EXHIBIT 10.26
                          Top Source Technologies, Inc.
                               7108 Fairway Drive
                                    Suite 200
                          Palm Beach Gardens, FL 33418


                                             Effective as of June 1, 1997

Mr. Stuart Landow
Top Source Technologies, Inc.
450 Park Avenue, Suite 2100
New York, NY 10022-2660

                  Re:      Employment Agreement

Dear Mr. Landow:

                  We refer to the  Employment  Agreement  dated as of August 18,
1993, as amended by the letter agreement dated November 30, 1993 (as so amended,
the "Employment  Agreement") between you and Top Source Technologies,  Inc. (the
"Company").

                  Section  3 of  the  Employment  Agreement  provides  that  the
initial  five year term of the  Employment  Agreement  shall  continue in effect
until August 18, 1998,  unless  earlier  terminated  pursuant to the  Employment
Agreement, "provided, however, that the term of [the Employment Agreement] shall
automatically  be extended without further action of either party for additional
one year periods unless written notice of either party's intention not to extend
shall have been provided to the other party ...
no later than one year prior to the end of the then effective term".

                  Section 6 of the Employment  Agreement  provides,  inter alia,
that upon your  resignation  from  employment with the Company for "Good Reason"
you shall be entitled to certain  benefits.  "Good Reason" is defined to include
"any  action by the Company  which  results in a material  diminution  in [your]
position, authority, duties or responsibilities as set forth in [the Employment]
Agreement".

                  As you know,  the Company's  Board of Directors has determined
that it would best serve  stockholder  interests  to augment top  management  by
retaining the services of an additional  executive,  as chief executive  officer
(the "New  Executive"),  to work with you in executing  the  Company's  business
plan.  Indeed,  as you know, in recent days the Company and Mr. William  Willis,
Jr. have agreed on the  principal  terms under which Mr.  Willis has assumed the
position of chief  executive  officer of the Company.  The Company  acknowledges
that the retention of Mr.  Willis as the New Executive has triggered  your right
to resign from employment with the Company for Good Reason.

                  The Company believes that it would be in the best interests of
the Company and its  stockholders  for you to continue your  employment with the
Company  for some period of time after the  Company  retains the New  Executive,
without requiring you to waive any rights that you may have under the Employment
Agreement.  This would enable you and the Company to evaluate your  relationship
with the New Executive  and the Company and determine  whether you will continue
your  employment  with the  Company on a  longer-term  basis,  and if so on what
terms.

                  Accordingly,  it  has  been  agreed  that  Section  3  of  the
Employment  Agreement  will be amended by extending  the initial term so that it
expires on June 1, 1999 (rather than August 18, 1998), unless earlier terminated
pursuant  to the  Employment  Agreement,  and we have agreed that (i) during the
period from the date of this letter  through  June 1, 1998,  you and the Company
shall  negotiate in good faith in an effort to reach  agreement on the terms and
conditions  of a new  employment  agreement  taking into account your duties and
responsibilities  (although it is understood and  acknowledged  that neither you
nor the  Company  shall be under  any  legal  obligation  to enter  into such an
agreement),  and (ii) you will be able to exercise  your right to terminate  the
Employment  Agreement for "Good  Reason" based on the Company  retaining the New
Executive  (and any such  termination  shall not be  treated as a breach of your
obligation under clause (i) of this sentence) only during the period  commencing
on July 1, 1997 and ending on July 1, 1998;  provided,  however,  that no matter
what date during such period you elect to exercise  such right to terminate  the
Employment  Agreement for "Good  Reason" based on the Company  retaining the New
Executive,  the  payments  that  you  will be  entitled  to  receive  under  the
Employment  Agreement will be calculated as if such  termination had taken place
on July 1, 1997,  except that your  previously  granted options on Company stock
will  continue  to be  exercisable  for  one  year  from  your  actual  date  of
termination in accordance with the terms of the grant  agreements  covering such
options.

                  The  foregoing  is without  prejudice  to any other  rights of
either party to the  Employment  Agreement,  including  either party's rights to
take any actions to which they may be entitled  upon a breach of the  Employment
Agreement by the other party.

                  To  indicate  your  agreement  with  and  acceptance  of  this
amendment  to the  Employment  Agreement,  please  evidence  such  agreement  by
executing the  acknowledgment  below and returning it to Weil,  Gotshal & Manges
LLP, 767 Fifth  Avenue,  New York, NY 10153,  Fax:  (212)  310-8007,  Attention:
Dennis J. Block.

                  Except as specifically amended above, the Employment Agreement
shall remain in full force and effect.


<PAGE>

     This Amendment 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  Amendment  may be by  actual  or
facsimile signature.
                                            TOP SOURCE TECHNOLOGIES, INC.



                                            By:__________________________
                                            Name:
                                            Title:


Acknowledged and Agreed:



------------------------
         Stuart Landow