UNIROYAL TECHNOLOGY CORP
EXHIBIT 10.57
<DOCUMENT>
<TYPE>EX-10.57
<SEQUENCE>6
<FILENAME>0006.txt
<DESCRIPTION>EXHIBIT 10.57
<TEXT>


                                                                EXHIBIT 10.57


              AMENDED AND RESTATED SPLIT-DOLLAR INSURANCE AGREEMENT

         THIS AMENDED AND RESTATED SPLIT-DOLLAR  INSURANCE AGREEMENT is made and
entered  into  effective  as of this 10th day of  March,  2000,  by and  between
UNIROYAL  TECHNOLOGY  CORPORATION,  a Delaware  corporation having its principal
place of business  at Two North  Tamiami  Trail,  Suite 900,  Sarasota,  Florida
34236,  (the  "Company")  and Robert L.  Soran,  an  individual  residing at 402
Meadowlark Drive, Sarasota, Florida 34236 (the "Employee").

                                    RECITALS

         1.  Employee  is employed  by the  Company as its  President  and Chief
Operating  Officer and has rendered  competent and faithful service resulting in
substantial growth and profit to the Company;

         2. The Company highly values the efforts, abilities and accomplishments
of Employee and wishes to reward him for his past services;

         3.  The  Company  and  the  Employee  have  heretofore  entered  into a
Split-Dollar  Insurance  Agreement  dated  as of  August  15,  1995  (the  "1995
Agreement"),  which Agreement was amended by the First Amendment to Split Dollar
Insurance  Agreement dated March 10, 2000, and desire to amend such agreement as
so amended and restate it in this Agreement;

         4. Employee wishes to provide life insurance  protection for his family
in the event of his death,  under a policy of life  insurance  insuring his life
which is described in Exhibit A attached to and by this reference made a part of
this  Agreement  (the  "Policy"),   issued  by  Security  Life  of  Denver  (the
"Insurer");

         5. The Company, in appreciation for his past services, wishes to assist
Employee with his personal life insurance program and has paid or funded through
a Premium  Deposit Fund pursuant to a Non-Standard  Premium  Deposit  Supplement
Contract, the form of which is attached hereto as Exhibit B, the premiums due on
the Policy, as additional employment benefits for the Employee, on the terms and
conditions set forth in this Agreement; and

         6. The Employee is the owner of the Policy and, as such,  possesses all
incidents of ownership in and to the Policy and wishes to retain such  ownership
rights, subject to the assignment described in this Agreement, which secures the
repayment  of the amounts  which the Company will pay toward the premiums of the
Policy.

         NOW THEREFORE, in consideration of the premises and the mutual promises
contained  in  this   Agreement,   together  with  other  good  and   sufficient
consideration  the receipt and  sufficiency  of which are  acknowledged  by both
parties, the Company and Employee agree as follows:

         1.       Purchase of Policy.

                  The Employee has  purchased the Policy from the Insurer in the
total  face  amount  of  Six  Hundred   Thirty   Thousand  and  No/100   Dollars
($630,000.00).  The parties have taken all necessary action to cause the Insurer
to issue the Policy and agree to take any further  action which may be necessary
to cause the Policy to conform to the provisions of this Agreement.  The parties
agree that the  Policy  shall be  subject  to the terms and  conditions  of this
Agreement and of the collateral assignment of the Policy filed with the Insurer.

         2.       Ownership of Policy.

                  The  Employee  shall  be the sole  and  absolute  owner of the
Policy and shall have and may exercise all the rights and incidents of ownership
granted to the owner by the Policy's terms except as otherwise  provided in this
Agreement. Such rights and incidents of ownership include the right to borrow on
security of the Policy but only to the extent that the cash  surrender  value of
the Policy exceeds the cumulative amount of premiums paid by the Company to such
date, less any  indebtedness to the Insurer created in favor of the Company;  to
pledge or assign his  interest  in the Policy  for such loans or  advances;  the
right,  in the event of termination of this  Agreement,  to realize  against the
cash value of the Policy (to the extent such cash value  exceeds  the  Company's
interest in the Policy);  the right of the Employee's estate in the event of the
Employee's  death,  to realize against the proceeds of the Policy (to the extent
said  proceeds  exceed the  Company's  interest in the  Policy);  and the right,
subject to the interest of the Company to be reimbursed  for its interest in the
Policy,  to surrender  the Policy.  An assignment  describing  the rights of the
Company  shall be filed with the Insurer.  The parties agree that the Insurer is
authorized  to  recognize  the  rights of either  party,  as  designated  in the
assignment.  The sole  signature  of either  party shall be  sufficient  for the
exercise of his or its  respective  rights,  provided that the Company shall not
surrender the Policy as long as the Employee is the owner of the policy,  except
as otherwise provided in paragraph 9(b) of this Agreement.  Each right under the
Policy shall be exercisable by the owner of the right without the consent of the
other party;  however,  if the Insurer shall require the  signatures of both the
Company and the Employee,  the parties  agree to co-sign any required  documents
and take all steps  necessary to permit the exercise of any such right under the
Policy.

         3.       Beneficiary Designation.

                  The Employee  shall cause the Policy to be endorsed to reflect
the following interests of the parties under this Agreement:

                 (a) The  Company,  or  any  successor,   will   be  the  direct
beneficiary  of an amount  equal to the total  amount  of  premiums  paid by the
Company which have not been repaid prior to death,  less any indebtedness to the
Insurer  created in favor of the Company in respect of the Policy.  Wherever the
term "premiums" is used in this Agreement,  it will include deposits made by the
Company  into the Premium  Deposit  Fund  described  in Exhibit B for payment of
future premiums as they become due.

                 (b) The  Employee, or  his  assignee,  will  have the  right to
designate  and  change  direct and  contingent  beneficiaries  of any  remaining
proceeds from the Policy,  and to elect and change any settlement  options under
the Policy for such beneficiaries.

         4.       Assignment of Employee's Interest.

                  Employee shall  collaterally  assign the Policy to the Company
as security for the repayment of premiums paid by the Company on the Policy. The
collateral assignment,  a copy of which is attached to this Agreement as Exhibit
C, will not be altered or changed  without  the consent of the  Company,  except
that the  Employee  may assign his  ownership  rights to a third  party,  to the
extent they exceed the  Company's  interest,  as provided in paragraph 2 of this
agreement.

         5.       Application of Dividends Under Policy.

                  The Policy as issued is non-participating  and, therefore,  no
dividends  are payable under the Policy.  However,  if at any time in the future
the Policy becomes  participating,  any dividend declared on the Policy shall be
applied to purchase  one-year  term  insurance on the life of the Employee in an
amount  equal to the cash value of the Policy (as that term is defined  therein)
as of the next  anniversary  of the Policy  Date.  If the  premium for such term
insurance is less than the amount of such dividend, the balance of such dividend
shall be used to reduce the premium  payable on the Policy.  If such dividend is
not adequate to purchase the specified  amount of one-year term insurance on the
life of the  Employee,  the entire  dividend  shall be applied to  purchase  the
maximum  amount  of term  insurance  on the life of the  Employee  which  can be
purchased  with such  dividend.  The parties  agree that the  dividend  election
provisions,  if any,  of the  Policy  shall  conform to the  provisions  of this
paragraph 5.

         6.       Payment of Premiums.

                  All  premium  payments  under  the  Policy  will  be  made  in
accordance with and subject to the following terms and conditions:

                  (a) The Company has paid or funded the  premiums for each year
that this Agreement is in force.

                  (b) The  Employee's  W-2 earnings will reflect the  Employee's
Share paid by the Company on behalf of the Employee in each year during the term
of this  Agreement.  The  Employee's  Share is the annual  cost of current  life
insurance protection on the life of the Employee,  calculated in accordance with
the lower of (i) the PS 58 value  set forth in  Revenue  Ruling  55-747  (or the
corresponding  applicable provisions of any future revenue ruling), and (ii) the
Insurer's current  published premium rate for annually  renewable term insurance
for standard risks for the excess of the current death benefit  allocable to the
Employee or his  beneficiary  or  beneficiaries  over the portion of the current
death benefit allocable to the Employer under paragraph 2.

                  (c) In the event of a change of  control  of the  Company,  as
defined  in  Exhibit  D,  followed  by a  material  diminution  of  the  duties,
compensation or employment  benefits of the Employee prior to the termination of
this Agreement,  the Company shall forthwith  prepay the balance of the premiums
due for the  remaining  term of the  Policy,  up to the  Employee's  sixty-sixth
birthday.

         7.       Payment of Death Benefit Under Policy.

                  (a) Upon the death of the Employee, the Company shall promptly
take all action  necessary to obtain payment of the death benefit provided under
the Policy.

                  (b) The Company shall have the unqualified  right to receive a
portion of such death  benefit equal to the total amount of the premiums paid by
the  Company  under this  Agreement  (reduced  by any  indebtedness  owed by the
Company against the Policy existing at the death of the Employee,  including any
interest due on such  indebtedness).  The balance,  if any, of the death benefit
provided  under  the  Policy  shall  be  paid  directly  to the  beneficiary  or
beneficiaries  designated  by the  Employee,  in the manner and in the amount or
amounts provided in the beneficiary  designation provision of the Policy, as the
same may have been  amended  from  time to time.  In no event  shall the  amount
payable to the Company  exceed the Policy  proceeds  payable at the death of the
Employee.  No amount shall be paid from such death benefit to the beneficiary or
beneficiaries  designated by the Employee  until the full amount due the Company
has been paid. The parties agree that the beneficiary  designation  provision of
the Policy shall conform to the provisions of this Agreement.

         8.       Termination of Agreement.

                  This  Agreement  shall  terminate,  without  notice,  upon the
occurrence  of any of the  earliest to occur of the  following  events:  (i) the
bankruptcy,  receivership  or dissolution of the Company;  or (ii) on January 2,
2008.

         9.       Disposition of Policy on Termination of Agreement.

                  (a) Upon termination of this Agreement other than by reason of
death of the  Employee,  the Employee  will have a period of one hundred  eighty
(180) days in which to pay the Company the sum of one hundred dollars  ($100.00)
for the Company's  interest in the Policy,  including the Company's  interest in
the Premium Deposit Fund. Upon receipt of such amount,  the Company will release
the collateral assignment of the Policy.

                  (b) If the Employee or his assignee fails to repay the Company
within the one hundred  eighty (180) day period  following  termination  of this
Agreement  pursuant to subparagraph 9(a), the Company may enforce any and all of
its rights under the collateral assignment of the Policy.

                  (c) In the event of the  prepayment  of the  premiums  for the
balance of the term of the Policy  pursuant to Section 6(c) above,  the Employee
may satisfy the  interest of the Company in the Policy  under this  Agreement by
payment to the Company of one dollar ($1.00).  Upon receipt of such payment, the
Company shall  cooperate  with the Employee in releasing the Company's  security
interest,  including execution and delivery of any document reasonably necessary
to evidence the release of such security interest.

         10.      Discharge of Insurer.

                  The Insurer  shall be fully  discharged  from its  obligations
under the Policy by payment of the Policy  death  benefit to the Company and the
other beneficiary or beneficiaries named in the Policy, subject to the terms and
conditions  of the  Policy  and its legal  endorsements.  In no event  shall the
Insurer be considered a party to this Agreement or any  subsequent  amendment or
modification  of this  Agreement.  No  provision of this  Agreement,  nor of any
modification  or amendment to this  Agreement,  shall in any way be construed as
enlarging,  changing,  varying or in any other way affecting the  obligations of
the  Insurer  as  expressly  provided  in  the  Policy,  except  insofar  as the
provisions of this  Agreement  are made a part of the Policy by the  beneficiary
designation  executed by the Company and filed with the Insurer  pursuant to the
provisions of this Agreement.

         11.      Employee's Right to Assign.

                  Notwithstanding  any other  provision of this Agreement to the
contrary, the Employee shall have the right to assign absolutely and irrevocably
by gift to any  assignee  all of his right,  title and  interest  in and to this
Agreement and to the Policy.

         12.      Named Fiduciary & Claims Procedure.

                  (a)  The  Employee  Benefits  Committee  of the  Company  (the
"Committee")  is hereby  designated as the named fiduciary under this Agreement.
The named fiduciary shall have authority to control and manage the operation and
administration  of this Agreement and shall be responsible for  establishing and
carrying out a funding policy and method  consistent with the objectives of this
Agreement.

                  (b) The  Committee  shall make all  determinations  concerning
rights to benefits under this Agreement. Any decision by the Committee denying a
claim by the Employee or his beneficiary for benefits under this Agreement shall
be in writing and delivered or mailed to the Employee or such beneficiary.  Such
decision  shall set forth the  specific  reasons for the denial,  written to the
best of the Committee's ability in a manner that may be understood without legal
or actuarial  counsel.  In  addition,  the  Committee  shall afford a reasonable
opportunity  to the Employee or such  beneficiary  for a full and fair review of
the decision denying such claim.

         13.      Amendment or Modification.

                  This Agreement may not be amended,  altered or modified except
by a written  instrument  of like  formality and effect signed by the parties or
their respective successors or assigns.

         14.      Binding Effect.

                  This Agreement  shall be binding upon and enure to the benefit
of the Company,  its successors and assigns,  and the Employee,  his successors,
assigns, heirs, executors, administrators and beneficiaries.

         15.      Notices.

                  Any  notice,  consent or demand  required or  permitted  to be
given under the terms of this Agreement  shall be in writing and shall be signed
by the party giving or making it. If such notice, consent or demand is mailed to
a party,  it shall be sent by United States  certified  mail,  postage  prepaid,
addressed to such party's  address set forth at the beginning of this  Agreement
or such other address as shall have been  designated by notice  pursuant to this
paragraph  15.  The date of  mailing  shall be  deemed  the date of the  notice,
consent or demand.

         16.      Governing Law.

                  This  Agreement and the rights and  obligations of the parties
shall be governed by and construed in  accordance  with the laws of the State of
Florida.

         17.      Miscellaneous.

                  (a) When used in this  Agreement,  the singular  shall include
the plural and the masculine shall include the feminine.

                  (b)  Headings for the separate  paragraphs  of this  Agreement
have been inserted  solely for convenience of reference and shall not constitute
a part of or affect the interpretation,  validity or effect of any provisions of
this Agreement.

                  (c) This Agreement contains the final,  exclusive and complete
expression of the  understanding of the Employee and the Company with respect to
the subject matter hereof, superseding any prior or contemporaneous agreement or
representation, oral or written, between them.

                  (d) The parties may execute this  Agreement  in  counterparts,
each of which will be deemed to be an original and all of which shall constitute
one and the same  instrument.  This Agreement shall become effective when one or
more counterparts have been signed by and delivered to each party.

                  (e) If any covenant or other  provision  of this  Agreement is
deemed to be contrary to law or  unenforceable,  that covenant or provision will
be   considered   severable   from  the   remainder  of  this   Agreement.   The
unenforceability  of any  such  covenant  or  provision  shall  not  affect  the
validity,  interpretation  or effect of the  remainder of this  Agreement or the
application of such covenant or provision to other circumstances not contrary to
law.

                  (f) Any action or right  belonging  to or required to be taken
by the Company, except any action required to be taken by the Committee,  may be
exercised  by  appropriate  action  of the  Company's  Board of  Directors,  the
Company's Chief Executive  Officer or President,  or by any other officer of the
Company  authorized to take such action by the Company's Chief Executive Officer
or President.

         IN WITNESS WHEREOF,  the parties have executed this Agreement effective
as of the day and year first written above.

                                                UNIROYAL TECHNOLOGY CORPORATION

ATTEST:

____________________                              By:___________________________

Its Secretary                                        Its Chairman


                                                 By:____________________________

                                                     Robert L. Soran


<PAGE>

                                                                EXHIBIT A

                      DESCRIPTION OF LIFE INSURANCE POLICY

Insurer:           Security Life of Denver

Insured & Owner:   Robert L. Soran

Policy Number:     1542025

Face Amount:       $630,000

Policy Date:       July 18, 1995









<PAGE>
                                                                EXHIBIT B


                    SECURITY LIFE OF DENVER INSURANCE COMPANY

              Non-Standard Premium Deposit Fund Supplement Contract

Policy #:                                    Policyowner:





This is a supplement  to the above policy  between the  policyowner  ("You") and
Security Life of Denver Insurance  Company  ("SLD").  The following terms govern
any deposit accepted by SLD.

You have requested to make a deposit to a Premium  Deposit Fund (the "Fund") for
the sole  purpose of paying  future  premiums as they become due.  The  attached
schedule  sets out:  (a) how many future  premiums you wish to pay; (b) the date
you wish to make the deposit; (c) the interest rate SLD will credit to your fund
(the "fund interest  rate");  and (d) the amount you must deposit for payment of
each future  premium.  The required  deposit will be the initial  balance of the
Fund.

If you agree to the  following  terms and  conditions,  including  the surrender
charge that may apply (see Withdrawal and Surrender,  below), sign this form and
send it to us along with the deposit.

This offer automatically ends if, prior to the deposit due date on the schedule,
SLD does not receive the signed  form,  the deposit and a completed  Form W-9 as
interest credited will be reported annually as income.  You must then make a new
request in order to make a deposit.

TERMS AND CONDITIONS:

The Fund  Balance:  The Fund balance is the deposit;  less premium paid from the
fund; plus interest on the Fund balance at the fund interest rate.

Payments of  Premiums:  On the premium due date,  the premium due set out in the
schedule will be paid from the Fund.  The Fund is not part of your cash value or
policy loan value.

Withdrawal and Surrender: You may withdraw the entire balance of the Fund at any
time.  If you do so, a  withdrawal  charge will be  imposed.  You may not make a
partial  withdrawal.  The amount of the withdrawal charge will be 5% of the Fund
balance  if the  period  during  which  the Fund is  scheduled  to make  premium
payments is less than nine years,  as  indicated  on the schedule on the back of
this  agreement.  The amount of the  withdrawal  charge  will be 10% of the Fund
balance  if the  period  during  which  the Fund is  scheduled  to make  premium
payments is nine years or longer,  as  indicated  on the schedule on the back of
this agreement.

A termination  of your policy by surrender  will  constitute a withdrawal of the
entire Fund and will  subject the entire  balance of the Fund to the  applicable
withdrawal charge stated above.

Changes: You cannot change the schedule without our written consent.

Death: At the death of the insured,  any remaining fund balance plus interest on
such remaining balance will be added to the policy's death proceeds.


Agreed to this ________ day of__________ , 2000


By:_______________________         By:__________________________________________

   Policy Owner                       Security Life of Denver Insurance Company









<PAGE>




       Schedule for Non-standard Premium Deposit Fund Supplement Contract

Policy #:    1542027                         Insured:

Policyowner:

                                    Required Deposit:

                                    Deposit Due Date:       4-4-00

                                  Fund Interest Rate:       5.68%

             Number of Premiums to be Paid from Fund:       11

                    First Premium to be Paid by Fund:       7-18-00

                                        Actual
 Premium       Fund        Capital      Interest/                  Ending
 Due Date     Balance      W/Drawn      Discount       Premium     Balance

03/21/2000
07/18/00
07/18/01
07/18/02
07/18/03
07/18/04
07/18/05
07/18/06
07/18/07
07/18/08
07/18/09
07/18/10




The required deposit is a prepayment of the premiums shown on this schedule.  We
do not  guarantee  that this  deposit will be  sufficient  to keep the policy in
force.



Agreed to this_________ day of ________, 2000




By:___________________            By: __________________________________________

   Policy Owner                       Security Life of Denver insurance Company






<PAGE>

                                                                EXHIBIT C


                              COLLATERAL ASSIGNMENT

                            OF LIFE INSURANCE POLICY

  The following life insurance policy (the "Policy") is subject to the terms and
conditions of the attached Split-Dollar Insurance Agreement:

  Insurer:      Security Life of Denver

  Insured:      Robert L. Soran

  Policy No.:   1542025

  Face Amount:  Six Hundred Thirty Thousand Dollars ($630,000)

  Policy Date:  July 18, 1995

  Owner:        Robert L. Soran





                                           By:_____________________

                                              Robert L. Soran


<PAGE>

                                                                EXHIBIT D



                                CHANGE OF CONTROL

  For purposes of Section 6(c) of this Agreement, a "change in control" shall be
deemed to have occurred if the  conditions set forth in any one of the following
paragraphs shall have been satisfied:

  (A) Any Person is or becomes the "beneficial owner" within the meaning of Rule
13d-3 under the Securities  Exchange Act of 1934 (the "Exchange Act"),  directly
or  indirectly,  of  securities of the Company  representing  30% or more of the
combined voting power of the Company's then outstanding securities; or

  (B)  During  any  period  of two  consecutive  years,  individuals  who at the
beginning of such period constitute the Board and any new director (other than a
director  designated  by a Person who has  entered  into an  agreement  with the
Company to effect a transaction  described in paragraphs (A), (C) or (D) of this
Exhibit  D) whose  election  by the  Board or  nomination  for  election  by the
Company's  stockholders  was approved by a vote of at least  two-thirds (2/3) of
the directors then still in office who either were directors at the beginning of
the period or whose  election or  nomination  for  election  was  previously  so
approved  (other than approval given in connection  with an actual or threatened
proxy or  election  contest)  cease for any  reason  to  constitute  a  majority
thereof; or

  (C) The  stockholders of the Company approve a merger or  consolidation of the
Company  with any other  corporation,  other than (i) a merger or  consolidation
which  would  result  in  the  voting  securities  of  the  Company  outstanding
immediately  prior  thereto  continuing  to  represent  (either by  remaining or
outstanding or by being converted into voting securities of the surviving entity
or parent  entity),  in  combination  with the ownership of any trustee or other
fiduciary holding  securities under an employee benefit plan of the Company,  at
least 50% of the combined  voting power of the voting  securities of the Company
or such surviving entity (or parent entity)  outstanding  immediately after such
merger or consolidation, or (ii) a merger or consolidation effected to implement
a  recapitalization  of the Company (or similar  transaction) in which no Person
acquires  more  than 30% of the  combined  voting  power of the  Company's  then
outstanding securities; or

  (D) The shareholders of the Company approve a plan of complete  liquidation of
the Company or an agreement for the sale or disposition by the Company of all or
substantially  all of the Company's assets (or any transaction  having a similar
effect).

  For the purpose of the foregoing definition,  "Persons" shall have the meaning
given in Section  3(a)(9) of the Exchange  Act, as modified and used in Sections
13(d) and 14(d) thereof;  however, a Person shall not include (i) the Company or
any of its subsidiaries,  (ii) a trustee or other fiduciary  holding  securities
under an employee benefit plan of the Company or any of its subsidiaries,  (iii)
an underwriter  temporarily  holding securities  pursuant to an offering of such
securities,  or  (iv)  a  corporation  owned,  directly  or  indirectly,  by the
stockholders  of the  Company in  substantially  the same  proportions  as their
ownership of stock of the Company.
</TEXT>
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