EXHIBIT 10.48

                                CONSENT 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")  UTC  will  assign,
transfer  and  convey  to  its  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 Port Clinton, Ohio real property) as
an equity investment and UEP will assume substantially all of the liabilities of
the Specialty  Adhesives and Coated  Fabrics  segments of UTC (including but not
limited to all Obligations under the Financing Agreement).

This  letter is to  confirm  our  agreement  that,  effective  immediately  upon
fulfillment to our satisfaction of the Conditions  Precedent (as defined below),
we hereby consent to the Restructuring.

In addition, as of the Effective Date and effective immediately upon fulfillment
to our satisfaction of the Conditions Precedent (as defined below), it is hereby
mutually agreed that Section 6, Paragraph 9 of the Financing Agreement shall be,
and hereby is  amended  by the  addition  thereto  of the  following  additional
negative covenants as clauses H and I:

         "H.  Declare or pay any dividend of any kind on, or purchase,  acquire,
         redeem or retire,  any of the capital stock or equity interest,  of any
         class whatsoever, whether now or hereafter outstanding, except that the
         Company may declare and pay  dividends on its capital stock to Uniroyal
         Technology  Corporation  (herein  the  "Parent"),  provided  that after
         giving  effect  to  any  such   dividend   payment  (x)  the  Company's
         Availability  (to be  computed  on the  basis  of all of the  Company's
         debts,  obligations  and payables being current in accordance  with the
         Company's normal business  practices)  hereunder is at least $1,500,000
         and (y) no Default  or Event of Default  has  occurred  or would  occur
         hereunder; and

         "I. Pay  management,  consulting  or other  similar fees to any person,
         corporation or other entity  affiliated  with the Company,  except that
         the Company  may pay  management  fees to the Parent  subject to and in
         accordance with the existing  Management  Agreement between the Company
         and the Parent,  provided  that (x) the  aggregate  amount of such fees
         during  any  fiscal  year shall not exceed the amount set forth in such
         Management  Agreement  as in effect on the date  hereof and (y) no such
         fees  shall be paid if a Default or Event of Default  has  occurred  or
         would occur after giving effect to any such payment."

The foregoing consent shall be, and hereby is, subject to the fulfillment to our
satisfaction  of each  of the  following  conditions  precedent  (herein  each a
"Condition Precedent" and collectively the "Conditions Precedent").

(i)      the execution of, and delivery to, CITBC of the following documents;

         (x) an assumption agreement (herein the "Assumption Agreement") (in the
         form of Exhibit A annexed  hereto);  and (y) a guaranty (in the form of
         Exhibit B annexed hereto) executed by UTC (the "UTC Guaranty") covering
         all of UEP's Obligations to CITBC.

(ii) CITBC's receipt of, and satisfaction with, the following:

         (x) a Secretary's  Certificate  (in form and substance  satisfactory to
         CITBC)  certifying  Board of Directors  Resolutions for each of UTC and
         UEP  authorizing  the  Restructuring  and the execution and delivery of
         this Consent Agreement,  the Assumption Agreement, the UTC Guaranty and
         all other documents and/or agreements executed in conjunction  herewith
         and/or therewith; (y) an opinion of counsel to UTC and UEP (in form and
         substance  satisfactory  to  CITBC)  as to the  due  authorization  and
         consummation  of  the   Restructuring,   and  the  due   authorization,
         execution,  delivery and binding effect of this Consent Agreement,  the
         Assumption Agreement, the UTC Guaranty and all documents and agreements
         executed  in  connection  with  the   Restructuring  and  this  Consent
         Agreement;  (z) the results of all UCC, Tax and Judgement Lien searches
         requested  by  CITBC  in  connection  with  the  Restructuring;  (aa) a
         Certificate  of Insurance  together with a Loss Payable  Endorsement in
         CITBC's favor (in form and substance  satisfactory to CITBC) confirming
         continuing  insurance  coverage  of the  Collateral  for UEP  after the
         Restructuring; and (bb) executed Landlord Waivers and other appropriate
         Notices of Security  Interest to Warehouses  and/or  Processors for all
         Inventory  locations of UEP,  provided that, in lieu of any such waiver
         or notice CITBC may (at its option)  establish an Availability  Reserve
         in accordance with the terms and provisions of the Financing Agreement.

You further agree to pay all Out-of-Pocket  Expenses incurred in connection with
this Consent Agreement and the transactions  contemplated  hereby,  all of which
may (at our option) be charged to your Revolving Loan Account.

Except to the extent set forth  herein,  no other waiver of, or change in any of
the terms,  provisions or  conditions of the Financing  Agreement is intended or
implied.

If the  foregoing is in accordance  with your  understanding  of our  agreement,
kindly so indicate by signing and returning the enclosed copy of this letter.

                                           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