Top Source Receives $500,000 From Onkyo America

19 July 1999

Top Source Receives $500,000 From Onkyo America for the Purchase of 4.9% of Automotive Subsidiary

    PALM BEACH GARDENS, Fla.--July 15, 1999--Top Source Technologies, Inc. (AMEX:TPS) announced today that NCT Audio Inc.'s exclusive right to purchase the assets of Top Source Automotive, Inc., a subsidiary of the Company ("TSA"), expired on July 15, 1999 as a result of NCT Audio's inability to obtain financing for the transaction.
    The Company also announced that Onkyo America has invested $500,000 in the Company in exchange for a 4.9% minority interest in TSA. In addition, the Company granted Onkyo America the exclusive right until September 17, 1999 to purchase the assets of TSA. The Company expects to sign a definitive agreement with Onkyo America by the end of July 1999 and close by the September 17th deadline. Specific terms of the proposed purchase were not disclosed.
    Will Willis, Chairman, President and CEO, stated, "It is unfortunate that after nearly 16 months of working with NCT Audio, they were unable to obtain the financing necessary to close the TSA transaction. However, during this period, we have worked diligently to maintain and improve TSA's operations to preserve its value as an acquisition target. I am pleased to report that we have entered into this agreement with Onkyo America. Onkyo America is an excellent company and currently, one of the largest domestic suppliers of OEM speakers to the automotive industry."
    "Although we have not disclosed the specific terms of the Onkyo America agreement, we calculate that inclusive of NCT Audio's non-refundable payments and extension fees, and other factors, the purchase consideration is substantially the same as the NCT Audio transaction approved by TPS shareholders."
    Shinobu Shimojima, President and CEO of Onkyo America, commented, "We have already received a preliminary funding proposal subject to customary due diligence and the signing of a definitive agreement. We are excited about the possible addition of TSA's products and customer relationships, which significantly enhance Onkyo America's future growth potential. We have every intention to move ahead swiftly to acquire 100% of TSA's assets."
    Top Source Technologies, Inc. develops, assembles, and markets sophisticated technologies including the patented MotorCheck(TM) On-Site Analyzer, "an oil analysis mini-lab in a box," and proprietary Overhead Sound Systems.

Forward-Looking Statements

    The statement discussed in this press release relating to the Company's expectation that it anticipates signing a definitive agreement with Onkyo America, Inc. by July 31st is a forward-looking statement within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. The results anticipated by this forward-looking statement may not occur. Important factors that could cause actual results to differ materially from this forward-looking statement include the successful completion of due diligence by Onkyo America, unexpected legal accounting and other deal point issues that could delay or prevent the signing of an agreement. Investors should also consider information contained in documents filed by the Company with the Securities and Exchange Commission.