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

                                                             No.  H-__

                          TOP SOURCE TECHNOLOGIES, INC.

                          COMMON STOCK PURCHASE WARRANT

                   TO PURCHASE _______ SHARES OF COMMON STOCK

         Top Source Technologies,  Inc., a Delaware corporation (the "Company"),
hereby  certifies that, for value received,  ___________________________________
(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  commencing  October  27,
1999  and   terminating  at  6:00  p.m.  New  York  time  on  October  27,  2009
_____________fully  paid and non-assessable  shares of common stock (the "Common
Stock") of the Company at the price of $2.375 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 If the Company files a Registration  Statement on or after
January 1, 2001 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:               _____________________________

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: October 27, 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: