EXHIBIT 10.51

         CONFIDENTIAL TREATMENT REQUESTED


                           MEMORANDUM OF UNDERSTANDING
                          AND CONFIDENTIALITY AGREEMENT

                                     BETWEEN

                       FIRESTONE BUILDING PRODUCTS COMPANY
                     DIVISION OF BRIDGESTONE/FIRESTONE, INC.

                           525 CONGRESSIONAL BOULEVARD
                                 CARMEL, INDIANA

                                       AND

                     UNIROYAL ADHESIVES & SEALANTS DIVISION
                       OF UNIROYAL TECHNOLOGY CORPORATION

                               312 N. HILL STREET
                               MISHAWAKA, INDIANA

1)       EFFECTIVE DATE AND TERM OF AGREEMENT:

         The  effective  date  of  this  Agreement  between  Firestone  Building
         Products Company,  hereafter  referred to as "Firestone",  and Uniroyal
         Adhesives and Sealants, hereafter referred to as "UAS", is February 23,
         1995 (the  "Effective  Date").  The term of this Agreement  shall be in
         effect for five (5) years expiring on February 20, 2000.

2)       PURPOSE:

         This  Agreement is entered into to provide  Firestone with an exclusive
         supply of adhesives and sealants at conversion  pricing with  materials
         purchased by Firestone.

3)       MINIMUM REQUIREMENT:

         For a period of five (5) years from the Effective Date,  Firestone will
         buy from UAS and UAS will sell to Firestone a minimum of eighty percent
         (80%) of


         Firestone's  annual  volume  requirements  of  all  UAS  adhesives  and
         sealants  qualified  by  Firestone,   including  adhesive  formulations
         previously  developed by or purchased by Firestone and those  purchased
         or developed during the term of this Agreement, all such products being
         hereinafter referred to as "Products". Products manufactured by UAS not
         meeting Firestone's specifications and roofing tapes and tape laminates
         will  not  be  included  in  the   calculation  of  Firestone's   total
         requirements.

4)       FORECAST REQUIREMENTS:

         Upon  signing  of  this  Agreement  and by the  fifteenth  day of  each
         calendar month thereafter,  Firestone will furnish UAS with an itemized
         estimate of Firestone's purchases from UAS by type and quantity for the
         following three months. In addition, Firestone will provide UAS with an
         annual  forecast  by October 1 of each  twelve-month  period  beginning
         November  1 and ending  the  following  October  31.  Uniroyal  will be
         responsible for all factory scheduling and raw material order releasing
         as required to meet Firestone's forecasted production requirements.  In
         the event of an  increase in premium  labor cost to Uniroyal  resulting
         from a change in Firestone's  projected 30-day requirements,  Firestone
         will reimburse Uniroyal for such documented premium cost increases that
         have been pre-approved by Firestone.

5)       RAW MATERIALS / INVENTORY MINIMUM:

         Quality  requirements  will be mutually agreed upon and communicated to
         raw material  suppliers.  Firestone  and Uniroyal  will ensure that raw
         material  suppliers  comply with quality  assurance  standards and will
         provide  technical  assistance  for  testing and  specifications.  Both
         parties  will use their best  efforts to ensure the lowest raw material
         prices for the Products. Firestone will have the primary responsibility
         for  negotiation of raw material  purchases but may request  assistance
         from Uniroyal.  UAS will keep in inventory fresh (within UAS' specified
         shelf life)  adhesives  and  sealants  sufficient  to meet  Firestone's
         requirements for 30 days as indicated by Firestone's forecasts and will
         provide for sufficient  capacity to meet Firestone's  annual forecasts.
         UAS will furnish to Firestone a weekly  inventory  summary which may be
         used to adjust production requirements as necessary by Firestone.

6)       TECHNICAL ASSISTANCE:

         Firestone will direct all technical  support,  if and as required,  and
         will  compensate  Uniroyal  for trials run based upon cost per hour mix
         time. UAS will provide Firestone with technical  assistance relating to
         adhesives and sealants.

7)       NEW PRODUCT DEVELOPMENT:

         Should Firestone  develop or cause to be developed an adhesive,  primer
         or sealant that it wishes to use, it will  disclose such product to UAS
         and will provide UAS the  opportunity  to manufacture  the  product(s),
         provided that such  product(s) can be produced at  competitive  prices.
         UAS will in good faith  consider  production of such  product(s)  under
         this   Agreement  but  shall  not  be  obligated  to  enter  into  such
         production.  If the parties  agree upon  production  of such  products,
         Uniroyal shall qualify and begin  production of such production  within
         one (1) year after such  agreement and such products  shall be Products
         subject to this Agreement.  If the parties do not agree upon production
         of such product(s),  such product(s) shall not be considered as part of
         Firestone's  requirements  under  this  Agreement  to the  extent  that
         Firestone purchases such new product(s) elsewhere or manufactures them,
         and Firestone will not be restricted by this Agreement from  purchasing
         such product(s) from any other supplier.

8)       EXCLUSIVITY:

         Effective upon the  completion of UAS's  existing  obligations to other
         roofing  customers,  which UAS estimates will occur in or about October
         1995, and as long as Firestone is not in default under this  Agreement,
         UAS  will  produce  all  roofing  Products  for  the  exclusive  use of
         Firestone.  Such Products will in each calendar year during the term of
         this Agreement, comprise eighty percent (80%) of the volume of Products
         purchased  by   Firestone.   Such   Products   will  include   adhesive
         formulations previously developed by or purchased by Firestone, as well
         as Products  purchased or developed  during the term of this Agreement.
         The parties will coordinate the public  announcement of the exclusivity
         provided for in this Paragraph 8 at a mutually acceptable time, but not
         later than December 31, 1995.

9)       PRICE / BILLING:

         The  price  of the  Products  will be the sum of the  costs  of the raw
         materials  used in the  production  of the Products and the  conversion
         charges  set  forth  in  Exhibit  A,  such  conversion   charges  being
         hereinafter  referred  to as  "Conversion  Charges".  UAS  will  supply
         Firestone  with  the cost of raw  materials  for  each  formulation  of
         Products. It is intended that Firestone will enjoy the benefit of lower
         raw material costs  resulting  from  formulation  changes  developed by
         Firestone.  UAS will invoice  Firestone for raw materials and packaging
         based on minimum  purchase  requirements on the fifteenth (15th) day of
         each month for the next month's forecasted requirements (or the minimum
         required purchase  quantities)  based upon the then current  negotiated
         raw material  prices.  Uniroyal will bill  Firestone for the Conversion
         Charges on a per gallon  basis once the  Products  have been  canned or
         packaged.  Such  Conversion  Charges  will be  subject  to change  upon
         notification of contractual  increases in labor costs and/or  increases
         in utility  costs of  Uniroyal to perform  its  obligations  under this
         Agreement  or other  increases  in  costs  resulting  from  formulation
         changes made by Firestone.  Uniroyal shall include documentation of the
         cost increases with such notification. Processing efficiencies will not
         affect the Conversion Charges.

10)      TERMS OF SALE:

         The following terms will apply to all sales:

         Packaged In: Metal containers or foil-lined cartridges  identifying the
         manufacturer  as UAS (if requested by  Firestone)  and meeting all U.N.
         and D.O.T. regulations.

         Freight Classifications:  Adhesives;  Flammable Liquid; Class 3; UN1133
         and UN1256; Packing Group  III/Isocyanates;  Liquid; Class 6.1; UN2207;
         Packing Group III. NMFC Item No. 170060-Roofing; Weight Class 55.

         Red  diamond  (Flammable);  Flammable  Liquid,  Class 3  White  Diamond
         (Non-flammable); harmful; stow away from foodstuffs, Class 6.1.

         Payment  and Price  Changes:  Terms  shall be net ** days - Prices  are
         F.O.B. UAS's plant in Mishawaka, Indiana.

         Standard Package:

          *********************
          *********************
          *********************
          *********************
          *********************
          *********************
          *********************

         Confidential   Information   omitted  and  filed  separately  with  the
         Securities and Exchange Commission. Asterisks denote omissions.

         Minimum Orders:
                                                              MINIMUM

                  PACKAGE                                     QUANTITY

                  11 Oz. Tubes (Lap Sealant)                  ********
                  11 Oz. Tubes (Fastener Sealer)              ********
                  1 Qt. Tubes                                 ********
                  Gallon Cans                                 ********
                  5 Gallon Pails                              ********
                  55 Gallon Drums                             ********
                  DC11620                                     ********

         Confidential   Information   omitted  and  filed  separately  with  the
         Securities and Exchange Commission. Asterisks denote omissions.

         Returns:

         Return of merchandise (for any reason) must be  pre-authorized.  Please
         contact Uniroyal  Adhesives & Sealants Customer Service  1-800-336-1973
         or 1-219-256-8655 for assistance.

11)      WARRANTY:

         The   Products   are  hereby   warranted   to  Firestone  to  meet  the
         specifications  furnished by  Firestone  to Uniroyal,  if any, for such
         Products. Such warranty may not be assigned or otherwise transferred by
         Firestone.  UAS also  makes  the  warranty  set forth in  Paragraph  16
         hereof.  NO OTHER  WARRANTY,  EXPRESSED  OR  IMPLIED,  OF FITNESS FOR A
         PARTICULAR  PURPOSE OR ANY OTHER THING IS MADE.  Firestone's  exclusive
         remedy for breach of the foregoing  warranties shall be a refund of the
         net price paid by Firestone  for the Product in  question,  replacement
         with a similar  quantity or some other mutually agreed upon settlement.
         Except as stated  above,  UAS shall not be liable for any defect in, or
         breach of obligation relating to the quality of defects in the Products
         sold pursuant to this  Agreement,  regardless of the theory that may be
         asserted, including, without limitation, negligence, contract, absolute
         liability in tort or misrepresentation.

12)      COMPETITION:

         On and after February 21, 1996, if Firestone  obtains a bona fide offer
         from a qualified  toll supplier for  competitive  products at prices *%
         lower  (after all  discounts)  than the  Conversion  Cost and all other
         terms are  identical  to the  terms of this  Agreement,  Firestone  may
         provide UAS written evidence of such offer and UAS shall have the right
         to:

         a)       meet the  competitive  price  offer  to  retain  its  share of
                  Firestone's business for the said product to the extent of the
                  quantity  contained  in and period of time  specified  in such
                  offer ("Option A") or

         b)       decline  to meet  the  competitive  price  offer  and  release
                  Firestone from its obligation to purchase its  requirements of
                  said  Product  from  UAS,   pursuant  to  the  terms  of  this
                  Agreement,  during  the  period  of  time  set  forth  in  the
                  competitive  offer ("Option B"). UAS's exercise of Option B in
                  no way shall  preclude  UAS from  exercising  Option A after a
                  period of twelve (12) months has elapsed  from the exercise of
                  Option B.

         In the event that UAS shall exercise Option B, Firestone shall purchase
         from UAS existing work-in-process,  finished goods, packaging inventory
         and  raw  materials  held  by UAS in  connection  with  such  products.
         Reimbursement  of  work-in-process   and  finished  goods  will  be  at
         conversion  costs as  specified  in  Exhibit  A.  Reimbursement  of raw
         material  and  packaging  costs will be at actual costs to Uniroyal not
         previously paid by Firestone.

13)      TOLL LICENSING OF PRODUCTS:

         During the term of this Agreement and provided that Firestone is not in
         default,  Uniroyal  will  license a supplier  specified by Firestone to
         produce up to 20% of Firestone's  annual  requirements of each Product.
         At the end of the term of this  Agreement,  Firestone  will acquire the
         exclusive rights and ownership of the splice adhesive patent and of all
         other  Products  for no  additional  consideration.  In the event  that
         Uniroyal  shall cease to produce  roofing  adhesives as a result of its
         election  of  Option  B  under  Paragraph  12  of  this  Agreement  for
         substantially  the  remainder of the term of this  Agreement,  Uniroyal
         will license splice adhesive patent number 4,603,164 to Firestone for a
         royalty fee of $50,000 per year for the  remainder  of the term of this
         Agreement;  such fee will be prorated  for periods of less than a year.
         In the event that UAS shall cease to produce Products for reasons other
         than  election  of  Option  B under  Paragraph  12 of  this  Agreement,
         Uniroyal  shall  release  the  aforesaid  splice  adhesive  patent  and
         Uniroyal's  rights to the other  Products to  Firestone  for no further
         consideration.

14)      FORCE MAJEURE:

         UAS will make a good faith effort at all times and under all conditions
         to perform  hereunder.  UAS, however,  shall not be liable for delay in
         the  performance  or for failure to render any  performance  under this
         Agreement,  and  without  in any way  limiting  the  generality  of the
         foregoing,  any such delay or failure shall be excused, when such delay
         or  failure  is  caused by  governmental  regulations  (whether  or not
         valid), fire, strike,  differences with workmen, war, flood,  accident,
         epidemic,  embargo,  shortage  or raw  materials  with which goods sold
         hereunder are made,  shortage of railroad  cars or steamers,  delays or
         failures of vendors to UAS,  appropriation of plant or product in whole
         or in part by federal or state authority, or any other cause or causes,
         whether of like or different nature,  beyond the reasonable  control of
         UAS. UAS may make partial delivery  hereunder,  and to other customers,
         in proportions which are reasonable under all circumstances considering
         its ability  reasonably to procure  materials and supplies,  for making
         the goods herein  described and other goods, its ability to produce and
         deliver  goods to  fulfill  its  contracts  and fill its orders and its
         whole business in the usual expected course thereof.

15)      RIGHT OF TERMINATION:

         Firestone  reserves the right to terminate this agreement upon 90 days'
         written notice upon the filing of a petition for  bankruptcy  under the
         U. S. Bankruptcy Code by Uniroyal Technology Corporation.


16)      HAZARDOUS SUBSTANCES:

         UAS  represents  and warrants that the materials  provided to Firestone
         contain no  substances  other than those  disclosed to Firestone on the
         material  safety  data  sheets  issued  from time to time  which  would
         necessitate  either  the  treatment  of  the  material  as a  hazardous
         substance  pursuant to the Federal  Resource  Conservation and Recovery
         Act or similar  legislation  of which  Firestone  notifies UAS or which
         would require safety  warnings or special  handling of the material due
         to risk of  occupational  disease  or  personal  injury.  UAS agrees to
         notify  Firestone about basic changes in product  formulation or method
         of manufacture  which are significant  enough to impact the performance
         of the  product(s)  and  performance  as it  relates  to FM and UL code
         approvals.

17)      CHANGE OF OWNERSHIP OF EITHER PARTY:

         Each of UAS and Firestone agrees to cause any entity that shall acquire
         ownership  of such  party  to  assume  this  Agreement  and all of such
         party's obligations hereunder.

18)      CONTINGENCY:

         The  effectiveness  of this  Agreement is contingent  upon  Firestone's
         notification  of  Uniroyal  within 30 days from the  execution  of this
         Agreement that Firestone has removed any provisions  inconsistent  with
         this Agreement  from any other  contract to which  Firestone is a party
         for the purchase of liquid adhesives.

19)      NOTICES:

         Any forecast, notice or other communication required or permitted to be
         given under this  Agreement  shall be deemed to have been duly given if
         delivered  personally or if mailed,  postage  prepaid,  in a depository
         maintained by the United States Postal Service addressed as follows:

                  a)  if to UAS, to:
                           Uniroyal Adhesives & Sealants Division
                           Uniroyal Technology Corporation
                           312 North Hill Street
                           Mishawaka, Indiana 46544

                      with a copy (except forecasts) to:
                           General Counsel
                           Uniroyal Technology Corporation
                           Two North Tamiami Trail, Suite 900
                           Sarasota, Florida 34236


                  b)  if to Firestone, to:

                           The Firestone Building Products Company
                           Division of Bridgestone/Firestone, Inc.
                           525 Congressional Boulevard
                           Carmel, Indiana 46032-5607

20)      MISCELLANEOUS:

         This Agreement  constitutes the entire  agreement  between the parties,
         supersedes all prior or contemporaneous  written or oral understandings
         and agreements and may not be modified, added to or waived, in whole or
         in part,  except  by a writing  specifically  amending  this  Agreement
         signed by the party against whom such modification,  addition or waiver
         is asserted.  No document or form used to order or acknowledge  receipt
         of an order for goods  purchased  under this Agreement shall in any way
         alter the terms of this Agreement.  This Agreement shall be governed by
         and  construed  in  accordance  with the laws of the State of  Indiana,
         without giving effect to the conflict of laws principles thereof.

         IN WITNESS WHEREOF, the parties have caused this Agreement to be signed
by their duly authorized officials as of February 23, 1995.

                                    FIRESTONE BUILDING PRODUCTS COMPANY
                                    Division of Bridgestone/Firestone, Inc.

                                    By: /s/ Paul Mineart

                                       Paul Mineart
                                       President

                                     UNIROYAL ADHESIVES & SEALANTS

                                     Division of Uniroyal Technology Corporation

                                     By: /s/ Robert L. Soran

                                     Robert L. Soran
                                     President


<PAGE>






                                      RIDER
                                       TO

                           MEMORANDUM OF UNDERSTANDING
                          AND CONFIDENTIALITY AGREEMENT

                                     BETWEEN

                       FIRESTONE BUILDING PRODUCTS COMPANY

                                       AND

                     UNIROYAL ADHESIVES & SEALANTS DIVISION

         The  following   provisions  are  incorporated  in  the  Memorandum  of
Understanding  and  Confidentiality  Agreement  dated as of February  23,  1995,
between Firestone  Building Products Company Division of  Bridgestone/Firestone,
Inc.  and  Uniroyal  Adhesives  &  Sealants  Division  of  Uniroyal   Technology
Corporation (the "Agreement") and made a part thereof:

         1)     The license  specified by the first  sentence of paragraph 13 of
                the Agreement shall be made without charge to Firestone or the
                supplier.

         2)     The following new paragraph 21 is hereby added to the Agreement:

                           21.      In the event  that UAS shall  desire to make
                                    any  changes  to  the   formulation  of  any
                                    Product,  manufacturing  process  or quality
                                    control  standards  from  those in effect on
                                    the  Effective  Date or as  agreed to by the
                                    parties  thereafter,  UAS shall consult with
                                    Firestone  and shall not  implement any such
                                    changes  without  Firestone's  prior written
                                    consent.

         IN WITNESS WHEREOF,  the parties have caused this Rider to be signed by
their duly authorized officers as of February 23, 1995.

                                     FIRESTONE BUILDING PRODUCTS COMPANY
                                     Division of Bridgestone/Firestone, Inc.

                                     By: /S/ Paul Mineart

                                         Paul Mineart
                                         President

                                     UNIROYAL ADHESIVES & SEALANTS
                                     Division of Uniroyal Technology Corporation

                                     By: /S/ Robert L. Soran

                                         Robert L. Soran
                                         President


<PAGE>









                                  AMENDMENT TO
                           MEMORANDUM OF UNDERSTANDING

                          AND CONFIDENTIALITY AGREEMENT

                                     BETWEEN

                       FIRESTONE BUILDING PRODUCTS COMPANY
                           DIVISION OF FIRESTONE, INC.
                           525 CONGRESSIONAL BOULEVARD

                                 CARMEL, INDIANA

                                       AND

                     UNIROYAL ADHESIVES & SEALANTS DIVISION
                       OF UNIROYAL TECHNOLOGY CORPORATION

                           2001 WEST WASHINGTON STREET
                            SOUTH BEND, INDIANA 46628

         WHEREAS, Firestone Building Products Company ("Firestone") and Uniroyal
Adhesives & Sealants Division of Uniroyal  Technology  Corporation  ("Uniroyal")
entered into a Memorandum of Understanding and  Confidentiality  Agreement dated
February 23,  1995,  which  agreement as modified by a Rider dated  February 23,
1995 and an  amendment  dated May 10,  1998 is  hereinafter  referred  to as the
"Agreement"; and

         WHEREAS,  Firestone  and  Uniroyal  desire  to  extend  the term of the
Agreement and to amend certain other provisions of the Agreement;

         NOW  THEREFORE,  in  consideration  of the  premises and other good and
valuable   consideration,   the  receipt  and  sufficiency  whereof  are  hereby
acknowledged,  the  parties  hereby  agree  as  follows  (terms  defined  in the
Agreement being used as so defined except as otherwise provided herein):

1.                The term of the  Agreement is hereby  extended to December 31,
                  2002.

2.                The first  clause  of  Section  3 of the  Agreement  is hereby
                  revised to read as follows: "For the term of this Agreement,".

3.                The fifth  sentence  of Section 5 of the  Agreement  is hereby
                  revised to read as follows:  "UAS will keep in inventory fresh
                  (within  UAS'  specified  shelf life)  adhesives  and sealants
                  sufficient  to  meet  Firestone's  requirements  for  30  days
                  (except that for Splice and Quick Prime the period shall be 45
                  days  of  approved  inventory)  as  indicated  by  Firestone's
                  forecasts  and will  provide for  sufficient  capacity to meet
                  Firestones' annual forecasts."

4.                Exhibit  A  attached  hereto  shall  replace  Exhibit A to the
                  Agreement.

5.                The  following  portions  of Section 10 of the  Agreement  are
                  hereby revised to read as follows:

                  Payment and Price Changes: Terms shall be net 10 days - Prices
                  are F.O.B. UAS's plant in South Bend, Indiana.

                  Minimum Orders:

                           PACKAGE                            MINIMUM QUANTITY

                           10.1 Oz. Tubes (Fastener Sealer)     *************
                           Gallon Cans                          *************
                           5 Gallon Pails                       *************
                           55 Gallon Drums                      *************
                           M6391 Pourable Sealer                *************
                           3 Gallon Low VOC                     *************

Confidential  Information  omitted and filed  separately with the Securities and
Exchange Commission. Asterisks denote omissions.

                  Returns:

                  Return of merchandise (for any reason) must be pre-authorized.
                  Please contact Uniroyal  Adhesives & Sealants Customer Service
                  1-800-999-4583 or 1-219-246-5321 for assistance.

6.                Upon  execution of this  Amendment,  Uniroyal shall deliver to
                  Firestone  copies  of  all  formulas  used  in  producing  the
                  Products.

7.                The second  sentence of Section 13 of the  Agreement is hereby
                  revised to read as follows:  "On February  22, 2000,  Uniroyal
                  shall transfer to Firestone the exclusive rights and ownership
                  of the splice  adhesive  patent and of all the other  Products
                  for no additional consideration, and Firestone hereby grants a
                  license to Uniroyal to use such patent and other  intellectual
                  property  for  the  production  of  Products  covered  by this
                  agreement.

8.                The address for UAS in Section 19 of the  Agreement  is hereby
                  revised to read as follows:

                     Uniroyal Adhesives & Sealants Division
                         Uniroyal Technology Corporation
                           2001 West Washington Street
                            South Bend, Indiana 46628

         Except as otherwise  modified by this  Amendment,  all of the terms and
conditions of the Agreement shall continue in full force and effect.

         IN  WITNESS  WHEREOF,   the  parties  have  caused  this  Amendment  to
Memorandum  of  Understanding  and  Confidentiality  Agreement to be executed by
their duly authorized officers this 9 day of June, 1998.

                                    FIRESTONE BUILDING PRODUCTS COMPANY
                                    Division of Bridgestone/Firestone, Inc.

                                    By: /s/ David Grass

                                        David Grass
                                        President

                                     UNIROYAL ADHESIVES & SEALANTS
                                     Division of Uniroyal Technology Corporation

                                     By: /s/ Robert L. Soran

                                         Robert L. Soran
                                         President


<PAGE>


<TABLE>
<CAPTION>

                                    EXHIBIT A
<S>                       <C>            <C>      <C>           <C>           <C>     <C>          <C>           <C>     <C>
                           06/01/1998    THRU     05/31/1999    06/01/1999    THRU    05/31/2000   06/01/2000    THRU    12/31/2002
                             MAT'L       CONV.    TOTAL         MAT'L         CONV.   TOTAL        MAT'L         CONV.   TOTAL
                                         PRICE                                PRICE                              PRICE


BONDING   (M6504)
SPLICE 1 GALLON
SPLICE 5 GALLON
QUICK PRIME 1 GALLON
QUICK PRIME 5 GALLON
SPLICE WASH
POURABLE SEALER
BONDING   (DC12147)
ON-PRODUCTION TRIAL BATCH

                               * JUNE 1998 RAW MATERIAL COSTS ARE FOR REFERENCE ONLY
</TABLE>


Confidential  Information  omitted and filed  separately with the Securities and
Exchange Commission. All figures deleted.