UNIROYAL TECHNOLOGY CORPORATION

                      1995 NON-QUALIFIED STOCK OPTION PLAN

                     AS AMENDED, EFFECTIVE DECEMBER 11, 1996


         1.       Purpose of the Plan.

         This Uniroyal  Technology  Corporation 1995 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  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 each  person  who, as of the
dates set forth in Section 3(b) below,  is a director of the Company  (each such
person being  hereinafter  referred to as a "Director").  Each person to whom an
Option is granted under this Plan, or any successor to the rights of such person
under this Plan by reason of the death of the original grantee,  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  Grant  Date of such  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) Upon the later of adoption of the Plan or 30 days after an
individual shall initially become a Director or shall be reelected as a Director
(the  "Grant  Date"),  such  individual  shall be granted an Option to  purchase
10,000  Shares in the case of the initial  grants upon adoption of this Plan and
5,000  Shares in the case of any grants  thereafter.  Such  Options  shall be in
addition to any options to purchase Shares to which any Director may be entitled
pursuant to any other plan of or arrangement with the Company.

         4.       Option Price.

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

                  (b) The fair market  value of a Share on the Grant 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 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 the 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
three (3) 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)  Method of  Exercise:  An Option  granted  under this Plan
shall be deemed  exercised  when the person  entitled to exercise the Option (a)
delivers  written  notice to the  Secretary  of the  Company of the  decision to
exercise, (b) concurrently tenders to the Company full payment for the Shares to
be purchased pursuant to the exercise (including  applicable  withholding taxes,
if any), and (c) complies with such other  reasonable  requirements as the Board
establishes  pursuant to Section 9 of the Plan.  Payment for Shares with respect
to which an Option  is  exercised  may be made in cash,  by  certified  check or
wholly or partially in the form of Common Stock having a Fair Market Value equal
to the exercise price; provided, however, that in lieu of cash, the holder of an
Option may,  if the terms of such Option so provide and to the extent  permitted
by applicable law,  exercise an Option in whole or in part, by delivering to the
Company  Shares (in proper form for transfer and  accompanied  by all  requisite
stock  transfer tax stamps or cash in lieu thereof)  owned by such holder for at
least six (6) months prior to such delivery and having a Fair Market Value equal
to the cash  exercise  price  applicable  to that  portion of the  Option  being
exercised by the delivery of such shares, the Fair Market Value of the Shares so
delivered to be  determined  as of the date  immediately  preceding  the date on
which the Option is exercised,  or as may be required in order to comply with or
to conform to the requirements of any applicable laws or regulations.

         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.

         An Option granted under this Plan may be exercised in increments of not
less than ten (10) shares, or, if greater,  ten percent (10%) of the full number
of Shares as to which it can be exercised.  A partial exercise of an Option will
not affect  the  holder's  right to  exercise  the  Option  from time to time in
accordance with this Plan as to the remaining Shares subject to the Option.

                  (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, 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.  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 paragraphs
(d),  (e) or (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  paragraphs (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 Shares, 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  which may be sold or  awarded  to any  Optionee,  (ii) the  number of
Shares  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 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.  Whether or not the Options
and Shares covered by the Plan have been registered  under the Securities Act of
1933,  as  amended,  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 Securities and Exchange Act of 1934, as amended,
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 with or 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,  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 as of February 14, 1996,  the date on which
it was approved by a majority of the Company's stockholders.

         15.      Termination or Suspension of the Plan

         If the Plan is suspended or terminated by the Board pursuant to Section
10 hereof, the Plan shall terminate at the close of business on the date of such
Board action. Options may not be granted while the Plan is suspended or after it
is terminated. Rights and obligations under any Option granted while the Plan is
in effect shall not be altered or impaired by suspension or  termination  of the
Plan,  except  upon the  written  consent  of the  person to whom the Option was
granted.  The power of the  Administrator to construe and administer any Options
granted prior to the  termination or suspension of the Plan  nevertheless  shall
continue after such termination or during such suspension.

         With  respect to persons  subject  to Section 16 of the  Exchange  Act,
transactions  under  the  Plan  are  intended  to  comply  with  all  applicable
conditions  of Rule 16b-3.  To the extent any provision of the Plan or action by
the Board fails to so comply,  it shall be deemed  null and void,  to the extent
permitted by law and deemed advisable by the Board.

         16.      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.

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

         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.

         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.

         Each person who  acquires the right 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 of taxing  authorities
as the Board deems advisable.

         18.      Liability of the Company.

         The  Company,  its parent and any  Subsidiary  that is in  existence or
hereafter  comes  into  existence  shall not be liable to any person for any tax
consequences expected but not realized by an Optionee or other person due to the
exercise of an Option.

         19.      Duration of Plan.

         Options  may be  granted  under  this  Plan  only  during  the 10 years
immediately  following  the  effective  date of this  Plan,  unless  the Plan is
terminated earlier pursuant to Sections 10 and 15 hereof.

         20.      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.