THIS WARRANT AND THE  SECURITIES  TO BE ISSUED UPON ITS  EXERCISE  HAVE NOT BEEN
REGISTERED  WITH THE UNITED  STATES  SECURITIES  AND  EXCHANGE  COMMISSION  (THE
"COMMISSION") OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION
FROM  REGISTRATION  UNDER  REGULATION D PROMULGATED  UNDER THE SECURITIES ACT OF
1933,  AS AMENDED (THE "1933  ACT").  THIS WARRANT MAY NOT BE EXERCISED BY OR ON
BEHALF OF ANY U.S. PERSON, UNLESS REGISTERED UNDER THE 1933 ACT, OR AN EXEMPTION
FROM SUCH REGISTRATION IS AVAILABLE.  THIS WARRANT SHALL NOT CONSTITUTE AN OFFER
TO SELL NOR A SOLICITATION OF AN OFFER TO BUY THE WARRANT IN ANY JURISDICTION IN
WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.

THIS WARRANT AND THE  SECURITIES TO BE ISSUED UPON ITS EXERCISE MAY NOT BE SOLD,
PLEDGED,  TRANSFERRED OR ASSIGNED BY OR TO ANY U.S. PERSON EXCEPT PURSUANT TO AN
EFFECTIVE  REGISTRATION  STATEMENT UNDER THE 1933 ACT AND UNDER APPLICABLE STATE
SECURITIES LAWS, OR IN A TRANSACTION WHICH IS EXEMPT FROM REGISTRATION UNDER THE
PROVISIONS OF THE 1933 ACT AND UNDER  PROVISIONS OF APPLICABLE  STATE SECURITIES
LAWS;  AND IN THE CASE OF AN  EXEMPTION,  ONLY IF THE  COMPANY  HAS  RECEIVED AN
OPINION FROM COUNSEL THAT SUCH TRANSACTION DOES NOT REQUIRE  REGISTRATION OF THE
SECURITIES.

                  AMENDED CLASS A STOCK PURCHASE WARRANT
                                                                  No. A.

                      TO PURCHASE SHARES OF COMMON STOCK OF

                          TOP SOURCE TECHNOLOGIES, INC.


THIS CERTIFIES that, for value  received,_____________________________ , located
at_________________ (the "Investor"), is entitled, upon the terms and subject to
the conditions  hereinafter set forth, at any time on or after March 6, 2000 and
on or  prior  to May 7,  2001  (theTermination  Date")  but not  thereafter,  to
subscribe  for and purchase  from Global  Technovations,  Inc..,  a  corporation
incorporated     in    the     State    of     Delaware     (the     "Company"),
____________________________  ( ) shares (the "Warrant Shares") of Common Stock,
$.001 value per share of the Company (the "Common Stock"). The purchase price of
one share of Common Stock (the  "Exercise  Price")  under this Warrant  shall be
equal to  $1.10.  The  Exercise  Price and the  number  of shares  for which the
Warrant is exercisable  shall be subject to adjustment as provided herein.  This
Warrant is being issued in connection with the Subscription  Agreement dated May
7th, 1998 (the "Agreement") and is subject to its terms and conditions.

1. Title of Warrant.  Prior to the  expiration  hereof and subject to compliance
with applicable laws, this Warrant and all rights hereunder are transferable, in
whole or in part, at the office or agency of the Company by the holder hereof in
person or by duly authorized  attorney,  upon surrender of this Warrant together
with the Assignment Form annexed hereto properly endorsed.

2.  Authorization  of Shares.  The Company  covenants  that all shares of Common
Stock  which may be issued  upon the  exercise  of  rights  represented  by this
Warrant will,  upon exercise of the rights  represented by this Warrant and full
payment of the Exercise Price, be duly  authorized,  validly issued,  fully paid
and nonassessable  and free from all taxes,  liens and charges in respect of the
issue  thereof   (other  than  taxes  in  respect  of  any  transfer   occurring
contemporaneously with such issue).

3. Exercise of Warrant. Except as provided in Section 11 herein, exercise of the
purchase  rights  represented by this Warrant may be made at any time commencing
upon the date on which the Company's registration statement on Form S-3 covering
the shares of Common Stock underlying the Warrants is declared  effective by the
Securities  and Exchange  Commission  and ending before the close of business on
the  Termination  Date, or such earlier date on which this Warrant may terminate
as provided in this Warrant,  by the surrender of this Warrant and the Notice of
Exercise  Form annexed  hereto duly  executed,  at the office of the Company (or
such  other  office or agency of the  Company as it may  designate  by notice in
writing to the registered  holder hereof at the address of such holder appearing
on the books of the  Company)  and upon  payment  of the  Exercise  Price of the
shares thereby purchased; whereupon the holder of this Warrant shall be entitled
to receive a certificate  for the number of shares of Common Stock so purchased.
Certificates  for shares  purchased  hereunder  shall be delivered to the holder
hereof  within four (4) business days after the date on which this Warrant shall
have been exercised as aforesaid,  or be subject to the damages set forth in the
Agreement.  Payment of the Exercise Price may be by certified check or cashier's
check or by wire  transfer to an account  designated by the Company in an amount
equal to the Exercise Price multiplied by the number of Warrant Shares.

4. No Fractional Shares or Script.  No fractional  shares or scrip  representing
fractional shares shall be issued upon the exercise of this Warrant.  Fractional
Shares shall be rounded down as provided for in Section 5(g) of the  Certificate
of Designation.

5. Charges,  Taxes and Expenses.  Issuance of certificates  for shares of Common
Stock upon the  exercise of this  Warrant  shall be made  without  charge to the
holder  hereof  for any issue or  transfer  tax or other  incidental  expense in
respect of the  issuance of such  certificate,  all of which taxes and  expenses
shall be paid by the Company,  and such certificates shall be issued in the name
of the holder of this Warrant or in such name or names as may be directed by the
holder of this Warrant;  provided,  however,  that in the event certificates for
shares of Common  Stock  are to be issued in a name  other  than the name of the
holder of this  Warrant,  this Warrant when  surrendered  for exercise  shall be
accompanied by the Assignment  Form attached  hereto duly executed by the holder
hereof, and provided further, that upon any transfer involved in the issuance or
delivery  of any  certificates  for  shares of Common  Stock,  the  Company  may
require, as a condition thereto, the payment of a sum sufficient to reimburse it
for any transfer tax incidental thereto.

6. Closing of Books.  Unless otherwise  required by law or the principal trading
market  for  the  Company's  Common  Stock,  the  Company  will  not  close  its
shareholder books or records in any manner which prevents the timely exercise of
this Warrant for a period of time in excess of five (5) trading days per year.

7. No Rights as Shareholder  until  Exercise.  This Warrant does not entitle the
holder  hereof to any  voting  rights or other  rights as a  shareholder  of the
Company  prior to the exercise  thereof.  Upon the surrender of this Warrant and
the payment of the aggregate  Exercise  Price,  the Warrant  Shares so purchased
shall be, and be deemed to be, issued to such holder as the record owner of such
shares as of the close of business on the later of the date of such surrender or
payment.

8.  Assignment  and  Transfer  of Warrant.  This  Warrant may be assigned by the
surrender of this Warrant and the  Assignment  Form annexed hereto duly executed
at the office of the Company  (or such other  office or agency of the Company as
it may  designate by notice in writing to the  registered  holder  hereof at the
address  of such  holder  appearing  on the  books  of the  Company);  provided,
however,  that the Company may require, as a condition thereto, the payment of a
sum sufficient to reimburse it for any expenses of transfer  incidental  thereto
and that this Warrant may not be resold or otherwise transferred except (I) in a
transaction  registered under the Securities Act of 1933 (the "Securities Act"),
or (ii) in a  transaction  pursuant to an  exemption,  if  available,  from such
registration  and whereby,  if  requested by the Company,  an opinion of counsel
reasonably  satisfactory to counsel for the Company is obtained by the holder of
this Warrant to the effect that the transaction is so exempt.

9. Loss, Theft, Destruction or Mutilation of Warrant. The Company represents and
warrants that upon receipt by the Company of evidence reasonably satisfactory to
it of the loss, theft,  destruction or mutilation of this Warrant certificate or
any stock certificate relating to the Warrant Shares, and in case of loss, theft
or destruction, of indemnity or security reasonably satisfactory to it, and upon
reimbursement to the Company of all reasonable expenses incidental thereto,  and
upon  surrender  and  cancellation  of such  Warrant  or stock  certificate,  if
mutilated,  the Company will make and deliver a new Warrant or stock certificate
of like  tenor and dated as of such  cancellation,  in lieu of such  Warrant  or
stock certificate.

10.  Saturdays,  Sundays,  Holidays,  etc. If the last or appointed  day for the
taking of any action or the  expiration of any right  required or granted herein
shall be a Saturday,  Sunday or a legal  holiday in the State of New York,  then
such action may be taken or such right may be exercised  on the next  succeeding
day not a legal holiday.

11.      Effect of Certain Events.

(a) If at any time the Company  proposes (i) to sell or otherwise  convey all or
substantially  all of its assets or (ii) to effect a  transaction  (by merger or
otherwise) in which more than 50% of the voting power of the Company is disposed
of (collectively, a "Sale or Merger Transaction"), in which the consideration to
be received by the Company or its shareholders consists solely of cash, then the
Warrant shall  terminate if the Warrant has not been  exercised by the effective
date of such Sale or Merger  transaction,  the Company  shall give the holder of
this  Warrant  thirty (30) days notice of such  termination  and of the proposed
effective date of the Sale or Merger transaction.

(b) In case the Company shall at any time effect a Sale or Merger Transaction in
which the  consideration  to be  received  by the  Company  or its  shareholders
consists  in whole or in part of  consideration  other than cash,  the holder of
this Warrant shall have the right  thereafter  to purchase,  by exercise of this
Warrant and payment of the aggregate  Exercise Price in effect immediately prior
to such action,  the kind and amount of shares and other securities and property
which it would have owned or have been  entitled to receive  after the happening
of such Sale or Merger  transaction had this Warrant been exercised  immediately
prior thereto.

(c)      "Piggy-Back" Registration.

(i) The  holder  of this  Warrant  shall  have the right to  include  all of the
Warrant Shares (the  "Registrable  Securities")  as part of any  registration of
securities  filed by the Company  (other than in  connection  with a transaction
contemplated by Rule 145(a)  promulgated under the Securities Act or pursuant to
Forms S-4 or S-8) and must be  notified  in writing of such  filing.  The holder
shall have five (5) business days to notify the Company in writing as to whether
the  Company  is to  include  holder's  Registrable  Securities  as  part of the
registration;  provided,  however,  that if any  registration  pursuant  to this
Section shall be underwritten, in whole or in part, the Company may require that
the Registrable  Securities  requested for inclusion pursuant to this Section be
included in the  underwriting on the same terms and conditions as the securities
other-wise being sold through the underwriters. If in the good faith judgment of
the underwriter of such offering only a limited number of Registrable Securities
should be included in such offering,  or no such shares should be included,  the
holder of such Registrable Securities, and any other selling stockholders, shall
be reduced,  such  reduction  to be applied by  excluding  (on a pro rata basis)
Registrable  Securities  proposed  to be sold by the holder of this  Warrant and
shares proposed to be sold by all other persons.  Those  Registrable  Securities
which are not included in an  underwritten  offering  pursuant to the  foregoing
provisions  of this Section (and all other  Registrable  Securities  held by the
selling  stockholders)  shall be withheld from the market by the Holders thereof
for a  period,  not to exceed  ninety  (90)  days,  which  the  underwriter  may
reasonably  determine-nine  is  necessary  in order to effect such  underwritten
offering,  and the Holder shall sign any  agreement to this effect  requested by
such  underwriter.  Notwithstanding  the foregoing  provisions,  the Company may
withdraw any  registration  statement  without  incurring  any  liability to the
holders of Registrable Securities.

(ii) The registration  rights set forth in Section 11(c)(i) shall cease upon the
earliest of (A) the effective  registration  under the  Securities Act of all of
the Registrable  Securities and the disposal of such securities pursuant to such
registration,  (B)  registration  under the Securities Act is no longer required
for the  immediate  public  distribution  of such  security  as a result  of the
provisions  of Rule  144  promulgated  under  the  Securities  Act,  or (C) such
Registrable Securities cease to be outstanding.

12.  Adjustments-of  Exercise Price and Number of Warrant Shares. The number and
kind of  securities  purchasable  upon  the  exercise  of this  Warrant  and the
Exercise  Price  shall be  subject  to  adjustment  from  time to time  upon the
happening of any of the following.

In case the  Company  shall (i)  declare or pay a  dividend  in shares of Common
Stock or make a  distribution  in  shares  of  Common  Stock to  holders  of its
outstanding Common Stock, (ii) subdivide its outstanding shares of Common Stock,
(iii) combine its  outstanding  shares of Common Stock into a smaller  number of
shares  of Common  Stock or (iv)  issue any  shares  of its  capital  stock in a
reclassification  of the  Common  Stock,  then  the  number  of  Warrant  Shares
purchasable  upon  exercise of this Warrant  immediately  prior thereto shall be
adjusted  so that the holder of this  Warrant  shall be  entitled to receive the
kind and number of Warrant  Shares or other  securities  of the Company which he
would  have  owned or have  been  entitled  to  receive  had such  Warrant  been
exercised in advance thereof Upon each such adjustment of the kind and number of
Warrant  Shares  or  other  securities  of the  Company  which  are  purchasable
hereunder,  the holder of this Warrant shall  thereafter be entitled to purchase
the number of Warrant Shares or other securities  resulting from such adjustment
at an  Exercise  Price per such  Warrant  Share or other  security  obtained  by
multiplying the Exercise Price in effect immediately prior to such adjustment by
the number of Warrant Shares  purchasable  pursuant hereto  immediately prior to
such adjustment and dividing by the number of Warrant Shares or other securities
of the Company  resulting from such  adjustment.  An adjustment made pursuant to
this paragraph shall become  effective  immediately  after the effective date of
such event retroactive to the record date, if any, for such event.

13. Voluntary  Adjustment by the Company. The Company may at any time during the
term of this Warrant,  reduce the then current  Exercise Price to any amount and
for any  period of time  deemed  appropriate  by the Board of  Directors  of the
Company.

14.  Notice of  Adjustment.  Whenever the number of Warrant  Shares or number or
kind of  securities  or other  property  purchasable  upon the  exercise of this
Warrant or the Exercise Price is adjusted, as herein provided, the Company shall
promptly mail by registered or certified mail, return receipt requested,  to the
holder of this Warrant notice of such  adjustment or  adjustments  setting forth
the number of Warrant Shares (and other securities or property) purchasable upon
the exercise of this Warrant and the Exercise  Price of such Warrant Shares (and
other  securities  or property)  after such  adjustment,  setting  forth a brief
statement  of  the  facts  requiring  such  adjustment  and  setting  forth  the
computation  by which  such  adjustment  was made.  Such  notice,  in absence of
manifest  error,  shall  be  conclusive  evidence  of the  correctness  of  such
adjustment.

15. Authorized  Shares. The Company covenants that during the period the Warrant
is outstanding,  it will reserve from its authorized and unissued Common Stock a
sufficient  number of shares to provide for the  issuance of the Warrant  Shares
upon the exercise of any purchase rights under this Warrant. The Company further
covenants that its issuance of this Warrant shall  constitute  full authority to
its officers who are charged with the duty of executing  stock  certificates  to
execute and issue the  necessary  certificates  for the Warrant  Shares upon the
exercise of the purchase  rights under this  Warrant.  The Company will take all
such  reasonable  action as may be necessary to assure that such Warrant  Shares
may be issued as 'provided  herein  without  violation of any  applicable law or
regulation,  or of any  requirements  of prove the  NASDAQ  Stock  Market or any
domestic securities exchange upon which the Common Stock may be listed.

16.      Miscellaneous.

(a) Issue Date, Jurisdiction.  The provisions of this Warrant shall be construed
and shall be given effect in all respects as if it had been issued and delivered
by the  Company  on the date  hereof  This  Warrant  shall be  binding  upon any
successors or assigns of the Company.  This Warrant shall  constitute a contract
under the laws of the State of Delaware,  without regard to its conflict of law,
principles or rules. 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 Delaware
without  regard  to  choice of law  considerations.  The  courts of the State of
Delaware shall have exclusive jurisdiction over any cause or controversy arising
under the terms of this  Agreement  or between  the parties as the result of any
act  taken  or  failure  to act not  taken  by  either  party  pursuant  to this
Agreement.

(b)  Restrictions.  The  holder  hereof  acknowledges  that the  Warrant  Shares
acquired  upon the  exercise  of this  Warrant,  if not  registered,  will  have
restrictions upon resale imposed by state and federal securities laws.

(c)  Modification  and Waiver.  This  Warrant and any  provisions  hereof may be
changed,  waived,  discharged  or  terminated  only by an  instrument in writing
signed by the party against which enforcement of the same is sought.

(d) Notices.  Any notice,  request or other document required or permitted to be
given or  delivered to the holders  hereof by the Company  shall be delivered or
shall be sent by certified or registered  mail,  postage  prepaid,  to each such
holder at its  address as shown on the Books of the Company or to the Company at
the address set forth in the Agreement.

(e) Capitalized  Terms. All capitalized terms not otherwise defined herein shall
have the meaning assigned to them in the Agreement.

(d) Entire  Agreement.  This Warrant,  together  with all  documents  referenced
herein, embody the entire agreement and understanding between the parties hereto
with  respect to the  subject  matter  hereof and  supersedes  all prior oral or
written agreements and understandings  relating to the subject matter hereof. No
statement,  representation,  warranty,  covenant  or  agreement  of any kind not
expressly set forth in this  Agreement  shall  affect,  or be used to interpret,
change or restrict, the express terms and provisions of this Agreement.

IN WITNESS  WHEREOF,  the Company has caused this  Warrant to be executed by its
officer thereunto duly authorized.

Dated: March 6, 2000

                    GLOBAL TECHNOVATIONS, INC.





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