EXHIBIT 10.31


Portions of this  Exhibit have been omitted and  confidentially  and  separately
filed  with  the  Securities  and  Exchange   Commission   with  a  Request  for
Confidential Treatment.


The omitted portions are marked by opened and closed brackets as follows:

                                                                  [*]

<PAGE>

Confidential
                             DISTRIBUTION AGREEMENT

         This  Distribution  Agreement (the  "Agreement") is made as of November
22,  1999,  by and  among  Jack R.  Creel  ("Creel")  and  BioTek  Environmental
Services,  Inc.  ("BioTek"),  a Texas  corporation,  whose  principal  place  of
business is 2500 Woodland Park, Suite K303, Houston,  Texas 77077 and Top Source
Technologies, Inc. (the "Distributor"),  a Delaware corporation, whose principal
place of  business is 108  Fairway  Drive,  Suite 200,  Palm Beach  Gardens,  FL
33418-3757.  All  references  herein to BioTek  shall also refer to Creel unless
otherwise  stated.  BioTek is engaged  in the  business  of growing  hydrocarbon
eating microbes.  The Distributor desires to solicit and sell, as an independent
distributor,  the products or product lines particularly described on Schedule 1
attached to this Agreement (the "Products");  and BioTek desires the Distributor
to act as an independent  distributor  to solicit and sell the Products,  all in
accordance with the terms and conditions of this Agreement.
         1.       Appointment.
(a)               BioTek  hereby  appoints  the  Distributor  as  the  exclusive
                  distributor  of BioTek to solicit and sell the Products to the
                  customers   described  on  Schedule  1  attached  hereto  (the
                  "Customers").  The  Distributor  accepts such  appointment  in
                  accordance with the terms of this  Agreement.  The Distributor
                  represents and warrants that it has the ability and experience
                  to carry out its obligations  under this  Agreement,  and that
                  Distributor  is not  under  any  restriction  prohibiting  the
                  Distributor's performance under this Agreement.
(b)               If the  Distributor  fails to generate at least  $1,000,000 in
                  revenues  by May 31,  2001 (or such  longer  period on a month
                  ending at least 18 full  months  following  the  Distributor's
                  receipt  of  inventory  pursuant  to  the  initial  order  for
                  inventory),  the  Distributor's  exclusivity shall cease as to
                  Customers  except for those  Customers (and any affiliates and
                  entity under common control) to which the Distributor has sold
                  Products.  The Distributor  shall retain its right to continue
                  to sell Products on a non-exclusive basis.
         2.  Term.  Unless  sooner  terminated  as  provided  elsewhere  in this
Agreement,  this  Agreement  shall be effective  from the date hereof and for 25
calendar years  immediately  following such date, and,  thereafter,  it shall be
renewed automatically on a calendar year basis, unless 180 days' prior notice is
given by either party.
         3.   Relationship  of  Parties.   The  Distributor  is  an  independent
contractor,  conducting all of its business in its own name and  responsible for
its own business and means of carrying out the  performance  of its  obligations
under  this   Agreement.   Neither  party  shall  have  authority  to  make  any
representations, warranties, or guaranties on behalf of the other, to enter into
any contracts or commitments  in the name or on behalf of the other,  or to bind
the other in any way. The Distributor shall have no liability to any third party
in connection  with any  representation  made by the BioTek to such third party.
The parties to this Agreement do not intend, and nothing in this Agreement shall
be construed, to create a partnership or joint venture between them.

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

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

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

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

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

(e) [*] The Distributor  will promptly  reimburse  BioTek for the
reasonable  expenses it incurs in attending these training sessions;

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

[*] CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION.  (g)
provide the  Distributor  with technical and sales  information,  literature and
promotional  materials  for the  Products as are made  available to other BioTek
distributors  from  time  to  time;  (h)  upon  the  reasonable  request  of the
Distributor, cause its sales management and other sales personnel to participate
in  national  sales  meetings  sponsored  by the  Distributor  and attend  sales
presentations to potential  customers.  The Distributor will promptly  reimburse
BioTek for the  reasonable  expenses it incurs in attending  these  meetings and
sales  presentations;  (i) not sell any Products  directly or  indirectly to any
Customer  or  potential  Customer  (as  defined);  (j) inform  all other  BioTek
distributors that the Distributor,  for the duration of this Agreement,  will be
the exclusive  distributor for the Territory;  (k) provide the Distributor  with
technical and field sales support to the customer as deemed necessary by BioTek;
(l) comply fully with all federal,  state and local environmental,  unfair trade
practices,  food and drug,  occupational  health  and  safety and other laws and
regulations  relating to the Products;  (m) provide the Distributor  with prompt
written notice of any claims, governmental inquiry or investigation,  lawsuit or
arbitration relating to the Products except for routine commercial disputes over
payment  not  involving  the safety or  effectiveness  of the  Products or their
compliance with law; (n) provide the Distributor with proof of product liability
insurance in the amount of $1,000,000  and add the  Distributor as a named cover
insured  under such policy;  and (o) keep this  Agreement  and the pricing terms
contained herein  confidential in view of the fact that public  disclosure would
be harmful to the  Distributor's  ability to fulfill its obligations  hereunder.
Provided,  however, solely to the extent that Distributor publicly discloses any
of the terms of this  Agreement in a press release or filing with the Securities
and Exchange  Commission,  the  foregoing  confidentiality  provision  shall not
apply.
        . General  Obligations of  Distributor. The  Distributor shall: (a) use
its best  efforts at all times to promote,  market and sell the  Products in the
Territory,  which shall include, without limitation,  employing or engaging such
personnel  and  assistance as may be necessary to promote and sell the Products,
attending training seminars,  maintaining  personal contact with Customers,  and
complying with such other reasonable and customary  marketing and sales efforts;
(b) not modify,  improve,  or otherwise alter any of the Products,  unless prior
written consent is obtained from BioTek;  (c) portray fairly,  accurately and in
good faith  BioTek's  Products  and not  knowingly  take any  actions  which are
adverse to BioTek's best interests or which might harm BioTek's reputation;  (d)
be responsible for and pay all costs and expenses of the Distributor  associated
with this Agreement,  its obligations hereunder and the conduct of its business,
except as  provided  for in  Section  4. (e) advise  BioTek  immediately  of any
complaints received regarding the Products thereof; provided,  however, that the
Distributor  has no  authority  to, and shall  not,  make any offer on behalf of
BioTek with regard thereto without  BioTek's prior written  consent;  (f) secure
and maintain all necessary licenses and permits required to operate its business
and comply in all material  respects with all laws applicable to it and the sale
of the  Products;  (g)  cause  its  affiliates  and  employees  to  abide by the
provisions of this  Agreement and be  responsible  for all acts and omissions of
such  persons;   (h)  provide   follow-up  and  support  services  to  customers
appropriately  tailored to ensure  customer  satisfaction;  and (i) provide such
other services related or incidental to the Distributor's obligations under this
Agreement  as BioTek and the  Distributor  may agree upon from time to time.

6. Acceptance of Orders and Terms of Sale. Each order for the Products submitted
by the  Distributor  to  BioTek  shall be in  writing,  set  forth the types and
quantity of the Products ordered and requested  shipment date(s),  and otherwise
be in accordance with BioTek's order placement  requirements as established from
time to time. BioTek shall acknowledge each purchase order in writing as soon as
practical and may not cancel such orders.  All Products  shall be shipped f.o.b.
Houston as disclosed on each order.  Unless,  the Distributor gives prior notice
of defective  Products to BioTek, all payments for the cost of Products shall be
due 30 days after receipt of the Products. [*]


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

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

         (a) BioTek's failure to fill the  Distributor's  order for the Products
within 60 days of the date of a purchase  order;  or [*]  CONFIDENTIAL  PORTIONS
OMITTED AND FILED SEPARATELY WITH THE COMMISSION.
         (b)  BioTek's  insolvency,   voluntary   abandonment  or  cessation  of
business,  the revocation of any articles of incorporation or similar charter or
license of BioTek or the dissolution or liquidation of BioTek; or
         (c) BioTek's  entering into or filing by or against  BioTek a petition,
arrangement or proceeding  seeking an order for relief under the bankruptcy laws
of the United States or any other similar  federal or state laws, a receivership
for any of its assets,  a composition  with or assignment for the benefit of its
creditors,  a readjustment of debt or the marshalling of its assets. The parties
shall enter into a Proprietary  Rights  Escrow  Agreement in the form annexed as
Schedule 9 which shall permit the  Distributor at its cost and expense to retain
an expert to have full  access to the  Escrowed  Information  for the purpose of
ascertaining  and verifying that the Products are fit for their intended purpose
as described on Schedule 1. BioTek  shall  co-operate  fully with the expert who
shall  execute  any  reasonable  and  customary  non-disclosure   agreement.

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

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

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

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

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

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

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

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

- by mutual written consent of the parties hereto;

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

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

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

         Upon expiration or termination of this Agreement, the Distributor shall
cease immediately all promotion, sales and service of the Products, cease use of
the  Trademarks,  BioTek  names and  logos,  and  return to  BioTek  all  forms,
contracts,  price lists, sales literature,  technical  documentation,  and other
documents  and items  relating to the  Products and  services,  all of which are
acknowledged  to be  proprietary  to and the sole property of BioTek.  Provided,
however,  the  Distributor  may  continue  to sell  all  Products  remaining  in
inventory.
         Termination shall not affect any claim,  demand,  liability or right of
either party hereto arising  pursuant to this Agreement prior to the termination
or expiration  hereof or arising after  termination  or expiration in connection
with  any of the  rights  or  obligations  which  survive  termination  of  this
Agreement.
         15. Force Majure. BioTek and Distributor shall each be excused from any
delay in performance or for  non-performance  of any of the terms and conditions
of this Agreement caused by any circumstances  beyond their respective  control,
including,  but not  limited  to, any act of God,  fire,  flood,  or  government
regulation,  direction  or request,  or  accident,  labor  dispute,  unavoidable
breakdown,  civil unrest or disruption to the extent that any such circumstances
affect the Products, delivery, acceptance,  transportation, sale, or consumption
of Products.  Each party agrees to give the other circumstances which might give
rise to a delay,  interruption  or reduction of any  delivery or  acceptance  of
Products.

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

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

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

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

         20.  Notices and  Addresses.  All notices,  offers,  acceptance and any
other acts under this Agreement (except payment) shall be in writing,  and shall
be  sufficiently  given if delivered  to the  addressees  in person,  by Federal
Express or similar  receipted  delivery,  by  facsimile  delivery or, if mailed,
postage prepaid, by certified mail, return receipt requested, as follows:

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

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

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

or to such other address as either of them, by notice to the other may designate
from time to time.  The  transmission  confirmation  receipt  from the  sender's
facsimile machine shall be conclusive evidence of successful facsimile delivery.
Time shall be counted to, or from, as the case may be, the delivery in person or
by mailing.

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

         22. Oral Evidence.  This  Agreement  constitutes  the entire  Agreement
between the parties and supersedes all prior oral and written agreements between
the parties  hereto with  respect to the subject  matter  hereof.  Neither  this
Agreement  nor any  provision  hereof  may be  changed,  waived,  discharged  or
terminated  orally,  except by a  statement  in  writing  signed by the party or
parties against which enforcement or the change, waiver discharge or termination
is sought.  Notwithstanding  the above it is acknowledged  that in entering into
this Agreement,  the Distributor has specifically  relied on  representations of
BioTek that: (i) the Products are 100%  environmentally  safe; (ii) that neither
Food and Drug  Administration  nor  Environmental  Protection  Agency or similar
approvals are required to use, manufacture or distribute the Products; and (iii)
BioTek and/or Creel owns the Products.  In the event it is later discovered that
any one of these  representations are not true, the Distributor has the right to
unilaterally  terminate  the  Agreement  and recover  direct and indirect  costs
incurred in promoting and  distributing the Products and other damages it incurs
including consequential damages.

         23.  Additional  Documents.  The  parties  hereto  shall  execute  such
additional  instruments as may be reasonably  required by their counsel in order
to carry out the purpose

         24.  Governing  Law This  Agreement and any dispute,  disagreement,  or
issue of construction or  interpretation  arising  hereunder whether relating to
its execution,  its validity,  the  obligations  provided  herein or performance
shall be governed or interpreted  according to the internal laws of the State of
Florida without regard to choice of law considerations.

         25.  Arbitration.  Any controversy,  dispute or claim arising out of or
relating to this Agreement, or its interpretation,  application, implementation,
breach or  enforcement  which  the  parties  are  unable  to  resolve  by mutual
agreement,  shall be settled by submission  by either party of the  controversy,
claim or dispute to binding arbitration in West Palm Beach,  Florida (unless the
parties agree in writing to a different location), before a single arbitrator in
accordance  with  the  rules of the  American  Arbitration  Association  then in
effect.  In any such  arbitration  proceeding  the parties  agree to provide all
discovery deemed necessary by the arbitrator. The decision and award made by the
arbitrator shall be final,  binding and conclusive on all parties hereto for all
purposes,  and judgment may be entered thereon in any court having  jurisdiction
thereof.


<PAGE>




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

Witnesses:                       BioTek Environmental Services, Inc.



                                 By:
--------------------------
                                   Jack R. Creel, President


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




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



-------------------------
                                    Top Source Technologies, Inc.
                              By____________________________
                                    William C. Willis, Jr., President






<PAGE>



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

                          TOP SOURCE TECHNOLOGIES, INC.

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







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

                          TOP SOURCE TECHNOLOGIES, INC.

                                    PRODUCTS

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



<PAGE>



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

                          TOP SOURCE TECHNOLOGIES, INC

                                   COMMISSION


                                                                  [*]








 CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION.

<PAGE>



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

                          TOP SOURCE TECHNOLOGIES, INC

                  "FORM OF PROPRIETARY RIGHTS ESCROW AGREEMENT"




<PAGE>



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

                          TOP SOURCE TECHNOLOGIES, INC

                                   TRADEMARKS

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