Exhibit 10.28

                         UNIROYAL TECHNOLOGY CORPORATION

                      1992 NON-QUALIFIED STOCK OPTION PLAN

                     AS AMENDED, EFFECTIVE DECEMBER 11, 1996

         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) 10,000  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.