EXHIBIT 10.22

                        AMENDED STOCK PURCHASE AGREEMENT

         THIS AMENDED STOCK PURCHASE AGREEMENT (the "Agreement") entered into as
of this 23rd day of December,  1998, by and among TOP SOURCE TECHNOLOGIES,  INC.
(the "Company"),  G. Jeff Mennen,  Co-Trustee U/A Dated 10/23/85 FBO Descendents
of George S. Mennen ("Mennen") and Wilmington Trust Co.  ("Wilmington") & George
Jeff Mennen, Co-Trustees U/A dated 11/25/70 with George S. Mennen for John Henry
Mennen (collectively the "Purchasers") hereby amends that certain Stock Purchase
Agreement dated on November 17, 1998, as amended in order to correct  scriveners
errors as to the parties to that Agreement.

         WHEREAS,  the Company  desires to sell and has sold to  Wilmington  and
Mennen  $2,000,000  and  $1,500,000,  respectively,  of 9% Series B  Convertible
Preferred Stock (the "Preferred Stock") on the terms and conditions contained in
this Agreement.

         WHEREAS,  Wilmington  and Mennen desire to purchase and have  purchased
$2,000,000 and  $1,500,000,  respectively,  of Preferred  Stock on the terms and
conditions contained in this Agreement.

         NOW,  THEREFORE,  in  consideration of the mutual promises made herein,
and in consideration of the representations, warranties, and covenants contained
herein, the parties agree as follows:

         1.       Sale of Preferred Stock and Warrants.

                  (a) Purchase and Sale of  Preferred  Stock.  On and subject to
         the terms and  conditions  of this  Agreement,  the Company has sold to
         Mennen and Wilmington and Mennen and Wilmington have purchased from the
         Company  $1,500,000 and $2,000,000,  respectively,  of Preferred Stock.
         The terms and  conditions of the  Preferred  Stock are contained on the
         Certificate of  Designation  annexed as Schedule 1(a) to this Agreement
         which  Certificate  of  Designation  has been filed  with the  Delaware
         Secretary of State following the Closing, as defined.

                  (b) Issuance of the Warrants. As additional  consideration for
         the $3,500,000 to be paid by the Purchasers,  the Company issued Mennen
         and  Wilmington  150,000  and  200,000  warrants,   respectively,  (the
         "Warrants")  exercisable  at a price of $1.00 above the last sale price
         of the  Company's  common stock the day of the  Closing,  as defined or
         $1.9375 per share.  The Warrants  shall not be redeemable  and shall be
         exercisable  for a period of 10 years from issuance.  Additionally,  if
         the  Preferred  Stock has not been  redeemed or  converted  into common
         stock on or before May 1, 1999,  the Company  shall issue to Mennen and
         Wilmington  an  additional  21,429 and 28,571  Warrants,  respectively,
         containing the same terms and conditions as the 350,000 Warrants except
         that the 50,000  Warrants  shall be  exercisable at a price of $.50 per
         share above the last sale of the  Company's  common  stock on April 30,
         1999.

                  (c) The Closing. The closing of the transactions  contemplated
         by this  Agreement  (the  "Closing")  took place at the  offices of the
         Company at 7108 Fairway Drive,  Suite 200, Palm Beach Gardens,  Florida
         at 10:00 a.m. on the 17th day of November,  1998.  At the Closing,  (i)
         the Company  delivered  to the  Purchasers  the  various  certificates,
         instruments  and  documents  referred  to in this  Agreement  including
         certificates  for the  Preferred  Stock  and  the  Warrants,  (ii)  the
         Purchasers  delivered to the Company $3,500,000,  and (iii) the Company
         executed the  Certificate of Designation  and transmitted it for filing
         to the Delaware Secretary of State.

         2.   Representations  and  Warranties  of  the  Company.   The  Company
represents and warrants to the Purchasers that the statements  contained in this
Section 2 are, to its  knowledge,  correct  and  complete as of the date of this
Agreement  and were,  to its  knowledge,  correct and complete as of the Closing
Date.

                  (a) Organization of the Company.  The Company is a corporation
         duly organized,  validly existing,  and in good standing under the laws
         of the State of  Delaware.  The Company is duly  authorized  to conduct
         business and is in good standing under the laws of each jurisdiction in
         which the Company  owns,  leases or operates  property or in which such
         qualification  is required for the conduct of its business except where
         the failure to be so qualified will not have a material  adverse effect
         on the results of operations  or future  prospects of the Company taken
         as a whole. The Company has full corporate power and authority to carry
         on the  businesses  in  which  it is  engaged  and to own  and  use the
         properties  owned and used by it.  The  Company  has  delivered  to the
         Purchasers   correct  and  complete   copies  of  its   certificate  of
         incorporation  and bylaws,  as  amended.  The Company is not in default
         under  or  in  violation  of  any  provision  of  its   certificate  of
         incorporation or bylaws.

                  (b)  Authorization  of  Transaction.  The Company has the full
         power and  authority  to execute  and  deliver  this  Agreement  and to
         perform its obligations hereunder.  Subject to execution,  delivery and
         authorization of the Purchasers, this Agreement constitutes the binding
         obligation of the Company  enforceable in accordance with its terms and
         conditions.  The  Company  need not give any notice to, make any filing
         with,  or  obtain  any  authorization,  consent,  or  approval  of  any
         government  or   governmental   agency  in  order  to  consummate   the
         transactions contemplated by this Agreement.

                  (c) Non-Contravention.  Neither the execution and the delivery
         of  this  Agreement,   nor  the   consummation   of  the   transactions
         contemplated  hereby,  will  (i)  violate  any  constitution,  statute,
         regulation, rule, injunction,  judgment, order, decree, ruling, charge,
         or other restriction of any government,  governmental  agency, or court
         to which the  Company is subject or, (ii)  conflict  with,  result in a
         breach of,  constitute a default under,  result in the acceleration of,
         create  in any party the right to  accelerate,  terminate,  modify,  or
         cancel,  or require any notice under, any agreement,  contract,  lease,
         license,  instrument,  or other  arrangement  to which the Company is a
         party  or by  which it is  bound  or to  which  any of its  assets  are
         subject.

                  (d) Brokers'  Fees. The Company has no liability or obligation
         to pay any fees or  commissions  to any broker,  finder,  or agent with
         respect to the  transactions  contemplated  by this Agreement for which
         the Purchasers could become liable or obligated.

                  (e) Title to Assets. The Company has good and marketable title
         to, or a valid leasehold interest in, the properties and assets used by
         it,  located on its  premises,  shown on its Form 10-Q for the  quarter
         ended  June 30,  1998  (the  "Form  10-Q") or  acquired  after the date
         thereof  and the  properties  and  assets  are  free  and  clear of all
         security interests, except for properties and assets disposed of in the
         ordinary  course of business  since June 30, 1998, as shown on Schedule
         2(e), or as disclosed on the Form 10-Q,  Form 10-K/A No. 3 for the year
         ended  September  30, 1997 (the "Form 10-K") or the  preliminary  Proxy
         Statement dated November 6, 1998 (the "Proxy") and the Supplement dated
         November 23, 1998 filed by the Company with the Securities and Exchange
         Commission (the "SEC").

                  (f)      Capitalization.

                           (i)  The  authorized  capital  stock  of the  Company
                  consists  of  50,000,000  shares  of  common  stock  of  which
                  29,018,439  shares are  outstanding  and  5,000,000  shares of
                  Preferred Stock of which 1,000 shares of 5% Series A Preferred
                  Stock were  outstanding  as of November 17,  1998.  All of the
                  issued  and  outstanding   shares  of  common  stock  and  the
                  outstanding 5% Series A Preferred Stock are validly issued and
                  are fully paid, non-assessable and free of preemptive rights.

                           (ii) Except as disclosed  in the Form 10-Q,  the Form
                  10-K, the Proxy or the Supplement, or as set forth on Schedule
                  2(f)(ii), there are (A) no outstanding subscriptions, options,
                  calls, contracts, commitments,  understandings,  restrictions,
                  arrangements,  rights  or  warrants,  including  any  right of
                  conversion  or  exchange  under  any   outstanding   security,
                  instrument or other  agreement  and also  including any rights
                  plan or other anti-takeover agreement,  obligating the Company
                  to issue, deliver or sell, or cause to be issued, delivered or
                  sold, additional shares of the capital stock of the Company or
                  obligating  the  Company  to grant,  extend or enter  into any
                  agreement or commitment,  and (B) no voting trusts, proxies or
                  other agreements or  understandings  to which the Company is a
                  party or is bound with  respect to the voting of any shares of
                  the capital  stock of the Company.  The shares of common stock
                  to  be  issued  to  the  Purchasers  upon  conversion  of  the
                  Preferred  Stock and  exercise  of the  Warrants  will be duly
                  authorized,  validly issued, fully paid and non-assessable and
                  free of preemptive rights.

                  (g) Reports and  Financial  Statements.  The Company has filed
         with the SEC all forms,  statements,  reports and documents  (including
         all exhibits,  amendments and supplements thereto) required to be filed
         by it under each of the Securities Act of 1933 (the "Securities  Act"),
         the  Securities  Exchange  Act of 1934  and the  respective  rules  and
         regulations  thereunder,  all  of  which,  as  amended  if  applicable,
         complied in all material  respects with all applicable  requirements of
         the  appropriate  act and the rules  and  regulations  thereunder.  The
         Company has previously  delivered to the Purchasers  copies of its Form
         10-Q, Form 10-K, the Proxy and the Supplement.  As of their  respective
         dates,  the Form 10-Q,  the Form 10-K, the Proxy and the Supplement did
         not contain any untrue  statement of a material fact or omit to state a
         material  fact  required to be stated  therein or necessary to make the
         statements therein, in light of the circumstances under which they were
         made, not misleading.  The financial statements of the Company included
         in such reports  (collectively  the "Company's  Financial  Statements")
         have been prepared in accordance  with  generally  accepted  accounting
         principles  applied on a consistent  basis  (except as may be indicated
         therein or in the notes  thereto)  and  fairly  present  the  financial
         position  of the  Company as of the dates  thereof  and the  results of
         operations  and changes in  financial  position  for the  periods  then
         ended,  subject,  in  the  case  of  the  unaudited  interim  financial
         statements,  to normal  year-end  and audit  adjustments  and any other
         adjustments described therein.

                  (h) Absence of Undisclosed Liabilities. Except as disclosed in
         the Form 10-Q,  the Company did not have at June 30, 1998,  and has not
         incurred  since that date,  any  liabilities  or  obligations  (whether
         absolute,  accrued, contingent or otherwise) of any nature, except: (A)
         liabilities,  obligations  or  contingencies  (1) which are  accrued or
         reserved against in the Company's Financial  Statements or reflected in
         the notes  thereto,  or (2) which were incurred after June 30, 1998 and
         were incurred in the ordinary  course of business and  consistent  with
         past practices; (B) liabilities, obligations or contingencies which (1)
         would not,  in the  aggregate,  have a material  adverse  effect on the
         Company,  or (2) have been discharged or paid in full prior to the date
         hereof;  and (C) liabilities and obligations  which are of a nature not
         required to be reflected  in the  financial  statements  of the Company
         prepared in accordance with generally  accepted  accounting  principles
         consistently  applied and which were incurred in the ordinary course of
         business.

                  (i)  Absence of Certain  Changes or Events.  Since the date of
         the Form 10-Q, except as disclosed in the Proxy, there has not been any
         material  adverse  change  in  the  business,  operations,  properties,
         assets,  liabilities,   condition  (financial  or  other),  results  of
         operations or prospects of the Company,  taken as a whole, including as
         a result of any  change in  capital  structure,  employee  compensation
         arrangement (including severance rights and benefit plans),  accounting
         method or applicable law.

                  (j) Material  Agreements.  Since October 1, 1997,  the Company
         has not entered  into any material  agreements  which were not filed as
         exhibits to or disclosed in the Form 10-Q,  Form 10-K, the Proxy or the
         Supplement except in the ordinary course of business.

                  (k) Form 8-Ks.  Since  October 1, 1997,  the  Company  has not
         filed with the SEC any reports on Form 8-K.

                  (l) Disclosure.  The representations and warranties  contained
         in this Section 2(l) do not contain any untrue  statement of a material
         fact or omit to state any material fact  necessary in order to make the
         statements and information contained in this Section 4 not misleading.

                  (m) No Other Representations.  The Company shall not be deemed
         to have made to the  Purchasers  any  representation  or warranty other
         than as is expressly made in Sections 2(a) through (l).

         3.   Representations   and   Warranties   of   the   Purchasers.    The
         representations  and  warranties of Wilmington are being made by George
         Jeff Mennen, as Co-Trustee and Wilmington Trust Co., Trustee is relying
         on George Jeff Mennen as to the  accuracy of such  representations  and
         warranties.

                  (a) Authorization of Transaction. The Purchasers have the full
         power and  authority  to execute  and  deliver  this  Agreement  and to
         perform its obligations hereunder.  Subject to execution,  delivery and
         authorization of the Company, this Agreement constitutes the obligation
         of  the  Purchasers  enforceable  in  accordance  with  its  terms  and
         conditions. The Purchasers need not give any notice to, make any filing
         with,  or  obtain  any  authorization,  consent,  or  approval  of  any
         government  or   governmental   agency  in  order  to  consummate   the
         transactions contemplated by this Agreement.

                  (b)  Investment  Intent.  The  Purchasers  are  acquiring  the
         Preferred  Stock and the Warrants for  investment for their own account
         and  not  with  a view  to,  or  for  resale  in  connection  with  any
         distribution  thereof.  The  Purchasers  understand  that  neither  the
         Preferred  Stock  nor the  Warrants  have  been  registered  under  the
         Securities  Act or the  securities  laws  of any  state  by  reason  of
         specific exemptions from the registration  provisions of the Securities
         Act  and  applicable   state  securities  laws,  which  exemptions  are
         dependent  upon,  among  other  things,  the bona  fide  nature  of the
         investment of the Purchasers as expressed herein.

                  (c)  Accreditation  Investor.  The Purchasers are  "accredited
         investors" as that term is defined by Rule 501(a) promulgated under the
         Securities Act.

                  (d) Rule 144. The  Purchasers  understand  that the  Preferred
         Stock  and  the  Warrants  must  be held  indefinitely  by them  unless
         subsequently   registered  under  the  Securities  Act  and  applicable
         securities  laws or an exemption from such  registration  is available.
         The  Purchasers  are aware of the  provisions  of Rule 144  promulgated
         under the  Securities  Act which permit  limited  resale of  securities
         purchased in a private placement subject to the satisfaction of certain
         conditions.

                  (e) No Public Market. The Purchasers understand that no public
         market now  exists for any of the  Preferred  Stock or  Warrants  to be
         issued to it and that a public market is not expected to ever exist for
         the Preferred  Stock or the Warrants.  the  Purchasers are relying upon
         the registration rights provided by Section 4(c) of this Agreement.

                  (f)  Endorsement or Approval.  The  Purchasers  understand and
         acknowledge that no federal or state agency has passed upon or made any
         recommendations or endorsement of the Preferred Stock or the Warrants.

                  (g) Direct Communication.  The offer and sale of the Preferred
         Stock and the Warrants to the  Purchasers  was made only through direct
         personal  communication between officers of the Company and officers or
         representatives   of  the   Purchasers  and  not  through  any  general
         solicitation or advertising.

         4. Post-Closing  Covenants.  The Company agrees as follows with respect
to the period following the Closing:

                  (a) General. In case at any time after the Closing any further
         action is necessary to carry out the  purposes of this  Agreement,  the
         Company will take such further  action  (including  the  execution  and
         delivery of such further  instruments  and documents) as the Purchasers
         reasonably  may  request,  all at the  sole  cost  and  expense  of the
         Company.

                  (b)  Inspection.  At all times  upon  reasonable  notice,  the
         Purchasers or their authorized  representatives shall have the power to
         inspect  the books and  records  including  the  books and  records  of
         account  of the  Company  for  any  proper  purpose.  As  part  of such
         inspection,  the Purchasers and their  authorized  representatives  may
         make such copies and extra sets of the  Company's  books and records as
         it or they may  reasonably  request.  All of the  foregoing  rights are
         subject  to  the  inspecting  persons  executing  any   confidentiality
         agreement.

                  (c) Registration Rights. The Company shall file a registration
         statement with the SEC on or before  November 30, 1999  registering for
         public sale the common stock  underlying all of the Warrants issued and
         underlying  the Preferred  Stock unless such  Preferred  Stock has been
         fully  redeemed.  The  Company  shall use its best  efforts to keep the
         registration statement current until expiration of the Warrants.

                           (i) The Company shall comply with the requirements of
                  Section 4(c) at its own expense  including legal,  accounting,
                  filing,  blue sky qualification,  and printing fees and costs,
                  but  excluding  underwriting   commissions  or  discounts  and
                  attorneys'  fees and costs  for the  Purchasers.  The  Company
                  shall  pay for all blue sky  costs  in any  states  reasonably
                  requested.

                           (ii) The  Company's  obligation  under  Sections 4(c)
                  shall be  conditioned  upon a timely receipt by the Company in
                  writing of:

                                       (A)  Information  as to the terms of such
                           public  offering  furnished  by or on  behalf  of the
                           Purchaser  intending to make a public distribution of
                           its common stock; and

                                       (B) Such other information as the Company
                           may  reasonably   require  from  the  Purchasers  for
                           inclusion   in   such   registration   statement   or
                           post-effective  amendment including a statement as to
                           compliance  with  Regulation M promulgated  under the
                           Securities Exchange Act of 1934.

         5.       Remedies For Breaches of This Agreement.

                  (a) Survival of  Representations  and  Warranties.  All of the
         representations  and  warranties  of  the  parties  contained  in  this
         Agreement  shall  survive the Closing  hereunder  and  continue in full
         force and effect for a period of three years (subject to any applicable
         statutes of limitations).

                  (b) Indemnification  Provisions for Benefit of the Purchasers.
         In  the  event  the  Company  breaches  any  of  its   representations,
         warranties,  and  covenants  contained  herein  and  provided  that the
         Purchasers  make  a  written  claim  for  indemnification  against  the
         Company,  then the Company agrees to indemnify the Purchasers  from and
         against the entirety of any losses, damages, amounts paid in settlement
         of any claim or action,  expenses,  or fees  including  court costs and
         reasonable attorneys' fees and expenses.

         6.       Miscellaneous.

                  (a) Expenses.  Each of the parties to this  transaction  shall
         bear its own costs and  expenses  (including  legal fees and  expenses)
         incurred  in  connection  with  this  Agreement  and  the  transactions
         contemplated  hereby  except  that  the  Company  shall  reimburse  the
         Purchasers up to $20,000 (allocated on a pro-rata basis) for legal fees
         and expenses  incurred in connection with the negotiation and execution
         of this Agreement.

                  (b) 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.

                  (c)  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.

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

                  (e) 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
         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: William C. Willis, Jr., President
                      Top Source Technologies, Inc.
                      7108 Fairway Drive, Suite 200
                      Palm Beach Gardens, FL  33418-3757
                      Facsimile:  (561) 691-5220

         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



         Mennen:  c/o TMF Investments, Inc.
                  25B Hanover Road
                  Florham Park, NJ 07932

         Wilmington:    Wilmington Trust Company
                        Rodney Square North
                        1100 North Market Street
                        Wilmington, DE  19890-0001


         or to such  other  address  as any 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 delivery in person or by mailing.

                  (f)   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  parties shall be
         entitled to an award by the court or  arbitrator,  as  appropriate,  of
         reasonable attorney's fees, costs and expenses.

                  (g) 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.

                  (h)   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 Delaware
         without regard to choice of law considerations.

                  (i) 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
         arbitrators  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.

                  (j) 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.

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

WITNESSES:                          TOP SOURCE TECHNOLOGIES, INC.

                                    By:
                                      David Natan, Vice President and CFO



                                      G. Jeff Mennen, Trustee
                                      U/A dated FBO Descendents of
                                        George S. Mennen


______________________                By: ___________________________
                                        G. Jeff Mennen
----------------------

           WILMINGTON  TRUST CO. & GEORGE  JEFF  MENNEN,  CO-TRUSTEES
           U/A DATED  11/25/70  WITH  GEORGE S. MENNEN FOR JOHN HENRY MENNEN

                                        By:
                                            Wilmington Trust Co., Trustee



                                        By:____________________________
                                            George Jeff Mennen, Co-Trustee