Speedco Enters Into Long-Term OSA-II Lease With Top Source

24 August 1999

Shell Affiliate, Speedco, Enters Into Long-Term OSA-II Lease With Top Source

    PALM BEACH GARDENS, Fla.--Aug. 23, 1999--Top Source Technologies, Inc. (AMEX: TPS) today announced that Speedco, Inc. ("Speedco"), an affiliate of Shell Oil's Equilon Enterprises, signed a long-term agreement with the Company covering the leasing of the Company's proprietary TruckCheck(TM) On-Site Used-Oil Analyzers ("OSA-II"). Speedco, currently has 19 OSA-II units in use, one at each of their truck service centers located throughout the U.S. Based on the success of these OSA-II units during the past year, Speedco and the Company have converted Speedco's short-term lease into a new multiple-year agreement covering existing and expected new Speedco locations. The new agreement includes a fixed minimum base monthly lease charge per location and a contingent per-use fee based upon Speedco locations exceeding pre-determined minimum monthly OSA-II usage levels. This lease is expected to generate a minimum of $2,500,000 in OSA revenue over the next four years. Additionally, the agreement also provides Speedco with an incentive to assist the Company in expanding OSA-II distribution into other Equilon Enterprises (Shell and Texaco) operating business units.
    Will Willis, Top Source Chairman and CEO, stated, "We believe that OSA-II technology gives Speedco a distinct competitive advantage. As previously announced, Speedco intends to have 25 - 30 Speedco locations operating by year-end. Their long-term commitment, Shell's recently announced endorsement, the recent successful MotorCheck(TM) OSA-II trial aired in certain CBS markets, as well as OSA-IIs purchased and leased by new customers during the past year, all help to validate the viability of our technology and get us closer to our goal of maximizing shareholder value by increasing OSA-II revenues."
    Mr. Willis further stated, "We continue to aggressively move forward with Onkyo America, Inc. to potentially sell substantially all of the assets of TSA by September 17, 1999. We intend to use a portion of the cash proceeds to accelerate OSA-II distribution."
    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 statements discussed in this press release relating to the Company's expectation that, (1) Speedco expects to place up to an additional 11 OSA-II units in new Speedco locations by year-end 1999, and that Speedco will assist in the expansion of OSA-II distribution into other Equilon Enterprise (Shell and Texaco) operating business units; (2) this lease will generate a minimum of $2,500,000 in OSA revenues, (3) OSA revenues will increase, (4) the Onkyo transaction will close, and (5) that OSA distribution will increase by using potential Onkyo proceeds, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The results anticipated by these forward-looking statements may not occur. Important factors that could cause actual results to differ materially from these forward-looking statements are: (1) unexpected assembly or technical difficulties with the OSA-II, (2) Speedco's decision not to open new locations by year-end 1999, (3) Speedco's decision not to assist in the distribution of the OSA-II, (4) Speedco's decision not to use OSA-II instruments in the new locations they open, (5) the successful completion of due diligence by Onkyo, (6) the ability of Onkyo to obtain financing, and unexpected legal, accounting and other issues that could delay the signing of a definitive agreement, and (7) the Company's ability to market the OSA-II to a substantial number of new customers. Investors should also consider information contained in documents filed by the Company with the Securities and Exchange Commission.