EXHIBIT 10.17

                                            November 11, 1998

Top Source Automotive, Inc.
7108 Fairway Drive, Suite 200
Palm Beach Gardens, Florida 33418

Top Source Instruments, Inc.
7108 Fairway Drive, Suite 200
Palm Beach Gardens, Florida 33418

Re:  Loan  and  Security  Agreement  entered  into  on  July  1,  1997,  between
     NationsCredit Commercial Corporation,  through its NationsCredit Commercial
     Funding  Division  ("Lender") and Top Source  Automotive,  Inc. ("TS Auto")
     ("TS Auto Loan  Agreement");  Loan and Security  Agreement  entered into on
     July  1,  1997,  between  Lender  and Top  Source  Instruments,  Inc.  ("TS
     Instruments")  ("TS  Instruments Loan  Agreement");  Each of TS Auto and TS
     Instrument  may be referred to herein as a "Borrower"  or  collectively  as
     "Borrowers,"  and each of the TS Auto Loan  Agreement and the TS Instrument
     Agreement may be referred to herein as a "Loan  Agreement" or  collectively
     as  "Loan  Agreements."  Unless  otherwise  defined  in  this  letter,  all
     capitalized terms shall have the same meaning set forth in the TS Auto Loan
     Agreement and the TS Instruments Loan Agreement.

Gentlemen:

         You have recently notified us of the following:

         A.   The Borrowers and Top Source  Technologies,  Inc.'s ("Parent") net
              losses for the fiscal year ending  September  30, 1998 exceeded $2
              million,   exclusive  of  extraordinary  gains  and  extraordinary
              losses,  which is a violation  of Section 5.19 of each of the Loan
              Agreements;

         B.   Pursuant to your counsel's  correspondence  of November 3, 1998 (a
              copy of which is attached),  you are proposing to sell  $3,500,000
              of  convertible  preferred  stock which will be used to pre-pay in
              part $3,020,000 of convertible  notes, and would be a violation of
              Sections 5.18 (viii) and (xiii) of each of the Loan Agreements;

         C.   Pursuant to the same  letter,  some of the proceeds of the sale of
              preferred  stock  will  be used to  partially  redeem  convertible
              preferred  stock issued by the Parent and/or the Borrowers in May,
              1998,  which would also be a violation  of Section 5.18 of each of
              the Loan Agreements; and

         D.   On or about  August 14, 1998 TS Auto,  along with Parent and other
              affiliates  of TS Auto and TS  Instruments,  entered into an Asset
              Purchase  Agreement  with  NCT  Audio  Products,  Inc.  ("Buyer"),
              pursuant to which Borrowers (i) proposed to sell substantially all
              of their assets to the Buyer  ("Asset  Purchase  Agreement"),  the
              consummation of which would also be an Event of Default under each
              of the Loan  Agreements  and (ii) have sold 20% of the  issued and
              outstanding  common stock of TS Auto, which is an Event of Default
              under the TS Auto Loan Agreement.

         In connection  with each of the foregoing  actions,  you have requested
our waiver of any Events of  Default  and/or,  where  appropriate,  our  consent
thereto.  In consideration of the matters set forth below and for other good and
valuable consideration, Lender and Borrowers agree as follows:

         1.   If Borrowers'  shareholders  approve the Asset Purchase  Agreement
              and such  approval  is obtained on or before  December  31,  1998,
              then:

              a)  Lender  shall be deemed to have waived any Event of Default as
                  a result of  Borrowers'  violation  of Section 5.19 of each of
                  the  Loan   Agreements  for  Borrowers'   fiscal  year  ending
                  September 30, 1998;

              b) Section  8(e)(i) of  Schedule A to each of the Loan  Agreements
shall be deemed to be amended as follows:

(i)  Maximum Cumulative Pre-tax Net Loss: $1,000,000, exclusive of extraordinary
     gains and extraordinary  losses,  for TST and each of its subsidiaries on a
     consolidated basis beginning October 1, 1998.

              c) Section 1(d)(i)  Schedule A of the TS Auto Loan Agreement shall
be deemed to be amended as follows:

                   Overall sublimit on advances        $250,000
                   against eligible inventory






              d)  Borrower  shall  collaterally  assign  to  Lender  a  $250,000
                  certificate of deposit  issued by a bank  acceptable to Lender
                  and secured pursuant to documentation acceptable to Lender.

              In the event  Borrowers'  shareholders  fail to approve  the Asset
              Purchase  Agreement on or before  December  31, 1998,  then Lender
              will not be deemed to have waived Section 5.19 of each of the Loan
              Agreements  as set forth above in Section 1(a) or any default that
              may result from the  issuance  of stock  under the Asset  Purchase
              Agreement.

         2.   Lender  hereby  waives any Event of Default  under  Sections  5.18
              (viii) and (xiii) of each of the Loan  Agreements  resulting  from
              Borrowers'  consummation  of the sale of $3,500,000 of convertible
              preferred  stock and using  such  proceeds  to pay  $3,020,000  of
              convertible  notes as set forth in  paragraph  B above.  Borrowers
              agree that they may (i) not pay any cash  dividends due under such
              preferred  stock if  there is any  other  Event of  Default  under
              either the TS Automotive Loan Agreement or the TS Instruments Loan
              Agreement  and (ii)  redeem  any of their  capital  stock from the
              proceeds  of  this  transaction  and  not  from  any  proceeds  of
              financing provided by Lender;

         3.   Lender  does not  object  to the  closing  of the  Asset  Purchase
              Agreement  so long as there is no Event of  Default at the time of
              closing of the Asset Purchase Agreement.

         4.   All proceeds from the closing of the Asset Purchase Agreement will
              be first used to satisfy all of Borrowers'  Obligations  to Lender
              including all accrued and/or unpaid interest,  charges, fees, loan
              fees,  Early  Termination  Fees,  Minimum  Borrowing Fees, and all
              other sums chargeable to Borrowers under the Loan Agreements.

         5.   Borrowers  hereby  agree to pay Lender a fee of  $25,000.  Neither
              Lender's  acceptance of this fee nor Lender's  waivers or consents
              herein  shall be  deemed to be a  consent  of any other  action or
              waiver of any other  Default,  whether  prior or subsequent to the
              date of this  letter,  and whether or not similar to the  defaults
              and actions set forth  herein.  Borrowers  agree Lender may charge
              such fee to any of Borrowers' loan accounts maintained by Lender.









         Except  as set  forth  herein,  each  of  the  Loan  Agreements  remain
unchanged and in full force and effect.

 Very truly yours,


NationsCredit Commercial Corporation,
through its NationsCredit Commercial Funding Division

By: _____________________________
       Tom D. Chapman
       Senior Vice President

Top Source Automotive, Inc.


By: _____________________________
Its:  _____________________________


Top Source Instruments, Inc.


By: _____________________________
Its:  ______