EXHIBIT 10.49

                              ASSUMPTION AGREEMENT

                                                                    April 1,1999

Uniroyal Technology Corporation
Uniroyal Engineered Products, Inc.
2 North Tamiami Trail
Sarasota, Florida 34236-5568

Gentlemen:

Reference  is  made  to the  Financing  Agreement  between  Uniroyal  Technology
Corporation ("UTC") and us dated June 5, 1996 (herein the "Financing Agreement")
together with all amendments, supplements, documents and instruments executed in
conjunction  therewith  (herein  collectively  with the Financing  Agreement the
"Financing  Documents").  Capitalized  terms  used  herein  and  defined  in the
Financing  Documents shall have the meanings  specified therein unless otherwise
specifically defined herein.

You have advised us that effective as of April 1, 1999 (the "Effective Date") as
part  of a  corporate  restructuring  (the  "Restructuring")  you  will  assign,
transfer  and  convey  to your  wholly  owned  subsidiary,  Uniroyal  Engineered
Products,  Inc. (herein "UEP") all of the assets of the Specialty  Adhesives and
Coated  Fabrics  segments of UTC  (including  but not limited to all  Collateral
under  the  Financing  Agreement  but  excluding  the Port  Clinton,  Ohio  real
property) as an equity investment and UEP will assume  substantially all of your
liabilities  (including but not limited to all  Obligations  under the Financing
Agreement) but excluding the Port Clinton,  Ohio real  property.  The purpose of
this letter is to confirm the following:

1.       That UEP has assumed all of the obligations of the Specialty  Adhesives
         and  Coated  Fabrics  segments  of UTC  under the  Financing  Agreement
         including but not limited to any and all indebtedness,  liabilities and
         obligations now or hereafter owed to us by UTC whether arising pursuant
         to the aforementioned Financing Agreement or otherwise;

2.       That any and all liens,  encumbrances,  collateral,  security interest,
         UCC  financing  statements,   mortgages,  transfers  and  any  and  all
         assignments  of any right,  claim or  interest  in and to any assets or
         property of any nature  whatsoever  (collectively  "Liens")  heretofore
         given or granted to us by UTC are  ratified,  confirmed  and assumed by
         UEP and shall continue without interruption,  in full force and effect,
         surviving  said  Restructuring,  and  shall  apply  to any and all such
         assets or property owned by UTC and/or UEP prior to said Restructuring,
         or  acquired  by  UEP  as  a  result  of  such  Restructuring;  and  in
         furtherance of the foregoing  provisions of this paragraph,  UEP hereby
         specifically  grants to CITBC a lien upon and security  interest in all
         of its now owned and hereafter  acquired  Collateral (as defined in the
         Financing   Agreement)   to  secure  all  of  its  present  and  future
         indebtedness,  liabilities and obligations to CITBC,  including but not
         limited to all Obligations (as defined in the Financing Agreement);

3.       That,  effective as of the Effective Date, UEP hereby adopts,  ratifies
         and  confirms  all of  the  terms,  provisions  and  conditions  of the
         Financing  Agreement  and the other  Financing  Documents  and shall be
         substituted  as a  party  thereto  and to all  of  our  agreements  and
         arrangements  with  UTC  with  the same  force  and  effect  as if such
         agreements and arrangements had been entered into between ourselves and
         UEP and  such  agreements  and  arrangements  are  hereby  incorporated
         herein-by  reference  in  their  entirety.  We are  marking  our  books
         accordingly,  and as of the Effective  Date,  the account of UTC on our
         books, shall be transferred to UEP; and

4.       We ask UTC and UEP to  represent  and warrant to us, by  executing  and
         returning to us a copy of this letter, the following:

         (a) UTC has assigned  transferred and conveyed to UEP all of the assets
         of UTC's Specialty Adhesives and Coated Fabrics segments (including but
         not  limited  to all  Collateral  under  the  Financing  Agreement  but
         excluding the Port Clinton, Ohio real property);

         (b) UEP has assumed  substantially all of UTC's liabilities  (including
         but not limited to all Obligations under the Financing Agreement);

         (c) UTC and UEP agree to make available to us, at our request,  any and
         all documents executed in connection with the Restructuring,  including
         but not limited to those  demonstrating  the transfer of assets to, and
         the assumption of liabilities by, UEP; and

         (d) UTC and UEP agree to execute  and  deliver to us (at their cost and
         expense)  any  and  all  documents   (including   without   limitation,
         amendments to our to our existing  Uniform  Commercial  Code  financing
         statements  and/or new Uniform  Commercial  Code financing  statements)
         requested by us to continue,  without interruption,  our Liens upon all
         assets  and  property  constituting   Collateral  under  the  Financing
         Documents  and/or  otherwise  subject to a Lien in our favor or for our
         benefit.

Except as otherwise  specifically provided herein, no other change in the terms,
provisions  or  conditions  of the  Financing  Agreement  or  any  of the  other
Financing  Documents is intended or implied.  If the  foregoing is in accordance
with your understanding of our agreement,  please sign the enclosed copy of this
letter to so indicate.

                                             Very truly yours,

                                             THE CIT GROUP/BUSINESS CREDIT, INC.


                                             By: /s/ Kevin O'Hara
                                             Title:  AVP

Read and Agreed to:

UNIROYAL TECHNOLOGY CORPORATION

By:/s/  George J. Zulanas, Jr.
Title:  VP

UNIROYAL ENGINEERED PRODUCTS, INC.


By:/s/  Robert L. Soran
Title:  President