THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND ISSUABLE UPON EXERCISE HEREOF
HAVE NOT BEEN  REGISTERED  UNDER THE  SECURITIES  ACT OF 1933,  AS AMENDED  (THE
"SECURITIES  ACT"), OR UNDER THE PROVISIONS OF ANY APPLICABLE  STATE  SECURITIES
LAWS,  BUT HAVE BEEN  ACQUIRED BY THE  REGISTERED  HOLDER HEREOF FOR PURPOSES OF
INVESTMENT AND IN RELIANCE ON STATUTORY EXEMPTIONS UNDER THE SECURITIES ACT, AND
UNDER ANY APPLICABLE  STATE  SECURITIES LAW. THESE SECURITIES AND THE SECURITIES
ISSUED UPON EXERCISE HEREOF MAY NOT BE SOLD,  PLEDGED,  TRANSFERRED OR ASSIGNED,
NOR MAY THESE WARRANTS BE EXERCISED,  EXCEPT IN ACCORDANCE  WITH TERMS SET FORTH
IN THIS CERTIFICATE OR IN A TRANSACTION  WHICH IS EXEMPT UNDER PROVISIONS OF THE
SECURITIES  ACT AND ANY  APPLICABLE  STATE  SECURITIES  LAWS OR  PURSUANT  TO AN
EFFECTIVE REGISTRATION STATEMENT;  AND IN THE CASE OF AN EXEMPTION,  ONLY IF THE
COMPANY HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH
TRANSACTION DOES NOT REQUIRE REGISTRATION OF ANY SUCH SECURITIES. No. 2


                          TOP SOURCE TECHNOLOGIES, INC.

                     CLASS D COMMON STOCK PURCHASE WARRANTS

                   TO PURCHASE 350,000 SHARES OF COMMON STOCK


         Top Source Technologies,  Inc., a Delaware corporation (the "Company"),
hereby         certifies         that,        for        value         received,
__________________________________________________________is  entitled,  subject
to the terms set forth  below,  to  purchase  from the Company at any time on or
from time to time for a period of 10 years commencing November 17, 1998, 350,000
fully paid and non-assessable shares of common stock (the "Common Stock") of the
Company,  at the price per share  equal to $1.93  (the  "Purchase  Price").  The
number and  character of such shares of Common Stock and the Purchase  Price are
subject to adjustment as provided herein.

         As used  herein the  following  capitalized  terms,  unless the context
otherwise requires, have the following respective meanings:

                  (a) The term "Company"  includes any  corporation  which shall
         succeed to or assume the obligations of the Company hereunder.

                  (b) The term "Common Stock" means the common stock,  par value
         $0.001 per share, of the Company,  together with all stock of any class
         or classes  (however  designated) of the Company,  the holders of which
         shall have the right, without limitation as to amount, either to all or
         to a  share  of  the  balance  of  current  dividends  and  liquidating
         dividends  after the  payment of  dividends  and  distributions  on any
         shares  entitled  to  preference,   and  the  holders  of  which  shall
         ordinarily,  in the absence of  contingencies,  be entitled to vote for
         the election of a majority of directors of the Company (even though the
         right  so to  vote  has  been  suspended  by the  happening  of  such a
         contingency).

                  (c) The term  "Other  Securities"  refers to any stock  (other
         than  Common  Stock) and other  securities  of the Company or any other
         person  (corporate or otherwise) which the holders of the Warrants,  as
         defined,  at any time  shall be  entitled  to  receive,  or shall  have
         received,  upon the exercise of the Warrants, in lieu of or in addition
         to Common  Stock,  or which at any time shall be issuable or shall have
         been issued in exchange for or in  replacement of Common Stock or Other
         Securities pursuant to Section 6 or otherwise.

                  (d) The term  "Purchase  Price  per  share"  shall be the then
         applicable  purchase  price for one share of Common  Stock as  adjusted
         pursuant to Sections 5 and 6 hereof.

                  (e) The  term  Registration  Statement  refers  to Form S-3 or
         other  applicable  form in  compliance  with  the  Securities  Act,  as
         defined,  and rules  thereunder  to permit  the public  disposition  of
         Common Stock (or Other Securities) issued or issuable upon the exercise
         of Warrants, and any post-effective amendments and supplements filed or
         required to be filed to permit any such disposition.

                  (f)      The term  "Securities  Act"  means the  Securities
         Act of 1933 as the same  shall be in effect at the time.

                  (g)      The term "Warrants" refers to these Warrants.

         1.       Registration, etc.

                  1.1 The Company has agreed to file a Registration Statement on
or before January 1, 2001, to cover the public sale of the Common Stock issuable
on exercise of the Warrants at the  Company's  own expense,  provided,  however,
Common Stock Holders shall cooperate with the Company in the preparation of such
Registration  Statement to the extent required to furnish information concerning
such owners therein and their proposed plan of distribution.

                  1.2 In connection with the filing of a Registration  Statement
pursuant to Section 1.1 hereof, the Company shall:

                           (a) notify the  Holders as to the filing  thereof and
         of all  amendments  thereto filed prior to the  effective  date of said
         Registration Statement;

                           (b) notify the Holders,  promptly after it shall have
         received notice thereof,  of the time when the  Registration  Statement
         becomes effective or any supplement to any prospectus forming a part of
         the Registration Statement has been filed;

                           (c) prepare and file without  expense to such Holders
         the initial  Registration  Statement  and any  necessary  amendment  or
         supplement  to such  Registration  Statement  or  prospectus  as may be
         necessary  to comply with  Section  10(a)(3) of the  Securities  Act or
         advisable in connection  with the proposed  distribution  of the Common
         Stock by such  Holders  (but only  during such period as the Company is
         required to keep the Registration Statement effective);

                           (d) if the Common Stock or Other Securities, is not a
         "covered  security"  as that term is defined  by  Section  18(b) of the
         Securities  Act, use its reasonable  best efforts to qualify the Common
         Stock or  Other  Securities  being so  registered  for sale  under  the
         securities or blue sky laws in such reasonable number of states (not to
         exceed five in the aggregate) as such  registered  owners may designate
         in writing  and to  register  or obtain the  approval of any federal or
         state  authority  which may be required in connection with the proposed
         distribution,  except,  in each  case,  in  jurisdictions  in which the
         Company must either qualify to do business or file a general consent to
         service  of  process  as a  condition  to  the  qualification  of  such
         securities;

                           (e) notify such  registered  owners of any stop order
         suspending the effectiveness of the Registration  Statement and use its
         reasonable best efforts to remove such stop order;

                           (f) undertake to keep said Registration Statement and
         prospectus  effective  until the earlier of (i) such time as the Common
         Stock or Other  Securities  issued or  issuable  upon  exercise  of the
         Warrants  are  sold  or  become   available  for  public  sale  without
         registration under the Securities Act; and

                           (g)  furnish to such  Holders  as soon as  available,
         copies of any such Registration Statement and each preliminary or final
         prospectus  and any  supplement  or  amendment  required to be prepared
         pursuant to the  foregoing  provisions  of this  Section 1, all in such
         quantities  as such Holders may from time to time  reasonably  request.
         Upon  written  request,  the Company  shall also furnish to each owner,
         without cost, one set of the exhibits to such Registration Statement.

                  1.3 The Holders of the Common Stock or Other  Securities being
registered under this Section 1 agree to pay all of the  underwriting  discounts
and commissions and their own counsel fees with respect to the securities  owned
by them and being  registered.  The Company  agrees that the costs and  expenses
which it is obligated to pay in connection  with a Registration  Statement to be
filed  pursuant  to  Section  1.1  hereof  include,  but  are  not  limited  to,
registration  fees,  the fees and expenses of counsel for the Company,  the fees
and expenses of its accountants and all other costs and expenses incident to the
preparation,   printing  and  filing  under  the  Securities  Act  of  any  such
Registration  Statement,  each  prospectus and all  amendments  and  supplements
thereto,  the  costs  incurred  in  connection  with the  qualification  of such
securities for sale in a reasonable number of states,  if applicable,  including
fees and  disbursements of counsel for the Company or any managing  underwriter,
and the costs of  supplying a  reasonable  number of copies of the  Registration
Statement, each preliminary prospectus,  final prospectus and any supplements or
amendments thereto to such Holders.

                  1.4  The   Company   agrees  to  enter  into  an   appropriate
cross-indemnity  agreement  with any  underwriter  (as defined in the Securities
Act) for such registered  owners in connection with the filing of a Registration
Statement pursuant to Section 1.1 hereof.

                  1.5 In the event that the Company shall file any  Registration
Statement  including  therein  all or any  part of the  Common  Stock  or  Other
Securities  issued or issuable upon  exercise of the  Warrants,  the Company and
each Holder of such securities  shall enter into an appropriate  cross-indemnity
agreement  whereby the Company  shall  indemnify  and hold  harmless  the Holder
against  any  losses,  claims,  damages or  liabilities  (or  actions in respect
thereof)  arising out of or based upon any untrue  statement  or alleged  untrue
statement of any material fact contained in such registration  statement, or any
omission or alleged  omission to state  therein a material  fact  required to be
stated therein or necessary to make  statements  therein not  misleading  unless
such  statement or omission  was made in reliance  upon and in  conformity  with
written  information  furnished  or required to be furnished by any such Holder,
and each such Holder shall indemnify and hold harmless the Company,  each of its
directors,  each of its officers who have signed the Registration  Statement and
each  person,  if any,  who  controls  the  Company  within  the  meaning of the
Securities Act against any losses, claims, damages or liabilities (or actions in
respect  thereof)  arising out of or based upon any untrue  statement or alleged
untrue statement of any material fact contained in such Registration  Statement,
or any omission or alleged omission to state therein a material fact required to
be stated therein or necessary to make statements therein not misleading, if the
statement or omission was made in reliance upon and in  conformity  with written
information  furnished  or  required  to be  furnished  by such  Holder  or such
controlling person expressly for use in such Registration Statement.

                  1.6 Nothing  herein  shall be  construed to require any Holder
who  may  desire  to  include  any  Common  Stock  or  Other  Securities  in any
Registration  Statement  referred  to in Section  1.1 hereof to  exercise  their
Warrants prior to the effective date of any Registration Statement.

         2.  Sale or  Exercise  Without  Registration.  If,  at the  time of any
exercise,  permitted  transfer or  surrender  for exchange of the Warrants or of
Common  Stock or Other  Securities  previously  issued upon the  exercise of the
Warrants,  such  Warrants  or Common  Stock (or Other  Securities)  shall not be
registered under the Securities Act, the Company may require,  as a condition of
allowing such exercise,  transfer or exchange,  that the holder or transferee of
such Warrants,  Common Stock or Other Securities, as the case may be, furnish to
the Company an opinion of counsel reasonably  satisfactory to the Company to the
effect that such exercise, transfer or exchange may be made without registration
under the Securities  Act,  provided that the  disposition  thereof shall at all
times be within the  control of such holder or  transferee,  as the case may be,
and provided further that nothing  contained in this Section 2 shall relieve the
Company from complying with any request for  registration  pursuant to Section 1
hereof.  The  holder  of the  Warrants  represents  to the  Company  that  it is
acquiring the Warrants for  investment  and not with a view to the  distribution
thereof.

         3.       Exercise of Warrants; Partial Exercise.

                  3.1  Exercise  in  Full  or in  Part.  These  Warrants  may be
exercised  in full or in  part  by the  Holder  hereof  by  surrender  of  these
Warrants,  with the form of  subscription  attached hereto duly executed by such
holder,  to the  Company at its  principal  office,  as  provided  in Section 19
hereof,  accompanied  by payment by certified or official  bank check payable to
the order of the Company,  in the amount  obtained by multiplying  the number of
shares of Common Stock called for on the face of these Warrants  (without giving
effect to any adjustment therein) by the Purchase Price.

                  3.2 Company to Reaffirm Obligations.  The Company will, at the
time of any exercise of these  Warrants,  upon the request of the Holder hereof,
acknowledge  in writing its  continuing  obligation to afford to such Holder any
rights to which such Holder shall continue to be entitled after such exercise in
accordance with the provisions of these Warrants, provided that if the Holder of
these  Warrants  shall fail to make any such  request,  such  failure  shall not
affect the  continuing  obligation of the Company to afford such Holder any such
rights.

         4.  Delivery  of Stock  Certificates,  etc.,  on  Exercise.  As soon as
practicable  after the exercise of these Warrants in full or in part, and in any
event  within two days  thereafter,  the Company at its expense  (including  the
payment by it of any applicable issue or transfer taxes) will cause to be issued
in the name of and delivered to the Holder hereof a certificate or  certificates
for the number of fully paid and non-assessable Common Stock or Other Securities
to which such Holder shall be entitled upon such exercise,  plus, in lieu of any
fractional share to which such holder would otherwise be entitled, cash equal to
such fraction multiplied by the then current fair market value of one full share
(determined  by the  closing  price on the  principal  market  as of the date of
receipt of the Warrants  with  executed  subscription),  together with any other
stock or other securities and property  (including  cash,  where  applicable) to
which such Holder is entitled upon such exercise pursuant to Section 5 hereof or
otherwise.

         5.  Anti-Dilution  Provisions.  If and to the extent that the number of
issued  shares of Common  Stock of the Company  shall be  increased,  reduced or
changed by change in par value, split up, reclassification, or distribution of a
dividend  payable in Common  Stock (or Other  Securities  of the  Company),  the
number of shares  subject to the Warrants and the exercise price per share shall
be proportionately adjusted; provided, however, that the anti-dilution provision
described  in this Section 5 does not apply to sales of Common Stock made by the
Company at a price below the Purchase Price.

         6.  Reorganization,  Consolidation,  Merger,  etc.  In case the Company
shall (a) effect a  reorganization,  (b) consolidate  with or merge with or into
any other entity,  or (c) transfer all or substantially all of its properties or
assets  to any other  entity  under any plan or  arrangement  contemplating  the
dissolution  of the Company,  excluding  the sale of assets or securities of Top
Source Automotive,  Inc., then, in each such case, the holder of these Warrants,
upon the exercise  thereof as provided in Section 3 hereof at any time after the
consummation of such  reorganization,  consolidation  or merger or the effective
date of such dissolution,  as the case may be, shall be entitled to receive (and
the Company shall be entitled to deliver), in lieu of the Common Stock (or Other
Securities)  issuable  upon such  exercise  prior to such  consummation  or such
effective date, the stock and other securities and property  (including cash) to
which  such  Holder  would  have  been  entitled  upon such  consummation  or in
connection  with such  dissolution,  as the case may be, if such  Holder  had so
exercised  these  Warrants  immediately  prior  thereto,  all subject to further
adjustment thereafter as provided in Section 5 hereof.

         7. Further Assurances.  The Company will take all such action as may be
necessary or appropriate in order that the Company may validly and legally issue
fully paid and  non-assessable  Common  Stock upon the  exercise of all Warrants
from time to time outstanding.

         8.  Officer's  Certificate  as to  Adjustments.  In  each  case  of any
adjustment or  readjustment in the Common Stock (or Other  Securities)  issuable
upon the  exercise of the  Warrants,  the Company at its expense  will  promptly
compute such  adjustment or  readjustment  in  accordance  with the terms of the
Warrants  and  prepare  a  certificate,  executed  by  its  chief  financial  or
accounting officer, setting forth such adjustment or readjustment and showing in
detail the facts upon which such adjustment or  readjustment  is based,  and the
number of Common Stock outstanding or deemed to be outstanding. The Company will
forthwith mail a copy of each such certificate to each Holder of Warrants.

         9.       Notices of Record Date, etc.  In the event of

                  (a)  any   capital   reorganization   of  the   Company,   any
         reclassification  or  recapitalization  of  the  capital  stock  of the
         Company or any transfer of all or  substantially  all the assets of the
         Company to or  consolidation  or merger of the Company with or into any
         other person; or

                  (b)   any voluntary or involuntary dissolution, liquidation or
         winding-up of the Company;

         and to which  Section  6 hereof  is  applicable,  then and in each such
         event the  Company  will  mail or cause to be mailed to each  holder of
         Warrants a notice  specifying  (i) the date on which any such record is
         to be taken for the purpose of such  dividend,  distribution  or right,
         and stating the amount and character of such dividend,  distribution or
         right;   and  (ii)  the   date  on  which   any  such   reorganization,
         reclassification,  recapitalization,  transfer, consolidation,  merger,
         dissolution,  liquidation or winding-up is to take place, and the time,
         if any,  as of which the  holders  of record of Common  Stock (or Other
         Securities)  shall be entitled to exchange their shares of Common Stock
         (or Other Securities) for securities or other property deliverable upon
         such  reorganization,  reclassification,   recapitalization,  transfer,
         consolidation,  merger,  dissolution,  liquidation or winding-up.  Such
         notice  shall be  mailed  at least  15 days  prior to the date  therein
         specified.

         10.  Reservation  of  Common  Stock,  etc.,  Issuable  on  Exercise  of
Warrants.  The Company will at all times reserve and keep available,  solely for
issuance and delivery  upon the exercise of the  Warrants,  all Common Stock (or
Other Securities) from time to time issuable upon the exercise of the Warrants.

         11. Listing on Securities  Exchanges;  Registration.  If the Company at
any time shall list any Common Stock on any national  securities  exchange,  the
Company  will,  at its  expense,  simultaneously  list  on such  exchange,  upon
official  notice of issuance upon  exercise of the  Warrants,  and maintain such
listing of, all Common Stock from time to time issuable upon the exercise of the
Warrants; and the Company will so list on any national securities exchange, will
so register and will  maintain  such listing of, any Other  Securities if and at
the time that any  securities  of like class or similar  type shall be listed on
such national securities exchange by the Company.

         12.  Exchange  of  Warrants.  Subject  to the  provisions  of Section 2
hereof,  upon surrender for exchange of any Warrants,  properly  endorsed to the
Company,  the  Company at its own  expense  will issue and deliver to the holder
thereof new  Warrants of like tenor,  in the name of such holder  calling in the
aggregate on the face or faces  thereof for the number of shares of Common Stock
called for on the face of the Warrants so surrendered.

         13.  Replacement  of  Warrants.  Upon  receipt of  evidence  reasonably
satisfactory to the Company of the loss, theft, destruction or mutilation of any
Warrants and, in the case of any such loss, theft or destruction,  upon delivery
of an  indemnity  agreement  reasonably  satisfactory  in form and amount to the
Company or, in the case of any such mutilation,  upon surrender and cancellation
of such Warrants,  the Company at its expense will execute and deliver,  in lieu
thereof, new Warrants of like tenor.

         14. Warrant Agent. The Company may, by written notice to each Holder of
the Warrants, appoint an agent for the purpose of issuing Common Stock (or Other
Securities)  upon the  exercise  of the  Warrants  pursuant to Section 3 hereof,
exchanging  Warrants  pursuant  to  Section 12 hereof,  and  replacing  Warrants
pursuant to Section 12 hereof,  and  replacing  Warrants  pursuant to Section 13
hereof, or any of the foregoing,  and thereafter any such issuance,  exchange or
replacement, as the case may be, shall be made at such office by such agent.

         15.  Legend.  Unless  the shares of Common  Stock have been  registered
under the Securities  Act, upon exercise of any of the Warrants and the issuance
of  any  of  the  Common  Stock,  or  Other  Securities   pursuant  thereto  all
certificates  representing  Common Stock or Other  Securities  shall bear on the
face thereof substantially the following legend:

                  The securities  represented by this  certificate have not been
                  registered  under the Securities Act of 1933, as amended,  and
                  may not be sold,  offered for sale,  assigned,  transferred or
                  otherwise  disposed  of,  unless  registered  pursuant  to the
                  provisions of that Act or unless a written  opinion of counsel
                  to  the  Company   concludes  that  such   disposition  is  in
                  compliance with an available exemption from such registration.

         16.  Remedies.  The Company  stipulates that the remedies at law of the
Holder of these  Warrants in the event of any default or  threatened  default by
the Company in the  performance of or compliance  with any of the terms of these
Warrants  are  not  and  will  not be  adequate,  and  that  such  terms  may be
specifically  enforced by a decree for the specific performance of any agreement
contained  herein or by an  injunction  against a violation  of any of the terms
hereof or otherwise.

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

         18.  Benefit.  These  Warrants  shall be binding  upon and inure to the
benefit of the parties  hereto and their legal  representatives,  successors and
assigns.

         19.  Notices and  Addresses.  All notices,  offers,  acceptance and any
other acts under these Warrants  (except  delivery of these Warrants and payment
of the Purchase Price) 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:            Mr. William C. Willis, Jr., President
                        Top Source Technologies, Inc.
                        7108 Fairway Drive, Suite 200
                        Palm Beach Gardens, FL 33418-3757
                        Facsimile: (561) 691-5220

The Holder:




With a copy to:


or to such other  address as any of them,  by notice to the others 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.

         20.  Attorney's  Fees.  In the event that there is any  controversy  or
claim arising out of or relating to these  Warrants,  or to the  interpretation,
breach or  enforcement  thereof,  and any  action  or  proceeding  including  an
arbitration proceeding is commenced to enforce the provisions of these Warrants,
the  prevailing  party shall be entitled to an award by the court of  reasonable
attorney's fees, costs and expenses.

         21.  Governing Law. These  Warrants 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.

         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 these Warrants.

Dated: December 23, 1998

 TOP SOURCE TECHNOLOGIES, INC.



 By:
  David Natan, Vice President of Finance


<PAGE>



                                 ASSIGNMENT FORM


          To be executed only upon the assignment of Warrants)

         FOR VALUE  RECEIVED  the  undersigned  registered  holder of the within
Warrants hereby sells, assigns and transfers unto ______________,  whose address
is  ____________________________  all of the rights of the undersigned under the
within Warrants,  with respect to ______________  Common Stock of ______________
and,  if such  Common  Stock do not  include  all the Common  Stock  issuable as
provided  in the  Warrants,  that new  Warrants  of like tenor for the number of
Common  Stock  not  being  transferred  hereunder  be  issued in the name of and
delivered to the undersigned, and does hereby irrevocably constitute and appoint
______________ Attorney to register such transfer on the books of ______________
maintained for the purpose, with full power of substitution in the premises.



Dated: ______________, 199__.


(Signature must conform in all respects to name of
holder as specified on the face of the Warrants)


Signature Guaranteed



Address:





<PAGE>



                              FORM OF SUBSCRIPTION

(To be signed only upon exercise of Warrants)

To:___________________________

         The undersigned,  the holder of the within Warrants, hereby irrevocably
elects to exercise the purchase  right  represented by such Warrants for, and to
purchase thereunder, ______________ Common Stock of ______________, and herewith
makes payment of  $______________  therefor,  and requests that the certificates
for such shares be issued in the name of, and delivered to, , whose address is
                                .  If  the  Common   Stock   being   purchased
hereby do not include all the Common Stock issuable as provided in the Warrants,
that new Warrants for the number of Common Stock not being  purchased  hereunder
be issued in the name of and delivered to the undersigned.

Dated: ______________, 199__.


(Signature must conform in all respects to name of
holder as specified on the face of the Warrants)


Signature Guaranteed



Address: