EXHIBIT 10(F)
                                                                   -------------

                                SPIRE CORPORATION
                    NON-QUALIFIED DEFERRED COMPENSATION PLAN
                                FOR ROGER LITTLE

         This SPIRE CORPORATION NON-QUALIFIED DEFERRED COMPENSATION PLAN FOR
ROGER LITTLE (the "Plan") made and entered into this 1st day of January, 2002,
by Spire Corporation, a corporation duly organized and existing under the laws
of the State of Massachusetts (the "Company").


                                    RECITALS:

         WHEREAS, the Board of Directors of the Company (the "Board") recognizes
that Roger Little has contributed to the growth and success of the Company, and
desires to assure the Company of his continued employment and to compensate him
therefor; and

         WHEREAS, the Board has determined that this Plan will reinforce and
encourage Mr. Little's continued attention and dedication to the Company.

         NOW, THEREFORE, in consideration of the premises and mutual covenants
set forth herein, the Company hereby establishes the Plan pursuant to the
following terms and provisions.

1.       DEFINITIONS.

         1.1. Accounting Date means the last day of each calendar month and such
other date or dates as the Committee may designate from time to time as an
Accounting Date.

         1.2. Accounting Period means each period beginning on the day following
an Accounting Date and ending on the following Accounting Date.

         1.3. Beneficiary means the person or persons designated by the
Participant, upon such forms as shall be provided by the Committee, to receive
payments of the vested portion of the Participant's Accounts after the
Participant's death. If the Participant shall fail to designate a Beneficiary,
or if for any reason such designation shall be ineffective, or if such
Beneficiary shall predecease the Participant or die simultaneously with him,
then the Beneficiary shall be, in the following order of preference:

              (a)  the Participant's surviving spouse, or

              (b)  the Participant's estate.

         1.4. Change of Control shall mean approval by the shareholders of the
Company of (a) a reorganization, merger, consolidation or other form of
corporate transaction or series of transactions, in each case, with respect to
which persons who were the shareholders of the Company immediately prior to such
reorganization, merger or consolidation or other transaction do not, immediately
thereafter, own more than 50% of the combined voting power entitled to vote
generally in the election of directors of the reorganized, merged or
consolidated company's then outstanding voting securities, (b) a liquidation or
dissolution of the Company or (c) the sale of all or substantially all of the
assets of the Company (unless such reorganization, merger, consolidation or
other corporate transaction, liquidation, dissolution or sale is subsequently
abandoned).

         1.5. Code shall mean the Internal Revenue Code of 1986, as amended, and
successor tax laws.

         1.6. Committee shall mean the persons designated by the Company as the
Administrative Committee for the Plan, as it may from time to time be
constituted, pursuant to Section 6.1.

                                        1
<PAGE>
         1.7. Company shall mean Spire Corporation, a Massachusetts corporation,
its successors and assigns.

         1.8. Deferral Agreement shall mean the agreement entered into by the
Participant in accordance with Section 2.1 hereof pursuant to which the
Participant shall elect the amount of his Tax-Deferred Contributions (if any)
for the Plan Year.

         1.9. Disability shall mean a disability as that term is defined in the
Long Term Disability Plan of the Company, if any, or if there is no Long Term
Disability Plan, disability shall mean a physical or mental condition that
renders, or is expected to render, the Participant permanently and totally
unable to perform his usual duties or any comparable duties for the Company. The
determination of the existence of a Disability shall be made by the Committee
and shall be final and binding upon the Participant and all other parties. The
Committee may require the submission of such medical evidence as it may deem
necessary in order to arrive at its determination.

         1.10. Effective Date of Plan shall mean January 1, 2002.

         1.11. Eligible Compensation shall mean the base salary and bonuses paid
by the Company to the Participant for the Plan Year.

         1.12. Employer Contributions shall mean any contributions credited to
the Participant's Account in accordance with Section 2.2 of the Plan.

         1.13. Employer Contribution Account means the account maintained under
the Plan for the Participant that is credited with Employer Contributions.

         1.14. Investment Funds means those investment options that shall from
time to time be made available as investment options under the Plan, as
determined by the Committee.

         1.15. Leave of Absence shall mean any absence authorized by the Company
under its standard personnel practices.

         1.16. Normal Retirement Age shall mean the date on which the
Participant reaches the age of sixty-five.

         1.17. Participant shall mean Roger Little.

         1.18. Participant's Account means the total amount credited to the
account maintained in the Plan in accordance with the provisions of the Plan for
the Participant as of any Accounting Date, and which consists of his
Tax-Deferred Contributions Account and his Employer Contributions Account.

         1.19. Plan shall mean the Spire Corporation Non-Qualified Deferred
Compensation Plan for Roger Little, as herein set forth and as it may be amended
from time to time.

         1.20. Plan Year shall mean each calendar year that begins on or after
January 1, 2002.

         1.21. Tax-Deferred Contributions means the contributions credited to
the Participant's Account under Section 2.1 of the Plan.

         1.22. Tax-Deferred Contributions Account means the account maintained
by the Company under the Plan for the Participant that is credited with the
Participant's Tax-Deferred Contributions.

         1.23. Trust means Spire Corporation Non-Qualified Deferred Compensation
Plan Trust for Roger Little between the Company and the Trustee.

         1.24. Trustee shall mean the persons or entity that shall from time to
time be serving as the Trustee of the Trust.

                                        2
<PAGE>
2.       CONTRIBUTIONS.

         2.1. Tax-Deferred Contributions. The Participant, so long as he remains
a Participant, may elect (pursuant to a Deferral Agreement furnished by the
Committee prior to the beginning of the Plan Year and in accordance with
Committee rules) to reduce and defer receipt pursuant to this Plan of an amount
not to exceed one hundred percent (100%) (in whole percentages) of his base
salary and any bonuses earned during the Plan Year. Deferral Agreements are
effective on a Plan Year basis, and must be filed before the beginning of the
Plan Year to which they relate. Deferral Agreements may not be amended or
revoked after the beginning of the Plan Year. The Company shall withhold, by
payroll deduction, the Eligible Compensation deferred pursuant to this Section
2.1 (if any) from the current Eligible Compensation payments of the Participant
and credit such withheld amounts to the Participant's Tax-Deferred Contributions
Account under the Plan. Special rules for first year of the Plan: The
Participant may file a Participant Deferral Agreement within thirty (30) days of
the Effective Date of the Plan. The Deferral Agreement shall apply to the
Eligible Compensation received after the effective date of the Deferral
Agreement, and may not be amended or revoked during the Plan Year for which it
is made.

         2.2. Employer Contributions. For each Plan Year, the Company shall
credit to the Participant's Employer Contribution Account an amount not
exceeding Two Hundred Fifty Thousand Dollars and No Cents ($250,000), which may,
in the Company's discretion, be credited in equal monthly installments
throughout the Plan Year as of the first day of each calendar month. The Company
hereby agrees that the amount to be credited for the Plan Year beginning on
January 1, 2002 shall be $250,000, which shall be credited in equal monthly
installments of $20,833.33 as of the first day of each calendar month. In each
Plan Year commencing on or after January 1, 2003, the Company shall credit the
full $250,000 to the Participant's Employer Contribution Account, unless the
Board determines, reasonably and in good faith, that there is insufficient
Available Cash (as hereinafter defined) to make such contribution in full, in
which case the Company shall contribute to the Participant's Employer
Contribution Account the full amount of Available Cash. If in any Plan Year the
Company fails to make the full contribution due to a lack of Available Cash, the
Company shall make catch-up contributions in each subsequent Plan Year in an
amount equal to all Available Cash remaining after deducting the $250,000
contribution for the then current Plan Year, until such time as the amount
credited by the Company to the Participant's Employer Contribution Account
equals $250,000 times the number of Plan Years that have elapsed. The term
"Available Cash" with respect to any Plan Year shall mean the excess of the
gross receipts of the Company from whatever source for the Plan Year immediately
preceding the current Plan Year over the sum of the following amounts: (a) the
amount of cash disbursed during the Plan Year immediately preceding the current
Plan Year to make payments then due on accrued liabilities and obligations of
the Company and to pay capital expenditures and ordinary and necessary costs and
expenses incident to the operation of the Company's business; and (b) the amount
which the Board allocates to reasonable reserves to pay costs, expenses and
liabilities of the type described in clause (a) for which the Board does not,
reasonably and in good faith, expect the Company to have the necessary cash at
the time such payments are required to be made.

         In addition, for each Plan Year, the Company may credit to the
Participant's Employer Contribution Account such additional contributions, if
any, as the Company shall determine based upon such criteria (including but not
limited to those listed above) as the Company, in its discretion, shall from
time to time determine.

3.       VESTING.

         3.1. Participant's Account. The Participant's interest in his
Participant's Account shall be fully vested and nonforfeitable at all times.

4.       INVESTMENT OF PARTICIPANT'S ACCOUNT AND TRUST.

         4.1. Investment. Amounts credited to a Participant's Account shall be
contributed by the Company to the Trust as soon as practicable after they are so
credited. The value of a Participant's Account shall be measured as if amounts
credited to such Account were actually invested in the Investment Funds selected
by the Participant in accordance with the Plan, and shall be credited with gains
and losses allocable thereto at such times and in such manner as shall be
determined by the Committee reasonably and in good faith. The Participant shall
elect on the Participant Election and Enrollment Form the portion of the
Participant's Account, in whole percentages, that are to be treated as if

                                        3
<PAGE>
invested in each of the Investment Funds. A Participant may, as of the first day
of each calendar quarter and in such manner as shall be permitted by the
Committee, change such election as to the investments upon which the value of
his Participant's Account is to be measured. The Company may direct the Trustees
that the assets of each Trust be invested in any one, or combination, of the
Investment Funds, or in any other investments determined by the Company,
notwithstanding the Participant's election as to the manner in which the value
of his Account is to be measured. In the event that the Investment Funds are
those that are part of a life insurance policy, then the value of the
Participant's Account shall be measured as if it were invested in the Investment
Funds selected by the Participant within a life insurance policy which could be
acquired by the Company or Trust in accordance with the Plan, and shall be
reduced by all cost of insurance and other policy costs, expenses and other
charges (including any potential charges) that are or would be incurred if such
Policy were maintained. In no event, however, shall the Company be required to
purchase or continue to maintain any such life insurance policies, or to invest
any amounts within the life insurance policy in accordance with the
Participant's election with regard to the manner in which the value of his
Account is to be measured.

5.       DISTRIBUTIONS.

         5.1. Timing of Distributions.

              (a) Participant's Account. The vested portion of the Participant's
Account, less any applicable tax withholding, shall be distributed to the
Participant commencing upon the Participant's termination of employment with the
Company for any reason, including the Participant's death, Disability,
resignation or termination for cause. The distribution shall commence as soon as
administratively practicable after the first day of the calendar month
immediately following the date of the termination of Participant's employment
with the Company but in no event later than thirty (30) days after such
termination.

              (b)  Acceleration of Distributions. Distribution shall be
accelerated upon the following occurrences:

                   (i) Hardship Distributions. Upon the written request of the
Participant and in the event the Committee determines that an "unforeseeable
emergency" has occurred with respect to the Participant, the Participant may
withdraw the lesser of (1) the amount necessary to meet the emergency or (2) the
vested portion of the Participant's Account. For this purpose, an "unforeseeable
emergency" shall mean an unanticipated emergency, such as a sudden and
unexpected illness or accident of the Participant or a dependent of the
Participant or loss of the Participant's property due to casualty, that is
caused by an event beyond the control of the Participant and that would result
in severe financial hardship if the withdrawal were not permitted. The need to
pay the Participant's child's or grandchild's tuition to college and the desire
to purchase a home shall not be considered unforeseeable emergencies;

                   (ii) Change of Control. In the event of a Change of Control
as defined in Section 1.4 hereof, the full amount of the Participant's Account
shall be distributed to the Participant as soon as administratively practicable
following the Change of Control, unless the Board of Directors of the Company as
constituted immediately prior to the Change of Control shall otherwise provide;
or

                   (iii) Callable Rights. The Participant may request all or a
portion of his Tax-Deferred Contributions Account, and his vested Employer
Contributions Account, for reasons other than an "unforeseeable emergency,
subject to the following restrictions: (1) only eighty percent (80%) of the
amount requested by the Participant, less applicable tax withholding, shall be
distributed to the Participant and the remaining twenty percent (20%) of the
amount requested shall be forfeited, and (2) no further Tax-Deferred
Contributions or Employer Contributions shall be made under the Plan on behalf
of the Participant.

         5.2. Form of Distribution. The distribution to the Participant shall be
made in cash either (a) in a lump sum distribution or (b) in up to twenty (20)
consecutive quarterly installments, as elected by the Participant. Each
quarterly installment shall be equal to the remaining value of the Participant's
Account being distributed multiplied by a fraction, the numerator of which is 1
and the denominator of which is the number of quarterly installments remaining
to be paid. The Participant may elect, on a form provided by the Committee, the
form in which his Participant's Account is to be distributed under this Section
5.2; provided, however, that no such election, or change in any election, shall
be given effect unless it is made at least one year prior to the date on which
distribution of the Participant's Account commences. In the event that the
Participant fails to make an election, then distribution shall be made in the
form of a lump sum.
                                        3
<PAGE>
         5.3. Distribution to Beneficiary. If a Participant dies before
distribution of the entire vested portion of the Participant's Accounts has been
made to him, the remaining vested portion of his Participant's Account, less
applicable withholding taxes, shall be distributed to the Participant's
Beneficiaries in a lump sum distribution in cash.

6.       ADMINISTRATION.

         6.1. Administrative Committee. The Company shall appoint a Committee
for the administration of the Plan consisting of one or more persons. Any
Committee member may, but need not, be an officer or employee of the Company and
each shall serve until his successor shall be appointed in like manner. Any
member of the Committee may resign by delivering his written resignation to the
Company. The Company may remove any member of the Committee at any time.

         6.2. Powers and Duties. The Committee generally shall be responsible
for the management, operation, interpretation and administration of the Plan.
The Committee shall:

              (a)  Establish procedures for allocation of responsibilities of
the Plan which are not allocated herein;

              (b)  Construe all terms, provisions, conditions and limitations of
the Plan and make all factual determinations relating to the Plan;

              (c)  Correct any defect, supply any omission, or reconcile any
inconsistency that may appear in the Plan and make all factual determinations
relating to the Plan;

              (d)  Determine the amount, manner, and time of payment of any
benefits hereunder and prescribe procedures to be followed by the Participants
and/or his Beneficiary to obtain benefits; and

              (e)  Perform such other functions and take such other actions as
may be required by the Plan or as may be necessary or advisable to accomplish
the purposes of the Plan.

         The Company shall furnish the Committee with all data and information
available which the Committee may reasonably require in order to perform its
functions hereunder. The Committee may rely without question upon any such data
or information furnished by the Company. Any interpretation or other decision
made by the Committee shall be final, binding and conclusive upon all persons in
the absence of clear and convincing evidence that the Committee acted
arbitrarily and capriciously.

         6.3. Agents. The Committee may appoint a Secretary who may, but need
not, be a member of the Committee, and may employ such agents for clerical and
other services, and such counsel, accountants and other professional advisors as
may be required for the purpose of administering the Plan. The Committee may
rely on all tables, valuations, reports, certificates and opinions furnished by
its agents.

         6.4. Procedures. A majority of the Committee members shall constitute a
quorum for the transaction of business. No action shall be taken except upon a
majority vote of the Committee. An individual shall not vote or decide upon any
matter relating solely to himself or vote in any case in which his individual
right or claim to any benefit under the Plan is particularly involved. In any
case in which a Committee member is so disqualified to act, and the remaining
members cannot agree on an issue, the Company shall appoint a temporary
substitute member to exercise all of the powers of the disqualified member
concerning the matter in which he is disqualified.

         6.5. Claims Procedure. In the event that the Participant or his
Beneficiary claims to be entitled to benefits under the Plan and the Board
determines that such claim should be denied in whole or in part, the Board
shall, in writing, notify such claimant within ninety (90) days of receipt of
such claim that his claim has been denied, setting forth the specific reasons
for such denial. Such notification shall be written in a manner reasonably
expected to be understood by the Participant or Beneficiary and shall set forth
the pertinent sections of the Plan relied on, and where appropriate, an
explanation of how the claimant can obtain review of such denial.

                                        5
<PAGE>
         Within sixty (60) days after the mailing or delivery by the Committee
of such notice, such claimant may request, by mailing or delivery of written
notice to the Committee, a review and/or hearing by the Committee of the
decision denying the claim. If the claimant fails to request such a review
and/or hearing within such sixty (60) day period, it shall be conclusively
determined for all purposes of this Plan that the denial of such claim by the
Committee is correct. If such claimant requests a hearing within such sixty (60)
day period, the Committee shall designate a time (which time shall not be less
than seven (7) nor more than sixty (60) days from the date of such claimant's
notice to the Committee) and a place for such hearing, and shall promptly notify
such claimant of such time and place. A claimant or his authorized
representative shall be entitled to inspect all pertinent Plan documents and to
submit issues and comments in writing. If only a review is requested, the
claimant shall have sixty (60) days after filing a request for review to submit
additional written material in support of the claim. After such review and/or
hearing, the Committee shall promptly determine whether such denial of the claim
was correct and shall notify such claimant in writing of its determination with
sixty (60) days after such review and/or hearing or after receipt of any
additional information submitted.

         6.6. Indemnification. The Company shall indemnify each Committee member
against any liability or loss sustained by reason of any act or failure to act
made in good faith, including, but not limited to, those in reliance on
certificates, reports, tables, opinions or other communications from any company
or agents chosen by the Committee in good faith. Such indemnification shall
include attorneys' fees and other costs and expenses reasonably incurred in
defense of any action brought by reason of any such act or failure to act.

         6.7. Participant Bound. Any action with respect to the Plan taken by
the Committee, the Company or the Trustee or any action authorized by or taken
at the direction of the Committee, the Company or the Trustee shall be
conclusive upon the Participant and/or his Beneficiaries entitled to benefits
under the Plan.

         6.8. Receipts and Release. Any payment to the Participant and/or his
Beneficiary in accordance with the provisions of the Plan shall, to the extent
thereof, be in full satisfaction of all claims against the Company, the
Committee and the Trustee under the Plan, and the Committee may require such
Participant or Beneficiary, as a condition precedent to such payment, to execute
a receipt and release to such effect. If the Participant and/or his Beneficiary
is determined by the Committee to be incompetent by reason of physical or mental
disability (including minority) to give a valid receipt and release, the
Committee may cause the payment or payments becoming due to such person to be
made to another person for his or her benefit without responsibility on the part
of the Committee, the Company or the Trustee to follow the application of such
funds.

7.       MISCELLANEOUS.

         7.1. Unfunded Plan. The obligations of the Company under this Plan
shall be paid from the general assets of the Company and not from any particular
fund. It is intended that this Plan shall constitute an "unfunded" plan for a
select group of management or highly compensated employees under the Employee
Retirement Income Security Act of 1974, as amended. If the Company purchases any
life insurance policies, or makes any other investments, either directly or
through the Trust, such policies (and any amounts invested by the Participating
Company therein) and any other investments of the Company or the Trust shall be
subject to the claims of the Company's creditors. Nothing contained in this Plan
shall be interpreted to grant to the Participant or his Beneficiary, any right,
title or interest in any property of the Company or the Trust.

         7.2. Successor Plan. In the event that the Participant ceases to
participate in this Plan, but commences participation under any other
non-qualified deferred compensation plan maintained by the Company (the
"Successor Plan"), then the Participant's Account under this Plan shall, in the
discretion of the Company and so long as the Participant consents, cease to be
governed by this Plan and instead shall be governed by the provisions of the
Successor Plan.

         7.3. Impact on Other Participant Benefits. This Plan shall not be
construed to impact or cause the denial of any benefits to which the Participant
may be entitled under any other welfare or benefit plan of the Company.

                                        6
<PAGE>
         7.4. Other Plans. Payments made to the Participant under this Plan
shall not be includable as salary or compensation for purposes of determining
the amount of employee benefits under any other retirement, pension,
profit-sharing or welfare benefit plans of the Company.

         7.5. Tax Withholding. The Committee and/or the Trustee shall withhold
from any contribution to, amounts accumulated under, or distribution from, the
Plan or Trust such amounts as the Committee or the Trustee shall be determined
to be appropriate for Federal, State or local taxes attributable thereto.

         7.6. Governing Law. To the extent not preempted by the laws of the
United States, the construction, validity and administration of the Plan shall
be governed by the laws of the Commonwealth of Massachusetts without reference
to the principles of conflicts of law therein.

         7.7. No Assignment. The right to receive payment of any benefits under
the Plan shall not be transferred, assigned or pledged other than to the
Participant's Beneficiary following the Participant's death.

         7.8. Severability. If any provision of this Plan is found, held or
deemed to be void, unlawful or unenforceable under any applicable statute or
other controlling law, the remainder of the Plan shall continue in full force
and effect.

         7.9. Headings and Subheadings. Headings and subheadings in this Plan
are for reference only. In the event of a conflict between a heading or
subheading and the content of an article or paragraph, the content shall
control.

         7.10. Gender. The masculine, as used herein, shall be deemed to include
the feminine and the singular to include plural, except where the context
requires a different construction.

         7.11. Amendment and Termination. This Plan may be amended or terminated
in any respect at any time by the Company with the consent of the Participant;
provided, however, that no amendment or termination of the Plan shall be
effective to reduce any benefits that accrue before the adoption of such
amendment or termination. In the event that the Plan is terminated, then
distributions shall be made to the Participant and/or his Beneficiary of the
vested portion of the Participant's Account in a single lump sum payment as soon
as practicable following such termination.

         7.12. No Employment Contract. This Plan does not constitute a contract
of employment or impose on the Participant or the Company any obligations to
retain the Participant as an employee, to change the status of the Participant's
employment, or to change the Company's policies regarding termination of
employment.

         IN WITNESS WHEREOF, the Company has caused the Plan to be executed the
day and year first above written.


AGREED:

By:
    -----------------------------------
Name:  Roger G. Little


SPIRE CORPORATION

By:
    -----------------------------------
Name:  Richard S. Gregorio
Title:  Vice President & CFO

                                        7