The CIT Group/Business Credit, Inc.
                           1211 Avenue of the Americas
                             New York, New York 10036


                                September 5, 1997


Uniroyal Technology Corporation
2 North Tamiami Trail
Sarasota, Florida 33236

Re:      First Amendment to Financing Agreements

Gentlemen:

                  Reference is made to certain financing arrangements heretofore
entered into between UNIROYAL TECHNOLOGY CORPORATION (the "Company") and THE CIT
GROUP/BUSINESS  CREDIT, INC. ("CITBC") pursuant to certain financing agreements,
including, but not limited to, the Financing Agreement dated June 5,1996 entered
into  between  the Company  and CITBC,  as amended  from time to time (the "Loan
Agreement"), and related agreements,  documents,  instruments,  notes, mortgages
and  guaranties  creating or  evidencing  indebtedness  or  granting  collateral
security  therefor,  executed and delivered in connection  therewith (all of the
foregoing,  as the same may now exist or may  hereafter  be  amended,  modified,
supplemented,   renewed,  extended  or  replaced  are  hereinafter  collectively
referred to as the "Financing  Agreements").  All capitalized  terms used herein
which are not  otherwise  defined  herein,  shall  have the  respective  meaning
ascribed to such terms as set forth in the Loan  Agreement.  All  amendments are
effective  as of the date the  conditions  in Section 3 of this First  Amendment
have been satisfied (the "Effective Date").

                  The Company is about to enter into an Asset Purchase Agreement
dated  as  of  September  5,  1997  (the  "Purchase  Agreement")  with  Townsend
Industries,  Inc.  (the  "Seller"),  pursuant to which the Company is to acquire
certain assets of the Seller (the "Acquired Assets"), including all the Seller's
existing accounts receivable (the "Townsend Accounts") for a cash purchase price
of $4,500,000 (subject to adjustment) and 300,000 shares of the Company's common
stock (the "Purchase Price").

                  The Company has  requested  that CITBC (a) make a term loan to
the  Company in the amount of  $1,500,000  to  consummate  the  purchase  of the
Acquired  Assets;  and (b)  amend  certain  other  provisions  of the  Financing
Agreements.  CITBC is willing to do so  subject to the terms and  conditions  of
this Letter Re: First Amendment to Financing Agreements (the "First Amendment").

                  In consideration  of the foregoing,  the parties hereto hereby
agree as follows:
                  1. As of the Effective Date Section 1 of the Loan Agreement is
hereby modified and amended as follows:

                           a. The term  "Accounts"  shall  include the  Townsend
                  Accounts and all future accounts  created by the Company under
                  the  mark  "Townsend"   and/or  the  business  name  "Townsend
                  Plastics".

                           b.   The  term   "Chemical   Bank   Rate"   shall  be
                  redesignated as the "Chase Bank Rate".

                           c.  The  term  "Obligations"   (other  than  for  the
                  purposes  of  calculating   Availability)  shall  include  the
                  indebtedness  of the Company  arising  under the Term Note (as
                  hereinafter defined in this First Amendment).

                           d. The term "Permitted Acquisition" shall include the
                  transactions contemplated by the Purchase Agreement.

                           e.  The  term  "Permitted  Acquisition  Indebtedness"
                  shall include the Purchase Price.

                           f.  The  following   defined  terms  shall  be  added
                  immediately prior to the term "U.C.C.":

                          "Term Loan"  shall mean the term loan in the  original
                          principal  amount of $1,500,000 made by CITBC pursuant
                          to, and repayable in accordance with the provisions of
                          Section 3A of this Financing Agreement.

                          "Term  Note"  shall  mean the  promissory  note of the
                          Company  annexed  hereto as  Exhibit  A,  which  shall
                          evidence the Term Loan.

                  2. As of the  Effective  Date the  Loan  Agreement  is  hereby
amended to provide  for a new Section  3A,  which shall read in its  entirety as
follows:

         "SECTION 3A.      Term Loan

                  1. The Company  hereby  agrees to execute and deliver to CITBC
         the Term Note to evidence  the Term Loan to be extended by CITBC to the
         Company.

                  2. Upon  receipt  of the Term  Note,  CITBC  hereby  agrees to
         extend  to the  Company  the  Term  Loan  in the  principal  amount  of
         $1,500,000.

                  3. The  principal  amount of the Term Loan  shall be repaid to
         CITBC  by the  Company  in  twelve  (12)  equal  consecutive  quarterly
         principal  installments of $125,000 each, whereof the first installment
         shall be due and  payable  on  December  31,  1997  and the  subsequent
         installments  shall be due and payable on the last Business Day of each
         quarterly period thereafter until the Term Loan is paid in full.

                  4.  Interest on the Term loan shall be (a) payable  monthly as
         of the end of each  month  in an  amount  equal to one  quarter  of one
         percent  (1/4 of 1%) plus the Chase  Bank Rate per annum on the  unpaid
         balance of the Term Loan other than Libor  Loans and (b) payable at the
         end of the applicable  Libor Period (provided that for Libor Periods in
         excess  of 3 months,  interest  shall be  payable  at the end of each 3
         month  period  therein and at the end  thereof) , in an amount equal to
         two and three quarters  percent (2 3/4%) plus the  applicable  Libor on
         any Libor Loan, on a per annum basis, on the unpaid balance of the Term
         Loan.  In the event of any change in said  Chase  Bank  Rate,  the rate
         under  clause  (a)  above  shall  change,  as of the first of the month
         following  any change,  so as to remain one quarter of one percent (1/4
         of 1%)  above  the  Chase  Bank  Rate.  The  rate  hereunder  shall  be
         calculated  based on a 360-day year.  CITBC shall be entitled to charge
         the Company's  Revolving Loan Account at the rate provided  herein when
         due until all obligations have been paid in full. The Company may elect
         to use  Libor  with  respect  to the Term Loan in  accordance  with the
         provisions of Section 7.2 of this Financing Agreement except that Libor
         elections must be for $500,000 or whole multiples thereof.

                  5. In the event this Financing Agreement or the Line of Credit
         is terminated by either CITBC or the Company for any reason whatsoever,
         the Term Loan shall  become due and  payable on the  effective  date of
         such termination  notwithstanding  any provision to the contrary in the
         Term Note or this Financing Agreement

                  6. The Company may prepay at any time, at its option, in whole
         or in part, the Term Loan,  provided that on each such prepayment,  the
         Company  shall pay (i) accrued  interest on the principal so prepaid to
         the date of such prepayment;  and (ii) the Libor prepayment penalty, if
         applicable.

                  7. Each  prepayment  (voluntary or mandatory) of the Term Loan
         shall be applied to the then last maturing installments of principal of
         the Term Loan.

                  8. The Company hereby authorizes CITBC to charge its Revolving
         Loan  Account  with the amount of all sums due under this Section 3A as
         such amounts  become due. The Company  confirms  that any charges which
         CITBC may so make to its Revolving Loan Account as herein provided will
         be made as an  accommodation  to the  Company  and  solely  at  CITBC's
         discretion."


                  3. The obligation of CITBC to make the Term Loan is subject to
the  satisfaction  of  or  waiver  in  writing  of,   immediately  prior  to  or
concurrently with the making of such Term Loan, the following conditions:

                           a. CITBC shall have received tax, judgment and U.C.C.
                  searches satisfactory to it with respect to the Seller and the
                  Company.

                           b. CITBC shall have  received  such U.C.C.  financing
                  statements as it deems  necessary to obtain a first  perfected
                  security interest in all present and future Townsend Accounts.

                           c . Counsel for the Company  shall have  delivered to
                  CITBC his opinion in form satisfactory to CITBC.

                           d. A certificate of the President or Chief  Financial
                  Officer of the  Company to the effect  that (i) subject to the
                  payment of the Purchase Price the  acquisition of the Acquired
                  Assets has been  consummated;  and (ii) after giving effect to
                  the  transactions  contemplated the Purchase  Agreement,  this
                  First Amendment and the making of the Term Loan to the Company
                  (x) the  Company  is not in  Default  under  the  Senior  Note
                  Indenture or any of the Financing  Agreements  (as modified by
                  this First  Amendment);  (y) the Company is in compliance with
                  the Senior Notes Limitation;  and (z) there exists no Event of
                  Default.

                           e. The Company  shall have  executed and delivered to
                  CITBC the Term Note.

                           f. The Company  shall have  executed and delivered to
                  CITBC a Trade Name letter agreement.

                           g. CITBC shall have received all such other documents
                  as CITBC and its counsel shall require.

                  4. In  order  to  induce  Lender  to  enter  into  this  First
Amendment, the Borrower represents and warrants that:

                           a. After  giving  effect to the  transactions  herein
                  contemplated, there shall exist no Default or Event of Default
                  and no  conditions,  events or acts which,  with notice or the
                  lapse of time, or both,  would constitute such a Default or an
                  Event of Default; and

                           b. The  representations  and warranties  contained in
                  the  Loan  Agreement,   or  in  any  of  the  other  Financing
                  Agreements,  or  herein  are true and  correct  as of the date
                  hereof  (except to the extent  that such are  modified  by the
                  transactions  herein  contemplated)  with the same  effect  as
                  though such representations and warranties had been made as of
                  this date.

                  5. Except as specifically  set forth herein,  no other changes
or  modifications  to the Loan Agreement or the other  Financing  Agreements are
intended or implied,  and in all other respects the Loan Agreement and the other
Financing   Agreements  are  hereby  specifically   ratified  and  confirmed  in
accordance with their respective terms as of the date hereof.

                       THIS SPACE DELIBERATELY LEFT BLANK





<PAGE>


                  6.  This  First   Amendment   may  be   executed  in  multiple
counterparts  each of which when taken  together  shall  represent  one original
First Amendment.

                  7. The Loan  Agreement  as  modified  by this First  Amendment
shall be governed by the  internal  laws of the State of New York and shall only
be modified or amended by a written instrument signed by CITBC.

                  8. All  references in any of the  Financing  Agreements to the
Loan Agreement shall be deemed to be the Loan Agreement as amended by this First
Amendment.

                  Please  indicate  your  agreement  to this First  Amendment by
signing and returning a copy of this letter.


Very truly yours,
THE CIT GROUP/BUSINESS CREDIT, INC.


By:   /S/ Kevin M. Patton
Name: Kevin M. Patton
Title:   AVP


AGREED:
UNIROYAL TECHNOLOGY CORPORATION


By:    /S/ George J. Zulanas, Jr.
Name:  George J. Zulanas, Jr.
Title:    Vice President and
            Chief Financial Officer