UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                FORM 10-K/A No. 1


 [X]Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
    Act of 1934
                      For the year ended September 30, 1999

                         Commission File Number 1-11046

                           GLOBAL TECHNOVATIONS, INC.
             (Exact name of Registrant as specified in its charter).

Delaware                                                 84-1027821
(State or other jurisdiction of                          (I.R.S. Employer
corporation or organization)                           Identification Number)

        7108 Fairway Drive, Suite 200, Palm Beach Gardens, Florida 33418
               (Address of Principal Executive Office) (Zip Code)

       Registrant's telephone number, including area code: (561) 775-5756

           Securities registered pursuant to Section 12(b) of the Act:

                                                  Name of each exchange
Title of each class                                on which registered
 Common Stock                                     American Stock Exchange

           Securities registered pursuant to Section 12(g) of the Act:
                 $.001 par value Common Stock (Title of Class)
                                      None

Indicate by check mark whether the Registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or such shorter period that the Registrant
was required to file such reports); and (2) has been subject to such filing
requirements for the past 90 days. Yes X No


Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
Incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K [X]

As of December 27, 1999, 29,799,281 shares of $.001 par value Common Stock (the
Registrant's only class of voting stock) were outstanding. The aggregate market
value of the common shares of the Registrant on December 27, 1999 (on the
closing sales price) held by non-affiliates of the Registrant, was approximately
$23,565,657.

<PAGE>
ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a)

(1)      Financial Statements (1)

(2)      Financial Statement Schedules required to be filed.
         Schedule II - Valuation and Qualifying Accounts (1)

All other schedules have been omitted because the required information is shown
in the consolidated financial statements or notes thereto or they are not
applicable.

(3)      Exhibits

(1)      Filed in the original Form 10-K filed for the year ended September
         30, 1999


EXHIBIT INDEX



NUMBER                     EXHIBIT                                   FOOTNOTE

3.0     Amended and Restated Certificate of Incorporation                1

3.1     Amendment to Certificate of Incorporation                        8


3.2     By-Laws                                                          2

3.3     Amendment to By-Laws                                             8

3.4     Amendment to the Amended and Restated Certificate of
        Incorporation                                                    6

3.5     Form of Third Certificate of Designation (Series B Preferred
        Stock)                                                          21

4.0     1990 Stock Plan                                                  3

4.1     1993 Stock Option Plan                                           6

10.1    First Amendment to Lease of On-Site Analysis, Inc., Atlanta, GA  6

10.2    Shareholder Rights Plan                                          5

10.3    Note Purchase Agreement dated as of June 9, 1995                 7

10.4    First Amendment to Shareholder Rights Plan                       8

10.5    Second Amendment to Shareholder Rights Plan                      9

10.6    Employment Agreement of David Natan                             11

10.7    Lease of office space, Palm Beach Gardens, FL                   12

10.8    Employment Agreement of William C. Willis, Jr.                  16

10.9    Form of Class A Warrants                                        22

10.10   Form of Class B Warrants                                        22

10.11   Form of Class C Warrants                                        22

10.12   Form of Class D Warrants                                        22

10.13   Form of Class F Warrants                                        22

10.14   Form of Class G Warrants                                        22

10.15   Asset Purchase Agreement - NCT Audio Products, Inc.             18

10.16   Amendment to Asset Purchase Agreement - NCT Audio
        Products, Inc.                                                  19

10.17   Second Amendment to Asset Purchase Agreement - NCT
        Audio Products, Inc.                                            25

10.18   Amendment to Note Purchase Agreement dated as of June 9, 1995   20

10.19   Amended Stock Purchase Agreement - Series B Preferred Stock     20

10.20   Speedco, Inc. Long-Term Lease                                   23

10.21   Flying J, Inc. Agreement                                        23

10.22   SPX Agreement                                                   23

10.23   Staveley, Inc. PLC Agreement                                    23

10.24   Onkyo America, Inc. Asset Purchase Agreement                    24

10.25   Mennen Trust Convertible Note                                   23

10.26   Agreement with Mennen Trusts                                    22

10.27   BioTek Environmental, Inc. Agreement



Exhibit Footnotes


1 Contained in the Form 8-A dated July 10, 1993.

2 Contained in the documents previously filed with the Securities
  and Exchange Commission

3 Contained in the documents previously filed with the Securities
  and Exchange Commission

4 Contained as an exhibit to the Proxy Statement dated January 11, 1994.

5 Contained in Form 8-K dated January 5, 1995.

6 Contained in the documents filed with the Securities and Exchange Commission
  in conjunction with the 9/30/94

7 Contained in documents filed with the Securities and Exchange Commission

8 Contained in the Form 8-K/A No. 1 dated July 17, 1995.

9 Contained in the Form 8-K/A No. 2 dated December 5, 1995.

10 Contained in Amendment No. 1 to the Registration Statement on Form S-3 filed
   May 4, 1995.

11 Contained in Amendment No. 3 to the Registration Statement on Form S-3 filed
   September 27, 1995.

12 Contained in documents filed with the Securities and Exchange Commission

13 Contained in the Form 8-K dated November 12, 1996.

14 Contained in documents filed with the Securities and Exchange Commission

15 Contained in documents filed with the Securities and Exchange Commission

16 Contained in documents filed with the Securities and Exchange Commission

17 Contained in documents filed with the Securities and Exchange Commission

18 Contained in documents filed with the Securities and Exchange Commission

19 Contained as an exhibit to the November 6, 1998 Proxy Statement.

20 Contained in Form 10-K for the year ended September 30, 1998.

21 Contained in Form 10-K/A No. 1 for the year ended September 30, 1998.

22 Contained in Form 10-K for the year ended September 30, 1999.

23 Contained in Amendment No. 6 to the Registration Statement Form S-3 filed
   September 3, 1999.

24 Contained in Form 8-K dated September 30, 1999.

25 Contained in Amendment No. 5 to the Registration Statement Form S-3 filed
   May 21, 1999.


(b)   Reports on Form 8-K

   Form 8-K for the quarter ended September 30, 1999 was filed on October 14,
   1999, and amended on December 13, 1999.
<PAGE>

                                   SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the Registrant  has duly caused this  Registrant's  report on Form
10-K/A  No. 1 to be signed  on its  behalf by the  undersigned,  thereunto  duly
authorized.


GLOBAL TECHNOVATIONS, INC.

/s/William C. Willis, Jr.
---------------------------------
By: William C. Willis, Jr.
Chairman, President and Chief Executive
Officer


Dated:  July 25, 2001



<PAGE>



                                  EXHIBIT INDEX


NUMBER                    EXHIBIT                                   FOOTNOTE

3.0        Amended and Restated Certificate of Incorporation            1

3.1        Amendment to Certificate of Incorporation                    8

3.2        By-Laws                                                      2

3.3        Amendment to By-Laws                                         8


3.4        Amendment to the Amended and Restated Certificate of
           Incorporation                                                6

3.5        Form of Third Certificate of Designation (Series B Preferred
           Stock)                                                       21

4.0        1990 Stock Plan                                              3

4.1        1993 Stock Option Plan                                       6

10.1       First Amendment to Lease of On-Site Analysis, Inc.,
           Atlanta, GA                                                  6

10.2       Shareholder Rights Plan                                      5

10.3       Note Purchase Agreement dated as of June 9, 1995             7

10.4       First Amendment to Shareholder Rights Plan                   8

10.5       Second Amendment to Shareholder Rights Plan                  9

10.6       Employment Agreement of David Natan                          11

10.7       Lease of office space, Palm Beach Gardens, FL                12

10.8       Employment Agreement of William C. Willis, Jr.               16

10.9       Form of Class A Warrants                                     22

10.10      Form of Class B Warrants                                     22

10.11      Form of Class C Warrants                                     22

10.12      Form of Class D Warrants                                     22

10.13      Form of Class F Warrants                                     22

10.14      Form of Class G Warrants                                     22

10.15      Asset Purchase Agreement - NCT Audio Products, Inc.          18

10.16      Amendment to Asset Purchase Agreement - NCT Audio
           Products, Inc.                                               19

10.17      Second Amendment to Asset Purchase Agreement - NCT
           Audio Products, Inc.                                         25

10.18      Amendment to Note Purchase Agreement dated as of
           June 9, 1995                                                 20

10.19      Amended Stock Purchase Agreement - Series B Preferred Stock  20

10.20      Speedco,  Inc. Long-Term Lease                               23

10.21      Flying J, Inc. Agreement                                     23

10.22      SPX Agreement                                                23

10.23      Staveley, Inc. PLC Agreement                                 23


10.24      Onkyo America, Inc. Asset Purchase Agreement                 24

10.25      Mennen Trust Convertible Note                                23


10.26      Agreement with Mennen Trusts                                 22

10.27      BioTek Environmental, Inc. Agreement


<PAGE>


Exhibit Index


   1 Contained in the Form 8-A dated July 10, 1993.

   2 Contained in the documents  previously  filed with the Securities
     and Exchange Commission

   3 Contained in the documents  previously  filed with the Securities
     and Exchange Commission

   4 Contained as an exhibit to the Proxy Statement dated January 11, 1994.

   5 Contained in Form 8-K dated January 5, 1995.

   6 Contained in the documents filed with the Securities and Exchange
     Commission in conjunction with the 9/30/94

   7 Contained in documents  filed with the  Securities  and Exchange
     Commission

   8 Contained in the Form 8-K/A No. 1 dated July 17, 1995.

   9 Contained in the Form 8-K/A No. 2 dated December 5, 1995.


  10 Contained in Amendment No. 1 to the Registration Statement on Form S-3
     filed May 4, 1995.


  11 Contained in Amendment No. 3 to the Registration Statement on Form S-3
     filed September 27, 1995.

  12 Contained in documents filed with the Securities and Exchange
     Commission

  13 Contained in the Form 8-K dated November 12, 1996.

  14 Contained in documents filed with the Securities and Exchange
     Commission

  15 Contained in documents  filed with the  Securities  and Exchange
     Commission

  16 Contained in documents  filed with the  Securities  and Exchange
     Commission

  17 Contained in documents  filed with the  Securities  and Exchange
     Commission

  18 Contained in documents  filed with the  Securities  and Exchange
     Commission

  19 Contained as an exhibit to the November 6, 1998 Proxy Statement.

  20 Contained in Form 10-K for the year ended September 30, 1998.

  21 Contained in Form 10-K/A No. 1 for the year ended September 30, 1998.

  22 Contained in Form 10-K for the year ended September 30, 1999.

  23 Contained in Amendment No. 6 to the Registration Statement Form S-3 filed
     September 3, 1999.

  24 Contained in Form 8-K dated September 30, 1999.


  25 Contained in Amendment No. 5 to the Registration Statement Form S-3 filed
     May 21, 1999.



<PAGE>


                             DISTRIBUTION AGREEMENT


        This Distribution Agreement (the "Agreement") is made as of November
___, 1999, by and among Jack R. Creel ("Creel") and BioTek Environmental
Services, Inc. ("BioTek"), a Texas corporation, whose principal place of
business is 2500 Woodland Park, Suite K303, Houston, Texas 77077 and Top Source
Technologies, Inc. (the "Distributor"), a Delaware corporation, whose principal
place of business is 108 Fairway Drive, Suite 200, Palm Beach Gardens, FL
33418-3757. All references herein to BioTek shall also refer to Creel unless
otherwise stated. BioTek is engaged in the business of growing hydrocarbon
eating microbes. The Distributor desires to solicit and sell, as an independent
distributor, the products or product lines particularly described on Schedule 1
attached to this Agreement (the "Products"); and BioTek desires the Distributor
to act as an independent distributor to solicit and sell the Products, all in
accordance with the terms and conditions of this Agreement.

         1.       Appointment.
(a)               BioTek hereby appoints the Distributor as the exclusive
                  distributor of BioTek to solicit and sell the Products to the
                  customers described on Schedule 1 attached hereto (the
                  "Customers"). The Distributor accepts such appointment in
                  accordance with the terms of this Agreement. The Distributor
                  represents and warrants that it has the ability and experience
                  to carry out its obligations under this Agreement, and that
                  Distributor is not under any restriction prohibiting the
                  Distributor's performance under this Agreement.
(b)               If the Distributor fails to generate at least $1,000,000 in
                  revenues by May 31, 2001 (or such longer period on a month
                  ending at least 18 full months following the Distributor's
                  receipt of inventory pursuant to the initial order for
                  inventory), the Distributor's exclusivity shall cease as to
                  Customers except for those Customers (and any affiliates and
                  entity under common control) to which the Distributor has sold
                  Products. The Distributor shall retain its right to continue
                  to sell Products on a non-exclusive basis.

         2. Term. Unless sooner terminated as provided elsewhere in this
Agreement, this Agreement shall be effective from the date hereof and for 25
calendar years immediately following such date, and, thereafter, it shall be
renewed automatically on a calendar year basis, unless 180 days' prior notice is
given by either party.

         3. Relationship of Parties. The Distributor is an independent
contractor, conducting all of its business in its own name and responsible for
its own business and means of carrying out the performance of its obligations
under this Agreement. Neither party shall have authority to make any
representations, warranties, or guaranties on behalf of the other, to enter into
any contracts or commitments in the name or on behalf of the other, or to bind
the other in any way. The Distributor shall have no liability to any third party
in connection with any representation made by the BioTek to such third party.
The parties to this Agreement do not intend, and nothing in this Agreement shall
be construed, to create a partnership or joint venture between them.

        4.   General Obligations of BioTek.  In addition to other provisions of
this Agreement, BioTek shall:

        (a) supply the Distributor with the Products at BioTek's direct cost
evidenced by invoices from unaffiliated third parties. Any cost increases not
evidenced by 30 days' notice from suppliers and prompt notice from BioTek shall
be borne by BioTek. The Distributor shall have the right to cause BioTek to
change any of its suppliers upon 30 days' notice. On one occasion during any
calendar year, the Distributor may have its employees and auditors review the
books and records including electronic media of BioTek, and any other available
information for the purpose of verifying BioTek's direct costs. If the parties
cannot agree upon the actual direct costs, the dispute shall be settled by
arbitration as provided by Section 25. If there is any variance in excess of
5%, the costs incurred in reviewing BioTek's direct costs and the cost of
arbitration shall be paid by BioTek;

(b) supply the Products within 30 days from date of receipt of each purchase
order;

c) permit the Distributor to market the Products under its own name using the
tradename MightyClean 2000(TM)or any other mutually acceptable tradename;

(d) permit the  Distributor to offer the Products to national or key accounts on
a "private label" basis;

(e) provide up to 10 days of training, within 30 days of signing this Agreement.
The Distributor will promptly  reimburse  BioTek for the reasonable  expenses it
incurs in attending these training sessions;

(f)  supply  customer  leads  in  the  Territory  in  accordance  with  BioTek's
independent distributor policies;

(g) provide the Distributor with technical and sales information, literature and
promotional  materials  for the  Products as are made  available to other BioTek
distributors from time to time;

(h) upon the reasonable  request of the Distributor,  cause its sales management
and other sales personnel to participate in national sales meetings sponsored by
the  Distributor  and attend sales  presentations  to potential  customers.  The
Distributor will promptly reimburse BioTek for the reasonable expenses it incurs
in attending these meetings and sales presentations;

(i) not sell any Products  directly or  indirectly  to any Customer or potential
Customer (as defined);

(j) inform all other BioTek distributors that the Distributor,  for the duration
of this Agreement, will be the exclusive distributor for the Territory;

(k) provide the Distributor with technical and field sales support to the
customer as deemed necessary by BioTek;

(l) comply fully with all federal,  state and local environmental,  unfair trade
practices,  food and drug,  occupational  health  and  safety and other laws and
regulations relating to the Products;

(m)  provide  the  Distributor   with  prompt  written  notice  of  any  claims,
governmental  inquiry or investigation,  lawsuit or arbitration  relating to the
Products except for routine  commercial  disputes over payment not involving the
safety or effectiveness of the Products or their compliance with law;

(n) provide the  Distributor  with proof of product  liability  insurance in the
amount of $1,000,000 and add the Distributor as a named cover insured under such
policy; and

(o) keep this Agreement and the pricing terms contained herein confidential
in view of the fact that public disclosure would be harmful to the Distributor's
ability to fulfill its obligations hereunder. Provided, however, solely to the
extent that Distributor publicly discloses any of the terms of this Agreement in
a press release or filing with the Securities and Exchange Commission, the
foregoing confidentiality provision shall not apply.

        5.       General Obligations of Distributor.The Distributor shall:

(a) use its best efforts at all times to promote, market and sell the Products
in the Territory, which shall include, without limitation, employing or engaging
such personnel and assistance as may be necessary to promote and sell the
Products, attending training seminars, maintaining personal contact with
Customers, and complying with such other reasonable and customary marketing and
sales efforts;

(b) not modify,  improve,  or otherwise alter any of the Products,  unless prior
written consent is obtained from BioTek;

(c) portray  fairly,  accurately  and in good faith  BioTek's  Products  and not
knowingly take any actions which are adverse to BioTek's best interests or which
might harm BioTek's reputation;

(d) be  responsible  for and pay  all  costs  and  expenses  of the  Distributor
associated with this Agreement, its obligations hereunder and the conduct of its
business, except as provided for in Section 4.

(e) advise BioTek immediately of any complaints  received regarding the Products
thereof; provided,  however, that the Distributor has no authority to, and shall
not,  make any offer on behalf of BioTek with regard  thereto  without  BioTek's
prior written consent;

(f) secure and maintain all necessary  licenses and permits  required to operate
its business and comply in all material  respects with all laws applicable to it
and the sale of the Products;

(g)  cause its  affiliates  and  employees  to abide by the  provisions  of this
Agreement and be responsible for all acts and omissions of such persons;

(h) provide follow-up and support services to customers  appropriately  tailored
to ensure customer satisfaction; and

(i) provide such other services related or incidental to the Distributor's
obligations under this Agreement as BioTek and the Distributor may agree upon
from time to time.

        6. Acceptance of Orders and Terms of Sale. Each order for the Products
submitted by the Distributor to BioTek shall be in writing, set forth the types
and quantity of the Products ordered and requested shipment date(s), and
otherwise be in accordance with BioTek's order placement requirements as
established from time to time. BioTek shall acknowledge each purchase order in
writing as soon as practical and may not cancel such orders. All Products shall
be shipped f.o.b. Houston as disclosed on each order. Unless, the Distributor
gives prior notice of defective Products to BioTek, all payments for the cost of
Products shall be due 30 days after receipt of the Products. Commissions due on
sales by the Distributor in accordance with Schedule 4 shall be due by the 30th
day of the month following shipment. Distributor shall receive a 2% discount on
all commissions paid within the first 10 days of a month.

        7. Warranty. BioTek represents and warrants to the Distributor that all
Products supplied by it (i) shall not infringe upon or violate any patent,
copyright, Trade Secret, as defined, trade mark, other proprietary right or any
Confidential Information, as defined; (ii) shall at all times comply with all
laws, rules and regulations including those relating to the environment, food,
drug or health concerns, and occupational safety or other work related matters,
(iii) shall be free from any defects, and (iv) shall be merchantable and fit for
their intended purpose. It is specifically intended by the parties to this
Agreement that the provisions of Article 2 of the Florida Uniform Commercial
Code, Section 672.314 and 672.315, including any case law interpreting these
sections, are applicable to this Agreement.

        8. Proprietary Rights Escrow. Concurrently with execution of this
Agreement, BioTek shall place in escrow with Michael Harris, P.A. the Products'
formula, specifications, manufacturing instructions and other Trade Secrets and
Confidential Information necessary for a party to manufacture or produce the
Products (the "Escrowed Information"). The Distributor shall be entitled to
receive and be an owner of the Escrowed Information within 24 hours of written
demand and entitled to manufacture and produce the Products itself or contract
with a third party to do so upon the occurrence of any of the following:

(a) BioTek's failure to fill the Distributor's  order for the Products within 60
days of the date of a purchase order; or

(b) BioTek's insolvency, voluntary abandonment or cessation of business, the
revocation of any articles of incorporation or similar charter or license of
BioTek or the dissolution or liquidation of BioTek; or

(c)  BioTek's  entering  into  or  filing  by  or  against  BioTek  a  petition,
arrangement or proceeding  seeking an order for relief under the bankruptcy laws
of the United States or any other similar  federal or state laws, a receivership
for any of its assets,  a composition  with or assignment for the benefit of its
creditors, a readjustment of debt or the marshalling of its assets.

The parties shall enter into a Proprietary Rights Escrow Agreement in the form
annexed as Schedule 9 which shall permit the Distributor at its cost and expense
to retain an expert to have full access to the Escrowed Information for the
purpose of ascertaining and verifying that the Products are fit for their
intended purpose as described on Schedule 1. BioTek shall co-operate fully with
the expert who shall execute any reasonable and customary non-disclosure
agreement.

        9. Proprietary Rights and Indemnification. BioTek shall defend,
indemnify and hold harmless the Distributor and any licensee at BioTek's sole
expense from any claim or action brought against the Distributor or any licensee
to the extent that it is based on a claim that the Products infringe a patent,
copyright, Trade Secret, trademark or any other proprietary right or
Confidential Information, and BioTek shall pay all damages and costs arising
therefrom including reasonable attorneys fees, expert witness fees and
disbursements awarded against the Distributor or any licensee. Provided,
however, that the Distributor and such licensees shall not individually be
entitled to any indemnification unless the affected party provides written
notice to BioTek within 10 business days from receipt of the initial claim,
lawsuit or arbitration procedure and allows BioTek the right to defend the claim
on its behalf. This indemnification right shall not affect any other rights or
remedies of law or in equity as a result of any alleged infringement.

        10. Trademarks. The Distributor shall promote and sell the Products
under the trademarks set forth on Schedule 10 attached to this Agreement and
under such other marks as the Distributor may from time to time trademark for
distribution of the Products (the "Trademarks"). The Trademarks will be the sole
property of the Distributor. Neither party shall acquire any rights, title,
interest or license (express or implied) in any trademarks of the other. The
Distributor shall not use the Trademarks in any manner likely to confuse,
mislead or deceive the public, or to be injurious to, or contrary to the best
interest of, BioTek. The Trademarks shall be used by the Distributor solely to
designate the Products. Each party shall inform the other of any infringement
known to it of its trademarks and, the other party's part in preventing or
defending any such infringement. Each Party shall also inform the other promptly
of any claim of a third party of infringement by the other.

        11. Restrictive Covenants. During the term of this Agreement, and for a
period of two years after the expiration or termination hereof for any reason
whatsoever, BioTek shall not, either directly or indirectly, on BioTek's own
behalf or in the service or on behalf of others (i) solicit, divert or hire
away, or attempt to solicit, divert or hire away, any person employed by the
Distributor or any of its subsidiaries, or (ii) solicit business from or sell or
market any Products to any Customer of the Distributor. For purposes of this
Section 11 the term "Customer" means any person, firm, corporation, partnership,
association or other entity to which the Distributor or any of its subsidiaries
or licensee, or any of its affiliates sold or provided Products during the
24-month period prior to the time at which any determination is required to be
made as to whether any such person, firm, corporation, partnership, association
or other entity is a Customer. It also includes any affiliate or entity under
common control with any Customer.

        12. Confidential and Proprietary Information. In connection with the
business relationship between the parties, the Distributor and BioTek may each
have access to certain confidential information of the other that is not
generally known to the public which includes, but is not limited to, designs,
specifications and technical information, advertising strategies, market targets
and marketing plans, information regarding present and prospective Customers,
suppliers, types of services and products, pricing, special customer
requirements, business strategies and methods and financial information and
other information other than Trade Secrets (as defined below) ("Confidential
Information"); provided, that, Confidential Information shall include
information specifically designated as a Trade Secret that is, notwithstanding
the designation, determined by a court of competent jurisdiction upon final
appeal not to be a trade secret under applicable law.

"Trade Secrets" are defined as information including, but not limited to,
technical or nontechnical data, a formula, a pattern, a compilation, a program,
a devise, a method, a technique, a drawing, a process, financial data, financial
plans, product plans, or a list of actual or potential customer or suppliers,
which derives economic value, actual or potential, from not being generally
known to, and not being readily ascertainable by proper means by, other persons
who can obtain economic value from its disclosure or use, and which is the
subject of efforts that are reasonable under the circumstances to maintain its
secrecy. To the extent that the foregoing is inconsistent with the definition of
"trade secret" mandated by applicable law, the foregoing shall be deemed amended
to the degree necessary to render it consistent with applicable law. Information
shall be deemed to be treated as secret and confidential by a party with respect
to any oral communication if denominated as confidential immediately before,
during or after the communication.

During the term of this Agreement and for a period of 24 months after the
expiration or termination hereof for any reason whatsoever, and as to Trade
Secrets, for so long afterwards as the data or information remain "Trade
Secrets," the Distributor and BioTek shall not use, disclose, disseminate,
publish or otherwise divulge or make available, directly or indirectly, to any
person, any Confidential Information or Trade Secrets of the other, except with
the prior express written consent of the other or strictly in the performance of
their duties hereunder. After the expiration or termination of this Agreement,
each party shall return to the other all physical embodiments of Confidential
Information and Trade Secrets in its possession or control and retain no copies
thereof or notes with respect thereto.

        13. Injunctive Remedies. The parties acknowledge and agree that monetary
damages will not be an adequate remedy for a breach by the other of any of the
provisions of Sections 11 and 12 of this Agreement and the irreparable injury
will result to other party, its business and property in the event of such a
breach. Accordingly, the parties acknowledge and agree that each may, in
addition to recovering damages, proceed in equity to enjoin the other from
violating any of the provisions of this Agreement. For purposes of Sections 11
and 12 of this Agreement, the term Distributor and BioTek shall include all
owners, directors, officers, employees, independent contractors and agents of
the Distributor and BioTek, and the Distributor and BioTek shall take all
appropriate actions to ensure that each of them is bound by the terms of the
referenced Sections hereof.

        14.        Termination of Agreement.  This Agreement may be terminated
at any time:

(a) by mutual written consent of the parties hereto;

(b) by Distributor, upon BioTek's failure, refusal or inability to perform any
of its obligations under this Agreement (all of which are acknowledged to be
material), after such breach has not been cured within 60 days after written
notice thereof has been given by Distributor to BioTek.

(c) by BioTek, upon Distributor's failure, refusal or inability to perform any
of its obligations under this Agreement (all of which are acknowledged to be
material), after such breach has not been cured within 60 days after written
notice thereof has been given by BioTek to Distributor.

(d) by Distributor, upon breach of any material warranty or representation made
by BioTek in the Agreement.

Upon expiration or termination of this Agreement,
the Distributor shall cease immediately all promotion, sales and service of the
Products, cease use of the Trademarks, BioTek names and logos, and return to
BioTek all forms, contracts, price lists, sales literature, technical
documentation, and other documents and items relating to the Products and
services, all of which are acknowledged to be proprietary to and the sole
property of BioTek. Provided, however, the Distributor may continue to sell all
Products remaining in inventory.

Termination shall not affect any claim, demand, liability or right of either
party hereto arising pursuant to this Agreement prior to the termination or
expiration hereof or arising after termination or expiration in connection with
any of the rights or obligations which survive termination of this Agreement.

         15. Force Majure. BioTek and Distributor shall each be excused from any
delay in performance or for non-performance of any of the terms and conditions
of this Agreement caused by any circumstances beyond their respective control,
including, but not limited to, any act of God, fire, flood, or government
regulation, direction or request, or accident, labor dispute, unavoidable
breakdown, civil unrest or disruption to the extent that any such circumstances
affect the Products, delivery, acceptance, transportation, sale, or consumption
of Products. Each party agrees to give the other circumstances which might give
rise to a delay, interruption or reduction of any delivery or acceptance of
Products.

         16. Severability. If any provision of this Agreement is held to be
illegal, invalid or unenforceable under present or future laws effective during
the term hereof, such provision shall be fully severable and this Agreement
shall be construed and enforced as if such illegal, invalid or unenforceable
provision had never comprised a part hereof and the remaining provisions hereof
shall remain in full force and effect and shall not be affected by the illegal,
invalid or unenforceable provision by its severance herefrom.

         17. Assignment.  The Agreement is not assignable, by operation of law
or otherwise  by BioTek  without the prior written consent of the  Distributor.
The  Distributor,  at its sole  option may assign the Agreement  and it shall
inure to the benefit of and be enforceable by any successor, assignee or legal
representative of Distributor.

         18. 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.

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

         20. 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:

Distributor:                       Top Source Technologies, Inc.
                                   7108 Fairway Drive
                                   Suite 200
                                   Palm Beach Gardens, Florida  33418
                                   Attention: 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

BioTek and Creel:                  BioTek Environmental Services, Inc.
                                   2500 Woodland Park
                                   Suite K303
                                   Houston, TX 77077
                                   Facsimile:  (281) 556-1991
                                   Attention: Mr. Jack R. Creel, 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 delivery in person or
by mailing.

         21. 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.

         22. 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. Notwithstanding the above it is acknowledged that in entering into
this Agreement, the Distributor has specifically relied on representations of
BioTek that: (i) the Products are 100% environmentally safe; (ii) that neither
Food and Drug Administration nor Environmental Protection Agency or similar
approvals are required to use, manufacture or distribute the Products; and (iii)
BioTek and/or Creel owns the Products. In the event it is later discovered that
any one of these representations are not true, the Distributor has the right to
unilaterally terminate the Agreement and recover direct and indirect costs
incurred in promoting and distributing the Products and other damages it incurs
including consequential damages.

         23. 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

         24. 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.

         25. 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 West Palm Beach, Florida (unless the
parties agree in writing to a different location), before a single arbitrator 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 arbitrator. 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.

<PAGE>

     IN WITNESS  WHEREOF,  BioTek,  Creel and the Distributor have executed this
Distribution Agreement on the date and year first above written.


Witnesses:                         BioTek Environmental Services, Inc.


                                        __________________________
_______________________            By:      /s/_Jack R. Creel

                                        Jack R. Creel, President



                                   Top Source Technologies, Inc.
_______________________
                                        _____________________________
                                   By:      /s/ William C. Willis, Jr.
                                        William C. Willis, Jr., President
<PAGE>


                         SCHEDULE 1 TO AGREEMENT AMONG
             JACK R. CREEL, BIOTEK ENVIRONMENTAL SERVICES, INC. AND

                         TOP SOURCE TECHNOLOGIES, INC.

 CUSTOMER As used in this Agreement, the Distributor shall have the exclusive
right to market an sell the Products anywhere in the world to customers or
potential customers engaged in any aspect of the automotive and food service
business, which term "business" is not limited to for profit entities (the
"Customers"). The term "automotive" includes but is not limited to,
manufacturers of automobiles and trucks, manufacturers and assemblers of
components used in automobiles and trucks, automotive and truck dealers,
businesses which repair automobiles and trucks and/or sell gasoline and oil,
businesses which provide maintenance services to automobiles and trucks such as
tire and battery stores, truck stops, quick lube dealers and all businesses
which use multiple automobiles to provide services to others, such as United
Parcel Service, Federal Express, other delivery services, trucking companies,
corporations and other entities which use fleets of automobiles and trucks and
municipalities and other governmental units. The term "food service" refers to
restaurants, fast food stores, food distributors and manufacturers of food
products including meat packers, poultry providers and businesses engaged in
catching, harvesting, packing or distributing fish or seafood.


<PAGE>



                          SCHEDULE 1 TO AGREEMENT AMONG
             JACK R. CREEL, BIOTEK ENVIRONMENTAL SERVICES, INC. AND

                          TOP SOURCE TECHNOLOGIES, INC.

                                    PRODUCTS

As used in this Agreement, "Products" refer to MightyClean 2000(TM), an
industrial surfactant containing hydrocarbon specific microbes that will degrade
oil, gas, hydraulic fuels, other petrochemical fluids, and other oils derived
from vegetable, animal or hydrocarbon products.

<PAGE>


                          SCHEDULE 4 TO AGREEMENT AMONG
             JACK R. CREEL, BIOTEK ENVIRONMENTAL SERVICES, INC. AND

                          TOP SOURCE TECHNOLOGIES, INC

                                   COMMISSION

-------------------------------------- ----------------------------------------
               Units Sold (1)                              Per Unit Commission
-------------------------------------- ----------------------------------------

                  0-100,000                                    $10.00/unit

-------------------------------------- ----------------------------------------
               100,001-200,000                                 $12.50/unit

-------------------------------------- ----------------------------------------
               200,001-300,000                                 $15.00/unit

-------------------------------------- ----------------------------------------
               300,001-400,000                                 $17.50/unit

-------------------------------------- ----------------------------------------
                   400,001                                     $20.00/unit
-------------------------------------- ----------------------------------------

(1) Each unit consists of one case containing four (4) quarts of liquid
 concentrate and four (4) packages of microbes.
<PAGE>


                          SCHEDULE 9 TO AGREEMENT AMONG
             JACK R. CREEL, BIOTEK ENVIRONMENTAL SERVICES, INC. AND

                          TOP SOURCE TECHNOLOGIES, INC

                  "FORM OF PROPRIETARY RIGHTS ESCROW AGREEMENT"

     This Proprietary  Rights Escrow  Agreement  ("Agreement") is effective this
_____ day of November, 1999, by and among BioTek Environmental Services, Inc., a
Texas  corporation  ("BioTek"),  Top  Source  Technologies,   Inc.,  a  Delaware
corporation,   (the   "Distributor"),   and  Michael  Harris,  P.A.,  a  Florida
corporation, (the Escrow Agent").

         WHEREAS, BioTek and the Distributor are entering into a Distribution
Agreement by the terms of which the Distributor shall distribute it and sell
certain products (the "Products");

         WHEREAS, BioTek and Distributor desire that this Proprietary Rights
Escrow Agreement shall be supplementary to the Distribution Agreement pursuant
to 11 United States Code Section 365(n);

         WHEREAS, availability of or access to certain proprietary data related
to the proprietary technology and other materials is critical to the Distributor
in the conduct of its business; and

         WHEREAS, BioTek has deposited or will deposit with the Escrow Agent the
related proprietary data to provide for retention and controlled access for the
Distributor under the conditions specified below:

         NOW, THEREFORE, for good and valuable consideration, the receipt of
which is hereby acknowledged, and in consideration of the promises, mutual
covenants and conditions contained herein, the parties hereto agree as follows:

         1. Initial Deposit. The initial deposit shall consist of all trade
secrets and other proprietary information relating to the production of
BioClean(TM) (the "Deposit"), an industrial surfactant containing hydrocarbon
specific microbes that will degrade oil, gas, hydraulic fuels, other
petrochemical fluids, and other oils derived from vegetable, animal or
hydrocarbon products, which shall be marketed and sold by the Distributor under
the trademark MightyClean 2000(TM).

         2.       Additional Deposits.

                  (a) At such times as BioTek makes any changes or modifications
to its trade secrets and other proprietary technology relating to the production
of BioClean (the "Intellectual Property"), it shall promptly forward to the
Escrow Agent via e-mail or computer disk in Microsoft Word format the changes to
the Intellectual Property together with a hard copy of the changes. On or before
November 30, 2000 and November 30, each succeeding year during the term of the
Distribution Agreement, BioTek shall provide notice to the Distributor that the
Deposit contains the latest Intellectual Property.

                  (b) Within 10 days of receipt of a request by BioTek to
replace the Deposit, the Escrow Agent shall send a notice to the Distributor
stating that BioTek has requested to replace the existing Deposit. The
Distributor shall have 20 business days from receipt of notice from the Escrow
Agent to instruct the Escrow Agent to retain the existing Deposit held by it. If
the Distributor does not instruct the Escrow Agent to retain the existing
Deposit, the Escrow Agent shall return the Deposit promptly after receipt from
BioTek of new Intellectual Property which shall be considered the Deposit under
this Agreement.

         3. Deposit Inspection. Upon the receipt of any Deposit materials, the
Escrow Agent shall visually match the listed items on the written summary that
accompanies such materials ("Deposit Inspection"). The Escrow Agent shall not be
responsible for verifying the contents or validating the accuracy of BioTek's
labeling. Acceptance of the Deposit shall occur when the Escrow Agent concludes
that this Deposit Inspection is complete.

         4. Deposit Obligations of Confidentiality. The Escrow Agent shall
establish a receptacle (which may be a safe deposit box at a commercial banking
institution) in which it shall place the Deposit. The Escrow Agent shall give to
BioTek and the Distributor prompt notice of the identity of the receptacle and
its location. The Escrow Agent shall not allow access to the Deposit except as
provided in Section 5 of this Agreement. The Escrow Agent shall exercise a
professional level of care in carrying out the terms of this Agreement as it
would with similar items of its own. The Escrow Agent acknowledges BioTek's
assertion that the Deposit shall contain proprietary information of BioTek and
that the Escrow Agent has an obligation to preserve and protect that
confidentiality. The Escrow Agent is representing the Distributor in connection
with the execution of this Agreement as well as in other matters.
Notwithstanding the Escrow Agent's Representation of the Distributor, it shall
not make any disclosure to the Distributor concerning the Deposit. The
Distributor acknowledges that the attorney-client relationship does not require
the Escrow Agent to make any disclosure to it. BioTek grants the Escrow Agent
the irrevocable right to duplicate the Deposit only as necessary to preserve and
safely store the Deposit. Prompt notice shall be given to BioTek and the
Distributor if any copies are made and of the location of the copies.

         5.       Verification Rights.

                  (a) If requested by the Distributor, BioTek agrees that an
unaffiliated third-party retained by the Escrow Agent and at the Distributor's
sole expense (except as provided in this Section 5) may verify, audit, test and
inspect the Intellectual Property comprising the Deposit for the purpose of
confirming that an independent third-party with access to the Deposit can
reproduce BioClean in the same quantity and quality as the Products.

                  (b) BioTek shall make available any technical and support
personnel necessary for the third-party to perform verification of the Deposit.
The Distributor verification rights pursuant to this Section 5 are conditioned
upon the third party(ies) conducting the inspection executing such reasonable
confidentiality agreements as may be requested by BioTek. In the event that the
third party performing the verification concludes that the Deposit does not
conform to the samples of BioClean provided by the Distributor, the cost of such
verification shall be immediately paid by BioTek to the Distributor and BioTek
shall immediately modify the Deposit in order to conform it to the Products
being sold by the Distributor.

         6.       Representations and Warranties of BioTek. BioTek represents
and warrants to the Distributor that:

                  (a)      the  Deposit  shall at all times  strictly  conform
with the  Products  being sold and  marketed  by the Distributor;

                  (b)      all Intellectual  Property relating to the Products
is owned by BioTek,  free and clear of all liens, and is not known by BioTek to
be the subject of any challenge;

                  (c)      BioTek is not aware of any facts that would
invalidate or render any Intellectual Property unenforceable;

                  (d)      there are no licenses now  outstanding  or other
rights  granted to third parties under any  Intellectual Property;

                  (e)      BioTek is not a party to any agreement or
understanding with respect to any Intellectual Property; and

                  (f) there are no material unresolved claims made, and there
has not been communicated to BioTek the threat of any such claim, to the effect
that any of the Intellectual Property or activities of BioTek in connection with
the Intellectual Property constitutes unfair competition or is in violation or
infringement of any patent, trademark, trade name, service mark, trade dress,
right of publicity, copyright, or registration therefor, of any other person.


         7. Term. This Agreement shall continue indefinitely until BioTek and
the Distributor agree in writing to terminate it. On expiration of the term of
this Agreement, the Escrow Agent shall return the Deposit to BioTek unless the
Distributor gives notice to the Escrow Agent that it intends to arbitrate with
BioTek as provided under the Distribution Agreement. In such case, the Escrow
Agent shall continue to hold the Deposit until the arbitration is concluded and
any time to seek judicial review or appeal from any court order has expired.

         8. Certain Rights of the Distributor. As provided in Section 8 of the
Distribution Agreement, the Distributor shall be entitled to receive and be an
owner of the Deposit under the circumstances outlined in Section 8. Section 8 of
the Distribution Agreement is incorporated by reference in this Agreement and
the Escrow Agent shall comply with provisions of such when applicable.

         9. Responsibilities of the Escrow Agent. The Escrow Agent, in its
actions pursuant to this Agreement, shall be fully protected in every reasonable
exercise of its discretion and shall have no obligations hereunder either to
BioTek or the Distributor, except as expressly set forth herein. In performing
any of its duties hereunder, the Escrow Agent shall not incur any liability to
anyone for any damages, losses or expenses, except for willful act or omission,
and it shall, accordingly, not incur any such liability with respect to (i) any
action taken or omitted in good faith upon advice of its counsel or counsel for
BioTek given with respect to any question relating to the duties and
responsibilities of the Escrow Agent under this Agreement, or (ii) any action
taken or omitted in reliance upon any instrument, including the written advice
provided for herein, not only as to its due execution and the validity and
effectiveness of its provisions, but also as to the truth and accuracy of any
information contained therein, which the Escrow Agent shall in good faith
believe to be genuine, to have been signed and presented by a proper person or
persons, and to conform with the provisions of this Escrow Agreement.

         10. Disputes. If at any time a dispute shall exist as to the duties of
the Escrow Agent and the terms thereof, the Escrow Agent may deposit the Deposit
with the Clerk of the Court of Palm Beach County, State of Florida and may
interplead the parties hereto. Upon so depositing the Deposit and filing its
complaint in the interpleader, the Escrow Agent shall be completely discharged
and released from all further liability or responsibility under this Agreement.

         11. Fees and Expenses of the Escrow Agent. The Distributor shall pay
the fees, if any, of the Escrow Agent in performing its duties pursuant to this
Agreement and shall promptly reimburse the Escrow Agent for all costs including
the costs of any safe deposit box rental.

         12. Indemnification.  BioTek and the Distributor hereby agree to
indemnify and hold harmless the Escrow Agent against any and all losses, claims,
damages, liabilities and expenses including reasonable costs of investigation
and counsel fees and  disbursements,  which may be imposed upon the Escrow Agent
or incurred by the Escrow Agent in connection  with its  acceptance of
appointment as Escrow Agent  hereunder,  or the  performance  of its duties
hereunder,  including any litigation  arising from this Escrow  Agreement or
involving the subject  matter hereof, unless caused by the intentional wrongful
acts of the Escrow Agent.

         13. 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.

         14. 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.

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

         16. 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:
BioTek:

BioTek Environmental Services, Inc.
2500 Woodland Park
Suite K303
Houston, TX 77077
Facsimile: (281) 556-1991
Attention: Mr. Jack R. Creel, President


The Distributor:

Top Source Technologies, Inc.
7108 Fairway Drive, Suite 200
Palm Beach Gardens, Florida 33418
Attention: Mr. William C. Willis, Jr.,
President


The Escrow Agent:

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


or to such other address as either of them, by notice to the other may designate
from time to time. Time shall be counted to, or from, as the case may be, the
date of delivery.

         17. 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.

         18. 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.

         19. 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.

         20. 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.

         21. 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 a single
arbitrator 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 arbitrator. 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.

         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 this Agreement.


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


                                  BioTek Environmental Services, Inc.


________________________         By: __________________________
                                      Jack R. Creel, President





                                  Top Source Technologies, Inc.


________________________          By: ____________________________
                                      William C. Willis, Jr., President






                                   Michael Harris, P.A.


                                  By: ____________________________
________________________              Michael D. Harris, President



<PAGE>


                         SCHEDULE 10 TO AGREEMENT AMONG
             JACK R. CREEL, BIOTEK ENVIRONMENTAL SERVICES, INC. AND

                          TOP SOURCE TECHNOLOGIES, INC

                                   TRADEMARKS

     MightyClean 2000(TM); any other trademark legally available that the
Distributor may deem necessary to carry out the terms of the Agreement.