EXHIBIT 10.19

                 AMENDMENT TO SECOND CERTIFICATE OF DESIGNATION
                        OF RIGHTS AND PREFERENCES OF THE
                     SERIES A CONVERTIBLE PREFERRED STOCK OF
                         TOP SOURCE TECHNOLOGIES , INC.



     I, William C. Willis, Jr., President,  of Top Source  Technologies,  Inc. a
corporation  organized  and  existing  under the laws of the  state of  Delaware
(hereinafter the "Corporation"), DO HEREBY CERTIFY:

FIRST:

That  pursuant  to  authority  expressly  granted  and  vested  in the  Board of
Directors  of  said  Corporation  under  Section  242  of the  Delaware  General
Corporation  Law  and  the  provisions  of  the  Corporation's   Certificate  of
Incorporation,  said  Board of  Directors,  on  November  5, 1998,  adopted  the
following  resolution  setting forth the designations,  powers,  preferences and
rights of its Convertible Preferred Stock as set out in this Amendment to Second
Certificate of Designation.

RESOLVED: That the designations,  powers, preferences and rights of the Series A
     5% Convertible Preferred Stock be, and they hereby are, as set forth below:

1.       Number of Shares of Series A Convertible Preferred Stock.

The  Corporation  hereby  authorizes  the issuance of up to 2,500 (two thousand,
five hundred) shares of Series A Convertible  Preferred Stock par value $.10 per
share (the "Preferred Stock").  Each share of Preferred Stock shall have a value
equal to $1,000.00 (one thousand dollars) (the "Stated Value"). Commencing April
1, 1999,  this  Preferred  Stock  shall pay an annual  dividend  of 5%,  payable
quarterly on each subsequent  June 30th,  (pro-rated for the first payment based
upon the number of days from  issuance to June 30th)  September  30th,  December
31st and March 31st,  and shall be payable in cash or shares of Common  Stock at
the Corporation's option, the Corporation shall pay the dividend within ten (10)
business days of the quarterly  dates.  The  Corporation may pay the dividend in
shares  upon  conversion,  and the  number of shares  paid  shall be  calculated
pursuant to Section 5(a) of this Certificate of Designation.

Any outstanding  Preferred Stock shall be converted  automatically  on the terms
pursuant to Section 5(a) of this Certificate of Designation,  two (2) years from
the date of issue.

2.       Voting.

(a) Except as provided by law, by the  provisions  of  Subparagraph  2(b) below,
holders of Preferred Stock (the  "Holders")  shall not have the right to vote on
any matter affecting the Corporation.

(b) The Corporation  shall not amend,  alter or repeal the preferences,  special
rights or other  powers of the  Preferred  Stock so as to affect  adversely  the
Preferred Stock,  without the written consent or affirmative vote of the Holders
of at least a two thirds  majority of the then  outstanding  shares of Preferred
Stock to be affected by amendment,  alteration or repeal, given in writing or by
vote at a meeting,  consenting  or voting (as the case may be,)  separately as a
class. For this purpose,  without limiting the generality of the foregoing,  the
authorization  or issuance of any series of preferred  stock with  preference or
priority over or on a parity with the Preferred Stock as to the right to receive
either  dividends or amounts  distributable  upon  liquidation,  dissolution  or
winding  up of the  Corporation  shall not be deemed  to  affect  adversely  the
designated class of Preferred Stock.

3.       Liquidation.

In the event of a voluntary or involuntary dissolution,  liquidation, or winding
up of the  Corporation,  the  Holders of  Preferred  Stock  shall be entitled to
receive out of the assets of the Corporation  legally available for distribution
to holders of its capital  stock,  before any payment or  distribution  shall be
made to holders of Common  Stock or any other class of stock  ranking  junior to
the  Preferred  Stock,  the Stated  Value per share plus any  accrued and unpaid
dividends.  If  upon  such  liquidation,   dissolution  or  winding  up  of  the
Corporation,  whether  voluntary or  involuntary,  the assets to be  distributed
among the Holders of Preferred  Stock shall be insufficient to permit payment to
the Holders of Preferred Stock of the amount  distributable  as aforesaid,  then
the entire assets of the  Corporation to be so distributed  shall be distributed
ratably  among  the  Holders  of  Preferred  Stock.  Upon any such  liquidation,
dissolution  or winding up of the  Corporation,  after the Holders of  Preferred
Stock shall have been paid in full the amounts to which they shall be  entitled,
the remaining net assets of the Corporation may be distributed to the Holders of
stock ranking on liquidation  junior to the Preferred  Stock.  Written notice of
such liquidation,  dissolution or winding up, stating a payment date, the amount
of the liquidation  payments and the place where said liquidation payments shall
be payable,  shall be given by mail, postage prepaid or by telex or facsimile to
non-U.S.  residents,  not less than 10 days  prior to the  payment  date  stated
therein,  to the  Holders  of  record  of  Preferred  Stock,  such  notice to be
addressed  to each such  Holder at its  address  as shown by the  records of the
Corporation.  For purposes  hereof the Common Stock,  shall rank on  liquidation
junior to the Preferred Stock.

4.       Restrictions.

The  Corporation  will not modify the terms of the  Preferred  Stock at any time
when shares of  Preferred  Stock are  outstanding,  without the  approval of the
Holders  of at least a two thirds  majority  of the then  outstanding  shares of
Preferred  Stock given in writing or by vote at a meeting,  consenting or voting
(as the case may be)  separately  as a series,  except where the vote or written
consent  of the  Holders  of a greater  number of shares of the  Corporation  is
required  by  law or by  the  Corporation's  Certificate  of  Incorporation,  as
amended,  provided,  however,  that pursuant to the power granted to them in the
Corporation's Certificate of Incorporation, the Corporation's Board of Directors
may, without approval of any of the Holders of the Preferred Stock,  resolve to:
(i) increase the number of shares of the  Preferred  Stock  issuable  under this
Certificate of  Designation,  or (ii) decrease the number of shares of Preferred
Stock issuable under this  Certificate of Designation to the number of shares of
Preferred Stock then outstanding.

5.       Optional Conversion.

The Holders of shares of  Preferred  Stock shall have the  following  conversion
rights:

(a) Right to Convert:  Conversion Price, Subject to the terms,  conditions,  and
restrictions  of this  Section 5, the Holder of any share or shares of Preferred
Stock shall have the right to convert each such share of Preferred  Stock into a
number of shares of Common  Stock  equal to the  Stated  Value of the  Preferred
Stock plus all accrued but unpaid dividends of such share or shares of Preferred
Stock  divided by the  "Conversion  Price" which shall be equal to the lesser of
(a) 80% of the  average  closing  bid price of the Common  Stock  (the  "Average
Closing Price") during the period of five (5) trading days immediately preceding
the Conversion Date or (b) $ 1.10 per share of Common Stock.

(b) Conversion  Date,  The Holder of any share or shares of Preferred  Stock may
convert such shares after March 31, 1999.

(c) Conversion  Notice. The right of conversion shall be exercised by the Holder
thereof by telecopying  or faxing an executed and completed  written notice (the
"Conversion  Notice")  attached as Exhibit 1 to this Certificate of Designation,
to the  Corporation  that the  Holder  elects to convert a  specified  number of
shares of Preferred  Stock  representing  a specified  Stated Value thereof into
Common Stock and by delivering the original  Conversion Notice and a certificate
or  certificates  of Preferred  Stock being  converted to the Corporation at its
principal  office  (or such  other  office or agency of the  Corporation  as the
Corporation  may  designate by notice in writing to the Holders of the Preferred
Stock),  together with a statement of the name or names (with  address) in which
the certificate or certificates for shares of Common Stock shall be issued.  The
business  date  indicated on a  Conversion  Notice  which is  telecopied  to and
received by the  Corporation in accordance  with the provisions  hereof shall be
deemed a Conversion Date. The Conversion Notice shall include therein the Stated
Value of shares of Preferred Stock to be converted, and a calculation (a) of the
Average  Closing  Bid Price,  (b) the  Conversion  Price,  and (c) the number of
shares of Common  Stock to be issued in  connection  with such  conversion.  The
Corporation  shall have the right to review  the  calculations  included  in the
Conversion  Notice,  and shall  provide  notice of any  discrepancy  or  dispute
therewith within one (1) business day of the receipt  thereof.  The Holder shall
deliver to the  Corporation  an original  Notice of Conversion  and the original
Preferred  to be converted  within three (3) business  days from the date of the
Notice of Conversion.  Whenever this  Certificate  of Designation  refers to the
delivery of Preferred  Stock or conversion of Preferred  Stock or the redemption
of  Preferred  Stock  such  delivery,  conversion  or  redemption  shall  not be
completed until the Holder delivers an executed stock power containing  either a
medallion or a broker  guarantee.  The failure to mention the stock power herein
shall not create an implication to the contrary.

(d) Issuance of Certificates - Time  Conversion  Effected.  Promptly,  but in no
event more than three (3)  business  days  after the  receipt of the  Conversion
Notice  referred to in  Subparagraph  (5)(c) and surrender of the certificate or
certificates  for the share or shares of Preferred  Stock to be  converted,  the
Corporation shall issue and deliver, or cause to be issued and delivered, to the
Holder,  unlegended and unrestricted shares of Common Stock,  registered in such
name or names as such Holder may direct,  a certificate or certificates  for the
number of whole shares of Common Stock into which such shares of Preferred Stock
are converted.  Such conversion  shall be deemed to have been effected as of the
close of business on the date on which such  Conversion  Notice  shall have been
received  by the  Corporation,  and the  rights of the  Holder of such  share or
shares of Preferred  Stock shall cease,  at such time, and the person or persons
in whose  name or names any  certificate  or  certificates  for shares of Common
Stock shall be issuable upon such conversion  shall be deemed to have become the
Holder or Holders  of record of the  shares  represented  thereby.  Issuance  of
shares of Common  Stock  issuable  upon  conversion  which are  requested  to be
registered in a name other than that of the  registered  Holder shall be subject
to compliance with all applicable federal and state securities laws.

(e) Penalty for Late Delivery.  The Corporation  shall pay to the Holders a Late
Delivery Penalty, which is defined as liquidated damages of $10.00 per $1,000.00
Stated Value of Preferred  Stock for every day  subsequent  to five (5) business
days after (the later of ) (i) the receipt of an original  Conversion Notice and
(ii) the receipt of the original  certificate or certificates  representing  the
share or shares of Preferred  Stock,  that the Corporation  fails to deliver the
Common  Stock to the  Holder.  The  Corporation  shall not be liable  for a Late
Delivery Penalty if the original Conversion Notice is incomplete or inaccurately
filled out or a strike, power failure, weather conditions, terrorist act, an act
of war, or an act of God delays delivery, provided the Corporation has made good
faith  efforts  to  effect  timely  delivery.  Further,  in the  event of a Late
Delivery  Penalty,  the number of shares of Common Stock issued upon  conversion
pursuant  to  Section  5(a)  shall be  adjusted  and  calculated  at an  amended
conversion  price to reflect  any five (5) trading day period as selected by the
Holder commencing on the date that the Private Securities Subscription Agreement
was duly  executed  by all  parties  and ending on the date of  delivery  of the
shares of Common Stock to the Holder (Amended Conversion Price).

(f) Fractional  Shares.  No fractional shares shall be issued upon conversion of
any Preferred  Stock into Common Stock.  All fractional  shares shall be rounded
down to the nearest whole share. In case the number of shares of Preferred Stock
represented  by  the  certificate  or  certificates   surrendered   pursuant  to
Subparagraph 5(a) exceeds the number of shares converted, the Corporation shall,
upon such conversion,  execute and deliver to the Holder,  at the expense of the
Corporation,  a new  certificate  or  certificates  for the  number of shares of
Preferred Stock represented by the certificate or certificates surrendered which
are not to be converted.

(g)  Reorganization  or  Reclassification.  If  any  capital  reorganization  or
reclassification  of the capital stock of the  Corporation  shall be effected in
such a way that  Holders of Common  Stock shall be  entitled  to receive  stock,
securities or assets with respect to or in exchange for Common Stock, then, as a
condition  of such  reorganization  or  reclassification,  lawful  and  adequate
provisions  shall be made  whereby each Holder of a share or shares of Preferred
Stock shall  thereupon  have the right to  receive,  upon the basis and upon the
terms and conditions  specified herein and in lieu of the shares of Common Stock
immediately  theretofore  receivable upon the conversion of such share or shares
of Preferred Stock, such shares of stock,  securities or assets as may be issued
or payable with respect to or in exchange for a number of outstanding  shares of
such Common Stock equal to the number of shares of such Common Stock immediately
theretofore   receivable  upon  such  conversion  had  such   reorganization  or
reclassification  not taken place, and in any such case  appropriate  provisions
shall be made with respect to the rights and interests of such Holder to the end
that  the  provisions  hereof  (including  without  limitation   provisions  for
adjustments of the conversion rights) shall thereafter be applicable,  as nearly
as may be, in relation to any shares of stock,  securities or assets  thereafter
deliverable upon the exercise of such conversion rights.

(h) Adjustments  for Splits,  Combinations,  etc., The Conversion  Price and the
number of shares  of Common  Stock  into  which  the  Preferred  Stock  shall be
convertible shall be adjusted for stock splits,  combinations,  or other similar
events.  Additionally,  an adjustment will be made in the case of an exchange of
Common Stock,  consolidation  or merger of the Corporation  with or into another
corporation or sale of all or substantially all of the assets of the Corporation
in order to enable the  Holder of  Preferred  Stock to acquire  the kind and the
number of shares of stock or other  securities  or property  receivable  in such
event by a Holder of the  Preferred  Stock of the  number of shares  that  might
otherwise  have been issued  upon the  conversion  of the  Preferred  Stock.  No
adjustment to the Conversion  Price will be made for dividends (other than stock
dividends),  if any, paid on the Common Stock or for securities  issued for fair
value.

(i)  Mandatory  Conversion.  All  outstanding  shares of  Preferred  Stock  will
automatically  convert to Common  Stock  pursuant  to the  formula  set forth in
Section 5 two (2) years from the date of issuance.

6.       Assignment.

Subject to all applicable  restrictions on transfer,  the rights and obligations
of the  Corporation  and the Holder of the Preferred Stock shall be binding upon
and benefit the successors,  assigns, heirs, administrators,  and transferees of
the parties.

7. Shares to be Reserved.

The Corporation, upon the effective date of this Certificate of Designation, has
a sufficient  number of shares of Common Stock available to reserve for issuance
upon the conversion of all outstanding  shares of Preferred  Stock,  pursuant to
the terms and  conditions  set forth in Section 5. The  Corporation  will at all
times reserve and keep available out of its authorized Common Stock,  solely for
the  purpose  of  issuance  upon the  conversion  of  Preferred  Stock as herein
provided,  such number of shares of Common Stock as shall then be issuable  upon
the conversion of all  outstanding  shares of Preferred  Stock.  The Corporation
covenants that all shares of Common Stock which shall be so issued shall be duly
and validly issued, fully paid and non assessable. The Corporation will take all
such action as may be  required,  if the total  number of shares of Common Stock
issued and issuable  after such action upon  conversion of the  Preferred  Stock
would exceed the total number of shares of Common Stock then  authorized  by the
Corporation's Certificate of Incorporation, as amended, in order to increase the
number of  authorized  shares of Common Stock to a number  sufficient  to permit
conversion of the Preferred Stock.

8(a).    Redemption.

The Corporation may redeem the Preferred Stock at any time, in whole or in part,
prior to the submission of a Conversion Notice at one hundred and twenty percent
(120%) of the Stated  Value of the  Preferred  Stock plus all accrued and unpaid
dividends.  To redeem Preferred  Stock, the Corporation  shall deliver notice to
the Holders,  provided,  however,  that the Corporation may not redeem Preferred
Stock after a Notice of Conversion has been delivered by the Holder.

8(b).    Mechanics and Effect of Redemption.

As promptly as practicable after receiving notice of the Corporation's  election
to redeem the Preferred Stock (but in no case later than three (3) business days
thereafter),  the Holder, at its expense, shall surrender the Preferred Stock to
the  Corporation,  duly endorsed  with  medallion  guarantees,  at the principal
offices of the Corporation.  The Corporation  shall make the redemption  payment
within  five (5)  business  days after the  Corporation  delivers  to the Holder
notice of redemption  (Redemption  Payment  Date).  Dividends  shall continue to
accrue  on the  Preferred  Stock  until  the  Redemption  Payment  Date.  If the
Preferred  Stock is to be redeemed in part, then upon surrender of the Preferred
Stock,  the  Corporation  shall  deliver  to the  Holder  a new  certificate  of
Preferred  Stock in the  aggregate  principal  amount  equal  to the  unredeemed
portion thereof. If the Corporation falls to make payment, by cheque drawn on an
United States  commercial bank, in cash to the Holder, in full by the Redemption
Payment Date, the Corporation shall forfeit its rights of redemption pursuant to
Section 8 in relation to the redemption made and all future redemptions.

9.       No Reissuance of Series A Convertible Preferred Stock

Shares of  Preferred  Stock which are  converted  into shares of Common Stock as
provided herein shall not be reissued.

10.      Closing of Books.

The Corporation will at no time close its transfer books against the transfer of
any Preferred Stock or of any shares of Common Stock issued or issuable upon the
conversion of any shares of Preferred Stock in any manner which  interferes with
the timely  conversion  of such  Preferred  Stock,  except as may  otherwise  be
required to comply with applicable securities laws.

11.      Definition of Common Stock.

As used in this  Certificate of Designation,  the term "Common Stock" shall mean
and include the  Corporation's  authorized  Common Stock,  as constituted on the
date of filing of these terms of the Preferred Stock, and shall also include any
capital stock of any class of the Corporation  thereafter authorized which shall
neither be limited to a fixed sum or  percentage  of par value in respect of the
rights of the Holders  thereof to  participate  in  dividends  nor entitled to a
preference  in the  distribution  of assets upon the  voluntary  or  involuntary
liquidation,  dissolution  or winding up of the  corporation;  provided that the
shares of Common Stock  receivable  upon conversion of shares of Preferred Stock
shall include only shares  designated as Common Stock of the  Corporation on the
date  of  filing  of  this  instrument,   or  in  case  of  any  reorganization,
reclassification,  or stock split of the outstanding shares thereof,  the stock,
securities or assets provided for hereof.

The  said   determination   of  the   designation,   preferences  and  relative,
participating, optional or other rights, and the qualifications,  limitations or
restrictions thereof, relating to the Preferred Stock was duly made by the Board
of Directors  pursuant to the  provisions of the  Corporation's  Certificate  of
Incorporation  and in accordance  with the  provisions  of the Delaware  General
Corporation Law.

12.      Delivery

Except as provided in Section  5(c),  all  notices and  deliveries  contemplated
hereunder shall be by Federal Express or other overnight  delivery  service with
delivery  required by the morning of the next  business day.  Delivery  shall be
complete  when the Stock  Certificates  are  issued by the  Corporation's  stock
transfer  agent and  delivered to Federal  Express or other  overnight  delivery
service.


IN WITNESS HEREOF, this Certificate of Designation has been signed by:

William C. Willis, Jr., President, on this 30th day of November, 1998.





------------------------------------------
William C. Willis, Jr., President
TOP SOURCE TECHNOLOGIES, INC.