AMENDMENT NO. 3
                                       TO
                        TECHNICAL COLLABORATION AGREEMENT


         AGREEMENT  made as of the  1st day of  March,  1996,  between  Uniroyal
Technology Corporation ("UTC") and Okamoto Industries, Inc. ("OKAMOTO").

                                    Recitals

         OKAMOTO entered into a Technical  Collaboration Agreement dated June 8,
1988, with Uniroyal Plastics Company,  Inc.  ("PLASTICS"),  which was thereafter
amended by Amendment No. 1, dated  January 21, 1992,  and Amendment No. 2, dated
July 31, 1992  (collectively  the  "Agreement").  The  Agreement was assigned by
PLASTICS with the consent of OKAMOTO to Uniroyal Engineered Products, Inc. which
has been merged into UTC. The parties desire to further amend the Agreement.

         In consideration  of the covenants  hereinafter set forth, it is agreed
as follows:
         1. The Agreement is amended in inserting  after the second  sentence of
Section 5 the following sentence: "The UTC fiscal year shall be the twelve month
period  ending on the Sunday  following  the last  Friday in  September  of each
year."

         2. The second  sentence of Section 5 of the  Agreement,  as  previously
amended,  is hereby deleted and the following is substituted  therefor effective
from January 1, 1996:


                 "During each UTC fiscal year,  Royalties shall be in an
                 amount equal to the  percentage  of the total  revenues
                 from the sales of Licensed  Products  as  follows:  (a)
                 sales to  Japanese  Auto  Manufacturers  - 3%;  and (b)
                 sales to Auto Manufacturers and Manufacturers - 1%"

         3. The third  sentence  of  Section 5 of the  Agreement  is  amended by
adding after the terms "Japanese  Manufacturers,  Auto  Manufacturers" the words
"and Manufacturers".

         4.  Section 11 of the  Agreement  is hereby  amended by adding a second
paragraph  to  read  as  follows:  "OKAMOTO  will  provide  UTC  with  technical
information  about  Licensed  Products  for  sale  to  Auto   Manufacturers  and
Manufacturers,  will provide technical education for production of such products
at UTC's plants and will support UTC's sales efforts to such manufacturers."
         5. Section 13 of the  Agreement  is hereby  amended in its entirety and
the  following is  substituted:  "This  Agreement  shall have a term expiring on
September 28, 2003."

         6. Except as modified and amended herein, the Agreement shall remain in
full force and effect.


         IN  WITNESS  WHEREOF,  the  parties  have,  by  their  duly  authorized
representatives,  executed  this  Agreement  as of the day and year first  above
written.

                                               UNIROYAL TECHNOLOGY CORPORATION


                                                By:  /S/ Robert L. Soran
                                                     ------------------------  
                                                Title:     President



                                                OKAMOTO INDUSTRIES, INC.


                                               By:   /S/
                                                     ------------------------  
                                               Title:      President