EXHIBIT 10.28

                         UNIROYAL TECHNOLOGY CORPORATION
                      1992 NON-QUALIFIED STOCK OPTION PLAN

                                   AS AMENDED,
                                       TO
                                FEBRUARY 23, 1999

         1.       Purpose of the Plan.

                  This Uniroyal Technology  Corporation 1992 Non-Qualified Stock
Option Plan (the "Plan") is intended as an  incentive  to retain as  independent
directors  on the  Board of  Directors  (the  "Board")  of  Uniroyal  Technology
Corporation  (the  "Company")  persons of training,  experience and ability,  to
encourage  the sense of  proprietorship  of such  persons and to  stimulate  the
active interests of such persons in the development and financial success of the
Company.  It is further  intended that options issued pursuant to this Plan (the
"Options")  shall not be incentive  stock options  within the meaning of Section
422 of the Internal Revenue Code of 1986, as amended (the "Code").

         2.       Shares and Options.

                  Subject to adjustments provided in Paragraph 8 hereof, a total
number of up to the number of shares (the  "Shares") of Common  Stock,  $.01 par
value  ("Stock"),  of the  Company  calculated  by  multiplying  the  number  of
Directors  (as  hereinafter  defined)  participating  in the Plan by the  number
calculated  pursuant to the formula set forth in Paragraph  3(b) hereof shall be
subject  to the  Plan;  during  the  term  of the  Plan  such  number  shall  be
recalculated at the beginning of each fiscal year of the Company and at the time
of any changes in the number of Directors  participating  in the Plan to include
the number of shares added to the Plan in such fiscal year.  The Shares  subject
to the Plan shall consist of authorized and unissued shares or previously issued
shares reacquired and held by the Company, or any corporation or entity of which
the Company  directly or indirectly  controls 50% or more of the total  combined
voting  power  of all  classes  of its  stock  having  voting  power  (any  such
corporation or entity being hereinafter referred to as a "Subsidiary"), and such
number of Shares  pursuant  to the  preceding  sentence  shall be and  hereby is
reserved for sale for such  purpose.  Any of such Shares that may remain  unsold
and that are not subject to outstanding  Options at the  termination of the Plan
shall cease to be reserved for the purpose of the Plan, but until termination of
the Plan the Company shall at all times reserve a sufficient number of Shares to
meet the requirements of the Plan. Should any Option expire or be canceled prior
to its exercise in full, the Shares  theretofore  subject to such Option may not
again be subjected to an Option under the Plan.


         3.       Formula for Automatic Grant of Options.

                  (a) Options  shall be granted to those  persons who, as of the
dates set forth in Section 3(b) below,  are (i)  directors of the Company,  (ii)
are not  officers  of the  Company or a  Subsidiary,  and (iii) elect to receive
Options in lieu of retainer as provided  below (any person  satisfying all three
requirements  referred  to herein as a  "Director").  Each  Director  to whom an
Option is  granted  under  this  Plan,  or any  successor  to the rights of such
Director under this Plan by reason of the death of the Director, hereafter shall
be referred to as an  "Optionee."  Each Option  shall be  evidenced by an option
agreement,  in a form  specified by the Board,  containing  terms and conditions
that  are  not   inconsistent   with  this  Plan  or  applicable  laws  ("Option
Agreement").  The Options  granted to Directors under this Plan shall be in lieu
of the  regular  Director's  annual  retainer  with  respect  to any  Director's
position with the Company. The date of grant of an Option shall be stated in the
Option  Agreement  evidencing  such Option (such date of grant being referred to
herein as the "Grant  Date").  Neither the Plan nor any Option granted under the
Plan shall confer upon any person any right to continue to serve as a Director.

                  (b) Within 30 days after the later to occur of adoption of the
Plan  or an  individual's  initially  satisfying  conditions  (i)  and  (ii)  of
paragraph  (a)  of  this  Section  3  above,  such  individual  shall  have  the
opportunity  to  make  an  irrevocable  election  in  writing,  signed  by  such
individual and filed with the Company,  to receive Options in lieu of all or any
portion of the Board and committee  retainers  that will become  payable to such
individual  in respect of his or her service  after such election is received by
the Company; provided, however, that any individual who satisfies conditions (i)
and (ii) of paragraph (a) of this Section 3 above may,  after  expiration of the
aforementioned  30-day  period  in which he or she did not elect to defer his or
her retainer,  irrevocably elect, in a signed writing filed with the Company, to
receive  Options  in lieu  of all or any  portion  of the  Board  and  committee
retainers that would  otherwise  become payable to such individual in respect of
his or her service  beginning in the calendar  year  immediately  following  the
calendar year in which such  election is received by the Company.  Such election
shall  continue in effect and apply to Board and committee  retainers  otherwise
payable  to  such  Director  in  respect  of his or her  service  in any  period
following the calendar year of such election until such election is revoked,  in
writing,  signed by the  applicable  Director and filed with the  Company,  such
revocation to become  effective  with respect to Board and  committee  retainers
payable  to such  Director  in respect of his or her  service  beginning  in the
calendar year  immediately  following the calendar year in which such revocation
is received by the Company.  If so elected,  the number of Shares subject to the
Option shall be determined in accordance with the following formula:

           dollar amount of cash retainer to be deferred
           --------------------------------------------- = number of shares
           50% of the Fair Market Value per Share

For purposes of the foregoing formula,  the Fair Market Value per Share shall be
determined as of the Grant Date (as hereinafter defined) of an Option.

No Director may receive Options to purchase more than 10,000 Shares on any Grant
Date. To the extent the Director  would  receive  Options in lieu of retainer in
excess of the number of Options  which may be granted  pursuant to this  Section
3(b),  the Director  shall receive such related  retainer fees in cash under the
normal payment schedule.

                  (c) Notwithstanding  any provision herein to the contrary,  no
Director  shall be granted any Option in any annual period which,  if considered
together  with all other  outstanding  and  unexercised  options  granted by the
Company  hereunder  or  pursuant  to any other  Company  plan during such annual
period  ("Outstanding  Options"),  would  entitle such Director to purchase more
than the  lesser  of (i) the  number  of  shares  purchasable  with the  maximum
retainer earned or to be earned by such Director in the calendar year in which a
Grant Date occurs and (ii) 30,000  shares of Stock  ("Option  Maximum").  If any
grant of Options  pursuant to Section 3(b) above would exceed the Option Maximum
for a  Director,  the  number of Shares in  respect  of which  Options  shall be
granted  hereunder shall be reduced (or eliminated) so that the number of Shares
covered by  Outstanding  Options  granted to such Director  shall not exceed the
Option  Maximum.  To the extent so reduced,  the Director will receive  retainer
fees in cash  under the  normal  payment  schedule.  In the event  that any such
Director  subsequently  exercises  any  of his or  her  Outstanding  Options  to
purchase shares of Stock, Options covering the Shares purchased thereby shall no
longer be  considered  to be  Outstanding  Options  for  purposes  of the Option
Maximum.

         4.       Option Price.

                  (a) Each Option  shall have an exercise  price for the related
Shares that is equal to fifty  percent  (50%) of the Fair  Market  Value of such
Shares (determined as set forth in Section 4(b) below) on the date the Option is
granted.

                  (b) The fair  market  value of a Share  on a  particular  date
("Fair Market Value") shall be (i) the highest closing price of the Stock on any
established national exchange or exchanges or the Nasdaq National Market (or its
successor  quotation  system),  whichever is applicable,  on such date or, if no
sale of Stock is made on such date, the next preceding date on which there was a
sale of such Stock,  or (ii) if the Stock is not listed on an established  stock
exchange or the Nasdaq  National  Market,  the closing price of the Stock in the
New  York  over-the-counter  market  as  reported  by  National  Association  of
Securities  Dealers,  Inc. for such date or, if no sale of Stock is reported for
such date, the next preceding date on which there was a reported sale of Stock.

         5.       Option Period.

                  The Options granted under this Plan shall be for a term of ten
(10) years from the date of granting of each Option (the "Option Period").

         6.       Exercise of Options: Certain Conditions to Grant.

                  (a) An Option may be exercised in whole or in part at any time
beginning nine (9) months after the Grant Date.

                  (b)  Subject to  applicable  exercise  restrictions  set forth
herein, Options may be exercised,  in whole or in part, by giving written notice
of exercise to the Company specifying the number of Shares to be purchased.  The
notice shall be accompanied by payment in full of the purchase price  (including
applicable  withholding taxes, if any) in cash, by certified or cashier's check,
by money  order or by  personal  check (if  approved  by the Board) of an amount
equal to the  aggregate  purchase  price of the  Shares to which  such  exercise
relates.  No person will have the rights of a shareholder with respect to Shares
subject to an Option granted under this Plan until a certificate or certificates
for the Shares have been delivered to him or her.

                  (c)  Notwithstanding  the foregoing  payment  provisions,  the
Board may refuse to recognize  the method of exercise set forth in Section 6(b),
if, in the opinion of counsel to the Company, (i) the Optionee is, or within the
six (6) months  preceding such exercise was,  subject to reporting under Section
16(a) of the Exchange Act of 1934,  as amended (the  "Exchange  Act"),  and (ii)
there is a substantial  likelihood  that the method of exercise  selected by the
Optionee  would  subject the Optionee to  substantial  risk of  liability  under
Section 16 of the Exchange Act.

                  (d) Notwithstanding  any provision herein to the contrary,  in
the event a Director  is removed as a director of the Company as a result of his
or her permanent  and total  disability  (as defined in Section  22(e)(3) of the
Code),  he or she may,  but only within the period of time one (1) year from the
date of such removal (but not later than the  expiration of the Option  Period),
exercise  his or her Option to the extent he or she was  entitled to exercise it
at the date of such  removal.  To the extent the  Optionee  was not  entitled to
exercise  the  Option  at the  date of such  removal,  or if he or she  does not
exercise such Option (which he or she was entitled to exercise)  within the time
specified herein, the Option shall terminate.

                  (e) In the event of the death of an Optionee during his or her
term of service as a Director of the  Company,  to the extent the  Optionee  was
entitled to exercise the Option at the time of his or her death,  the Option may
be exercised within a one-year period following the date of death (but not later
than the expiration of the term of the Option) by the Optionee's  estate or by a
person who acquired the right to exercise the Option by bequest or  inheritance.
To the extent the  Optionee  was not entitled to exercise the Option at the date
of his or her death, the Option shall terminate.

                  (f) Termination of Services:  If a Director ceases  continuous
service as a  Director  for any reason  other  than  death or  disability  (such
disability being determined by the Board in its sole discretion  provided,  that
no Director shall participate in any such  determination  relating to himself or
herself), all Options held by the Director shall lapse on the earlier of the end
of the Option Period or ninety (90) days  following  the  effective  date of the
termination of the Director's services to the Company. Any Option shall lapse at
the earlier of the end of the Option Period or the end of the period established
by the  Optionee's  termination  of services to the  Company.  The Option may be
exercised  only for the number of Shares for which it could have been  exercised
on such termination date, subject to any adjustment under Section 8.

         7.       Non-Transferability of Options.

                  Except as  hereinafter  provided,  no Option  and no rights or
interest  therein shall be assignable or transferable by an Optionee and may not
be sold, pledged,  encumbered or otherwise alienated or hypothecated,  otherwise
than by will or the laws of descent and distribution, and during the lifetime of
an Optionee,  Options are  exercisable  only by the Optionee or his or her legal
representative.  The Board may, in its discretion, authorize all or a portion of
any Option  granted to an Optionee to be on terms which permit  transfer by such
Option to (i) the Optionee's spouse, former spouse,  children,  grandchildren or
any other member of the Optionee's  immediate family  (collectively,  "Immediate
Family  Members");  (ii) a trust or  trusts  for the  exclusive  benefit  of any
Immediate Family Members; (iii) one or more family partnerships,  family limited
partnerships, family limited liability companies or similar entities of which or
in which any Immediate Family Members and/or the Optionee are the only partners,
members,  shareholders  or other owners;  or (iv) such other persons or entities
permitted by the Board in its discretion; provided that (x) the Option Agreement
pursuant  to  which  such  Option  is  granted   must   expressly   provide  for
transferability  in a manner consistent with this Section 7; (y) any transfer of
an Option shall be in  accordance  with any other terms,  conditions,  rules and
limitations  prescribed by the Board; and (z) subsequent transfers of previously
transferred  Options shall be prohibited,  otherwise than by will or the laws of
descent and  distribution.  Following  the valid  transfer  of any  Option,  the
transferred Option shall continue to be subject to the same terms and conditions
as were  applicable  immediately  prior  to such  transfer,  provided  that  the
applicable  transferee  of such Option  shall be treated  under the Plan and the
applicable Option Agreement as the Optionee,  except that the terms of paragraph
(d),  (e) and (f) of  Section  6  hereof,  dealing  with  exercise  of an Option
following  termination of a Director's service with the Company (and any similar
terms and conditions of the applicable Option  Agreement),  shall continue to be
applied  with  respect to the  original  Optionee,  so that  following  any such
termination,  any transferee of the original Optionee's Option may only exercise
such Option for the period  specified in such  paragraph  (and any similar terms
and conditions of the applicable Option Agreement).

         8.       Adjustments.

                  (a)  The  existence  of  the  Plan  and  the  Options  granted
hereunder  shall  not  affect or  restrict  in any way the right or power of the
Board or the  stockholders  of the Company to make or authorize any  adjustment,
recapitalization,  reorganization  or  other  change  in the  Company's  capital
structure or its business, any merger or consolidation of the Company, any issue
of bonds, debentures, preferred or prior preference stocks ahead of or affecting
the Stock or the rights thereof,  the dissolution or liquidation of the Company,
or any sale or  transfer  of all or any part of its assets or  business,  or any
other corporate act or proceeding.

                  (b) In the event of any change in capitalization affecting the
Stock, such as a stock dividend, stock split,  extraordinary dividend payable in
cash or  other  property,  recapitalization,  merger,  consolidation,  split-up,
combination,  exchange  of shares,  other form of  reorganization,  or any other
change affecting the Stock, the Board, in its discretion, may make proportionate
adjustments it deems  appropriate to reflect such change with respect to (i) the
maximum  number of shares of Stock which may be sold or awarded to any Optionee,
(ii) the number of shares of Stock covered by each outstanding Option, and (iii)
the price per share in respect of the outstanding  Options.  Notwithstanding the
foregoing,  the Board may increase the  aggregate  number of shares of Stock for
which  Options may be granted  under the Plan  solely to reflect the change,  if
any, of the capitalization of the Company.

         9.       Securities Laws Restrictions.

                  The  Company  shall  have no  obligation  to  register  Shares
covered  by  the  Plan  under  the  Securities  Act of  1933,  as  amended  (the
"Securities  Act").  Whether or not the Options  and Shares  covered by the Plan
have been registered under the Securities Act, each person  exercising an Option
under  the Plan may be  required  by the  Company  to give a  representation  in
writing  that he or she is  acquiring  Shares  for his or her  own  account  for
investment  and  not  with a view  to,  or for  sale  in  connection  with,  the
distribution  of  any  part  thereof.  As a  condition  of any  transfer  of the
certificate  evidencing Shares, the Company may require such other agreements or
undertakings,  if any,  that it may deem  necessary  or  appropriate  to  ensure
compliance   with  any  provisions  of  the  Plan  or  any  law  or  regulation.
Certificates  for  Shares  delivered  under  the  Plan  may be  subject  to such
stock-transfer orders and other restrictions as counsel for the Company may deem
advisable under the rules, regulations, and other requirements of the Securities
and Exchange Commission, any stock exchange or other market upon which the Stock
is then listed,  and any applicable federal or state securities law. The Company
may cause a legend or legends to be placed on any such  certificates to refer to
such restrictions.

          10.      Amendment, Modification, Suspension or Discontinuance of this
                   Plan.

                  (a)  Except as set forth in  Sections  10(b),  10(c) and 10(d)
below,  without shareholder  approval,  the Board may at any time amend, modify,
suspend,  discontinue or terminate the Plan, including,  without limitation, for
the purpose of meeting or addressing  any changes in legal  requirements  or for
any other purpose permitted by law.

                  (b) Except as set forth in Section 10(c) below, to comply with
the  restrictions  set forth in Rule 16b-3  promulgated  by the  Securities  and
Exchange Commission under the Exchange Act, or any successor rule ("Rule 16b-3")
and to comply with the Code and accompanying regulations, but subject to changes
in law or other legal  requirements  (including  any change in the provisions of
Rule  16b-3  and  the  Code  and  accompanying  regulations  that  would  permit
otherwise), the Board must obtain approval of the stockholders of the Company to
make any  amendment  that would (i) increase the  aggregate  number of shares of
Stock that may be issued under the Plan pursuant to Sections 2 and 3 of the Plan
(except  for  adjustments  pursuant  to  Section  8 of the  Plan),  (ii)  modify
materially the requirements as to eligibility for  participation in the Plan, or
(iii) increase materially the benefits accruing to the Optionees under the Plan,
including, but not limited to, an increase in the number of Shares subject to an
Option,  a reduction  in the Option  exercise  price  described  in Section 4(a)
hereof,  an  extension  of the period  during  which  Options  may be granted or
exercised  under the Plan or a change in the vesting  period or timing of Option
grants.

                  (c)  Notwithstanding   Sections  10(a)  and  10(b),  under  no
circumstances may the Board amend,  alter,  discontinue or terminate the Plan so
as to impair the vested rights of Optionees under any Option theretofore granted
under the Plan without their written consent.

         11.      Government Regulations.

                  The Plan, and the granting and exercise of Options thereunder,
and the obligation of the Company to sell and deliver Shares under such Options,
shall be subject to all  applicable  laws,  rules and  regulations,  and to such
approvals by any governmental agencies or national securities exchanges or other
markets as may be required.

         12.      Costs of Plan; Plan Unfunded.

                  The costs and  expenses  of  administering  the Plan  shall be
borne by the Company.  The Plan shall be  unfunded.  Neither the Company nor the
Board shall be required to establish any special or separate fund or to make any
other  segregation  of assets to assure the issuance of Shares upon  exercise of
any Option under the Plan and issuance of Shares upon  exercise of Options shall
be subordinate to the claims of the Company's general  creditors.  Proceeds from
the sale of Shares  pursuant to Options  shall  constitute  general funds of the
Company.  None of the Company,  any subsidiary of the Company or the Board shall
be deemed to be a trustee of any amounts to be paid under the Plan.

         13.      Governing Law.

                  The Plan and all actions taken thereunder shall be governed by
and construed in accordance with the laws of the State of Florida.

         14.      Effective Date.

                  The Plan shall be effective if and when approved by a majority
of the Company's  stockholders at the 1994 annual meeting of stockholders or any
adjournment thereof.

         15.      Interpretation.

                  (a) If any  provision  of the  Plan  is held  invalid  for any
reason,  such holding  shall not affect the  remaining  provisions  hereof,  but
instead the Plan shall be construed and enforced as if such  provision had never
been included in the Plan.

                  (b) Headings  contained in this Agreement are for  convenience
only and shall in no manner be construed as part of this Plan.

                  (c) Any reference to the masculine, feminine, or neuter gender
shall be a reference to such other gender as is appropriate.


         16.      Duration of Plan.

                  Options  may be granted  under  this Plan only  during the ten
(10) years  immediately  following the effective  date of this Plan,  unless the
Plan is terminated earlier pursuant to Section 10 hereof.

         17.      Taxes; Compliance with Law; Approval of Regulatory Bodies.

                  (a)  The  Company,  if  necessary  or  desirable,  may  pay or
withhold the amount of any tax attributable to any Shares deliverable or amounts
payable  under this Plan,  and the Company may defer making any such delivery or
payment  until it is  indemnified  to its  satisfaction  or paid for that tax in
accordance with such procedures as may be adopted by the Board.

                  (b) Options are exercisable, and Shares can be delivered under
this Plan,  only in compliance  with all  applicable  federal and state laws and
regulations,  including,  without limitation, state and federal securities laws,
and the rules of all stock  exchanges  or other  markets on which the  Company's
stock is listed at any time.  An  Option  is  exercisable  only if either  (a) a
registration  statement  pertaining  to the Shares to be issued upon exercise of
the Option has been filed with the  Securities  and Exchange  Commission and has
become  effective  and  remains  effective  on the date of  exercise,  or (b) an
exemption from the  registration  requirements of applicable  securities laws is
available.  This Plan does not  require  the  Company,  however,  to file such a
registration  statement or to assure the  availability of such  exemptions.  Any
certificate  issued  to  evidence  Shares  issued  under  the Plan may bear such
legends and statements,  and shall be subject to such transfer restrictions,  as
the Board deems  advisable to assure  compliance with federal and state laws and
regulations and with the  requirements  of this Section.  Each Option may not be
exercised,  and Shares may not be issued under this Plan,  until the Company has
obtained  the consent or approval of every  regulatory  body,  federal or state,
having jurisdiction over such matters as the Board deems advisable.

                  (c) Each person who  acquires the rights to exercise an Option
by bequest or  inheritance  may be required  by the Board to furnish  reasonable
evidence  of  ownership  of the Option as a  condition  to his  exercise  of the
Option. In addition,  the Board may require such consents and releases to taxing
authorities as the Board deems advisable.

         18.      Miscellaneous.

                  (a) By accepting any benefit under the Plan, each Optionee and
each person claiming under or through such Optionee shall be conclusively deemed
to have indicated his or her acceptance and ratification of, and consent to, all
of the terms and  conditions  of the Plan and any action taken under the Plan by
the Company, the Board or their delegees.

                  (b) No person  shall have any rights or claims  under the Plan
except in accordance  with the provisions of the Plan and any Option  Agreement.
Except as expressly  provided for in the Plan, no Director or other person shall
have any claim or right to be granted an Option under the Plan.