EXHIBIT  10.28


                              INDEMNIFICATION AGREEMENT
                              -------------------------


         THIS EMPLOYMENT AGREEMENT entered into as of July 14, 1997, between Top
Source Technologies,  Inc. and its subsidiaries (collectively the "Company") and
Christer Rosen (the "Executive").

         WHEREAS,  the  Company  desires to employ  Executive  and to ensure the
continued  availability  to the  Company of the  Executive's  services,  and the
Executive is willing to accept such  employment  and render such  services,  all
upon and subject to the terms and conditions contained in this Agreement;

         NOW,  THEREFORE,  in  consideration  of the  premises  and  the  mutual
covenants set forth in this  Agreement,  and intending to be legally bound,  the
Company and the Executive agree as follows:

         1.       Term of Employment.

                  (a) Term. The Company  hereby  employs the Executive,  and the
         Executive  hereby  accepts  employment  with the Company,  for a period
         commencing on the date of this  Agreement and ending 13 months from the
         date hereof (the  "Term"),  unless  either the Company or the Executive
         has given notice to terminate this  Agreement.  The Company's  right to
         terminate this Agreement shall be as specified in Section 5 hereof.

                  (b) Continuing Effect. Notwithstanding any termination of this
         Agreement  at the  end of the  Term or  otherwise,  the  provisions  of
         Sections 6, 7 and 8 shall remain in full force and effect.

         2.       Duties.

                  (a)  General  Duties.  The  Executive  shall  serve as special
         assistant  to the  President  of the Company and shall have such duties
         and responsibilities as are specifically given to him by the President.
         The  Executive  shall use his best  efforts to  perform  his duties and
         discharge his responsibilities  pursuant to this Agreement competently,
         carefully and faithfully.

                  (b) Devotion of Time. The Executive shall devote an average of
         four days per month to the affairs of the Company.

         3.       Compensation and Expenses.

                  (a) Salary.  For the services of the  Executive to be rendered
         under this  Agreement,  the Company  shall pay the  Executive a monthly
         salary of  $16,666.67.  The Company shall pay the Executive his monthly
         salary in such increments as the Company generally pays its employees.

                  (b)  Expenses.  To the extent that the  Executive has received
         the prior  approval  of the  Company's  President,  the  Company  shall
         reimburse  him or advance  funds to the  Executive  for all  reasonable
         travel,  entertainment and miscellaneous expenses provided further that
         the  Executive  properly  accounts for such  expenses to the Company in
         accordance with the Company's practices.

         4.       Benefits.

                  (a) Health  Insurance.  The  Company  shall pay for the health
         insurance  coverage for the Executive under the Company's then existing
         group  health  insurance  plan.  The Company  shall not  reimburse  the
         Executive  for any  dependent  coverage or pay for or reimburse him for
         any uninsured medical expenses.

                  (b) Other  Benefits.  Except as provided  for in Section  4(a)
         above and any  rights  that  accrue  under  C.O.B.R.A.,  the  Executive
         expressly  waives  the  right to  participate  in any and all  employee
         benefit  plans that the  Executive  maintains  for its  employees.  The
         Company  shall assign to the  Executive  its rights in a $900,000  term
         life insurance policy insuring the life of the Executive.

         5.       Termination.

                  (a)  Cause.   The  Company  may  terminate   the   Executive's
         employment  pursuant  to the  terms of this  Agreement  at any time for
         cause by giving written notice of termination.  Such termination  shall
         become  effective  upon  the  giving  of such  notice.  Upon  any  such
         termination for cause, the Executive shall be paid compensation through
         the date of termination.  For purposes of this Section 5, "cause" shall
         mean:  (i) the Executive is convicted of a  misdemeanor  related to the
         business of the Company or a felony;  (ii) the  Executive,  in carrying
         out his  duties  hereunder,  has been  found in a civil  action to have
         committed gross negligence or willful misconduct  resulting,  in either
         case,   in  material   harm  to  the  Company;   (iii)  the   Executive
         misappropriates  Company funds or otherwise defrauds the Company;  (iv)
         the  Executive  materially  breaches any provision of Section 6, 7 or 8
         hereof;  or (v)  the  Executive  is  found  in a civil  action  to have
         committed any of the following acts or omissions: (1) recruited Company
         personnel  including the personnel of any subsidiaries  during or after
         termination  of  employment;  or (2) failed to assign any  invention or
         technology  to the Company  which was developed or used by the Company,
         including any  intellectual  property rights to any portion or facet of
         the Company's  overhead sound systems or failed to use his best efforts
         to cause any inventor to do so within 90 days of written request by the
         Company.

                  (b) Continuing Effect.  Notwithstanding any termination of the
         Executive's employment as provided in this Section 5 or otherwise,  the
         provisions  of  Sections  6, 7 and 8 shall  remain  in full  force  and
         effect.

         6.       Non-Competition Agreement.

                  (a)  Competition  with the Company.  Until  termination of his
         employment and for a period of 12 months commencing on the date of date
         of termination of employment, the Executive, directly or indirectly, in
         association with or as a stockholder,  director,  officer,  consultant,
         employee,  partner,  joint venturer,  member or otherwise of or through
         any  person,  firm,  corporation,  partnership,  association  or  other
         entity,  shall not compete with the Company or any of its affiliates in
         the offer, sale or marketing of the following products or services that
         are competitive  with the products or services  offered by the Company,
         within any metropolitan area in the United States or elsewhere in which
         the  Company  is then  engaged  in the  offer  and sale of  competitive
         products or services:

                           (i) The  marketing  and sale of any sound systems for
                  use in cars and trucks  including,  but not  limited  to, as a
                  part of a package  offered by what is commonly  referred to as
                  an interior trim supplier;

                           (ii)      The marketing and sale of oil analysis
                  products and services; and

                           (iii) The marketing  and sale of technology  relating
                  to  moving  seats  and  automobiles  and  trucks as a means of
                  reducing injuries to persons.

         Provided,  however,  the  foregoing  shall not prevent  Executive  from
         accepting employment with an enterprise engaged in two or more lines of
         business, one of which is the same or similar to the Company's business
         as described in (i), (ii) and (iii) above (the  "Prohibited  Business")
         if  Executive's  employment  is  totally  unrelated  to the  Prohibited
         Business; provided, further, the foregoing shall not prohibit Executive
         from  owning  up  to  5%  of  the  securities  of  any  publicly-traded
         enterprise engaged in the Prohibited Business provided Executive is not
         an  employee,  director,  officer,  consultant  to such  enterprise  or
         otherwise reimbursed for services rendered to such enterprise.

                  (b) Solicitation of Customers. During the periods in which the
         provisions of Section 6(a) shall be in effect, the Executive,  directly
         or indirectly, shall not seek Prohibited Business from any Customer (as
         defined  below) on behalf of any  enterprise or business other than the
         Company,  refer Prohibited Business from any Customer to any enterprise
         or  business  other than the  Company or receive  commissions  based on
         sales  or  otherwise  relating  to the  Prohibited  Business  from  any
         Customer,  or any  enterprise or business  other than the Company.  For
         purposes of this Section 6(b),  the term  "Customer"  means any person,
         firm,  corporation,  partnership,  association or other entity to which
         the Company or any of its affiliates sold or provided goods or services
         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.

                  (c) No Payment. The Executive  acknowledges and agrees that no
         separate or  additional  payment shall be required to be made to him in
         consideration of his undertakings in this Section 6.

         7.   Nondisclosure   of   Confidential   Information.   The   Executive
acknowledges  that during his employment he shall learn and shall have access to
Confidential  Information  regarding the Company and its  affiliates,  including
without  limitation  (i)  confidential  or secret  plans,  programs,  documents,
agreements or other material relating to the business, services or activities of
the Company and its affiliates and (ii) trade secrets, market reports,  customer
investigations, customer lists and other similar information that is proprietary
information  of the  Company  or its  affiliates  (collectively  referred  to as
"Confidential  Information").  The Executive acknowledges that such Confidential
Information  as is  acquired  and used by the  Company  or its  affiliates  is a
special,   valuable  and  unique  asset.  All  records,   files,  materials  and
Confidential  Information  obtained  by  the  Executive  in  the  course  of his
employment  with the Company are  confidential  and proprietary and shall remain
the exclusive property of the Company or its affiliates, as the case may be. The
Executive  shall  not,  except  in  connection  with  and  as  required  by  his
performance of his duties under this  Agreement,  for any reason use for his own
benefit or the benefit of any person or entity  with which he may be  associated
or disclose any such Confidential  Information to any person, firm, corporation,
association  or other  entity for any reason or purpose  whatsoever  without the
prior  written  consent of the board of directors  of the  Company,  unless such
Confidential  Information  previously shall have become public knowledge through
no action by or omission of the Executive.

         8. Criticism of the Company and the Executive.

                  (a) In  order  to  induce  the  Company  to  enter  into  this
         Agreement and pay the compensation to the Executive provided hereunder,
         as well  as  granting  the  Executive  up to 12  additional  months  to
         exercise his stock options from the date such options  would  otherwise
         be  required to be  exercised  in the  absence of this  Agreement,  the
         Executive  agrees  not to  criticize  or  disparage  the  Company,  its
         management,  its board of directors or any of its employees  whether in
         writing,  over an electronic media including the Internet or orally. In
         response to any inquiries concerning the Company,  except pursuant to a
         subpoena or other legal process  including  court order,  the Executive
         shall be permitted to indicate in words or in substance  that  pursuant
         to a written employment  agreement,  he agreed if asked, not to comment
         concerning  the Company.  In addition to  termination of his employment
         pursuant  to  this  Agreement,  violation  of  this  Section  8 by  the
         Executive  shall require him to promptly repay to the Company the gross
         amount of compensation  paid to the Executive  hereunder  including the
         social security and medicare taxes paid by the Company pursuant to this
         Agreement.  For purposes of this Section 8, any prohibited criticism or
         disparagement by the Executive's wife,  Birgitta,  shall be deemed made
         by the Executive.

                  (b)  The  Company  agrees  that  it  shall  not  criticize  or
         disparage the Executive  whether in writing,  over an electronic  media
         including  the  Internet  or  orally.  In  response  to  any  inquiries
         concerning the Executive,  except pursuant to a subpoena or other legal
         process  including  court  order,  the Company  shall be  permitted  to
         indicate in words or in substance  that the  Executive  was employed by
         the Company for a period of time,  that he was an officer and  director
         for  certain  periods  of time  and  what his  compensation  was  while
         employed by the  Company.  Beyond that,  the Company  shall not comment
         further in response to any such inquiries.

         9.  Acknowledgement.  The  Executive  represents  to the  Company  that
nothing has come to his attention  during the course of his employment  with the
Company prior to execution of this Agreement that would lead him to believe that
the  Company or any of the  Company's  officers,  directors  or  employees  have
engaged  in any act or  omission  involving  a  violation  of any  law,  rule or
regulation  or which if  reported  to  Chrysler  Corporation  might  cause it to
terminate its business relationship with the Company.

         10. Absence of Certain Liabilities.  In consideration for the Company's
agreeing to employ the  Executive  pursuant  to this  Agreement,  the  Executive
hereby  acknowledges  that except as required  pursuant to this Agreement or for
previous  services  rendered from the date of the  Company's  last payroll which
services  were  rendered at the same rate  previously  paid,  the  Company,  its
officers and its  directors  have no  liability  pursuant to any written or oral
agreement or arising  under any law, rule or  regulation.  Except as provided in
the previous  sentence,  the Executive  acknowledges that as of the execution of
this  Agreement  neither the Company nor any of its  officers or  directors  are
indebted  to the  Executive.  At  the  conclusion  of the  final  Term  of  this
Agreement,  the Company and the Executive shall each exchange  mutual  releases.
Such releases shall exclude any obligations  under separate written stock option
and indemnification agreements, any breach of any covenant of this Agreement and
any unknown past or any future actions or any failure to act of the Executive.

         11. Equitable Relief. The Company and the Executive  recognize that the
services to be rendered  under this  Agreement  by the  Executive  are  special,
unique and of  extraordinary  character,  and that in the event of the breach by
the Executive of the terms and conditions of this Agreement or if the Executive,
without the prior consent of the board of directors of the Company,  shall leave
his employment for any reason or take any action in violation of Section 6, 7 or
8 hereof,  the Company shall be entitled to institute and prosecute  proceedings
in any court of competent  jurisdiction  to enjoin the Executive  from breaching
the  provisions  of Section 6, 7 or 8. In such action,  the Company shall not be
required to plead or prove  irreparable  harm or lack of an  adequate  remedy at
law.  Nothing  contained  in this  Section 11 shall be  construed to prevent the
Company from  seeking such other remedy in case of any breach of this  Agreement
by the Executive, as the Company may elect.

         12. Assignability. The rights and obligations of the Company under this
Agreement  shall inure to the benefit of and be binding upon the  successors and
assigns of the Company, provided that such successor or assign shall acquire all
or substantially all of the assets and business of the Company.  The Executive's
obligations  hereunder may not be assigned or alienated and any attempt to do so
by the Executive shall be void.

         13. Entire Agreement.  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.

         14. 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.

         15.  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.

         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:

Executive:                     Christer Rosen
                               205 Commodore Drive
                               Jupiter, FL 33477

with a copy to:                Daryl B. Cramer, Esq.
                               One Clearlake Centre
                               250 Australian Avenue South
                               West Palm Beach, FL 33401
                               Facsimile: (561) 659-0701

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.
                               Cohen, Chernay, Norris,
                               Weinberger & Harris
                               712 U.S. Highway One
                               North Palm Beach, FL  33408
                               Facsimile (561) 845-0108


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.

         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, 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
Florida without regard to choice of law considerations.

         21. 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.

         22. Loan. The Executive acknowledges that he currently owes the Company
$25,000.  The  Executive  agrees to repay the  Company the sum of $500 per month
commencing  in August 1997 with the final  payment of principal and 9% per annum
accrued interest due on July 31, 2000.  Provided,  however,  25% of the proceeds
from the sale of shares of common  stock of the  Company  shall be  applied as a
pre-payment of the loan,  except for common stock pledged to serve any currently
existing margin loans, which proceeds may be paid to pay the margin loans.

         IN WITNESS  WHEREOF,  the Company and the Executive  have executed this
Agreement as of the date and year first above written.


                                     TOP SOURCE TECHNOLOGIES, INC.



                                      By:
                                      William C. Willis, Jr., President




                                       By:
                                       Christer Rosen, Executive