EXHIBIT 10.27


                              EMPLOYMENT AGREEMENT


                  THIS AGREEMENT is made as of the 21st day of May, 1997, by and
between Top Source  Technologies,  Inc., a Delaware corporation (the "Company"),
and William Willis, Jr. (the "Executive").


                           W I T N E S S E T H T H A T

                  WHEREAS,  the Company  wishes to provide for the employment by
the Company of the Executive,  and the Executive wishes to serve the Company, in
the capacities and on the terms and conditions set forth in this Agreement;

                  NOW, THEREFORE, it is hereby agreed as follows:

                  1. EMPLOYMENT  PERIOD. The Company shall employ the Executive,
and the Executive shall serve the Company, on the terms and conditions set forth
in this Agreement. The term of this Agreement shall commence on the date of this
Agreement and,  unless earlier  terminated in accordance  with Section 5 hereof,
shall continue through the third  anniversary of such date (such three-year term
shall be referred to herein as the "Employment Period").

                  2. POSITION AND DUTIES.  (a) During the Employment Period, the
Executive  shall serve as President and Chief  Executive  Officer of the Company
with such  duties  and  responsibilities  as are  customarily  assigned  to such
positions, and such other duties and responsibilities not inconsistent therewith
as may from time to time be  assigned  to him by the Board of  Directors  of the
Company (the "Board"). The Executive shall be a member of the Board on the first
day of the  Employment  Period,  and the Board shall  propose the  Executive for
re-election  and  shall  use  all  reasonable  efforts  to  have  the  Executive
re-elected  to the  Board  and for  positions  specified  above  throughout  the
Employment Period.

                  (b) During the Employment  Period,  the Executive shall report
directly to the Board. All other executive  officers of the Company shall report
to the Executive.

                  (c) During the Employment  Period,  the Executive shall devote
substantially  all of his time and  attention to the business and affairs of the
Company  and  shall   perform,   faithfully   and   diligently  his  duties  and
responsibilities  hereunder.  It shall  not be  considered  a  violation  of the
foregoing for the Executive to serve on corporate,  industry,  civic,  social or
charitable  boards or  committees,  so long as such  activities do not interfere
with the performance of the Executive's  responsibilities  as an employee of the
Company in accordance with this Agreement.

                  3. COMPENSATION. (a) BASE SALARY. The Executive's compensation
during  the  Employment  Period  shall  be  determined  by the  Board  upon  the
recommendation of the committee of the Board having responsibility for approving
the compensation of senior executives (the "Compensation Committee"), subject to
the next  sentence  and the other  provisions  of this  Section  3.  During  the
Employment  Period,  the Executive  shall receive an annual base salary ("Annual
Base Salary") of $300,000.  The Annual Base Salary shall be payable on the first
and fifteenth day of each calendar month (or, if any such date is not a business
day, on the next business day following such date) during the Employment Period.

                  (b)  PERFORMANCE  BONUS.  Executive  also shall be eligible to
receive a cash bonus  ("Performance  Bonus") for each successive  period of four
fiscal quarters  (prorated for any partial period) during the Employment  Period
in an  amount  of  between  zero  and  100% of the  Annual  Base  Salary,  to be
determined on an annual basis in accordance  with the provisions of this Section
3(b). The Performance  Bonus, if any, for each  successive  four-quarter  period
shall be paid within 60 days after the end of such period.

                  The  Performance  Bonus  shall  consist of the  following  two
components:

                  (A) The first component of the  Performance  Bonus shall be an
amount of between  zero and 50% of the Annual Base  Salary  based on the Company
achieving certain earnings per share targets. For the first four fiscal quarters
immediately following the date of this Agreement (i.e., the four fiscal quarters
commencing  on July 1, 1997),  Executive  shall receive an amount equal to 5% of
Annual Base Salary if the Company  achieves  $.01 Earnings Per Share (as defined
below) for such four quarters, 10% of Annual Base Salary if the Company achieves
$.02 Earnings Per Share,  15% of Annual Base Salary if the Company achieves $.03
Earnings  Per Share,  20% of Annual  Base Salary if the  Company  achieves  $.04
Earnings  Per Share and 25% of Annual Base Salary if the Company  achieves  $.05
Earnings Per Share;  for each  additional  full $.01 of Earnings Per Share above
$.05,  the  Executive  shall receive an additional 1% of the Annual Base Salary;
provided,  however,  that in no event shall this  component  of the  Performance
Bonus for any year exceed 50% of the Annual Base Salary for such year.

                  The Earning Per Share targets for each succeeding four quarter
period during the Employment  Period shall be reset and established  annually by
the Compensation Committee in its sole and absolute discretion. The Compensation
Committee  shall notify the Executive  promptly upon its  determination  of such
subsequent targets.

                  For purposes of the foregoing, "Earnings Per Share" shall mean
the  Company's  net  income  from  continuing   operations,   inclusive  of  the
Performance  Bonus to be paid for such  period,  after  income taxes but without
giving effect to results of discontinued  operations and any  extraordinary  tax
accounting adjustments,  divided by fully-diluted shares of the Company's common
stock,  determined in accordance with generally accepted  accounting  principles
and as reported in the Company's  financial  statements included in its periodic
filings with the Securities and Exchange Commission.

                  (B) The second component of the Performance  Bonus shall be an
amount of between  zero and 50% of the Annual Base  Salary  based on the Company
achieving  approximately  five  targets for each period of four fiscal  quarters
during the  Employment  Period.  The targets for the first four fiscal  quarters
immediately  following the date of this Agreement shall be established within 60
days after the date of this Agreement  based on the mutual written  agreement of
the  Executive  and the  Compensation  Committee  (and  with  respect  to  which
Executive and the Company agree to negotiate in good faith and as  expeditiously
as possible) and the targets for each  succeeding four quarter period during the
Employment  Period shall be reset and established  annually by the  Compensation
Committee in its sole and absolute discretion.  Each target shall be given equal
weight (so that, by way of  illustration,  if the Executive and the Compensation
Committee agree upon five targets, the Executive shall be eligible to receive an
amount of up to 10% of the Annual Base Salary upon  meeting  each such  target),
and the Executive's  success in achieving each target shall be graded on a scale
of 1-10 (so that, by way of illustration, if the Executive achieves a score of 5
for a target  representing a maximum award of 10% of the Annual Base Salary, the
Executive  would  receive an amount  equal to 5% of the Annual  Base Salary with
respect  to  such  target).  The  Compensation  Committee,  acting  in its  sole
discretion,  shall  evaluate  and  determine  the degree  and/or  quality of the
Executive's  achievement of the targets,  and shall report its determinations to
the Executive promptly in writing.

                  (c) STOCK OPTIONS. In addition to the payments provided above,
on May 21, 1997, the Compensation Committee granted to the Executive, subject to
the  execution  of this  Agreement,  options to purchase  500,000  shares of the
Company's  Common Stock  pursuant to the  Company's  1993 Stock Option Plan (the
"Stock  Option  Plan"),  with the purchase  price upon  exercise of such options
equal to $2.00 per share  (i.e.,  the closing  price of the Common  Stock on the
American  Stock  Exchange on the date of such grant).  The options shall vest as
follows: (A) 100,000 options will become exercisable on the first anniversary of
the date of this Agreement;  (B) 100,000 options will become  exercisable on the
second  anniversary  of the date of this  Agreement;  (C) 100,000  options  will
become  exercisable on the third anniversary of the date of this Agreement;  (D)
100,000 options will become exercisable when the closing price for the Company's
common stock on the American  Stock  Exchange (or such other exchange or trading
system that  constitutes  the primary  trading  market for the Company's  common
stock) is $7.00 per share or higher for 30  consecutive  trading  days;  and (E)
100,000 options will become exercisable when the closing price for the Company's
common stock on the American  Stock  Exchange (or such other exchange or trading
system that  constitutes  the primary  trading  market for the Company's  common
stock) is $9.00 per share or higher for 30 consecutive  trading days;  provided,
however, that the vesting of such options shall be accelerated in the event of a
Change in Control (as defined  herein).  Such options  shall be incentive  stock
options to fullest extent permitted by applicable law and the Stock Option Plan.
The grant of the options has been made by the Compensation Committee pursuant to
the grant  agreements  attached  hereto as Annexes A (with  respect to incentive
stock   options)  and  B  (with  respect  to   non-qualified   stock   options),
respectively.

                  The  Compensation  Committee  shall  consider  making  further
grants of options to the  Executive  on an annual  basis  during the  Employment
Period,  although the  Committee  shall be under no  obligation to make any such
additional grants.

                  (d) AUTOMOBILE  ALLOWANCE.  During the Employment  Period, the
Company shall either (x) make available to the Executive a Company-owned car, or
(y) pay the Executive $600 per month as an automobile allowance,  and also shall
reimburse  the Executive for up to $400 per month for expenses such as insurance
premiums,  parking,  fuel and similar expenses relating to the maintenance of an
automobile.

                  (e) REIMBURSEMENT OF EXPENSES AND ADMINISTRATIVE  SUPPORT. The
Company shall  reimburse the  Executive,  upon the  presentation  of appropriate
documentation,  for 50% of the Executive's  out-of-pocket  expenses  incurred in
relocating in  connection  with his  acceptance of employment  with the Company,
including,  without limitation, real estate commission and related brokerage and
legal expenses, moving expenses and similar items, up to a maximum of the sum of
(i) $45,000,  plus (ii) the amount,  if any, of any federal income taxes payable
by the Executive with respect to such reimbursement.  The Company also shall pay
or reimburse the Executive,  upon the presentation of appropriate  documentation
of such expenses,  for all reasonable  travel and other expenses incurred by the
Executive in accordance  with the Company's  expense  policies in performing his
obligations  under this  Agreement.  The Company  further  agrees to furnish the
Executive  with office  space and  administrative  support in  existing  Company
facilities  whenever  possible,  and any other assistance and  accommodations as
shall be reasonably  required by the Executive in the  performance of his duties
under this  Agreement.  The Executive  shall review the  foregoing  expenses and
other matters with the Compensation Committee on a quarterly basis.

                  (f)  VACATION.  Executive shall be entitled to four (4) weeks
paid vacation in each calendar year.

                  (g)  DEDUCTIONS.  All payments made under this Agreement shall
be subject to such deductions at the source as from time to time may be required
to be made pursuant to any law, rule, regulation or order.

                  (h) CHANGE IN  CONTROL.  For  purposes  of this  Agreement,  a
"Change in Control" of the Company  shall be deemed to have occurred upon any of
the following events:

                           (A) A  person  or  entity  or  group  of  persons  or
                  entities,  acting  in  concert,  shall  become  the  direct or
                  indirect beneficial owner (within the meaning of Rule 13d-3 of
                  the  Securities   Exchange  Act  of  1934,  as  amended),   of
                  securities of the Company representing more than fifty percent
                  (50%)  of  the  combined   voting  power  of  the  issued  and
                  outstanding common stock of the Company; or

                           (B) The majority of the Board is no longer  comprised
                  of the incumbent  directors who  constitute  such board on the
                  date of this Agreement and any other individual(s) who becomes
                  a  director  subsequent  to the date of this  Agreement  whose
                  initial election or nomination for election as a director,  as
                  the case may be, was  approved  by at least a majority  of the
                  directors who comprised the incumbent directors as of the date
                  of such election or nomination; or

                           (C)  The  Board  shall  approve  a  sale  of  all  or
                  substantially all of the assets of the Company; or

                           (D)   The   Board    shall    approve   any   merger,
                  consolidation,  or like business combination or reorganization
                  of the Company the  consummation  of which would result in the
                  occurrence of any event  described in clause (A) or (B) above,
                  and such transaction shall have been consummated.

                  4.  PARTICIPATION  IN BENEFIT  PLANS.  The Executive  shall be
entitled to  participate,  during the term of this  Agreement,  in the Company's
benefit  programs,  including  but not limited to the  Company's  401K plan (for
which the Executive  shall be eligible to  participate  commencing 30 days after
the date of this Agreement and with respect to which the Company, shall make the
maximum matching  contribution  (presently $2,500 annually)  permitted under the
term of such plan and applicable law) and any other  qualified or  non-qualified
pension plans, supplemental pension plans, group hospitalization, health, dental
care, death benefit,  post-retirement  welfare plans, or other present or future
group employee benefit plans or programs of the Company for which key executives
are or shall become eligible  (collectively,  the "Benefit Plans"),  on the same
terms as other  key  executives  of the  Company.  In  addition  to and  without
limiting the generality of the foregoing,  during the Employment Period, (x) the
Company shall reimburse the Executive for all medical  expenses  incurred by him
and the members of his immediate  family in connection with  reasonable  medical
care (not including cosmetic surgery or procedures) to the extent not covered by
the foregoing insurance up to a maximum of $10,000 per year, and (y) the Company
shall  obtain  and  maintain  a term  life  insurance  policy  in the  amount of
$1,000,000,   which   policy   shall  be  owned   by  the   Executive,   from  a
nationally-recognized insurance carrier reasonably acceptable to the Executive.

                  5.       TERMINATION OF EMPLOYMENT.

                  (a) DEATH OR  DISABILITY.  The  Executive's  employment  shall
         terminate   automatically   upon  the  Executive's   death  during  the
         Employment  Period.  The Company  shall be entitled  to  terminate  the
         Executive's employment because of the Executive's Disability during the
         Employment  Period.  "Disability"  means  that the  Executive  has been
         unable, for a period of not less than (x) 90 consecutive business days,
         or (y) 180 days within any 12 month period,  to perform the Executive's
         duties under this Agreement,  as a result of physical or mental illness
         or injury.  A termination of the Executive's  employment by the Company
         for  Disability  shall be  communicated  to the  Executive  by  written
         notice,  and shall be effective  on the 30th day after  receipt of such
         notice by the Executive (the "Disability  Effective Date"),  unless the
         Executive  returns to full-time  performance of the Executive's  duties
         before the Disability Effective Date.

                  (b)  BY  THE  COMPANY.  (i)  The  Company  may  terminate  the
         Executive's  employment  during  the  Employment  Period  for  Cause or
         without  Cause.  "Cause" means (x) the  conviction of the Executive for
         the  commission of a felony related to the  Executive's  performance of
         his duties with the Company, (y) gross negligence or willful misconduct
         by the  Executive  that results in material and  demonstrable  monetary
         damage to the  Company,  or (z)  continued  failure  or  refusal by the
         Executive to substantially  perform his duties hereunder (other than by
         reason of death or disability) after written  notification and a 30-day
         cure period.

                  (ii) A termination  of the  Executive's  employment  for Cause
         shall be effected in  accordance  with the  following  procedures.  The
         Company shall give the Executive written notice ("Notice of Termination
         for Cause") of its  intention to terminate the  Executive's  employment
         for Cause,  setting forth in reasonable  detail the specific conduct of
         the Executive  that it considers to  constitute  Cause and the specific
         provision(s)  of this  Agreement  on which it relies,  and  stating the
         date,  time and place of the  Special  Board  Meeting  for  Cause.  The
         "Special  Board  Meeting for Cause" means a meeting of the Board called
         and held  specifically  for the purpose of considering  the Executive's
         termination for Cause,  that takes place not less than ten and not more
         than twenty  business days after the  Executive  receives the Notice of
         Termination  for Cause.  The Executive  shall be given an  opportunity,
         together  with  counsel,  to be heard at the Special  Board Meeting for
         Cause.  The  Executive's  termination for Cause shall be effective when
         and if a resolution  is duly adopted at the Special  Board  Meeting for
         Cause.

                  (iii) A  termination  of the  Executive's  employment  without
         Cause shall be effected by giving the Executive  written  notice of the
         termination.

                  (c)  GOOD REASON.  (i)  The Executive may terminate 
employment for Good Reason or without Good Reason.  "Good Reason" means:

                           A. failure by the Company to re-elect  the  Executive
                  as a director and Chief Executive  Officer,  or the assignment
                  to the Executive of any duties or responsibilities  materially
                  inconsistent  with  those  customarily   associated  with  the
                  positions  to be  held  by  the  Executive  pursuant  to  this
                  Agreement,  or any other action by the Company that results in
                  a material diminution in the Executive's position,  authority,
                  duties   or   responsibilities,   other   than  an   isolated,
                  insubstantial and inadvertent  action that is not taken in bad
                  faith and is remedied by the Company promptly after receipt of
                  notice thereof from the Executive;

                           B. any  failure  by the  Company  to comply  with any
                  provision  of  Section  3 of  this  Agreement,  other  than an
                  isolated,  insubstantial  and inadvertent  failure that is not
                  taken in bad faith and is  remedied  by the  Company  promptly
                  after receipt of notice thereof from the Executive;

                           C. any  requirement  by the  Company not agreed to by
                  the  Executive  that  the  Executive's  services  be  rendered
                  primarily  at a  location  or  locations  more  than 50  miles
                  distant from the Company's  present  executive offices in Palm
                  Beach Gardens, Florida; or

                           D. any other material breach of this Agreement by the
                  Company  that  either  is not  taken  in good  faith or is not
                  remedied  by the  Company  promptly  after  receipt  of notice
                  thereof from the Executive.

                  (ii) A  termination  of  employment  by the Executive for Good
         Reason  shall be  effectuated  by giving  the  Company  written  notice
         ("Notice of Termination for Good Reason") of the  termination,  setting
         forth in  reasonable  detail the  specific  conduct of the Company that
         constitutes Good Reason and the specific provision(s) of this Agreement
         on which the  Executive  relies.  A  termination  of  employment by the
         Executive for Good Reason shall be effective on the fifth  business day
         following  the date when the Notice of  Termination  for Good Reason is
         given,  unless the notice  sets forth a later date (which date shall in
         no event be later than 30 days after the notice is given).

            (iii) A termination of the  Executive's  employment by the Executive
         without  Good Reason  shall be  effected by giving the Company  written
         notice of the termination.

                  (d)  NO  WAIVER.   The  failure  to  set  forth  any  fact  or
circumstance in a Notice of Termination for Cause or a Notice of Termination for
Good Reason shall not constitute a waiver of the right to assert,  and shall not
preclude the party giving notice from asserting, such fact or circumstance in an
attempt to enforce any right under or provision of this Agreement.

                  (e) DATE OF TERMINATION.  The "Date of Termination"  means the
date of the Executive's death, the Disability  Effective Date, the date on which
the  termination  of the  Executive's  employment  by the  Company  for Cause or
without Cause or by the  Executive for Good Reason is effective,  or the date on
which the  Executive  gives the Company  notice of a  termination  of employment
without Good Reason, as the case may be.

                  6.       OBLIGATIONS OF THE COMPANY UPON TERMINATION.

                  (a) DEATH.  If the  Executive's  employment  is  terminated by
reason of the Executive's death during the Employment  Period, the Company shall
continue to pay to the Executive's designated  beneficiaries (or, if there is no
such beneficiary, to the Executive's estate or legal representative), the Annual
Base Salary provided for in Section 3(a) as in effect on the Date of Termination
through the end of the month in which the Executive's death occurs.  The Company
also shall pay to the Executive's  designated  beneficiaries (or, if there is no
such beneficiary, to the Executive's estate or legal representative),  in a lump
sum in cash  within 30 days of the Date of  Termination  (or, in the case of the
amount  referred  to in  clause  (i)  below,  as soon as  practicable  after the
calculation  period in which  the Date of  Termination  occurs),  the sum of the
following  amounts  (the  "Accrued  Obligations"):  (i) any  accrued  but unpaid
Performance  Bonus,  vacation pay or other monetary  payments to which Executive
was  entitled  on the Date of  Termination,  and (ii) a pro rata  portion of the
Performance Bonus for the year in which the Date of Termination occurs, based on
the number of days of such year prior to the Date of  Termination.  With respect
to medical insurance coverage,  the Company shall continue to provide the spouse
and dependents of the Executive, at the expense of the Company, with the medical
insurance then provided generally to dependents of employees of the Company, for
a  period  of one  year  following  the  termination  of the  employment  of the
Executive,  which medical  insurance  coverage  shall be included as part of any
required  continuation  of coverage  under Part 6,  Subtitle B of Title I of the
Employee  Retirement Income Security Act of 1974, as amended  ("ERISA"),  or any
similar state or local law ("COBRA Coverage"); provided, however, that the COBRA
Coverage shall terminate with respect to such spouse and/or dependents as of the
date that the spouse and/or dependents receive equivalent  coverage and benefits
under any plans,  programs  and/or  arrangements of a subsequent  employer.  The
rights and benefits of the estate or other legal representative of the Executive
under the  benefit  plans and  programs of the Company  shall be  determined  in
accordance  with the  provisions  of such  plans and  programs.  The  rights and
benefits  of the estate or other  legal  representative  of the  Executive  with
respect to the  options  referred  to in Section  3(c)  shall be  determined  in
accordance with the provisions of the plans and grant agreements  governing such
options. Except as otherwise specified in this Agreement,  neither the estate or
other legal  representative  of the  Executive  nor the  Company  shall have any
further rights or obligations under this Agreement.

                  (b) DISABILITY. If the Executive's employment is terminated by
reason of the Executive's  Disability during the Employment  Period, the Company
shall pay to the Executive,  in a lump sum in cash within 30 days of the Date of
Termination  (or, in the case of any  Performance  Bonus, as soon as practicable
after  the end of the  calculation  period  in  which  the  Date of  Termination
occurs),  the Accrued  Obligations.  The Company  shall  continue to provide the
Executive and the spouse and dependents of the Executive,  at the expense of the
Company,  with the medical  insurance  then provided  generally to dependents of
employees of the Company,  for a period of one year following the termination of
the  employment of the  Executive,  which medical  insurance  coverage  shall be
included as part of any required COBRA  Coverage;  provided,  however,  that the
COBRA Coverage shall terminate with respect to the Executive,  the spouse and/or
dependents  of the  Executive as of the date that any such  individual  receives
equivalent  coverage and benefits under any plans,  programs and/or arrangements
of a subsequent  employer.  The rights and benefits of the  Executive  under the
benefit plans and programs of the Company shall be determined in accordance with
the  provisions  of such plans and  programs.  The rights  and  benefits  of the
Executive  with  respect to the  options  referred  to in Section  3(c) shall be
determined in accordance  with the provisions of the plans and grant  agreements
governing such options. Except as otherwise specified in this Agreement, neither
the Executive nor the Company shall have any further rights or obligations under
this Agreement.

                  (c) BY THE COMPANY OTHER THAN FOR CAUSE,  DEATH OR DISABILITY,
OR BY THE  EXECUTIVE  FOR GOOD REASON.  If, during the  Employment  Period,  the
Company  terminates the Executive's  employment,  other than for Cause, death or
Disability,  or the Executive terminates employment for Good Reason, the Company
shall, continue to pay to the Executive, until the expiration of 12 months after
the Date of  Termination,  the Annual Base Salary  provided for in Section 3(a).
The  Company  also shall pay to the  Executive,  in a lump sum in cash within 30
days of the Date of Termination  (or, in the case of any  Performance  Bonus, as
soon as practicable after the end of the calculation period in which the Date of
Termination  occurs),  the Accrued  Obligations.  The Company shall  continue to
provide the Executive and the spouse and  dependents  of the  Executive,  at the
expense of the Company with the medical  insurance  then  provided  generally to
dependents of employees of the Company,  for a period of one year  following the
termination of the employment of the Executive, which medical insurance coverage
shall be included as part of any required  COBRA  Coverage;  provided,  however,
that the COBRA  Coverage  shall  terminate  with respect to the  Executive,  the
spouse  and/or  dependents  of  the  Executive  as of the  date  that  any  such
individual receives  equivalent coverage and benefits under any plans,  programs
and/or  arrangements  of a subsequent  employer.  The rights and benefits of the
Executive  under  the  benefit  plans  and  programs  of the  Company  shall  be
determined in  accordance  with the  provisions of such plans and programs.  The
rights and benefits of the Executive with respect to the options  referred to in
Section 3(c) shall be determined in accordance  with the provisions of the plans
and grant agreements  governing such options.  Except as otherwise  specified in
this  Agreement,  neither the  Executive  nor the Company shall have any further
rights or obligations  under this Agreement.  The payments and benefits provided
pursuant to this  paragraph (c) of Section 6 are intended as liquidated  damages
for a termination  of the  Executive's  employment by the Company other than for
Cause or Disability  or for the actions of the Company  leading to a termination
of the Executive's employment by the Executive for Good Reason.

                  (d) BY THE COMPANY FOR CAUSE;  BY THE EXECUTIVE OTHER THAN FOR
GOOD REASON.  If the  Executive's  employment  is  terminated by the Company for
Cause during the Employment Period, or if the Executive  voluntarily  terminates
employment during the Employment Period, other than for Good Reason, the Company
shall pay to the  Executive  in a lump sum in cash within 30 days of the Date of
Termination any portion of the  Executive's  Annual Base Salary through the Date
of Termination  that has not yet been paid plus any accrued but unpaid  vacation
pay to which Executive was entitled on the Date of Termination,  and the Company
shall have no further  obligations  under this  Agreement,  except as  otherwise
specified in this Agreement.  The rights and benefits of the Executive under the
benefit plans and programs of the Company shall be determined in accordance with
the  provisions  of such plans and  programs.  The rights  and  benefits  of the
Executive  with  respect to the  options  referred  to in Section  3(c) shall be
determined in accordance  with the provisions of the plans and grant  agreements
governing such options.

                  (e) The Company's obligation to deliver the liquidated damages
payments described in paragraph (c) of this Section 6 shall be contingent on the
Executive  delivering  to the Company,  on or about the Date or  Termination,  a
legal  release in a form  acceptable  to counsel to the Company,  releasing  the
Company,  its  affiliates,  and the current and former  directors,  officers and
employees  of the  Company  from  any  obligations  relating  to his  employment
hereunder,  subject to the Company's continuing obligations under this Agreement
and subject to the Executive's  continuing rights under the terms and conditions
of the  compensation  and benefit plans in which the Executive is a participant,
as such plans may be amended from time to time.

                  (f)  The  respective   obligations  of  the  Company  and  the
Executive  under Sections 9, 10, 11, 12 and 13 shall survive any  termination of
Executive's employment.

                  (g) Notwithstanding any other provision of this Agreement,  to
the extent the Company reasonably determines that the Executive would be subject
to the excise tax under  Section 4999 of the Internal  Revenue Code of 1986,  as
amended (the "Code"), on any payments under Section 6 of this Agreement and such
other  amounts or benefits the Executive  receives from the Company,  any person
whose actions result in a change of ownership  covered by Section  280G(b)(2) of
the Code or any person  affiliated with the Company or such person,  required to
be included in the  calculation  of parachute  payments for purposes of Sections
280G and 4999 of the Code, the amounts  provided  under this Agreement  shall be
automatically  reduced  to an amount  one  dollar  less than  that  which,  when
combined  with such other  amounts,  would  subject the Executive to such excise
tax.

                  7. NON-EXCLUSIVITY OF RIGHTS.  Nothing in this Agreement shall
prevent or limit the Executive's continuing or future participation in any plan,
program,  policy or practice  provided  by the Company or any of its  affiliated
companies for which the Executive may qualify,  nor, subject to paragraph (f) of
Section 16, shall  anything in this  Agreement  limit or  otherwise  affect such
rights as the  Executive  may have  under any  contract  or  agreement  with the
Company or any of its affiliated  companies.  Vested  benefits and other amounts
that the Executive is otherwise entitled to receive under the Stock Option Plan,
or any other plan, policy,  practice or program of, or any contract of agreement
with,  the Company or any of its  affiliated  companies  on or after the Date of
Termination  shall be  payable in  accordance  with the terms of each such plan,
policy, practice, program, contract or agreement, as the case may be.

                  8. NO  OFFSET,  ETC.  The  Company's  obligation  to make  the
payments  provided for in, and otherwise to perform its obligations  under, this
Agreement  shall  not be  affected  by any  set-off,  counterclaim,  recoupment,
defense or other  claim,  right or action that the Company may have  against the
Executive or others.  In no event shall the Executive be obligated to seek other
employment or take any other action by way of mitigation of the amounts  payable
to the Executive under any of the provisions of this Agreement, and such amounts
shall  not be  reduced,  regardless  of  whether  the  Executive  obtains  other
employment.

                  9.  INVENTIONS.   Any  and  all  inventions,   innovations  or
improvements ("inventions") made, developed or created by the Executive (whether
at the request or suggestion of the Company  (which,  as used in this Section 9,
shall  be  deemed  to  include  the  Company  and each of its  subsidiaries)  or
otherwise,  whether  alone or in  conjunction  with others,  and whether  during
regular hours of work or otherwise) during the period of his employment with the
Company  which may be  directly  or  indirectly  useful  in, or relate  to,  the
business of the Company,  shall be promptly and fully disclosed by the Executive
to the  Board and shall be the  Company's  exclusive  property  as  against  the
Executive,   and  the  Executive  shall  promptly   deliver  to  an  appropriate
representative  of the Company as designated by the Board all papers,  drawings,
models,  data and other material  relating to any inventions made,  developed or
created by him as aforesaid.  The Executive shall, at the request of the Company
and without any payment therefor,  execute any documents  necessary or advisable
in the  opinion  of the  Company's  counsel  to direct  issuance  of  patents or
copyrights  to the  Company  with  respect to such  inventions  as are to be the
Company's  exclusive property as against the Executive or to vest in the Company
title to such  inventions as against the Executive.  The expense of securing any
such patent or copyright shall be borne by the Company.

                  10.  CONFIDENTIAL  INFORMATION.  The Executive  shall hold all
secret or confidential information, knowledge or data relating to the Company or
any of its  affiliated  companies  and  their  respective  businesses  that  the
Executive obtains during the Executive's employment by the Company or any of its
affiliated companies and that is not public knowledge (other than as a result of
the Executive's  violation of this Section 10)  ("Confidential  Information") in
strict confidence.  The Executive shall not communicate,  divulge or disseminate
Confidential  Information at any time during or after the Executive's employment
with the  Company,  except with the prior  written  consent of the Company or as
otherwise required by law or regulation or by legal process. If the Executive is
requested  pursuant to, or required by, applicable law or regulation or by legal
process to disclose any Confidential Information, the Executive will provide the
Company, as promptly as the circumstances reasonably permit, with notice of such
request or  requirement  and,  unless a  protective  order or other  appropriate
relief is previously  obtained,  the Confidential  Information,  subject to such
request,  may be disclosed  pursuant to and in accordance with the terms of such
request or  requirement,  provided that the Executive shall use his best efforts
to  limit  any  such  disclosure  to  the  precise  terms  of  such  request  or
requirement.

                  11.  NON-COMPETITION.  The  Executive  acknowledges  that  the
services to be rendered by him to the Company (which, as used in this Section 11
shall be deemed to include the Company  and each of its  subsidiaries)  are of a
special and unique character. In consideration of his employment hereunder,  the
Executive agrees,  for the benefit of the Company,  that he will not, during the
term of this  Agreement  and  thereafter  until the  earlier to occur of (x) the
expiration  of a  period  of  twelve  (12)  months  commencing  on the  date  of
termination of his employment  with the Company or (y) a Change in Control,  (a)
engage,  directly  or  indirectly,  whether as  principal,  agent,  distributor,
representative,  consultant,  employee, partner, stockholder, limited partner or
other  investor  (other than an investment of not more than (i) two percent (2%)
of the stock or equity of any corporation the capital stock of which is publicly
traded  or (ii)  two  percent  (2%) of the  ownership  interest  of any  limited
partnership or other entity) or otherwise,  within the United States of America,
in any  business  which is  competitive  with the  business  now, or at any time
during the term of this  Agreement,  conducted  by the  Company,  (b) solicit or
entice to endeavor to solicit or entice away from the Company any person who was
an officer,  employee or sales representative of the Company, either for his own
account or for any individual,  firm or corporation,  whether or not such person
would commit any breach of his contract of  employment  by reason of leaving the
service of the  Company,  and the  Executive  agrees not to employ,  directly or
indirectly,  any person who was an officer,  employee or sales representative of
the Company or who by reason of such position at any time is or may be likely to
be in possession of any  confidential  information or trade secrets  relating to
the businesses or products of the Company,  or (c) solicit or entice or endeavor
to solicit or entice away from the Company any customer or prospective  customer
of the  Company,  either  for his own  account  or for any  individual,  firm or
corporation.  In addition,  the Executive shall not, at any time during the term
of this Agreement or at any time  thereafter,  engage in the business which uses
as its  name,  in whole or in part,  "Top  Source"  or any  other  tradename  or
trademark or corporate name used by the Company or any of its subsidiaries.

                  12.  INDEMNIFICATION.  (a) The  Company  shall  indemnify  the
Executive  to the fullest  extent  permitted by Delaware law in effect as of the
date hereof  against all costs,  expenses,  liabilities  and losses  (including,
without limitation,  attorneys' fees, judgments,  fines, penalties, ERISA excise
taxes,  penalties  and amounts paid in  settlement)  reasonably  incurred by the
Executive in connection with a Proceeding.  For the purposes of this Section 12,
a  "Proceeding"  shall  mean any  action,  suit or  proceeding,  whether  civil,
criminal, administrative or investigative, in which the Executive is made, or is
threatened  to be made,  a party to,  or a  witness  in,  such  action,  suit or
proceeding  by  reason  of the fact that he is or was an  officer,  director  or
employee of the Company or is or was  serving as an officer,  director,  member,
employee,  trustee or agent of any other  entity at the request of the  Company,
whether or not the basis of such Proceeding  arises out of or in connection with
the Executive's alleged action or omission in an official capacity.

                  (b) The Company shall advance to the Executive all  reasonable
costs and expenses  incurred by him in  connection  with a Proceeding  within 20
days after receipt by the Company of a written  request for such  advance.  Such
request  shall  include  an  itemized  list of the  costs  and  expenses  and an
undertaking  by the  Executive  to repay the amount of such  advance if it shall
ultimately be determined that he is not entitled to be indemnified  against such
costs and expenses.

                  (c) The  Executive  shall not be entitled  to  indemnification
under this Section 12 unless he meets the  standard of conduct  specified in the
Delaware  General  Corporation  Law. Any  indemnification  under  subsection (a)
(unless  ordered by a court) shall be made by the Company only as  authorized in
the specific case upon a determination that  indemnification of the Executive is
proper  in the  circumstances  because  he has met the  applicable  standard  of
conduct set forth in the Delaware  Corporation Law. Such determination  shall be
made (1) by the Board by a majority vote of a quorum consisting of directors who
were not parties to such Proceeding,  or (2) if such a quorum is not obtainable,
or, even if  obtainable  a quorum of  disinterested  directors  so  directs,  by
independent legal counsel in a written opinion, or (3) by the stockholders.

                  (d) The Company  shall not settle any  Proceeding  or claim in
any manner which would impose on the Executive any penalty or limitation without
his  prior  written  consent.   Neither  the  Company  nor  the  Executive  will
unreasonably withhold its or his consent to any proposed settlement.

                  (e) The  indemnification in this Section 12 shall inure to the
benefit of the Executive's heirs, executors and administrators.

                  (f) The  Company  agrees to use its best  efforts  to  obtain,
continue and maintain an adequate  directors and officers'  liability  insurance
policy and shall  cause  such  policy to cover the  Executive  to the extent the
Company provides such coverage for its other executive officers.

                  13. SUCCESSORS;  BENEFICIARIES. (a) This Agreement is personal
to the Executive and,  without the prior written  consent of the Company,  shall
not be assignable by the Executive otherwise than by will or the laws of descent
and  distribution.  This  Agreement  shall  inure  to  the  benefit  of  and  be
enforceable by the Executive's legal representatives.

                  (b)  This  Agreement  shall  inure  to the  benefit  of and be
binding upon the Company and its successors and assigns.

                  (c) The Company shall require any successor (whether direct or
indirect,   by  purchase,   merger,   consolidation  or  otherwise)  to  all  or
substantially  all of the  business  and/or  assets of the Company  expressly to
assume and agree to perform  this  Agreement  in the same manner and to the same
extent  that the  Company  would  have been  required  to  perform it if no such
succession had taken place. As used in this Agreement, "Company" shall mean both
the Company as defined above and any such  successor  that assumes and agrees to
perform this Agreement, by operation of law or otherwise.

                  (d) The Executive shall be entitled,  to the extent  permitted
under any applicable law, to select and change the beneficiary or  beneficiaries
to  receive  any  compensation  or  benefit  payable  hereunder   following  the
Executive's death by giving the Company written notice thereof.  In the event of
the Executive's death or a judicial determination of his incompetence, reference
in this Agreement to the Executive shall be deemed, where appropriate,  to refer
to his beneficiary, estate or other legal representative.

                  14.  MISCELLANEOUS.  (a) This Agreement  shall be governed by,
and construed in  accordance  with,  the laws of the State of New York,  without
reference to principles of conflict of laws.  The captions of this Agreement are
not part of the  provisions  hereof  and  shall  have no force or  effect.  This
Agreement may not be amended or modified except by a written agreement  executed
by the parties hereto or their respective successors and legal representatives.

                  (b) All notices and other  communications under this Agreement
shall be in writing and shall be given by hand delivery to the other party or by
registered  or  certified  mail,  return  receipt  requested,  postage  prepaid,
addressed as follows:

                           If to the Executive:

                           Mr. William Willis, Jr.
                           5200 North Ocean Drive
                           20A Singer Island
                           Florida 33404

                           If to the Company:

                           Top Source Technologies, Inc.
                           7108 Fairway Drive, Suite 200
                           Palm Beach Garden, Florida  33418
                           Attention:  General Counsel

or to such other  address as either  party  furnishes to the other in writing in
accordance  with this  paragraph (b) of Section 14.  Notices and  communications
shall be effective when actually received by the addressee.

                  (c) The  invalidity  or  unenforceability  of any provision of
this  Agreement  shall not affect the  validity or  enforceability  of any other
provision of this  Agreement.  If any provision of this Agreement  shall be held
invalid or  unenforceable  in part,  the  remaining  portion of such  provision,
together  with all other  provisions of this  Agreement,  shall remain valid and
enforceable  and  continue  in full  force  and  effect  to the  fullest  extent
consistent with law.

                  (d) Notwithstanding any other provision of this Agreement, the
Company may withhold  from amounts  payable  under this  Agreement  all federal,
state,  local and foreign  taxes that are required to be withheld by  applicable
laws or regulations.

                  (e) The  Executive's  or the Company's  failure to insist upon
strict  compliance with any provisions of, or to assert,  any right under,  this
Agreement  (including,  without  limitation,  the  right  of  the  Executive  to
terminate  employment for Good Reason  pursuant to paragraph (c) of Section 5 of
this Agreement) shall not be deemed to be a waiver of such provision or right or
of any other provision of or right under this Agreement.

                  (f)  The  Executive  and the  Company  acknowledge  that  this
Agreement  supersedes any other  agreement  between them  concerning the subject
matter hereof.

                  (g) The  rights  and  benefits  of the  Executive  under  this
Agreement may not be anticipated,  assigned, alienated or subject to attachment,
garnishment,  levy,  execution  or other legal or  equitable  process  except as
required by law. Any attempt by the Executive to anticipate,  alienate,  assign,
sell,  transfer,  pledge,  encumber  or charge the same shall be void.  Payments
hereunder  shall  not be  considered  assets  of the  Executive  in the event of
insolvency or bankruptcy.

                  (h) This  Agreement  may be executed in several  counterparts,
each of  which  shall  be  deemed  an  original,  and  said  counterparts  shall
constitute but one and the same instrument.

<PAGE>

                  IN  WITNESS  WHEREOF,  the  Executive  has  hereunto  set  the
Executive's hand and,  pursuant to the  authorization of the Board of Directors,
the Company has caused this  Agreement to be executed in its name on its behalf,
all as of the day and year first above written.



                                      William Willis, Jr.



                                      TOP SOURCE TECHNOLOGIES, INC.


                                       By:
                                               David Natan
                                               Vice President and CFO


<PAGE>

                          TOP SOURCE TECHNOLOGIES, INC.

                      NON-QUALIFIED STOCK OPTION AGREEMENT

TO:  William Willis, Jr.

                  As referenced  in your  employment  agreement  with Top Source
Technologies,  Inc. (the  "Company")  dated as of May 21, 1997 (the  "Employment
Agreement"),  pursuant to the Company's  1993 Stock Option Plan, as amended (the
Plan"),  you have been granted  non-qualified  stock options for the purchase of
500,000 shares (the "Option") of the Company's  Common Stock at various exercise
prices as outlined  in the  attached  Schedule  A-1,  the  closing  price of the
Company's  Common Stock on the American Stock  Exchange on May 20, 1997.  Please
sign and return to the Company the  acceptance and  Acknowledgement  attached to
this  Stock  Option  Agreement.  The  terms  of  the  Plan,  including,  without
limitation,  those relating to withholding  taxes,  are  incorporated  into this
Agreement by reference.  This Option is not intended to qualify as an "incentive
stock option" within the meaning of Section 422 of the Internal  Revenue Code of
1986, as amended.

                  The terms of the  Option are set forth in the Plan and in this
Agreement.  Certain  of the terms set  forth in the Plan are  summarized  below;
however, reference should be made to the Plan for the complete terms.

                  Term: This Option shall terminate ten years from date of grant
unless  sooner  terminated  in  accordance  with the  terms of the Plan and this
Agreement.
 .

                  Exercise:  During  your  lifetime  only you can  exercise  the
Option.  The Plan also  provides  for  exercise  of the  Option by the  personal
representative  of your estate or the beneficiary  thereof following your death.
You may use the Notice of Exercise in the form attached to this  Agreement  when
you exercise the Option.

                  Notices: All notices sent in connection with this Option shall
be in writing  and, if to the  Company,  shall be  delivered  personally  to the
Secretary  of the Company or mailed to its  principal  office,  addressed to the
attention  of  the  Secretary  and,  if to  the  Optionee,  shall  be  delivered
personally  or mailed  to the  Optionee  at the  address  noted on the  attached
Acceptance  and  Acknowledgement.  Such  addresses may be changed at any time by
notice from one party to the other.

                  Payment for Shares:  The Option may be paid for by delivery
to the Company of the following together with the Notice of Exercise:



<PAGE>



                  (a)      Bank certified or cashier's checks; or

                  (b) Unless the  Committee (as defined in the Plan) in its sole
discretion determines otherwise, shares of the capital stock of the Company held
by you having a fair market value at the time of exercise, as determined in good
faith by the Plan Administrator, equal to the exercise price.

                  Upon  receipt of written  notice of  exercise  and payment and
delivery of any other required  documentation,  the Company shall deliver to the
person  exercising the Option a certificate or certificates for such shares.  It
shall be a condition to the performance of the Company's  obligation to issue or
transfer  Common Stock upon  exercise of this option that the  Optionee  pay, or
make provision  satisfactory  to the Company for the payment of, any taxes which
the Company is  obligated  to collect  with  respect to the issue or transfer of
Common Stock upon exercise.

                  Termination:  If your  employment by the Company is terminated
for Cause, as defined in the Employment Agreement,  the Option will terminate as
of the first  discovery by the Company of any reason for  termination for Cause.
If your employment stops because of your Death or Disability,  as defined in the
Employment Agreement, the Option shall terminate 12 months after your employment
stops.  Otherwise the Option will terminate  three months after your  employment
with the Company ends.

         Nothing in the Plan or in this Agreement  shall confer on you any right
to  continue  in the employ of the  Company or any parent or  subsidiary  of the
Company or  interfere  in any way with the right of the Company or any parent or
subsidiary of the Company to terminate your employment at any time.

         Transfer of Option:  The Option is not transferable except by will or
by the applicable laws of descent and distribution.

         Vesting:  The Option is vested as outlined in Schedule A-1:


         Notwithstanding  the  foregoing,  the vesting of such Options  shall be
accelerated in the event of a Change in Control,  as that term is defined in the
Employment Agreement.

         Date of Grant:  The date of grant of the Option is May 21, 1997.

         YOUR  PARTICULAR  ATTENTION IS DIRECTED TO SECTION 15 OF THE PLAN WHICH
DESCRIBES CERTAIN IMPORTANT  CONDITIONS RELATING TO FEDERAL AND STATE SECURITIES
LAWS THAT MUST BE SATISFIED  BEFORE THE OPTION CAN BE  EXERCISED  AND BEFORE THE
COMPANY CAN ISSUE ANY SHARES TO YOU. THE COMPANY HAS NO  OBLIGATION  TO REGISTER
THE SHARES THAT WOULD BE ISSUED UPON THE  EXERCISE OF YOUR  OPTION,  AND IF SUCH
SHARES ARE NOT REGISTERED, YOU WILL NOT BE ABLE TO EXERCISE THE OPTION UNLESS AN
EXEMPTION FROM REGISTRATION IS AVAILABLE.  AT THE PRESENT TIME,  EXEMPTIONS FROM
REGISTRATION  UNDER FEDERAL AND STATE SECURITIES LAWS ARE VERY LIMITED AND MIGHT
BE UNAVAILABLE TO YOU PRIOR TO THE EXPIRATION OF THE OPTION.  CONSEQUENTLY,  YOU
MIGHT HAVE NO OPPORTUNITY TO EXERCISE THE OPTION AND TO RECEIVE SHARES UPON SUCH
EXERCISE.  IN ADDITION,  YOU SHOULD CONSULT WITH YOUR TAX ADVISOR CONCERNING THE
RAMIFICATIONS TO YOU OF HOLDING OR EXERCISING YOUR OPTIONS OR HOLDING OR SELLING
THE SHARES UNDERLYING SUCH OPTIONS.

                  You  understand  that,  during  any period in which the shares
which may be acquired  pursuant to your Option are subject to the  provisions of
Section 16 of the Securities Exchange Act of 1934 (and you are also so subject),
in order for your transactions  under the Plan to qualify for the exemption from
Section 16(b)  provided by Rule 16b-3, a total of six months must elapse between
the grant of the Option and the sale of the Option  (other than upon exercise or
conversion) or the shares underlying the Option.

                  All decisions or  interpretations  made by the Committee  with
regard to any question arising  hereunder or under the Plan shall be binding and
conclusive on the Company and you.

                  This  Agreement  shall  bind and inure to the  benefit  of the
parties  hereto and the successors and assigns of the Company and, to the extent
provided in the Plan, your executors, administrators, legatees, and heirs.

                  Please execute the Acceptance  and  Acknowledgement  set forth
below on the enclosed copy of this Agreement and return it to the undersigned.

         Very truly yours,


         TOP SOURCE TECHNOLOGIES, INC.


Dated: As of May 21, 1997         


                          By:_/s/David Natan
                              DAVID NATAN

<PAGE>



INSTRUCTION:  PLEASE COMPLETE THE INFORMATION REQUESTED BELOW, DETACH THIS PAGE
AFTER SIGNING WHERE INDICATED AND RETURN TO THE COMPANY.



                         ACCEPTANCE AND ACKNOWLEDGEMENT
I, a resident of the State of Florida,  accept the  non-qualified  stock  option
described in the  Non-Qualified  Stock Option Agreement dated as of May 21, 1997
and in the Top Source Technologies, Inc. 1993 Stock Option Plan, as amended, and
acknowledge receipt of a copy of this Agreement.  I have read and understand all
the  provisions  and  limitations  of the Plan,  particularly  those relating to
non-qualified  stock  options  and the  provisions  of  Section  15 of the  Plan
relating to securities regulations.

Dated: As of May 21, 1997



/s/William C. William
------------------------------
  Signature





Name:     William Willis, Jr.

Address:

<PAGE>

                          TOP SOURCE TECHNOLOGIES, INC.
                NOTICE OF EXERCISE OF NON-QUALIFIED STOCK OPTION

                         ------------------------------
                              (Name, please print)

                         ------------------------------
                                     (Date)

TOP SOURCE TECHNOLOGIES, INC.
7108 Fairway Drive
Suite 200
Palm Beach Garden, Florida  33418

Gentlemen:

I hereby exercise my right to purchase _______________ shares of Common Stock of
Top Source Technologies,  Inc., a Delaware corporation (the"Company"),  pursuant
to, and in accordance with, the Top Source Technologies,  Inc. 1993 Stock Option
Plan and the Non-Qualified  Stock Option Agreement  ("Agreement")  dated as of ,
1997. As provided in that Agreement, I hereby: [check one]

                  [ ]      deliver  herewith  a  certified  or bank  cashier's 
                           check in the amount of the aggregate option exercise
                           price; or

                  [        ] undertake to deliver shares of the capital stock of
                           the Company  held by me having a fair market value at
                           the time of exercise,  as determined in good faith by
                           the Plan Administrator, equal to the aggregate option
                           exercise price.

                  Please  deliver  to me  stock  certificates  representing  the
subject shares registered as follows:

         Name:___________________________________________

         Address:_________________________________________

         ------------------------------------------------

         Social Security Number ____________________________

         The  aggregate  exercise  price  is $  _________  (total  number  of
shares  to be  purchased  x $--------).

         (1)  Tax  Implications.   I  understand  that  there  are  certain  tax
implications to my exercise of my right to purchase shares of Common Stock under
the Agreement.  I further  understand that it is my obligation to confer with my
own tax advisor with respect to such tax implications.

         (2) Securities Regulation.  I hereby represent and acknowledge that (i)
the shares of Common  Stock I propose to purchase  (i) are being  purchased  for
investment  and not for  distribution  or resale (other than a  distribution  or
resale which, in the opinion of counsel satisfactory to the Company, may be made
without violating the registration  provisions of the Securities Act of 1933, as
amended  (the  "Act")),  (ii) I have been advised and  understand  that (A) such
shares have not been registered  under the Act and are  "restricted  securities"
within the meaning of Rule 144 under the Act and are subject to  restrictions on
transfer  and (B) the Company is under no  obligation  to  register  such shares
under  the Act or to take  any  action  which  would  make  available  to me any
exemption from such  registration,  and (iii) such shares may not be transferred
without compliance with all applicable federal and state securities laws.


                                 Very truly yours,


                                 ------------------------------
                                 Name:


<PAGE>

                                  SCHEDULE A - 1

                                       OF

                              EMPLOYMENT AGREEMENT

                                     BETWEEN

                          TOP SOURCE TECHNOLOGIES, INC.

                                       AND

                             WILLIAM C. WILLIS, JR.

                                  MAY 21, 1997




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


         On May 21, 1997, the Company granted to William C. Willis,  Jr. 300,000
non-qualified  stock  options at a price of $2.00 per share  which vest in three
equal  increments  of  100,000  options  each on May 21,  1998,  1999 and 2,000,
subject to Mr. Willis' continued employment with the Company.

         Additionally,  on May 21,  1997,  the  Company  granted  to  William C.
Willis,  Jr. 200,000  non-qualified  stock options at a price of $2.00 per share
which become  exercisable,  if at all, in two 100,000  increments if the closing
price of the Company's common stock on the American Stock Exchange is or exceeds
$7.00 and $9.00, respectively,  for at least 30 consecutive trading days and Mr.
Willis is employed by the Company at the end of such period. All 500,000 options
become immediately exercisable in the future upon certain unusual contingencies.

         The  above  information  was filed  with the  Securities  and  Exchange
Commission on a Form 3 dated May 27, 1997.