EXHIBIT 10.21

                      AMENDMENT TO NOTE PURCHASE AGREEMENT



         THIS AMENDMENT (the  "Amendment") to the Note Purchase  Agreement dated
as of June 9, 1995  entered  into as of this ____ day of November  1998,  by and
among Top Source  Technologies,  Inc. (the "Company"),  the purchasers listed on
Exhibit A hereto (the "Mellon  Purchasers") and Mellon Private Asset Management,
formerly known as Ganz Capital Management, Inc. (the "Agent"). Capitalized terms
used herein and not  otherwise  defined shall have the same meaning set forth in
the Note Purchase Agreement (the "Agreement").

     WHEREAS,  the Company, the Mellon Purchasers and the Agent entered into the
Agreement as of June 9, 1995; and

         WHEREAS,  the  Company,  the  Mellon  Purchasers  and the Agent wish to
modify certain terms and conditions contained in the Agreement.

         NOW,  THEREFORE,  in  consideration  of the  premises  and  the  mutual
consideration contained in this Agreement, the parties agree as follows:

A.   Waiver of Certain  Provisions.  The Agent waives certain  provisions of the
     Agreement as follows:

                  (a) The ratio of Indebtedness  to equity  contained in Section
         8.1(a) of the Agreement shall be waived through and including September
         30, 1999.

                  (b)  Notwithstanding  the  provisions of Section 8.1(b) of the
         Agreement,  the Company may make Restricted Payments for the purpose of
         paying cash  dividends on Preferred  Stock sold after  November 1, 1998
         and for the purpose of redeeming any Preferred Stock.

                  (c) Upon the making of the  payments  provided in Section 2(a)
         and 2(b) of this Amendment,  notwithstanding the provisions of Sections
         8.2 and 8.7 of the  Agreement,  the  Company  and its  Subsidiary,  Top
         Source  Automotive,  Inc.  ("TSA"),  may sell the  assets of Top Source
         Automotive, Inc. to NCT Audio

         Products, Inc. ("NCT").

         2.       Prepayment of Notes.

                  (a) On or before  December  ___,  1998,  the Company shall pay
         each of the Mellon  Purchasers $.33 for each $1.00 of principal  amount
         of the Notes held by such Mellon Purchaser.

                  (b) If, as and when the  stockholders  of the Company  approve
         the sale of assets of TSA to NCT, the Company  shall pay to each of the
         Mellon Purchasers $.37 for each $1.00 of principal amount of Notes held
         by such Mellon Purchaser.

         3. Modification of the Notes. After the making of the payments referred
to in Section  2(b) above,  the  remaining  Notes held by the Mellon  Purchasers
shall be  modified  by reducing  the  conversion  price from $10.00 per share to
$2.00 per share,  subject to  adjustment  as provided in the  Agreement,  and by
reducing  the interest  rate from 9% per annum to 5% per annum (which  reduction
shall not be retroactive). The Agent represents that it has the authority to act
in this regard on behalf of the Mellon Purchasers.

         4. Disclosure.  The Agent represents that it has received a copy of the
Company's  Proxy  Statement  dated November 6, 1998 and such Proxy Statement has
been made available to the Mellon  Purchasers  either directly or through access
on the Internet on the Securities and Exchange Commission Website, www.sec.gov.

         5. Status of the Agreement. The Agreement is ratified and confirmed and
except as specifically modified by this Amendment, it shall remain in effect.

         6. Severability.  In the event any parts of this Amendment are found to
be void,  the  remaining  provisions of this  Amendment  shall  nevertheless  be
binding with the same effect as though the void parts were deleted.

         7.  Counterparts.  This  Amendment  may be  executed  in  one  or  more
counterparts,  each of  which  shall  be  deemed  an  original  but all of which
together  shall  constitute one and the same  instrument.  The execution of this
Amendment may be by actual or facsimile signature.

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

         9. Notices and Addresses. All notices, offers, acceptance and any other
acts under this Amendment  (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:              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

The Agent:                                  Mellon Private Asset Management
                                            f/n/a Ganz Capital Management, Inc.
                                            2875 N.E. 191st Street, Penthouse I
                                            North Miami Beach, FL 33180
                                            Facsimile: (305) 936-0051


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.

         10.  Attorney's  Fees.  In the event that there is any  controversy  or
claim arising out of or relating to this  Amendment,  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 Amendment,
the  prevailing  party shall be entitled to an award by the court or arbitrator,
as appropriate, of reasonable attorney's fees, costs and expenses.

         11. Oral Evidence.  This  Amendment  constitutes  the entire  Amendment
between the parties and supersedes all prior oral and written agreements between
the parties  hereto with  respect to the subject  matter  hereof.  Neither  this
Amendment  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.

         12.  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  Amendment  and to  fulfill  the
obligations of the parties hereunder.

         13.  Governing  Law. This Amendment 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.

         14. 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 Amendment.

         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:
                                            William C. Willis, Jr.
                                            President


                                            MELLON PRIVATE ASSET MANAGEMENT
                                            F/K/A GANZ CAPITAL MANAGEMENT, INC.


                                    By:





                                    EXHIBIT A


THE MELLON PURCHASERS

Mrs. Lois England
Mr. Richard England
Mr. Joyce Gillman
Mr. Norman Broad
Ms. Pauline Ganz
Macks Family Foundation
Dr. Arthur Gillman
Kane Investments
Mr. Richard Slavin
Mr. Erwin Harvith
Mr. Arthur Horowitz
Mrs. Arthur Horowitz
Mr. Morris Futernick
Mr. Richard Slavin
Mrs. Richard Slavin
Mr. Richard Freundlich
Mr. Donald A. Kaplan

<PAGE>
                                                     December 2, 1998


Via Fax and Federal Express


Dear Noteholder:

         We are writing to solicit your consent to the  modification of the Note
Purchase  Agreement (the "Agreement")  dated as of June 9, 1995 among Top Source
Technologies,  Inc. (the "Company"), Ganz Capital Management, Inc. (the "agent")
and various  Noteholders  who  purchased an aggregate of $3,020,000 in principal
amount of the Company's 9% Senior Subordinated Convertible Note due June 9, 2000
(the  "Notes").  The  modification  is contained in the enclosed  amendment (the
"Amendment"). Under the terms of the Agreement, your consent is required because
the Amendment  provides for (1) partial  pre-payment  of your Note,  for (2) the
reduction in the conversion price of your Note from $10.00 to $2.00, and for (3)
the reduction of the interest rate on your Note from 9% to 5%. The Amendment has
been negotiated  over a number of months between Top Source and  representatives
of Mellon Bank,  which owns the Agent.  With the Federal Express version of this
letter,  we  are  enclos-  ing a copy  of  the  Company's  Proxy  Statement  and
Supplement to the Proxy Statement.

         As is typical  with any  agreement,  both sides  made  concessions.  In
addition to the substantially  reduced  conversion price (thus providing you the
potential to convert your Note to equity on  substantially  improved  terms) and
reduced interest rate, the Company is required to prepay the Notes as follows:

(i)  On or before  December 15, 1998, the Company shall pay each  Noteholder who
     consents  to  prepayment,  the amount of $.33 for each  $1.00 of  principal
     amount of Notes held (less a credit for pro-rata prepaid interest); and


(ii) Assuming  that the  stockholders  of the  Company  approve  the sale of the
     assets  of its  subsidiary,  Top  Source  Automotive,  Inc.  to  NCT  Audio
     Products,  Inc.  at  the  stockholders'  meeting  currently  scheduled  for
     December 15, 1998, not later than two days later the Company shall pay each
     consenting  Note- holder an additional $.37 for each $1.00 principal amount
     of Notes  owned by such  Noteholder  (less a credit  for  pro-rata  prepaid
     interest)  bringing the total  pre-payment to $.70 for each $1.00 principal
     amount of Notes.

         In order to receive the payments described above, each Noteholder being
offered  these  terms  must  consent  to the  Amendment.  We have  provided  two
alternative  boxes for you to express your  position.  The first box  represents
approval of the prepayment transaction negotiated by the Agent.


         Because  time is of the  essence  and your  consent is  needed,  we are
requesting  that you Fax (561) 691-5220 or deliver via Priority  Mail/Fedex your
response as quickly as possible but not later than December 11, 1998.

                                                     Sincerely, yours,



                                                     William C. Willis, Jr.
                                                     President and CEO



ww/jmo
cc:      Mellon Bank, N.A.
         Ganz Capital Management, Inc.

==============================================================================






                  OPTION 1

_____             I hereby agree to the terms and conditions of the Amendment
                           -----
                  substantially in the form presented by Top Source Technologies
                  and supported by Ganz Capital Management, Inc.

                  OPTION 2

_____             I hereby agree to the terms and conditions of the Amendment
                           -----
                  substantially in the form presented by Top Source Technologies
                  except I do not want to have my Note prepaid.
                           ------


                                        ---------------------
                                                Signature

                                    ---------------------
                                                Print Name


                                           December      , 1998_

<PAGE>

                                                EXHIBIT A

                                                    TO

                                   AMENDMENT TO NOTE PURCHASE AGREEMENT





                                      LIST OF CONSENTING PURCHASERS

                               [To be completed upon receipt of consents.]

<PAGE>
Exhibit B
<TABLE>

TOP SOURCE TECHNOLOGIES, INC.
9% Senior Subordinated Convertible Notes

Maturity Date: June 20, 2000
Interest: 9% based over twelve 30-day months and a 360-day year
                Interest is payable on July 1 and January 1
<S>                  <C>                         <C>              <C>             <C>

                      Summary of Note Holders:    ParticiNoteng
                      Name                        House Amount       Name           Attention
---------------------------------------------------------------------------------------------------------
F/B/O Lewis A. Imerman Successor Trustee U/A FBO JComeri35,000tComerica          Boris Vasileff

F/B/O Kaaren Reagan IRA                           Dean W25,000 Mellon Bank       Proxy Unit

Alice A. Schrieber                                Indivi25,000 Alice A. Shrieber c/o Blades & Ros

Batrus & Co.                                      Indivi50,000 Batrus & Co.

Green Haft Trustee F/B/O Richard J. Haft          Indivi125,000Richard Haft      Richard Haft

Morris Futernick Family Foundation                Indivi35,000 Northern Trust BanChristopheraRuss

Richard J. Haft                                   Indivi20,000 Richard Haft      Richard Haft

C/F Lois England 8%-Charitable Remainder Annuity TInvest125,000Investors Bank TruRon Gayton
C/F Richard England 5%-Charitable Remainder AnnuitInvest125,000Investors Bank TruRon Gayton

FBO Ganz Advisory Accounts-Vision Associates      Kalb V30,000 Kalb Voorhis & Co.Mark Criscitello

E. Pierce Marshall, Successor Trustee Eleanor P. MIndivi100,000Same

Elaine T. Marshall, Trustee FBO Elaine H. MarshallIndivi100,000Same

FBO Ganz Advisory Accounts                        Mac & 125,000Mellon Bank       Proxy Unit
Harvey R. Sorenson, Trustee Eleanor P. Marshall StMacn& 85,000tMellonrBankInvest Proxy Unit
Harvey R. Sorenson, Trustee, Eleanor P. Marshall SMace&s15,000tMellonrBankInvest Proxy Unit
Richard Freundlich                                Mac & 35,000 Mellon Bank       Proxy Unit

Arthur Horowitz and Bernice Horowitz              Mellon35,000 Mellon Bank       Proxy Unit
Bernice Goldstein                                 Mellon100,000Mellon Bank       Proxy Unit
Budd & Nanette Mayer Foundation Inc.              Mellon20,000 Mellon Bank       Proxy Unit
Erwin Harvith Trust U/A DTD6-28-72, Sylvia HarvithMellon30,000 Mellon Bank       Proxy Unit
FBO Ganz Advisory Accounts-Kane Investments       Mellon25,000 Mellon Bank       Proxy Unit
Frank Lipschutz Trust                             Mellon145,000Mellon Bank       Proxy Unit
Joy Steinberg, Trustee, Joy Steinberg Revocable TrMellon25,000 Mellon Bank       Proxy Unit
Joyce Haft-Gillman                                Mellon25,000 Mellon Bank       Proxy Unit
Louise D. and Morton J. Macks Family Foundation, IMellon25,000eMellongBankst     Proxy Unit
May Lipschutz Trust                               Mellon120,000Mellon Bank       Proxy Unit
Milton Steinberg, Trustee, Milton Steinberg RevocaMellon25,000 Mellon Bank       Proxy Unit
Norman Broad-Account G                            Mellon20,000 Mellon Bank       Proxy Unit
Pauline Ganz Revocable Trust                      Mellon25,000 Mellon Bank       Proxy Unit
Richard Slavin and June Slavin                    Mellon35,000 Mellon Bank       Proxy Unit
Richard Slavin, IRA R/O                           Mellon25,000 Mellon Bank       Proxy Unit
The Ganz Family Foundation                        Mellon35,000 Mellon Bank       Proxy Unit
The Louise and Morton Macks Family Foundation     Mellon25,000 Mellon Bank       Proxy Unit
The Nancy & Charles Ganz Family Supporting FoundatMellon25,000 Mellon Bank       Proxy Unit

Slade Inc.                                        Mercan$125,00Mercantile Safe DeJanet Stamas
The Pearlstone Foundation for Jewish Living       Mercan150,000Mercantile Safe DeJanet Stamas
The Pearlstone Institute for Living Judiasm       Mercan150,000Mercantile Safe DeJanet Stamas
The Peggy Meyerhoff Pearlstone Foundation         Mercan20,000 Mercantile Safe DeJanet Stamas

Frederick D. Tecce                                Merril100,000Paine Webber      John Frampton

R.J. Thomas                                       Nation75,000 Nations Bank of Texas

Donald A Kaplan IRA                               Paine 50,000 Paine Webber      Mark Milask
Joan G. Robbins                                   Indivi50,000 Joan G. Robbins   Joan G. Robbins

Arthur Gillman M.D., Joyce S. Gillman Co-Trustees Pruden40,0001Arthur & Joyce GilArthur & Joyce

Clive E. Roberson MD                              Indivi140,000Clive E. Roberson,Clive E. Roberso
                                                        =======
                      Total                             $3,020,000
                                                        =======


</TABLE>


<PAGE>

                                               EXHIBIT C

                                                    TO

                                   AMENDMENT TO NOTE PURCHASE AGREEMENT



List of Holders of Senior Indebtedness

NationsCredit Commercial Corporation, through its
NationsCredit Commercial Funding Division
222 North LaSalle Street, Suite 500
Chicago, Illinois  60601



<PAGE>


EXHIBIT D
December 1, 1998



Michael Harris, P.A., Escrow Agent
1645 Palm Beach Lakes Blvd.
Suite 550
West Palm Beach, FL  33401

         Re:      Top Source Technologies, Inc./Ganz

Dear Sirs:

         Reference  is made  to the  sum of  $2,050,000  together  with  accrued
interest  accruing thereon which you are currently holding in escrow pursuant to
the Asset  Purchase  Agreement by and among Top Source  Technologies,  Inc. (the
"Company"),  Top Source Automotive,  Inc. ("TSA"), NCT Audio Products,  Inc. and
Noise  Cancellation  Technologies,  Inc.  entered  into as of August 14, 1998 as
amended (the  "Agreement").  Pursuant to the terms and  conditions  of an escrow
agreement,  you are  required to hold the funds in escrow until such time as the
stockholders  of the  Company  have  convened  the  meeting  and voted  upon the
proposal of sale of the assets of TSA  pursuant to the terms and  conditions  of
the Agreement.  At such time as the stockholders of the Company approve the sale
of the assets of TSA pursuant to the  Agreement,  you are directed to pay to the
noteholders listed on Exhibit A the amounts set forth on that exhibit (except to
the  extent  any of the  noteholders  elect in writing  not to be  prepaid)  and
disburse the balance to TSA. The Company agrees that the  noteholders  listed on
Exhibit A are third party beneficiaries of this letter agreement.  These payment
instructions are subject to the Company  entering into a binding  agreement with
Ganz Capital Management, Inc. which is substantially in the form sent to holders
of outstanding convertible notes.

         Please execute a copy of this letter evidencing your agreement to abide
by these payment instructions.

                                                     Very truly yours,



                                                     William C. Willis, Jr.
                                                     President and CEO



ww/jmo
cc:      Ganz Capital Management, Inc.


         We hereby agree to the contents of the foregoing letter agreement.

Date:  December ___, 1998                   MICHAEL HARRIS, P.A.

                                        By: _________________
                                            Michael D. Harris, President