Operating Requirements:
Customer (for and on behalf of itself and its officers, employees, agents
and representatives) agrees:

11a. Not to unpack, break the seal on or open any boxes or containers
shipped to it by TOP SOURCE, (or the manufacturer of the OSA) without the
direct authorization or supervision of Top Source (or persons designated by
Top Source). Customer further shall not open the cabinet, covers,
inspection doors or other enclosure containing the components of the OSA,
attempt any repair, adjustment or modification of the OSA, except as
authorized by Top Source disassemble, decompile, reverse engineer,
interrogate, decode or otherwise tamper with the OSA or any software
related thereto (or attempt to derive any source code or algorithms from
such software);

11b. Not to move or relocate the OSA from the site of original
installation at the locations set forth above

11c. Not to remove, alter or obscure any markings or labels which are
affixed to the OSA at the time of installation or subsequently placed
thereon by Top Source; provided such were first approved by Customer;

11d. To ensure that any person who operates any non-self serve OSA has been
trained by Top Source (or persons previously trained or designated by Top
Source);

11e. To pay all taxes (including sales, use and excise taxes) which may be
imposed by any taxing authority on the OSA or on the amounts paid by
Customer hereunder or as a result of this Agreement;

11f. To allow Top Source and its agents, representatives and employees
reasonable access to Customer's facility to inspect the OSA upon reasonable
notice from Top Source;

11g. To properly dispose of all fluids and solvents used in connection with
or in any way relating to the OSA in compliance with all applicable laws,
rules and regulations;

11h. To maintain a safe site for the OSA including keeping all flammable
gases, petrochemical fluids, solvents and other substances outside the
proximity (generally not within 25 feet) of the OSA except to the absolute
minimum extent then being used in the operation thereof;

11i. Customer may use the service marks appearing on the OSA and the
reports solely for the purpose of delivering Oil Analysis using the OSA.
Customer agrees to protect and not to infringe on all the trademarks and
copyrights owned by Top Source and its affiliate companies, including the
Oil Lab 2100 trademark, the Detect trademark, the name On-Site Analysis,
Inc., or the trade names MotorCheck(TM), or TruckCheck(TM).

12. Covenants of Top Source:
During the term of this Agreement, Top Source represents, warrants and
covenants that it shall: (a) train such personnel of Customer as Customer
deems appropriate to operate the OSA at Customer's location and at no cost
to Customer, such training to be limited to three (3) employees per
location during the first calendar week following the installation of each
OSA; and (b) defend Customer's right to use the OSAs and related supplies
and consumables, as provided in this Agreement, if challenged by a third
party.

13. Assignment:
Customer shall not assign, transfer, pledge, sublicense or sublease the OSA
(including any software incorporated therein) or any right, interest or
license it may have pursuant to this Agreement without the prior written
consent of Top Source, which consent shall not be unreasonably withheld.

14. Sublicense:
Certain components and proprietary technology of the OSA licensed hereunder
may constitute a sublicense by Top Source from a third party owner,
developer or manufacturer. Customer agrees to take such actions and execute
such documents as Top Source reasonably may request on behalf of such third
party in connection with such sublicense. No separate or additional payment
from Customer shall be required to be made by Customer in connection with
any such sublicense.

15. Acknowledgments:
In signing this Agreement, Customer acknowledges that Customer; has
reviewed this Agreement, in its entirety; has independently assessed the
market and/or risks associated with OSA operations and, except as provided
in Section 9, above, is not relying on any representations or warranties
from Top Source; including representation concerning profits, income, or
success; sales revenue from OSA, if any, shall produce no more than 20% of
Customer's total sales revenue for related business services, and Customer
is already engaged in the truck stop service business.

16. Default and Remedies:
16a. Customer is in default under this agreement if any of the following
occur: a) failure to make payment b) breach of this agreement and c)
Customer becomes insolvent or bankrupt. If Customer is in default under
this Agreement, Top Source may do any or all of the following: a) terminate
the agreement b) take possession of the OSAs not yet paid for by any manner
permitted by law c) seek payment for any money owed to Top Source and d)
pursue any other right to remedy permitted by law or in equity.

16b. Top Source is in default under this Agreement if any of the following
occur: a) any warranty contained in this Agreement is untrue or misleading;
b) Top Source fails to provide any product or service under this Agreement;
c) Top Source otherwise breaches this Agreement; or d) Top Source becomes
insolvent or bankrupt. If Top Source is in default under this Agreement,
Customer may do any or all of the following: a) terminate this Agreement,
without cost or penalty of any kind; b) cease any and all payments to Top
Source, except those due and owing as of the date of termination; and c)
pursue any other right or remedy permitted by law or equity. Further, if
Top Source is in default as a result of 16B(d), Customer has the right to
utilize the OSA technology and produce OSAs for their own use. Top Source
creditors will be entitled to all fees due Top Source as per this
agreement.

17. Voluntary Termination:
The Customer may terminate this agreement after the purchase of ten (10)
OSA units as per Sections 2 and 3.

18. Future Technology:
Top Source agrees to provide Customer with [ * ]
[ * ]
Further, with the purchase of ten (10) OSA units, Top Source will begin
immediately to work with Customer to develop OSA modifications to allow for
the OSA to operate in a "self serve" environment as per Section 3a.

19. Miscellaneous:
This Agreement shall be governed by and construed and enforced in
accordance with and subject to the laws of the State of Florida. This
Agreement contains the entire Agreement between the parties hereto and
supersedes all prior and contemporaneous agreements, purchase orders,
arrangements, negotiations and understandings between the parties hereto
relating to the subject matter hereof. No waiver of any term, provision or
condition of this Agreement, whether by conduct or otherwise, in any one or
more instances, shall be deemed to be, or shall constitute, a waiver of any
other provision hereof, whether or not similar, nor shall such waiver
constitute a continuing waiver, and no waiver shall be binding unless
executed in writing by the party making the waiver. Failure or delay of
either party to insist upon compliance with any provision hereof will not
operate and is not to be construed as a waiver or amendment of the
provision or the right of the aggrieved party to insist upon compliance
with such provision or take remedial steps to recover damages or other
relief for noncompliance. No provision of this Agreement may be altered,
amended, revoked or waived except by an instrument signed by both parties,
For purposes of this Agreement, the term "including" shall mean "including,
but not limited to." The unenforceability or invalidity of any provision or
provisions of this Agreement shall not render any other provision or
provisions herein contained unenforceable or invalid. If any action at law
or in equity is necessary to enforce or interpret the terms of this
Agreement or collect any amount due hereunder, the prevailing party shall
be entitled to reasonable attorneys' fees, costs and necessary
disbursements in addition to any other relief to which such party may be
entitled. Except as expressly provided in this Agreement, the rights and
remedies of the parties under this Agreement are in addition to all other
rights and remedies at law or equity that they may have against each other.
This Agreement shall be deemed to have been executed at Top Source's
executive offices in Palm Beach Gardens, Florida. The courts of the States
of Florida and Utah shall have exclusive jurisdiction over any cause or
controversy arising out of the terms of this Agreement or between the
parties as a result of any act taken or failure to act not taken by any
party pursuant to this Agreement. Venue shall be in the federal or state
court located in either Palm Beach County, Florida, or Box Elder County,
Utah, which venue shall be selected by the party initiating the action.

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as
of the 13th day of November, 1998.

TOP SOURCE TECHNOLOGIES, INC. CUSTOMER
7108 Fairway Drive Flying J, Inc.
Suite 200 50 West 990 South
Palm Beach Gardens, FL 33418 P.O. Box 678
Brigham City, UT 84302

By: /s/ William C. Willis, Jr. By: /s/
Title:Chairman & CEO Title: Vice President

<PAGE>

EXHIBIT 99.4

Portions of this Exhibit have been omitted and confidentially and separately
filed with the Securities and Exchange Commission with a Request for
Confidential Treatment

The omitted portions are marked by opened and closed brackets as follows:
<PAGE>

EXHIBIT 99.4

DISTRIBUTION AGREEMENT

THIS DISTRIBUTION AGREEMENT (the "Agreement") is made as of the 12th day of
March, 1999, by and between SPX CORPORATION, a Delaware corporation with its
office at 28635 Mound Road, Warren, Michigan 48092-3499 ("Distributor"), and Top
Source Technologies, Inc., a Delaware corporation with its office at 7108
Fairway Drive, Suite 200, Palm Beach Gardens, Florida 33418 ("TPS").

RECITALS:

A. TPS is in the business of assembling and selling the MotorCheck(TM)
On-Site Oil Analyzer that performs on-site engine oil analysis (the "Product").

B. Distributor has an established marketing network, including the
publication of product catalogs, and a customer base through which the Product
may be distributed, and has developed substantial goodwill with its customers;
and

C. TPS and Distributor wish to enter into an agreement for the
marketing, distribution and sale of the Product by Distributor upon the terms
and conditions contained in this Agreement.

TERMS:

NOW, THEREFORE, in consideration of the covenants and conditions set
forth in this Agreement, and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties agree as
follows:

1. Recitals. The foregoing recitals are incorporated into, and
made a part of, this Agreement.

2. Appointment. TPS grants to Distributor the exclusive right to
market, distribute and sell the Product in the markets described in Schedule A
attached to this Agreement in the United States and Canada (the "Territory");
provided, however, that TPS reserves the right to sell the Product directly to
any end-user. Distributor accepts this appointment and agrees to act in such
capacity pursuant to the terms and conditions of this Agreement. For purposes of
this Agreement, "Customer" shall mean any person in the Territory to whom
Distributor markets, distributes and sell Product including, without limitation,
Distributor's existing customers.

3. Duties of Distributor. Distributor shall perform the following
duties: (a) Distributor shall include the Product in one or more of
Distributor's equipment catalogs; (b) Distributor shall assist TPS in marketing
the Product as specifically provided in this Agreement; and (c) Distributor
shall accept orders from Customers, transmit such orders to TPS as provided in
this Agreement and pay for the Product.

4. Marketing and Promotion. TPS shall provide Distributor with
camera-ready photography, literature and other written information concerning
the Product as requested by Distributor to assist Distributor in the marketing,
distribution and sale of the Product. In addition, the parties shall engage in
the marketing and promotional activities described in Schedule B attached to
this Agreement.

5. Sales Goals. Distributor shall attempt to meet the sales goals set
forth in Schedule C attached to this Agreement (the "Sales Goals"). In the event
Distributor does not attain the Sales Goals set forth in Schedule C, TPS may
revoke Distributor's exclusive right to market, distribute and sell the Product
in the Territory. The parties agree that Distributor's loss of its exclusive
distributorship shall be sole remedy available to TPS in the event that
Distributor does not attain the Sales Goals, but this Agreement shall otherwise
continue in full force and effect.

6. Product. Distributor may, in its sole discretion, purchase the
Product from TPS for the purposes of maintaining an inventory of the Product.
However, in no event shall Distributor be obligated to maintain an inventory or
take possession of or title to the Product.

7. Prices. The price to Distributor for the Product is listed in
Schedule D. Such price does not include delivery costs. While Distributor may
consider TPS's suggested retail prices, the parties agree that Distributor has
the exclusive right to establish the retail price at which the Product shall be
sold to the Customers.

8. Taxes. Any duty, sales tax, tariff, GST or other charge required to
be collected by Distributor pursuant to any federal, state, provincial,
municipal or local law, now in effect or enacted after the date of this
Agreement, with respect to the sale or delivery of the Product shall be added to
the price provided for in Schedule D by Distributor and shall be paid by
Distributor to the appropriate authority.

9. Purchase, Delivery and Payment Terms. The parties shall comply with
the purchase, delivery and payment terms and procedures set forth in Schedule E
attached to this Agreement.

10. Interruption of Deliveries. In the event that TPS's shipment of
Product to a Customer is delayed for any reason, TPS shall give immediate
written notice to Distributor of the delay, which written notice shall include
the reason for the delay and the anticipated date of delivery of the Product to
the Customer. Upon receiving such a notice of delay, Distributor shall have the
right to cancel the order for the delayed Product.

11. Risk of Loss. TPS shall be responsible for any and all risk of loss
until the Product is delivered to the Customer's designated facility.

12. Training. TPS shall provide training to Customers as set forth in
Schedule F attached to this Agreement.

13.

[ * ] CONFIDENTIAL PORTIONS OMMITTED AND FILED SEPARATELY WITH THE COMMISSION.

14. Product Returns. The parties agree that the procedures set forth in
Schedule G attached to this Agreement shall be applicable to Product returned to
Distributor or TPS by a Customer.

15. Product Warranty. TPS shall provide to Customers the warranty for
the Product as set forth in Schedule H attached to this Agreement which shall be
no less than one (1) year in duration. TPS agrees that its warranty shall not be
affected by any act or omission of Distributor. THE PARTIES AGREE THAT
DISTRIBUTOR SHALL MAKE NO WARRANTY, EXPRESSED OR IMPLIED, CONCERNING PRODUCT OR
SERVICING OF PRODUCT, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS OF A
PARTICULAR PURPOSE. Distributor shall have no liability to TPS or any Customer
for warranty claims. TPS shall also make available to Customers the service
plans, extended warranties and other similar programs as set forth in Schedule
H.

16. Intellectual Property. TPS represents and warrants that it has the
exclusive Right to all Intellectual Property (as defined below) incorporated in
the Product TPS grants to Distributor a non-exclusive, fully-paid up license to
use TPS's trademarks, trade names, brand names, and other product
identifications used by TPS with respect to the Product (the "Intellectual
Property") solely in furtherance of Distributor's efforts to market, distribute
and sell the Product. Such license shall terminate immediately upon termination
of this Agreement. The Intellectual Property shall, at all times, remain the
property of TPS, and Distributor shall acquire no property interest or ownership
in the Intellectual Property by virtue of this Agreement.

17. Remedies. TPS agrees that TPS, or any employee, representative or
agent of TPS, shall not take any action (including the refusal to accept an
order initiated by Distributor) which may result in a Customer terminating any
order placed with Distributor and purchasing substantially similar Product
directly from TPS, or any employee, representative or agent of TPS. In the event
that TPS, or any employee, representative or agent of TPS, breaches the
foregoing covenant, TPS shall pay to Distributor upon demand in cash an amount
equal to the profits Distributor would have earned if Distributor had
consummated the terminated transactions.

18. Termination. This Agreement may be terminated as follows:

(a) [ * ]

(b) By either party upon a breach of the other party's
obligations under this Agreement, provided that the non-breaching party has
given written notice of such breach to the breaching party and, further, that
such breach has not been cured within [ * ] of the breaching party's receipt of
such written notice; or

(c)

[* ] CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION.

Upon termination of this Agreement: (i) TPS's obligation to ship Product for
which Distributor has placed orders with TPS prior to the termination of this
Agreement shall not be affected; and (ii) Distributor shall cease to be the
TPS's exclusive distributor for the Product.

[ * ] CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION.

19. Insurance. TPS agrees to maintain commercial liability insurance,
including product liability coverage, which shall name both TPS and Distributor
as insured parties against claims for bodily injuries or death and property
damage occurring from use of the Product, such insurance to afford coverage of
not less than Five Hundred Thousand Dollars ($500,000) with respect to bodily
injury or death per occurrence and One Million Dollars ($1,000,000) in the
aggregate, and Five Hundred Thousand Dollars ($500,000) for property damage per
occurrence. TPS shall furnish Distributor with a copy of certificates of
coverage, which shall contain an obligation of the carrier to notify Distributor
at least thirty (30) days in advance of any cancellation or non-renewal of the
policy. The insurance policy shall contain a provision stating that no act or
omission of either TPS or Distributor shall affect or limit the obligation of
the insurance company to pay the amount for any losses sustained. TPS shall not
cancel or change the policy except upon thirty (30) days' prior written notice
to Distributor.

20. Indemnification. TPS, its successors and assigns shall defend,
indemnify and hold harmless Distributor, and Distributor's agents, employees,
officers, directors, successors and assigns, from and against any and all
damages, liabilities, losses, claims, obligations, liens, injuries, demands,
causes of action of any nature, penalties, fines, judgments, costs or expenses
(including, without limitation, attorneys' fees) of any kind or nature, whether
based upon breach of contract, breach of warranty, tort, strict liability,
negligence or otherwise, arising out of or relating to: (a) any act or omission
of TPS or its employees, representatives or agents; (b) any failure on the part
of TPS to perform or comply with any of the terms or conditions contained in
this Agreement, including without limitation any breach by TPS of any covenant
or warranty set forth in this Agreement; (c) the design, manufacture, assembly,
possession, use, installation, alteration, repair, maintenance, ownership,
delivery, removal or return of any Product, or any machinery or equipment of
which a Product is a component; or (d) infringement of any patent, trademark,
service mark, copyright or other Intellectual Property of any third party
applicable to any of the Product furnished by TPS to Distributor or its Customer
pursuant to this Agreement. The indemnities and assumptions of liabilities and
obligations provided in this Section shall continue in full force and effect,
even after the termination of this Agreement.

21. Additional Remedies. The remedies set forth in this Agreement are
non-exclusive and in addition to all other remedies available.

22. Relationship of Parties. The relationship between Distributor and
TPS is that of buyer and seller. Distributor, including its agents and
employees, shall be regarded as an independent contractor. This Agreement does
not authorize TPS or Distributor to be the agent or the legal representative of
the other for any purpose. Neither Distributor nor TPS is granted any right or
authority to assume or to create any obligation or responsibility, express or
implied, on behalf of or in the name of the other party or to bind the other
party in any manner.

23. Non-Assignability. Neither party shall assign, sublet or transfer
this Agreement or any rights hereunder, directly or indirectly, without the
written consent of the other party. Any attempted assignment, transfer or
subletting in violation of this Section is void and without effect.

24. Entire Agreement. Both parties acknowledge and agree that there are
no oral or other agreements or understandings between them affecting this
Agreement, and that this Agreement and the Schedules attached to this Agreement
contain the entire understanding and agreement between the parties with respect
to the subject matter of this Agreement and cannot be amended, modified or
supplemented in any respect except by a subsequent written agreement entered
into by both parties.

25. Conflict. In the event of any conflict between the terms of this
Agreement and the terms of any Schedules attached to this Agreement, the terms
of this Agreement shall govern.

26. Notices. Any notice required or permitted to be given under this
Agreement must be in writing and is effective as of the business day after it is
sent by a nationally recognized overnight delivery service. Any communication
given in any other manner shall be effective only if and when received by the
parties to be notified. For purposes of this Section, the addresses of the
parties shall be as set forth in the first paragraph of this Agreement. Any
party may change the address to which such communication are to be sent by
notice to the other party as provided in this Agreement.

27. Waiver. Failure of Distributor to insist in any one or more
instances upon performance of any of the terms, covenants or conditions of this
Agreement shall not be construed as a waiver of future performance of any such
term, covenant or condition, and the obligations of TPS with respect to any such
term, covenant or condition shall continue in full force and effect.

28. Governing Law; Forum. This Agreement is a contract made under, and
shall be governed by and construed in accordance with, the laws of the State of
Michigan without regard to its choice of law principles. Each of the parties
agrees that any legal or equitable action or proceeding with the respect to this
Agreement or entered into in connection with this Agreement or transactions
contemplated by this Agreement shall be brought only in any court of the State
of Michigan, or in any court of the United States of America sitting in
Michigan, and each of the parties submits to and accepts generally and
unconditionally the jurisdiction of those courts with respect to such party's
person and property, and irrevocably consents to the service of process in
connection with any such action or proceeding by personal delivery to each party
at such party's address as set forth above, or in the manner set forth in
Section 28 of this Agreement. Nothing in this Section shall affect the right on
any party to serve process in any other manner permitted by law. Each party
irrevocably waives any objection to the laying of venue of any such action or
proceeding in the above-described courts.

29. Headings. The section headings contained in this Agreement are to
be used solely for convenience and are not to be used in construing or
interpreting this Agreement.

30.Severability. In the event that one or more clauses of this
Agreement are found to be unenforceable, illegal or contrary to public
policy by a court of competent jurisdiction, the remainder of this
Agreement shall remain in full force and effect except for the
unenforceable, illegal or other provisions.

31. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed to be an original, but all of which
taken together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the day and year first above written.

SPX CORPORATION

_/s/ Carol Boyer______________________
By: Carl Boyer
Its: Program Manager

TOP SOURCE TECHNOLOGIES, INC.

_/s/David Natan____________________
By: David Natan
Its: Vice President and CFO
Attached Schedules:
Schedule A - Markets
Schedule B - Marketing and Promotion Schedule C - Sales Goals Schedule
D - Price Schedule E - Purchase, Delivery and Payment Terms Schedule F
- Training Schedule G - Returns Schedule H - Warranty

SCHEDULE A

Markets

[ * ] CONFINDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION.

SCHEDULE B

Marketing and Promotion

Private Label. Distributor may, in its sole discretion, market and sell the
Product under the names Kent-Moore, SPX, or any other trade name of
Distributor.

[ * ] CONFIDENTIAL PORTIONS OMITTED AND FILED WITH THE COMMISSION.

Advertising. The parties may, from time to time, mutually agree to advertise the
Product in trade journals, printed brochures or by other means. The parties
shall divide the cost of advertising as mutually agreed in writing by the
parties prior to incurring such costs.

Trade Shows. The parties may mutually agree to participate in trade shows,
with the costs to participate in such shows to be borne proportionately by the
parties.

Sales Calls and Seminars. The parties may, from time to time, mutually agree to
make joint sales calls, presentations or seminars regarding the Product. Each
party will be responsible for the costs it incurs in supplying personnel for
such activities, including but not limited to travel expenses, lodging, and
meals. The parties shall mutually bear collective costs for such promotional
activities, such as the costs incurred in preparing materials for and making
presentations or seminars, including but not limited to printing of materials,
equipment rental, and rental of facility space.

<PAGE>

SCHEDULE C

Sales Goals

[ * ] CONFIDENTIAL PORTIONS OMMITTED AND FILED SEPARATELY WITH THE COMMISSION.

<PAGE>

SCHEDULE D

Price

The price to Distributor for the Product shall be [ * ]; however, TPS
reserves the right to increase the price upon [ * ] days prior written notice to
Distributor. The parties may, from time to time, negotiate volume or promotional
discounts on orders placed by Distributor.

[ * ] CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION.

<PAGE>

SCHEDULE E

Purchase, Delivery and Payment Terms

In addition to the parties' obligations set forth in the Agreement, the
following terms and procedures shall be applicable to the parties with respect
to the purchase and delivery of, and payment for, the Product:

A. Upon receipt of orders for the Product from a Customer, Distributor
shall promptly transmit such orders to TPS.

B. TPS shall ship the Product from its manufacturing facility
directly to the Customer's designated facility F.O.B. TPS's
facility, no later than the date set forth in TPS's quote. The
Product shall be shipped to Customer's designated facility in
the manner determined by TPS. The freight terms shall be
"prepay and add." TPS will prepay the outbound freight from
its facility, advise the Customer and Distributor of the
freight cost, and pass such cost through to Distributor.

C. Distributor shall be responsible for collecting the purchase price
of Product from its Customers. The foregoing notwithstanding, Distributor shall
pay TPS the purchase price for Product sold to a Customer net [ * ] days from
the date of the invoice. In no event shall Distributor be liable for payment for
Product before the Product has been accepted by the Customer pursuant to the
provisions of the Uniform Commercial Code as enacted by the State of Michigan
(MCL 440.1101 et. seq.).

[ * ] CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION.
<PAGE>

SCHEDULE F

Training

TPS shall, at no cost to Customer, train such personnel of Customer as
Customer deems appropriate to operate the Product. Such training shall occur at
Customer's location during the first calendar week following installation of the
Product, provided that Customer has [ * ] employees per location to be trained.
Any additional training will be at Customer's expense, at a rate of [ * ] per
day plus all associated out-of-pocket expenses.

[ * ] CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION.

<PAGE>

SCHEDULE G

Returns

A defective Product may be returned directly to TPS by a Customer upon
prior approval and the obtaining by Customer of a return merchandise
authorization number. Freight charges for authorized returns shall be paid by
TPS. Defective Products will promptly repaired or replaced by TPS, in its
reasonable discretion.

<PAGE>

SCHEDULE H

Warranty

TOP SOURCE REPRESENTS AND WARRANTS TO CUSTOMER THAT (A) IT IS THE OWNER
OF THE OSAs AND THE RELATED TECHNOLOGY AND INTELLECTUAL PROPERTY, AND HAS
ALL RIGHT, TITLE AND INTEREST THERETO, AND THAT THE USE THEREOF BY AND THE
LICENSE TO CUSTOMER SHALL NOT INTERFERE WITH ANY OTHER PERSON'S RIGHT AND
TITLE TO SAME; (B) ALL THE OSAs AND ANY SUPPLIES PROVIDED BY TOP SOURCE OR
ITS SUPPLIERS IN CONNECTION THEREWITH SHALL BE FREE FROM ANY DEFECTS; AND
(C) ALL SUCH MATERIALS, INCLUDING THE OSAs, SHALL PERFORM THE FUNCTIONS FOR
WHICH THEY ARE INTENDED. TOP SOURCE DISCLAIMS ANY WARRANTIES OF ANY NATURE
WHETHER EXPRESS, WRITTEN, ORAL, IMPLIED OR STATUTORY, INCLUDING ANY IMPLIED
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ANY
WARRANTIES UNDER ARTICLE 2 OF THE UNIFORM COMMERCIAL CODE.

The OSA-IIs shall be used with due care solely in accordance with any
operating manual or other instructions (including any site specifications
and maintenance procedures) provided by Top Source Technologies, Inc., and
solely for the purpose(s) of testing and analyzing ("Oil Analysis") used
lubrication fluids (excluding lubrication fluids for airplanes).

This warranty is null and void if any of the following requirements are
not complied to:

Customer (for and on behalf of itself and its officers, employees,
agents and representatives) agrees:

a. Not to unpack, break the seal on or open any boxes or containers
shipped to it by TOP SOURCE, (or the manufacturer of the OSA) without
the direct authorization or supervision of Top Source (or persons
designated by Top Source). Customer further shall not open the cabinet,
covers, inspection doors or other enclosure containing the components
of the OSA, attempt any repair, adjustment or modification of the OSA,
except as authorized by Top Source disassemble, decompile, reverse
engineer,

<PAGE>

SCHEDULE H - Warranty (Page 2)

interrogate, decode or otherwise tamper with the OSA or any software
related thereto (or attempt to derive any source code or algorithms from
such software);

b. Not to move or relocate the OSA from the site of original installation at
the locations set forth above

c. Not to remove, alter or obscure any markings or labels which are affixed to
the OSA at the time of installation or subsequently placed thereon by Top
Source; provided such were first approved by Customer;

d. To ensure that any person who operates any OSA has been trained by Top
Source (or persons previously trained or designated by Top Source);

e. To properly dispose of all fluids and solvents used in connection with or
in any way relating to the OSA in compliance with all applicable laws,
rules and regulations;

f. To maintain a safe site for the OSA including keeping all flammable gases,
petrochemical fluids, solvents and other substances outside the proximity
(generally not within 25 feet) of the OSA except to the absolute minimum
extent then being used in the operation thereof;

g. Customer may use the service marks appearing on the OSA and the reports
solely for the purpose of delivering Oil Analysis using the OSA. Customer
agrees to protect and not to infringe on all the trademarks and copyrights
owned by Top Source and its affiliate companies, including the Oil Lab 2100
trademark, the name or the trade names MotorCheck(TM), or TruckCheck(TM).

EXHIBIT 99.5

Portions of this Exhibit have been omitted and confidentially and separately
filed with the Securities and Exchange Commission with a Request for
Confidential Treatment.

The omitted portions are marked by opened and closed brackets as follows: [ * ]

STRATEGIC ALLIANCE AND SOFTWARE LICENSE AGREEMENT

THIS STRATEGIC ALLIANCE AND SOFTWARE LICENSE AGREEMENT (the "Agreement") is
entered into as of this 16th day of February, 1999, by and among Top Source
Instruments, Inc. ("TSI") and Staveley Services, North America, CTC Analytical
Services, Inc. and Conam Inspection, Inc. (collectively "CTC").

WHEREAS, the Company assembles, markets and sells a proprietary on-site
oil analysis instrument known as the OSA-II which is capable of analyzing used
petroleum products and lubrication fluids, both as part of an oil analysis
laboratory process and directly at the site of end users;

WHEREAS, CTC is engaged in the business of supplying traditional
oil analysis laboratory services; and

WHEREAS, CTC wishes to acquire or lease certain OSA-II units for usage
within CTC's oil analysis laboratories and for establishing one or more
Mini-Labs, as defined, and to market and sell OSA-IIs to their customers in
various industrial and other markets as provided by this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained
herein, the parties agree as follows:

1. Appointment as Exclusive Marketing and Sales Representative. TSI
appoints CTC as its exclusive marketing and sales representative to sell and
lease OSA-II to customers which comprise the [ * ]. As used in this Agreement,
the term " [ * ] " shall mean customers engaged in the following lines of
business in the United States:

o [ * ]
o [ * ]
o [ * ]
o [ * ]
o [ * ]
o [ * ]
o [ * ]
o [ * ]

[ * ] CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION.

2. Minimum Sales Requirements. In order to maintain the exclusive
marketing and sales rights provided by this Agreement for the [ * ] , CTC must
sell and/or lease a minimum of [ * ] to customers in the Industrial Market
during the [ * ] period ending on [ * ] . Thereafter, CTC must sell and/or lease
a minimum of [ * ] to customers in [ * ] during each previous [ * ] period
measured by the last day of a particular calendar month commencing [ * ] . If at
the end of any calendar month thereafter, CTC has not sold and/or leased *
OSA-IIs during the previous [* ] months, its right to market and sale OSA-IIs to
the [ * ] shall become non-exclusive.

3. Marketing and Sale to Selected CTC Customers. In addition to the
exclusive right to market and sell to the [ * ] as provided above, CTC shall
have the exclusive rights to market and sell OSA-IIs to its customers provided
on Schedule 3 of this Agreement (the "Schedule 3 Customers") subject to the
following limitations. CTC must schedule appointments among CTC and TSI sales
representatives and persons with decision making authority of each of the
Schedule 3 Customers within [ * ] from the date of this Agreement. To the extent
that CTC has scheduled such appointments, it shall retain such exclusive
authority for such Schedule 3 Customers. To the extent that it fails to do so,
it shall lose the exclusive right to sell and market OSA-IIs to such Schedule 3
Customers. Subject to losing the foregoing exclusive marketing and sales rights
as provided above, CTC shall maintain such exclusive rights for all Schedule 3
Customers until the later of (i) [ * ] from the date of this Agreement, or (ii)
[ * ] during which any enumerated Schedule 3 Customer purchases and/or leases no
OSA-II units in which event the exclusive rights shall lapse only for applicable
Schedule 3 Customers.

4. Payment of Sales Commissions. For all sales and leases of OSA-IIs to
customers in the [ * ] and to Schedule 3 Customers, TSI shall pay to CTC a
commission equal to [ * ] of the net sales price or [ * ] of the net lease
proceeds (both excluding taxes, shipping, installation and training charges).
All payments of commissions and fees due CTC under Section 11 hereof shall be
made to CTC on [ * ] following receipt of payment by TSI.

5. Sale of OSA-IIs to CTC. In addition to the marketing and sales
rights granted to CTC by this Agreement, TSI shall sell to CTC for their
exclusive use, a minimum of [* ] OSA-IIs on or before [ * ] and such additional
number of OSA-IIs as may be ordered from time-to-time by CTC pursuant to
purchase orders on the form contained on Schedule 5 to this Agreement provided
CTC determines the units are commercially advantageous to CTC. The parties
understand that CTC will purchase the units provided that 1) [ * ]
[ * ]
[ * ].

6. Selling Price. For all OSA-IIs sold directly by TSI to CTC pursuant
to this Agreement, CTC shall pay TSI its list price as such price may change
from time to time. For the first [ * ] basic OSA-IIs units, the list price is
$69,900 per instrument. No portion of this sum shall

[ * ] CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION.

be refundable. CTC acknowledges that changes to the basic OSA-II unit will
result in additional charges. All OSA-IIs will be shipped to sites selected by
CTC F.O.B. Atlanta, Georgia, and payment will be due to TSI within 30 days from
the date of shipment. TSI warrants that the list price to be paid by CTC less
any credits issued to CTC under Section 11 of this Agreement will be no greater
than the most discounted price offered by TSI to others not a party of this
Agreement (excluding distributors or others which purchase units for resale) for
similar units. This warranty shall not be retroactive to cover units that have
been shipped by TSI.

7. Test of OSA-IIs; Option to Terminate Agreement. As soon as
practicable following the date of this Agreement, TSI shall ship at its cost an
OSA-II unit to CTC's laboratory located in Atlanta, Georgia. For a period of 60
days following receipt of the OSA-II, CTC may evaluate the instrument for
technical performance in the CTC laboratories. During the 60-day trial period,
CTC may give notice to TSI that it wishes to discontinue the test and terminate
this Agreement in which case all of CTC's obligations to purchase OSA-IIs and
market and sell OSA-IIs shall be terminated and all of the benefits provided to
CTC including the exclusive right to market and sell shall be null and void. In
such case, CTC at its cost shall return to TSI's offices in Atlanta the OSA-II
it was testing and TSI shall return to CTC at TSI's cost, to a location to be
determined by CTC, the OSA-I instrument previously returned by CTC.
Notwithstanding the fact that CTC shall have no obligation to pay for the unit
it is testing unless and until it takes delivery of the five units (of which the
test unit shall be one unit). Additionally, within [* ] days of receipt CTC
shall pay TSI for all consumables sent by TSI to CTC for the purpose of
providing oil analysis services with the OSA-II. Such payments shall be due
notwithstanding termination of this Agreement.

8. Sale and Marketing of OSA-IIs Outside the United States.

(a) For a period of [ * ] months following execution of this
Agreement, unless terminated as provided by this Agreement, CTC may
purchase OSA-IIs from TSI at the prices provided by this Agreement for
delivery to its laboratories outside the United States.

(b) [ * ]

[ * ]

[ * ] CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARTELY WITH THE COMMISSION.

9. Establishment of Mini-Labs. TSI grants to CTC the exclusive right
(subject to Section 10) to operate Mini-Labs, as defined, in the United States
using the OSA-II as provided below. As used in this Agreement, the phrase
"Mini-Labs" means an oil analysis laboratory owned or leased by CTC and operated
with CTC employees which performs oil analysis for multiple customers using only
the OSA-II as its primary oil analysis instrument.

(a) The OSA-IIs to be utilized by CTC will be
purchased by it at the same cost provided in Section 6 of this Agreement.

(b) The exclusive rights granted to CTC are subject to it
opening [ * ] Mini-Lab within [ * ] from the date of this Agreement and
[ * ] thereafter over the next [ * ] . In order to maintain this
exclusive right, each of these Mini-Labs shall be open for business at
least 40 hours per week and CTC shall be exercising its best efforts to
market and advertise the availability of such Mini-Labs to potential
customers.

10. Exceptions to Exclusive Rights. In addition to the provisions
contained in this Agreement relating to exclusivity, CTC's exclusive rights do
not preclude TSI or its affiliates from entering into agreements to market and
sell OSA-IIs and operate Mini-Labs with [ * ] [ * ] or their affiliates or
entering into any joint venture or strategic alliance with any of the [* ]
foregoing corporations or their affiliates. CTC shall have no right to or
interest in any of the foregoing potential transactions.

11. [ * ]

[ * ]

[ * ] CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION.

12. Duties and Responsibilities. In addition to any duties and
responsibilities set forth in other parts of this Agreement, the following
duties and responsibilities shall apply to TSI and CTC, as appropriate.

(a) Duties and Responsibilities of TSI.

(1) TSI SHALL ASSEMBLE AND SHIP OSA-IIS TO CTC AND TO
CTC'S CUSTOMERS WHICH SHALL CONFORM TO THE SPECIFICATIONS OF
TSI'S WRITTEN PROPOSAL OR QUOTATION DOCUMENT TO THE CTC
CUSTOMERS. THE OSA-IIS SHALL EACH BE FREE FROM DEFECTS IN
WORKMANSHIP AND MATERIAL FOR A PERIOD OF [ * ] MONTHS
FOLLOWING RECEIPT OF THE OSA-II BY CTC OR ITS CUSTOMERS, AS
APPLICABLE (THE "WARRANTY"). EXCEPT AS PROVIDED IN THIS
SECTION 12(A), TSI EXPRESSLY DISCLAIMS ANY AND MAKES NO OTHER
WARRANTIES OR REPRESENTATIONS, WHETHER EXPRESS OR IMPLIED,
CONCERNING THE OSA-II INCLUDING, BUT NOT LIMITED TO, ANY
IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE. COMPONENTS MANUFACTURED BY OTHERS SHALL
BEAR THE WARRANTY, IF ANY, OF THE MANUFACTURER.

UNDER THE LIMITED WARRANTY, TSI'S SOLE OBLIGATION, AND CTC'S
AND ITS CUSTOMERS' SOLE REMEDY, IS, AT TSI'S OPTION, TO REPAIR
OR REPLACE THE UNIT OR REFUND AN AMOUNT NOT GREATER THAN THE
PRICE PAID. TSI'S LIMITED WARRANTY IS LIMITED TO THE ORIGINAL
PURCHASER AND/OR INSTALLATION SITE AND IS NON-TRANSFERABLE.

The following are not covered under TSI's limited Warranty:

o Any failures caused by modification to the OSA-II after TSI's
completion of installation, unless the customer first obtains
TSI's written authorization prior to any modification, or by
parts not authorized by or supplied by TSI.

o Any repair or service if the TSI serial number is removed or
missing from the OSA-IIs, or if the OSA-IIs have been
serviced, repaired or modified in any manner by CTC or any
other person without TSI's prior written consent.

o Any repair or service if the OSA-IIs fail to be properly
maintained or fail to function properly as a result of damage
or unreasonable use including, but not limited to, misuse,
abuse, improper installation by the customer's negligence,
improper shipping by carrier, damage caused by the customer's
improper electrical hook ups, and software problems caused by
non-TSI systems.

o Repairs resulting from damage from the environment and other
matters beyond the control of TSI including, but not limited
to, airborne fallout, acts of war, chemicals, disasters such
as fire, flood, hurricanes, tornadoes, lightning, etc.

o Repairs resulting from lack of required maintenance as
described in the TSI Operations Manual. Proof of maintenance
may be required.

o Any hardware or software failure of any OSA-II used for a
purpose outside its intended function as specified in the TSI
Operations Manual, or if repaired/modified for any reason by
persons other than TSI authorized service personnel, including
CTC, unless TSI first grants its written consent.

No modification of the limited Warranty in this Section
12(a)(1) shall be binding on TSI unless approved in writing
and signed by a duly authorized officer of TSI. TSI reserves
the right at its option to perform Warranty services either on
site or on a return basis to its factory. CTC and its
customers shall bear any expense of returning a product to the
TSI factory F.O.B. destination. If TSI determines that a
defect is covered by this Warranty, CTC or its customers shall
be reimbursed for its reasonable expenses in returning the
OSA-IIs pursuant to this Warranty.

(2) TSI shall supply CTC with its marketing
literature and forms of agreement in both paper and electronic
media format.

(3) TSI shall review all marketing material and other
product literature submitted by CTC and provide its approval
or its objections within 10 business days of receipt.

(4) TSI shall accept or reject for any reason in its
sole discretion all offers to purchase or lease OSA-IIs from
customers of CTC, and TSI shall have no duty to accept any
offers to purchase or lease OSA-IIs except pursuant to the
terms and conditions specified by and agreed upon by TSI.

(5) TSI shall, within 10 business days after
accepting an offer to purchase or lease OSAs, supply CTC with
written information concerning such sale or lease.

(6) Unless CTC has lost its exclusive rights, TSI
shall not accept offers to purchase OSA-IIs submitted by
customers or sales agents for customers within the Industrial
Market and the Schedule 3 Customers. TSI shall promptly refer
all oral and written inquiries from such customers to CTC.

(b) Duties and Responsibilities of CTC.

(1) CTC shall use its best efforts and will in good
faith attempt to market and sell OSA-IIs within the [ * ] and
elsewhere as provided by this Agreement. CTC acknowledges that
the OSA-IIs may be deemed to compete directly with the
services provided by CTC's laboratories and, as a result, TSI
is relying upon CTC to utilize such best efforts and not as a
method of preventing competition.

(2) CTC shall prepare marketing materials for the
sale of OSA-IIs as CTC deems required with Top Source
approval.

(3) CTC shall utilize TSI's standard sales or lease
and software license agreements. CTC shall have no authority
to and shall not modify the standard sales and leasing
agreements provided by TSI or enter into any oral agreement
concerning the sale or leasing of any OSA-II without the
express written authority of an officer of TSI.

(4) CTC is acting as a sales agent and it shall have
no authority to accept any offers to purchase or lease OSA-IIs
from its customers or to execute TSI's standard agreements.

(5) All marketing materials whether in written,
video, audio or electronic media, and the use of all TSI
trademarks and servicemarks shall be subject to the prior
written approval of an officer of TSI.

(6) CTC shall pay all license fees, sales, use,
service, occupation, service occupation, personal property and
excise taxes and any other fees, assessments or taxes which
may be assessed or levied by any national, state or local
government, and any departments or subdivisions thereof
against the OSA-IIs and the consumables purchased by CTC, sold
and leased by CTC, or under CTC's direct or indirect control.

(c) TSI and CTC shall each comply with all applicable laws, rules and
regulations including those relating to the environment and the Foreign
Corrupt Practices Act, as amended.

13. Records. On or before the 20TH day of each month, TSI shall supply CTC
with a written record of transactions for the prior month containing such detail
as CTC shall reasonably request concerning TSI's receipts from the sale and
lease of OSA-IIs, [ * ] [ * ] with appropriate credits for returns, taxes and
other credits given to customers. TSI shall also provide CTC at such times with
a record [ * ] . Not more than one time per calendar year, CTC may engage any
firm of independent auditors it selects to review all of TSI's books and records
of account (subject to receipt of customary confidentiality agreements) for the
purpose of ensuring that the reports rendered to CTC concerning receipt from the
sale and leasing of the OSA-IIs, [ * ] are true and

*CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION.

correct. The cost of any such investigation and report of the independent
auditors shall be borne by CTC unless the report of the auditors determines that
TSI under reported revenue due to CTC by more than 10%. In such event, the cost
of the investigation and report shall be borne by TSI and shall be paid to CTC.

14. License. TSI grants to CTC a non-exclusive license to use the
OSA-IIs including its proprietary technology and software solely for the purpose
of utilization as an oil analysis instrument. The OSA-IIs shall be used solely
at CTC's locations designated on each applicable purchase order. The OSA-IIs
shall be used with due care solely in accordance with any operating manual or
other instructions (including any site specifications and maintenance
procedures) provided by TSI and solely for the purposes of testing and analyzing
used petroleum products and lubrication fluids (excluding lubrication fluids for
airplanes). Notwithstanding the fact that TSI may sell OSA-IIs to CTC, TSI shall
remain the owner of all Confidential Information, as defined, and other
proprietary technology incorporated therein (except to the extent that TSI is a
licensee thereof) and CTC shall not acquire any beneficial ownership in any
improvements or modifications in the OSA-IIs under any circumstances.

15. Sublicenses. Certain components and proprietary technology of the
OSA-II licensed hereunder may constitute a sublicense by TSI from a third party
owner, developer or manufacturer. CTC agrees to take such actions and execute
such documents as TSI reasonably may request on behalf of such third party in
connection with such sublicense.

16. Assignment. CTC may not assign, transfer, pledge, sublicense or
sublease the OSA-IIs (including any software incorporated therein) or any right,
interest or license it may have pursuant to this Agreement without the prior
written consent of an officer of TSI.

17. Confidential Information. The terms and conditions of the
Confidentiality, Non-Circumvention and Non-Compete Agreement (the
"Confidentiality Agreement") entered into as of January 25, 1999 by and among
Top Source Instruments, Inc., Staveley Services, North America, CTC Analytical
Services, Inc. and Conam Inspection, Inc. shall remain in effect at all times
following execution of this Agreement. Any references in this Agreement to this
phrase "Confidential Information" shall refer to the definition contained in
such Confidentiality Agreement.

18. Consequential Damages and Exclusive Remedies.

(a) TSI SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCES TO CTC OR ITS CUSTOMERS
FOR ANY CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT,
INCIDENTAL OR COLLATERAL DAMAGES OF ANY NATURE WHATSOEVER IN CONNECTION
WITH THE OSA-II (INCLUDING THE LEASE, LICENSE, DELIVERY, INSTALLATION
AND USE THEREOF), THE SERVICES AND FUNCTIONS PERFORMED (OR FAILED TO BE
PERFORMED) THEREBY, THE DESIGN THEREOF, WHETHER BY REASON OF
IMPERFECTION OR DEFECT IN THE OSA-II OR IN THE PERFORMANCE OF TEST
RESULTS THEREOF, BREACH OF THIS AGREEMENT BY TSI OR OTHERWISE, WHETHER
SUCH CLAIM IS BASED ON TORT, CONTRACT, STATUTE, RULE OR REGULATION.

(b) IF TSI CANNOT CAUSE THE OSA-IIS TO PERFORM IN ACCORDANCE
WITH ACCEPTANCE TEST SPECIFICATIONS WITHIN THE SCOPE OF ITS
RESPONSIBILITIES HEREUNDER, THEN CTC's SOLE RECOURSE AND REMEDY SHALL
BE FOR TSI, AT ITS SOLE ELECTION, TO REPLACE THE OSA-II WITH AN OSA-II
WHICH SO PERFORMS OR TO REFUND TO CTC ANY PAYMENT MADE PURSUANT TO
SECTION 6 FOR ANY NON-PERFORMING OSA-II .

19. Operating Requirements. CTC (for and on behalf of itself and its
officers, employees, agents and representatives) agrees:
(a) Not to unpack, break the seal on or open any boxes or
containers shipped to it by TSI without the direct supervision of TSI
(or persons designated by TSI). CTC further shall not open the cabinet,
covers, inspection doors or other enclosure containing the components
of the OSA-II, attempt any repair, adjustment or modification of the
OSA-II, except as authorized by TSI, disassemble, decompile, reverse
engineer, interrogate, decode or otherwise tamper with the OSA-II or
any software related thereto (or attempt to derive any source code or
algorithms from such software);

(b) Not to move or relocate the OSA-II from the site of
original installation;

(c) Not to remove, alter or obscure any markings or labels
which are affixed to the OSA-II at the time of installation or
subsequently placed thereon by TSI;

(d) To ensure that any person who operates the OSA-II has been
trained by TSI (or persons designated by TSI);

(e) To allow TSI and its agents, representatives and employees
reasonable access to CTC's facilities to inspect the OSA-IIs upon
reasonable notice from TSI;

(f) To properly dispose of all fluids and solvents used in
connection with or in any way relating to the OSA-II in compliance with
all applicable laws, rules and regulations including those relating to
the environment;

(g) To maintain a safe site for the OSA-II including keeping
all flammable gases, petrochemical fluids, solvents and other
substances outside the proximity (generally not within 25 feet) of the
OSA-II except to the absolute minimum extent then being used in the
operation thereof;

(h) If OSA-IIs are leased by CTC in the future, to assume all
risk of loss resulting from theft, damage or destruction to the OSA-II
from any cause whatsoever and to insure each OSA-II at its sole cost
against same in an amount not less than $69,900 with a carrier
reasonably approved by TSI and name TSI as loss payee and additional
named insured on the applicable policies (and furnish TSI with a copy
thereof). In the event of any such occurrence, CTC shall promptly
notify TSI and shall at its expense cause the OSA-II to be placed in
good repair, condition and working order or, if this is not
economically feasible in the sole discretion of TSI (a "Total Loss"),
shall pay the liquidated sum of $69,900 to TSI. In the event of a Total
Loss, all right, title and interest in the subject OSA-II shall remain
vested in TSI;

(i) To obtain and maintain liability insurance for such
coverage's as TSI shall reasonably require (in an amount not less than
$1,000,000 per single occurrence) and with such carriers as TSI shall
reasonably approve, and name TSI as loss payee and additional named
insured on the applicable policies;

(j) If CTC leases any OSA-IIs in the future or prior to
payment by CTC, to keep the OSA-II free and clear of all levies, liens
and encumbrances of any kind whatsoever and execute any documents
reasonably required by TSI to evidence its ownership of such leased
OSA-II units; and

(k) CTC may use the service marks appearing on the OSA-II and
the reports solely for the purpose of delivering oil analysis using the
OSA-II. CTC agrees to protect and not to infringe on all the
trademarks, service marks and copyrights owned by TSI and its
affiliates.

19. Indemnity. CTC agrees to indemnify, defend and hold TSI (and its
officers, agents, representatives and employees) harmless from and against any
and all liabilities, losses, damages, lawsuits and expenses (including
attorneys' fees, disbursements and court costs) of any nature whatsoever
including any taxes on any amounts received pursuant to this Section 198 (each a
"Claim") suffered or incurred by TSI (or its officers, agents, representatives
or employees) by reason of any breach or any claim of breach of any of CTC's
representations or obligations hereunder, or by reason of or arising out of the
lease, license, delivery, installation or use of the OSA-II by CTC hereunder or
by reason of the negligence or willful misconduct of CTC or TSI or by reason of
any violation or alleged violation by TSI or CTC of any federal or state
franchise or business opportunity law. Subject to and without limiting the
generality of the foregoing, CTC's indemnity in this Section 19 shall extend to
any Claim by CTC or any third party (including any customer of CTC) arising out
of or relating to (i) inaccurate or faulty testing or analysis of lubrication
and petrochemical fluids by the OSA-II, (ii) spark ignition of gases,
petrochemical fluids, solvents or other substances in the proximity of the
OSA-II, or (iii) product liability with respect to the OSA-II or any testing,
analysis or function performed thereby.

20. Representations and Warranties of TSI. TSI represents and warrants
to CTC that:

(a) It is the assignee or licensee of the United States and
foreign patents concerning the OSA-IIs as reflected on Schedule 20(a).

(b) Its board of directors has authorized it to enter into
this Agreement.

(c) CTC shall have the exclusive right to market and sell
OSA-IIs within the Industrial Market and to Schedule 3 Customers
subject to the provisions and limitations of this agreement.

21. Representations and Warranties of CTC. CTC represents and warrants
that its board of directors has authorized it to enter into this Agreement.

22. Not a Joint Venture. CTC is an independent contractor. Neither CTC
nor TSI are agents, legal representatives, subsidiaries, joint venturers,
partners, employees or servants of the other for any purpose. Neither CTC nor
TSI will be obligated by, or have any liability under, any agreements or
representations made by the other, nor will TSI be obligated for any damages to
any person or property directly or indirectly arising out of the operation of
CTC's business, whether or not caused by CTC's negligence or willful action or
failure to act. TSI also has no liability for any sales, use, exercise, gross
receipts, property, income, or other taxes, that CTC incur in connection with
the operation of CTC's business or otherwise.

23. Acknowledgements. To induce TSI to enter into this Agreement, CTC
represents and warrants to TSI the following:

(a) CTC acknowledges that it has reviewed this Agreement, in its entirety;
has independently assessed the market and/or risks associated with OSA-II
operations and is not relying on any representations or warranties from TSI;
including representations concerning profits, income, or success; sales revenue
from OSA-II, if any, shall produce no more than 20% of CTC's total sales revenue
for related business services, and CTC and/or its management has more than two
years experience in the [*] and in performing testing, diagnostic or other
services to fully assess OSA-II capabilities.

[ * ] CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION

(b) CTC has conducted an independent investigation of CTC's proposed
business and have determined that its success involves business risks that are
dependent entirely on CTC's own business abilities. CTC has had the opportunity
to consult with CTC's own legal and other advisors in connection with starting
CTC's business under this Agreement. CTC acknowledges that determining the
application of, and complying with, federal, state and local laws, rules and
regulations to the sale of the system and the operation of CTC's business is
solely CTC's responsibility. TSI is not responsible for rendering any legal
advice regarding the sale of the OSA-II or the operation of CTC's business.
(c) CTC acknowledge that TSI has not made and CTC has not received or
relied upon any guarantee, express or implied, as to the revenues, profits or
success of CTC's business as a result of entering into this Agreement.

(d) CTC is not relying upon TSI to furnish any advice, guidance or
assistance with respect to the established or continuing operation of CTC's
business in the form of marketing assistance or advice or any other business
assistance, although TSI may give CTC assistance from time to time.

(e) CTC is not relying on, nor has CTC received, any representations or
warranties from TSI as to whether:

(i) CTC's business will earn, can earn, or is
likely to earn any profits or income;

(ii) there is a market for services CTC plan to
offer; or

(iii) TSI will provide, or assist CTC in finding, any
locations (or locator companies) for CTC to operate CTC's
business.

(f) CTC understand and acknowledge that TSI will not be
exercising any control over CTC's method of operations or give CTC any
significant assistance. Specifically, TSI has no control over and has
no obligation to provide any assistance with respect to, any of the
following activities:

(i) site approval or selection, and site design
or appearance;

(ii) specific hours of operations;

(iii) production techniques;

(iv) accounting practices or establishing
accounting systems;

(v) personnel, policies or practices; and

(vi) promotional campaigns.

(g) CTC understands that TSI has not furnished CTC with any
directives or required TSI's approval with respect to selecting the
location of CTC's business, its appearance, the fixtures and equipment
utilized (other than the OSA), the format and design of CTC's business
location, uniforms of employees, hours of operation, housekeeping and
similar items.

(h) TSI has not placed any restrictions on the geographic area
or territory in which CTC may advertise to promote the OSA-II, or
solicit customers, except that CTC is restricted to operating from one
fixed location (the "Site").

(i) CTC is solely responsible for the development and
implementation of CTC's own training, marketing and sales programs.

(j) CTC understands that it is not required to repurchase any
products or services from TSI if CTC is either unsatisfied with their
nature and quality or CTC is dissatisfied with the business or
financial results of TSI's business. However, if this Agreement
terminates, TSI has the right to repurchase the OSA-II at the same
price paid by CTC.

24. Termination of Agreement.

(a) Either party may terminate this Agreement upon occurrence
of the following circumstances:

(1) if the other party is adjudicated a bankrupt or
if a receiver, trustee or custodian is appointed for the
property of the other party and such order or judgment is not
vacated within 30 days;

(2) if the other party makes an assignment for
the benefit of its creditors; or

(3) if the other party's chief executive officer,
chief operating officer, executive or senior vice president or
chief financial officer has been convicted of a felony arising
out of or relating to the operation of OSA-IIs or any oil
analysis laboratory

(b) Upon 30 days notice to the other party, this Agreement may
be terminated by one party when the other party has committed a
material breach of its obligations under this Agreement and during such
30-day period the other party has failed to cure such material breach.

25. Effect of Termination. Upon the date of termination of this
Agreement, the parties shall attempt to wind up their business relationship.
Provided, however, if CTC is entitled to receive [ * ] from the
operation of OSA-IIs from its [ * ]

CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION.

26. Severability. In the event any parts of this Agreement are found to
be void, the remaining provisions of this Agreement shall nevertheless be
binding with the same effect as though the void parts were deleted.

27. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument. The execution of this
Agreement may be by actual or facsimile signature.

28. Benefit. This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their legal representatives, successors and
assigns.

29. Notices and Addresses. All notices, offers, acceptance and any
other acts under this Agreement (except payment) shall be in writing, and shall
be sufficiently given if delivered to the addressees by Federal Express or
similar receipted overnight delivery or by facsimile delivery, as follows:

TSI: Top Source Instruments, Inc.
7108 Fairway Drive, Suite 200
Palm Beach Gardens, FL 33418
Facsimile: (561) 691-5220
Attn: Mr. William C. Willis., Jr.
President

with a copy to: Michael D. Harris, Esq.
Michael Harris, P.A.
1645 Palm Beach Lakes Blvd.
Suite 550
West Palm Beach, FL 33401
Facsimile (561) 478-1817

CTC: CTC Analytical Services, Inc.
c/o Staveley Services, North America
18419 Euclid Avenue
Cleveland, OH 44112-1016
Facsimile: (216) 383-3883
Attn: Mr. James K. O'Rourke
Executive Vice President

or to such other address as either of them, by notice to the other may designate
from time to time. The transmission confirmation receipt from the sender's
facsimile machine shall be conclusive evidence of successful facsimile delivery.
Time shall be counted to, or from, as the case may be, the receipt of notice.

30. Attorney's Fees. In the event that there is any controversy or
claim arising out of or relating to this Agreement, or to the interpretation,
breach or enforcement thereof, and any action or proceeding including an
arbitration proceeding is commenced to enforce the provisions of this Agreement,
the prevailing party shall be entitled to an award by the court or arbitrator,
as appropriate, of reasonable attorney's fees, including the fees on appeal,
costs and expenses.

31. Oral Evidence. This Agreement constitutes the entire Agreement
between the parties and supersedes all prior oral and written agreements between
the parties hereto with respect to the subject matter hereof. Neither this
Agreement nor any provision hereof may be changed, waived, discharged or
terminated orally, except by a statement in writing signed by the party or
parties against which enforcement or the change, waiver discharge or termination
is sought.

32. Additional Documents. The parties hereto shall execute such
additional instruments as may be reasonably required by their counsel in order
to carry out the purpose and intent of this Agreement and to fulfill the
obligations of the parties hereunder.

33. Governing Law. This Agreement and any dispute, disagreement, or
issue of construction or interpretation arising hereunder whether relating to
its execution, its validity, the obligations provided herein or performance
shall be governed or interpreted according to the internal laws of the State of
Florida without regard to choice of law considerations.

34. Arbitration. Any controversy, dispute or claim arising out of or
relating to this Agreement, or its interpretation, application, implementation,
breach or enforcement which the parties are unable to resolve by mutual
agreement, shall be settled by submission by either party of the controversy,
claim or dispute to binding arbitration in Palm Beach County, Florida (unless
the parties agree in writing to a different location), before three arbitrators
in accordance with the rules of the American Arbitration Association then in
effect. In any such arbitration proceeding the parties agree to provide all
discovery deemed necessary by the arbitrators. The decision and award made by
the arbitrator shall be final, binding and conclusive on all parties hereto for
all purposes, and judgment may be entered thereon in any court having
jurisdiction thereof.

35. Section or Paragraph Headings. Section headings herein have been
inserted for reference only and shall not be deemed to limit or otherwise
affect, in any matter, or be deemed to interpret in whole or in part any of the
terms or provisions of this Agreement.

<PAGE>

IN WITNESS WHEREOF the parties hereto have set their hand and seals as
of the date first above written.

WITNESSES: TOP SOURCE INSTRUMENTS, INC.

- -----------------
By:---------------------------------
William C. Willis, Jr., President

STAVELEY SERVICESNORTH AMERICA, Inc.

- -----------------
By: ------------------------------
Michael B. Creech, President

CTC ANALYTICAL SERVICES, INC.
- ------------------

By: -------------------------------
Jack Poley, Vice President of Oil
Business Unit

STAVELEY SERVICES NORTH AMERICA, INC.
- ------------------

By: -------------------------------
James K. O'Rourke, Executive Vice President
<PAGE>

Confidential

Exhbit 99.7

CONVERTIBLE SUBORDINATED PROMISSORY NOTE

$500,000 August 13, 1999

FOR VALUE RECEIVED, Top Source Technologies, Inc., a Delaware
corporation, ("Borrower"), hereby covenants and promises to pay to the order of
G. George Mennen, Trustee U/A Dated 10/23/85 FBO Descendants of George S. Mennen
or assigns ("Lender"), Five Hundred Thousand and NO/100 Dollars ($500,000) in
lawful money of the United States of America, together with interest thereon to
accrue from the date hereof at the rate of ten percent (10%) per annum. All
interest, principal and other costs hereunder shall be due and payable to the
holder ("Holder") of this Convertible Subordinated Promissory Note (the "Note")
at 5:00 p.m. Eastern Standard Time on February 13, 2000, six months from the
date hereof (the "Due Date").

Payments of principal and interest will be made in legal tender of the
United States of America. Borrower shall have the right to prepay without
penalty all or any part of the unpaid balance of this Note at any time. All
payments made pursuant to this Note shall be first applied to accrued and unpaid
interest, if any, then to other proper charges under this Note and the balance,
if any, to principal.

This Note is subordinate to the repayment of Borrower's obligations to
NationsCredit Commercial Corporation through its NationsCredit Commercial
Funding Division or to any future lender which has a first lien on the assets of
the Borrower.

If this Note is not paid on or before the Due Date the Lender, at the
Lender's Option, shall either renegotiate the terms of this Note or convert all
of the Note, into shares of Borrower's common stock at a price equal to 90% of
the closing price of the Borrower's Common Stock on the American Stock Exchange,
or other principal trading market, on the day prior to the day Lender sends
written notice of conversion to Borrower. In the event Lender elects to convert
this Note, Borrower shall file a Registration Statement on Form S-3, within 90
days after receipt of notice of conversion, registering the Common Stock issued
pursuant to conversion of this Note.

All rights, remedies, and undertakings, obligations, options,
covenants, conditions and agreements contained in this Note are cumulative and
no one of them will be exclusive of any other.
Borrower for itself and its legal representatives, successors and
assigns, expressly waives presentment, protest, demand, notice of dishonor,
notice of nonpayment, notice of maturity, notice of protest, presentment for the
purpose of accelerating maturity, and diligence in collection, and consents that
Holder may extend the time for payment or otherwise modify the terms of the
payment or any part or the whole of the debt evidenced hereby.

This Note shall be interpreted in accordance with Delaware law,
including all matters of construction, validity, performance and enforcement,
without giving effect to any principles of conflict of laws. Any dispute, action
or proceeding concerning this Note shall be initiated, maintained, heard and
decided exclusively in Palm Beach County, Florida. The prevailing party in any
action, litigation or proceeding including any appeal or the collection of any
judgment concerning this Note will be awarded, in addition to any damages,
injunctions or other relief, and without regard to whether or not such matter be
prosecuted to final judgment, such party's costs and expenses, including
reasonable attorneys' fees, and paralegals and Lender shall be entitled to
recover all of its attorneys fees and costs should Lender place this Note in the
hands of an attorney for collection. This Note may not be changed, modified,
amended or terminated orally.

In the event Lender receives as interest an amount that would exceed
the maximum amount permissible under applicable law, the amount of any excess
interest shall not be applied to the payment of interest hereunder, but shall
automatically and retroactively be applied to the reduction of the unpaid
principal balance due hereunder. In the event and to the extent such excess
amount of interest exceeds the outstanding unpaid principal balance hereunder,
any such excess amount shall be immediately returned to Borrower by Lender.
Borrower hereby waives any provisions of any state or federal law concerning
usury or the limitation on the maximum rate of interest chargeable by a lender.

Dated as of August 13, 1999

Top Source Technologies, Inc.

By:
David Natan
Vice President and CFO

RESTRICTIVE LEGEND

This Note has not been registered under the federal or any state
securities laws and may not be sold, transferred or hypothecated in the
absence of any effective registration statement under such laws as may
be applicable or, an opinion of counsel to the Borrower that an
exemption from such applicable laws exists.

Exhibit 99.8

No. G-1

THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND ISSUABLE UPON
EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER THE PROVISIONS OF ANY
APPLICABLE STATE SECURITIES LAWS, BUT HAVE BEEN ACQUIRED BY THE
REGISTERED HOLDER HEREOF FOR PURPOSES OF INVESTMENT AND IN RELIANCE ON
STATUTORY EXEMPTIONS UNDER THE SECURITIES ACT, AND UNDER ANY APPLICABLE
STATE SECURITIES LAW. THESE SECURITIES AND THE SECURITIES ISSUED UPON
EXERCISE HEREOF MAY NOT BE SOLD, PLEDGED, TRANSFERRED OR ASSIGNED, NOR
MAY THESE WARRANTS BE EXERCISED, EXCEPT IN ACCORDANCE WITH TERMS SET
FORTH IN THIS CERTIFICATE OR IN A TRANSACTION WHICH IS EXEMPT UNDER
PROVISIONS OF THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES
LAWS OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT; AND IN THE
CASE OF AN EXEMPTION, ONLY IF THE COMPANY HAS RECEIVED AN OPINION OF
COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH TRANSACTION DOES NOT
REQUIRE REGISTRATION OF ANY SUCH SECURITIES

TOP SOURCE TECHNOLOGIES, INC.

COMMON STOCK PURCHASE WARRANT

TO PURCHASE 100,000 SHARES OF COMMON STOCK

Top Source Technologies, Inc., a Delaware corporation (the "Company"),
hereby certifies that, for value received, G. Jeff Mennen, Trustee U/A Dated
10/23/85 FBO Descendants of George S. Mennen (the "Holder") is entitled, subject
to the terms set forth below, to purchase from the Company at any time on or
from time to time for a period of 10 years commencing August 13, 1999 50,000
fully paid and non-assessable shares of common stock (the "Common Stock") of the
Company; and nine years commencing August 13, 2000, 50,000 fully paid and
non-assessable shares of Common Stock of the Company, at the price of $.875 per
share (the "Purchase Price"). The number and character of such shares of Common
Stock and the Purchase Price are subject to adjustment as provided herein.

As used herein the following capitalized terms, unless the context
otherwise requires, have the following respective meanings:

(a) The term "Company" includes any corporation, which shall
succeed to or assume the obligations of the Company hereunder.

(b) The term "Common Stock" means the common stock, par value
$0.001 per share, of the Company, together with all stock of any class
or classes (however designated) of the Company, the holders of which
shall have the right, without limitation as to amount, either to all or
to a share of the balance of current dividends and liquidating
dividends after the payment of dividends and distributions on any
shares entitled to preference, and the holders of which shall
ordinarily, in the absence of contingencies, be entitled to vote for
the election of a majority of directors of the Company (even though the
right so to vote has been suspended by the happening of such a
contingency).

(c) The term "Purchase Price per share" shall be the then
applicable purchase price for one share of Common Stock as adjusted
pursuant to Sections 5 and 6 hereof.

(d) The term Registration Statement refers to Form S-3 or
other applicable form in compliance with the Securities Act, as
defined, and rules thereunder to permit the public disposition of
Common Stock issued or issuable upon the exercise of Warrants, and any
post-effective amendments and supplements filed or required to be filed
to permit any such disposition.

(e) The term "Securities Act" means the Securities
Act of 1933 as the same shall be in effect at the time.

(f) The term "Warrants" refers to these Warrants.

1. Registration, etc.

1.1 Assuming that the Company files a Registration Statement
on or before November 30, 1999 to cover the public sale of the Common Stock
issuable to the Holder or an affiliate in connection with the conversion of
Series B Preferred Stock or other warrants, it shall include in the Registration
Statement the common stock issuable on exercise of the Warrants at the Company's
own expense, provided, however, the Holder shall cooperate with the Company in
the preparation of such Registration Statement to the extent required to furnish
information concerning the Holder's proposed plan of distribution.

1.2 In connection with the filing of a Registration Statement
pursuant to Section 1.1 hereof, the Company shall:

(a) notify the Holder as to the filing thereof and of
all amendments thereto filed prior to the effective date of said
Registration Statement;

(b) notify the Holder promptly after it shall have
received notice thereof, of the time when the Registration Statement
becomes effective or any supplement to any prospectus forming a part of
the Registration Statement has been filed;

(c) prepare and file without expense to the Holder
the initial Registration Statement and any necessary amendment or
supplement to such Registration Statement or prospectus as may be
necessary to comply with Section 10(a)(3) of the Securities Act or
advisable in connection with the proposed distribution of the Common
Stock by the Holder (but only during such period as the Company is
required to keep the Registration Statement effective);

(d) if the Common Stock, is not a "covered security"
as that term is defined by Section 18(b) of the Securities Act, use its
reasonable best efforts to qualify the Common Stock being so registered
for sale under the securities or blue sky laws in such reasonable
number of states (not to exceed five in the aggregate) as such
registered owners may designate in writing and to register or obtain
the approval of any federal or state authority which may be required in
connection with the proposed distribution, except, in each case, in
jurisdictions in which the Company must either qualify to do business
or file a general consent to service of process as a condition to the
qualification of such securities;
(e) notify the registered owners of the Common
Stock any stop order suspending the effectiveness of the Registration
Statement and use its reasonable best efforts to remove such stop
order;

(f) undertake to keep said Registration Statement and
prospectus effective until the earlier of (i) such time as the Common
Stock issued or issuable upon exercise of the Warrants are sold or
become available for public sale without registration under the
Securities Act; and

(g) furnish to the Holder as soon as available,
copies of any such Registration Statement and each preliminary or final
prospectus and any supplement or amendment required to be prepared
pursuant to the foregoing provisions of this Section 1, all in such
quantities as the Holder may from time to time reasonably request. Upon
written request, the Company shall also furnish to each owner, without
cost, one set of the exhibits to such Registration Statement.

1.3 The Holder of the Common Stock being registered under this
Section 1 agrees to pay all of the underwriting discounts and commissions and
its own counsel fees with respect to the securities owned by them and being
registered. The Company agrees that the costs and expenses which it is obligated
to pay in connection with a Registration Statement to be filed pursuant to
Section 1.1 hereof include, but are not limited to, registration fees, the fees
and expenses of counsel for the Company, the fees and expenses of its
accountants and all other costs and expenses incident to the preparation,
printing and filing under the Securities Act of any such Registration Statement,
each prospectus and all amendments and supplements thereto, the costs incurred
in connection with the qualification of such securities for sale in a reasonable
number of states, if applicable, including fees and disbursements of counsel for
the Company or any managing underwriter, and the costs of supplying a reasonable
number of copies of the Registration Statement, each preliminary prospectus,
final prospectus and any supplements or amendments thereto to such Holder.

<PAGE>

1.4 The Company agrees to enter into an appropriate
cross-indemnity agreement with any underwriter (as defined in the Securities
Act) for such registered owners in connection with the filing of a Registration
Statement pursuant to Section 1.1 hereof.

1.5 In the event that the Company shall file any Registration
Statement including therein all or any part of the Common Stock issued or
issuable upon exercise of the Warrants, the Company and each Holder of the
Common Stock shall enter into an appropriate cross-indemnity agreement whereby
the Company shall indemnify and hold harmless the Holder against any losses,
claims, damages or liabilities (or actions in respect thereof) arising out of or
based upon any untrue statement or alleged untrue statement of any material fact
contained in such registration statement, or any omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make
statements therein not misleading unless such statement or omission was made in
reliance upon and in conformity with written information furnished or required
to be furnished by any such Holder, and each such Holder shall indemnify and
hold harmless the Company, each of its directors, each of its officers who have
signed the Registration Statement and each person, if any, who controls the
Company within the meaning of the Securities Act against any losses, claims,
damages or liabilities (or actions in respect thereof) arising out of or based
upon any untrue statement or alleged untrue statement of any material fact
contained in such Registration Statement, or any omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make
statements therein not misleading, if the statement or omission was made in
reliance upon and in conformity with written information furnished or required
to be furnished by such Holder or such controlling person expressly for use in
such Registration Statement.

1.6 Nothing herein shall be construed to require any Holder
who may desire to include any Common Stock in any Registration Statement
referred to in Section 1.1 hereof to exercise their Warrants prior to the
effective date of any Registration Statement.

2. Sale or Exercise Without Registration. If, at the time of any
exercise, permitted transfer or surrender for exchange of the Warrants or of
Common Stock previously issued upon the exercise of the Warrants, such Warrants
or Common Stock shall not be registered under the Securities Act, the Company
may require, as a condition of allowing such exercise, transfer or exchange,
that the holder or transferee of such Warrants or Common Stock, as the case may
be, furnish to the Company an opinion of counsel reasonably satisfactory to the
Company to the effect that such exercise, transfer or exchange may be made
without registration under the Securities Act, provided that the disposition
thereof shall at all times be within the control of such holder or transferee,
as the case may be, and provided further that nothing contained in this Section
2 shall relieve the Company from complying with any request for registration
pursuant to Section 1 hereof. The Holder of the Warrants represents to the
Company that it is acquiring the Warrants for investment and not with a view to
the distribution thereof.

3. Exercise of Warrants; Partial Exercise.

3.1 Exercise in Full or in Part. These Warrants may be
exercised in full or in part by the Holder hereof by surrender of these
Warrants, with the form of subscription attached hereto duly executed by such
holder, to the Company at its principal office, as provided in Section 19
hereof, accompanied by payment by certified or official bank check payable to
the order of the Company, in the amount obtained by multiplying the number of
shares of Common Stock called for on the face of these Warrants (without giving
effect to any adjustment therein) by the Purchase Price.

3.2 Company to Reaffirm Obligations. The Company will, at the
time of any exercise of these Warrants, upon the request of the Holder hereof,
acknowledge in writing its continuing obligation to afford to such Holder any
rights to which such Holder shall continue to be entitled after such exercise in
accordance with the provisions of these Warrants, provided that if the Holder of
these Warrants shall fail to make any such request, such failure shall not
affect the continuing obligation of the Company to afford such Holder any such
rights.

4. Delivery of Stock Certificates, etc., on Exercise. As soon as
practicable after the exercise of these Warrants in full or in part, and in any
event within two days thereafter, the Company at its expense (including the
payment by it of any applicable issue or transfer taxes) will cause to be issued
in the name of and delivered to the Holder hereof a certificate or certificates
for the number of fully paid and non-assessable Common Stock or Other Securities
to which such Holder shall be entitled upon such exercise, plus, in lieu of any
fractional share to which such holder would otherwise be entitled, cash equal to
such fraction multiplied by the then current fair market value of one full share
(determined by the closing price on the principal market as of the date of
receipt of the Warrants with executed subscription), together with any other
stock or other securities and property (including cash, where applicable) to
which such Holder is entitled upon such exercise pursuant to Section 5 hereof or
otherwise.

5. Anti-Dilution Provisions. If and to the extent that the number of
issued shares of Common Stock of the Company shall be increased, reduced or
changed by change in par value, split up, reclassification, or distribution of a
dividend payable in Common Stock, the number of shares subject to the Warrants
and the exercise price per share shall be proportionately adjusted; provided,
however, that the anti-dilution provision described in this Section 5 does not
apply to sales of Common Stock made by the Company at a price below the Purchase
Price.

6. Reorganization, Consolidation, Merger, etc. In case the Company
shall (a) effect a reorganization, (b) consolidate with or merge with or into
any other entity, or (c) transfer all or substantially all of its properties or
assets to any other entity under any plan or arrangement contemplating the
dissolution of the Company, excluding the sale of assets or securities of Top
Source Automotive, Inc., then, in each such case, the holder of these Warrants,
upon the exercise thereof as provided in Section 3 hereof at any time after the
consummation of such reorganization, consolidation or merger or the effective
date of such dissolution, as the case may be, shall be entitled to receive (and
the Company shall be entitled to deliver), in lieu of the Common Stock issuable
upon such exercise prior to such consummation or such effective date, the stock
and other securities and property (including cash) to which such Holder would
have been entitled upon such consummation or in connection with such
dissolution, as the case may be, if such Holder had so exercised these Warrants
immediately prior thereto, all subject to further adjustment thereafter as
provided in Section 5 hereof.

7. Further Assurances. The Company will take all such action as may be
necessary or appropriate in order that the Company may validly and legally issue
fully paid and non-assessable Common Stock upon the exercise of all Warrants
from time to time outstanding.

8. Officer's Certificate as to Adjustments. In each case of any
adjustment or readjustment in the Common Stock issuable upon the exercise of the
Warrants, the Company at its expense will promptly compute such adjustment or
readjustment in accordance with the terms of the Warrants and prepare a
certificate, executed by its chief financial or accounting officer, setting
forth such adjustment or readjustment and showing in detail the facts upon which
such adjustment or readjustment is based, and the number of Common Stock
outstanding or deemed to be outstanding. The Company will forthwith mail a copy
of each such certificate to each Holder of Warrants.

9. Notices of Record Date, etc. In the event of

(a) any capital reorganization of the Company, any
reclassification or recapitalization of the capital stock of the
Company or any transfer of all or substantially all the assets of the
Company to or consolidation or merger of the Company with or into any
other person; or

(b) any voluntary or involuntary dissolution,
liquidation or winding-up of the Company;

and to which Section 6 hereof is applicable, then and in each such
event the Company will mail or cause to be mailed to each holder of
Warrants a notice specifying (i) the date on which any such record is
to be taken for the purpose of such dividend, distribution or right,
and stating the amount and character of such dividend, distribution or
right; and (ii) the date on which any such reorganization,
reclassification, recapitalization, transfer, consolidation, merger,
dissolution, liquidation or winding-up is to take place, and the time,
if any, as of which the holders of record of Common Stock shall be
entitled to exchange their shares of Common Stock for securities or
other property deliverable upon such reorganization, reclassification,
recapitalization, transfer, consolidation, merger, dissolution,
liquidation or winding-up. Such notice shall be mailed at least 15 days
prior to the date therein specified.

10. Reservation of Common Stock, etc., Issuable on Exercise of
Warrants. The Company will at all times reserve and keep available, solely for
issuance and delivery upon the exercise of the Warrants, all Common Stock from
time to time issuable upon the exercise of the Warrants.

11. Listing on Securities Exchanges; Registration. If the Company at
any time shall list any Common Stock on any national securities exchange, the
Company will, at its expense, simultaneously list on such exchange, upon
official notice of issuance upon exercise of the Warrants, and maintain such
listing of, all Common Stock from time to time issuable upon the exercise of the
Warrants.

12. Exchange of Warrants. Subject to the provisions of Section 2
hereof, upon surrender for exchange of any Warrants, properly endorsed to the
Company, the Company at its own expense will issue and deliver to the holder
thereof new Warrants of like tenor, in the name of such holder calling in the
aggregate on the face or faces thereof for the number of shares of Common Stock
called for on the face of the Warrants so surrendered.

13. Replacement of Warrants. Upon receipt of evidence reasonably
satisfactory to the Company of the loss, theft, destruction or mutilation of any
Warrants and, in the case of any such loss, theft or destruction, upon delivery
of an indemnity agreement reasonably satisfactory in form and amount to the
Company or, in the case of any such mutilation, upon surrender and cancellation
of such Warrants, the Company at its expense will execute and deliver, in lieu
thereof, new Warrants of like tenor.

14. Warrant Agent. The Company may, by written notice to each Holder of
the Warrants, appoint an agent for the purpose of issuing Common Stock upon the
exercise of the Warrants pursuant to Section 3 hereof, exchanging Warrants
pursuant to Section 12 hereof, and replacing Warrants pursuant to Section 12
hereof, and replacing Warrants pursuant to Section 13 hereof, or any of the
foregoing, and thereafter any such issuance, exchange or replacement, as the
case may be, shall be made at such office by such agent.

15. Legend. Unless the shares of Common Stock have been registered
under the Securities Act, upon exercise of any of the Warrants and the issuance
of any of the Common Stock, pursuant thereto all certificates representing
Common Stock shall bear on the face thereof substantially the following legend:

The securities represented by this certificate have not been registered
under the Securities Act of 1933, as amended, and may not be sold, offered
for sale, assigned, transferred or otherwise disposed of, unless registered
pursuant to the provisions of that Act or unless a written opinion of
counsel to the Company concludes that such disposition is in compliance
with an available exemption from such registration.

16. Remedies. The Company stipulates that the remedies at law of the
Holder of these Warrants in the event of any default or threatened default by
the Company in the performance of or compliance with any of the terms of these
Warrants are not and will not be adequate, and that such terms may be
specifically enforced by a decree for the specific performance of any agreement
contained herein or by an injunction against a violation of any of the terms
hereof or otherwise.

17. Severability. In the event any parts of these Warrants are found to
be void, the remaining provisions of these Warrants shall nevertheless be
binding with the same effect as though the void parts were deleted.

18. Benefit. These Warrants shall be binding upon and inure to the
benefit of the parties hereto and their legal representatives, successors and
assigns.

19. Notices and Addresses. All notices, offers, acceptance and any
other acts under these Warrants (except delivery of these Warrants and payment
of the Purchase Price) shall be in writing, and shall be sufficiently given if
delivered to the addressees in person, by Federal Express or similar receipted
delivery, by facsimile delivery or, if mailed, postage prepaid, by certified
mail, return receipt requested, as follows:

The Company: Mr. William C. Willis, Jr.,
President and
Chief Executive Officer
Top Source Technologies, Inc.
7108 Fairway Drive, Suite 200
Palm Beach Gardens, FL 33418-3757
Facsimile: (561) 691-5220

The Holder: Mr. G. Jeff Mennen
TMF Investments, Inc.
25B Hanover Road
Florham Park, NJ 07932

or to such other address as any of them, by notice to the others may designate
from time to time. The transmission confirmation receipt from the sender's
facsimile machine shall be conclusive evidence of successful facsimile delivery.
Time shall be counted to, or from, as the case may be, the delivery in person or
by mailing.

20. Attorney's Fees. In the event that there is any controversy or
claim arising out of or relating to these Warrants, or to the interpretation,
breach or enforcement thereof, and any action or proceeding including an
arbitration proceeding is commenced to enforce the provisions of these Warrants,
the prevailing party shall be entitled to an award by the court of reasonable
attorney's fees, costs and expenses.

21. Governing Law. These Warrants and any dispute, disagreement, or
issue of construction or interpretation arising hereunder whether relating to
its execution, its validity, the obligations provided herein or performance
shall be governed or interpreted according to the internal laws of the State of
Delaware without regard to choice of law considerations.
22. Section or Paragraph Headings. Section headings herein have been
inserted for reference only and shall not be deemed to limit or otherwise
affect, in any matter, or be deemed to interpret in whole or in part any of the
terms or provisions of these Warrants.

Dated: August 13, 1999 TOP SOURCE TECHNOLOGIES, INC.

By:
David Natan
Vice President and CFO

<PAGE>

ASSIGNMENT FORM

(To be executed only upon the assignment of Warrants)

FOR VALUE RECEIVED the undersigned registered holder of the within
Warrants hereby sells, assigns and transfers unto ______________, whose address
is ____________________________ all of the rights of the undersigned under the
within Warrants, with respect to ______________ Common Stock of Top Source
Technologies, Inc. and, if such Common Stock do not include all the Common Stock
issuable as provided in the Warrants, that new Warrants of like tenor for the
number of Common Stock not being transferred hereunder be issued in the name of
and delivered to the undersigned, and does hereby irrevocably constitute and
appoint ______________ Attorney to register such transfer on the books of
______________ maintained for the purpose, with full power of substitution in
the premises.

Dated: ______________, ______.

_________________________________________________
(Signature must conform in all respects to name of
holder as specified on the face of the Warrants)

Signature Guaranteed ________________________________

Address:

<PAGE>

FORM OF SUBSCRIPTION

(To be signed only upon exercise of Warrants)

To:___________________________

The undersigned, the holder of the within Warrants, hereby irrevocably
elects to exercise the purchase right represented by such Warrants for, and to
purchase thereunder, ______________ Common Stock of Top Source Technologies,
Inc., and herewith makes payment of $______________ therefor, and requests that
the certificates for such shares be issued in the name of, and delivered to, ,
whose address is . If the Common Stock being purchased hereby
do not include all the Common Stock issuable as provided in the Warrants, that
new Warrants for the number of Common Stock not being purchased hereunder be
issued in the name of and delivered to the undersigned.

Dated: ______________, ______.

______________________________________________
(Signature must conform in all respects to name of
holder as specified on the face of the Warrants)

Signature Guaranteed ________________________________

Address: