30
                           UNITED STATES
                SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C. 20549
                             FORM 10-K
(Mark One)
(X)          ANNUAL REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE
                  SECURITIES EXCHANGE ACT OF 1934
            For the fiscal year ended December 31, 2001
                                OR
(  )          TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE
                  SECURITIES EXCHANGE ACT OF 1934

    For the transition period from ____________ TO ____________

                   Commission File Number 1-5005

                   SELAS CORPORATION OF AMERICA
      (Exact name of registrant as specified in its charter)

           Pennsylvania______________
23-1069060
  (State or other jurisdiction of              (IRS Employer
                                        Identification No.)
 Incorporation or organization)

         Dresher, Pennsylvania                     19025
(Address of principal executive office)          (Zip Code)

Registrant's telephone number, including area code   (215) 646-6600

Securities registered pursuant to Section 12(b) of the Act:
                                          Name of each exchange on
          Title of each class__________      which registered_____
Common Shares, $1 par value per share     American Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:   None

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.  Yes X  No __

Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of registrant's knowledge,
in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this
Form 10-K.       (X)

The aggregate market value, as of April 12, 2002, of the voting
stock held by non-affiliates of the registrant was  approximately
$12,798,035 (Aggregate market value is estimated solely for the
purposes of this report and shall not be construed as an
admission for the purposes of determining affiliate status.)

At April 12, 2002, there were 5,119,214 of the Company's common
shares outstanding (exclusive of treasury shares).

                DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Company's 2001 annual report to shareholders are
incorporated by reference into Part II of this report.  Portions
of the Company's proxy statement for the 2002 annual meeting of
shareholders are incorporated by reference into Part III of this
report.  Except for the parts of such documents that have been
specifically incorporated herein by reference, such documents
shall not be deemed "filed" for the purposes of this report.



                              PART I

ITEM 1.  Business

Selas Corporation of America (together with its subsidiaries,
unless the context otherwise requires, referred to herein as the
"Company",) was incorporated in Pennsylvania in 1930.  The
Company is a diversified firm with international operations and
sales that engages in a range of products.  The Company,
headquartered in Dresher, Pennsylvania with subsidiaries in
Minnesota, Ohio, California, England, France, Germany, Italy,
Japan, Portugal and Singapore, operates directly or through
subsidiaries in three business segments.

Under the Selas TM name, the Heat Technology segment designs and
manufactures specialized industrial heat technology systems and
equipment for steel, glass and other manufacturers worldwide.
The Company's Precision Miniature Medical and Electronic Products
segment designs and manufactures microminiature components,
systems and molded plastic parts primarily for the hearing
instrument manufacturing industry and also for the electronics,
telecommunications, computer and medical equipment industries.
The Company's Tire Holders, Lifts and Related Products segment
manufactures products, primarily based on cable winch designs,
for use as original equipment by the pick-up truck and minivan
segment of the automotive industry.

Financial data relating to industry segments, geographical
summary of assets and operations, export sales and major
customers are set forth in Note 5 of the Company's consolidated
financial statements.

In the fourth quarter of 2001, the Company initiated its plan to
dispose of the Companys primary large custom-engineered furnace
business, Selas SAS (Paris), along with two other closely related
subsidiaries, Selas Italiana, S.r.L. (Milan) and Selas U.K.
(Derbyshire).  These subsidiaries form the Companys large
custom-engineered furnaces division whose products are used
primarily in the steel and glass industries worldwide.  The
furnaces engineered by this division are custom-engineered to
meet customer specific requirements.  These subsidiaries
generated approximately $15.6 million and $27.3 million of
revenue and a loss from discontinued operations of $5.3 million
and $69,000 in 2001 and 2000, respectively.  The Company has
accounted for the plan to dispose of the subsidiaries as a
discontinued operation and, accordingly, has reclassified the
historical financial data of these subsidiaries.  See further
information in note 2 to the consolidated financial statements.

                          HEAT TECHNOLOGY

The Company specializes in the controlled application of heat to
achieve precise process and temperature control.  The Company's
principal heat technology equipment and systems are smaller
standard-engineered systems, burners and combustion control
equipment, (continuing operations) and large custom-engineered
furnaces (discontinued operations).


CONTINUING OPERATIONS

STANDARD-ENGINEERED SYSTEMS, BURNERS AND COMBUSTION CONTROL
EQUIPMENT.

Standard Engineered Systems.  The Company engineers and
fabricates a variety of small heat treating furnaces and heat
processing equipment.  This standard equipment and small-furnace
business is conducted principally by its wholly-owned
subsidiaries in Europe, CFR (Paris), Ermat S.A. (Lyon) and CFR
Portugal (Leiria).  These companies typically engineer and design
atmosphere-controlled batch and continuous furnaces that are used
for heat treating both ferrous and non-ferrous metals and
glassware.  Its continuous heat treating systems include not only
the hardening and tempering furnaces central to the systems, but
also the ancillary loading, quenching and washing equipment.

The Company also manufactures non-atmosphere-controlled
batch-type furnaces in a variety of designs.  These batch
furnaces are supplied to customers with a need for the precise,
accurately controlled application of heat to their products.

The Companys standard systems also include automatic brazing and
soldering systems used in the assembly of radiators, air
conditioner coils and electrical appliances.  The precise
application of heat in these systems improves a customers
product quality and uniformity while reducing production costs.
The Company also produces the fuel mixing and monitoring systems,
burners and product handling equipment necessary for these
systems.

The Company also produces custom designed barrel furnaces used
primarily to heat treat long metal parts, and also products
specialized glass lehrs for heating glass products.  Other
furnaces are designed to harden and etch glass and ceramic
tableware.

Burners and Combustion Control Equipment.  At its Dresher,
Pennsylvania facility and through its subsidiaries in Europe,
Selas Waermetechnik (Ratingen) and Japan, Nippon Selas (Tokyo),
the Company designs, manufactures and sells an array of original
equipment and replacement gas-fired industrial burners for many
applications.

The Company is a producer of burners used in fluid processing
furnaces serving the petrochemical industry.  One type of fluid
processing burner is capable of minimizing the emission of oxides
of nitrogen as combustion products.  As many jurisdictions reduce
the permissible level of emissions of these compounds, the
Company believes that the demand for  low Nox  burners will
increase.  The Company also produces burners suitable for
creating a high temperature furnace environment desirable in
steel and glass heat treating furnaces.  The Companys burners
accommodate a wide variety of fuel types, environmental
constraints and customer production requirements.

The Company furnishes many industries with gas combustion control
equipment sold both as component parts and as systems that have
been engineered to meet a particular customers needs.  This
equipment is provided with the Companys original
custom-engineered and standard heat treating equipment, as
replacement or additional components for existing furnaces being
refurbished or upgraded, and as original components for heat
treating equipment manufactured by others.  The components of the
combustion control systems include mixing valves capable of
mixing gas and air and controlling the air/gas ratio, pressure
and total flow of the mixed gases.  The Company also produces its
Qual-O-RimeterTM automated monitoring and control device used in
conjunction with its mixing valves to maintain precise, uniform
heat release and flame shape, despite fluctuations in fuel mix
and quality, air temperature and humidity.

Additional combustion control products include Flo-ScopeTM flow
meters, which measure the rate of flow of gases, and automatic
fire checks and automatic blowouts, which arrest flame and
pressure resulting from backfire from the burners into the pipe
line.

Marketing and Competition.  The Company markets its
standard-engineered systems products on a global basis through
its sales and marketing personnel located in Dresher,
Pennsylvania, and also sells these products through licensees and
agents located in various parts of the world.  Although the
Company competes for orders for such products with many other
manufacturers, some of which are larger and have greater
financial resources, the Company believes that its reputation and
its high standard for quality allow it to compete effectively
with other manufacturers.

Operations.  At its CFR and Ermat businesses in France and
Portugal, the Company employs approximately 103 people of whom 14
are administrative personnel, 27 are fabrication and 62 are
sales, engineering and operations personnel.  Its Selas
Waermetechnik subsidiary in Germany employs 6 people of whom 1 is
administrative personnel and 5 are sales and engineering.  At its
Dresher facility, the Company employs approximately 52 persons,
of whom 13 are executive and administrative personnel, 12 are
sales and engineering personnel and 27 are personnel engaged in
manufacturing.  The hourly personnel are represented by a union,
and the current union contract expires May, 2004.  The Company
considers its relations with its employees to be satisfactory.

In April, 2001, the Company sold a minority interest of Nippon
Selas to three directors of Nippon Selas.  Its Tokyo facility
employs 13 people; 4 administrative and 9 sales and engineering.

The principal components used in the Company's heat processing
equipment and other products are steel, special castings
(including high-alloy materials), electrical and electronic
controls and materials handling equipment.  These items are
available from a wide range of independent suppliers.

Research and Development.  The Company conducts research and
development activities at its Dresher facility to support its
heat processing services and products.  The Company's research
efforts are designed to develop new products and technology as
well as to improve existing products and technology.  The Company
also conducts research on behalf of particular customers in
connection with customers' unusual process needs.  Research and
development expenditures for heat processing aggregated $33,000,
$31,000 and $38,000 in 2001, 2000 and 1999, respectively.

It is the Company's policy to apply for domestic and foreign
patents on those inventions and improvements which it considers
significant and which are likely to be incorporated in its
products.  It owns a number of United States and foreign
patents.  It is licensed under patents owned by others and has
granted licenses to others on a fee basis.  The Company believes
that, although these patents collectively are valuable, no one
patent or group of patents is of material importance to its
business as a whole.

DISCONTINUED OPERATIONS

LARGE CUSTOM-ENGINEERED FURNACES

Products and Industries Served.  The Company designs specialized
furnaces for use primarily in the steel and glass industries
worldwide.  The furnaces are  engineered to subject a customer's
products to carefully controlled heating and cooling processes in
order to improve the physical characteristics of those products.
Each furnace is custom-engineered by the Company to meet
customer's specific requirements.  The Company believes that the
Selas TM name, its reputation for quality and its leadership in
the design and engineering of direct gas-fired heat processing
furnaces are important factors in its business.  The Company also
offers gas-fired radiant tube and electric heating technology for
heat processing furnaces.

The Company's custom-engineered systems for the steel industry
include continuous annealing furnaces and continuous galvanizing
furnaces.  Continuous annealing furnaces are used to heat-treat
semi-finished steel sheet and strip to soften it to improve the
ductility of the steel, thereby making it suitable for use in the
manufacture of automobiles, appliances and other items.
Continuous galvanizing furnaces consist of continuous annealing
furnaces plus the components used to apply a zinc coating to
steel strip to improve its resistance to corrosion.

The Company's furnaces for the glass industry are used for the
tempering, bending and etching of glass.  The glass tempering
process toughens glass plate through a controlled process of
heating and cooling.  Glass manufacturers use the Company's glass
bending furnaces to heat and bend plate glass for automotive and
architectural uses.

From time to time, the Company also designs various other
specialized furnaces for use by manufacturers in a variety of
industries to suit particular process requirements.  For example,
over the years the Company has engineered large barrel line
furnaces used for the continuous heat treatment of steel pipe,
tube or bar.

Marketing and Competition.  The Company markets its
custom-engineered furnaces on a global basis.  Marketing
personnel are located at the Company's offices in Paris,
Derbyshire and Milan.  Over the years, the Company has installed
custom-engineered systems in Europe, North America, South
America, Asia, Australia and Africa.  In a particular period, a
single contract may account for a large percentage of sales, but
the Company is not dependent on any custom-engineered systems
customer on an ongoing basis.

Company engineering and marketing personnel maintain contact with
potential major steel and glass customers to determine their
needs for new furnaces, typically for expansion or new
technology.  The Company's furnaces have long useful lives, and
replacement business is not a major factor in sales of
custom-engineered systems.  The Company has and continues to
perform modifications to older existing furnaces to improve
production quantities, along with quality of the end product.

The Company also markets its products and services through agents
and licensees located in various parts of the world.  Typically,
the Company's license agreements provide that the licensee will
act as the Company's sales agent in a particular territory, is
granted a license to utilize the Company's heat processing
technology in that territory, and is granted the right to utilize
technical services provided by the Company.  In exchange, the
Company receives certain fees when the licensee sells the
Company's products or services in the territory.

Over the years, Japanese steel producers have aligned themselves
in semi-exclusive relationships with furnace manufacturers.  For
a number of years, the Company has licensed direct fired furnace
technology to NKK Corporation, the second largest steel producer
in Japan.

Furnaces for continuous galvanizing and annealing lines generally
utilize either direct fired or radiant tube technology.  The
Company is the market leader for furnaces based on direct fired
technology, and also sells furnaces of the radiant tube design
utilized primarily by its competitors.  Some of the Company's
competitors are larger and have greater financial resources.  In
recent years, the Company has faced increased competition from
competitors supplying smaller, less sophisticated steel lines.
These competitors do not generally offer custom engineering on a
par with the Company, but have been willing to offer a more
standardized and less sophisticated furnace for a lower price.

Operations.  The Company's large custom-engineered furnace
business is conducted principally by its wholly-owned
subsidiaries, Selas (SAS) (Paris),  Selas Italiana, S.r.L.
(Milan) and Selas U.K. (Derbyshire).  These subsidiaries
currently employ approximately 68 persons, of whom 11 are
administrative personnel, and 57 are sales, engineering and
operations personnel.

On large-scale projects, such as a continuous steel strip
annealing or galvanizing line, the customer frequently contracts
for the entire line on a turnkey basis with an engineering and
construction firm specializing in line terminal equipment, and
the Company acts as a subcontractor for the design, engineering,
supply of material and installation of the furnace portion of the
line, or, alternatively, as a subcontractor only for design and
engineering.  When the Company provides only design and
engineering services, the prime contractor handles the
fabrication and erection of the furnace.  With the exception of
certain proprietary parts, the Company does not manufacture the
components used in such systems.

The Company's large custom-engineered furnace business is
historically cyclical in nature.

        PRECISION MINIATURE MEDICAL AND ELECTRONIC PRODUCTS

Resistance Technology, Inc. ("RTI"), a wholly-owned subsidiary,
manufactures microminiature components, systems and molded
plastic parts for hearing instrument manufacturers and the
medical equipment, electronics, telecommunications and computer
industries.  RTI Electronics, Inc. ("RTIE"), formed in 1997, has
expanded RTI's microminiature components business through the
manufacture of electrical resistors known as thermistors and film
capacitors.

Products and Industries Serviced.  RTI is a leading manufacturer
and supplier of microminiature electromechanical components to
hearing instrument manufacturers.  These components consist of
volume controls, trimmer potentiometers and switches.  RTI also
manufactures hybrid amplifiers and integrated circuit components
("hybrid amplifiers"), along with faceplates for in-the-ear and
in-the-canal hearing instruments.  Components are offered in a
variety of sizes, colors and capacities in order to accommodate a
hearing manufacturer's individualized specifications.  Sales to
hearing instrument manufacturers represented approximately 73% of
2001 annual net sales for the Company's precision miniature
medical and electronic products business.

Hearing instruments, which fit behind or in a person's ear to
amplify and process sound for a hearing impaired person,
generally are composed of four basic parts and several
supplemental components for control or fitting purposes.  The
four basic parts are microphones, amplifier circuits, miniature
receivers/speakers and batteries.  RTI's hybrid amplifiers are a
type of amplifier circuit.  Supplemental components include
volume controls, trimmer potentiometers, which shape sound
frequencies to respond to the particular nature of a person's
hearing loss, and switches used to turn the instrument on and off
and to go from telephone to normal speech modes.  Faceplates and
an ear shell molded to fit the user's ear often serve as a
housing for hearing instruments.

The potential range of applications for RTI's molded plastic
parts is broad.  RTI has produced intravenous flow restrictors
for a medical instruments manufacturer and cellular telephone
battery sockets for a telecommunications equipment manufacturer.
Sales by RTI to industries other than the hearing instrument
industry represented approximately 9% of 2001 annual net sales
for the Company's precision miniature medical and electronic
products business.

RTI manufactures its components on a short lead-time basis in
order to supply "just-in-time" delivery to its customers.  Due to
the short lead-time, the Company does not include orders from
RTI's customers in its published backlog figures.

RTIE manufactures and sells thermistors and thermistor
assemblies, which are solid state devices that produce precise
changes in electrical resistance as a function of any change in
absolute body temperature.  RTIE's Surge-Gard TM product line, an
inrush current limiting device used primarily in computer power
supplies represents approximately 50% of RTIE's sales.  The
balance of sales represent various industrial, commercial and
military sales for thermistor and thermistor assemblies to
domestic and international markets.

RTI's and RTIE's principal raw materials are plastics, polymers,
metals, various metal oxide powders and silver paste, for which
there are multiple sources of supply.

In order to enhance its product line offering, RTI made several
strategic acquisitions in 1998.  These acquisitions bolster RTI's
and RTIE's precision miniature mechanical and electronic products.

On May 27, 1998, RTI Electronics acquired the stock of IMB
Electronics Products, Inc., a manufacturer of film capacitors,
which are energy storage devices used primarily to resist changes
in voltage.  The film capacitor business represents a product
line addition for the power and computer industries which RTIE
serves.  Effective January 1, 1999, IMB Electronics Products,
Inc. was merged into RTIE.

In October, 1998, the Company acquired a product manufacturing
line from Lectret which was newly formed as RTI Technologies PTE
LTD.  In January, 2001, the Company acquired the stock of
Lectret, a Singapore manufacturer of microphone capsules.   The
acquisitions expand RTI's product capability in the hearing
health market by adding a microphone product line.

Certain information regarding the acquisition of RTI Technologies
PTE LTD business is set forth in note 3 to the Company's
Consolidated Financial Statements.

Marketing and Competition.  RTI  sells its hearing instrument
components directly to domestic hearing instrument manufacturers
through an internal sales force.  Sales of microphone products
and of molded plastic parts to industries other than hearing
instrument manufacturers are made through a combination of
independent sales representatives and internal sales force.  In
recent years, three companies have accounted for a substantial
portion of the U.S. hearing instrument sales.  In 2001, these
three customers accounted for approximately 26% of RTI's net
sales.

Internationally, sales representatives employed by Resistance
Technology, GmbH ("RT, GmbH"), a German company 90% of whose
capital is owned by RTI, solicit sales from European hearing
instrument manufacturers and facilitate sales with Japanese and
Australian hearing instrument markets.

RTI believes that it is the largest supplier worldwide of
microminiature electromechanical components to hearing instrument
manufacturers and that its full product line and automated
manufacturing process allow it to compete effectively with other
manufacturers with respect to these products.

In the market of hybrid amplifiers and molded plastic faceplates,
RTI's primary competition is from the hearing instrument
manufacturers themselves.  The hearing instrument manufacturers
produce a substantial portion of their internal needs for these
components.

RTI markets its microphone products to the radio communication
and professional audio industries and has several competitors who
are larger and have greater financial resources.  RTI holds a
small market share in the global market for microphone capsules
and other related products.

RTIE sells its thermistors and film capacitors through a
combination of independent sales representatives and internal
sales force.

RTIE has many competitors, both domestic and foreign, that sell
various thermistor and film capacitors and some of these
competitors are larger and have greater financial resources.  In
addition, RTIE holds a relatively small market share in the
world-market of thermistor and film capacitor products.

Operations.  RTI currently employs 225 people, of whom 52 are
executive and administrative personnel and 173 are sales,
engineering and operations personnel at RTI's two facilities near
Minneapolis, Minnesota.  A small number of sales personnel
employed by RT, GmbH are located in Munich, Germany and RTI
Technologies employs 100 people at its Singapore location.

At its facilities in Anaheim, California, RTIE employs 88
full-time employees, of which 5 are administrative and 83 are
sales and operations personnel.

As a supplier of parts for consumer and medical products, RTI is
subject to claims for personal injuries allegedly caused by its
products.  The Company maintains what it believes to be adequate
insurance coverage.

Research and Development.  RTI and RTIE conduct research and
development activities primarily to improve its existing products
and technology.  Their research and development expenditures were
$1,237,000, $899,000 and  $964,000 in 2001, 2000 and 1999,
respectively.

RTI owns a number of United States patents which cover a number
of product designs and processes.  The Company believes that,
although these patents collectively add some value to the
Company, no one patent or group of patents is of material
importance to its business as a whole.


             TIRE HOLDERS, LIFTS AND RELATED PRODUCTS

Deuer Manufacturing, Inc. ("Deuer"), a wholly-owned subsidiary,
manufactures tire holders, lifts, and other related products
based principally on cable winch designs.

Products and Industries Served.  Deuer is a leading supplier of
spare tire holders used on light trucks and mini-vans
manufactured by the major domestic automotive manufacturers.
Deuer's spare tire holder holds the spare tire to the underbody
of the vehicle by means of a steel cable running to the underside
of the vehicle's frame.  One end of the steel cable is attached
to a hub placed through the center of the spare tire's rim, and
the other end is attached to a hand-operated winch mounted at an
accessible location on the vehicle.  The spare tire holding
system permits the spare tire to be stored in a remote location
and to be easily removed without the need to crawl under the
vehicle.  During 2001, sales of spare tire holders accounted for
approximately 93% of Deuers net sales.

Deuer also produces a variety of hand-operated hoist-pullers,
using primarily a cable winch design, sold under the Mini-MuleTM
brand name.  These products, which retail from $30 to $60, are
portable hand winches designed for a variety of uses, such as
pulling objects, rigging loads and installing fencing.  Deuer
furnishes these hoist-pullers in a variety of sizes and
capacities.  It also manufactures accessories for use with the
products, including slings, clamps, blocks and gantries.

Deuer manufactures products on a short lead time basis in order
to furnish "just-in-time" delivery to its automotive customers.
Because of the substantial variances between manufacturers'
estimated and actual requirements, the Company does not include
blanket order commitments from automotive manufacturers in its
published backlog figures.

Marketing and Competition.  Deuer sells its spare tire holders
directly to domestic automotive manufacturers.  Deuer's spare
tire holders are sold to Chrysler Corporation, General Motors,
Toyota, Ford Motor Company, New United Motor Manufacturing, Inc.
and Mobile Home Manufactures.  The design and quality of Deuer's
spare tire holders have been recognized by its major customers.
The Company sells its hoist-pullers through a network of
distributors as well as directly to some large retail outlets.

Deuer is one of several suppliers of spare tire holders to
domestic mini-van and light truck manufacturers.  Some of Deuer's
competitors are larger and have greater financial resources.  The
Company believes that price and Deuer's reputation for quality
and reliability of delivery are important factors in competition
for business from the domestic automotive manufacturers.  A
number of other domestic and foreign manufacturers sell
hoist-pullers to the retail market, and Deuer's share of this
market is relatively small.

Operations.  At its Dayton facility, Deuer employs 15 executive
and administrative personnel and approximately 140 manufacturing
employees.  Some of the manufacturing employees are represented
by a union, and the current union contract expires in October,
2002.  Deuer considers its relations with its employees to be
satisfactory.

Deuer's principal raw material is coil rolled steel and metal
cable which is widely available.  Deuer also conducts research
and development activities which consist of the development of
new products and technology and the modification of existing
products.  Deuer's research and development expenditures
aggregated $252,000, $252,000 and $258,000 in 2001, 2000 and
1999, respectively.

As a consumer products manufacturer, Deuer is subject to claims
for personal injuries allegedly caused by its products.  The
Company maintains what it believes to be adequate insurance
coverage.

ITEM 2.  Properties

Continuing Operations

The Company owns the manufacturing facility in Dresher,
Pennsylvania in which its standard-engineered systems, burners
and combustion control equipment are produced.  The Company's
headquarters are located on the same 17 acre site.  The 136,000
square foot Dresher facility has more space than is currently
needed for the Company's operations and headquarters, and the
Company is seeking to lease all or a portion of the excess office
and manufacturing space to a suitable tenant.  This property is
subject to a mortgage.  See note 9 of the Company's consolidated
financial statements.

RTI leases a 47,000 sq. ft. manufacturing facility in Arden
Hills, Minnesota from a partnership consisting of two former
officers of RTI and Mark S. Gorder who serves as an officer of
the Company and RTI and on the Company's Board of Directors.  At
this facility, RTI manufactures all of its products other than
plastic component parts.  The lease expires in October, 2003,
with two successive 5-year renewal options.

In addition, RTI owns, subject to a mortgage from a third party
lender, a 34,000 sq. ft. building in Vadnais Heights, Minnesota
at which RTI produces plastic component parts.  (See notes 9, 18
and 19 of the Company's consolidated financial statements.)

RTIE leases a building in Anaheim, California, which contains its
manufacturing facilities and offices and consists of a total of
50,000 square feet.  The lease expires September, 2008.

Deuer owns its 92,000 square foot manufacturing facility located
on 6.5 acres in Dayton, Ohio, where it produces its spare tire
holders and hoist-pullers.  The facility is furnished with a
variety of steel fabrication equipment, including punch presses,
drill presses, screw machines, grinders, borers, lathes and
welders.  This property is subject to a mortgage.  See note 9 of
the Company's consolidated financial statements.

Selas Waermetechnik GmbH, the Companys German subsidiary, leases
facilities in Ratingen, Germany which are used for sales,
administrative and engineering activities and assembly of small
furnaces and furnace components, with the lease expiring October,
2008.  Resistance Technology, GmbH, leases office space in
Munich, Germany which are used for sales, administrative and
engineering activities and assembly of small furnaces and furnace
components, with the lease expiring October, 2008.  Resistance
Technology, GmbH, leases office space in Munich, Germany for its
sales personnel with the lease expiring in July, 2007.

CFR leases facilities in Paris and Maisse, both in France.  The
facilities in Paris house engineering, sales and administrative
operations and has 10,000 square feet.  The Maisse facility is
40,000 square feet and houses CFR's fabrication and assembly
operations. The Paris lease expires January, 2003 and the Maisse
lease expires February, 2004, each with three-year optional
renewal terms.  Ermat leases a building in Lyon, France with
sales and administrative facilities which expires June, 2007.
CFR Portugal leases a building in Leiria, Portugal which houses
its fabrication facilities and administrative offices.  The lease
expires in 2003.


RTI Technologies PTE LTD leases a building in Singapore which
houses its production facilities and administrative offices.  The
building contains 6,000 square feet and its lease expires June,
2004, with a three-year renewal option.  Nippon Selas leases
office space in Tokyo, Japan for its sales and administrative
facilities.  The lease expires in June, 2002 and the Company
expects to be able to renew the lease.

Discontinued Operations

Selas (SAS) owns the land and building which houses its
engineering, sales and administrative operations in
Gennevilliers, France (outside of Paris).  The land under the
building is owned by Selas (SAS) and the property outside of the
building is jointly owned by the building owners in the office
complex.  The building has 22,000 square feet.  This property is
subject to a mortgage.  See note 9 of the Company's consolidated
financial statements.

Selas Italiana S.r.L., the Company's Italian subsidiary and Selas
UK, the Company's United Kingdom subsidiary, lease facilities in
Milan, Italy and Derbyshire, UK, respectively.  The Milan and
Derbyshire facilities are comprised of engineering, sales and
administrative offices with the leases expiring in February, 2007
and a month to month basis, respectively.





ITEM 3.  Legal Proceedings

 The Company is a defendant along with a number of other parties
 in approximately 253 lawsuits as of December 31, 2001
 (approximately 100 as of December 31, 2000) alleging that
 plaintiffs have or may have contracted asbestos-related diseases
 as a result of exposure to asbestos products or equipment
 containing asbestos sold by one or more named defendants.  Due to
 the noninformative nature of the complaints, the Company does not
 know whether any of the complaints state valid claims against the
 Company.  The lead insurance carrier has informed the Company
 that the primary policy for the period July 1, 1972   July 1,
 1975 has been exhausted and that the lead carrier will no longer
 provide a defense under that policy.  The Company has requested
 that the lead carrier substantiate this situation.  The Company
 has contacted representatives of the Companys excess insurance
 carrier for some or all of this period.  The Company does not
 believe that the asserted exhaustion of the primary insurance
 coverage for this period will have a material adverse effect on
 the financial condition, liquidity, or results of operations of
 the Company.  Management is of the opinion that the number of
 insurance carriers involved in the defense of the suits and the
 significant number of policy years and policy limits to which
 these insurance carriers are insuring the Company make the
 ultimate disposition of these lawsuits not material to the
 Companys consolidated financial position or results of
 operations.

 The Company is also involved in other lawsuits arising in the
 normal course of business.  While it is not possible to predict
 with certainty the outcome of these matters, management is of the
 opinion that the disposition of these lawsuits and claims will
 not materially affect the Companys consolidated financial
 position, liquidity, or results of operations.

ITEM 4.  Submission of Matters to a Vote of Security Holders

None




ITEM 4A.  Executive Officers of the Company

The names, ages and offices (as of February 25, 2002) of the
Company's officers were as follows:

        Name            Age               Office

Mark S. Gorder          55       President and Chief Executive
Officer
                                 and President of Resistance
Technology,
                                 Inc.; Director of the Company

Christian Bailliart     53       Vice President and
Chairman-Director
                                 Generale of Selas (SAS)

James C. Deuer          73       Vice President and President of
Deuer
                                 Manufacturing, Inc.

Francis A. Toczylowski  51       Vice President, Treasurer and
Secretary

Mr. Gorder joined the Company October 20, 1993 when Resistance
Technology, Inc. (RTI) was acquired.  Prior to the acquisition,
Mr. Gorder was President and one of the founders of RTI, which
began operations in 1977.  Mr. Gorder was promoted to Vice
President of the Company and elected to the Board of Directors in
1996.  In 2000 he was elected President and Chief Operating
Officer and in April, 2001, Mr. Gorder assumed the role of Chief
Executive Officer.  Mr. Bailliart joined Selas (SAS) in 1974 and
in 1989 he was promoted to Chairman-Director Generale of Selas
(SAS) from Vice President, Treasurer.  On January 1, 1993, he was
elected Vice President of the Company.  Mr. Deuer joined the
Company as President of Deuer Manufacturing when it was acquired
in May, 1986 and was promoted to Vice President of the Company
and President of Deuer Manufacturing in December, 1990.  From
1965 to 1986 he was President of Deuer Manufacturing.  Mr.
Toczylowski joined the Company in 1981 and has held several
positions in the accounting and finance area, most recently as
Corporate Controller.  In December, 1998, he was elected Vice
President and Treasurer and in November, 2001 was elected
Secretary of the Company.





                              PART II

ITEM 5.  Market for Registrant's Common Equity and Related
Stockholder Matters

The Company's common shares are listed on the American Stock
Exchange.  The high and low sale prices during each quarterly
period during the past two years were as follows:

Market and Dividend Information

                       2001                     2000
                  ----------------        -----------------
                      Market                   Market
                    Price Range             Price Range
                  ----------------        -----------------

Quarter            High     Low            High     Low
  First  . . . .  $4.000   $3.100         $6.750   $4.875
  Second . . . .   4.750    3.300          7.625    5.250
  Third  . . . .   4.500    2.850          7.500    4.625
  Fourth . . . .   3.600    2.000          5.937    2.750

At February 7, 2002 the Company had 413 shareholders of record.

                         2001        2000        1999
Dividends per share:
  First Quarter . . .   $.045       $.045       $.045
  Second Quarter. . .    .045        .045        .045
  Third Quarter . . .    .045        .045        .045
  Fourth Quarter. . .    .000        .045        .045

The payment of any future dividends is subject to the discretion
of the Board of Directors and is dependent on a number of
factors, including the Companys capital requirements, financial
condition, financial covenants and cash availability.

ITEM 6.  Selected Financial Data

Certain selected financial data is incorporated by reference to
"Selas Corporation of America Five-Year Summary of Operations",
page 4, and "Other Financial Highlights", page 5, of the
Company's 2001 annual report to shareholders.

ITEM 7.  Management's Discussion and Analysis of Financial
Condition and
         Results of Operations

Management's Discussion and analysis is incorporated by reference
to page 6 through 12 of the Company's 2001 annual report to
shareholders.

Forward-Looking and Cautionary Statements.  Certain statements
herein that include forward-looking terminology such as "may",
"will", "should", "expect", "anticipate", "estimate", "plan" or
"continue" or the negative thereof or other variations thereon
are, or could be deemed to be, "forward-looking statements"
within the meaning of Section 27A of the Securities Act of 1933,
as amended, and Section 21E of the Securities Exchange Act of
1934, as amended.  These forward-looking statements are affected
by known and unknown risks, uncertainties and other factors that
may cause the Company's actual results, performance or
achievements to differ materially from the results, performance
and achievements expressed or implied in the Company's
forward-looking statements.  These risks, uncertainties and
factors include competition by competitors with more resources
than the Company, foreign currency risks arising from the
Company's foreign operations, and the cyclical nature of the
market for large heat technology contracts.

The Company's standard engineered systems business, which has
contributed substantially to the Company's consolidated results,
is affected by, among other things, the capital expenditures of
steel, aluminum and glass manufacturers and processors,
industries that are cyclical in nature.  It is difficult to
predict demand for the Company's standard engineered system products, and
the financial results of the Company's standard engineered system business
have fluctuated, and may continue to fluctuate, materially from
year to year.

Several of the Company's competitors have been able to offer more
standardized and less technologically advanced heat technology
systems and equipment at lower prices.  Although the Company
believes that it has produced higher quality systems and
equipment than these lower priced competitors, in certain
instances price competition has had an adverse effect on the
Company's sales and margins.  There can be no assurance that the
Company will be able to maintain or enhance its technical
capabilities or compete successfully with its existing and future
competitors.

There can be no assurance that the Company will remain a
competitive supplier to the automobile and truck industry in view
of, among other things, the general trend in recent years in that
industry toward a reduction in the number of third-party
suppliers and toward more integrated component suppliers.

The Company's precision miniature medical and electronics
business has benefited from its ability to automate and keep
costs and prices low.  There can be no assurance that the Company
will be able to continue to achieve such automation and its
historical profit margins particularly as the technology of
hearing instruments changes and as the business expands into
other product lines.  The precision miniature medical and
electronics business has also been affected by unfavorable
conditions in the hearing health market and the impact of the
Asian economic situation.  The Company is unable to predict with
any certainty when these conditions will improve.

The Company has international operations, as a result, the
Company's performance may be materially affected by foreign
economies and currency movements.

The Company cautions that the foregoing list of important factors
is not intended to be, and is not, exhaustive.  The Company does
not undertake to update any forward-looking statement that may be
made from time to time by or on behalf of the Company.


ITEM 7A.  Quantitative and Qualitative Disclosures About Market
Risk

The Company's consolidated cash flows and earnings are subject to
fluctuations due to changes in foreign currency exchange rates.
The Company attempts to limit its exposure to changing foreign
currency exchange rates through operational and financial market
actions. The Company does not hold derivatives for trading
purposes.

The Company manufactures and sells its products in a number of
locations around the world, resulting in a diversified revenue
and cost base that is exposed to fluctuations in European and
Asian currencies.  This diverse base of foreign currency revenues
and costs serves to create a hedge that limits the Company's net
exposure to fluctuations in these foreign currencies.

Short-term exposures to changing foreign currency exchange rates
are occasionally managed by financial market transactions,
principally through the purchase of forward foreign exchange
contracts (with maturities of six months or less) to offset the
earnings and cash flow impact of the nonfunctional currency
denominated receivables and payables relating to select custom
engineered heat technology segment contracts.  The decision by
management to hedge any such transaction is made on a
case-by-case basis.  Foreign exchange forward contracts are
denominated in the same currency as the receivable or payable
being covered, and the term and amount of the forward foreign
exchange contract substantially mirrors the term and amount of
the underlying receivable or payable.  The receivables and
payables being covered arise from trade and intercompany
transactions of and among the Company's foreign subsidiaries.  At
December 31, 2001 the Company did not have any forward foreign
exchange contracts outstanding.

To manage exposure to interest rate movements and to reduce its
borrowing costs, the Company's French subsidiary, Selas (SAS),
has entered into an interest rate swap agreement.  Selas (SAS) is
exposed to changes in interest rates primarily due to its
borrowing activities which are related to long-term debt used to
finance its office building.  The swap agreement requires fixed
interest payments based on an effective rate of 8.55% for the
remaining term through May, 2006.  A 100 (10% adverse change)
basis point move in interest rates would affect the Company's
floating and fixed rate instruments, including short and
long-term debt and derivative instruments, by approximately
$17,000 at December 31, 2001.

Swap and forward foreign exchange contracts are entered into for
periods consistent with related underlying exposures.  The
Company does not enter into contracts for speculative purposes
and does not use leveraged instruments.

The Company's consolidated balance sheets as of December 31, 2001
and 2000, and the related consolidated statements of operations,
cash flows and shareholders' equity for each of the years in the
three-year period ended December 31, 2001, and the report of
independent auditors thereon and the quarterly results of
operations (unaudited) for the two-year period ended December 31,
2001 are incorporated by reference to pages 13 to 42 of the
Company's 2001 annual report to shareholders.


ITEM 9.  Changes in and Disagreements With Accountants on
Accounting and
         Financial Disclosure

None

                             PART III

The information called for by Items 10, 11, 12 and 13 (except the
information concerning executive officers included in Item 4A) is
incorporated by reference to the Company's definitive proxy
statement relating to its 2002 Annual Meeting of shareholders,
which the Company will file in April, 2002.  However, the
portions of such proxy statement constituting the reports of the
Audit Committee and Compensation Committees of the Board of
Directors and the graph showing performance of the Company's
common shares and certain share indices shall not be deemed to be
incorporated herein or filed for purposes of the Securities
Exchange Act of 1934.




                              PART IV

ITEM 14.  Exhibits, Financial Statement Schedules and Reports on
Form 8-K

(a)  The following documents are filed as a part of this report:

1.    Financial Statements - The Company's consolidated financial
   statements, as described below, are incorporated by reference
   to pages 13 through 42 of the Company's 2001 annual report to
   shareholders.

   Consolidated Balance Sheets at December 31, 2001 and 2000.

   Consolidated Statements of Operations for the years ended
   December 31, 2001, 2000 and 1999.

   Consolidated Statements of Cash Flows for the years ended
   December 31, 2001, 2000 and 1999.

   Consolidated Statements of Shareholders' Equity for the years
   ended December 31, 2001, 2000 and 1999.

   Notes to Consolidated Financial Statements.

   Report of Independent Auditors.

2.    Financial Statement Schedules
                                                         Page
   Report of Independent Auditors on
     Financial Statement Schedules                        19

   Schedule I - Condensed Financial Information of
     Registrant (Parent only)                             20-23

   Schedule II - Valuation and Qualifying Accounts        24-25

   All other schedules are omitted because they are not
   applicable, or because the required information is included in
   the consolidated financial statements or notes thereto.

3.  Exhibits

3A. The Company's Articles of Incorporation as amended
    May 18, 1984 and April 25, 1991.  Exhibit 3A to the
    Company's report on Form 10-K for the year ended
    December 31, 1984 and Exhibit 3A1 to the Company's
    report on Form 10-K for the year ended December 31,
    1991 are incorporated by reference.

3B. The Company's By-Laws as amended.  Exhibit 3B to the
    Companys report on Form 10-K for the year ended December
    31, 2000 is incorporated by reference.

4A. Amended and Restated Credit Agreement dated July 31, 1998
    among the Company, Deuer Manufacturing, Inc., Resistance
    Technology, Inc., RTI Export, Inc. and RTI Electronics,
    Inc.  Exhibit 4A to the Company's report on Form 10-Q for
    the nine months ended September 30, 1998 is incorporated
    by reference.



4B. Amendment to Amended and Restated Credit Agreement
    dated June 30, 1999 among the Company, Deuer
    Manufacturing, Inc., Resistance Technology, Inc.,
    RTI Export, Inc. and RTI Electronics, Inc.  The
    Exhibit to the Company's report on Form 10-Q for
    the six months ended June 30, 1999 is  incorporated
    by reference.

4C. Amended and Restated Revolving Credit Note, dated
    July 31, 1998, of the Company in favor of First
    Union National Bank.  Exhibit 4B to the Company's
    report on Form 10-Q for the nine months ended
    September 30, 1999 is incorporated by reference.

4D. Guaranty dated February, 1998 of the Company in
    favor of First Union/First Fidelity, N.A.
    Pennsylvania.  Exhibit 4H to the Company's report
    on Form 10-K for the year ended December 1997 is
    hereby incorporated by reference.

4E. Second Amendment to Amended and Restated Credit
    Agreement, dated as of July 7, 2000.  Exhibit 4C to
    the Company's report on Form 10-Q for the period
    ended September 30, 2000 is incorporated by
    reference.

4F. Third Amendment to Amended and Restated Credit
    Agreement, dated as of January 19, 2001.  Exhibit
    4F to the Companys report on Form 10-K for the
    year ended December 31, 2001 is incorporated by
    reference.

4G. Waiver and Amendment Agreement dated November 20,
    2001 among the Company, certain of its
    subsidiaries, and First Union National Bank.

4H. Firsts Amendment to Waiver and Amendment Agreement
    dated February 28, 2002 among the Company, certain
    of its subsidiaries, and First Union National Bank.

4I. Second Amendment to Waiver and Amendment Agreement
    dated March 20, 2001 among the Company, certain of
    its subsidiaries, and First Union National Bank.

4J.

10A.                                           Form of
    termination agreement between the Company and
    Messrs. Deuer and Toczylowski.  Exhibit 10A to the
    Company's report on Form 10-K for the year ended
    December 31, 1996 is  incorporated by reference.

10B.                                           1985
    Stock Option Plan, as amended.  Exhibit 10C to the
    Company's Registration Statement on Form S-2 filed
    on June 15, 1990 (No. 33-35443) is incorporated by
    reference.

10C.                                           Form of
    Stock Option Agreements granted under the 1985
    Stock Option Plan.  Exhibit 10D to the Company's
    Registration Statement on Form S-2 filed on June
    15, 1990 (No. 33-35443) is incorporated by
    reference.

10D.                                           Form of
    Amendments to Stock Option Agreements granted under
    the 1985 Stock Option Plan.  Exhibit 10D to the
    Company's Registration Statement on Form S-2 filed
    on June 15, 1990 (No. 33-35443) is incorporated by
    reference.

10E.                                           Amended
    and Restated 1994 Stock Option Plan.  Exhibit 10E
    to the Company's report on Form 10-K for the year
    ended December 31, 1997 is incorporated by
    reference.

10F.Form of Stock Option Agreements granted under the
    Amended and Restated 1994 Stock Option Plan.
    Exhibit 10F to the Company's report on Form 10-K
    for the year ended December 31, 1995 is
    incorporated by reference.

10G.                                           2001
    Stock Option Plan.  Exhibit 10G to the Companys
    report on Form 10-K for the year ended December 31,
    2001 is incorporated by reference.

10H.
    Supplemental Retirement Plan (amended and restated
    effective January 1, 1995).  Exhibit 10H. to the
    Company's report on Form 10-K for the year ended
    December 31, 1995 is  incorporated by reference.

10I.
    Employment Agreement dated June 19, 2001 among the
    Company, Resistance Technology, Inc. and Mark S.
    Gorder.  Exhibit 102 to the Company's report on
    Form 10-Q for the period ended June 30, 2001 is
    incorporated by reference.

10J.                                           Amended
    and Restated Agreement on Termination Following
    Change of Control or Asset Sale, dated June 19,
    2001, between the Company and Mark S. Gorder.
    Exhibit 10.1 to the Companys report on Form 10-Q
    for the period ended June 30, 2001 is incorporated
    by reference.

10K.                                           Amended
    and Restated Office/Warehouse Lease, between
    Resistance Technology, Inc. and Arden Partners I.
    L.L.P. (of which Mark S. Gorder is one of the
    principal owners) dated November 1, 1996.  Exhibit
    10J to the Company's report on Form 10-K for the
    year ended December 31, 1996 is  incorporated by
    reference.

10L.                                           Amended
    and Restated Non-Employee Directors' Stock Option
    Plan.

10M.
    Retirement Agreement, Consulting Agreement and
    General Release, dated August 30, 2000, between the
    Company and Stephen F. Ryan.  Exhibit 10 to the
    Company's report on Form 10-Q for the period ended
    September 30, 2000 is incorporated by reference.

10N.
    Separation Agreement dated November 30, 2001
    between the Company and Robert W. Ross.

13. "Selas Corporation of America Five-Year Summary of
    Operations" contained on Page 4 of the Company's
    2001 annual report to shareholders; "Other
    Financial Highlights" contained on page 5 of the
    Company's 2001 annual report to shareholders;
    "Management's Discussion and Analysis of Financial
    Condition and Results of Operations" contained on
    pages 6-12 of the Company's 2001 annual report to
    shareholders; and the Company's consolidated
    financial statements, including the "Notes to
    Consolidated Financial Statements" and the "Report
    of Independent Auditors contained on pages 13-44
    of the Company's 2001 annual report to shareholders.

21. List of significant subsidiaries of the Company.

23. Consent of Independent Auditors

24. Powers of Attorney.

(b) Reports on Form 8-K - There were no reports on Form
    8-K filed during the three months ended December
    31, 2001.








  Report of Independent Auditors on Financial Statement
                          Schedules




The Board of Directors and Shareholders
Selas Corporation of America:




          Under date of April 15, 2002, we reported  on
 the consolidated  balance sheets of Selas Corporation of
 America and  subsidiaries  as of  December  31, 2001 and
 2000  and  the  related   consolidated   statements   of
 operations,  shareholders'  equity,  and cash  flows for
 each  of  the  years  in  the  three-year  period  ended
 December  31,  2001,  as  contained  in the 2001  annual
 report to  shareholders.  These  consolidated  financial
 statements  and our report thereon are  incorporated  by
 reference  in the  annual  report  on Form  10-K for the
 year  2001.  In  connection   with  our  audits  of  the
 aforementioned  consolidated  financial  statements,  we
 also audited the related financial  statement  schedules
 as listed in the  accompanying  index  (Item 14).  These
 financial   schedules  are  the  responsibility  of  the
 Company's  management.  Our responsibility is to express
 an opinion on these financial  statement schedules based
 on our audits.

 In our  opinion,  such  financial  statement  schedules,
 when  considered  in relation to the basic  consolidated
 financial  statements taken as a whole,  present fairly,
 in all  material  respects,  the  information  set forth
 herein.

 As  discussed  in note 1 to the  consolidated  financial
 statements,   the   Company   changed   its   method  of
 accounting  for  derivative   instruments   and  hedging
 activities in 2001.




 /s/KPMG LLP
 Philadelphia, Pennsylvania
 April 15, 2002





                                                 SCHEDULE I


       SELAS CORPORATION OF AMERICA AND SUBSIDIARY COMPANIES

           Condensed Financial Information of Registrant
                          Balance Sheets
                    December 31, 2001 and 2000



ASSETS                                             2001        2000
Current assets:

  Cash                                       $   153,122  $   572,232

  Accounts receivable (including $3,503,415
  and $3,139,822 due from subsidiaries in
  2001 and 2000, respectively, eliminated in
  consolidation), less allowance for
  doubtful accounts of $10,000 in Both years   4,837,871    7,063,803

  Inventories, at cost                         3,049,454    2,785,884

  Prepaid expenses and other current assets      923,939      871,692

          Total current assets                 8,964,386   11,293,611

Investment in wholly-owned subsidiaries       59,088,668   59,483,530

Net assets of discontinued operations          6,636,127    1,676,929

Property and equipment, at cost                5,841,962    5,939,988

Less:  accumulated depreciation               (4,992,755)  (4,983,785)

                                                 849,207      956,203

Other assets                                   2,011,648    2,344,813

          Total Assets                       $77,550,036  $75,755,086






                                                          SCHEDULE I


       SELAS CORPORATION OF AMERICA AND SUBSIDIARY COMPANIES

           Condensed Financial Information of Registrant
                          Balance Sheets
                    December 31, 2001 and 2000


LIABILITIES AND SHAREHOLDERS' EQUITY              2001        2000

Current liabilities:

  Notes payable and current maturities of
   long-term debt                            $ 9,150,520  $ 6,082,000

  Accounts payable (including $19,820,408
and
    $15,897,018 due to subsidiaries in 2001
    and 2000, respectively, eliminated in
    consolidation)                            21,047,165   17,981,384

  Accrued expenses                             3,778,175    3,821,744

          Total current liabilities           33,975,860   27,885,128

Long-term debt                                 1,389,812      116,667

Other postretirement benefit obligations       3,411,042    3,482,508

Deferred income taxes                            168,705      172,338

Contingencies and commitments

Shareholders' equity
  Common stock                                 5,634,968    5,634,968
  Retained earnings and other equity          34,234,727   39,728,555
  Less:   515,754 common shares
          held in treasury at cost            (1,265,078)  (1,265,078)

          Total shareholders' equity          38,604,617   44,098,445

          Total Liabilities and              $77,550,036  $75,755,086
          Shareholder's Equity





 See accompanying notes to the consolidated financial statements.



                                                      SCHEDULE I




       SELAS CORPORATION OF AMERICA AND SUBSIDIARY COMPANIES

           Condensed Financial Information of Registrant
                     Statements of Operations
           Years Ended December 31, 2001, 2000 and 1999



                                            2001        2000        1999

Sales, net                              $13,830,478 $11,654,081 $ 7,640,167

Add back:  license fees and corporate
  charges paid by subsidiaries,
eliminated
  in consolidation                           80,000     400,000     400,000

                                         13,910,478  12,054,081   8,040,167

Costs and expenses:

  Cost of goods sold                      9,691,279   8,805,571   4,805,422
  Selling, general and administrative     3,710,504   3,390,804   4,413,178
   Expenses
  Rent and depreciation                     330,592     290,134     372,942

                                         13,732,375  12,486,509   9,591,542

Income (loss) before income taxes
  (benefits)and equity in net income
  of subsidiaries                           178,103    (432,428) (1,551,375)


Provision for income taxes (benefits)       109,930    (152,964)   (486,598)

Income (loss) before equity in net
income
  of subsidiaries                            68,173    (279,464) (1,064,777)

Equity in net income of subsidiaries        589,442   3,283,999   2,803,219

Income from continuing operations           657,615   3,004,535   1,738,442

(Loss) from discontinued operations      (5,274,930)    (68,749)     (9,282)

          Net income                    $(4,617,315)$ 2,935,786  $1,729,160







 See accompanying notes to the consolidated financial statements.



                                                       SCHEDULE I


       SELAS CORPORATION OF AMERICA AND SUBSIDIARY COMPANIES

         CONDENSED FINANCIAL INFORMATION OF THE REGISTRANT
                     Statements of Cash Flows
           Years Ended December 31, 2001, 2000 and 1999


                                             2001        2000        1999
========================================
Operating Activities

Net income (loss)                       $(4,617,315) $ 2,935,786 $ 1,729,160
Adjustments to reconcile net income to
net
  cash provided by operating
activities:

  Depreciation and amortization             153,103      183,717     228,979
  Other adjustments                       1,588,168   (3,068,063) (1,500,233)
  Net changes in operating assets and
    Liabilities                           3,989,174    2,385,559   3,479,413

Net cash provided by operating
  activities                              1,113,130    2,436,999   3,937,319

Net cash provided (used) by
discontinued Operations                   3,071,679     (158,226)   (400,150)

Investing Activities

Dividend from unconconsolidated                                       14,476
affiliate
Purchase of property, plant and Equip.      (40,040)     (98,336)    (70,377)
Additional investment in subsidiary
company                                               (1,024,304) (1,067,140)

Net cash (used) by investing activities     (40,040)  (1,122,640) (1,123,041)

Financing Activities

Repayments of short term borrowings      (3,055,863)
Proceeds from exercise of stock options                               83,540
Proceeds from short-term borrowings                    1,389,000   1,901,446
Payment of dividends                       (691,349)    (922,052)   (934,302)
Repayments of long-term debt               (816,667)  (1,126,933) (2,576,424)
Purchase of treasury stock                               (62,308)   (820,833)

Net cash (used) by financing
  activities                             (4,563,879)    (722,293) (2,346,573)

Increase (decrease) in cash and cash
  Equivalents                              (419,110)     433,840      67,555
Cash and cash equivalents, beginning of
  Year                                      572,232      138,392      70,837

Cash and equivalents, end of year       $   153,122  $   572,232 $   138,392




 See accompanying notes to the consolidated financial statements.


                                                        SCHEDULE I

             SELAS CORPORATION OF AMERICA AND SUBSIDIARY COMPANIES

                 Condensed Financial Information of Registrant
                    Notes to Condensed Financial Statements

                           December 31, 2001 and 2000

1.  The condensed financial statements include the accounts of Selas
    Corporation of America (the parent company).  The Companys domestic
    and European financing agreements contain certain restrictive
    covenants regarding the payments of cash dividends, maintenance of
    working capital, net worth and shareholders equity, along with the
    maintenance of certain financial ratios. The amount of restricted net
    assets of consolidated subsidiaries is $21,019,000 which exceeds 25%
    of the consolidated net assets of the Company.  See Note 9 to the
    Consolidated Financial Statements in Item 13 of Part IV.


SCHEDULE II


       SELAS CORPORATION OF AMERICA AND SUBSIDIARY COMPANIES

                 Valuation and Qualifying Accounts
                 December 31, 2001, 2000 and 1999


              Column A                  Column B        Column C
                                                        Additions

                                       Balance at  Charged to
                                       Beginning    Costs and
            Classification              Of Period    Expenses       Other

Year ended December 31, 2001:
  Reserve deducted in the balance
sheet
  from the asset to which it applies:
    Allowance for doubtful accounts   $   453,419 $   251,108  $  (18,976)(a)

    Deferred tax asset valuation
      Allowance                       $ 1,085,716 $  (237,185)

  Reserve not shown elsewhere:
    Reserve for estimated future
costs
      of service and guarantees       $   506,102 $   558,963  $  (16,207)(a)


Year ended December 31, 2000:
  Reserve deducted in the balance
sheet
    from the asset to which it
applies:
     Allowance for doubtful accounts  $   422,375 $   135,097  $  (20,144)(a)

     Deferred tax asset valuation
       Allowance                      $ 1,101,378 $   (15,662)

Reserve not shown elsewhere:
  Reserve for estimated future costs
    of service and guarantees         $   534,646 $   109,977  $  (19,272)(a)

Year ended December 31, 1999:
  Reserve deducted in the balance
sheet
    from the asset to which they
apply:
     Allowance for doubtful accounts  $   497,884 $   800,812  $  (55,053)(a)

     Deferred tax asset valuation
      Allowance                       $ 1,277,902 $  (176,524)

Reserve not shown elsewhere:
  Reserve for estimated future costs
    of service and guarantees         $ 1,866,732 $(1,111,093) $  (37,537)(a)



a) Represents difference between translation rates of foreign
   currency at beginning and end of year and average rate during
   year.






SCHEDULE II


       SELAS CORPORATION OF AMERICA AND SUBSIDIARY COMPANIES

                 Valuation and Qualifying Accounts
                 December 31, 2001, 2000 and 1999


                 Column A                       Column D       Column E

                                                               Balance at
                                                                 End of
                                                                 Period
               Classification                   Deductions
Year ended December 31, 2001:
  Reserve deducted in the balance sheet from
    the asset to which it applies:
      Allowance for doubtful accounts        $   229,974(b)   $   455,577

      Deferred tax asset valuation allowance                  $   848,531

Reserve not shown elsewhere:
  Reserve for estimated future costs of
    service and guarantees                   $   169,906(c)   $   878,952


Year ended December 31, 2000:
  Reserve deducted in the balance sheet from
    the asset to which it applies:
      Allowance for doubtful accounts        $    83,909(b)   $   453,419


      Deferred tax asset valuation allowance                  $ 1,085,716

Reserve not shown elsewhere:
  Reserve for estimated future costs of
    service and guarantees                   $   119,249(c)   $   506,102


Year ended December 31, 1999:
  Reserve deducted in the balance sheet from
    the asset to which it applies:
      Allowance for doubtful accounts        $   821,268(b)   $   422,375


      Deferred tax asset valuation allowance                  $ 1,101,378

Reserve not shown elsewhere:
  Reserve for estimated future costs of
    service and guarantees                   $   183,456(c)   $   534,646





(b) Uncollectible accounts charged off.

(c) "After job" costs charged to reserve.






                            SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

                                      SELAS CORPORATION OF AMERICA
                                               (Registrant)

                                      By:
____________________________
                                           Francis A. Toczylowski
                                           Vice President,
Treasurer
                                           and Secretary

Dated:  April 15, 2002

Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons
(including a majority of members of the Board of Directors) on
behalf of the registrant and in the capacities and on the dates
indicated.

*By:_______________________________
______________________________
Mark S. Gorder                          Mark S. Gorder
Attorney-In-Fact                        President and Chief
                                        Executive
April 15, 2002                          Officer and Director
                                        April 8, 2002

_________________*
______________________________
Frederick L. Bissinger                  Francis A. Toczylowski
Director                                Vice President, Treasurer
and
April 15, 2002                          Secretary
                                        April 8, 2002

                 *
John H. Duerden
Director
April 15, 2002


                 *
Nicholas A. Giordano
Director
April 15, 2002


                 *
Robert Masucci
Director
April 15, 2002


                 *
Michael J. McKenna
Director
April 15, 2002







                           EXHIBIT INDEX


EXHIBITS:

4G. Waiver and Amendment Agreement dated November 20, 2001 among
    the Company, certain of its subsidiaries, and First Union
    National Bank.

4H. First Amendment to Waiver and Amendment Agreement dated
    February 28, 2002 among the Company, certain of its
    subsidiaries, and First Union National Bank.

4I. Second Amendment to Waiver and Amendment Agreement dated March
    20, 2001 among the Company, certain of its subsidiaries, and
    First Union National Bank.

10L.Amended and Restated Non-Employee Directors' Stock Option
    Plan.

10N.Separation Agreement dated November 30, 2001 between the Company and
    Robert W. Ross.

13. "Selas Corporation of America Five-Year Summary of
    Operations" contained on Page 4 of the Company's
    2001 annual report to shareholders; "Other
    Financial Highlights" contained on page 5 of the
    Company's 2001 annual report to shareholders;
    "Management's Discussion and Analysis of Financial
    Condition and Results of Operations" contained on
    pages 6-12 of the Company's 2001 annual report to
    shareholders; and the Company's consolidated
    financial statements, including the "Notes to
    Consolidated Financial Statements" and the "Report
    of Independent Auditors' contained on pages 13-44
    of the Company's 2001 annual report to shareholders.

21. List of significant subsidiaries of the Company.

23. Consent of Independent Auditors.

24. Powers of Attorney.






                                                        EXHIBIT 4G

                  WAIVER AND AMENDMENT AGREEMENT

      This Waiver and Amendment Agreement (the  Waiver
Agreement) dated as of November 20, 2001 is made and entered
into by and among First Union National Bank, a national banking
association, with an office at Broad and Walnut Streets,
Philadelphia, Pennsylvania 19109 (the Bank), Selas Corporation
of America, a Pennsylvania business corporation with offices
located at 2034 Limekiln Pike, Dresher, Pennsylvania 19025  (the
Borrower), Selas SAS (formerly named Selas S.A.), a
corporation organized under the laws of France (Selas SAS),
CFR-CECF Fofumi Ripoche, a corporation organized under the laws
of France (CFR); and together with Selas SAS, the European
Subsidiaries), Deuer Manufacturing, Inc., an Ohio business
corporation with offices located at 2985 Springboro West,
Dayton, Ohio 45439 (Deuer), Resistance Technology, Inc., a
Minnesota business corporation with offices located at 1260 Red
Fox Road, Arden Hills, Minnesota 55112 (RTI), RTI Export,
Inc., a Barbados corporation with offices located at c/o  2034
Limekiln Pike, Dresher, Pennsylvania 19025 (RTIE), and RTI
Electronics, Inc., a Delaware corporation with offices located
at 1800 Via Burton Street, Anaheim, California 92806 (RTI
Electronics; and together with Deuer, RTI and RTIE, the
Guarantors).

                             BACKGROUND

      A.   The Borrower,  the Bank and the Guarantors entered into
that certain  Amended and Restated  Credit  Agreement  dated as of
July 31,  1998,  as amended by an  Amendment  dated as of June 30,
1999,  a Second  Amendment  dated  as of July 7,  2000 and a Third
Amendment  dated as of January 19, 2001 (as  amended,  the "Credit
Agreement"),  pursuant to which the Bank made  certain  term loans
to the Borrower  described  therein (the Term  Loans) and agreed
to make available to the Borrower a revolving  credit  facility in
the  principal  amount  of  Four  Million  Five  Hundred  Thousand
Dollars  ($4,500,000)  (the  Revolving  Credit).  The Guarantors
jointly  and  severally  guaranteed  and  became  surety  for  all
loans, advances,  debts, liabilities,  obligations,  covenants and
duties  of the  Borrower  to the Bank  pursuant  to the  following
agreements (collectively,  the Borrower Surety Agreements):  (i)
that certain  Guaranty and Suretyship  Agreement of Deuer dated as
of October 20,  1993 and amended as of July 31, 1998 (as  amended,
the Deuer  Surety  Agreement),  (ii) that  certain  Guaranty and
Suretyship  Agreement  of RTI  dated as of  October  20,  1993 and
amended  as  of  July  31,  1998  (as  amended,  the  RTI  Surety
Agreement),   (iii)  that   certain   Guaranty   and   Suretyship
Agreement  of RTIE dated as of October  20, 1993 and amended as of
July 31,  1998 (as  amended,  the RTIE  Surety  Agreement),  and
(iv)  that  certain  Guaranty  and  Suretyship  Agreement  of  RTI
Electronics  dated as of February  20,  1997,  as amended July 31,
1998 (as amended, the RTI Electronics Surety Agreement).

      B.   The  Term  Loans  are   evidenced   by  the   following
promissory  notes  executed by the  Borrower in favor of the Bank,
which  are  outstanding  as of the date  hereof:  (i) Term  Note C
dated as of February  21, 1997 in the  original  principal  amount
of  Three  Million  Five  Hundred  Thousand  Dollars  ($3,500,000)
(Term  Note C),  (ii)  Term Note D dated as of June 30,  1999 in
the original  principal  amount of Nine Hundred  Thousand  Dollars
($900,000)  (Term  Note  D),  (iii)  Term  Note  E  dated  as of
January 19, 2001 in the original  principal  amount of Two Million
Dollars  ($2,000,000)  (Term Note E), and (iv) Term Note F dated
as of January 19,  2001 in the  original  principal  amount of One
Million  Seven  Hundred  Thousand   Singapore  Dollars  (Singapore
$1,700,000)  (Term Note F; and  together  with Term Note C, Term
Note D and Term Note E, the Term  Notes).  The Revolving  Credit
facility  is  evidenced  by  an  Amended  and  Restated  Revolving
Credit Note dated as of January 19, 2001 in the  principal  amount
of  Four  Million  Five  Hundred  Thousand  Dollars   ($4,500,000)
between  the  Borrower  and  the  Bank  (the   Revolving   Credit
Note).   The  Term  Notes  and  the  Revolving  Credit  Note  are
collectively referred to hereinafter as the Notes.

      C.   First  Union  National  Bank,  London  Branch  (London
Branch)  and Selas SAS, a  subsidiary  of the  Borrower,  entered
into that  certain  Agreement  dated as of  February  2, 2001 (the
Selas  SAS  Facility  Agreement)  pursuant  to  which  the  Bank
provided to Selas SAS a  discretionary  line of credit facility in
the aggregate  amount of Sixteen  Million Euros  (E16,000,000)  on
an on demand  basis,  expiring on April 30, 2001 (the Selas SAS
Facility)  for the purposes of providing:  discretionary  advance
payment  guarantees  on behalf of Selas SAS (the APG  Facility);
and  a  discretionary   overdraft  facility  for  general  working
capital  purposes  with a sub-limit  amount of Two  Million  Euros
(E2,000,000)    that   was   later   increased   (the   Overdraft
Facility).  The Banks  London  Branch and Selas SAS also entered
into certain term loan  agreements  (collectively,  the Selas SAS
Term Loan  Agreements),  as follows:  an agreement dated February
26,  1998  pursuant  to which  the Bank  made a term loan to Selas
SAS in the original  principal  amount of Fifteen  Million  French
Francs   (FF   15,000,000)   (the   Selas   SAS  1998  Term  Loan
Agreement);  and an  agreement  dated  January  2000  pursuant to
which  the  Bank  made a term  loan to Selas  SAS in the  original
principal  amount of One Million  Seven  Hundred  and  Fifty-Three
Thousand   One   Hundred   and   Fifty-Eight   and  30/100   Euros
(E1,753,158.30)  (the Selas SAS 2000 Term Loan  Agreement).  The
Borrower  and  Guarantors  jointly and  severally  guaranteed  and
became  surety  for  all  loans,  advances,   debts,  liabilities,
obligations,  covenants  and  duties  of  Selas  SAS to the  Bank,
pursuant  to the  following  agreements  (the  Selas  SAS  Surety
Agreements):   (i)  that   certain   Unconditional   Guaranty  of
Borrower   dated  as  of   January   10,   2000   (the   Borrower
Guaranty),  (ii) that  certain  Unconditional  Guaranty  of Deuer
dated as of January 10, 2000 (the  Deuer  Guaranty),  (iii) that
certain  Unconditional  Guaranty  of RTI dated as of  January  10,
2000  (the  RTI  Guaranty),   (iv)  that  certain  Unconditional
Guaranty  of  RTIE  dated  as  of  January  10,  2000  (the  RTIE
Guaranty),  and (v) that  certain  Unconditional  Guaranty of RTI
Electronics  dated as of January  10,  2000 (the RTI  Electronics
Guaranty).

      D.   As security for any and all  indebtedness,  liabilities
and  obligations  of the  Borrower to the Bank,  then  existing or
thereafter  arising,  the  Borrower:  (i)  granted  to the  Bank a
security  interest  in and  lien  on:  (a)  all of the  Borrowers
assets,  then owned or  thereafter  acquired,  including,  without
limitation,  all accounts,  contract rights, inventory,  fixtures,
machinery,   equipment,   general  intangibles,  and  (b)  all  of
Borrowers   rights  under  a  certain  contract  with  Production
Machinery  Corporation  in  Talcahuano,  Chile for the sale of and
the  proceeds  of a  Five  Million  Twenty-Five  Thousand  Dollars
($5,025,000)  documentary  letter  of  credit  issued by Bank One,
Columbus,  Ohio pursuant to that certain Security  Agreement dated
as of October  20,  1993,  as amended  July 31,  1998  between the
Borrower  and  the  Bank  (as  amended,   the  Borrower  Security
Agreement);   (ii)  assigned,  pledged  and  granted  to  Bank  a
security  interest in all of the issued and  outstanding  stock of
Deuer,  RTI,  RTIE and RTI  Electronics  pursuant to that  certain
Second  Amended and  Restated  Pledge  Agreement  dated as of July
31, 1998 (the Borrower Pledge  Agreement);  and (iii) granted to
the Bank a first  mortgage  lien on certain  real  property of the
Borrower  and  improvements  thereon  located  in  Dresher,  Upper
Dublin   Township,    Montgomery    County,    Pennsylvania   (the
Pennsylvania  Property)  pursuant to that certain First Mortgage
and Security  Agreement  dated as of October 20, 1993,  as amended
on July 21, 1995,  February  20,  1997,  July 31, 1998 and January
10,  2000  (as  amended,   the  Borrower  Mortgage  and  Security
Agreement).

      E.   As security for any and all  indebtedness,  liabilities
and   obligations   of  Deuer  to  the  Bank,   then  existing  or
thereafter  arising,  Deuer:  (i)  granted  to the Bank a security
interest  in and  lien on all of  Deuers  assets,  then  owned or
thereafter   acquired,    including,   without   limitation,   all
accounts,   contract  rights,  inventory,   fixtures,   machinery,
equipment,  general intangibles  pursuant to that certain Security
Agreement  dated as of October 20, 1993,  as amended July 31, 1998
between  Deuer  and the  Bank (as  amended,  the  Deuer  Security
Agreement);  and (ii) granted to the Bank a first  mortgage  lien
on  certain  real  property  of  Deuer  and  improvements  thereon
located   in   Moraine,   Montgomery   County,   Ohio  (the  Ohio
Property)  pursuant to that certain  First  Mortgage and Security
Agreement  dated as of  October  20,  1993,  as  amended  July 21,
1995,  February 20, 1997,  July 31, 1998, and January 10, 2000 (as
amended, the Deuer Mortgage and Security Agreement).

      F.   As security for any and all  indebtedness,  liabilities
and  obligations  of RTI to the Bank,  then existing or thereafter
arising,  RTI: (i) granted to the Bank a security  interest in and
lien on all of RTIs assets,  then owned or  thereafter  acquired,
including,  without  limitation,  all accounts,  contract  rights,
inventory,  fixtures,  machinery,  equipment,  general intangibles
pursuant to that certain  Security  Agreement  dated as of October
20,  1993,  as amended  July 31, 1998 between RTI and the Bank (as
amended, the RTI Security  Agreement);  (ii) granted to the Bank
a  security   interest   in  and  lien  on  certain   patents  and
trademarks  and  other  intellectual  property  pursuant  to  that
certain  Patent and  Trademark  Security  dated as of October  20,
1993,  as  amended  July 31,  1998  between  RTI and the Bank (the
RTI Patent and Trademark Security Agreement);  and (iii) granted
to the Bank a first  mortgage  lien on certain  real  property  of
RTI and improvements  thereon located in Ramsey County,  Minnesota
(the  Minnesota  Property)  pursuant to that  certain  Mortgage,
Security  Agreement and Fixture  Financing  Statement  dated as of
June 30, 1999, as amended  January 10, 2000 (as amended,  the RTI
Mortgage and Security Agreement).

      G.   As security for any and all  indebtedness,  liabilities
and  obligations of RTIE to the Bank,  then existing or thereafter
arising,  RTIE  granted to the Bank a security  interest in all of
RTIEs  assets,  then  owned or  thereafter  acquired,  including,
without  limitation,  all accounts,  contract  rights,  inventory,
fixtures,  machinery,  equipment,  general intangibles pursuant to
that certain  Security  Agreement dated as of October 20, 1993, as
amended July 31, 1998  between RTIE and the Bank (as amended,  the
RTIE Security Agreement).

      H.   As security for any and all  indebtedness,  liabilities
and  obligations of RTI  Electronics to the Bank, then existing or
thereafter  arising,  RTI Electronics  granted the Bank a security
interest  in  all  of  RTI  Electronics  assets,  then  owned  or
thereafter   acquired,    including,   without   limitation,   all
accounts,   contract  rights,  inventory,   fixtures,   machinery,
equipment,  general intangibles  pursuant to that certain Security
Agreement  dated as of October 20, 1993,  as amended  February 20,
1997 and July 31, 1998  between RTI  Electronics  and the Bank (as
amended, the RTI Electronics Security Agreement).

      I.   The Credit  Agreement,  the Notes,  the Borrower Surety
Agreements,  the Selas SAS Facility Agreement,  the Selas SAS Term
Loan  Agreements,  the Selas SAS Surety  Agreements,  the Borrower
Security  Agreement,  the Borrower Pledge Agreement,  the Borrower
Mortgage and Security  Agreement,  the Deuer  Security  Agreement,
the  Deuer  Mortgage  and  Security  Agreement,  the RTI  Security
Agreement,  the RTI Patent and Trademark Security  Agreement,  the
RTI   Mortgage   and  Security   Agreement,   the  RTIE   Security
Agreement,  the RTI Electronics Security Agreement,  together with
the various  agreements,  instruments and other documents executed
in  connection  therewith  and all  amendments  and  modifications
thereto,  now  or  hereafter  in  effect,  shall  be  referred  to
hereinafter  as the Existing  Loan  Documents.  All  capitalized
terms not otherwise  defined  shall have the meanings  ascribed to
them in the Existing Loan Documents, as amended hereby.

      J.   The  Borrower  has  informed  the  Bank  that,  in  the
absence of the waiver  provided  herein,  Events of Default  would
occur  under the Credit  Agreement  as a result of the  Borrowers
failure to maintain  the  minimum  Consolidated  Tangible  Capital
Funds  amount and the Fixed Charge  Coverage  Ratio as of December
31,  2001 as  required  under the Credit  Agreement,  respectively
(the "Financial Covenant Defaults").

      K.   The Borrower  has advised Bank that it is  developing a
plan for  improving  its  European  operations  and it  intends to
sell its subsidiary, Selas SAS.

      L.   The  Borrower,   the   Guarantors,   and  the  European
Subsidiaries   have   requested   that  the  Bank  (i)  waive  the
Financial   Covenant  Defaults  and  (ii)  provide  a  new  credit
facility  pursuant to which the London  Branch will issue  certain
advance  payment  guarantees;  and the Bank is willing to do so on
the terms and conditions set forth herein.

      NOW, THEREFORE,  in consideration of the promises and mutual
agreements  herein contained and  incorporating  the Background by
reference  herein,  the Bank, the Borrower,  the  Guarantors,  and
the European  Subsidiaries  intending to be legally  bound hereby,
agree as follows:

                   ARTICLE I - ACKNOWLEDGMENTS

      1.1  Acknowledgment  of  Joint  and  Several   Liability,
Maturity Dates and Amounts of Notes.

           1.1.1The Borrower and the  Guarantors  acknowledge  and
agree  that:  (i) they are  jointly  and  severally  indebted  and
liable  to  the  Bank  in  respect  of the  outstanding  principal
amount of the Notes,  together  with  accrued and unpaid  interest
thereon,  and all other  Obligations;  (ii) the Notes  mature  and
are due and payable in full on the  respective  maturity dates set
forth  below  next to each such  Note;  and (iii) the  outstanding
principal  amount of each Note as of  November  13,  2001,  is set
forth below next to each such Note:

      Promissory Notes         Maturity Date   Outstanding
                                          Principal Amount

      Term Note C              02/01/2002      $        175,000.19
(US Dollars)

      Term Note D              07/01/2004      $        690,000.00
(US Dollars)

      Term Note E              02/01/2006      $ 1,700,000.03  (US
Dollars)

      Term Note F              02/01/2006      S$     1,202,789.00
                                          (Singapore Dollars)

      Revolving Credit Note    01/31/2002      $ 2,540,137.09  (US
Dollars)

           1.1.2Selas  SAS,  the   Borrower  and  the   Guarantors
acknowledge  and agree that:  (i) they are  jointly and  severally
indebted  and  liable to the Bank in respect of the Selas SAS Term
Loan  Agreements,  the  Overdraft  Facility and all other  amounts
outstanding  under  the  Selas SAS  Facility  Agreement,  together
with  accrued  and  unpaid   interest   thereon,   and  all  other
Guaranteed  Obligations  (as such term is defined in the Selas SAS
Surety  Agreements);  (ii)  the  Selas  SAS Term  Loan  Agreements
mature  and  are  due and  payable  in  full,  together  with  all
interest  accrued  thereon,  on the respective  maturity dates set
forth below;  (iii) the  Overdraft  Facility and all other amounts
outstanding  under the Selas SAS Facility  Agreement are on an on
demand  basis and the Bank may make  demand  therefor at any time
and for any reason in its sole and absolute  discretion;  and (iv)
as of November 13, 2001, the outstanding  principal  amounts owing
to the Bank in respect of the Selas SAS Term Loan  Agreements  and
the  Overdraft  Facility  are set  forth  below  next to each such
agreement or facility:

                                    Maturity        Outstanding
      Obligation                    Date/Demand   Principal Amount

      Selas SAS 1998 Term Loan Agreement          02/27/2003  FF
4,500,000.00 (French Francs)

      Selas SAS 2000 Term Loan Agreement          01/12/2005  E
                                    1,139,552.93 (Euros)

      Overdraft Facility            On demand     E   5,976,854.11
                                               (Euros)

           1.1.3     The  outstanding  principal  amounts  of  the
Term Notes,  the  Revolving  Credit Note,  the Selas SAS Term Loan
Agreements,   the  APG  Facility,  the  Overdraft  Facility,  plus
accrued and unpaid  interest  thereon,  all other sums  payable by
the Borrowers,  the Guarantors  and the European  Subsidiaries  to
the  Bank,   whether   under  the  Existing   Loan   Documents  or
otherwise,  together  with any other  Guaranteed  Obligations  (as
such term is used in each of the Selas SAS Surety  Agreements  and
the  European   Subsidiaries  Surety  Agreements)  and  any  other
Obligations   (as  such  term  is  used  in  the   Existing   Loan
Documents,   as  amended  hereby)  are  collectively  referred  to
herein as the Obligations.

      1.2  Acknowledgment of Loan Documents;  Financial  Covenant
Defaults;  Loan  Documents;  Waiver  of  Defenses.  The  Borrower,
the Guarantors and the European  Subsidiaries  hereby  acknowledge
and agree that:  (i) the Loan  Documents  to which each is a party
are  valid,   binding  and  enforceable  against  them,  in  every
respect,  and all of the terms and conditions  thereof are binding
upon them;  (ii) the Financial  Covenant  Defaults are material in
nature;  (iii) the Selas SAS Facility is a discretionary  facility
that  expired  on April  30,  2001;  the Bank had no duty to issue
any advance payment  guarantees  thereunder at any time, except in
its sole  discretion;  and following such expiration  date,  Selas
SAS had no  right to  request  the  issuance  of  advance  payment
guarantees  under  the  Selas  SAS  Facility;  (iv)  the  Bank may
demand  any  and all  amounts  outstanding  under  the  Selas  SAS
Facility  at any time and for any reason in its sole and  absolute
discretion;  (v) as a result of the Financial  Covenant  Defaults,
in the absence of the waiver  provided  herein,  the Bank would be
entitled  immediately,  and without  further notice or declaration
to the  Borrower,  the  Guarantors,  or the European  Subsidiaries
not to make any  further  advances  or issue any  Advance  Payment
Guaranty   (as   hereinafter    defined),    to   accelerate   the
Obligations,  and to exercise  its rights and  remedies  under the
Loan  Documents  and  applicable  law; (vi) to the extent that any
of the  Loan  Documents  require  notification  by the Bank to the
Borrower,  the  Guarantors,  or the European  Subsidiaries  of the
existence  of a default  or provide  an  opportunity  to cure such
default,  such  notice and period for cure are hereby  waived with
respect to the Financial  Covenant  Defaults by the Borrower,  the
Guarantors,  and/or the  European  Subsidiaries;  and (vii) to the
extent  that  the  Borrower,   any  Guarantor,   or  any  European
Subsidiary has any defenses,  setoffs,  claims,  or  counterclaims
to  repayment  of  the  Obligations  or  against  the  Bank,  such
defenses, setoffs, claims, and counterclaims are hereby waived.

      1.3  Acknowledgment  of Liens and  Priority.  The  Borrower,
the  Guarantors,  and the European  Subsidiaries  acknowledge  and
agree that  pursuant to the Loan  Documents,  the Bank holds first
priority,  perfected  security  interests in and liens upon all of
the Borrower's  and  Guarantors  assets,  wherever  located,  now
owned or hereafter  acquired,  and as more specifically  described
in the Loan  Documents,  and a first  priority  mortgage lien upon
and security  interest  in: (i) the  Pennsylvania  Property,  (ii)
the   Ohio   Property,    and   (iii)   the   Minnesota   Property
(collectively "Bank's Mortgages, Liens and Security Interests").

      1.4  Reaffirmation  of  Mortgages,  Security  Documents and
Security  Interests.  All of the  Borrower's  and the  Guarantors
respective   assets  pledged,   assigned,   conveyed,   mortgaged,
hypothecated  or  transferred  to the  Bank  pursuant  to the Loan
Documents  including,   without  limitation,   accounts,  accounts
receivable,    inventory,    equipment,    general    intangibles,
contracts,  contract  rights,  instruments,   letters  of  credit,
deposits,  deposit  accounts,  documents  of title,  and all other
personal property,  together with the Pennsylvania  Property,  the
Minnesota  Property  and  the  Ohio  Property  (collectively,  the
"Collateral")  constitute  security  for  all of  the  Obligations
(including,  without  limitation,  such Obligations  arising under
or in respect of the  Borrower  Surety  Agreements,  the Selas SAS
Surety Agreements,  the European  Subsidiaries  Surety Agreements,
the  Advance  Payment  Guarantees,  the Waiver  Documents  and the
other Loan  Documents).  The  Borrower and the  Guarantors  hereby
grant to the Bank and  reaffirm  their prior grant and  conveyance
to the Bank of a continuing first priority  security  interest in,
lien on and charge  against all of the  Collateral.  The  Borrower
and  each  Guarantor   hereby   acknowledge  and  agree  that  the
Borrower Security  Agreement,  the Borrower Pledge Agreement,  the
Borrower  Mortgage  and  Security  Agreement,  the Deuer  Security
Agreement,  the Deuer  Mortgage  and Security  Agreement,  the RTI
Security   Agreement,   the  RTI  Patent  and  Trademark  Security
Agreement,  the RTI  Mortgage  and  Security  Agreement,  the RTIE
Security Agreement,  the RTI Electronics  Security Agreement,  and
any  other  security  agreements  are  ratified,   reaffirmed  and
confirmed  in all  respects,  shall  continue  in full  force  and
effect,  and  are  valid,  binding  and  enforceable  against  the
parties  thereto  as  if  executed  as of  the  date  hereof.  The
Borrower,  the Guarantors,  and the European Subsidiaries agree to
execute  and  deliver  to the Bank such  additional  documentation
deemed  necessary  or  appropriate  by the  Bank,  in its sole and
absolute  discretion,  to achieve the  purpose of this  section of
this Waiver Agreement.

      1.5  Reaffirmation of  Representations  and Warranties.  The
Borrower,  the Guarantors,  and the European  Subsidiaries  hereby
reaffirm their  respective  representations  and warranties in the
Loan  Documents,  which  representations  and  warranties are true
and  correct  as of the  date  hereof,  and  each and all of which
shall   survive  the   execution   and  delivery  of  this  Waiver
Agreement.

      1.6  Reaffirmation  of Guaranties.  In  consideration of the
undertakings  of the Bank  pursuant to this Waiver  Agreement  and
the other Loan Documents,  the Borrower and each Guarantor  hereby
reaffirm  the  Borrower  Surety  Agreements,  the Selas SAS Surety
Agreements,  the other Loan Documents and all of their  respective
obligations  thereunder.  The Borrower and each  Guarantor  hereby
consent  to  the  execution  and  delivery  by the  Borrower,  the
Guarantors,   and  the  European   Subsidiaries   of  this  Waiver
Agreement,   the  other  Waiver   Documents  and  the  other  Loan
Documents and all other  documents and  instruments to be executed
pursuant  hereto  or in  connection  herewith.  The  Borrower  and
each  Guarantor  hereby  waives  any right it may have to  contest
the   validity   or   enforceability   of  the   Borrower   Surety
Agreements,   Selas  SAS  Surety  Agreements  or  any  other  Loan
Document,  for  any  reason  whatsoever.   The  Guarantors  hereby
acknowledge and agree that the term  Obligations,  as defined in
their  respective  Borrower Surety  Agreements  includes,  without
limitation,  all of the obligations,  now or hereafter arising, of
Borrower  to the Bank,  whether  under the Credit  Agreement,  the
other Loan  Documents,  as amended,  or  otherwise.  The  Borrower
and each  Guarantor  hereby  acknowledge  and agree  that the term
Guaranteed  Obligations,  as defined in their  respective  Selas
SAS Surety Agreements  includes,  without  limitation,  all of the
obligations,  now or hereafter arising,  of Selas SAS to the Bank,
whether  under the Selas SAS Term Loan  Agreements,  the Selas SAS
Facility   Agreement,   any  document  or  agreement  executed  in
connection  with the Advance  Payment  Guarantees  that may now or
hereafter  be  issued  by the  Bank on  behalf  of Selas  SAS,  or
otherwise.  The Borrower  and each  Guarantor  hereby  acknowledge
and agree that the Borrower  Surety  Agreements  and the Selas SAS
Surety Agreements,  and any other suretyship  agreements  executed
by them in  favor  of the Bank or its  affiliates,  are  ratified,
reaffirmed  and confirmed in all respects,  shall continue in full
force and effect, and are valid,  binding and enforceable  against
the  parties  thereto as if executed  as of the date  hereof.  The
Borrower,  the Guarantors,  and the European Subsidiaries agree to
execute  and  deliver  to the Bank such  additional  documentation
deemed  necessary  or  appropriate  by the  Bank,  in its sole and
absolute  discretion,  to achieve the  purpose of this  section of
this Waiver Agreement.

      1.7  Bank  Has  No   Obligation   to  Extend   Waiver.   The
Borrower,  the Guarantors,  and the European  Subsidiaries  hereby
acknowledge  and  agree  that the Bank  shall  have no  actual  or
implied  duty or  obligation  to  extend  the  waiver  granted  to
Borrower  herein  beyond  the  waiver  of the  Financial  Covenant
Defaults as of December  31,  2001,  and the  determination  as to
any other or further  waivers  shall only be made by the Bank,  in
the Bank's sole and absolute discretion.


      1.8  Bank  Has No  Obligation  to  Issue  Further  Advance
Payment  Guarantees.  The Borrower,  the Guarantors,  the European
Subsidiaries   hereby   acknowledge   and  agree  that  except  as
provided  herein,  Bank  shall  have no duty to issue any  advance
payment  guarantees  to  or  for  the  benefit  of  Borrower,  the
Guarantors,   and/or  the   European   Subsidiaries,   or  provide
overdraft   financing   for  Borrower,   Guarantors,   and/or  the
European Subsidiaries.

         ARTICLE II - WAIVER OF FINANCIAL COVENANT DEFAULTS

      2.1  Waiver  of  Financial  Covenant  Defaults.  Subject  to
the  provisions  hereof,  the Bank  hereby  waives  the  Financial
Covenant  Defaults.  Notwithstanding  the  foregoing,  the  Banks
waiver of the Financial  Covenant  Defaults,  or any communication
between the Bank,  the  Borrower,  the  Guarantors,  the  European
Subsidiaries,  or  each  of  their  respective  officers,  agents,
employees or  representatives,  shall not be deemed to  constitute
a waiver  of (i) any  default  or Event of  Default,  whether  now
existing or hereafter  arising,  under the Loan  Documents,  other
than  the   Financial   Covenant   Defaults;   (ii)  the   ongoing
obligation  of the  Borrower,  the  Guarantors  and  the  European
Subsidiaries  to comply  with the Credit  Agreement  and the other
Loan  Documents  as  amended  hereby;   or  (iii)  any  rights  or
remedies   which  the  Bank  has   against   the   Borrower,   the
Guarantors,   or  the   European   Subsidiaries   under  the  Loan
Documents  and/or  applicable  law,  with  respect  to  Events  of
Default,  other than rights and  remedies  which  directly  result
from  the  occurrence  and  existence  of the  Financial  Covenant
Defaults.  The  Bank  hereby  reserves  and  preserves  all of its
rights and remedies  against the  Borrower,  the  Guarantors,  and
the   European   Subsidiaries   under  the  Loan   Documents   and
applicable  law,  other  than  the  right to  declare  an Event of
Default  or  exercise  remedies  based  upon  the  occurrence  and
existence of the Financial Covenant Defaults.

            ARTICLE III - AMENDMENTS TO LOAN DOCUMENTS

      3.1  Amendment  of the  Definition  of Loan  Documents.  The
following  definitions  in the Credit  Agreement is hereby amended
and restated, as follows:

      Revolving  Credit  Termination  Date is hereby  amended to
      mean  the  earlier of (i)  February  28, 2002 (as such date
      may be  extended  from  time  to  time  in  accordance  with
      Section 2.8 hereof) or (ii) the date on which the  Revolving
      Credit  Commitment  is  terminated  pursuant  to Section 9.2
      hereof.

      3.2  New  Definition.  The  following  new defined terms are
hereby added to Section 1.1 of the Credit  Agreement  (and if such
terms  are  defined  elsewhere  in  the  Credit  Agreement,   such
defined  terms are deemed to be amended and  restated and replaced
with the definitions set forth below):

      European  Subsidiaries  shall  have the  meaning  given to
      such term in the Waiver Agreement.

      Loan  Documents means the Existing Loan Documents (as such
      term  is  used  in  the   Waiver   Agreement),   the  Waiver
      Agreement,  the  Waiver  Documents,  and all  documents  and
      agreements  executed  in  connection  therewith  or pursuant
      thereto, as the same may be amended from time to time.

      Obligations  means and all  indebtedness,  obligations and
      liabilities,  of any kind, of the Borrower,  the Guarantors,
      the  European  Subsidiaries  (or any of  them)  to the  Bank
      and/or its  affiliates  including,  but not  limited to, all
      obligations  under the Loan Documents,  and any other notes,
      loan  agreements,  security  agreements,  letters of credit,
      swap  agreements  (as  defined  in  Title  11 of the  United
      States Code), instruments,  accounts receivable,  contracts,
      drafts,  leases,  chattel paper,  indemnities,  acceptances,
      reimbursement     agreements,     repurchase     agreements,
      overdrafts,  however and  whenever  incurred  or  evidenced,
      whether  primary,  secondary,  direct,  indirect,  absolute,
      contingent,  due or to become due, now existing or hereafter
      arising,  and  all  amendments,  modifications  or  renewals
      thereof,   including   without   limitation  all  principal,
      interest,  fees, charges,  advances,  and costs and expenses
      incurred   thereunder   (including,    without   limitation,
      attorneys fees and other costs of collection,  regardless of
      whether suit is commenced).

      Waiver  Agreement  shall  mean  that  certain  Waiver  and
      Amendment  Agreement  dated as of November 20, 2001,  by and
      among,  the Bank,  the  Borrower,  the  Guarantors,  and the
      European Subsidiaries, as amended from time to time.

      Waiver  Documents  shall mean the Waiver Agreement and all
      of  the  documents,   agreements  and  instruments  executed
      and/or   delivered  to  the  Bank  pursuant  to  the  Waiver
      Agreement  (including the documents described in Articles IV
      and V thereof).

      3.3  New  Paragraph  (h) to Section  9.1.  Paragraph  (h) is
hereby added to Section 9.1 of the Credit Agreement as follows:

      (h)  If there  shall  exist an Event of  Default  under  the
      Waiver  Agreement any Waiver  Document or any other document
      or agreement  executed in  connection  therewith or pursuant
      thereto.

           ARTICLE IV - ADDITIONAL TERMS AND CONDITIONS

      4.1  Advance   Payment   Guarantees.   The  Bank  agrees  to
provide  a new  credit  facility  to or  for  the  benefit  of the
Borrower,   the   Guarantors,   and  the  European   Subsidiaries,
pursuant  to which the  London  Branch  will  issue the  following
advance payment  guarantees  (collectively,  the Advance  Payment
Guarantees),   for  the   account  of  the   specified   European
Subsidiary,  in the  amounts  and on or after  the dates set forth
below,  upon the  Borrowers  request  therefor and subject to the
prior  satisfaction  of  the  applicable  terms,   conditions  and
covenants therefor, described in Section 4.2 below:

                (a)  on or after  November  21,  2001,  an Advance
Payment  Guaranty  in the  amount of  E2,199,000  (Euros) to Voest
Alpine Stahl GmbH (Voest) on behalf of Selas SAS;

                (b)  on or after  January  15,  2002,  an  Advance
Payment  Guaranty in the amount of  E1,097,550  (Euros) to Duferco
on behalf of Selas SAS;

                (c)  on or after  November  28,  2001,  an Advance
Payment Guaranty in the amount of Norwegian  Kroners  1,305,000 to
Soral on behalf of CFR;

                (d)  on or after  November  28,  2001,  an Advance
Payment  Guaranty in the amount of  E187,500  (Euros) to Protex on
behalf of CFR;

                (e)  on or after  November  28,  2001,  an Advance
Payment   Guaranty  in  the  amount  of  E48,600  (Euros)  to  LOI
Thermoprocess on behalf of CFR;

                (f)  on or after  December  15,  2001,  an Advance
Payment  Guaranty in the amount of FF 280,000  (French  Francs) to
Swiss Metal on behalf of CFR;

                (g)  on or after  November  28,  2001,  an Advance
Payment  Guaranty in the amount of E25,192.20  (Euros) to Valourec
on behalf of CFR;

                (h)  on or after  November  28,  2001,  an Advance
Payment  Guaranty  in the amount of E25,500  (Euros) to  Suleasing
on behalf of CFR; and

                (i)  on or after  December  15,  2001,  an Advance
Payment  Guaranty in the amount of  FF125,000  (French  Francs) to
NGK on behalf of CFR.

      4.2  Specific  Conditions   Precedent  and  Covenants  For
Advance Payment Guarantees.

           4.2.1The  Banks   obligation   to  issue  any  Advance
Payment  Guaranty  described  in  Section  4.1 above is subject to
the  prior  satisfaction  of  all  of  the  following   conditions
precedent  which the Borrower,  the  Guarantors,  and the European
Subsidiaries acknowledge are material:

                (a)  For  each  Advance  Payment   Guaranty,   the
European  Subsidiaries,  the  Borrower  and the  Guarantors  shall
have  executed  and  delivered  (or  caused  to  be  executed  and
delivered)  to the Bank  such  documents  and  agreements,  as the
Bank,   in  its  sole  and  absolute   discretion,   may  require,
including, without limitation, the following:

                     (I)  A facility  agreement  for each  Advance
Payment  Guaranty,   duly  executed  by  the  particular  European
Subsidiary on whose behalf such Advance  Payment  Guaranty will be
issued,  that will include  certain terms and  conditions  for the
issuance of the Advance  Payment  Guarantees,  such as duration of
such Advance Payment  Guaranty,  applicable fees,  interest rates,
penalty  interest,  and other terms and conditions,  in the Banks
sole and absolute condition;

                     (ii) a  General   Counter   Indemnity,   duly
executed by the  particular  European  Subsidiary  on whose behalf
such Advance Payment Guaranty will be issued; and

                     (iii)such  other  documents  as the Bank,  in
its sole discretion, may require.

                (b)  There  shall not be a  default,  a Default or
an Event of  Default  under the Selas  Term Loan  Agreements,  the
Selas SAS Facility,  the Credit Agreement,  the documents executed
or delivered in connection  with any Advance  Payment  Guaranty or
any  other  Loan  Document  (other  than  the  Financial  Covenant
Defaults);

                (c)  The  requirements of Article V of this Waiver
Agreement shall have been satisfied;

                (d)  The Borrower and the  Guarantors  shall have:
(i)  provided  all  of  the  information  and  documentation,   as
requested by Bank,  for appraisals of the  Collateral,  including,
but not limited to,  appraisals of all real estate,  machinery and
equipment  located in  Pennsylvania,  Ohio,  and Minnesota and all
machinery and  equipment  located in  California;  and (ii) agreed
to   permit    unrestricted   access   for   the   Bank   or   its
representatives  to  perform  such  appraisals;  and pay the costs
and expenses incurred by Bank for such appraisals;

                (e)   The  Borrower,   the  Guarantors,   and  the
European  Subsidiaries  shall  have  provided  the Bank with their
business  plan  for  their   European   operations,   including  a
description  of any  management  changes  in  furtherance  of such
plan; and

                (f)  The   Borrower    shall   have   engaged   in
discussions  with  Voest for the sale of Selas  SAS in  accordance
with the  Borrowers  proposal  to Bank,  and the  Borrower  shall
have  provided  the Bank  with a written  certification  signed by
Borrowers management that it has engaged in such discussions.

           4.2.2The  Banks   obligations  to  issue  any  Advance
Payment  Guaranty  described  in  Section  4.1(b)  through  4.1(i)
above are subject to the  satisfaction,  prior to the  issuance of
any such Advance  Payment  Guaranty,  of: (i) all of the terms and
conditions  set  forth in  Section  4.2.1,  and  (ii)  each of the
following  additional  terms  and  conditions  that  is  specified
below to be satisfied on or before such date of issuance:

                (a)  On or before  December 15, 2001, the Borrower
shall  provide  to Bank a  written  indication  of  interest  from
Voest  in   purchasing   Selas  SAS,   or,  in  the   alternative,
Borrowers  written  statement  that other  potential  buyers have
been contacted about the potential sale of Selas SAS;

                (b)  On or  before  January  31,  2002,  the  Bank
shall have received  completed title searches on the  Pennsylvania
Property,   the  Ohio  Property,   and  the  Minnesota   Property,
acceptable to the Bank in its sole and absolute discretion;

                (c)  On or  before  January  31,  2002,  the  Bank
shall  have  received  completed  appraisals  of  the  Collateral,
acceptable to the Bank in its sole and absolute discretion;

                (d)  Upon the earlier of (i)  February  28,  2002,
or (ii)  receipt  of  payment  by  Selas  SAS  from  Duferco,  the
Borrowers,  the  Guarantors  and  Selas SAS  shall  repay  amounts
outstanding  as necessary to reduce the  Overdraft  Facility to an
amount  that is not greater  than  E4,650,000  (Euros);  provided,
however,  that  nothing  herein  shall be deemed  to waive  Banks
right in its sole  discretion  to  demand  payment  in full of all
amounts  outstanding  under  the  Overdraft  Facility  or the  APG
Facility at any time;

                (e)  On or  before  February  28,  2002,  Borrower
shall  provide  Bank  with a written  certification  that its 2001
fourth  quarter  pre-tax  losses,  if any, for the  Borrower,  the
Guarantors,  the European Subsidiaries and their affiliates,  on a
consolidated basis are not more than $200,000; and

                (f)  On or  before  February  28,  2002,  Borrower
shall  provide  Bank  with a copy of a written  offer to  purchase
Selas SAS, acceptable to the Bank.

           4.2.3On  or  before  December  7,  2001,  the  European
Subsidiaries  shall  deliver,  or  cause to be  delivered,  to the
Bank   opinions   of   their   respective   counsel,    reasonably
satisfactory  to  the  Bank  in  all  respects  (Opinions).   In
addition to the terms and  conditions  set forth in Sections 4.2.1
and 4.2.2,  the Banks  obligations  to issue any Advance  Payment
Guaranty  described  in Section  4.1(b)  through  4.1(i) above are
also subject to the Banks  receipt of the  Opinions  prior to the
issuance of any such Advance Payment Guaranty.

      4.3  Conditions  Precedent for Additional  Advance  Payment
Guaranty  to  Voest  .  The  Bank,   in  its  sole  and   absolute
discretion,  and  without  making  any  commitment  therefor,  may
issue an additional  Advance Payment  Guaranty to Voest, on behalf
of Selas SAS, upon the  satisfaction  of: (i) all of the terms and
conditions  set  forth  in  Sections  4.1 and  4.2 of this  Waiver
Agreement,  and (ii) such other terms and  conditions  as the Bank
in its sole and absolute discretion may determine.

                 ARTICLE V- CONDITIONS PRECEDENT

      The  effectiveness  of this Waiver  Agreement and the Banks
obligations  hereunder are  conditioned  upon the  fulfillment  by
the Borrower,  the  Guarantors  and the European  Subsidiaries  of
all of the following express conditions precedent:

      5.1  Documents to be Delivered  to the Bank.  The  Borrower,
the Guarantors,  and/or the European  Subsidiaries  shall deliver,
or cause  to be  delivered,  to the  Bank,  in form and  substance
reasonably  satisfactory  to the Bank, the documents  described in
Section 4.2.1 hereof and the following documents:

           (a)  This Waiver  Agreement,  executed by the Borrower,
the Guarantors, and the European Subsidiaries;

           (b)  An    Unconditional    Guaranty   and   Suretyship
Agreements,  duly executed by the Borrower and the Guarantors,  as
guarantor  and  surety  for  all  indebtedness,   liabilities  and
obligations   of   the   European   Subsidiaries   to   the   Bank
(collectively, the European Subsidiaries Surety Agreements);

           (c)  Fifth  Amendment  to First  Mortgage  and Security
Agreement,  duly  executed by Borrower as Mortgagor  (with respect
to the Pennsylvania Property);

           (d)  Fifth  Amendment  to First  Mortgage  and Security
Agreement,  duly  executed by Borrower as Mortgagor  (with respect
to the Ohio Property);

           (e)  Second Amendment to Mortgage,  Security  Agreement
and  Fixture  Financing   Statement,   duly  executed  by  RTI  as
Mortgagor (with respect to the Minnesota Property);

           (f)  Warrant of Attorney to Confess Judgment,  executed
by the Borrower and each Guarantor;

           (g)  A  Certification  of  Authority  executed  by  the
Secretary  of  each  of the  Borrower,  the  Guarantors,  and  the
European   Subsidiaries,   each  dated  as  of  the  date  hereof,
certifying  the  incumbency  and signature of the officers of each
such  entity   executing  this  Waiver  Agreement  and  all  other
documents to be delivered by them pursuant  hereto,  together with
evidence  of the  incumbency  of  such  Secretary;  and  Corporate
Resolutions  for each of the  Borrower,  the  Guarantors,  and the
European    Subsidiaries,    certified    by   their    respective
Secretaries,  authorizing  and  approving  this Waiver  Agreement,
and the documents and payments specified herein;

           (h)  Opinions of counsel for each of the  Borrower  and
the Guarantors, satisfactory to the Bank in all respects; and

           (i)  Such other  documents  as may be  required  by the
                Bank.

      5.2  Payment of  One-half  of  Facility  Fee.  The  Borrower
shall  have  paid to the  Bank  the sum of  Twelve  Thousand  Five
Hundred   Dollars   ($12,500)  which  is  one-half  of  the  total
facility  fee of  $25,000  (Facility  Fee),  and  the  remaining
one-half  of the  Facility  Fee in the amount of $12,500  shall be
due and payable in full on January 4, 2002.

      5.3  Payment of Bank's Costs,  Expenses and Legal Fees.  The
Borrower  shall  have paid to the Bank the  amount  of the  Bank's
out-of-pocket costs and expenses,  including,  without limitation,
all  reasonable  fees and  out-of-pocket  expenses  of counsel for
the  Bank  in  connection   with:   (i)  the  Financial   Covenant
Defaults,  (ii) the  negotiation  and  preparation  of the  Waiver
Documents, and (iii) the other Loan Documents.

           ARTICLE VI - REPRESENTATIONS AND WARRANTIES

           To induce the Bank to enter into this Waiver  Agreement
and  as  partial   consideration  for  the  terms  and  conditions
contained    herein,    the   Borrower    makes   the    following
representations  and  warranties  to the  Bank,  each  and  all of
which shall  survive  the  execution  and  delivery of this Waiver
Agreement  and all of the other  documents  executed in connection
herewith:

      6.1  Organization; Authorization; and Location.

           (a)  The  Borrower,  the  Guarantors,  and the European
Subsidiaries are duly  incorporated,  organized,  validly existing
and  in  good  standing  under  the  laws  of  the   jurisdictions
indicated  in the first  paragraph of this Waiver  Agreement,  and
each is duly  authorized to do business,  and is duly qualified as
a foreign  corporation in all jurisdictions  wherein the nature of
its business or property makes such qualification  necessary,  and
has the  corporate  power to own its  property and to carry on its
business as now conducted;

           (b)  The  Borrower,  the  Guarantors,  and the European
Subsidiaries  have the requisite  corporate power and authority to
execute,  deliver and perform  this  Waiver  Agreement  and all of
the documents executed by it in connection herewith.

      6.2  Valid and  Binding  Agreement.  This  Waiver  Agreement
is, and each of the documents  executed  pursuant  hereto will be,
legal,  valid,  and  binding  obligations  of the party or parties
thereto,  enforceable  against each such party in accordance  with
their respective terms.

      6.3  Compliance  with Laws.  The Borrower,  each  Guarantor,
and each  European  Subsidiary  are in  compliance in all material
respects with all laws,  regulations and  requirements  applicable
to its business,  including  without  limitations  all  applicable
Environmental  Laws,  and  each  has  not  received,  and  has  no
knowledge   of,   any  order  or   notice   of  any   governmental
investigation  or of any  violations or claims of violation of any
law,  regulation  or  any  governmental  requirement,   except  as
expressly disclosed herein.

      6.4  No  Conflict;   Government  Approvals.  The  execution,
delivery and  performance  by the Borrower,  each  Guarantor,  and
the European  Subsidiaries of this Waiver  Agreement and the other
documents executed in connection herewith will not:

           (a)  conflict with,  violate or result in the breach of
any provisions of any applicable  law, rule,  regulation or order;
or

           (b)  conflict  with  or  result  in the  breach  of any
provision  of  its  Articles  of  Incorporation,  charter,  and/or
by-laws.  No  authorization,  consent  or  approval  of,  or other
action  by,  and no  notice of or filing  with,  any  governmental
authority  or  regulatory  body is required to be obtained or made
by the Borrower for the due  execution,  delivery and  performance
of this Waiver Agreement.

      6.5  Third  Party  Consents.  The  execution,  delivery  and
performance  by the Borrower,  each  Guarantor,  and each European
Subsidiary  of this Waiver  Agreement  and the  documents  related
hereto will not:

           (a)  require  any  consent or approval of any person or
entity which has not been  obtained  prior to, and which is not in
full force and effect as of, the date of this Waiver Agreement;

           (b)  result in the breach of, default  under,  or cause
the  acceleration  of any obligation  owed under any loan,  credit
agreement,  note, security agreement,  lease indenture,  mortgage,
loan  document or other  agreement  by which the Borrower is bound
or affected; or

           (c)  result in, or require the  creation or  imposition
of, any lien or encumbrance  on any of the  Borrower's  properties
other  than  those  liens or  security  interests  in favor of the
Bank or the liens or security  interests  disclosed to the Bank in
the Loan Documents.

      6.6  Financial Statements; Reporting.

           (a)  Except as  otherwise  disclosed  in writing to the
Bank  prior to the  date  hereof,  all  balance  sheets,  reports,
budgets,  reconciliations,  accounts receivable reports, and other
financial  information  supplied to the Bank by the Borrower  have
been  prepared in  conformity  with GAAP,  and present  fairly the
financial  condition  and results of  operations  of the  Borrower
for the period covered thereby.

           (b)  The Borrower,  each  Guarantor,  and each European
Subsidiary  do not know of any facts,  other  than  those  already
disclosed  in  writing  to the  Bank,  that  materially  adversely
affect  or  in  so  far  as  can  be  foreseen,   will  materially
adversely   affect  their  ability  to  perform  their  respective
obligations   under  this  Waiver   Agreement  and  the  documents
executed in connection herewith.

      6.7  Exclusive  and  First  Priority   Perfected  Lien.  The
Bank  has,  as of the date  hereof,  and shall  continue  to have,
until all of the  Obligations  are paid in full,  first  priority,
valid  perfected  liens upon and security  interests in all of the
Collateral  to secure the  payment and  performance  of all of the
Obligations.

      6.8  No  Untrue  or  Misleading  Statements.   Neither  this
Waiver  Agreement  nor any other  document  executed in connection
herewith  contains  any untrue  statement  of a  material  fact or
omits any material  fact  necessary in order to make the statement
made,  in  light of the  circumstances  under  which it was  made,
accurate.

      6.9  No  Events  of  Default.   Other  than  the   Financial
Covenant  Defaults,  no default or Event of Default  has  occurred
as of the date hereof under any of the Existing Loan Documents.

                 ARTICLE VII - EVENTS OF DEFAULT

      The  occurrence  of any one or more of the  following  shall
constitute an "Event of Default" hereunder:

      7.1  Borrower's   Failure   to  Pay.   The   Borrower,   any
Guarantor,  or any  European  Subsidiary  shall  fail  to pay  any
amount  of  principal,  interest,  fees or other  sums as and when
due under  any of the Loan  Documents,  or any other  Obligations,
whether upon stated maturity, acceleration, or otherwise.

      7.2  Breach  of  Covenants  or  Conditions.  Except  for the
Financial Covenant Defaults, the Borrower,  any Guarantor,  or any
European  Subsidiary  shall fail to  perform or observe  any other
covenant,  term,  agreement or condition in this Waiver  Agreement
(including,  without  limitation,  the  failure  of  the  European
Subsidiaries  to deliver,  or cause to be delivered,  the Opinions
to the  Bank  on or  before  December  7,  2001,  as  required  by
Section 4.2.3  hereof),  the other Waiver  Documents or any of the
other  Loan  Documents  or is in  violation  of or  non-compliance
with any  provision  of this Waiver  Agreement,  the other  Waiver
Documents   or  any  of  the  other  Loan   Documents   after  the
expiration  of any  cure  period,  if any,  set  forth in any such
Loan Documents with respect to such covenant,  term,  agreement or
condition.

      7.3  Defaults  in Other  Material  Agreements.  There  shall
occur any  default  under,  or as defined  in, any other  material
agreement  applicable  to  the  Borrower,  any  Guarantor,  or any
European  Subsidiary or by which the Borrower,  any Guarantor,  or
any  European  Subsidiary  is bound  which  shall not be  remedied
within  the  period  of time  (if any)  within  which  such  other
agreement  permits  such  default  to  be  remedied,  unless  such
default  is waived by the other  party  thereto  or  excused  as a
matter of law.

      7.4  Agreements  Invalid.  The validity,  binding nature of,
or  enforceability  of any material  term or provision of any Loan
Document  is  disputed  by, on behalf  of, or in the right or name
of the Borrower,  any  Guarantor,  or any the European  Subsidiary
or any material  term or  provision  of any such Loan  Document is
found or  declared to be invalid,  avoidable,  or  non-enforceable
by any court of competent jurisdiction.

      7.5  False  Warranties;  Breach of  Representations.  Except
as otherwise  disclosed  to the Bank in writing  prior to the date
hereof,  any  warranty  or  representation  made by the  Borrower,
each  Guarantor,  and/or each  European  Subsidiary in this Waiver
Agreement  or any other Loan  Document  or in any  certificate  or
other  writing   delivered   under  or  pursuant  to  this  Waiver
Agreement or any other Loan  Document,  or in connection  with any
provision   of  this   Waiver   Agreement   or   related   to  the
transactions  contemplated  hereby  shall prove to have been false
or incorrect or breached in any material respect.

      7.6  Bankruptcy.

           (a)  The  Borrower,  any  Guarantor,  or  any  European
Subsidiary   commences  any   bankruptcy,   reorganization,   debt
arrangement,  receivership,  or other case or proceeding under any
bankruptcy,  insolvency or  receivership  law, or any  dissolution
or liquidation proceeding.

           (b)  Any bankruptcy,  reorganization, debt arrangement,
receivership,  or other case or proceeding  under any  bankruptcy,
insolvency   or   receivership   law,   or  any   dissolution   or
liquidation  proceeding,  is involuntarily commenced against or in
respect  of  the  Borrower,   any   Guarantor,   or  any  European
Subsidiary  or  an  order  for  relief  is  entered  in  any  such
proceeding  and such case or  proceeding  is not fully and finally
dismissed within thirty (30) days.

           (c)  A  trustee,   receiver,   or  other  custodian  is
appointed  for  the  Borrower,   any  Guarantor  or  any  European
Subsidiary or a substantial part of any of its/their assets.

      7.7  Failure to Pay Taxes. The Borrower,  any Guarantor,  or
any  European  Subsidiary  shall  fail to pay  when  due any  tax,
assessment  or other  governmental  charge  as and when due to the
appropriate governmental entity.

      7.8  Event of Default Under Other Loan  Documents.  An Event
of Default  (as such term is defined in the Credit  Agreement)  or
a Default  or an Event of  Default  (as each such term is  defined
in the other Loan  Documents)  (other than the Financial  Covenant
Defaults) shall occur under any of the Loan Documents.

                     ARTICLE VIII - REMEDIES

      If an Event of Default  (as  defined in Article  VII of this
Waiver  Agreement)  shall  occur and be  continuing,  at any time,
without  notice to the Borrower,  any  Guarantor,  or any European
Subsidiary:

      8.1  Loan  Documents;  Applicable  Law. The Bank may, in its
sole  discretion,  enforce  all  of  its  remedies  as  set  forth
hereunder,   under  any  of  the  Loan   Documents   and/or  under
applicable law against the Borrower,  the  Guarantors,  and/or the
European Subsidiaries.

      8.2  Additional   Remedies.   The  Bank  may   declare   all
Obligations to be  immediately  due and payable and shall have, in
addition to any other  remedies,  all of the remedies of a secured
party under the Uniform  Commercial  Code (the  Code).  Expenses
of  retaking,  holding,  preparing  for sale,  selling or the like
shall  include  the Bank's  reasonable  attorney's  fees and legal
expenses  incurred  or expended by the Bank to enforce any payment
due to it  hereunder or under the Loan  Documents,  as against the
Borrower,  the  Guarantors,  or the European  Subsidiaries,  or in
the  prosecution  or  defense of any  action,  or  concerning  any
matter  growing out of or in  connection  with the Loan  Documents
and/or the Collateral.

      8.3  Power of Attorney.  The Borrower,  each Guarantor,  and
each European  Subsidiary do hereby make,  constitute  and appoint
any  officer  or  agent  of  the  Bank  as  the  true  and  lawful
attorney-in-fact  of  the  Borrower,   each  Guarantor,   and  the
European  Subsidiaries,  with power to, at the  Bank's  option and
at the expense and  liability  of the  Borrower,  the  Guarantors,
and the European  Subsidiaries:  (a) sign,  for the Borrower,  any
Guarantor,   and/or   the   European   Subsidiaries,    financing,
continuation  or amendment  statements  pursuant to the Code;  (b)
endorse the name of the Borrower,  any Guarantor,  or any European
Subsidiary  or any of the  respective  officers or agents  thereof
upon  any  notes,   checks,   drafts,   money  orders,   or  other
instruments  of payment  with respect to the  Collateral  that may
come into the  Bank's  possession  in full or  partial  payment of
any of the  Obligations;  and (c)  after an Event of  Default  has
occurred,  sue for,  compromise,  settle and  release  any and all
claims and disputes  with respect to the  Collateral;  granting to
said  attorney  of  the  Borrower,  the  Guarantors,   and/or  the
European  Subsidiaries  full  power  to  do  any  and  all  things
necessary  to be done in and  about  the  premises  as  fully  and
effectually as the Borrower,  any  Guarantor,  and/or the European
Subsidiaries  might or could do.  The  Borrower,  the  Guarantors,
and  the  European   Subsidiaries  hereby  ratify  all  that  said
attorney  shall  lawfully  do  or  cause  to  be  done  by  virtue
hereof.  This power of attorney is coupled with an  interest,  and
is irrevocable.

      8.4  Payment  of  Expenses.  At its  option,  the  Bank  may
discharge  taxes,   liens,   security   interests  or  such  other
encumbrances  as may attach to the  Collateral,  as  determined by
the Bank to be necessary.  The Borrower,  the Guarantors,  and the
European  Subsidiaries  will  reimburse the Bank on demand for any
payment so made or any expense  incurred  by the Bank  pursuant to
the foregoing  authorization,  and the Collateral also will secure
any  advances  or  payments so made or expenses so incurred by the
Bank.

                   ARTICLE IX - GENERAL RELEASE

      EFFECTIVE  UPON  THE  BORROWER,  THE  GUARANTORS,   AND  THE
EUROPEAN  SUBSIDIARIES,  FOR AND ON BEHALF OF  THEMSELVES  AND ALL
PERSONS AND/OR  ENTITIES  CLAIMING BY, THROUGH AND/OR UNDER ANY OF
THEM,  INCLUDING,  BUT NOT  LIMITED  TO,  ALL OF THEIR  RESPECTIVE
PAST AND  PRESENT  PARTNERS,  DIRECTORS,  SHAREHOLDERS,  OFFICERS,
EMPLOYEES,   ATTORNEYS,   ACCOUNTANTS,   ADMINISTRATORS,   AGENTS,
PARENT CORPORATIONS,  SUBSIDIARIES,  AFFILIATES,  REPRESENTATIVES,
PREDECESSORS,  SUCCESSORS AND ASSIGNS AND WHERE  APPLICABLE  THEIR
RESPECTIVE HEIRS,  EXECUTORS AND TRUSTEES  (COLLECTIVELY  REFERRED
TO HEREIN,  JOINTLY  AND  SEVERALLY,  AS THE  RELEASORS)  HEREBY
JOINTLY AND  SEVERALLY  UNCONDITIONALLY  REMISE,  RELEASE,  ACQUIT
AND  FOREVER  DISCHARGE  THE BANK AND ALL OF ITS PAST AND  PRESENT
DIRECTORS,    SHAREHOLDERS,    OFFICERS,   EMPLOYEES,   ATTORNEYS,
ACCOUNTANTS,    ADMINISTRATORS,   AGENTS,   PARENT   CORPORATIONS,
SUBSIDIARIES,    AFFILIATES,    REPRESENTATIVES,     PREDECESSORS,
SUCCESSORS,  ASSIGNS AND WHERE APPLICABLE THEIR RESPECTIVE  HEIRS,
EXECUTORS  AND  TRUSTEES  (COLLECTIVELY  REFERRED TO HEREIN AS THE
RELEASEES),   OF,   FROM  AND  WITH   RESPECT  TO  ANY  AND  ALL
GRIEVANCES,   DISPUTES,  MANNER  OF  ACTIONS,  CAUSES  OF  ACTION,
SUITS,  OBLIGATIONS,  LIABILITIES,  LOSSES, DEBTS, DAMAGES,  DUES,
SUMS OF MONEY, ACCOUNTS,  RECKONINGS,  CONTROVERSIES,  AGREEMENTS,
CLAIMS,  DEMANDS,  COUNTERCLAIMS AND CROSSCLAIMS,  INCLUDING,  BUT
NOT  LIMITED TO ALL CLAIMS AND CAUSES OF ACTION  ARISING OUT OF OR
RELATED  TO THE LOAN  DOCUMENTS  AND/OR ALL  TRANSACTIONS  RELATED
THERETO,  WHETHER KNOWN OR UNKNOWN,  ANTICIPATED OR UNANTICIPATED,
DIRECT,  INDIRECT OR CONTINGENT,  ARISING IN LAW OR EQUITY,  WHICH
THE  RELEASORS  (OR ANY OF THEM)  EVER HAD,  NOW HAS,  OR MAY EVER
HAVE  AGAINST  ANY  ONE  OR  MORE  OF  THE  RELEASEES,   FROM  THE
BEGINNING OF TIME TO THE DATE OF THIS WAIVER AGREEMENT.

                    ARTICLE X - MISCELLANEOUS

      10.1 Continuing  Effect.  Except as amended  hereby,  all of
the Loan  Documents  shall  remain in full  force and  effect  and
bind and  inure to the  benefit  of the  parties  thereto  and are
hereby ratified and confirmed.

      10.2 Choice of Law and Venue;  Submission to Jurisdiction;
Selection of Forum; Jury Trial Waiver.

           10.2.1    This  Waiver  Agreement  and the  other  Loan
Documents  (unless  expressly  provided  to  the  contrary  in any
other Loan  Document  with  respect to such other Loan  Document),
the  construction,  interpretation,  and  enforcement  hereof  and
thereof,  and the rights of the parties  hereto and  thereto  with
respect  to  all  matters  arising   hereunder  or  thereunder  or
related  hereto and thereto  shall be determined  under,  governed
by,   and   construed   in   accordance   with  the  laws  of  the
Commonwealth of Pennsylvania.

           10.2.2     The Bank, the Borrower, the Guarantors,  and
the European  Subsidiaries  agree that all actions or  proceedings
arising in  connection  with this waiver  agreement  and the other
loan  documents  shall be tried and litigated only in the state or
federal  courts  located  in  the  Commonwealth  of  Pennsylvania,
provided,  however,  that any  suit,  action  or other  proceeding
seeking  enforcement  against any Collateral or other property may
be brought,  at Bank's option,  in the courts of any  jurisdiction
where Bank  elects to bring such  action or where such  Collateral
or other  property  may be found.  The  Bank,  the  Borrower,  the
Guarantors,  and the European  Subsidiaries  waive,  to the extent
permitted  under  applicable  law,  any  right  each  may  have to
assert  the  doctrine  of forum  non  conveniens  or to  object to
venue to the  extent  any  suit,  action  or other  proceeding  is
brought in accordance with this section.

           10.2.3    The Bank, the Borrower,  the Guarantors,  and
the  European   Subsidiaries  hereby  waive  personal  service  of
process  and agree  that a summons  and  complaint  commencing  an
action or  proceeding  in such  court  shall be  proper  and shall
confer   personal   jurisdiction   if  served  by   registered  or
certified mail, return receipt  requested,  in accordance with the
notice provisions of this Waiver Agreement.

           10.2.4    The Bank, the Borrower,  the Guarantors,  and
the European  Subsidiaries  hereby waive their  respective  rights
to a jury  trial of any  claim or cause of  action  based  upon or
arising out of this Waiver  Agreement  or any other Loan  Document
or  any  of  the  transactions  contemplated  herein  or  therein,
including  all  contract  claims,  tort  claims,  breach  of  duty
claims,   and  all  other   common   law  or   statutory   claims,
whatsoever.  The Bank,  the  Borrower,  each  Guarantor,  and each
European   Subsidiary   warrant  and  represent   that  they  have
reviewed  this  waiver  and,  following  consultation  with  legal
counsel of its or his choice,  do hereby  knowingly,  voluntarily,
intentionally,  and expressly  waive their right to jury trial and
right  to  claim  or  recover,   in  any  such  suit,   action  or
proceeding,  any  special,  exemplary,  punitive or  consequential
damages or any damages  other  than,  or in  addition  to,  actual
damages.  In the  event  of  litigation,  a copy  of  this  waiver
agreement  may be filed  as a  written  consent  to a trial by the
court.

           10.2.5    The Bank, the Borrower,  the Guarantors,  and
the European  Subsidiaries  hereby acknowledge and agree that this
Section  is  a  specific  and  material   aspect  of  this  waiver
agreement   and  that  neither  the  Bank,   the   Borrower,   any
Guarantor,  nor any  European  Subsidiary  would  enter  into this
Waiver  Agreement  if the waivers set forth in this  section  were
not a part of thereof.

      10.3 Cooperation;  Other  Documents.  At all times following
the  execution  of  this  Waiver  Agreement,  the  Borrower,  each
Guarantor,   and  each  European   Subsidiary  shall  execute  and
deliver to the Bank,  or shall cause to be executed and  delivered
to the  Bank,  and  shall do or  cause  to be done all such  other
acts and things as the Bank may  reasonably  deem to be  necessary
or  desirable  to assure the Bank of the  benefit  of this  Waiver
Agreement  and  the  documents  comprising  or  relating  to  this
Waiver Agreement.

      10.4 Remedies  Cumulative;  No Waiver.  The  rights,  powers
and  remedies  of the  Bank in this  Waiver  Agreement  and in the
other Loan  Documents  are  cumulative  and not  exclusive  of any
right,  power or remedy provided in the Loan Documents,  by law or
in equity  and no  failure or delay on the part of the Bank in the
exercise of any right,  power or remedy shall  operate as a waiver
thereof,  nor shall any single or partial  exercise  of any right,
power or remedy  preclude any other or further  exercise  thereof,
or the exercise of any other right, power or remedy.

      10.5 Notices.  Any  notice  given  pursuant  to this  Waiver
Agreement  or pursuant to any document  comprising  or relating to
this Waiver  Agreement  or any of the other Loan  Documents  shall
be in  writing,  including  telecopies.  Notice  given by telecopy
shall be  deemed  to have  been  given  and  received  when  sent.
Notice  given by overnight  mail  courier  shall be deemed to have
been given and  received  one (1) day after the date  delivered to
such  overnight  courier by the party sending such Notice.  Notice
by mail  shall be  deemed to have been  given and  received  three
(3)  days  after  the date  deposited,  when  sent by first  class
certified mail, postage prepaid, and addressed as follows:

           To the Borrower,  the  Guarantors,  and/or the European
Subsidiaries:

                Mr. Frank A. Toczylowski
                Vice President and Treasurer
                Selas Corporation of America
                2034 Limekiln Pike
                Dresher, PA 19025

           With a copy to:

                Drinker Biddle & Reath LLP
                One Logan Square
                18th and Cherry Streets
                Philadelphia, PA 19103
                Attention: Michael B. Jordan, Esquire
                Telecopy Number: 215-988-2757

           To the Bank:

                First Union National Bank
                2240 Butler Pike
                Plymouth Meeting, PA 19462
                Attention: Robert Cordell, Senior Vice President
                Telecopy Number: 610-941-3129

           With a copy to:

                Duane, Morris & Heckscher, LLP
                One Liberty Place, 41st Floor
                Philadelphia, PA  19103
                Attention: Margery N. Reed, Esquire
                Telecopy Number: 215-979-1020

A party may change his or its  address  by giving  written  notice
of the changed address to the other parties, as specified herein.

      10.6 Indemnification.  If,  after  receipt of any payment of
all or any  part of the  Obligations,  the  Bank is  compelled  to
surrender  such  payment  to any  person or entity  for any reason
(including,   without   limitation,   a  determination  that  such
payment  is  void  or  voidable  as  a  preference  or  fraudulent
conveyance,  an  impermissible  setoff,  or a  diversion  of trust
funds),  then this Waiver  Agreement and the other Loan  Documents
shall  continue  in the full force and effect,  and the  Borrower,
each  Guarantor,  and each  European  Subsidiary  shall be jointly
and  severally  liable for, and shall  indemnify,  defend and hold
harmless   the  Bank   with   respect   to  the  full   amount  so
surrendered.  The  provisions  of this Section  shall  survive the
termination   of  this  Waiver   Agreement   and  the  other  Loan
Documents and shall be and remain  effective  notwithstanding  the
payment of the  Obligations,  the  cancellation  of any note,  the
release  of any  lien,  security  interest  or  other  encumbrance
securing  the  Obligations  or any other action which the Bank may
have  taken in  reliance  upon its  receipt of such  payment.  Any
cancellation  of any  note,  release  of any such  encumbrance  or
other such action  shall be deemed to have been  conditioned  upon
any  payment  of  the   Obligations   having   become   final  and
irrevocable.

      10.7 Costs,  Expenses and  Attorneys'  Fees.  The  Borrower,
the  Guarantors,  and the  European  Subsidiaries  agree to pay on
demand by the Bank,  all  out-of-pocket  fees,  costs and expenses
incurred  by  the  Bank,   including,   without  limitation,   all
appraisal  fees and  expenses and all fees and expenses of counsel
for  the   Bank  in   connection   with:   (i)  the   negotiation,
preparation and enforcement of this Waiver  Agreement,  the Waiver
Documents,  the other Loan  Documents and all other  documents and
instruments   executed  in   connection   herewith  or   otherwise
relating to this Waiver  Agreement;  and (ii) the  enforcement  or
exercise by the Bank of its rights and  remedies  with  respect to
the  collection  of the  Obligations  or to  preserve,  protect or
enforce its interests.

      10.8 Bankruptcy/Relief   from   Automatic   Stay.   If   any
bankruptcy,  insolvency,  reorganization or rehabilitation case or
proceeding   is  commenced  by  or  against  the   Borrower,   any
Guarantor,  or any European  Subsidiary  under any state,  federal
or foreign proceeding  (including,  without  limitation,  title 11
of  the  United  States  Code  (the   "Bankruptcy   Code")),   the
Borrower,  each  Guarantor,  and each European  Subsidiary  hereby
agree  that the Bank  and/or its  nominee(s)  or  assignee(s)  are
entitled to, and the Borrower,  each Guarantor,  and each European
Subsidiary  hereby waive any objections to,  immediate relief from
any stay imposed by Section 362 or 105 of the  Bankruptcy  Code or
other  applicable  law or against  the  exercise of the rights and
remedies  otherwise  available  to the Bank and/or its  nominee(s)
or  assignee(s)  as provided in this Waiver  Agreement,  the other
Waiver  Documents,  the  other  Loan  Documents  and as  otherwise
provided  by  law.  Upon  the  occurrence  of any  of  the  events
described in this  Section,  the  Borrower,  each  Guarantor,  and
each  European  Subsidiary  covenant  to take  any  action  deemed
necessary  or  convenient  by the Bank and/or its  nominee(s)  and
assignee(s)   to  enable  the  Bank  and/or  its   nominee(s)  and
assignee(s)  to  continue  to  exercise  its rights  and  remedies
under this Waiver Agreement.

      10.9 Survival  of   Representations   and  Warranties.   All
representations  and warranties of the Borrower,  the  Guarantors,
and  the   European   Subsidiaries   contained   in  this   Waiver
Agreement,  the other Waiver  Document,  the other Loan Documents,
and  in  all  other   documents   and   instruments   executed  in
connection  herewith or therewith  shall  survive the execution of
this Waiver  Agreement  and are  material and have been or will be
relied upon by the Bank,  notwithstanding  any investigation  made
by any person,  entity or  organization  on the Bank's behalf.  No
implied  representations  or warranties  are created or arise as a
result of this Waiver  Agreement or the  documents  comprising  or
relating to this Waiver Agreement.

      10.10Headings.  The headings and  underscoring  of articles,
sections and clauses  have been  included  herein for  convenience
only and shall  not be  considered  in  interpreting  this  Waiver
Agreement.

      10.11Integration.  This Waiver  Agreement  and all documents
and  instruments  executed in  connection  herewith  or  otherwise
relating   to   this   Waiver   Agreement,    including,   without
limitation,  the Loan Documents,  constitute the sole agreement of
the  parties  with  respect  to  the  subject  matter  hereof  and
thereof and supersede  all oral  negotiations  and prior  writings
with respect to the subject matter hereof and thereof.

      10.12Amendment  and  Waiver.  No  amendment  of this  Waiver
Agreement,  and no waiver,  discharge or termination of any one or
more of the  provisions  thereof,  shall be  effective  unless set
forth in writing and signed by all of the parties hereto.

      10.13Successors and Assigns.  This Waiver  Agreement and the
other  Loan  Documents:  (a) shall be binding  upon the Bank,  the
Borrower,  each Guarantor,  and each European  Subsidiary and upon
their   respective   officers,   directors,   employees,   agents,
trustees,    representatives,    nominees,   parent   corporation,
subsidiaries,  heirs,  executors,  administrators,  successors  or
assigns,  and (b) shall  inure to the  benefit  of the  Bank,  the
Borrower,  each Guarantor,  and each European Subsidiary provided,
however,  that neither the Borrower nor any  Guarantor or European
Subsidiary  may  assign  any  rights  hereunder  or  any  interest
herein  without  obtaining the prior written  consent of the Bank,
and any such  assignment  or  attempted  assignment  shall be void
and of no effect with respect to the Bank.

      10.14Severability  of  Provisions.  Any  provision  of  this
Waiver  Agreement that is held to be  inoperative,  unenforceable,
void  or  invalid   in  any   jurisdiction   shall,   as  to  that
jurisdiction,  be  ineffective,  unenforceable,  void  or  invalid
without  affecting the remaining  provisions in that  jurisdiction
or the  operation,  enforceability  or validity of that  provision
in any  other  jurisdiction,  and to this  end the  provisions  of
this Waiver  Agreement are declared to be  severable.  This Waiver
Agreement shall remain valid and enforceable  notwithstanding  the
invalidity,  insufficiency,  or unenforceability of any other Loan
Document.

      10.15Conflicting  Provisions.  To the extent that any of the
terms  in  this  Waiver  Agreement  contradict  any of  the  terms
contained in any of the Loan  Documents,  the terms of this Waiver
Agreement shall control.

      10.16Joint  and  Several  Liability.   The  obligations  and
liabilities  of the  Borrower  and each  Guarantor  hereunder  are
joint and several.

      10.17     Intent to Limit  Charges to Maximum  Lawful  Rate.
In no event shall the interest  rate or rates  payable  under Loan
Documents,  as amended by this  Waiver  Agreement,  plus any other
amounts  paid in  connection  herewith,  exceed the  highest  rate
permissible  under any law that a court of competent  jurisdiction
shall,  in a final  determination,  deem  applicable.  The parties
hereto,   in  executing  and  delivering  this  Waiver  Agreement,
intend  legally  to agree upon the rate or rates of  interest  and
manner of payment  stated  within  it;  provided;  however,  that,
anything  contained  herein to the  contrary  notwithstanding,  if
said rate or rates of  interest  or manner of payment  exceeds the
maximum  allowable  under  applicable law, then, ipso facto, as of
the date hereof,  the Borrower,  the Guarantors,  and the European
Subsidiaries  are and  shall be  liable  only for the  payment  of
such  maximum as allowed by law,  and  payment  received  from the
Borrower,  the  Guarantors,   and  the  European  Subsidiaries  in
excess  of  such  legal  maximum,   whenever  received,  shall  be
applied to reduce the  principal  balance  of the  Obligations  to
the extent of such excess.

      10.18Counterparts;   Effectiveness.  This  Waiver  Agreement
may be  executed  by  facsimile  signatures  and in any  number of
counterparts   and   by  the   different   parties   on   separate
counterparts,  and each such counterpart  shall be deemed to be an
original,  but all such  counterparts  shall  together  constitute
one and the same Waiver  Agreement.  This Waiver  Agreement  shall
be deemed to have been  executed and  delivered  when the Bank has
received  facsimile  counterparts  hereof  executed by all parties
listed on the signature pages hereto.


    [The remainder of this page is intentionally left blank.]



      IN WITNESS WHEREOF, the undersigned have caused this Waiver
Agreement to be executed by their duly authorized officers on
the date first above written.

ATTEST:                   FIRST UNION NATIONAL BANK

  /s/ C. S. Orellana
                          By:              /s/  Robert Cordell
                             Name:  Robert Cordell
                             Title: Senior Vice President


ATTEST:                   SELAS CORPORATION OF
                             AMERICA
   /s/ Judith L. Gatens
                          By:       /s/  Francis A.
Toczylowski
                             Name:  Francis A. Toczylowski
                             Title: Vice President


ATTEST:                   SELAS SAS


  /s/ Robert Pernelle               By:           /s/  Christian
Bailliart
  Sales Manager              Name:  Christian Bailliart
                             Title: President


ATTEST:                    CFR-CECF FOFUMI RIPOCHE


  /s/ Gerard Goset           By:           /s/  Christian
Bailliart
  Chief Operating Officer           Name:  Christian Bailliart
                             Title: President


ATTEST:                   DEUER MANUFACTURING, INC.


   /s/ Judith L. Gatens
                          By:       /s/  Francis A.
Toczylowski
                             Name:  Francis A. Toczylowski
                             Title: Vice President




ATTEST:                   RESISTANCE TECHNOLOGY, INC.,


   /s/ Judith L. Gatens
                          By:       /s/  Francis A.
Toczylowski
                             Name:  Francis A. Toczylowski
                             Title: Vice President


ATTEST:                   RTI EXPORT, INC.


   /s/ Judith L. Gatens
                          By:       /s/  Francis A.
Toczylowski
                             Name:  Francis A. Toczylowski
                             Title: Vice President


ATTEST:                   RTI ELECTRONICS, INC.


   /s/ Judith L. Gatens
                          By:       /s/  Francis A.
Toczylowski
                             Name:  Francis A. Toczylowski
                             Title: Vice President



                                                              EXHIBIT 4H

                           FIRST AMENDMENT TO
                     WAIVER AND AMENDMENT AGREEMENT

      This First Amendment to Waiver and Amendment Agreement (the
Amendment) dated as of February 28, 2002 is made and entered into by
and among First Union National Bank, a national banking association,
with an office at Broad and Walnut Streets, Philadelphia, Pennsylvania
19109 (the Bank), Selas Corporation of America, a Pennsylvania
business corporation with offices located at 2034 Limekiln Pike,
Dresher, Pennsylvania 19025  (the Borrower), Selas SAS (formerly
named Selas S.A.), a corporation organized under the laws of France
(Selas SAS), CFR-CECF Fofumi Ripoche, a corporation organized under
the laws of France (CFR); and together with Selas SAS, the European
Subsidiaries), Deuer Manufacturing, Inc., an Ohio business corporation
with offices located at 2985 Springboro West, Dayton, Ohio 45439
(Deuer), Resistance Technology, Inc., a Minnesota business
corporation with offices located at 1260 Red Fox Road, Arden Hills,
Minnesota 55112 (RTI), RTI Export, Inc., a Barbados corporation with
offices located at c/o  2034 Limekiln Pike, Dresher, Pennsylvania 19025
(RTIE), and RTI Electronics, Inc., a Delaware corporation with
offices located at 1800 Via Burton Street, Anaheim, California 92806
(RTI Electronics; and together with Deuer, RTI and RTIE, the
Guarantors).

                             BACKGROUND

      A.   The Bank, the Borrower and the  Guarantors  entered into that
certain  Amended  and  Restated  Credit  Agreement  dated as of July 31,
1998,  as amended by an  Amendment  dated as of June 30,  1999, a Second
Amendment  dated as of July 7,  2000 and a Third  Amendment  dated as of
January  19, 2001 (as  amended,  the  "Credit  Agreement"),  pursuant to
which  the  Bank  made  certain  term  loans to the  Borrower  described
therein (the Term Loans) and agreed to make  available to the Borrower
a revolving  credit  facility in the  principal  amount of Four  Million
Five Hundred Thousand Dollars ($4,500,000) (the Revolving Credit).

      B.   The  Guarantors  jointly and severally  guaranteed and became
surety  for  all  loans,  advances,  debts,  liabilities,   obligations,
covenants  and  duties  of the  Borrower  to the  Bank  pursuant  to the
following agreements  (collectively,  the Borrower Surety Agreements):
(i) that certain Guaranty and Suretyship  Agreement of Deuer dated as of
October  20,  1993 and  amended  as of July 31,  1998 (as  amended,  the
Deuer Surety  Agreement),  (ii) that certain  Guaranty and  Suretyship
Agreement  of RTI dated as of October  20,  1993 and  amended as of July
31, 1998 (as amended,  the RTI Surety  Agreement),  (iii) that certain
Guaranty and  Suretyship  Agreement of RTIE dated as of October 20, 1993
and  amended  as  of  July  31,  1998  (as  amended,  the  RTIE  Surety
Agreement),  and (iv) that certain  Guaranty and  Suretyship  Agreement
of RTI  Electronics  dated as of February 20, 1997,  as amended July 31,
1998 (as amended, the RTI Electronics Surety Agreement).



      C.   The Term  Loans are  evidenced  by the  following  promissory
notes  executed  by the  Borrower  in  favor  of  the  Bank,  which  are
outstanding as of the date hereof:  (i) Term Note D dated as of June 30,
1999 in the original  principal  amount of Nine Hundred Thousand Dollars
($900,000)  (Term  Note D),  (ii) Term Note E dated as of January  19,
2001  in  the  original   principal   amount  of  Two  Million   Dollars
($2,000,000)  (Term Note E), and (iii) Term Note F dated as of January
19, 2001 in the original  principal  amount of One Million Seven Hundred
Thousand  Singapore Dollars  (Singapore  $1,700,000) (Term Note F; and
together  with  Term  Note D and Term  Note E, the  Term  Notes).  The
Revolving  Credit  facility  is  evidenced  by an Amended  and  Restated
Revolving  Credit  Note dated as of January  19,  2001 in the  principal
amount  of Four  Million  Five  Hundred  Thousand  Dollars  ($4,500,000)
between the Borrower and the Bank (the  Revolving  Credit  Note).  The
Term Notes and the Revolving  Credit Note are  collectively  referred to
hereinafter as the Notes.

      D.   First Union National Bank,  London Branch  (London  Branch)
and Selas SAS, a subsidiary of the  Borrower,  entered into that certain
Agreement  dated  as of  February  2,  2001  (the  Selas  SAS  Facility
Agreement)  pursuant  to  which  the  Bank  provided  to  Selas  SAS  a
discretionary  line  of  credit  facility  in the  aggregate  amount  of
Sixteen Million Euros  (E16,000,000)  on an on demand basis,  expiring
on April  30,  2001 (the  Selas  SAS  Facility)  for the  purposes  of
providing:  discretionary  advance payment guarantees on behalf of Selas
SAS (the APG  Facility);  and a discretionary  overdraft  facility for
general working capital  purposes with a sub-limit amount of Two Million
Euros   (E2,000,000)   that  was   later   increased   (the   Overdraft
Facility).  The London  Branch and Selas SAS also  entered into certain
term  loan   agreements   (collectively,   the   Selas  SAS  Term  Loan
Agreements),  as follows: an agreement dated February 26, 1998 pursuant
to  which  the  Bank  made a term  loan  to  Selas  SAS in the  original
principal  amount of Fifteen Million French Francs (FF 15,000,000)  (the
Selas SAS 1998 Term Loan  Agreement);  and an agreement  dated January
2000  pursuant  to which  the Bank  made a term loan to Selas SAS in the
original  principal  amount of One Million Seven Hundred and Fifty-Three
Thousand One Hundred and  Fifty-Eight  and 30/100 Euros  (E1,753,158.30)
(the Selas SAS 2000 Term Loan Agreement).

      E.   The Borrower and Guarantors jointly and severally  guaranteed
and  became  surety  for  all  loans,  advances,   debts,   liabilities,
obligations,  covenants and duties of Selas SAS to the Bank, pursuant to
the following agreements (the Selas SAS Surety  Agreements):  (i) that
certain  Unconditional  Guaranty  of  Borrower  dated as of January  10,
2000  (the  Borrower   Guaranty),   (ii)  that  certain  Unconditional
Guaranty of Deuer  dated as of January 10, 2000 (the Deuer  Guaranty),
(iii) that  certain  Unconditional  Guaranty  of RTI dated as of January
10, 2000 (the RTI Guaranty),  (iv) that certain Unconditional Guaranty
of RTIE dated as of January  10,  2000 (the  RTIE  Guaranty),  and (v)
that  certain  Unconditional  Guaranty  of RTI  Electronics  dated as of
January 10, 2000 (the RTI Electronics Guaranty).



      F.   As security  for any and all  indebtedness,  liabilities  and
obligations  of the Borrower to the Bank,  then  existing or  thereafter
arising,  the Borrower:  (i) granted to the Bank a security  interest in
and lien on: (a) all of the Borrowers assets,  then owned or thereafter
acquired,  including, without limitation, all accounts, contract rights,
inventory, fixtures, machinery,  equipment, general intangibles, and (b)
all of  Borrowers  rights  under a  certain  contract  with  Production
Machinery  Corporation  in  Talcahuano,  Chile  for the  sale of and the
proceeds of a Five Million  Twenty-Five  Thousand  Dollars  ($5,025,000)
documentary  letter  of  credit  issued  by  Bank  One,  Columbus,  Ohio
pursuant  to that  certain  Security  Agreement  dated as of October 20,
1993,  as amended  July 31, 1998  between the  Borrower and the Bank (as
amended, the Borrower Security Agreement);  (ii) assigned, pledged and
granted  to  Bank  a  security   interest  in  all  of  the  issued  and
outstanding  stock of Deuer,  RTI, RTIE and RTI Electronics  pursuant to
that certain Second Amended and Restated  Pledge  Agreement  dated as of
July 31, 1998 (the Borrower  Pledge  Agreement);  and (iii) granted to
the Bank a first  mortgage lien on certain real property of the Borrower
and  improvements  thereon  located in Dresher,  Upper Dublin  Township,
Montgomery County,  Pennsylvania (the Pennsylvania  Property) pursuant
to that  certain  First  Mortgage  and  Security  Agreement  dated as of
October 20, 1993, as amended on July 21, 1995,  February 20, 1997,  July
31, 1998 and January 10, 2000 (as amended,  the  Borrower  Mortgage and
Security Agreement).

      G.   As security  for any and all  indebtedness,  liabilities  and
obligations of Deuer to the Bank,  then existing or thereafter  arising,
Deuer:  (i)  granted to the Bank a security  interest in and lien on all
of  Deuers  assets,  then  owned  or  thereafter  acquired,  including,
without limitation, all accounts, contract rights, inventory,  fixtures,
machinery,  equipment,  general  intangibles  pursuant  to that  certain
Security  Agreement  dated as of October 20,  1993,  as amended July 31,
1998  between  Deuer  and the  Bank (as  amended,  the  Deuer  Security
Agreement);  and  (ii)  granted  to the Bank a first  mortgage  lien on
certain  real  property  of Deuer and  improvements  thereon  located in
Moraine,  Montgomery County, Ohio (the Ohio Property) pursuant to that
certain First  Mortgage and Security  Agreement  dated as of October 20,
1993, as amended July 21, 1995,  February 20, 1997,  July 31, 1998,  and
January  10,  2000  (as  amended,   the  Deuer  Mortgage  and  Security
Agreement).

      H.   As security  for any and all  indebtedness,  liabilities  and
obligations  of RTI to the Bank,  then existing or  thereafter  arising,
RTI:  (i) granted to the Bank a security  interest in and lien on all of
RTIs assets,  then owned or  thereafter  acquired,  including,  without
limitation,   all  accounts,   contract  rights,  inventory,   fixtures,
machinery,  equipment,  general  intangibles  pursuant  to that  certain
Security  Agreement  dated as of October 20,  1993,  as amended July 31,
1998  between  RTI  and  the  Bank  (as  amended,   the  RTI   Security
Agreement);  (ii)  granted to the Bank a security  interest in and lien
on  certain  patents  and  trademarks  and other  intellectual  property
pursuant  to that  certain  Patent and  Trademark  Security  dated as of
October 20,  1993,  as amended  July 31,  1998  between RTI and the Bank
(the RTI Patent and Trademark Security  Agreement);  and (iii) granted
to the Bank a first  mortgage  lien on certain real  property of RTI and
improvements   thereon   located  in  Ramsey   County,   Minnesota  (the
Minnesota  Property)  pursuant  to  that  certain  Mortgage,  Security
Agreement and Fixture Financing  Statement dated as of June 30, 1999, as
amended  January 10, 2000 (as  amended,  the RTI  Mortgage and Security
Agreement).

      I.   As security  for any and all  indebtedness,  liabilities  and
obligations  of RTIE to the Bank,  then existing or thereafter  arising,
RTIE  granted to the Bank a security  interest in all of RTIEs  assets,
then owned or thereafter acquired,  including,  without limitation,  all
accounts, contract rights, inventory,  fixtures,  machinery,  equipment,
general  intangibles  pursuant to that certain Security  Agreement dated
as of October 20,  1993,  as amended  July 31, 1998 between RTIE and the
Bank (as amended, the RTIE Security Agreement).

      J.   As security  for any and all  indebtedness,  liabilities  and
obligations of RTI  Electronics to the Bank, then existing or thereafter
arising,  RTI Electronics granted the Bank a security interest in all of
RTI Electronics assets, then owned or thereafter  acquired,  including,
without limitation, all accounts, contract rights, inventory,  fixtures,
machinery,  equipment,  general  intangibles  pursuant  to that  certain
Security  Agreement  dated as of October 20, 1993,  as amended  February
20, 1997 and July 31,  1998  between  RTI  Electronics  and the Bank (as
amended, the RTI Electronics Security Agreement).



      K.   The Borrower,  the Guarantors,  and the European Subsidiaries
entered into that certain  Waiver and  Amendment  Agreement  dated as of
November 20, 2001 (the Waiver  Agreement),  pursuant to which the Bank
agreed  to  waive  certain  Financial   Covenant  Defaults  (as  defined
therein) and provide a new credit facility  pursuant to which the Banks
London Branch agreed to issue certain advance payment guarantees.

      J.   The Waiver Agreement,  the Credit  Agreement,  the Notes, the
Borrower Surety Agreements,  the Selas SAS Facility Agreement, the Selas
SAS Term Loan Agreements,  the Selas SAS Surety Agreements, the Borrower
Security  Agreement,   the  Borrower  Pledge  Agreement,   the  Borrower
Mortgage and  Security  Agreement,  the Deuer  Security  Agreement,  the
Deuer Mortgage and Security Agreement,  the RTI Security Agreement,  the
RTI  Patent and  Trademark  Security  Agreement,  the RTI  Mortgage  and
Security  Agreement,  the RTIE Security  Agreement,  the RTI Electronics
Security Agreement,  together with the various  agreements,  instruments
and other documents executed in connection  therewith and all amendments
and  modifications  thereto,  now  or  hereafter  in  effect,  shall  be
referred to hereinafter as the Loan Documents.

      K.   The Bank,  the  Borrower,  the  Guarantors,  and the European
Subsidiaries,  pursuant  to the terms  hereof,  wish to amend the Credit
Agreement, as provided herein.

      NOW,  THEREFORE,  incorporating the Background by reference herein
and for other good and valuable  consideration,  the Bank, the Borrower,
the Guarantors,  and the European  Subsidiaries  intending to be legally
bound hereby, agree as follows:

                       ARTICLE I - DEFINED TERMS

      1.1  Defined Terms.  Terms used herein which are  capitalized  but
not defined  shall have the meanings  ascribed to such terms in the Loan
Documents, as amended hereby.

                  ARTICLE II - AMENDMENT; COVENANTS

      2.1  Amendment of the Definition of Revolving Credit  Termination
Date.  The  following  definition  in the  Credit  Agreement  is  hereby
amended, restated and replaced as follows:

      Revolving  Credit  Termination  Date is hereby amended to mean
      the  earlier of (i) March 20,  2002 (as such date may be  extended
      from time to time in  accordance  with Section 2.8 hereof) or (ii)
      the date on which the  Revolving  Credit  Commitment is terminated
      pursuant to Section 9.2 hereof.

      2.2  Covenants.  The  Borrower  shall  provide  to the  Bank on or
before March 8, 2002, a detailed  cash flow  projection;  and a complete
and  detailed  description  of the  purpose and use of funds in order to
have considered any request for additional borrowing.

                      ARTICLE III - REAFFIRMATION



      The Borrower,  the  Guarantors and the European  Subsidiaries  (i)
acknowledge  and consent to the terms and  conditions  set forth in this
Amendment,  (ii) hereby ratify, affirm and reaffirm in all respects each
and  all of the  Loan  Documents,  including,  without  limitation,  all
terms, conditions,  representations and covenants contained therein, and
(iii) acknowledge the continued  existence,  validity and enforceability
of the Loan  Documents,  and acknowledge and agree that the Bank holds a
perfected  security  interest in the Collateral to secure the Borrower's
Obligations and agrees that the terms,  conditions,  representations and
covenants contained in the Security Agreement are binding upon it.

              ARTICLE IV - REPRESENTATIONS AND WARRANTIES

      To induce the Bank to enter into this Amendment, the Borrower,
the Guarantors and the European Subsidiaries make the following
representations and warranties to the Bank, each and all of which shall
survive the execution and delivery of this Amendment:

      4.1  No violation of applicable laws.  The execution, delivery
and performance by the Borrower, the Guarantors and the European
Subsidiaries of this Amendment are within their corporate powers, have
been duly authorized by all necessary action taken by their duly
authorized officers and, if necessary, by making appropriate filings
with any governmental agency or unit and are the legal, binding, valid
and enforceable obligations of the Borrower, the Guarantors and the
European Subsidiaries; and do not (i) contravene, or constitute (with
or without the giving of notice or lapse of time or both) a violation
of any provision of applicable law, a violation of the organizational
documents of  the Borrower, the Guarantors and the European
Subsidiaries or a default under any agreement, judgment, injunction,
order, decree or other instrument binding upon or affecting the
Borrower, the Guarantors and the European Subsidiaries, (ii) result in
the creation or imposition of any lien on any of their assets (other
than liens in favor of the Bank) or (iii) give cause for the
acceleration of any obligations of the Borrower, the Guarantors or the
European Subsidiaries to any other creditor.

      4.2  Due Authorization.  Each person executing this Amendment on
behalf of the Borrower, the Guarantors and/or the European Subsidiaries
is duly authorized by such respective entity to execute same.

      4.3  Enforceability.  This Amendment will be, the legal, valid
and binding obligation of the Borrower, the Guarantors and the European
Subsidiaries, enforceable against them in accordance with their
respective terms, subject only to bankruptcy, insolvency,
reorganization, moratorium or other laws or equitable principles
affecting creditors' rights generally.

      4.4  Compliance with Applicable Laws.  The Borrower is in
compliance in all material respects with all laws (including all
applicable environmental laws), regulations, and requirements
applicable to its business and has not received, and has no knowledge
of, any order or notice of any governmental investigation or of any
violation or claim of violation of any law, regulation or other
governmental requirement which would have a material adverse effect
upon its business operations or financial condition.

      4.5  Failure of Conditions.  The Borrower has failed to satisfy
the conditions precedent for issuance of Advance Payment Guarantees as
disclosed on Exhibit 4.5 hereto.

       4.6 Representation and Warranties.  All representations and
warranties made by the Borrower in the Loan Documents are true and
correct as of the date of this Amendment as if such representations and
warranties have been made on the date hereof.



                   ARTICLE V - CONDITIONS TO CLOSING

      Conditions Precedent to Enforceability of This Amendment.  This
Amendment shall be deemed effective only after the occurrence of the
following events:

      5.1  Execution of Amendment.  The Borrower's, Guarantors and
European Subsidiaries execution and delivery to the Bank of this
Amendment; and

      5.2  Fees and Costs.  The Borrower's payment to the Bank of an
amount sufficient to cover all of the Bank's reasonable costs and
expenses to date, including, without limitation, the Bank's reasonable
costs and expenses incurred in connection with the preparation and
negotiation of this Amendment (including the fees and expenses of the
Bank's counsel) through the date of this Amendment.

                       ARTICLE VI - MISCELLANEOUS

      6.1  Continuing Effect.  Except as amended hereby, all of the
Loan Documents shall remain in full force and effect and bind and inure
to the benefit of the parties thereto and are hereby ratified and
confirmed.

      6.2  No Waiver.  Except as expressly provided in the Waiver
Agreement, the Bank has not waived and does not waive any defaults or
Events of Default, now or hereafter existing, whether known or unknown;
and the Bank hereby reserves and preserves any and all rights and
remedies available to it under the Loan Documents with respect to any
such defaults or Events of Default.

      6.3  Counterparts; Effectiveness.  This Amendment may be executed
by facsimile signatures and in any number of counterparts and by the
different parties on separate counterparts, and each such counterpart
shall be deemed to be an original, but all such counterparts shall
together constitute one and the same Amendment.  This Amendment shall
be deemed to have been executed and delivered when the Bank has
received facsimile counterparts hereof executed by all parties listed
on the signature pages hereto.

      6.4  Governing Law.  This Amendment shall be governed and
construed in accordance with the laws of the Commonwealth of
Pennsylvania.

      6.5  Integration.  This Amendment contains the entire agreement
between the parties hereto with respect to the subject matter hereof
and may not be modified or changed in any way except in writing signed
by all parties.


      IN WITNESS WHEREOF, the undersigned have caused this Amendment to
be executed by their duly authorized officers on the date first above
written.

ATTEST:                   FIRST UNION NATIONAL BANK


                          By:        /s/ Kathleen M.
Hedrick
                             Name:  Kathleen M. Hedrick
                             Title: Vice President


                          SELAS CORPORATION OF
                             AMERICA

                          By:       /s/  Francis A.
Toczylowski
                             Name:  Francis A. Toczylowski
                             Title: Vice President, Treasurer &
                             Secretary


                          SELAS SAS


                          By:       /s/  Christian Bailliart
                             Name:  Christian Bailliart
                             Title: President


                           CFR-CECF FOFUMI RIPOCHE


                          By:       /s/  Christian Bailliart
                             Name:  Christian Bailliart
                             Title: President


                          DEUER MANUFACTURING, INC.


                          By:       /s/  Francis A.
Toczylowski
                             Name:  Francis A. Toczylowski
                             Title: Vice President, Treasurer &
                             Secretary



                          RESISTANCE TECHNOLOGY, INC.,


                          By:       /s/  Francis A.
Toczylowski
                             Name:  Francis A. Toczylowski
                             Title: Vice President, Treasurer &
                             Secretary


                          RTI EXPORT, INC.


                          By:       /s/  Francis A.
Toczylowski
                             Name:  Francis A. Toczylowski
                             Title: Vice President, Treasurer &
                             Secretary

                          RTI ELECTRONICS, INC.


                          By:       /s/  Francis A.
Toczylowski
                             Name:  Francis A. Toczylowski
                             Title: Vice President, Treasurer &
                             Secretary





                              Exhibit 4.5

      Pursuant to Section 4.2.2(d) of the Waiver Agreement, on February
28, 2002, the Borrower, the Guarantors and Selas SAS are required to
repay amounts outstanding as necessary to reduce the Overdraft Facility
to an amount not greater than E4,650,000 Euros.  As of the date hereof,
the Overdraft Facility has a balance of approximately E6,000,000 Euros
and the Borrower, the Guarantors and Selas SAS have indicated an
inability to make the necessary payment to reduce the Overdraft
Facility to the required level.

      Pursuant to Section 4.2.2(e) of the Waiver Agreement, on or
before February 28, 2002, the Borrower is required to provide the Bank
with a written certification that the 2001 fourth quarter pre-tax
losses, if any, for the Borrower, the Guarantors, Selas SAS, CFR, and
their affiliates, on a consolidated basis are not more than $200,000.
The Borrower has indicated that the consolidated 2001 fourth quarter
pre-tax losses exceed $200,000.

      Pursuant to Section 4.2.2(f) of the Waiver Agreement, the
Borrower is required to provide the Bank with a copy of a written offer
to purchase Selas SAS on or before February 28, 2002.  The Borrower has
indicated an ability to obtain such an offer.




                                                         EXHIBIT 4I

                        SECOND AMENDMENT TO
                  WAIVER AND AMENDMENT AGREEMENT

      This Second Amendment to Waiver and Amendment Agreement (the
Amendment) dated as of March 20, 2002 is made and entered into
by and among First Union National Bank, a national banking
association, with an office at Broad and Walnut Streets,
Philadelphia, Pennsylvania 19109 (the Bank), Selas Corporation
of America, a Pennsylvania business corporation with offices
located at 2034 Limekiln Pike, Dresher, Pennsylvania 19025  (the
Borrower), Selas SAS (formerly named Selas S.A.), a corporation
organized under the laws of France (Selas SAS), CFR-CECF Fofumi
Ripoche, a corporation organized under the laws of France
(CFR); and together with Selas SAS, the European
Subsidiaries), Deuer Manufacturing, Inc., an Ohio business
corporation with offices located at 2985 Springboro West, Dayton,
Ohio 45439 (Deuer), Resistance Technology, Inc., a Minnesota
business corporation with offices located at 1260 Red Fox Road,
Arden Hills, Minnesota 55112 (RTI), RTI Export, Inc., a
Barbados corporation with offices located at c/o  2034 Limekiln
Pike, Dresher, Pennsylvania 19025 (RTIE), and RTI Electronics,
Inc., a Delaware corporation with offices located at 1800 Via
Burton Street, Anaheim, California 92806 (RTI Electronics; and
together with Deuer, RTI and RTIE, the Guarantors).

                             BACKGROUND

      A.   The Bank, the Borrower and the  Guarantors  entered into
that certain  Amended and  Restated  Credit  Agreement  dated as of
July 31,  1998,  as  amended by an  Amendment  dated as of June 30,
1999,  a  Second  Amendment  dated  as of July 7,  2000 and a Third
Amendment  dated as of January  19, 2001 (as  amended,  the "Credit
Agreement"),  pursuant  to which the Bank made  certain  term loans
to the Borrower  described  therein  (the Term  Loans) and agreed
to make  available to the Borrower a revolving  credit  facility in
the  principal   amount  of  Four  Million  Five  Hundred  Thousand
Dollars ($4,500,000) (the Revolving Credit).

      B.   The  Guarantors  jointly and  severally  guaranteed  and
became  surety  for  all  loans,  advances,   debts,   liabilities,
obligations,  covenants  and  duties  of the  Borrower  to the Bank
pursuant to the following agreements  (collectively,  the Borrower
Surety  Agreements):  (i) that  certain  Guaranty  and  Suretyship
Agreement  of Deuer  dated as of October 20, 1993 and amended as of
July 31, 1998 (as  amended,  the Deuer  Surety  Agreement),  (ii)
that certain  Guaranty and Suretyship  Agreement of RTI dated as of
October 20, 1993 and amended as of July 31, 1998 (as  amended,  the
RTI  Surety   Agreement),   (iii)  that   certain   Guaranty  and
Suretyship  Agreement  of RTIE  dated as of  October  20,  1993 and
amended  as  of  July  31,  1998  (as  amended,  the  RTIE  Surety
Agreement),   and  (iv)  that  certain   Guaranty  and  Suretyship
Agreement of RTI  Electronics  dated as of February  20,  1997,  as
amended  July 31, 1998 (as  amended,  the RTI  Electronics  Surety
Agreement).



      C.   The  Term   Loans  are   evidenced   by  the   following
promissory  notes  executed  by the  Borrower in favor of the Bank,
which  are  outstanding  as of the date  hereof:  (i)  Term  Note D
dated as of June  30,  1999 in the  original  principal  amount  of
Nine Hundred  Thousand  Dollars  ($900,000)  (Term Note D),  (ii)
Term  Note  E  dated  as  of  January  19,  2001  in  the  original
principal  amount of Two Million Dollars  ($2,000,000)  (Term Note
E),  and (iii)  Term Note F dated as of  January  19,  2001 in the
original  principal  amount of One Million Seven  Hundred  Thousand
Singapore  Dollars  (Singapore  $1,700,000)  (Term  Note  F;  and
together  with  Term  Note D and Term  Note E, the  Term  Notes).
The  Revolving  Credit  facility  is  evidenced  by an Amended  and
Restated  Revolving  Credit  Note dated as of January  19,  2001 in
the  principal   amount  of  Four  Million  Five  Hundred  Thousand
Dollars  ($4,500,000)  between  the  Borrower  and  the  Bank  (the
Revolving  Credit Note).  The Term Notes and the Revolving Credit
Note are collectively referred to hereinafter as the Notes.

      D.   First  Union  National  Bank,   London  Branch  (London
Branch) and Selas SAS, a subsidiary of the Borrower,  entered into
that  certain  Agreement  dated as of  February 2, 2001 (the Selas
SAS  Facility  Agreement)  pursuant to which the Bank  provided to
Selas  SAS  a   discretionary   line  of  credit  facility  in  the
aggregate  amount of Sixteen Million Euros  (E16,000,000) on an on
demand  basis,   expiring  on  April  30,  2001  (the  Selas  SAS
Facility)  for the purposes of  providing:  discretionary  advance
payment  guarantees  on behalf  of Selas SAS (the APG  Facility);
and  a  discretionary   overdraft   facility  for  general  working
capital  purposes  with a  sub-limit  amount of Two  Million  Euros
(E2,000,000)    that   was   later    increased   (the   Overdraft
Facility).  The  London  Branch  and Selas SAS also  entered  into
certain  term loan  agreements  (collectively,  the Selas SAS Term
Loan  Agreements),  as follows:  an agreement  dated  February 26,
1998  pursuant  to which  the Bank made a term loan to Selas SAS in
the original  principal  amount of Fifteen  Million  French  Francs
(FF  15,000,000)  (the Selas SAS 1998 Term Loan  Agreement);  and
an agreement  dated  January 2000 pursuant to which the Bank made a
term  loan to Selas  SAS in the  original  principal  amount of One
Million  Seven  Hundred and  Fifty-Three  Thousand  One Hundred and
Fifty-Eight and 30/100 Euros  (E1,753,158.30)  (the Selas SAS 2000
Term Loan Agreement).

      E.   The  Borrower  and  Guarantors   jointly  and  severally
guaranteed  and  became  surety  for all  loans,  advances,  debts,
liabilities,  obligations,  covenants  and  duties  of Selas SAS to
the Bank,  pursuant  to the  following  agreements  (the Selas SAS
Surety  Agreements):  (i) that certain  Unconditional  Guaranty of
Borrower  dated as of January 10, 2000 (the  Borrower  Guaranty),
(ii)  that  certain  Unconditional  Guaranty  of Deuer  dated as of
January  10,  2000  (the  Deuer  Guaranty),  (iii)  that  certain
Unconditional  Guaranty  of RTI dated as of January  10,  2000 (the
RTI Guaranty),  (iv) that certain Unconditional  Guaranty of RTIE
dated as of January  10, 2000 (the RTIE  Guaranty),  and (v) that
certain  Unconditional  Guaranty  of RTI  Electronics  dated  as of
January 10, 2000 (the RTI Electronics Guaranty).



      F.   As security  for any and all  indebtedness,  liabilities
and  obligations  of the  Borrower  to the Bank,  then  existing or
thereafter  arising,  the  Borrower:  (i)  granted  to  the  Bank a
security  interest  in and  lien  on:  (a)  all  of the  Borrowers
assets,  then  owned or  thereafter  acquired,  including,  without
limitation,  all accounts,  contract rights,  inventory,  fixtures,
machinery,   equipment,   general  intangibles,   and  (b)  all  of
Borrowers   rights  under  a  certain   contract  with  Production
Machinery  Corporation  in  Talcahuano,  Chile  for the sale of and
the  proceeds  of  a  Five  Million  Twenty-Five  Thousand  Dollars
($5,025,000)  documentary  letter  of  credit  issued  by Bank One,
Columbus,  Ohio pursuant to that certain  Security  Agreement dated
as of October  20,  1993,  as amended  July 31,  1998  between  the
Borrower  and  the  Bank  (as  amended,   the  Borrower   Security
Agreement);   (ii)  assigned,   pledged  and  granted  to  Bank  a
security  interest  in all of the issued and  outstanding  stock of
Deuer,  RTI,  RTIE and RTI  Electronics  pursuant  to that  certain
Second Amended and Restated  Pledge  Agreement dated as of July 31,
1998 (the Borrower  Pledge  Agreement);  and (iii) granted to the
Bank  a  first  mortgage  lien  on  certain  real  property  of the
Borrower  and  improvements  thereon  located  in  Dresher,   Upper
Dublin   Township,    Montgomery    County,    Pennsylvania    (the
Pennsylvania  Property)  pursuant to that certain First  Mortgage
and Security  Agreement  dated as of October 20,  1993,  as amended
on July 21,  1995,  February  20,  1997,  July 31, 1998 and January
10,  2000  (as  amended,   the  Borrower   Mortgage  and  Security
Agreement).

      G.   As security  for any and all  indebtedness,  liabilities
and  obligations of Deuer to the Bank,  then existing or thereafter
arising,  Deuer:  (i)  granted to the Bank a security  interest  in
and  lien  on all of  Deuers  assets,  then  owned  or  thereafter
acquired,  including,  without limitation,  all accounts,  contract
rights,  inventory,   fixtures,   machinery,   equipment,   general
intangibles  pursuant to that certain  Security  Agreement dated as
of October 20, 1993,  as amended  July 31, 1998  between  Deuer and
the Bank (as amended,  the Deuer  Security  Agreement);  and (ii)
granted  to  the  Bank  a  first  mortgage  lien  on  certain  real
property  of Deuer and  improvements  thereon  located in  Moraine,
Montgomery  County,  Ohio (the Ohio  Property)  pursuant  to that
certain First Mortgage and Security  Agreement  dated as of October
20, 1993,  as amended July 21,  1995,  February 20, 1997,  July 31,
1998,  and January 10, 2000 (as  amended,  the Deuer  Mortgage and
Security Agreement).

      H.   As security  for any and all  indebtedness,  liabilities
and  obligations  of RTI to the Bank,  then  existing or thereafter
arising,  RTI:  (i) granted to the Bank a security  interest in and
lien on all of RTIs  assets,  then owned or  thereafter  acquired,
including,  without  limitation,  all  accounts,  contract  rights,
inventory,  fixtures,  machinery,  equipment,  general  intangibles
pursuant to that  certain  Security  Agreement  dated as of October
20,  1993,  as amended  July 31, 1998  between RTI and the Bank (as
amended,  the RTI Security  Agreement);  (ii) granted to the Bank
a security  interest in and lien on certain  patents and trademarks
and other  intellectual  property  pursuant to that certain  Patent
and  Trademark  Security  dated as of October 20, 1993,  as amended
July  31,  1998  between  RTI and the Bank  (the  RTI  Patent  and
Trademark  Security  Agreement);  and (iii)  granted to the Bank a
first   mortgage   lien  on  certain  real   property  of  RTI  and
improvements  thereon  located  in Ramsey  County,  Minnesota  (the
Minnesota  Property) pursuant to that certain Mortgage,  Security
Agreement  and  Fixture  Financing  Statement  dated as of June 30,
1999,  as amended  January 10, 2000 (as amended,  the RTI Mortgage
and Security Agreement).

      I.   As security  for any and all  indebtedness,  liabilities
and  obligations  of RTIE to the Bank,  then existing or thereafter
arising,  RTIE  granted to the Bank a security  interest  in all of
RTIEs  assets,  then  owned  or  thereafter  acquired,  including,
without  limitation,  all  accounts,  contract  rights,  inventory,
fixtures,  machinery,  equipment,  general intangibles  pursuant to
that certain  Security  Agreement  dated as of October 20, 1993, as
amended July 31, 1998  between  RTIE and the Bank (as amended,  the
RTIE Security Agreement).

      J.   As security  for any and all  indebtedness,  liabilities
and  obligations of RTI  Electronics to the Bank,  then existing or
thereafter  arising,  RTI  Electronics  granted the Bank a security
interest  in  all  of  RTI  Electronics   assets,  then  owned  or
thereafter acquired,  including,  without limitation, all accounts,
contract  rights,  inventory,   fixtures,   machinery,   equipment,
general  intangibles  pursuant to that certain  Security  Agreement
dated as of October  20,  1993,  as amended  February  20, 1997 and
July 31, 1998  between RTI  Electronics  and the Bank (as  amended,
the RTI Electronics Security Agreement).



      K.   The   Borrower,   the   Guarantors,   and  the  European
Subsidiaries   entered  into  that  certain  Waiver  and  Amendment
Agreement  dated  as of  November  20,  2001,  as  amended  by that
certain  First  Amendment to Waiver and Amendment  Agreement  dated
as of February  28,  2002 (as  amended,  the  Waiver  Agreement),
pursuant  to which  the Bank  agreed  to  waive  certain  Financial
Covenant  Defaults  (as defined  therein)  and provide a new credit
facility  pursuant  to which the  Banks  London  Branch  agreed to
issue certain advance payment guarantees.

      L.   The Waiver Agreement,  the Credit Agreement,  the Notes,
the Borrower Surety Agreements,  the Selas SAS Facility  Agreement,
the  Selas  SAS  Term  Loan   Agreements,   the  Selas  SAS  Surety
Agreements,  the Borrower Security  Agreement,  the Borrower Pledge
Agreement,  the  Borrower  Mortgage  and  Security  Agreement,  the
Deuer   Security   Agreement,   the  Deuer  Mortgage  and  Security
Agreement,   the  RTI  Security  Agreement,   the  RTI  Patent  and
Trademark  Security  Agreement,   the  RTI  Mortgage  and  Security
Agreement,   the  RTIE  Security  Agreement,  the  RTI  Electronics
Security   Agreement,   together   with  the  various   agreements,
instruments  and other documents  executed in connection  therewith
and all amendments and modifications  thereto,  now or hereafter in
effect, shall be referred to hereinafter as the Loan Documents.

      M.   The  Bank,  the  Borrower,   the  Guarantors,   and  the
European  Subsidiaries,  pursuant  to the  terms  hereof,  wish  to
amend the Credit Agreement, as provided herein.

      NOW,  THEREFORE,  incorporating  the  Background by reference
herein and for other  good and  valuable  consideration,  the Bank,
the  Borrower,  the  Guarantors,   and  the  European  Subsidiaries
intending to be legally bound hereby, agree as follows:

                     ARTICLE I - DEFINED TERMS

      1.1  Defined    Terms.    Terms   used   herein   which   are
capitalized  but not defined  shall have the  meanings  ascribed to
such terms in the Loan Documents, as amended hereby.

                       ARTICLE II - AMENDMENTS

      2.1  Amendment  of  the  Definition  of  Revolving   Credit
Termination   Date.   The   following   definition  in  the  Credit
Agreement is hereby amended, restated and replaced as follows:

           Revolving  Credit  Termination  Date is hereby amended
           to mean  the  earlier  of (i) April  15,  2002 (as such
           date may be  extended  from  time to time in  accordance
           with  Section  2.8 hereof) or (ii) the date on which the
           Revolving  Credit  Commitment is terminated  pursuant to
           Section 9.2 hereof.

      2.2  Amendment of the  Definition  of Waiver  Agreement.  The
definition of  Waiver Agreement is hereby amended, as follows:

           Waiver  Agreement  shall mean that certain  Waiver and
           Amendment  Agreement,  dated as of November 20, 2001, by
           and  among  the  Bank,   the   Borrower,   the  European
           Subsidiaries,  and the  Guarantors,  as the  same may be
           amended from time to time.







                    ARTICLE III - REAFFIRMATION

      The Borrower,  the Guarantors  and the European  Subsidiaries
(i)  acknowledge  and consent to the terms and conditions set forth
in this Amendment,  (ii) hereby ratify,  affirm and reaffirm in all
respects  each and all of the Loan  Documents,  including,  without
limitation,  all terms,  conditions,  representations and covenants
and  General  Release  contained  therein,  all of  which  shall be
effective  as  of  the  date  hereof,  and  (iii)  acknowledge  the
continued  existence,  validity  and  enforceability  of  the  Loan
Documents,  and  acknowledge  and  agree  that  the  Bank  holds  a
perfected  security  interest  in  the  Collateral  to  secure  the
Borrower's  Obligations  and  agree  that  the  terms,  conditions,
representations  and covenants  contained in the Security Agreement
are binding upon each of them.

            ARTICLE IV - REPRESENTATIONS AND WARRANTIES

      To induce the Bank to enter into this Amendment, the
Borrower, the Guarantors and the European Subsidiaries make the
following representations and warranties to the Bank, each and
all of which shall survive the execution and delivery of this
Amendment:

      4.1  No violation of applicable laws.  The execution,
delivery and performance by the Borrower, the Guarantors and the
European Subsidiaries of this Amendment are within their
corporate powers, have been duly authorized by all necessary
action taken by their duly authorized officers and, if necessary,
by making appropriate filings with any governmental agency or
unit and are the legal, binding, valid and enforceable
obligations of the Borrower, the Guarantors and the European
Subsidiaries; and do not (i) contravene, or constitute (with or
without the giving of notice or lapse of time or both) a
violation of any provision of applicable law, a violation of the
organizational documents of the Borrower, the Guarantors and the
European Subsidiaries or a default under any agreement, judgment,
injunction, order, decree or other instrument binding upon or
affecting the Borrower, the Guarantors and the European
Subsidiaries, (ii) result in the creation or imposition of any
lien on any of their assets (other than liens in favor of the
Bank) or (iii) give cause for the acceleration of any obligations
of the Borrower, the Guarantors or the European Subsidiaries to
any other creditor.

      4.2  Due Authorization.  Each person executing this
Amendment on behalf of the Borrower, the Guarantors and/or the
European Subsidiaries is duly authorized by such respective
entity to execute same.

      4.3  Enforceability.  This Amendment will be, the legal,
valid and binding obligation of the Borrower, the Guarantors and
the European Subsidiaries, enforceable against them in accordance
with their respective terms, subject only to bankruptcy,
insolvency, reorganization, moratorium or other laws or equitable
principles affecting creditors' rights generally.

      4.4  Compliance with Applicable Laws.  The Borrower is in
compliance in all material respects with all laws (including all
applicable environmental laws), regulations, and requirements
applicable to its business and has not received, and has no
knowledge of, any order or notice of any governmental
investigation or of any violation or claim of violation of any
law, regulation or other governmental requirement which would
have a material adverse effect upon its business operations or
financial condition.



      4.5  Failure of Conditions.  The Borrower has failed to
satisfy the conditions precedent for issuance of Advance Payment
Guarantees as disclosed on Exhibit 4.5 hereto.

      4.6  Representation and Warranties.  All representations and
warranties made by the Borrower in the Loan Documents are true
and correct as of the date of this Amendment as if such
representations and warranties have been made on the date hereof.

                 ARTICLE V - CONDITIONS TO CLOSING

      Conditions Precedent to Enforceability of This Amendment.
This Amendment shall be deemed effective only after the
occurrence of the following events:

      5.1  Execution of Amendment.  The Borrower's, Guarantors
and European Subsidiaries execution and delivery to the Bank of
this Amendment; and

      5.2  Fees and Costs.  The Borrower's payment to the Bank of
an amount sufficient to cover all of the Bank's reasonable costs
and expenses to date, including, without limitation, the Bank's
reasonable costs and expenses incurred in connection with the
preparation and negotiation of this Amendment (including the fees
and expenses of the Bank's counsel) through the date of this
Amendment.

                    ARTICLE VI - MISCELLANEOUS

      6.1  Continuing Effect.  Except as amended hereby, all of
the Loan Documents shall remain in full force and effect and bind
and inure to the benefit of the parties thereto and are hereby
ratified and confirmed.

      6.2  No Waiver.  Except as expressly provided in the Waiver
Agreement, the Bank has not waived and does not waive any
defaults or Events of Default, now or hereafter existing, whether
known or unknown; and the Bank hereby reserves and preserves any
and all rights and remedies available to it under the Loan
Documents with respect to any such defaults or Events of Default.

      6.3  Counterparts; Effectiveness.  This Amendment may be
executed by facsimile signatures and in any number of
counterparts and by the different parties on separate
counterparts, and each such counterpart shall be deemed to be an
original, but all such counterparts shall together constitute one
and the same Amendment.  This Amendment shall be deemed to have
been executed and delivered when the Bank has received facsimile
counterparts hereof executed by all parties listed on the
signature pages hereto.

      6.4  Governing Law.  This Amendment shall be governed and
construed in accordance with the laws of the Commonwealth of
Pennsylvania.

      6.5  Integration.  This Amendment contains the entire
agreement between the parties hereto with respect to the subject
matter hereof and may not be modified or changed in any way
except in writing signed by all parties.



      IN WITNESS WHEREOF, the undersigned have caused this
Amendment to be executed by their duly authorized officers on the
date first above written.


                          FIRST UNION NATIONAL BANK


                          By:              /s/  Constantin E.
Chepurny
                             Name:  Constantin E. Chepurny
                             Title: Senior Vice President


                          SELAS CORPORATION OF
                             AMERICA


                          By:       /s/  Francis A.
Toczylowski
                             Name:  Francis A. Toczylowski
                             Title: Vice President, Treasurer &
                             Secretary


                          SELAS SAS


                          By:              /s/  Christian
                          Bailliart
                             Name:  Christian Bailliard
                             Title: President


                           CFR-CECF FOFUMI RIPOCHE


                          By:              /s/  Christian
                          Bailliart
                             Name:  Christian Bailliard
                             Title: President


                          DEUER MANUFACTURING, INC.


                          By:       /s/  Francis A.
Toczylowski
                             Name:  Francis A. Toczylowski
                             Title: Vice President & Treasurer




                          RESISTANCE TECHNOLOGY, INC.,


                          By:       /s/  Francis A.
Toczylowski
                             Name:  Francis A. Toczylowski
                             Title: Vice President & Treasurer


                          RTI EXPORT, INC.


                          By:       /s/  Francis A.
Toczylowski
                             Name:  Francis A. Toczylowski
                             Title: Vice President & Treasurer


                          RTI ELECTRONICS, INC.


                          By:       /s/  Francis A.
Toczylowski
                             Name:  Francis A. Toczylowski
                             Title: Vice President & Treasurer





                            Exhibit 4.5

      Pursuant to Section 4.2.2(d) of the Waiver Agreement, on
February 28, 2002, the Borrower, the Guarantors and Selas SAS are
required to repay amounts outstanding as necessary to reduce the
Overdraft Facility to an amount not greater than E4,650,000
Euros.  As of the date hereof, the Overdraft Facility has a
balance of approximately E6,000,000 Euros and the Borrower, the
Guarantors and Selas SAS have indicated an inability to make the
necessary payment to reduce the Overdraft Facility to the
required level.

      Pursuant to Section 4.2.2(e) of the Waiver Agreement, on or
before February 28, 2002, the Borrower is required to provide the
Bank with a written certification that the 2001 fourth quarter
pre-tax losses, if any, for the Borrower, the Guarantors, Selas
SAS, CFR, and their affiliates, on a consolidated basis are not
more than $200,000.  The Borrower has indicated that the
consolidated 2001 fourth quarter pre-tax losses exceed $200,000.

      Pursuant to Section 4.2.2(f) of the Waiver Agreement, the
Borrower is required to provide the Bank with a copy of a written
offer to purchase Selas SAS on or before February 28, 2002.  The
Borrower has indicated an ability to obtain such an offer.







                                 -7-
                                                        EXHIBIT 10L

                   SELAS CORPORATION OF AMERICA

                       AMENDED AND RESTATED
                      NON-EMPLOYEE DIRECTORS
                         STOCK OPTION PLAN

                          (July 24, 2001)

1.    Purpose.  This amended and restated Non-Employee Directors
Stock Option Plan (the Plan, is intended to provide a means
whereby Selas Corporation of America (Selas) may, through the
grant to Non-Employee Directors (as defined in Section 3) of
nonqualified stock options (Options) to acquire Common Shares,
par value $1.00 per share, of Selas (Shares), attract and
retain capable independent directors and motivate such
independent directors to promote the best interests of Selas and
its subsidiaries.

           As used in the Plan, the term subsidiary means any
corporation (whether or not in existence at the time the Plan is
adopted) which is a subsidiary of Selas under the definition of
subsidiary corporation contained in section 424(f) of the
Internal Revenue Code of 1986, as amended (Code), or any
similar provision hereafter enacted.  The term nonqualified
stock options means Options which do not qualify as incentive
stock options within the meaning of section 422 of the Code.

2.    Administration.  The Plan shall be administered by the
Compensation Committee of the Board of Directors of Selas (the
Committee), which shall consist of not less than two directors
of Selas.  Committee members shall be appointed by, and shall
serve at the pleasure of, the Board of Directors of Selas
(Board).  Each member of the Committee, while serving as such,
shall be deemed to be acting in his or her capacity as a director
of Selas.

           The Committee shall have full authority, subject to the
terms of the Plan, to interpret the Plan.  Subject to the terms
of the Plan, the Committee may correct any defect, supply any
omission, and reconcile any inconsistency in this Plan and in any
Option granted hereunder in the manner and to the extent it shall
deem desirable.  The Committee also shall have the authority to
establish such rules and regulations, not inconsistent with the
provisions of the Plan, for the proper administration of the
Plan, and to amend, modify, or rescind any such rules and
regulations, and to make such determinations and interpretations
under, or in connection with, the Plan, as it deems necessary or
advisable.  All such rules, regulations, determinations, and
interpretations shall be binding and conclusive upon Selas, its
shareholders, and all Non-Employee Directors (including former
Non-Employee Directors), upon their respective legal
representatives, beneficiaries, successors, and assigns, and upon
all other persons claiming under or through any of them.  No
member of the Board or the Committee shall be liable for any
action or determination made in good faith with respect to the
Plan or any Option granted hereunder.

           The Board may take any action with respect to the Plan
or any Option that the Committee is authorized to take.

3.    Eligibility.  The persons who shall be eligible to receive
Options under the Plan (the Non-Employee Directors) shall be
those directors of Selas who:

(a)   Are not employees of Selas or any subsidiary; and


(b)   Have not been employees of Selas or any subsidiary during
      the immediately preceding 12-month period.

4.    Shares Subject to the Plan.  Subject to adjustment as
provided in Section 8 hereof, 250,000 Shares shall be available
for the grant of Options under the Plan, which Shares may be
authorized but unissued Shares or reacquired Shares, as Selas
shall determine.

           If any Option granted under the Plan expires or
otherwise terminates, in whole or in part, for any reason
whatever (including, without limitation, the Non-Employee
Directors surrender thereof) without having been exercised, the
Shares subject to the unexercised portion of such Option shall be
available for the granting of Options under the Plan as fully as
if such Shares had never been subject to an Option.

5.    Grants of Options.

(a)   Initial Grants.  An Option to acquire 5,000 Shares (as
      adjusted pursuant to Section 8) shall automatically be
      granted:

                     (i)  on April 22, 1998 (the Effective
           Date), to each person who is a Non-Employee Director
           as of the close of business on the Effective Date; and

                     (ii) to a person who was not a Non-Employee
           Director on the Effective Date, on the date after the
           Effective Date he or she becomes a Non-Employee
           Director, whether by reason of his or her subsequent
           election by shareholders or appointment by the Board to
           be a director, or, if applicable, the expiration of the
           12-month period specified in Section 3(b) with respect
           to a present or future director who had previously been
           an employee of Selas or any subsidiary; provided that
           if a Non-Employee Director who previously received a
           grant of an Option under this Plan terminates service
           as a director and is subsequently elected or appointed
           to the Board again, such director shall not be eligible
           to receive any additional grant of Options under this
           subsection (a).

(b)   Discretionary Grants.  On and after July 24, 2001, Options
      may be granted to Non-Employee Directors in such amounts and
      on such terms as the Committee shall determine from time to
      time.

6.    Terms and Conditions of Options.  Options granted pursuant
to the Plan shall be subject to the following terms and
conditions:

(a)   Number of Shares.  The number of Shares to which an Option
      pertains shall be the number provided by or pursuant to
      Section 5 on the date of grant of such Option (subject to
      adjustment pursuant to Section 8).

(b)   Price.  The option exercise price per share under each
      Option granted under the Plan shall be the greater of 100%
      of the fair market value of the Shares, or the par value
      thereof, on the date such Option is granted. The fair market
      value of a Share on any day shall mean (i) the mean between
      the highest and lowest selling prices of a Share on the date
      of grant, as quoted by the American Stock Exchange Composite
      Transactions Tape, or if not available or if the primary
      market for the Shares shall not be the American Stock
      Exchange, (ii) fair market value determined by using such
      other method as shall be permitted by the Code for the
      pricing of incentive stock options, or the rules or
      regulations thereunder, and adopted by the Committee from
      time to time.

(c)   Term.  Subject to earlier termination as provided in
      subsections (e), (f), and (g) below and in Section 8 hereof,
      the term of each Option shall be ten years from the date of
      grant.

(d)   Exercise.  Options granted pursuant to Section 5(a) shall be
      exercisable in installments commencing one year after the
      date of grant in accordance with the following schedule:


                     Years After               Exercisable
                     Date of Grant               Portion

                           1                 33-1/3%
                           2                 66-2/3%
                           3                 100%

      Options granted pursuant to Section 5(b) shall be
      exercisable as determined by the Committee in its action
      granting the Options.

                Except as otherwise provided in subsections (e),
      (f) and (g) below, Options shall only be exercisable by a
      Non-Employee Director while he or she remains a director of
      Selas.  Subject to subsections (e), (f) and (g) below, any
      Shares the right to the purchase of which has accrued under
      an Option may be purchased at any time up to the expiration
      or termination of the Option.  Options may be exercised, in
      whole or in part, from time to time by giving written notice
      of exercise to Selas at its principal office, specifying the
      number of Shares to be purchased and accompanied by payment
      in full of the aggregate price for such Shares.  Only full
      Shares shall be delivered, and any fractional Share which
      might otherwise be deliverable upon exercise of an Option
      granted hereunder shall be forfeited.

           The option exercise price shall be payable (i) in cash
      or its equivalent, (ii) through the transfer of Shares
      previously acquired by the Non-Employee Director, provided
      that if such Shares were acquired through the exercise of an
      incentive stock option or nonqualified stock option, such
      shares have been held by the Non-Employee Director for a
      period of more than one year on the date of exercise; or
      (iii) by delivering a properly executed notice of exercise
      of the Option to Selas and a broker, with irrevocable
      instructions to the broker promptly to deliver to Selas the
      amount of sale or loan proceeds necessary to pay the
      exercise price of the Option.  In the event the option price
      is paid, in whole or in part, with Shares, the portion of
      the option price so paid shall be equal to the fair market
      value (determined as of the exercise date of the Option,
      rather than the date of grant) of the Shares so surrendered
      in payment of the option price.

(e)   Expiration of Term or Removal of Non-Employee Director as
      Director.  If a Non-Employee Directors service as a
      director of Selas terminates prior to the expiration of the
      original term of the Non-Employee Directors Option
      (Expiration Date) for any reason (such as, without
      limitation, failure to be re-elected by the shareholders)
      other than those set forth in subsections (f) and (g) below,
      such Option may be exercised by the Non-Employee Director,
      to the extent of the number of Shares with respect to which
      the Non-Employee Director could have exercised it on the
      date of such termination of service as a director, at any
      time prior to the earlier of: (i) the Expiration Date of
      such Option, or (ii) the date three months after the date of
      such termination of service as a director, unless (in the
      case of this clause (ii)) the Committee provides for a
      different period in its action granting the Option.

(f)   Disability of Non-Employee Director.  If a Non-Employee
      Director shall become disabled (within the meaning of
      section 22(e)(3) of the Code) during the period in which he
      or she is a director of Selas and, prior to the Expiration
      Date of the Non-Employee Directors Option, his or her
      position as a director of Selas is terminated as a
      consequence of such disability, such Option may be
      exercised, to the extent of the number of Shares with
      respect to which the Non-Employee Director could have
      exercised it on the date he or she ceased to be a director,
      by the Non-Employee Director at any time prior to the
      earlier of: (i) the Expiration Date of such Option, or (ii)
      one year after the date on which the Non-Employee Director
      ceases to be a director of Selas by reason of disability,
      unless (in the case of this clause (ii)) the Committee
      provides for a different period in its action granting the
      Option.  In the event of the Non-Employee Directors legal
      disability, such Option may be so exercised by the
      Non-Employee Directors legal representative.

(g)   Death of Non-Employee Director.  If a Non-Employee Director
      ceases to be a director of Selas by reason of his or her
      death prior to the Expiration Date of the Non-Employee
      Directors Option, or if a Non-Employee Director who ceases
      to be a director for reasons described in subsections (e)
      and (f) above shall die following his or her ceasing to be a
      director but prior to the earlier of the Expiration Date of
      such Option or expiration of the period specified in
      subsection (e) or (f) above, such Option may be exercised,
      to the extent of the number of shares with respect to which
      the Non-Employee Director could have exercised it on the
      date of his or her death, by the Non-Employee Directors
      estate, personal representative or beneficiary who acquired
      the right to exercise such Option by bequest or inheritance
      or by reason of the death of the Non-Employee Director, at
      any time prior to the earlier of:  (i) the Expiration Date
      of such Option (which, in the case of death following a
      termination of service as director pursuant to subsection
      (e) or (f) above, shall be deemed to mean the expiration of
      the exercise period specified therein), or (ii) five years
      after the date of the Non-Employee Directors death, unless
      (in the case of this clause (ii)) the Committee provides for
      a shorter period in its action granting the Option.

(h)   Transferability.  Except as provided in the following
      sentence, no Option shall be assignable or transferable
      otherwise than by will or by the laws of descent and
      distribution.  Unless the Committee, in its discretion,
      determines in its action granting an Option that this
      sentence will not apply to such Option or that such Option
      will be subject to greater restrictions on transfer, all or
      a portion of an Option may be transferred to (i) the spouse,
      children, or grandchildren of the Non-Employee Director
      (Immediate Family Members), (ii) a trust or trusts for the
      exclusive benefit of such Immediate Family Members, or (iii)
      a partnership in which such Immediate Family Members are the
      only partners, provided that there may be no consideration
      for any such transfer.

                A transferred Option shall continue to be subject
      to the same terms and conditions as were applicable
      immediately prior to transfer.  The events of termination of
      service under this Section shall also continue to be applied
      with respect to the original Non-Employee Director,
      following which the Option shall be exercisable by the
      transferee only to the extent, and for the periods specified
      in or pursuant to, Section 6(e), (f), and (g).

(i)   Rights as a Shareholder.  A Non-Employee Director shall have
      no rights as a shareholder with respect to any Shares
      covered by an Option until the issuance of a stock
      certificate representing such Shares.

(j)   Option Agreements.  As soon as practicable after the grant
      of an Option, each Non-Employee Director receiving such
      grant shall enter into, and be bound by the terms of, a
      stock option agreement (the Option Agreement), which shall
      be in such form as the Committee shall, from time to time,
      approve.  The Option Agreement shall contain such
      provisions, not inconsistent with the provisions of the
      Plan, as the Committee shall deem advisable.

7.    Listing and Registration of Shares.  Each Option shall be
subject to the requirement that, if at any time Selas shall
determine, in its discretion, that the listing, registration or
qualification of the Option or Shares covered thereby upon any
securities exchange or under any state or federal law, or the
consent or approval of any governmental regulatory body, is
necessary or desirable as a condition of, or in connection with,
the granting of such Option or the exercise thereof, or that
action by Selas or by the Non-Employee Director should be taken
in order to obtain an exemption from any such requirement, no
such Option may be exercised, in whole or in part, unless and
until such listing, registration, qualification, consent,
approval, or action shall have been effected, obtained, or taken
under conditions acceptable to Selas.  Without limiting the
generality of the foregoing, each Non-Employee Director or his or
her legal representative or beneficiary may also be required to
give satisfactory assurance that Shares acquired upon exercise of
an Option are being acquired for investment and not with a view
to distribution, and certificates representing such Shares may be
legended accordingly.

8.    Adjustments.  The number of Shares which may be issued under
the Plan, as stated in Section 4 hereof, the number of Shares
specified in Section 5 hereof and the number of Shares issuable
upon exercise of outstanding Options under the Plan (as well as
the exercise price per share under such outstanding Options),
shall be equitably adjusted by the Committee to reflect any stock
dividend, stock split, share combination or similar change in the
capitalization of Selas.

           In the event of a proposed dissolution, liquidation or
sale of a substantial portion of the assets of Selas, or of a
merger, consolidation, share exchange, exchange of shares or
other transaction in which holders of Shares are to receive cash,
securities or other property, the Committee shall, in its
unlimited discretion, have the power prior to such event (a) to
terminate all outstanding Options upon at least seven days prior
notice to each Non-Employee Director and, if the Committee deems
it appropriate, to cause the Company to pay to each Non-Employee
Director an amount in cash with respect to each Share to which a
terminated Option pertains equal to the difference between the
Option exercise price and the value, as determined by the
Committee in its sole discretion, of the consideration to be
received by the holders of Shares in connection with such
transaction, or (b) to provide for the exchange of Options
outstanding under the Plan for options to acquire securities or
other property to be delivered in connection with the transaction
and in connection therewith to make an equitable adjustment, as
determined by the Committee in its sole discretion, in the Option
exercise price and number of Shares or amount of property subject
to the Option and, if deemed appropriate, provide for a cash
payment to Optionees in partial consideration for such exchange.

9.    Amendment or Discontinuance of the Plan.  At any time and
from time to time, the Board may suspend or discontinue the Plan
or amend it, and the Committee may amend any outstanding Option,
in any respect whatsoever; provided, however, that no such
suspension, discontinuance, or amendment shall materially impair
the rights of any holder of an outstanding Option without the
consent of such holder.

10.   Termination of Plan.  No Options may be granted under the
Plan after April 21, 2008, provided, however, that the Plan and
all outstanding Options shall remain in effect until such Options
have expired or are terminated in accordance with the Plan.

11.   Governing Law.  The operation of, and the rights of
Non-Employee Directors under, the Plan, the Option Agreements,
and any Options granted hereunder shall be governed by the laws
of the Commonwealth of Pennsylvania.

12.   Absence of Rights.  Neither the adoption of the Plan nor any
action of the Board or the Committee shall be deemed to give any
individual any right to be granted an Option, or any other right
hereunder, except as expressly provided in the Plan, and then his
or her rights shall be only such as are provided by the Option
Agreement and the Plan.  No Option under the Plan shall entitle
the holder thereof to any rights as a shareholder of Selas prior
to the exercise of such Option and the issuance of the shares
pursuant thereto.  Further, notwithstanding any provisions of the
Plan or the Option Agreement with a Non-Employee Director, the
granting of an Option to a Non-Employee Director shall not
entitle that Non-Employee Director to continue to serve as a
director of Selas or a subsidiary or affect the terms and
conditions of such service.

13.   No Obligation to Exercise Option.  The granting of an Option
shall impose no obligation upon a Non-Employee Director to
exercise such Option.

14.   Effective Date.  The Plan was originally effective April 22,
1998.  The terms of the Plan, as amended and restated herein,
shall be effective on and after July 24, 2001.






                                                        EXHIBIT 10N

November 30, 2001



PERSONAL/CONFIDENTIAL
HAND DELIVERED

Mr. Robert W. Ross
Vice President and Secretary
Selas Corporation of America
President
Heat Technology Group
2034 S. Limekiln Pike
Dresher, PA  19025

      Re:  Separation Package

Dear Bob:

      This  Letter  Agreement  will  confirm  our  recent  amicable
discussions  regarding  your planned  resignation  from  employment
with Selas  Corporation of America  (Selas).  We appreciate  your
past  commitment  and many  contributions  over the years to Selas.
We have  always  found  you to be an asset to  Selas,  and you have
consistently    acted    with    the    highest    integrity    and
professionalism.   In  recognition  of  your  commitment  and  past
contributions,  Selas  is  pleased  to  offer  you  the  separation
package  that is  described  below.  Selas  advises  you to consult
with legal  counsel of your choice in making the  determination  of
whether to accept this separation package.

      1.   You   will   resign,    effective   November 30,    2001
(Resignation  Date),  (a) your  employment with Selas and each of
its  subsidiaries,  (b) each  position  you hold as an  officer  of
Selas and any of its  subsidiaries,  and (c) each position you hold
as a  director  of any  subsidiary  of Selas.  At the time you sign
this  Letter  Agreement,  you will  also sign and  deliver  to me a
letter of  resignation  in the form of  Exhibit  A, which is hereby
incorporated.

      2.   Selas will pay an equivalent to the  employers  and the
employees  share of the premiums for medical and dental  insurance
through   November 30,   2002  if  you  elect  and  receive   COBRA
coverage.  Thereafter,  you will  remain  eligible  as  provided by
law for continuing your medical and dental  insurance  coverage for
the remaining  COBRA period (which,  under current law, will expire
18 months  after your  Resignation  Date) at your own  expense.  If
you rescind this Letter  Agreement  pursuant to paragraph 14 below,
Selas  will not be  obligated  to make any  payments  specified  in
this  paragraph.  You will  still  have the  right to  continue  to
participate   in  Selas  medical  and  dental  plans  upon  timely
payment of the full premiums therefore as provided under COBRA.



      3.   For purposes of general  communication,  your separation
from  employment  will  be  represented  by  Selas  and  you  as  a
voluntary  resignation.  You and I will  announce  to  Selas  staff
your  Resignation  Date and your  change in  status  at a  mutually
agreed  upon time.  However,  I will  immediately  inform the Board
of your  Resignation  Date,  and you may  immediately  inform  your
direct  reports.  All internal  announcements  of your leaving will
be  consistent  with a mutually  agreeable  statement  that we will
draft  together  prior  to  the  internal   announcement   of  your
leaving.  You and  Selas  will  communicate  with  and  respond  to
inquiries  from  persons   outside  Selas   consistent   with  this
mutually  agreeable  announcement.  If  you  wish  me to do  so,  I
would be glad to provide  you with a mutually  agreeable  letter of
reference  which we will draft  together prior to your leaving your
employment.

      4.   Selas agrees to retain you as an independent  consultant
for  consultation  and assistance  regarding any transition  issues
in the Heat  Technology  Group and the  possible  sale of Selas SAS
(the   Consulting   Services).    This   independent   contractor
relationship  will  commence  immediately  after  your  Resignation
Date  and  end on  November 30,  2002,  except  that  (a)  you  may
terminate the  consulting  relationship  at any time for any reason
prior to November 30, 2002 with one months  written  notice,  and
(b) Selas may terminate the consulting  arrangement  immediately on
written  notice  if  you  accept  other  consulting  or  employment
elsewhere.  Upon any such  termination,  all  further  payments  of
the  retainer  described  below will cease.  You agree to notify me
immediately   if  you  accept  other   consulting   or   employment
elsewhere  during  this term.  At all times  during the  consulting
relationship,  you shall be an  independent  contractor  and not an
employee,  principal,  agent,  partner or joint  venturer of Selas.
During this term,  you shall  provide up to 60 hours of  Consulting
Services during each period of three calendar  months  beginning on
December 1, 2001,  March 1,  2002,  June 1,  2002, and September 1,
2002,  as  requested  by me or by  the  Chairman  of the  Board  of
Directors  of Selas.  You  agree to be  reasonably  available  in a
manner  consistent  with  the  scope  of  the  Consulting  Services
hereunder.  Your liaison at Selas for  purposes of your  Consulting
Services  will be me or the  Chairman of the Board of  Directors of
Selas.  In  consideration  for  your  Consulting  Services,   Selas
shall  pay you a  retainer  of  $16,089  per  month.  In  addition,
Selas will also pay all reasonable  business  expenses you incur in
providing the Consulting  Services,  including  reasonable  travel,
lodging,  meals,  and other  expenses  related  to those  services,
provided  you submit to me a monthly  expense  report.  Because you
will   perform   the   Consulting   Services   as  an   independent
contractor,  Selas will issue you a Form 1099 and not  withhold any
taxes.  You  will  be  solely   responsible  for  all  taxes.  Your
consulting  retainer  payment  will be paid on the last day of each
month  during  the  consulting  period  and will be  mailed to your
home  address of record.  You will,  however,  not be  entitled  to
any  additional  benefits  such as vacation or sick pay during this
consulting  period  since you will no  longer be a Selas  employee.
During this  consulting  period,  your Company  stock  options will
not  continue  to  vest.  If  you  rescind  this  Letter  Agreement
pursuant to  paragraph  14 below,  Selas will not be  obligated  to
make any payments specified in this paragraph.

      5.   As additional  consideration for the promises  contained
in this Letter  Agreement,  Selas will pay you an amount equivalent
to one (1)  percent of the gross  sale  price of Selas SAS,  not to
exceed  fifty  thousand  dollars  ($50,000),  provided  a  purchase
agreement  and all  closing  documents  are  fully-executed  by all
parties  on or  before  November 30,  2002.  This  payment  will be
paid in one lump sum  amount  within  30  calendar  days  after all
closing  documents  are  fully-executed  and will be mailed to your
home  address of record.  You  acknowledge  that Selas has not made
any definite  decision  concerning  the sale of Selas SAS, and that
Selas will have no  obligation  to you under this  paragraph  if it
decides  not to, or  otherwise  does not,  complete a sale of Selas
SAS.

      6.   On your  Resignation  Date,  Selas shall pay you accrued
salary  plus  the  amount  of   $10,673.00   for   accrued   and/or
carry-over  vacation  compensation  to which you are entitled as of
your  Resignation  Date.  Total vacation pay as of your Resignation
Date  represents  15 days.  The vacation pay will be paid to you on
Selas next  regularly  scheduled  pay date and mailed to your home
address of  record.  In  addition,  Selas will allow you to use the
automobile  currently  leased  by  Selas  for  your  use,  for  the
remainder  of the current  lease term.  You will not be entitled to
any bonus under any bonus plan for Selas employees.

      7.   You will receive retirement  benefits in accordance with
Selas  Retirement Plan for Salaried  Employees,  as now in effect.
The   benefits  to  which  you  shall  be  entitled   under  Selas
Supplemental  Retirement  Plan shall be  modified  so that you will
receive  $24,000  per  year in the form of a  single  life  annuity
commencing  on the first day of the  month  following  the date you
attain age 55.

      8.   All life  insurance and  disability  insurance  benefits
provided  to  you  by  or  through  Selas  will  terminate  on  the
Resignation Date.

      9.   The terms and  conditions of this Letter  Agreement will
be treated as  confidential  by the  undersigned  parties  and will
not be disclosed  to any person other than the parties  attorneys,
accountants,  financial  and  tax  advisors,  and by  you  to  your
spouse and by Selas only to its  employees  and Board  members  who
have been  informed  of the  confidentiality  requirements  of this
Letter Agreement,  who have agreed to abide by those  requirements,
and  who  have  a   legitimate   business   need  to  know.   Other
disclosure  may  be  made  as  required  by  law  or by  any  legal
proceeding  required by either  party to enforce its or your rights
under  the terms  and  conditions  of this  Letter  Agreement.  The
parties  acknowledge  that Selas will be required  to disclose  the
terms of this  Agreement  in its filings  with the  Securities  and
Exchange Commission.

      10.  Nothing in this  Letter  Agreement  is intended to be or
will be deemed  to be an  admission  by Selas or you that  Selas or
you or any of Selas  agents or  employees  has  violated any state
or federal statute,  local  ordinance,  or principle of common law,
or that Selas or you has engaged in any wrongdoing.

      11.  You agree that you will not disparage  Selas, its Board,
its  management,  or its  employees  in any  respect.  Selas agrees
that its Board  members and its  management  will not disparage you
in any respect.

      12.  You agree  that by signing  this  Letter  Agreement  you
are, for  yourself  and anyone who asserts or obtains  legal rights
from you,  releasing  unconditionally  and discharging  Selas,  its
subsidiaries,  affiliates  and related  entities,  past and present
Board members,  officers,  and employees and any entity  affiliated
with  any of the  foregoing,  from  any  and all  past  or  present
claims,  demands,  obligations,  actions,  damages and  expenses of
any  nature,  whether  known  or  unknown,  whether  based in tort,
contract or other theory of recovery  and whether for  compensatory
or  punitive  damages,   which  you  now  have,  whether  known  or
unknown,   on  account  of  or  in  any  way  growing  out  of  the
employment  relationship  between the  parties,  including  but not
limited to any claims  arising  under Title VII of the Civil Rights
Act of 1964, as amended,  the Americans with  Disabilities Act, the
Age  Discrimination  in  Employment  Act,  the  Pennsylvania  Human
Relations  Act,  all other  federal,  state,  or local civil rights
law or  common  law,  including  but not  limited  to,  retaliatory
discharge,  breach  of  contract,   promissory  estoppel,  wrongful
termination  of  employment,  defamation,  intentional or negligent
infliction  of  emotional  distress,  and/or  any other  claims for
unlawful  employment  practices,  whether legal or  equitable.  You
acknowledge  that you have been paid all  wages  and  benefits  due
you as an  employee  of Selas as of the date you sign  this  Letter
Agreement,  other than  accrued  salary and  vacation  compensation
specified   in   paragraph 6.   You  agree  not  to   institute  or
participate  voluntarily  in any law suit or proceeding  brought by
any   individual   relating   in  any   way  to   your   employment
relationship  with  Selas  up to the  time  of  your  signing  this
Agreement.  You  acknowledge  that this  release  includes a waiver
of any  right to money  damages  or other  individual  remedies  or
damages awarded by any governmental agency including the EEOC.

      13.  You have 21 days,  not counting the day you receive this
Letter  Agreement,   to  consider  this  separation  package.   You
acknowledge  that if you sign this Letter  Agreement before the end
of  the  21-day  period,  it  will  be  your  personal,   voluntary
decision  to  waive  the  remainder  of the  consideration  period.
Selas and you  agree  that any  changes  in this  Letter  Agreement
made prior to  signing,  whether  material  or not,  do not restart
the 21-day period for consideration.

      14.  You may rescind and revoke  this  Letter  Agreement  for
any  reason  within  seven  (7) days  after  you sign  this  Letter
Agreement,  and it will not become  effective or enforceable  until
this   seven-day   period  has  expired.   To  be  effective,   the
rescission  must be in writing and  delivered  by hand or mailed to
Mark Gorder,  President,  Selas  Corporation  of America,  1260 Red
Fox Road,  Arden Hills,  MN 55112,  within such  seven-day  period.
If  mailed,  the  rescission  must  be (a)  postmarked  within  the
seven-day  period;  (b)  properly  addressed  to me as shown above;
and (c) sent by certified  mail,  return  receipt  requested.  This
Letter  Agreement  shall not become  effective until the rescission
period has  expired.  You will not be  entitled  to any  payment if
you rescind this Letter  Agreement,  other than  salary,  vacation,
or other benefits payable as of your Resignation Date.

      15.  You retain all stock  options in the  Companys  Amended
and Restated  1994 Stock Option Plan (the Stock  Option Plan) that
vest prior to your  Resignation  Date and that you shall be able to
exercise  these  options  under  during a period  of not more  than
three (3) months after your  Resignation  Date,  all in  accordance
with the Companys Stock Option Plan.

      16.  You  agree  that you  will  not  retain  any  copies  of
company   property   or   documents,   except   for  those  that  I
specifically   authorize  that  you  may  retain  for  purposes  of
performing   the   Consulting   Services.   You  agree   that  this
obligation  is ongoing and that if you  subsequently  discover  any
additional   Company  property  you  will  promptly  return  it  to
Selas.  On or before  your  Resignation  Date,  you agree to return
promptly all other  Company  property and equipment of any kind and
all files, documents, and copies of such.

      17.  For  the  purposes  of  this  paragraph,   Confidential
Information  means  information  not readily  available to persons
not  employed  by Selas  or  others  who are not in a  confidential
relationship   with  Selas.   Confidential   information   includes
financial,  customer, pricing, sales, marketing,  investments,  and
strategic planning information.

      You recognize  and  acknowledge  that during your  employment
with  Selas,  you had access to,  worked  with and became  familiar
with Confidential  Information of Selas and its  subsidiaries.  You
further    agree   that   you   have    established    longstanding
relationships  with Selas and its  subsidiaries  customers,  that
Selas  and its  subsidiaries  are  engaged  in  highly  competitive
activities,  and  that  Selas  and its  subsidiaries  could  suffer
irreparable harm if you engage in competitive activities.

      You  agree  that  until  one year  after  the  expiration  or
earlier  termination  of the  consulting  arrangement  described in
paragraph  4,  you will not on your  own  behalf  or as a  partner,
officer,  director,  employee,  agent,  or  consultant of any other
person or entity,  directly or  indirectly,  engage in the business
of  providing  products or services to customers of Selas or any of
its  subsidiaries  which  are  the  same  or  similar  to  services
provided  by  Selas  or any  of its  subsidiaries.  You  and  Selas
agree  that  the  products   and  services   which  Selas  and  its
subsidiaries  provide to their customers  include  services related
to   specialized   industrial   heat-processing   systems  used  by
manufacturers  of  steel,  glass,  and  other  materials;   hearing
device components and systems,  molded plastics,  medical plastics,
termistors,  capacitors,  and other high technology  products;  and
tire holders, hoists and related products.

      You also agree that  until one year after the  expiration  or
earlier  termination  of the  consulting  arrangement  described in
paragraph  4,  you will not on your  own  behalf  or as a  partner,
officer,  director,  employee,  agent,  or  consultant of any other
person or entity,  solicit or induce any  employee  of Selas or any
of its  subsidiaries  to leave their  employment  with Selas or any
of its  subsidiaries or consider  employment with another person or
entity.

      You  further  agree that until one year after the  expiration
or earlier termination of the consulting  arrangement  described in
paragraph  4, you will not solicit  employment  with any  customers
of Selas or any of its  subsidiaries.  You also  agree  that  until
one  year  after  the  expiration  or  earlier  termination  of the
consulting  arrangement  described  in  paragraph  4,  you will not
directly  or  directly  solicit  employment  with a  competitor  of
Selas  or any of its  subsidiaries.  For  purposes  of this  Letter
Agreement,  the term competitor  includes, but is not limited to,
any person,  firm,  company,  corporation,  or other  legal  entity
engaged in the  business of  providing  products or services  which
are the same or similar  to  services  provided  by Selas or any of
its subsidiaries.

      You further  understand  and agree that you will not disclose
or  communicate  any  Confidential  Information  to any third party
without  the  consent  of  Selas  and that you will not make use of
Confidential  Information  on your own  behalf  or on behalf of any
third party.

      You  understand  that any  breach of these  paragraphs  would
cause irreparable harm to Selas, and that,  therefore,  Selas shall
be  entitled  to  an  injunction  prohibiting  you  from  any  such
breach.  This  provision  with  respect to  injunctive  relief will
not,  however,  diminish  the rights of Selas to claim and  recover
damages  in   addition  to   injunctive   relief.   You   expressly
acknowledge   that   the   undertaking    regarding    Confidential
Information  set  forth  above  shall  survive  the  expiration  or
termination   of  other   agreements   or  duties  in  this  Letter
Agreement.

      If you  breach  any of  your  obligations  contained  in this
paragraph 17,  all  consulting  amounts  paid  and/or  owed  to you
pursuant to this Letter  Agreement at the election of Selas,  shall
be  forfeited  and  returned  to Selas.  If you  breach any of your
obligations  contained  herein,  Selas  shall be able to pursue all
legal and  equitable  remedies  available.  You will also be liable
to  Selas  for  any  and  all  costs,  including  attorneys  fees,
incurred in enforcing this Letter Agreement.

      18.  You  acknowledge  and agree that Selas  payments to you
and all other  promises  of Selas to you set  forth in this  Letter
Agreement  constitute  full  and  adequate  consideration  for this
Letter  Agreement  and  that,  if  you  do  not  sign  this  Letter
Agreement  or  if  you  rescind   pursuant  to  paragraph   14,  or
otherwise  challenge the  effectiveness  of all or any part of this
Letter  Agreement  at any time,  or breach any of your  obligations
contained in this Letter  Agreement  at any time,  Selas shall have
no  obligation  to provide  any  portion of the  consideration.  If
either you or Selas breaches this Letter  Agreement,  the breaching
party will pay all reasonable  costs,  including  attorneys  fees,
incurred  by the  non-breaching  party  in  enforcing  this  Letter
Agreement.

      19.  This Letter  Agreement may not be modified or amended in
any way except in a writing  signed by both  parties.  This  Letter
Agreement  shall be  binding  upon and inure to the  benefit of the
parties and their  respective  heirs,  successors,  and assigns and
shall  be   interpreted   in  accordance   with  the  laws  of  the
Commonwealth of Pennsylvania.

      20.  If any provision of this Letter  Agreement is held to be
illegal,  invalid or  unenforceable  under  present or future laws,
rules,  or regulations,  such provision  shall be fully  severable,
and this Letter  Agreement  shall be  construed  and enforced as if
such  illegal,   invalid  or  unenforceable   provision  had  never
comprised  a part  of this  Letter  Agreement,  and  the  remaining
provisions  of this  Letter  Agreement  shall  remain in full force
and effect and shall not be  affected  by the  illegal,  invalid or
unenforceable  provision  or by  its  severance  from  this  Letter
Agreement.

      21.  This Letter  Agreement  constitutes the entire agreement
of the parties  concerning  its subject  matter and  supersedes all
prior agreements,  statements,  promises and negotiations,  written
or oral,  concerning  such  subject  matter.  Without  limiting the
generality   of  the   preceding   sentence,   the   Agreement   on
Termination  Following  Change of Control or Asset Sale between you
and Selas is hereby terminated.

      22.  By signing this Letter  Agreement,  you acknowledge that
you  have  had  the  opportunity  to be  represented  by  your  own
attorney,  that you  have  read and  understood  the  terms of this
Letter Agreement,  and that you are voluntarily  entering into this
Letter  Agreement  to  resolve  any  disputes  with  Selas  and  to
receive the benefits of this separation package.

Please  indicate  your  acceptance  of this  separation  package by
signing,  dating,  and  returning  to me the  extra  copy  of  this
Letter  Agreement  that I have  enclosed  for you  within  the time
provided in paragraph 13.  I look forward to hearing from you.

SELAS CORPORATION OF AMERICA



By    /s/ Mark S. Gorder
      Mark S. Gorder, President




                            ACCEPTANCE


      I accept and agree to the terms of this Letter Agreement.



Dated:          November 30, 2001                            /s/
Robert W. Ross
                              Robert W. Ross










Mr. Mark Gorder
President
Selas Corporation of America
1260 Red Fox Road, Arden Hills
MN 55112



Dear Mark:

      I  voluntarily  resign,  effective  October 31, 2001,  (a) my
employment  with Selas  Corporation  of America  (Selas) and each
of its  subsidiaries,  (b) each  position  I hold as an  officer of
Selas and any of its  subsidiaries,  and (c) each  position  I hold
as a director of any subsidiary of Selas.

                                    Yours truly,



                                    /s/ Robert W. Ross



                                    Robert W. Ross
                                    Vice President and Secretary
                                    Selas Corporation of America
                                    President
                                    Heat Technology Group











                             Exhibit A





24

Selas Corporation of America                           Exhibit 13
(the Company)is a diversified firm with international operations and sales
that engages in the design, development, engineering and manufacturing of
a range of products.  The Company, headquartered in Dresher, Pennsylvania
with subsidiaries in Minnesota, Ohio, California, France, Germany, Japan,
Portugal and Singapore, operates directly or through subsidiaries in three
business segments.

Under the SelasTM  name, the Heat Technology segment designs and
manufactures specialized industrial heat processing systems for the
aluminum and glassware industries worldwide, and replacement parts for
steel, aluminum, glass and other manufacturers worldwide.  The Companys
Precision Miniature Medical and Electronic Products segment designs and
manufactures microminiature components, systems and molded plastic parts
primarily for the hearing instrument manufacturing industry and also for
the electronics, telecommunications, computer and medical equipment
industries. The companys Tire Holders, Lifts and related Products segment
segment manufactures products, primarily based on cable winch designs, for
use as original equipment by the pick-up truck and minivan segment of the
automotive industry.

In the fourth quarter of 2001, the Company initiated its plan to
dispose of the Companys primary custom-engineered furnace business,
Selas SAS (Paris), along with two other closely related subsidiaries
Selas Italiana, S.r.L. (Milan) and Selas U.K. (Derbyshire).  These
subsidiaries form the Companys large custom-engineered furnaces
division used primarily in the steel and glass industries worldwide.
The furnaces engineered by this division are custom-engineered to meet
customer specific requirements.  These subsidiaries generated
approximately $15.6 million and $27.3 million of revenue and a loss
from operations of $5.3 million and $69,000 in 2001 and 2000,
respectively.  The Company has accounted for the plan to dispose of the
subsidiaries as a discontinued operation and, accordingly, has
reclassified the historical financial data of these subsidiaries.  See
further information in note 2 to the consolidated financial statements.

Financial Highlights

Years ended December 31                 2001(a)           2000
Net sales  . . . . . . . . . . .     $ 86,310,000     $ 89,304,000
Income from continuing operations,
  Net of tax . . . . . . . . . .          658,000        3,005,000
(Loss) from discontinued
  operations, net of tax               (5,275,000)         (69,000)
Net income (loss). . . . . . . .       (4,617,000)       2,936,000

Basic earnings (loss) per share:
  Continuing operations . . . .             .13             .59
  Discontinued operations                 (1.03)           (.02)
  Basic income (loss) per share            (.90)            .57

Diluted earnings (loss) per share
  Continuing operations . . . . .           .13             .59
  Discontinued operations . . . .         (1.03)           (.02)
  Diluted income (loss) per share          (.90)            .57


Working capital   . . . . . . .         6,978,000       14,839,000
Total assets  . . . . . . . . .        76,100,000       74,593,000
Total shareholders equity  . .         38,605,000       44,098,000

(a) The Companys large custom-engineered subsidiaries generated
 approximately $15.6 million and $27.3 million of revenue in 2001 and
 2000, respectively, and a loss from discontinued operations of $5.3
 million and $69,000 in 2001 and 2000, respectively.  These sales have
 been reclassified to discontinued operations.



Market and Dividend Information

                       2001                     2000
                  ----------------        -----------------
                      Market                   Market
                    Price Range             Price Range
                  ----------------        -----------------

Quarter            High     Low            High     Low
  First  . . . .  $4.000   $3.100         $6.750   $4.875
  Second . . . .   4.750    3.300          7.625    5.250
  Third  . . . .   4.500    2.850          7.500    4.625
  Fourth . . . .   3.600    2.000          5.937    2.750

At February 7, 2002 the Company had 413 shareholders of record.

                         2001        2000        1999
Dividends per share:
  First Quarter . . .    $.045      $.045       $.045
  Second Quarter. . .    .045        .045        .045
  Third Quarter . . .    .045        .045        .045
  Fourth Quarter. . .    .000        .045        .045


The payment of any future dividends is subject to the discretion of the
Board of Directors and is dependent on a number of factors, including
the Companys capital requirements, financial condition, financial
covenants and cash availability.

Selas is an equal opportunity employer.

   THE COMMON STOCK OF SELAS CORPORATION OF AMERICA IS LISTED ON THE
AMERICAN STOCK EXCHANGE UNDER THE SYMBOL SLS.


Selas Corporation of America
Five-Year Summary of Operations
(In thousands, except for share and per share data)

Years ended December 31            2001(a)   2001(b)   1999

Sales, net                     $   86,310  $  89,304 $77,839

Cost of sales                      66,974     68,384  57,640
Selling, general and
  administrative expenses          17,143     15,935  15,857
Interest expense                      515        574     534
Interest income                       (97)       (51)    (45)
Other (income) expense, net           144       (409)    318

Income from continuing
operations
  before income taxes               1,631      4,865   3,541
Income taxes                          973      1,860   1,803

Income from continuing
operations                            658      3,005   1,738
Income (loss) from
discontinued
  operations, net of income
  taxes                             (5,275)       (69)    (9)

 Net income (loss)                  (4,617)    2,936   1,729

Basic earnings (loss) per
share:
Continuing operations                 .13        .59     .33
Discontinued operations             (1.03)      .(02)
Net income (loss)                    (.90)       .57     .33

Diluted earnings (loss) per
share:
Continuing operations                 .13        .59     .33
Discontinued operations             (1.03)      .(02)
Net income (loss)                    (.90)       .57     .33

Comprehensive income (loss)         (4,802)    1,746   1,672

Weighted average number of
  Shares outstanding during
year

Basic                          5,119,214   5,121,513 5,196,072

Diluted                        5,134,084   5,134,494 5,208,090






 Selas Corporation of America
 Five-Year Summary of Operations
 (In thousands, except for share and per share data)

Years ended December 31              1998(c)    1997(d)

Sales, net . . . . . . . . . .  $    81,488 $    71,912
.

Cost of sales  . . . . . . . .       59,455      52,470
.
Selling, general and
  administrative expenses  . . .     14,559      13,380
Interest expense . . . . . . . .        634         660
Interest income    . . . . . . .        (73)        (63)
Other (income) expense, net  . .        (47)       (502)

Income from continuing
operations                            6,960        5,967
  before income taxes  . . . .
.
Income taxes . . . . . . . . . .      1,680        1,777

Income from continuing                5.280        4,190
operations
Income (loss) from discontinued
  operations, net of income          (1,670)         197
taxes

Net income (loss) . . . . . . .       3,610        4,387

Basic earnings (loss) per share:
Continuing operations . . . . .        1.01          .80
Discontinued operations . . . .        (.32)         .04
Net income (loss). . . . . . .          .69          .84

Diluted earnings (loss) per
share:
Continuing operations  . . . .         1.00          .78
.
Discontinued operations. . . .         (.32)         .04
.
Net income (loss)                       .68          .82

Comprehensive income (loss) .         3,665        4,802

Weighted average number of
  shares outstanding during year

Basic . . . . . . . . . . . .     5,233,016    5,213,124
.

Diluted . . . . . . . . . . . .   5,310,354    5,354,978
.




Other Financial Highlights
(In thousands, except for share and per share data)

Years  ended December 31     2001(a)      2000(b)      1999

Working capital            $  6,978     $  14,839   $ 11,551
Total assets                 76,100        74,593     67,044
Long-term debt                3,215           808      1,617
Long-term benefit             3,879         3,773      3,847
obligations

Shareholders equity:

  Capital  stock and
additional                   17,647       17,647      17,647
    paid-in capital
  Retained earnings          23,298       28,607      26,593
  Accumulated other
     comprehensive income
    (loss)
                             (1,075)        (891)        299

  Treasury stock             (1,265)      (1,265)     (1,203)

  Total shareholders         38,605       44,098      43,336
equity
  Depreciation and            4,025        3,773       3,690
amortization

  Dividends per share          .135          .18         .18





Other Financial Highlights
(In thousands, except for share and per share data)

Years  ended December 31                 1998 (c)     1997 (d)

Working capital                         $ 13,467     $ 13,546
Total assets                              70,337       61,912
Long-term debt                             3,102        5,518
Long-term benefit obligations              3,770        3,711

Shareholders equity:

  Capital  stock and
additional                                17,556       17,382
    paid-in capital
  Retained earnings                       25,798       23,130
  Accumulated other
     comprehensive income
    (loss)
                                             357          302

  Treasury stock                            (382)        (382)

  Total shareholders  equity              43,329       40,432
  Depreciation and amortization            3,539        3,221

  Dividends per share                        .18         .178




 The Companys large custom-engineered furnace subsidiaries have been
 accounted for as a discontinued operation.   Accordingly, the
 historical financial information has been reclassified.  See Note 2 to
 the consolidated financial statements.

 (a)On January 11, 2001, the Company acquired the stock of Lectret, a Singapore
    based company.

    On April 25, 2001, the Company sold a minority interest of Nippon
    Selas, a Tokyo, Japan based company to three directors of Nippon Selas.

 (b)On January 12, 2000, a subsidiary of the Company acquired the stock
    of Ermat S.A.

    On June 6, 2000, the Company acquired the remaining 50.1% interest of
    Nippon Selas.

 (c)On February 28, 1998, a subsidiary of the Company acquired the stock
    of CFR.

    On May 27, 1998, a subsidiary of the Company acquired the stock of IMB
    Electronic Products, Inc.

    On October 28, 1998, a subsidiary of the Company, RTI Technologies
    PTE LTD, acquired certain assets and liabilities of Lectret.

 (d)February 21, 1997, a subsidiary of the Company acquired the assets of
    RII Electronics, Inc.






Managements Discussion and Analysis
of Financial Condition and Results of Operations

2001 compared with 2000

In the fourth quarter of 2001, the Company initiated its plan to
dispose of the Companys primary custom-engineered furnace business,
Selas SAS Paris, along with two other closely related subsidiaries
Selas Italiana, S.r.L. (Milan) and Selas U.K. (Derbyshire).  These
subsidiaries form the Companys large custom-engineered furnaces
division used primarily in the steel and glass industries worldwide.
The furnaces engineered by this division are custom-engineered to meet
customer specific requirements.  These subsidiaries generated
approximately $15.6 million and $27.3 million of revenue and a loss
from operations of $5.3 million and $69,000 in 2001 and 2000,
respectively.  The Company has accounted for the plan to dispose of the
subsidiaries as a discontinued operation and, accordingly, has
reclassified the historical financial data of these subsidiaries.  See
further information in note 2 to the consolidated financial statements.

Consolidated net sales decreased 3.3% to $86.3 million in 2001 from
$89.3 million in 2000.  Net sales for the heat technology segment
increased to $33.5 million in 2001 compared to $31.8 million in 2000.
The increase in sales in 2001 is attributable to a contract in backlog
at the beginning of the year along with higher sales of replacement
parts and burners partially offset by lower sales of smaller heat
treating furnaces produced by the Companys CFR and Ermat subsidiaries.
CFR and Ermat manufacture small heat treating furnaces utilized in the
aluminum and glassware industries worldwide. Sales and earnings of heat
treating contracts are recognized on the percentage of completion
method and generally require more than twelve months to complete.  The
Company is not dependent on any one heat technology customer on an
ongoing basis.  Backlog for the heat technology segment was $16.8
million as of December 31, 2001 compared to $20.4 million as of
December 31, 2000.

The Company's precision miniature medical and electronic products
segment net sales decreased to $37.8 million in 2001 from $39.7 million
in 2000.  Revenue decreased in the current year compared to 2000
because of lower sales of thermistor and capacitor parts to the
electronics and telecommunications industries and lower shipments of
component parts to the hearing health industry.  These decreases were
partially offset by the inclusion in the current year of the sales of
approximately $3 million of Lectret, a Singapore manufacturer of
microphone capsules acquired in January, 2001. The Companys sales in
this segment are affected by the telecommunications industry which
continues its ongoing slump and the hearing health markets which have
been flat for the last several years.

Net sales for the tire holders, lifts and related products segment
decreased to $15.0 million in 2001 compared to $17.8 million in 2000.
The decline in revenue is due to lower sales of tire lift products to
the Companys automotive customers, reflecting the conditions within
this industry and the loss of a contract at the beginning of the year
to supply tire lifts for one of its customers new car models.

The Company's gross profit margin as a percentage of sales decreased to
22.4% in 2001 from 23.4% in 2000.  Gross profit margins for the heat
technology segment increased to 21.0% for 2001 compared to 17.1% for
2000.  Heat technology gross profit margins vary markedly from contract
to contract, depending on customer specifications and other conditions
related to the contract. Revised costs may be affected by changes in
material purchase price estimates, labor and subcontractor completion
estimates and other factors related to the contract. The gross profit
margins for 2001 were higher because of the increased revenue generated
by sales of replacement parts and burners, which typically have better
profit margins than heat treating contracts.  This improvement was
partially offset by cost overruns on some of the smaller furnace orders
at the Companys CFR subsidiary.  Heat technology reserves for guarantee
obligations and estimated future costs of services increased to $.9
million in 2001 from $.5 million in 2000 due to the completion or
near-completion of several contracts during the year.  Guarantee
obligations and estimated future service costs on contracts extend for
up to one year from completion.

Gross profit margins for the precision miniature medical and electronic
products segment decreased to 26.1% in 2001 from 29.1% in 2000.  The
lower margins in the current year are attributable to the mix of
product sales between the periods as hearing health component parts,
whose sales have been declining, have higher profit margins compared to
some of the segments other products, particularly hearing health
system parts, whose sales have been increasing.

Gross profit margins for the tire holders, lifts and related products
segment decreased to 16.2% in 2001 from 22.1% in 2000.  The lower
margins in the current year are due to a loss of efficiencies in the
tire lift production process resulting from the decline in sales to the
automotive industry.

Selling, general and administrative expenses (SG&A) increased 7.6% to
$17.1 million in 2001 compared to $15.9 million in 2000.  The higher
selling, general and administrative expenses in the current year are
due primarily to the January 2001 acquisition of Lectret, a Singapore
microphone capsule manufacturer and the inclusion of Nippon Selas
results for a full year.  The remaining equity investment in Nippon
Selas was acquired in June, 2000.

Research and development costs increased to $1.5 million in 2001
compared to $1.2 million in 2000 due to increased activity at the
precision miniature medical segment. Interest expense was basically
unchanged at $.5 million in 2001 compared to $.6 million in 2000.
Interest income increased to $97,000 in 2001 compared to $45,000 in
2000 due mainly to interest imputed on a trade note receivable.

Other (income) expense includes gains on foreign exchange of $46,000
and $38,000 in 2001 and 2000, respectively.  Other income in 2000 also
includes investment income of approximately $247,000.

The effective tax rate in 2001 and 2000 on income before income taxes
was 59.7% and 38.2%, respectively.  See note 12 to the consolidated
financial statements regarding the reconciliation of the statutory
income tax rate to the effective tax rate.  In 2001, the Company
recognized an increase to the valuation allowance related to certain
foreign net operating losses which the Company believes are not more
than likely to be realized in the coming years.

Consolidated net (loss) of $4.6 million in 2001 decreased from an
income of $2.9 million in 2000.  The Company's heat technology segment
had income of $.5 million in 2001 compared to $.5 million in 2000.  The
precision miniature medical and electronic products segment's income
decreased to $.3 million in 2001 compared to $1.8 million in 2000 due
to the decline in sales of parts to the electronics and hearing health
industries and higher SG&A expenses related to the acquisition of
Lectret.  The Company's tire holders, lifts and related products
segment decreased its net income to $.7 million in 2001 compared to
$1.4 million in 2000 because of lower tire lift sales to the automotive
industry and a loss of production efficiencies in the manufacturing
process.  General corporate expenses, net, increased to $852,000 in
2001 from $679,000 in 2000.

Discontinued operations generated a $5.3 million loss in 2001 compared
to a loss of $69,000 in 2000.  The increase in the loss is due to the
delay in the receipt of a large engineered contract and lower gross
profit margins on certain orders completed in 2001 and cost overruns on
contracts started in 2000.  In the fourth quarter of 2001, the Company
determined that the realizability of the deferred tax assets associated
with their European discontinued operations were not recoverable.  The
Company recognized a valuation allowance of approximately $2.7 million.



Liquidity and Capital Resources

Consolidated net working capital decreased to $7.0 million at December
31, 2001 from $14.8 million at December 31, 2000.  The decrease is due
primarily to the purchases of property and equipment, paydown of
long-term debt and payment of dividends offset by net assets acquired
through acquisitions.  The major changes in components of working
capital for the year were lower accounts receivable of $5.5 million,
higher inventories of $2.4 million, higher notes payable of $3.1
million, lower income taxes payable of $.7 million, and higher current
maturities of long-term debt of $.7 million.  These changes relate
mainly to the ongoing operations of the Company and to a lesser extent,
the acquisition of Lectret in January, 2001.  As part of the ongoing
operations of the Company, management periodically performs a strategic
analysis of all assets of the Company to ensure that an appropriate
rate of return is achieved from the invested capital.

The Companys long-term debt at December 31, 2001 was $3.2 million.  The
increase in long-term debt is due to the refinancing in January, 2001
of the Companys credit facilities referred to above partially offset
by repayments.  The increase in notes payable relates to the same
credit facility refinancing and repayments during the year.

At September 30, 2001, the Company did not meet the tangible
capital funds covenant of its existing loan and revolving credit
facilities. The Company has obtained waivers from the bank through
April 15, 2002.  The Company has been negotiating with the bank to
obtain new domestic revolving credit facilities, new domestic long-term
financing and a new European working capital credit arrangement that is
used for working capital or guarantees for customer advance payments on
contracts.

On April 15, 2002, the Company entered into a second waiver and amendment
agreement for its domestic and foreign revolving credit and term loan
facilities and obtained a new domestic supplemental credit facility in the
amount of $5,000,000 to be used for additional domestic borrowing and for
the issuance of advance payment guarantees. Borrowings under the amended
credit facilities bear interest at LIBOR plus 1.5% to 2.5% until the sale of
the discontinued operations at which time the remaining credit facilities
after paydown with proceeds, if any, from the sale bear interest at LIBOR
plus 1.5% to 2.0% for the remaining term of the loan and a commitment fee of
.25% per annum is payable on the unborrowed portion. In addition the company
has agreed to pay a nonrefundable commitment fee of $150,000 plus an amount
equal to 2% of that portion of the gross  price of the sale of the European
discontinued operation in excess of 7,000,000 Euros.

The Companys domestic revolving credit loan facilities of $2,977,526 mature
on January 31, 2003. The European term loan and credit facilities of
$1,499,311 and $5,328,390 respectively, mature on the earlier of
January 31, 2003 or the date of sale of the discontinued operations. The
domestic term loan credit facilities of $2,465,833 continue to expire during
the period from July 1,2004 and February 1,2006. The Companys guarantee
customer advance payments of $1,960,418 expire on the earlier of January 31,
2003 or the date of sale of the discontinued operations. The new domestic
supplemental credit facility of $5,000,000 matures on the earlier of January 31,
2003 or the date of the sale of the discontinued operations.

In connection with the second waiver and amendment agreement, the Company has
pledged as collateral substantially all of the assets of the Companys domestic
and foreign subsidiaries except for those assets that are impractical to pledge
under local law. The credit facilities contain restrictive covenants regarding
the payment of cash dividends, capital expenditures, acquisitions, maintenance
of working capital, net worth and shareholders equity, along with the
maintenance of certain financial ratios.

As of December 31, 2001, the Company was not required to maintain any financial
covenants due to the receipt of a waiver from the financial institution. The
impact of the amended credit facilities is expected to be an increase in
interest expense of approximately $200,000. Management believes that the
Company will be able to maintain the amended covenants through January 1, 2003.

We believe that the amended credit facility combined with
funds expected to be generated from operations, the available borrowing
capacity through its revolving credit loan facilities, the potential
sale of the European subsidiaries, curtailment of the dividend payment
and control of capital spending will be sufficient to meet its
anticipated cash requirements for operating needs.

Contractual Obligations

The following tables represent the Companys contractual obligations
and commercial commitments as of December 31, 2001.

                                  Payments Due by
Period
  Contractual                                                 After
  Obligations       Total     Current   2-3 Years     4-5    5 Years
                                                     Years

Long-term debt   $4,711.000 $1,496,000 $2,458,000   757,000
Operating leases  9,754,000  1,441,000  2,787,000 2,358,000 3,168,000
Other long-term
  Obligations     2,572,000    718,000  1,854,000

Total
  contractual
  Cash
  obligations    17,037,000  3,655,000  7,099,000 3,115,000 3,168,000





                         Amount of Commitment Expiration By
Period
     Other          Total
  Commercial       Amounts                            4-5       Over
  Commitments     Committed    Current   2-3 Years   Years    5 Years

Lines of credit  $9,422,000  $9,422,000
Guarantees        2,553,000   2,390,000    163,000
Total commercial
  commitments    11,975,000  11,812,000    163,000


A significant portion of the heat technology segment sales and the
discontinued operations are denominated in foreign currencies,
primarily the French franc.  Generally, the income statement effect of
changes in foreign currencies is partially or wholly offset by the
European subsidiaries ability to make corresponding price changes in
the local currency.  From time to time the impact of fluctuations in
foreign currencies may have a material effect on the financial results
of the Company.  See note 14 to the consolidated financial statements.

The Company is a defendant along with a number of other parties in
approximately 253 lawsuits as of December 31, 2001 (approximately 100
as of December 31, 2000) alleging that plaintiffs have or may have
contracted asbestos-related diseases as a result of exposure to
asbestos products or equipment containing asbestos sold by one or more
named defendants.  Due to the noninformative nature of the complaints,
the Company does not know whether any of the complaints state valid
claims against the Company.  The lead insurance carrier has informed
the Company that the primary policy for the period July 1, 1972   July
1, 1975 has been exhausted and that the lead carrier will no longer
provide a defense under that policy.  The Company has requested that
the lead carrier substantiate this situation.  The Company has
contacted representatives of the Companys excess insurance carrier for
some or all of this period.  The Company does not believe that the
asserted exhaustion of the primary insurance coverage for this period
will have a material adverse effect on the financial condition,
liquidity, or results of operations of the Company.  Management is of
the opinion that the number of insurance carriers involved in the
defense of the suits and the significant number of policy years and
policy limits to which these insurance carriers are insuring the
Company make the ultimate disposition of these lawsuits not material to
the Companys consolidated financial position or results of operations.

The Company is also involved in other lawsuits arising in the normal
course of business.  While it is not possible to predict with certainty
the outcome of these matters, management is of the opinion that the
disposition of these lawsuits and claims will not materially affect the
Companys consolidated financial position, liquidity, or results of
operations.






Beginning in January 2002,new Euro-denominated bills and coins were issued,
and legacy currencies have been withdrawn from circulation.  The Company has
recognized this situation and has developed a plan to address any issue being
raised by the currency conversion.  Possible issues include, but are not
limited to, the need to adapt computer and financial systems to recognize
Euro-denominated transactions, as well as the impact of one common
European currency on pricing.  The Company believes that all issues
have been resolved during 2001. No issues have arisen in 2002 that
impact the Companys ability to operate.

During the first quarter of 1999, the Company implemented a program to
repurchase up to 250,000 shares of its common stock, which at the time
represented approximately 5% of its total shares outstanding.  The
shares have been purchased from time to time on the open market during
1999 and 2000.  As of December 31, 2001, the Company has repurchased a
total of 152,190 shares of its common stock at a cost of $883,141.

New Accounting Pronouncements

In July, 2001, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standard (SFAS) No. 141, "Business
Combinations".  Statement 141 requires all business combinations
initiated after June 30, 2001 to be accounted for using the purchase
method.  The Company had no significant acquisitions after June 30,
2001.

Also in July, 2001, the FASB issued SFAS No. 142, "Goodwill and Other
Intangible Assets", which replaces the requirement to amortize
intangible assets with indefinite lives and goodwill with a requirement
for a transitional impairment test.  Statement 142 requires an
evaluation of intangible assets and their useful lives.  After
transition, the impairment tests will be performed annually in
accordance with SFAS No. 121, "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed Of".
Intangible assets with definite useful lives are required to be
amortized over their respective estimated useful lives and also
reviewed for impairment in accordance with SFAS No. 121.

As of the date of adoption, the Company has unamortized goodwill in the
amount of $15,632,000, which will be subject to the transition
provisions of Statements 141 and 142.  Amortization expense related to
goodwill was approximately $664,036 and $733,000 for the year ended
December 31, 2001 and 2000, respectively.  Because of the extensive
effort needed to comply with adopting Statements 141 and 142, it is not
practical to reasonably estimate the impact of adopting these
Statements on the Company's financial statements at the date of this
report.

In July 2001, the FASB issued SFAS No. 143, Accounting for Asset
Retirement Obligations, which addresses financial accounting and
reporting for obligations associated with the retirement of tangible
long-lived assets and the associated asset retirement costs.  The
standard applies to legal obligations with the retirement of long-lived
assets that result from the acquisition, construction, development and
(or) normal use of the asset.  Adoption is required for fiscal years
beginning after June 15, 2002, with earlier adoption encouraged.  The
Company is in the process of analyzing the implications of SFAS 143 and
does not believe that the adoption of this statement will have a
material impact on the net earnings of the Company.

In October 2001, the FASB issued SFAS No. 144, Accounting for the
Impairment or Disposal of Long-Lived Assets, which addresses financial
accounting and reporting for the impairment or disposal of long-lived
assets.  While SFAS Statement 144 supersedes FASB Statement No. 121,
Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to Be Disposed Of, it retains many of the fundamental provisions
of that Statement.  SFAS Statement 144 also supersedes the accounting
and reporting provisions of APB Opinion No. 30, Reporting the Results
of Operations - Reporting the Effects of Disposal of a Segment of a
Business, and Extraordinary, Unusual and Infrequently Occurring Events
and Transactions, for the disposal of a segment of a business.
However, it retains the requirement in Opinion No. 30 to report
separately discontinued operations and extends that reporting to a
component of an entity that either has been disposed of (by sale,
abandonment, or in a distribution to owners) or is classified as held
for sale.  SFAS Statement 144 is effective for fiscal years beginning
after December 15, 2001.  The Company is in the process of analyzing
the implications of this statement and does not expect the guidance to
have a material impact on the net earnings of the Company.

2000 Compared with 1999

Consolidated net sales increased 14.7% to $89.3 million in 2000 from
$77.8 million in 1999.  Net sales for the heat technology segment
increased to $31.8 million in 2000 compared to $23.8 million in 1999.
The increase in sales in 2000 is attributable to higher sales generated
by CFR and sales from Ermat S.A., the French small furnace manufacturer
acquired in January, 2000. Sales and earnings of engineered contracts
are recognized on the percentage of completion method and generally
require more than twelve months to complete.  The Company is not
dependent on any one heat technology customer on an ongoing basis.
Backlog for the heat technology segment was $20.4 million as of
December 31, 2000 compared to $8.9 million as of December 31, 1999.

The Companys precision miniature medical and electronic products
segment net sales increased to $39.7 million in 2000 from $35.5 million
in 1999.  Revenue increased compared to 1999 due to higher sales to the
hearing health, medical infusion and electronic products industries,
reflecting the improved conditions in those markets during the current
year.

Net sales for the tire holders, lifts and related products segment
decreased to $17.8 million in 2000 compared to $18.6 million in 1999.
The decrease in revenue results from lower unit sales of tire lifts to
the automotive industry due to a downturn in that market toward the end
of the year.  The downturn in the market continued through 2001.

The Companys gross profit margin as a percentage of sales decreased to
23.4% in 2000 from 26% in 1999.  Gross profit margins for the heat
technology segment decreased to 17.1% for 2000 compared to 24% for
1999.  Heat technology gross profit margins vary markedly from contract
to contract, depending on customer specifications and other conditions
related to the contract.  The gross profit margins for 2000 were
impacted by revenue recognized on contracts that had higher than
expected costs, partially offset by higher sales of spare and
replacement parts, which generally have higher profit margins.  Heat
technology reserves for guarantee obligations and estimated future
costs of services were unchanged at $.5 million in 2000 and $.5 million
in 1999.  Guarantee obligations and estimated future service costs on
contracts extend for up to one year from completion.

Gross profit margins for the precision miniature medical and electronic
products segment decreased to 29.1% in 2000 from 30.2% in 1999.  The
reduction in margins in 2000 is partially attributable to the mix of
product sales between the years as precision miniature systems, medical
infusion parts and electronic products have varying profit margins.
Partially offsetting the lower margins due to product mix in 2000 were
lower costs resulting from the consolidation of the production
facilities of RTI Electronics into one location, which was completed in
1999.

Gross profit margins for the tire holders, lifts and related products
segment improved to 22.1% in 2000 from 20.9% in 1999.  The improvement
in 2000 is due to efficiencies from higher production through most of
the period partially offset by the decrease in sales over the last
several months of the year.

Selling, general and administrative expenses were unchanged at $15.9
million in 2000 and $15.9 million in 1999.

Research and development costs decreased to $1.2 million in 2000
compared to $1.3 million in 1999.  Interest expense increased slightly
to $.6 million in 2000 compared to $.5 million in 1999 due to higher
average borrowings of notes payable and higher interest rates offset by
repayments of long-term debt.  Interest income decreased to $45,000 in
2000 compared to $51,000 in 1999, due to lower average funds available
for investment in 2000.

Other (income) expense includes gains on foreign exchange of $38,000
and losses of $191,000 in 2000 and 1999, respectively.  Other income in
2000 also includes investment income of approximately $247,000.

The effective tax rate in 2000 and 1999 on income before income taxes
was 38.2% and 50.9%, respectively.  See note 12 to the consolidated
financial statements regarding the reconciliation of the statutory
income tax rate to the effective tax rate.

Consolidated net income of $2.9 million in 2000 increased 70.5% from
$1.7 million in 1999.  The Company's heat technology segment had income
of $.5 million compared to a loss of $.3 million in 1999 due to higher
sales partially offset by several contracts that had higher than
expected costs.  The precision miniature medical and electronic
products segment's income increased to $1.8 million in 2000 compared to
$1.3 million in 1999 as a result of higher sales and lower costs due to
the consolidation of RTI Electronics production facilities.  The
Company's tire holders, lifts and related products segment increased
its net income to $1.4 million in 2000 compared to $1.3 million in 1999
despite lower sales because of increased efficiencies in its tire lift
production through most of the year.  General corporate expenses, net
of tax, increased to $679,000 in 2000 from $613,000 in 1999.

Discontinued operations increased its net loss in 2000 to $69,000 from
$9,000 in 1999.  The marginal increase in the loss was due to higher
SG&A expenses partially offset by improved gross profit margins.

In 1999, the Company was informed by an automotive customer that the
Company will not supply the tire lift for a 2001 model year vehicle.
The Company will continue to supply the tire lift for the current
vehicle model on a declining volume basis through 2002.  The Company
continues to pursue tire lift orders for other vehicles with this
customer as well as other customers during the year 2001.



 Significant Accounting Policies

 The significant accounting policies of the Company are described in
 note 1 to the consolidated financial statements.  The preparation of
 financial statements in conformity with accounting principles
 generally accepted in the United States of America requires management
 to make estimates and assumptions that affect the reported amounts of
 assets and liabilities and disclosures of contingent assets and
 liabilities at the date of the financial statements and the reported
 amounts of revenue and expense during the reporting period.

 Certain accounting estimates and assumptions are particularly
 sensitive because of their significance to the consolidated financial
 statements and possibility that future events affecting them may
 differ markedly.  The accounting policies of the Company with
 significant estimates and assumptions are described below.

 Revenue Recognition

 A portion of the Companys net sales from its heat technology segment
 is generated pursuant to contracts that require substantial time to
 complete and are accordingly accounted for on a
 percentage-of-completion basis.  Under this method of accounting, the
 sales recognized on each contract during a particular accounting
 period are determined by multiplying the total contract amount by the
 ratio of costs incurred to estimated total costs and deducting sales
 recognized in prior accounting periods.  Such contract costs and
 expenses incurred on a progress basis at the time the sales value is
 recorded are charged to cost of sales.  Under percentage-of-completion
 accounting, revisions in cost estimates during the progress of the
 work under the contracts have the effect of including in the current
 accounting period adjustments necessary to reflect the results
 indicated by the revised estimates of the final cost.  Revised costs
 may be affected by changes in material purchase price estimates, labor
 and subcontractor completion estimates and other factors related to
 the contract.  In addition, the Company provides reserves for
 guarantee obligations and estimated future costs of service under
 these contracts based on its past experience with similar projects and
 provides currently for any anticipated or known contract losses.

 The Companys custom-engineered systems business is cyclical in
 nature.  While customers for the Companys custom-engineered systems
 are located throughout the world, there is a finite market for the
 Companys custom-engineered furnaces.  These furnaces have long useful
 lives, and replacement business is not a significant factor in sales
 of such installations.

 Discontinued Operations

 The Company continuously assesses the return on their business
 segments.  When management with the appropriate level of authority
 determines that a plan is in place to restructure the operations of a
 business or discontinue an operation, contractural commitments and
 obligations are recorded.  See a discussion in note 2 to the
 consolidated financial statements.

 Deferred Taxes

 The ultimate realization of deferred tax assets is dependent upon the
 generation of future taxable income during the periods in which those
 temporary differences become deductible.  Management considers the
 scheduled reversal of deferred tax liabilities and projected future
 taxable income in making this assessment.  Based upon the level of
 historical taxable income and projections for future taxable income
 over the periods which the deferred tax assets are deductible, along
 with reasonable and prudent tax planning strategies and the expiration
 dates of carryforwards, management believes it is more likely than not
 the Company will realize the benefits of these deductible differences,
 net of the existing valuation allowances, at December 31, 2001.



 Litigation

 The Company is involved in lawsuits arising in the normal cost of
 business.  While it is not possible to predict with certainty the
 outcome of these matters, management is of the opinion that the
 disposition of these lawsuits and claims will not materially offset
 the Companys consolidated financial position, liquidity or results of
 operations.

 Risk Factors

The Company has experienced and expects to continue to experience
fluctuations in its results of operations.  Factors that affect the
Companys results of operations include the volume and timing of orders
received, changes in the global economy and financial markets, changes
in the mix of products sold, market acceptance of the Companys and its
customers products, competitive pricing pressures, global currency
valuations, the availability of electronic components that the Company
purchases from suppliers, the Companys ability to meet increasing
demand, the Companys ability to introduce new products on a timely
basis, the timing of new product announcements and introductions by the
Company or its competitors, changing customer requirements, delays in
new product qualifications, and the timing and extent of research and
development expenses.  As a result of the foregoing or other factors,
there can be no assurance that the Company will not experience material
fluctuations in future operating results on a quarterly or annual
basis, which would materially and adversely affect the Companys
business, financial condition and results of operations.

Our ability to pay the principal and interest on our indebtedness as it
comes due will depend upon our current and future performance.  Our
performance is affected by general economic conditions and by
financial, competitive, political, business and other factors.  Many of
these factors are beyond our control.  We believe that the amended credit
facility combined with funds expected to be generated from operations, the
available borrowing capacity through its revolving credit loan facilities,
the potential sale of the European subsidiaries, curtailment of the
dividend payment and control of capital spending will be sufficient to meet
its anticipated cash requirements for operating needs. If, however, we do not
generate sufficient cash or complete such financings on a timely basis, we
may be required to seek additional financing or sell equity on terms which
may not be as favorable as we could have otherwise obtained.  No assurance
can be given that any refinancing, additional borrowing or sale of equity will
be possible when needed or that we will be able to negotiate acceptable
terms.  In addition, our access to capital is affected by prevailing
conditions in the financial and equity capital markets, as well as our
own financial condition.

Forward-Looking and Cautionary Statements

 Certain statements herein that include forward-looking terminology
 such as may, will, should, expect, anticipate, estimate, plan or
 continue or the negative thereof or other variations thereon are, or
 could be deemed to be, forward-looking statements within the meaning
 of Section 27A of the Securities Act of 1933, as amended, and Section
 21E of the Securities Exchange Act of 1934, as amended.  These
 forward-looking statements are affected by known and unknown risks,
 uncertainties and other factors that may cause the Companys actual
 results, performance or achievements to differ materially from the
 results, performance and achievements expressed or implied in the
 Companys forward-looking statements.  These risks, uncertainties and
 factors include competition by competitors with more resources than
 the Company, foreign currency risks arising from the Companys foreign
 operations, and the cyclical nature of the market for large heat
 technology contracts.  Reference is made to the Companys 2001 Annual
 Report on Form 10-K regarding other important factors that could cause
 the actual results, performance or achievement of the Company to
 differ materially from those contained in or implied by any
 forward-looking statement made by or on behalf of the Company,
 including forward-looking statements contained herein.


 Selas Corporation of America
Consolidated Statements of Operations


Years ended December 31               2001          2000         1999

Sales, net                      $ 86,309,803   $ 89,304,452 $ 77,838,926

Operating costs and expenses

  Costs of sales                   66,973,503    68,384,514   57,639,610
  Selling, general and
   administrative expenses         17,143,105    15,934,687   15,856,986

Operating income                    2,193,195     4,985,251    4,342,330

Interest expense                      515,347       573,893      534,196
Interest income                      (97,401)       (44,572)     (50,872)

Other (income) expense, net           143,873      (408,910)     317,915

Income from continuing
operations                          1,631,376     4,864,840    3,541,091
  before income taxes
Income taxes                          973,761     1,860,305    1,802,649
Income from continuing                657,615     3,004,535    1,738,442
operations

(Loss) from discontinued
  operations, net
  of income taxes                  (5,274,930)     (68,749)       (9,282)

Net income  (loss)                 (4,617,315)    2,935,786    1,729,160

Basic earnings (loss) per
share:
   Continuing operations                  .13           .59          .33
   Discontinued operations              (1.03)         (.02)         .00
Net income (loss)                        (.90)          .57          .33

Diluted earnings (loss) per
share:

   Continuing operations                  .13           .59          .33
   Discontinued operations              (1.03)         (.02)         .00
Net income (loss)                        (.90)          .57          .33

Comprehensive income (loss)        (4,802,477)    1,746,209    1,671,549




    See accompanying notes to the consolidated financial statements.


Consolidated Balance Sheets

 Assets                                              2001        2000

Current assets

Cash, including cash equivalents of $391,000   $  3,636,673  $ 3,782,359
  2001 and $428,000 in 2000

Accounts and notes receivable (includingunbilled
  receivables of $1,857,000 in 2001 and$3,775,000
  in 2000), less allowance for doubtfulaccounts of
  $456,000 in 2001 and $453,000 in 2000          17,376,784   22,837,518

Inventories                                      13,810,209   11,376,744

Deferred income taxes                             1,521,809    1,457,385

Other current assets                              1,033,689    1,298,897

       Total current assets                      37,379,164   40,752,903

Property, plant and equipment
    Land                                            554,943      554,943
    Buildings                                     7,143,408    7,161,309
    Machinery and equipment                      32,502,680   30,436,805
                                                 40,201,031   38,153,057
    Less:  Accumulated depreciation              25,621,190   22,701,389

         Net property, plant and equipment       14,579,841   15,451,668

Net assets of discontinued operations             6,636,127    1,676,929

Excess of cost over net assets of acquired
  subsidiaries, less accumulated amortization of
  $4,562,000 and $3,898,000                      15,631,502   15,599,884

Deferred income taxes                               350,014      264,776

Other assets, less amortization                   1,523,320      846,607

                                                 76,099,968   74,592,767









    See accompanying notes to the consolidated financial statements.





December 31, 2001 and 2000

Liabilities and Shareholders Equity                    2001        2000
Current liabilities

  Notes payable                                  $ 9,422,202  $ 6,264,415

  Current maturities of long-term debt             1,496,033      818,460

  Accounts payable                                10,232,880    9,908,141

  Federal, state and foreign income taxes            461,393    1,201,720

  Customers advance payments on contracts          2,809,988    2,624,038

  Guarantee obligations and estimated future         878,952      506,102
costs of
   service

  Other accrued liabilities                        5,100,021    4,590,936

      Total current liabilities                   30,401,469   25,913,812

Long-term debt                                     3,214,934      807,936

Other postretirement benefit obligations           3,878,948    3,772,574

Contingencies and commitments

Shareholders equity

  Common shares, $1 par; 10,000,000 shares
    authorized; 5,634,968 shares issued            5,634,968    5,634,968

  Additional paid-in capital                       2,012,541   12,012,541

  Retained earnings                               23,297,747   28,606,413

  Accumulated other comprehensive loss            (1,075,561)    (890,399)
                                                  39,869,695   45,363,523
  Less:    515,754 common shares, respectively,
held                                              (1,265,078)  (1,265,078)
           in treasury, at cost

      Total shareholders equity                   38,604,617   44,098,445

                                                  76,099,968   74,592,767














    See accompanying notes to the consolidated financial statements.


Consolidated Statements of Cash Flows

Years ended December, 31                          2001        2000

Cash flows from operating activities:
   Net income (loss)                         $(4,617,315)$ 2,935,786
   Adjustments to reconcile net income
(loss) to
      net cash provided by operating
activities:
      Depreciation and amortization            4,025,394   3,772,752
      Equity in loss of unconsolidated
        Affiliate                                              9,341
      (Gains) losses on sale of property and
        equipment                                 (1,982)     (9,247)
      Deferred taxes                             (62,571)   (327,733)
      Changes in operating assets and
         liabilities:
        (Increase) decrease in accounts        3,873,518
         receivable                                       (4,796,697)
        (Increase) decrease in inventories    (2,235,897)   (867,358)
        (Increase) decrease in other assets   (1,203,959)    204,559
        Increase (decrease) in accounts         (313,580)  4,028,946
payable
        Increase (decrease) in accrued           405,504     247,679
expenses
        Increase in customer advances            286,611   1,788,403
        Increase (decrease) in other             160,889    (512,764)
liabilities

            Net cash provided by operating       316,612   6,473,667
             activities
            Net cash provided (used) by
             discontinued operations           3,071,679    (158,226)

Cash flows from investing activities:
    Purchases of property, plant and          (2,332,113) (3,675,930)
equipment
    Proceeds from sales of property and           11,847      24,260
equipment
    Dividend from unconsolidated affiliate
    Acquisition of subsidiary companies,
       net of cash acquired                      (65,155)    365,357

           Net cash (used) by investing
            Activities                        (2,385,421) (3,286,313)

Cash flows from financing activities:
    Proceeds from short-term borrowings        3,396,314   2,227,453
    Repayments of short-term borrowings       (3,942,418)    (92,730)
    Proceeds from borrowings used to acquire
       subsidiaries                              672,136
    Proceeds from long-term debt               1,919,191
    Repayments of long-term debt              (2,250,140) (1,261,863)
    Proceeds from exercise of stock options
    Purchase of treasury shares                              (62,308)
    Payment of dividends                        (691,351)   (922,053)

         Net cash (used) by financing           (896,268)    111,501)
activities

Effect of exchange rate changes on cash         (252,288)   (271,137)
Increase (decrease) in cash and cash            (145,686)  2,646,490
equivalents
Cash and cash equivalents beginning of year    3,782,359   1,135,869

Cash and cash equivalents end of year          3,636,673   3,782,359




    See accompanying notes to the consolidated financial statements.



Years ended December, 31                                     1999

Cash flows from operating activities:
   Net income (loss)                                     $ 1,729,160
   Adjustments to reconcile net income (loss) to net
      cash provided by operating activities:
      Depreciation and amortization                        3,689,944
      Equity in loss of unconsolidated
        affiliate                                              2,181
      (Gains) losses on sale of property and
        equipment                                             20,288
      Deferred taxes                                         549,253
      Changes in operating assets and liabilities:
        (Increase) decrease in accounts receivable           (89,376)
        (Increase) decrease in inventories                   687,363
        (Increase) decrease in other assets               (1,063,592)
        Increase (decrease) in accounts payable              493,690
        Increase (decrease) in accrued expenses             (495,480)
        Increase in customer advances                        617,885
        Increase (decrease) in other liabilities             (25,661)

            Net cash provided by operating activities.     6,115,655
            Net cash provided (used) by discontinued
            operations                                      (400,150)

Cash flows from investing activities:
    Purchases of property, plant and equipment            (3,842,191)
    Proceeds from sales of property and equipment            117,444
    Dividend from unconsolidated affiliate                    14,476
    Acquisition of subsidiary companies,
       net of cash acquired                                  (37,895)

           Net cash (used) by investing activities
                                                         (3,748,166)

Cash flows from financing activities:
    Proceeds from short-term borrowings                    1,914,792
    Repayments of short-term borrowings                       (1,132)
    Proceeds from borrowings used to acquire
       subsidiaries
    Proceeds from long-term debt                           1,014,186
    Repayments of long-term debt                          (3,665,315)
    Proceeds from exercise of stock options                   83,540
    Purchase of treasury shares                             (820,833)
    Payment of dividends                                    (934,303)

         Net cash (used) by financing activities          (2,409,065)

Effect of exchange rate changes on cash                     (147,880)
Increase (decrease) in cash and cash equivalents            (589,606)
Cash and cash equivalents beginning of year                1,725,475

Cash and cash equivalents end of year                      1,135,869






Consolidated Statements of Shareholders Equity
Years ended December 31, 2001, 2000 and 1999


                          Common Stock              Additional
                           Number of                  Paid-in
                           Shares         Amount      Capital
Balance January 1, 1999    5,615,081  $5,615,081   $11,941,498
Net income
Translation (loss)
Exercise of 19,887 stock
  Options                     19,887      19,887        71,043
Purchase of 141,290
  treasury shares
Cash dividends paid
  ($.18 per share)

Comprehensive income

Balance December 31,
   1999                    5,634,968     5,634,968   12,012,541

Net income
Translation (loss)
Purchase of 10,900
  treasury shares
Cash dividends paid
  ($.18 per share)

Comprehensive income

Balance December 31,
   2000                    5,634,968     5,634,968   12,012,541

Net (loss)
Translation (loss)
Derivative financial
  instrument fair value
  adjustment
Cash dividends paid
  ($.135 per share)

Comprehensive (loss)

Balance December 31,      5,634,968      5,634,968   12,012,541
   2001

    See accompanying notes to the consolidated financial statements.


Consolidated Statements of Shareholders Equity
Years ended December 31, 2001, 2000 and 1999


                                          Accumulated
                                             Other
                                          Comprehensive

                            Retained          Income    Comprehensive
                            Earnings          (Loss)    Income (Loss)
Balance January 1, 1999    25,797,823         356,789
Net income                  1,729,160                     1,729,160
Translation (loss)                            (57,611)      (57,611)
Exercise of 19,887 stock
  Options
Purchase of 141,290
   treasury shares
Cash dividends paid
  ($.18 per share)           (934,303)

Comprehensive income                                      1,671,549

Balance December 31,
   1999                     26,592,680        299,178

Net income                   2,935,786                    2,935,786
Translation (loss)                         (1,189,577)   (1,189,577)
Purchase of 10,900
  treasury shares
Cash dividends paid
  ($.18 per share)
                              (922,053)

Comprehensive income                                      1,746,209

Balance December 31,2000    28,606,413       (890,399)

Net (loss)                  (4,617,315)                  (4,617,315)
Translation (loss)                           (222,013)     (222,013)
Derivative financial
  instrument fair value
  adjustment                                   36,851        36,851
Cash dividends paid
  ($.135 per share)           (691,351)

Comprehensive (loss)                                     (4,802,477)

Balance December 31,        23,297,747     (1,075,561)
   2001

    See accompanying notes to the consolidated financial statements.




Consolidated Statements of Shareholders Equity
Years ended December 31, 2001, 2000 and 1999


                                                      Total
                                     Treasury      Shareholders
                                     Stock           Equity
Balance January 1, 1999          $  (381,937)    $43,329,254
Net income                                         1,729,160
Translation (loss)                                   (57,611)
Exercise of 19,887 stock
  Options                                             90,930
Purchase of 141,290
   treasury shares                                  (820,833)
                                 (820,833)
Cash dividends paid
  ($.18 per share)                                  (934,303)

Comprehensive income

Balance December 31,
   1999                           (1,202,770)     43,336,597

Net income                                         2,935,786
Translation (loss)                                (1,189,577)
Purchase of 10,900
  treasury shares                                    (62,308)
                                 (62,308)
Cash dividends paid
  ($.18 per share)                                  (922,053)

Comprehensive income

Balance December 31,
   2000                           (1,265,078)     44,098,445

Net (loss)                                        (4,617,315)
Translation (loss)                                  (222,013)
Derivative financial
  instrument fair value                               36,851
adjustment
Cash dividends paid
  ($.135 per share)                                 (691,351)

Comprehensive (loss)

Balance December 31,              (1,265,078)     38,604,617
   2001

    See accompanying notes to the consolidated financial statements.


               Notes to Consolidated Financial Statements


1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Selas Corporation of America is a diversified firm with international
operations and sales that engages in the design, development,
engineering and manufacturing of a range of products.  The Company,
headquartered in Dresher, Pennsylvania with subsidiaries in Minnesota,
Ohio, California, France, Germany, Japan, Portugal and Singapore,
operates directly or through subsidiaries in three business segments.

Under the SelasTM  name, the Heat Technology segment designs and
manufactures specialized industrial heat processing systems for the
aluminum and glassware industries worldwide, and replacement parts for
steel, aluminum, glass and other manufacturers worldwide.  The Companys
Precision Miniature Medical and Electronic Products segment designs and
manufactures microminiature components, systems and molded plastic parts
primarily for the hearing instrument manufacturing industry and also for
the electronics, telecommunications, computer and medical equipment
industries.  The Companys Tire Holders, Lifts and Related Products
segment manufactures products, primarily based on cable winch designs, for
use as original equipment by the pick-up truck and minivan segment of the
automotive industry.

Basis of Presentation   In the fourth quarter of 2001, the Company
initiated its plan to dispose of the Companys primary
custom-engineered furnace business, Selas SAS (Paris), along with two
other closely related subsidiaries Selas Italiana, S.r.L. (Milan) and
Selas U.K. Derbyshire.  These subsidiaries form the Companys large
custom-engineered furnaces division used primarily in the steel and
glass industries worldwide.  The furnaces engineered by this division
are custom-engineered to meet customer specific requirements.  The
Company has accounted for the plan to dispose of the subsidiaries as a
discontinued operation and, accordingly, has reclassified the
historical financial data of these subsidiaries.  See further
information in note 2 to the consolidated financial statements.

Consolidation  The consolidated financial statements include the
accounts of the Company and its wholly owned subsidiaries.  All
material intercompany transactions have been eliminated in
consolidation.

Affiliated Company   The Company accounts for its majority interest in
Nippon Selas Company Ltd., Tokyo, Japan on the equity method.

Cash equivalents   The Company considers all highly liquid debt
instruments purchased with an original maturity of three months or less
to be cash equivalents.

Inventories  Inventories, other than inventoried costs relating to
long-term contracts, are stated at the lower of cost or market.  The
cost of the inventories was determined by the average cost and first
in, first out method.  Inventoried costs relating to long-term
contracts are stated at the production and engineering cost, including
overhead as well as actual costs incurred from sub-contractors, which
are not in excess of estimated realizable value.

Revenue Recognition   As long-term contracts progress, the Company
records sales and cost of sales based on the percentage-of-completion
method, whereby the sales value is determined by multiplying the total
contract amount by the percent of costs incurred to estimated total
costs.  Such contract costs and expenses incurred on a progress basis
at the time the sales value is recorded are charged to cost of sales.
Revised costs may be affected by changes in material purchase price
estimates, labor and subcontractor completion estimates and other
factors related to the contract.  General and administrative costs are
expensed as incurred.  The Company provides currently for anticipated
and known contract losses.  Guarantee obligations and estimated future
contract costs of services on engineered contracts are based on past
experience of similar projects.  Due to the nature of engineered
contracts, the guarantee obligations and estimated future costs will
vary significantly from contract to contract.  Revisions in cost
estimates during the progress of the work under the contracts have the
effect of including in the current accounting period adjustments
necessary to reflect the results indicated by the revised estimates of
final cost.  Sales of manufactured products not sold under long-term
contracts are recorded upon shipment to the customer.

Property, Plant and Equipment  Property, plant and equipment are
carried at cost.  Depreciation is computed by straight-line and
accelerated methods using estimated useful lives of 5 to 50 years for
buildings and improvements, and 3 to 12 years for machinery and
equipment.  Improvements are capitalized and expenditures for
maintenance, repairs and minor renewals are charged to expense when
incurred.  At the time assets are retired or sold, the costs and
accumulated depreciation are eliminated and the resulting gain or loss,
if any, is reflected in the consolidated statement of operations.

Excess of Cost Over Net Assets of Acquired Subsidiaries   Goodwill
represents the excess of purchase price over fair value of net assets
acquired and is amortized on a straight-line basis over the expected
periods to be benefited, which currently is between fifteen and forty
years.

Patents and other intangible assets are valued at the lower of
amortized cost or fair market value and are amortized on a
straight-line basis over the expected periods to be benefited, which
currently is 5 to 20 years.  Costs related to start-up activities and
organization costs are expensed as incurred.

The Company assesses the recoverability of intangible assets by
determining whether the amortization of the balance over its remaining
life can be recovered through projected undiscounted future cash flows
of the business for which the intangible assets arose.  The amount of
the impairment, if any, is measured based on projected discounted
future operating cash flows using a discount rate reflecting the
Companys average cost of funds or fair value of the asset, where
appropriate.  The assessment of the recoverability of intangible assets
will be impacted if estimated future operating cash flows are not
achieved.

Income Taxes   Income taxes are accounted for under the asset and
liability method.  Deferred tax assets and liabilities are recognized
for the future tax consequences attributable to differences between the
financial statement carrying amounts of existing assets and liabilities
and their respective tax bases and operating loss and tax credit
carryforwards.  Deferred tax assets and liabilities are measured using
enacted tax rates expected to apply to taxable income in the years in
which those temporary differences are expected to be recovered or
settled.  The effect on deferred tax assets and liabilities of a change
in tax rates is recognized in income in the period that includes the
enactment date.

Derivative Financial Instruments  The Company has only limited
involvement with derivative financial instruments and does not use them
for trading purposes.  They are used to manage well-defined interest
rate and foreign currency risks.  The differential to be paid or
received on interest rate swap agreements is accrued as interest rates
change and recognized as an adjustment to interest expense.  The gains
and losses on foreign currency exchange contracts are deferred and
recognized when the offsetting gains and losses are recognized on the
related hedged items.

Employee Benefit Obligations   The Company provides health care
insurance for certain domestic retirees and employees.  The Company
also provides retirement related benefits for certain foreign
employees.  The Company measures the costs of its obligation based on
its best estimate.  The net periodic costs are recognized as employees
render the services necessary to earn the postretirement benefit.

Deferred pension costs are actuarially determined and are amortized on
a straight-line basis over the expected periods to be benefited, which
currently is 15 years.

Research and Development Costs   Research and development costs,
including supporting services, amounted to $1,523,000 in 2001,
$1,182,000 in 2000 and $1,260,000 in 1999.  Such costs are charged to
expense when incurred.

Earnings Per Share   Basic earnings per share are computed by dividing
net income by the weighted average number of shares of common stock
outstanding during the year.  Diluted earnings per common share
reflects the potential dilution of securities that could share in the
earnings.

Reclassifications   Certain prior year balances have been reclassified
to be consistent with the current year presentation.

Use of Estimates   Management of the Company has made a number of
estimates and assumptions relating to the reporting of assets and
liabilities, the recording of reported amounts of revenues and expenses
and the disclosure of contingent assets and liabilities to prepare
these financial statements in conformity with accounting principles
generally accepted in the United States of America.  Actual results
could differ from those estimates.

Comprehensive Income (Loss)  Comprehensive income (loss) consists of
net income (loss), foreign currency translation adjustments, and
derivative financial instrument gains and is presented in the
consolidated statements of shareholders equity.

Segment Disclosures  The Companys reporting segments reflect
separately managed, strategic business units that provide different
products and services, and for which financial information is
separately prepared and monitored.  The segment disclosure is
consistent with the management decision making process that determines
the allocation of resources to a segment and the measuring of their
performance.

New Accounting Standards Adopted  The Company adopted SFAS No. 133,
Accounting for Derivative Instruments and Hedging Activities, and SFAS
No. 138, Accounting for Certain Derivative Instruments and Certain
Hedging Activities, an amendment of SFAS No. 133 as of January 1,
2001.  These Statements establish accounting and reporting standards
for derivative instruments.  The cumulative effect of the adoption of
these statements was a decrease to other comprehensive (loss) of less
than $45,000.

New Accounting Pronouncements - In July, 2001, the Financial Accounting
Standards Board (FASB) issued Statement of Financial Accounting
Standard (SFAS) No. 141, "Business Combinations".  Statement 141
requires all business combinations initiated after June 30, 2001 to be
accounted for using the purchase method.  The Company had no
significant acquisitions after June 30, 2001.

Also in July, 2001, the FASB issued SFAS No. 142, "Goodwill and Other
Intangible Assets", which replaces the requirement to amortize
intangible assets with indefinite lives and goodwill with a requirement
for a transitional impairment test.  Statement 142 requires an
evaluation of intangible assets and their useful lives.  After
transition, the impairment tests will be performed annually in
accordance with SFAS No. 121, "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed Of".
Intangible assets with definite useful lives are required to be
amortized over their respective estimated useful lives and also
reviewed for impairment in accordance with SFAS No. 121.

As of the date of adoption, the Company has unamortized goodwill in the
amount of $15,632,000, which will be subject to the transition
provisions of Statements 141 and 142.  Amortization expense related to
goodwill was approximately $664,036 and $733,000 for the year ended
December 31, 2001 and 2000, respectively.  Because of the extensive
effort needed to comply with adopting Statements 141 and 142, it is not
practical to reasonably estimate the impact of adopting these
Statements on the Company's financial statements at the date of this
report.

In July 2001, the FASB issued SFAS No. 143, Accounting for Asset
Retirement Obligations, which addresses financial accounting and
reporting for obligations associated with the retirement of tangible
long-lived assets and the associated asset retirement costs.  The
standard applies to legal obligations with the retirement of long-lived
assets that result from the acquisition, construction, development and
(or) normal use of the asset.  Adoption is required for fiscal years
beginning after June 15, 2002, with earlier adoption encouraged.  The
Company is in the process of analyzing the implications of SFAS 143 and
does not believe that the adoption of this statement will have a
material impact on the net earnings of the Company.

In October 2001, the FASB issued SFAS No. 144, Accounting for the
Impairment or Disposal of Long-Lived Assets, which addresses financial
accounting and reporting for the impairment or disposal of long-lived
assets.  While SFAS Statement 144 supersedes FASB Statement No. 121,
Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to Be Disposed Of, it retains many of the fundamental provisions
of that Statement.  SFAS Statement 144 also supersedes the accounting
and reporting provisions of APB Opinion No. 30, Reporting the Results
of Operations - Reporting the Effects of Disposal of a Segment of a
Business, and Extraordinary, Unusual and Infrequently Occurring Events
and Transactions, for the disposal of a segment of a business.
However, it retains the requirement in Opinion No. 30 to report
separately discontinued operations and extends that reporting to a
component of an entity that either has been disposed of (by sale,
abandonment, or in a distribution to owners) or is classified as held
for sale.  SFAS Statement 144 is effective for fiscal years beginning
after December 15, 2001.  The Company is in the process of analyzing
the implications of this statement and does not expect the guidance to
have a material impact on the net earnings of the Company.






2.  DISCONTINUED OPERATIONS

In the fourth quarter of 2001, the Company initiated its plan to
dispose of the Companys primary custom-engineered furnace business,
Selas SAS (Paris), along with two other closely related subsidiaries
Selas Italiana, S.r.L. (Milan) and Selas U.K. (Derbyshire).  These
subsidiaries form the Companys large custom-engineered furnaces
division used primarily in the steel and glass industries worldwide.
The furnaces engineered by this division are custom-engineered to meet
customer specific requirements.  These subsidiaries generated
approximately $15.6 million and $27.3 million of revenue and a loss
from discontinued operations of $5.3 million and $69,000 in 2001 and
2000, respectively.  The Company has accounted for the plan to dispose
of the subsidiaries as a discontinued operation and, accordingly, has
reclassified the historical financial data of these subsidiaries.

The following table shows the results of operations of the Companys
large custom engineering business.

                                           Years ended December 31
                                          2001       2000        1999
                                             (000 s Omitted)

Sales, net                          $    15,624  $    27,322  $ 25,249
Costs and expenses                       19,057       26,754    25,514
Operating income (loss) from
operations                              (3,433)          568      (265)
Other income (expense), net               (453)         (670)     (584)
(Loss) from operations before tax
(benefit)                               (3,886)         (102)     (849)
Income tax (benefit)                     1,389           (33)     (840)

Net (loss) from discontinued
operations                              (5,275)          (69)       (9)

The following table shows the component assets and liabilities of the
Companys net assets of the discontinued operations.



                                                  December 31,
                                            2001            2000
                                                (000s Omitted)
Current assets                          $  13,692       $  19,296
Property plant and equipment, net           3,316           3,657
Other assets                                    8             462
Current liabilities                        (9,755)        (18,713)
Other liabilities                            (625)         (3,025)

Net assets of the discontinued              6,636           1,677
operations

The Company anticipates paying the discontinued operations long-term debt
of $2,273,216 and notes payable of $5,940,979 and therefore has reclassified
these amounts into continuing operations as of December 31, 2001.

Certain notes to these consolidated financial statements have been
restated to reflect the Companys presentation of discontinued
operations.

3.  ACQUISITIONS

On January 11, 2001, the Company acquired the stock of Lectret, a
Singapore manufacturer of microphone capsules.  The purchase price was
approximately $1.1 million with provision for contingent consideration
that could increase the total purchase price to approximately $1.7
million.  The purchase price was funded by additional bank borrowings
of approximately $.4 million and notes payable to previous shareholders
of approximately $.6 million.  In October, 1998, the Company acquired a
product manufacturing line from Lectret which was newly formed as RTI
Technologies PTE LTD.

On April 25, 2001, a minority interest in Nippon Selas was sold to
three directors of Nippon Selas for approximately $15,000.

On June 6, 2000, the Company acquired the remaining 50.1% equity
interest in Nippon Selas, a Japanese sales and engineering firm
previously accounted for on the equity method.  The purchase price was
$50,000 and the acquisition was accounted for as a purchase.

On January 12, 2000, the Company acquired the stock of Ermat S.A., a
French furnace manufacturer.  Ermat produces furnaces for heat treating
both ferrous and non-ferrous metals.  The purchase price was 11.5
million French francs (FF) or approximately $1.8 million.

The acquisitions were accounted for as a purchase and the excess of the
fair value of the assets (goodwill) will be amortized on a
straight-line basis over 20 years.  The pro forma results of operations
as if the acquisitions had occurred in the beginning of 2001 and 2000
have not been presented as the impact is not material.






4.  STATEMENTS OF CASH FLOWS

Supplemental disclosures of cash flow information:

                                         Years ended December 31
                                        2001        2000       1999

Interest received                  $   22,507  $   59,922  $   50,875
Interest paid                         543,243     540,965     541,240
Income taxes paid                   1,520,975   1,422,539   1,121,582


5. BUSINESS SEGMENT INFORMATION


The Company has three operating segments.  The Company is engaged in
providing engineered heat technology equipment, replacement parts and
services to industries throughout the world, the manufacture of
precision miniature medical and electronic products and the manufacture
of spare tire holders and lifts for manufacturers of original equipment
for light trucks and vans.  The results of operations and assets of
these segments for the years ended December 31, 2001, 2000 and 1999 are
prepared on the same basis as the consolidated financial statements.
The accounting policies for each segment are described in the Companys
summary of significant accounting policies.  See note 1 for further
information.  Interest expense has been allocated to the segments based
on the specific loan balance outstanding during the year.  The
corporate component of operating income represents corporate, general
and administrative expenses.  (Losses) from discontinued operations
have not been allocated to any one of the business segments.



For the year ended
December 31, 2001                             Segments

                                                     Tire Holders,
                                                      Lifts and
                                         Heat          Related
                                       Technology     Products

                                          (a)
Sales, net                              $ 33,515,080  $15,007,961
Operating costs and expenses               1,967,080   13,964,608
General corporate expenses, net

Operating income                           1,548,000    1,043,353

Interest expense                             144,446          --
Interest expense corporate                        --          --
Interest (income)                            (17,046)         --
Other (income) expense, net                   69,301      (12,636)

Income from continuing operations
before                                     1,351,299    1,055,989
   income taxes
Income taxes                                 820,219      376,535
Income taxes (benefits) general
 corporate expenses, net                          --          --

Income from continuing operations            531,080     679,454

(Loss)  from discontinued
  operations, net of income tax                   --          --

Net income (loss)                            531,080      679,454

Depreciation and amortization                471,439      199,204

Property, plant and equipment additions      193,629       19,571

Total assets   continuing operations      22,275,232    6,289,412

Total assets   discontinued operations            --           --

Total assets                              22,275,232    6,289,412



(a)The Companys large custom-engineered subsidiaries generated
approximately $15.6 million, $27.3 million and $25.2 million of revenue in
2001, 2000 and 1999, respectively, and a loss from discontinued operations
of $5.3 million, $69,000 and $9,000 in 2001, 2000 and 1999 respectively.
These sales have been reclassified to discontinued operations.

For the year ended
December 31, 2001                                   Segments
                                            Precision
                                           Miniature
                                           Medical and
                                           Electronic
                                            Products       Total

Sales, net                                 $37,786,762  $ 86,309,803
Operating costs and expenses                36,924,326    82,856,014
General corporate expenses, net                            1,260,594

Operating income                               862,436     2,193,195

Interest expense                               211,625       356,071
Interest expense corporate                          --       159,276
Interest (income)                              (80,355)      (97,401)
Other (income) expense, net                     87,208       143,873

Income from continuing operations before
   income taxes                                643,958     1,631,376

Income taxes                                   344,955     1,541,709
Income taxes (benefits) general
 corporate expenses, net                            --      (567,948)

Income from continuing operations              299,003       657,615

(Loss)  from discontinued
  operations, net of income tax                     --    (5,274,930)

Net income (loss)                              299,003    (4,617,315)

Depreciation and amortization                3,354,751     4,025,394

Property, plant and equipment additions      2,118,913     2,332,113

Total assets   continuing operations        40,899,197    69,463,841

Total assets   discontinued operations              --     6,636,127

Total assets                                40,899,197    76,099,968








For the year ended
December 31, 2000                               Segments
                                                   Tire Holders,
                                                    lifts and
                                         Heat         Related
                                      Technology     Products
                                        (a)
Sales, net                            $31,857,192   $17,784,697
Operating costs and expenses           31,405,853    15,624,462
General corporate expenses, net

Operating income                          451,339     2,160,235

Interest expense                          115,392            --
Interest expense corporate
Interest (income)                         (20,009)           --
Loss of affiliate                           9,341            --
Other (income) expense, net              (415,283)       (9,611)

Income from continuing operations
before                                    761,898     2,169,846
  income taxes
Income taxes                              295,498       801,342
Income taxes (benefits) general
 corporate expenses, net                       --            --

Income from continuing operations         466,400     1,368,504

(Loss) from discontinued
  operations, net of income tax                --            --

Net income                                466,400     1,368,504

Depreciation and amortization             548,463       210,548

Property, plant and equipment             339,083       244,486
additions

Total assets   continuing operations   26,628,396     6,160,277

Total assets   discontinued                    --            --
operations

Total assets                           26,628,396     6,160,277









For the year ended
December 31, 2000                                Segments
                                         Precision
                                         Miniature
                                         Medical and
                                         Electronic
                                         Products        Total

Sales, net                              $39,662,563 $ 89,304,452
Operating costs and expenses             36,308,306   83,338,621
General corporate expenses, net                          980,580

Operating income                          3,354,257    4,985,251

Interest expense                            307,080      422,472
Interest expense corporate                               151,421
Interest (income)                           (24,563)     (44,572)
Loss of affiliate                                          9,341
Other (income) expense, net                   6,643     (418,251)

Income from continuing operations before  3,065,097    4,864,840
  income taxes
Income taxes                              1,216,265    2,313,105
Income taxes (benefits) general
 corporate expenses, net                         --     (452,800)

Income from continuing operations         1,848,832    3,004,535

(Loss) from discontinued
  operations, net of income tax                 --       (68,749)

Net income                                1,848,832    2,935,786

Depreciation and amortization             3,013,741    3,772,752

Property, plant and equipment additions   3,092,361    3,675,930

Total assets   continuing operations     40,127,165   72,915,838

Total assets   discontinued operations           --    1,676,929

Total assets                             40,127,165   74,592,767






For the year ended
December 31, 1999                                Segments
                                                    Tire Holders,
                                                      Lifts and
                                         Heat          Related
                                      Technology       Products
                                              (a)
Sales, net                            $ 23,772,918   $18,565,455
Operating costs and expenses            22,987,265    16,444,340
General corporate expenses, net

Operating income                           785,653     2,121,115

Interest expense                            48,547            --
Interest expense corporate
Interest (income)                          (17,309)           --
Loss of affiliate                            2,181            --
Other (income) expense, net                214,424        (1,575)

Income  from continuing operations
  before income taxes                      537,810     2,122,690

Income taxes                               824,400       774,212
Income taxes (benefits) general
 corporate expenses, net                        --           --

Income (loss) from continuing            (286,590)    1, 348,478
operations

(Loss) from discontinued
  operations, net of income tax                --             --

Net income (loss)                        (286,590)     1,348,478

Depreciation and amortization             442,696        210,848

Property, plant and equipment             768,627        147,614
additions

Total assets   continuing operations   19,115,220      6,291,998

Total assets   discontinued                    --             --
operations

Total assets                           19,115,220      6,291,998





For the year ended
December 31, 1999                                Segments
                                         Precision
                                         Miniature
                                         Medical and
                                         Electronic
                                          Products        Total

Sales, net                              $35,500,553  $ 77,838,926
Operating costs and expenses             33,108,532    72,540,137
General corporate expenses, net                           956,459

Operating income                          2,392,021     4,342,330

Interest expense                            419,813       468,360
Interest expense corporate                                 65,836
Interest (income)                           (33,563)      (50,872)
Loss of affiliate                                --         2,181
Other (income) expense, net                 102,885       315,734

Income  from continuing operations
  before income taxes                     1,902,886     3,541,091

Income taxes                                612,955     2,211,567
Income taxes (benefits) general
 corporate expenses, net                         --      (408,918)

Income (loss) from continuing             1,289,931     1,738,442
operations

(Loss) from discontinued
  operations, net of income tax                  --        (9,282)

Net income (loss)                         1,289,931     1,729,160

Depreciation and amortization             3,036,400     3,689,944

Property, plant and equipment additions   2,925,950     3,842,191

Total assets   continuing operations     37,072,946    62,480,164

Total assets   discontinued operations           --     4,563,551

Total assets                             37,072,946    67,043,715









The geographical distribution of identifiable assets and net sales to
geographical areas for the years ended December 31, 2001, 2000 and 1999
are set forth below:

Identifiable Assets
                                  2001          2000          1999

United States                $ 58,343,853  $ 58,700,344  $ 54,083,677
Other                          11,119,988    14,215,494     8,396,487
Discontinued operations         6,636,127     1,676,929     4,563,551

Consolidated                   76,099,968    74,592,767    67,043,715

Discontinued operations are primarily located in France.


Net Sales to Geographical
Areas

United States                $ 42,348,803  $ 55,145,248  $ 47,338,457
France                         11,690,565     9,699,839     9,830,126
Germany                         3,018,314     1,893,345     2,088,390
All other countries            29,252,121    22,566,020    18,581,953

Consolidated                   86,309,803    89,304,452    77,838,926


Due to the nature of the Companys heat technology products, one
contract may account for a large percentage of sales in a particular
period; however, the Company is not dependent on any one heat
technology customer on an ongoing basis.

Geographic net sales are allocated based on the location of the
customer.  All other countries include net sales primarily to the
United Kingdom, Singapore and Canada.

Consolidated net sales in 2001 do not result from sales to any one
individual customer in excess of 10% of total sales.  Consolidated net
sales in 2001 include approximately $22,167,000 attributable to
customers in the steel industry.

Consolidated net sales in 2000 do not result from sales to any one
individual customer in excess of 10% of total sales.  Approximately
$1,855,000 of consolidated net sales were attributable to customers in
the steel industry.

Consolidated net sales in 1999 include approximately $7,983,000 or
10.3% from one customer executed by the Companys tire holders and
lifts group.  Approximately $957,000 of consolidated net sales were
attributable to customers in the steel industry.





6.  FAIR VALUE OF FINANCIAL INSTRUMENTS

The following table presents the carrying amounts and estimated fair
values of the Companys financial instruments at December 31, 2001 and
2000.  The fair value of a financial instrument is the amount at which
the instrument could be exchanged in a current transaction between
willing parties.

                                                  2001
                                        Carrying         Fair
                                        Amount           Value
Financial assets
  Cash, including cash equivalent     $  3,636,673   $  3,636,673
   Accounts and notes receivables       17,376,784     17,376,784
Financial liabilities
   Notes payable                         9,422,202      9,422,202
   Trade accounts payables              10,232,880     10,232,880
   Customers advance payments
      on contracts                       2,809,988      2,809,988
   Other accrued liabilities             5,100,021      5,100,021
   Long-term debt                        3,214,934      3,335,292


                                                   2000
                                        Carrying          Fair
                                         Amount           Value

Financial assets
  Cash, including cash equivalents    $  3,782,359   $  3,782,359
   Accounts and notes receivables       22,837,518     22,837,518
Financial liabilities
   Notes payable                         6,264,415      6,264,415
   Trade accounts payables               9,908,141      9,908,141
   Customers advance payments
      on contracts                       2,624,038      2,624,038
   Other accrued liabilities             4,590,936      4,590,936
   Long-term debt                          807,936        773,456


The carrying amounts shown in the table are included in the statement
of financial position under the indicated captions.

The following methods and assumptions were used to estimate the fair
value of each class of financial instruments:

Cash, including cash equivalents, short-term accounts and notes
receivables, other current assets, notes payable to banks, trade
accounts payables, and other accrued expenses:  The carrying amounts
approximate fair value because of the short maturity of those
instruments.

Long-term debt:  The fair value of the Companys long-term debt is
estimated by discounting the future cash flows of each instrument at
rates currently offered to the Company for similar debt instruments of
comparable maturities by the Companys bankers.

The estimated fair value of financial instruments has been determined
based on available market information and appropriate valuation
methodologies.  However, considerable judgment is necessarily required
in interpreting market data to develop the estimates of fair value.
Accordingly, the estimates presented herein are not necessarily
indicative of the amounts that the Company might realize in a current
market exchange.  The use of different market assumptions and/or
estimation methodologies may have a material effect on the estimated
fair value.




7.  INVENTORIES

Inventories consist of the following:
                                             Finished
                      Raw       Work-in    products and
December 31        materials    process     components          Total

2001
Domestic           $4,042,514  $3,584,804   $4,122,735       $11,750,053
Foreign               551,315   1,270,233      238,608         2,060,156

    Total           4,593,829   4,855,037    4,361,343        13,810,209


2000
Domestic            3,282,829   2,461,074    4,444,169        10,188,072
Foreign               455,365     533,196      200,111         1,188,672

    Total           3,738,194   2,994,270    4,644,280        11,376,744


8.  LONG-TERM CONTRACTS AND RECEIVABLES

Accounts and notes receivable at December 31, 2001 and 2000 include the
following elements from long-term contracts:
                                            2001         2000

Amounts billed                        $   686,150  $  2,277,383
Retainage, due upon completion                           69,146
Unbilled receivables                    1,118,641       738,034

    Total                               1,804,791     3,084,563

The balances billed but not paid by customers, pursuant to retainage
provisions included in long-term contracts, will be due upon completion
of the contracts and acceptance by the customer.

The unbilled receivables are comprised principally of amounts of
revenue recognized on contracts (on the percentage-of-completion
method) for which billings had not been presented to the customers
because the amounts were not billable under the contract terms at the
balance sheet date.  In accordance with the contract terms the unbilled
receivables at December 31, 2001 will be billed in 2002.

 Inventories include $145,616 relating to long-term sales contracts at
December 31, 2001 and $11,897 at December 31, 2000.

 At December 31, 2001 and 2000, the Company had $1,689,816 and
$1,457,509, respectively, of trade accounts receivable due from major
U.S. automotive manufacturers.  At December 31, 2001 and 2000, the
Company had $4,041,653 and $5,315,136, respectively, of trade accounts
receivable due from hearing aid manufacturers.  The Company also had
$505,064 and $2,057,770 at December 31, 2001 and 2000, respectively, in
currently billed and unbilled receivables from long-term contracts for
customers in the aluminum and glassware industry in North America and
Europe.


The following analysis provides a detail of revenue recognition
methodology by segment for the year ended December 31, 2001.


                                                  Precision
                                Tile Holders   Miniature Medical
                  Heat            Lifts and      and Electronic
                Technology     Related Products     Products       Total

Upon shipment    $ 9,853,850      $15,007,961     $37,786,762 $ 62,648,573
Percentage of
  completion      23,661,230                                    23,661,230

Total revenue     33,515,080       15,007,961      37,786,762   86,309,803




9.  NOTES PAYABLE AND LONG-TERM DEBT

Notes Payable

Notes payable at December 31, 2001 and 2000 are summarized below:

                                                      2001          2000
Notes payable:
    Short term borrowings, European banks          $6,140,731    $ 882,415
    Short-term borrowings, domestic banks           2,977,526    5,382,000
    Short-term borrowings, Asian banks                303,945         --

    Total notes payable                             9,422,202    6,264,415

Consolidated European subsidiaries have working capital credit
arrangements with European banks aggregating $8,694,000.  Of this
amount, $6,141,000 may be used to borrow funds for working capital or
guarantee customer advance payments on contracts.  The remaining
$2,553,000 may be used only for guaranteeing customer advance payments,
of which $2,553,000 was utilized at December 31, 2001 at interest rates
ranging from .5% to .75%.  At December 31, 2001 the Companys European
subsidiaries had borrowings of $6,141,000, which bear interest at
annual rates ranging from 5.5% to 9.05%. Certain of these credit
arrangements have no expiration dates and are guaranteed by the
Company.  The European working capital credit arrangements were scheduled
to expire April 15, 2002.

The maximum amounts of short-term borrowings and bank guarantees at any
month end were $10,055,000 in 2001, $3,439,000 in 2000, and $2,327,000
in 1999.  The average short-term borrowings and bank guarantees
outstanding during 2001, 2000 and 1999 amounted to $8,264,000,
$2,665,000 and $1,395,000, respectively.  The average short-term
interest rates in 2001, 2000 and 1999 for outstanding borrowings were
5.0%, 7.9% and 8.3%, respectively.

The Company and its domestic subsidiaries, entered into revolving
credit loan facilities under which borrowings or letters of credit
aggregating $4,500,000 and a Singapore dollar denominated term loan in
the amount of $934,066 (S$1,700,000) could be outstanding at any one
time.  Borrowings of $2,978,000 as of December 31, 2001 under the
facility bear interest at a rate of 1.5% above LIBOR (3.37375% at
December 31, 2001) and a commitment fee of .25% per annum is payable on
the unborrowed portion of the line.  The domestic revolving loan credit
facilities were scheduled to expire  April 15, 2002.

The maximum amounts of short-term borrowings at any month end 2001 were
$4,112,000.  The average short-term borrowings outstanding during 2001
were $2,897,000.  The average short-term interest rate in 2001 was 5.3%.

A subsidiary of the Company located in Singapore has a credit facility
in the amount of $659,341 (S$1,200,000) of which $304,000 was
outstanding at December 31, 2001.  Maximum borrowings were $433,000 and
average borrowings were $321,000.  Borrowings under the facility bear
interest at 6%, payable monthly. The Singapore credit facility was
scheduled to expire April 15, 2002.

Long-Term Debt

Long-term debt at December 31, 2001 and 2000 is summarized below:

                                          2001         2000
Long-term debt:
    Term loans, domestic banks        $1,783,333   $  816,667
    Term loans, European banks         2,236,365       25,938
    Mortgage note                        682,500      772,500
    Other borrowings                       8,769       11,291
                                       4,710,967    1,626,396
Less:  current maturities              1,496,033      818,460

                                       3,214,934      807,936




The terms of the domestic loan agreements require monthly principal
payments of approximately $33,333 through February, 2006 and $58,333 to
February 2002.  Additional payments of principal are required depending
upon the annual earnings of the Companys domestic operations and as a
result of this requirement, no payment is due in 2002.  At December 31,
2001, the borrowings under the credit agreement bore interest, payable
monthly, at an interest rate of 1.5% above LIBOR (3.37375% at December
31, 2001).  The credit agreement is subject to a prepayment penalty of
3%, to the extent the loan is paid off with additional borrowings.

The Companys French subsidiary, Selas (SAS), financed its premises
outside of Paris with bank borrowings maturing August 31, 2006 with
required quarterly installments of principal of $40,773 (FF 300,000).
The loan carries interest payable quarterly at the Euro Interbank
Offered Rate (EURIBOR) plus .7% (4.03% at December 31, 2001).  The loan
balance as of December 31, 2001 was $773,905 (FF 5,400,000).  This loan
can be prepaid, subject to a premium of 3% of the amount prepaid.  The
debt is secured by the land and building of Selas S.A.

The mortgage note is payable monthly at $7,500 per month and carries a
variable interest rate of LIBOR plus 1.25%.  At December 31, 2001 the
principal balance was $682,500 and the interest rate was 3.12375%. The
aggregate maturities of long-term debt for the five years ending
December 31, 2006 and thereafter are as follows:

Years ending December 31        Aggregate Maturity

       2002                         $ 1,496,033
       2003                           1,074,077
       2004                           1,383,546
       2005                             644,247
       2006                             113,064
       2007 and thereafter

                                      4,710,967

The domestic loan and the revolving credit loan facilities are secured
by the Companys domestic assets, and the Companys domestic
subsidiaries stock.  The agreements contain restrictive covenants
regarding the payment of cash dividends, maintenance of working
capital, net worth, and shareholders equity, along with the
maintenance of certain financial ratios. The Company and its domestic
subsidiaries are required to maintain consolidated tangible capital
funds of approximately $26.6 million through December 31, 2001
consisting of shareholders' equity, plus subordinated debt, less
intangible assets increased annually by 60% of net income and 60% of
the aggregate amount of contributions to capital.

At September 30, 2001, the Company did not meet the
tangible capital funds covenant of its existing loan and revolving credit
facilities. The Company has obtained waivers from the bank through
April 15, 2002. The Company has been negotiating with the bank to
obtain new domestic revolving credit facilities, new domestic long-term
financing and a new European working capital credit arrangement that is
used for working capital or guarantee customer advance payments on
contracts.

On April 15, 2002, the Company entered into a second waiver and amendment
agreement for its domestic and foreign revolving credit and term loan
facilities, and obtained a new domestic supplemental credit facility in the
amount of $5,000,000 to be used for additional domestic borrowings and for
the issuance of advance payment guarantees.  Borrowings under the amended
credit facilities bear interest at LIBOR plus 1.5% to 2.5% until the sale
of the discontinued operations at which time the remaining credit facilities
after paydown with proceeds, if any, from the sale bear interest at LIBOR
plus 1.5% to 2.0% for the remaining term of the loan and a commitment fee
of .25% per annum is payable on the unborrowed portion.  In addition, the
Company has agreed to pay a nonrefundable commitment fee of $150,000 plus
an amount equal to 2% of that portion of the gross price of the sale of the
European discontinued operation in excess of 7,000,000 Euros.

The Companys domestic revolving credit loan facilities of $2,977,526 mature
on January 31,2003. The European term loan and credit facilities of $1,499,311
and $5,328,390,respectively, mature on the earlier of January 31, 2003 or the
date of sale of the discontinued operations. The domestic term loan credit
facilities of $2,465,833 continue to expire during the period from
July 1, 2004 and February 1, 2006.  The Companys guarantee customer advance
payments of $1,960,418 expire on the earlier of January 31, 2003 or the date
of sale of the discontinued operations. The new domestic supplemental credit
facility of $5,000,000 matures on the earlier of January 31, 2003 or the
date of the sale of the discontinued operations.

In connection with the second waiver and amendment agreement, the Company has
pledged as collateral substantially all of the assets of the Companys domestic
and foreign subsidiaries except for those assets that are impractical to
pledge under local law.  The credit facilities contain restrictive covenants
regarding the payment of cash dividends, capital expenditures, acquisitions,
maintenance of working capital, net worth and shareholders equity, along
with the maintenance of certain financial ratios.

As of December 31, 2001, the Company was not required to maintain any
financial covenants due to the receipt of a waiver from the financial
institution. Management believes that the Company will be able to
maintain the amended covenants through January 1, 2003.

Our ability to pay the principal and interest on our indebtedness as it comes
due will depend upon our current and future performance. Our performance is
affected by general economic conditions and by financial, competitive,
political, business and other factors. Many of these factors are beyond our
control. We believe that the amended credit facility combined with funds
expected to be generated from operations, the available borrowing capacity
through its revolving credit loan facilities, the potential sale of the
European subsidiaries, curtailment of the dividend payment and control of
capital spending will be sufficient to meet its anticipated cash requirements
for operating needs. If, however, we do not generate sufficient cash or
complete such financing on a timely basis, we may be required to seek
additional financing or sell equity on terms which may not be as favorable
as we could have otherwise obtained. No assurance can be given that any
refinancing, additional borrrowing or sale of equity will be possible when
needed or that we will be able to negotiate acceptable terms. In addition,
our access to capital is affected by prevailing conditions in the financial
and equity capital markets, as well as our own financial condition.



10. DERIVATIVE FINANCIAL INSTRUMENTS

   Interest rate swap agreements are used to reduce the potential
   impact of increases in interest rates on floating rate long-term
   debt.  At December 31, 2001, the Companys French subsidiary was a
   party to one interest rate swap agreement.  The interest rate swap
   agreement is with major European financial institutions and has a
   total notional amount of $.9 million at December 31, 2001.  The
   notional amount will decrease consistent with the terms of the
   related long-term debt agreement.  The swap agreement requires fixed
   interest payments based on an effective rate of 8.55% for the
   remaining term through May, 2006.  The subsidiary continually
   monitors its position and the credit ratings of its counterparties
   and does not anticipate nonperformance by the counterparties.
   Additional interest incurred during 2001, 2000 and 1999 in
   connection with the swap agreement amounted to $32,943, $47,648 and
   $69,293, respectively.

   The fair value of the interest rate swap agreement was $.8 million
   at December 31, 2001.  The fair value of this financial instrument
   (used for hedging purposes) represents the aggregate replacement
   cost based on financial institution quotes.  The Company is exposed
   to market risks from changes in interest rates and fluctuations in
   foreign exchange rates.

   The Companys policy is to minimize its cash flow exposure to
   adverse changes in interest rates.  This is accomplished through a
   controlled program of risk management that includes the use of
   derivative financial instruments.  The Companys objective is to
   maintain economically balanced interest risk management strategies
   that provide adequate protection from significant fluctuations in
   the interest markets.

   Hedge uneffectiveness and the portions of derivative gains and
   losses excluded from assessments of hedge effectiveness related to
   the Companys outstanding cash flow hedges and which were recorded
   to earnings for the year ended December 31, 2001, were less than
   $0.1 million.  Changes in fair value of derivatives qualifying as
   cash flow hedges are recorded in accumulated other comprehensive
   income (loss).  The cumulative effect of the adoption of these
   statements was a decrease to other comprehensive (loss) of less than
   $45,000.  At December 31, 2001, the net deferred after-tax hedging
   gain in accumulated other comprehensive income was $36,851 all of
   which is expected to be realized in earnings over the next twelve months
   ending  December 31, 2002, at the time the underlying hedging transactions
   are realized.  At various times subsequent to December 31, 2002, the
   Company expects gains from cash flow hedge transactions to total in
   the aggregate, approximately $100,000.  The Company recognized its
   derivative gains and losses in the interest expense line of the
   consolidated statement of operations.

   Fair values relating to derivative financial instruments reflect the
   estimated amounts that the Company would receive or pay to terminate
   the contracts at the reporting date based on quoted market prices of
   comparable contracts as of December 31, 2001 and 2000.  At December
   31, 2001 and 2000, derivative financial  instruments consisted
   primarily of interest rate swap contracts.


   11.  OTHER ACCRUED LIABILITIES:

   Other accrued liabilities at December 31, 2001 and 2000 are as
   follows:

                                           2001         2000

   Salaries, wages and commissions    $ 1,803,782  $ 1,834,511
   Taxes, including payroll withholdings
     And VAT, excluding income taxes      992,733      681,551
   Accrued pension costs                  951,923      964,958
   Accrued professional fees              579,200      330,955
   Accrued insurance                      101,463      202,534
   Other                                  670,920      576,427

                                        5,100,021    4,590,936



12.  DOMESTIC AND FOREIGN INCOME TAXES

Domestic and foreign income taxes (benefits) are comprised as follows:

                                        Years ended December 31
                                       2001        2000       1999

Current
    Federal                      $   765,897   $1,596,045 $  501,519
    State                             57,858      322,603      7,194

    Foreign                          212,577      269,390    744,683
                                   1,036,332    2,188,038  1,253,396
Deferred
    Federal                          (63,773)     (67,999)   496,490
    State                            (16,575)      (5,942)   125,358

    Foreign                           17,777     (253,792)   (72,595)

                                     (62,571)    (327,733)   549,253

Income taxes                         973,761    1,860,305  1,802,649

Income (loss) before income taxes is as follows:
    Foreign                        (284,348)      162,322    654,125
    Domestic                      1,915,724     4,702,518  2,886,966

                                  1,631,376     4,864,840  3,541,091






The following is a reconciliation of the statutory federal income tax
rate to the effective tax rate based on income (loss):

                                          Years ended December 31
                                        2001         2000       1999
Tax provision at statutory rate         34.0%        34.0%      34.0%
Valuation allowances-
  foreign losses                        17.7          1.2         .1
Effect of foreign tax rates              2.4          (.9)      12.6
Goodwill amortization                    8.5          1.9        3.9
State taxes net of federal benefit       1.7          4.4        2.5
Tax benefits related to export sales    (7.4)        (2.7)      (3.9)
Other                                    2.8           .3        1.7

Domestic and foreign income tax rate    59.7%        38.2%     50.9%


The significant components of deferred income taxes (benefits) for the
years ended December 31, 2001, 2000 and 1999 are as follows:

                                             Years ended December 31
                                            2001        2000       1999

Deferred income tax (benefit)          $  (66,747) $ (320,747) $  712,953
Increase (decrease) in
beginning-of-the
  year balance of the valuation
  allowance for deferred tax assets .      20,154     (15,661)   (176,524)
Currency translation adjustment           (15,978)      8,675      12,824

                                          (62,571)   (327,733)    549,253

Continuing operations income tax          973,761   1,860,305   1,802,649
Discontinued operations income tax
(benefit)                               1,388,738     (32,927)   (839,574)

Total income tax                        2,362,499   1,827,378     963,075









The tax effects of temporary differences that give rise to significant
portions of the deferred tax assets and deferred tax liabilities at
December 31, 2001 and 2000 are presented below:

                                                     2001       2000
Deferred tax assets:
  Postretirement benefit obligations             $1,197,427 $1,234,452
  Net operating loss carryforwards                1,386,218  1,387,575
  State income taxes                                464,332    356,371
  Guarantee obligations and estimated future
costs of                                            167,595     90,748
    service accruals
  Employee pension plan obligations                 323,654    328,086
  Compensated absences, principally due to
accrual
    for financial
    reporting purposes                              204,508    191,541
  Other                                             274,370    373,760
       Total gross deferred tax assets            4,018,104  3,962,533
       Less:  valuation allowance                 1,105,870  1,085,716
       Net deferred tax assets                    2,912,234  2,876,817
Deferred tax liabilities:
  Plant and equipment, principally due to
differences                                         899,624    980,238
  in depreciation and capitalized interest
  Other                                             140,787    174,418
       Total gross deferred tax liabilities       1,040,411  1,154,656
       Net deferred tax assets                    1,871,823  1,722,161


Domestic and foreign deferred taxes are comprised as follows:

December 31, 2001               Federal     State     Foreign    Total

Current deferred asset       $ 1,068,263 $ 122,150  $ 331,396  $1,521,809
Non-current deferred asset
(liability)                      149,066   271,454    (70,506)    350,014

Net deferred tax asset         1,217,329   393,604    260,890   1,871,823

December 31, 2000               Federal     State     Foreign    Total

Current deferred asset       $ 1,081,603   $ 7,050  $ 368,732  $1,457,385

Non-current deferred asset
(liability)                       89,883   271,679    (96,786)    264,776

Net deferred tax asset         1,171,486   278,729    271,946   1,722,161


The valuation allowance for deferred tax assets as of January 1, 2001
was $1,085,716.  The net change in the total valuation allowance for
the year ended December 31, 2001 was an increase of $20,154.  The
remaining valuation allowance of $1,105,870 is maintained against
deferred tax assets which the Company has determined are not more than
likely to be realized.  Subsequently recognized tax benefits, if any,
relating to the valuation allowance for deferred tax assets will be
reported in the consolidated statements of operations.




In assessing the realizability of deferred tax assets, management
considers whether it is more likely than not that some portion or all
of the deferred tax assets will not be realized.  The ultimate
realization of deferred tax assets is dependent upon the generation of
future taxable income during the periods in which those temporary
differences become deductible.  Management considers the scheduled
reversal of deferred tax liabilities and projected future taxable
income in making this assessment.  Based upon the level of historical
taxable income and projections for future taxable income over the
periods which the deferred tax assets are deductible, along with
reasonable and prudent tax planning strategies and the expiration dates
of carryforwards, management believes it is more likely than not the
Company will realize the benefits of these deductible differences, net
of the existing valuation allowances, at December 31, 2001.

At December 31, 2001 the Company has net operating loss carryforwards
for foreign income tax purposes of $3,995,486 of which $617,277 expire
in 2005, $914,065 expire in 2006 and $2,464,144 have no expiration date
and are available to offset future foreign taxable income.  The Company
has recognized a valuation allowance for certain net operating loss
carryforwards at foreign operations where utilization will not be
realized.

No provision has been made for United States income tax which may be
payable on undistributed income of the Companys foreign subsidiaries
since it is the Companys intention to reinvest the unremitted
earnings.  Furthermore, based on current federal income tax laws, the
federal income tax on future dividends will be offset by foreign tax
credits in certain instances.  At December 31, 2001 the Company has not
recognized a deferred tax liability of approximately $57,000 on
undistributed retained earnings of such subsidiaries of $169,000.

13 EMPLOYEE BENEFIT PLANS


The Company has two defined benefit pension plans.  One covers salaried
employees and the other plan covers union employees.  The following
table sets forth the plans funded status and amounts recognized in the
Companys statements of financial position at December 31, 2001 and
2000:

                                                December 31

                                                    2001         2000

Change in Projected Benefit Obligation
Projected benefit obligation at January 1      $ 5,185,872  $ 4,996,028
Service cost (excluding administrative             157,664      188,700
expenses)
Interest cost                                      358,074      347,668
Actuarial (gain)  loss                              74,144      (19,148)
Benefits paid                                     (353,435)    (327,376)
Projected benefit obligation at December 31       5,422,319   5,185,872

Change in Fair Value of Plan Assets
Fair value of plan assets at January 1            5,345,128   5,450,575
Actual return on plan assets                       (387,451)    262,929
Employer contributions                               93,069
Expenses                                            (33,014)    (41,000)
Benefits paid                                      (353,435)   (327,376)

Fair value of plan assets at December 31          4,664,297   5,345,128

Funded status                                                   159,256
                                                  (758,022)
Unrecognized net actuarial (gain)
                                                  (196,216)   1,127,997)
Unrecognized prior service cost                      2,315        3,783

(Accrued) pension cost at December 31              (951,923)   (964,958)







Net periodic pension cost for these plans for the years 2001, 2000 and
1999 included the following components:

                                             Years ended December 31
                                           2001        2000       1999

Service cost   benefits earned during
  the period                            $ 185,465  $  217,458  $ 240,928
Interest cost on projected benefit
  obligation                              358,074     347,668    330,527
Expected return on assets                (410,366)   (421,230)  (376,931)
Amortization of net obligation                         55,124     55,121
Amortization of prior service cost          1,468       2,146     10,427
Recognized net actuarial (gain)           (54,607)    (65,446)    (2,628)

Net periodic pension cost                  80,034     135,720    257,444


The discount rate used to determine the projected benefit obligation
for both the salaried and union plans was 7% for 2001 and 7.25% for
2000 and 1999.

The projected benefit obligation was determined by using an assumed
rate of increase in compensation levels of 5% for the years 2001, 2002
and 1999 for the salaried plan.  The expected long-term rate of return
on assets for both plans was 8%.

The Companys French subsidiary, CFR, is obligated to contribute to an
employee profit sharing plan under which annual contributions are
determined on the basis of a prescribed formula using capitalization,
salaries and certain revenues.  There was no contribution to profit
sharing in 2001 or 2000, however, 1999 had expense of $110,337.

The Company has defined contribution plans for most of its domestic
employees.  Under these plans, eligible employees may contribute
amounts through payroll deductions supplemented by employer
contributions for investment in various investments specified in the
plans.  The Company contribution to these plans for 2001, 2000 and 1999
was $377,701, $328,452, and $383,015, respectively.

The Company provides postretirement medical benefits to certain
domestic full-time employees who meet minimum age and service
requirements.  In 1999 a plan amendment was instituted which limits the
liability for postretirement benefits beginning January 1, 2000 for
certain employees who retire after that date.  This plan amendment
resulted in a $1.1 million unrecognized prior service cost reduction
which will be recognized as employees render the services necessary to
earn the postretirement benefit.  The Companys policy is to pay the
cost of these postretirement benefits when required on a cash basis.
The Company also has provided certain foreign employees with retirement
related benefits.






The following table presents the amounts recognized in the Companys
consolidated balance sheet at December 31, 2001 and 2000 for
postretirement medical benefits:

Accumulated postretirement medical benefit obligation:
                                                      December 31

                                                    2001         2000

Change in Projected Benefit Obligation
Projected benefit obligation at January 1       $1,377,085  $ 1,476,501
Service cost (excluding administrative              35,802       33,382
expenses)
Interest cost                                       94,401       98,656
Actuarial (gain)  loss                              33,941      (92,154)
Benefits paid                                     (159,621)    (139,300)

Projected benefit obligation at December 31      1,381,608    1,377,085

Change in Fair Value of Plan Assets
Employer contribution                              159,621      139,300
Benefits paid                                     (159,621)    (139,300)

Fair value of plan assets at December 31                 0            0

Funded status                                    1,381,608    1,377,085
Unrecognized net actuarial gain                    606,319      676,156
Unrecognized prior service cost                    984,036    1,059,731

Accrued postretirement benefit cost              2,971,963    3,112,972

Accrued postretirement medical benefit costs are classified as other
postretirement benefit obligations as of December 31, 2001 and 2000.

Net periodic postretirement medical benefit costs for 2001, 2000 and
1999 include the following components:

                                           Years ended December 31
                                            2001         2000      1999

Service cost                             $ 35,802    $  33,382  $ 34,920
Interest cost                              94,401       98,656   170,180
Amortization of unrecognized prior
service                                   (75,695)     (75,695)
  cost
Amortization of unrecognized gain         (35,896)     (31,168)  (16,979)

Net periodic postretirement medical        18,612       25,175   188,121
benefit cost

For measurement purposes, a 8.5% annual rate of increase in the per
capita cost of covered benefits (i.e., health care cost trend rate) was
assumed for 2001; the rate was assumed to decrease gradually to 5% by
the year 2009 and remain at that level thereafter.  The health care
cost trend rate assumption may have a significant effect on the amounts
reported.  For example, increasing the assumed health care cost trend
rates by one percentage point in each year would increase the
accumulated postretirement medical benefit obligation as of December
31, 2001 by $4,183 and the aggregate of the service and interest cost
components of net periodic postretirement medical benefit cost for the
year ended December 31, 2001 by $2,145.

The weighted-average discount rate used in determining the accumulated
postretirement medical benefit obligation at December 31, 2001 was 7.0%
and 2000 and 1999 were 7.25%.

The Company provides retirement related benefits to former executive
employees, and to certain foreign subsidiary employees in accordance
with industry-wide collective labor agreements.  The liabilities
established for these benefits at December 31, 2001 and 2000 were
$906,985 and $659,602, respectively, and are classified as other
postretirement benefit obligations as of December 31, 2001 and 2000.

14. CURRENCY TRANSLATION ADJUSTMENTS

All assets and liabilities of foreign operations are translated into
U.S. dollars at prevailing rates of exchange in effect at the balance
sheet date.  Revenues and expenses are translated using average rates
of exchange for the year.  The functional currency of the Companys
foreign operations is the currency of the country in which the entity
resides; such currencies are the French franc, German mark, Italian
lira, British pound, Singapore dollar, Portugal escudo and Japanese
yen.  Adjustments resulting from the process of translating the
financial statements of foreign subsidiaries into U.S. dollars are
reported as a separate component of shareholders' equity, net of tax
where appropriate.  Gains and losses arising from foreign currency
transactions are reflected in the consolidated statements of operations
as incurred.  Foreign currency transaction gains (losses) included in
the statements of operations for 2001, 2000 and 1999 were $46,007,
$38,101 and ($191,420), respectively.

15.  COMMON STOCK AND STOCK OPTIONS

Under the Companys 1985 and 1994 Stock Option Plans, options to an
aggregate of 900,000 shares of common stock may be granted to certain
officers and key employees.  In 1998 the Board of Directors established
a 1998 Stock Option Plan to issue up to 75,000 shares to certain
non-employee Directors, both at no less than 100% of the fair market
value at the date of grant.  All options are exercisable until the
earlier of termination pursuant to the plans or ten years from date of
grant.

On February 20, 2001, the Board of Directors approved the 2001 Stock
Option Plan where options of up to an aggegate of 1,000,000 common
stocks may be awarded.  At December 31, 2001 there were 975,000 shares
available for grant.

At December 31, 2001, there were 40,000 additional shares available for
grant under the 1998 plan.  The per share weighted-average fair values
of stock options granted in 2001 ranged from $.88 to $1.54 on the date
of the grants using the Black Scholes option-pricing model with the
following weighted average assumptions:  2001 expected dividend yield
2.2%; risk-free interest rates ranged from 4.46% to 4.99%; expected
life of 6.5 years and expected volatility of the stock over the life of
the options which is based on the past 11 years of the stocks activity.

The Company applies APB Opinion No. 25 in accounting for its Plans,
and, accordingly, no compensation cost has been recognized for its
stock options in the financial statements.  Had the Company determined
compensation cost based on the fair value at the grant date of its
stock options under SFAS No. 123, the Companys net income would have
been reduced to the pro forma amount indicated below:

                                            2001        2000        1999

Net income (loss) as reported          $(4,617,315) $ 2,935,786 $ 1,729,160
Net income (loss) pro forma             (4,753,476)   2,740,476   1,510,137
Basic earnings (loss) per share as
  reported                                    (.90)         .57         .33
Basic earnings (loss) per share pro           (.93)         .54         .29
forma


Options of 40,000 were granted in 2001 and options of 131,700 were
granted in 2000.  No options were granted in 1999. Pro forma net income
reflects options granted in 2001 and 2000.  Therefore, the full impact
of calculating compensation cost for stock options under SFAS No. 123
is not reflected in the pro forma net income amounts presented above
because compensation cost is reflected over the options vesting periods
of 3 to 5 years and compensation cost for options granted prior to
January 1, 1998 is not considered.






Stock option activity during the periods indicated is as follows:

                                    Number of        Weighted-average
                                      Shares          Exercise Price


Outstanding at January 1, 1999       603,888             $8.14
   Options exercised                 (19,888)             4.20
   Options forfeited                 (13,600)             8.40

Outstanding at December 31, 1999     570,400              8.27
   Options forfeited                  26,400)             9.35
   Options expired                    (3,750)            11.42
   Options granted                   131,700              3.13

Outstanding at December 31, 2000     671,950              7.20
   Options forfeited                 (14,550)             8.04
   Options expired                   (78,000)             9.46
   Options granted                    40,000              3.09

Outstanding at December 31, 2001     619,400              6.63

The following summarizes information about the Companys stock options
outstanding at December 31, 2001:

                               Options Outstanding
                               Weighted Average
Range of         Number            Remaining
Exercise      Outstanding        Contractual       Weighted-Average
 Prices       at 12/31/01           Life            Exercise Price

$2.06            15,000             10.0              $2.06
3.12-3.7        156,700              9.16              3.22
5.35-7.75       223,000              3.53              6.26
9.06-10.50      224,700              6.0               9.72

   Options Excercisable

Number
Exercisable    Weighted-Average
at 12/31/01    Exercise Price

 15,000       $   2.06
 27,007           3.13
213,000           6.19
188,820           9.77



16.  QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)

The following is a tabulation of unaudited quarterly results of
operations.

2001                         First      Second       Third     Fourth
                             Quarter    Quarter      Quarter   Quarter (b)
Net sales (a)             $23,571,000 $24,918,000 $18,696.000 $19,125,000

Gross Profit                5,586,000   5,554,000   3,302,000   4,894,000

Income (loss) from continuing
   operations net of tax      629,000     724,000    (794,000)     98,000
(Loss) from discontinued
  operations net of tax      (331,000)   (589,000)   (582,000) (3,772,000)
Net income (loss)             298,000     135,000  (1,376,000) (3,674,000)

Earnings (loss) per share

  Basic income (loss) per share
      Continuing operations       .12       . 14      (.16)        .02
      Discontinued operations    (.06)      (.11)     (.11)       (.74)
      Basic income (loss)
        per share                 .06       .03       (.27)       (.72)

   Diluted income (loss) per share
       Continuing operations      .12       .14       (.16)        .02
      Discontinued operations    (.06)     (.11)      (.11)       (.73)
      Diluted income (loss)
        per share                 .06       .03       (.27)       (.71)

(a)The Companys large custom-engineered subsidiaries generated
approximately $15.6 million and $27.3 million of revenue in 2001 and
2000, respectively, and a loss from discontinued operations of $5.3
million and $69,000 in 2001 and 2000, respectively.  These sales have
been reclassified to discontinued operations.

(b)   In the fourth quarter of 2001, the Company determined that the
realizability of the deferred tax assets associated with their European
discontinued operations were not recoverable.  The Company recognized a
valuation allowance of approximately $2.7 million.



2000                        First      Second       Third      Fourth
                            Quarter    Quarter      Quarter    Quarter
Net sales                $22,411,000 $22,290,000 $22,687,000 $21,915,000

Gross Profit               5,840,000   5,446,000   4,637,000   4,997,000

Income from continuing
  operations net of tax      936,000     760,000     589,000     720,000
Income (loss) from
  discontinued operations
  net of tax                 265,000     259,000    (187,000)   (406,000)
Net income                 1,201,000   1,019,000     402,000     314,000

Earnings (loss) per share
   Basic income (loss) per
   share
     Continuing operations        .18         .15        .12       .14
     Discontinued operations      .05         .05       (.04)     (.08)
     Basic income per share       .23         .20        .08       .06

    Diluted income (loss)
    per share
     Continuing operations        .18         .15        .12       .14
    Discontinued operations       .05         .05       (.04)     (.08)
     Diluted income per
      share                       .23         .20        .08       .06

Note:  The sum of quarterly earnings may differ from full year amounts
due to rounding.



17.  EARNINGS PER SHARE

The following table sets forth the computation of basic and diluted
 earnings per share:

                                         2001


                                        Per
                           Income      Shares          Share
                         Numerator    Denominator     Amount


Basic Earnings
   Per Share
Income (loss)
Available
   To common
   Shareholders         $(4,617,315)   5,119,214      $ (.90)

Effect of Dilutive
    Securities

Stock options                             14,870

Diluted earnings
  Per share              (4,617,315)   5,134,084        (.90)


For additional disclosures regarding the stock options, see note 15.


                                        2000
                                                      Per
                          Income       Shares        Share
                         Numerator   Denominator     Amount

Basic Earnings
   Per Share
Income (loss)
Available
   To common
   Shareholders          $2,935,786   5,121,513       $0.57

Effect of Dilutive
    Securities

Stock options                            12,981

Diluted earnings
  Per share               2,935,786   5,134,494        0.57


For additional disclosures regarding the stock options, see note 15.



                                         1999

                                                      Per
                          Income      Shares         Share
                        Numerator   Denominator      Amount


Basic Earnings
   Per Share
Income (loss)
Available
   to common
   Shareholders          $1,729,160  5,196,072        $0.33

Effect of Dilutive
    Securities

Stock options                           12,018

Diluted earnings
  per share               1,729,160  5,208,090         0.33


For additional disclosures regarding the stock options, see note 15.




 18.  CONTINGENCIES AND COMMITMENTS

 The Company is a defendant along with a number of other parties in
 approximately 253 lawsuits as of December 31, 2001 (approximately 100
 as of December 31, 2000) alleging that plaintiffs have or may have
 contracted asbestos-related diseases as a result of exposure to
 asbestos products or equipment containing asbestos sold by one or more
 named defendants.  Due to the noninformative nature of the complaints,
 the Company does not know whether any of the complaints state valid
 claims against the Company.  The lead insurance carrier has informed
 the Company that the primary policy for the period July 1, 1972   July
 1, 1975 has been exhausted and that the lead carrier will no longer
 provide a defense under that policy.  The Company has requested that
 the lead carrier substantiate this situation.  The Company has
 contacted representatives of the Companys excess insurance carrier
 for some or all of this period.  The Company does not believe that the
 asserted exhaustion of the primary insurance coverage for this period
 will have a material adverse effect on the financial condition,
 liquidity, or results of operations of the Company.  Management is of
 the opinion that the number of insurance carriers involved in the
 defense of the suits and the significant number of policy years and
 policy limits to which these insurance carriers are insuring the
 Company make the ultimate disposition of these lawsuits not material
 to the Companys consolidated financial position or results of
 operations.

 The Company is also involved in other lawsuits arising in the normal
 course of business.  While it is not possible to predict with
 certainty the outcome of these matters, management is of the opinion
 that the disposition of these lawsuits and claims will not materially
 affect the Companys  consolidated financial position, liquidity, or
 results of operations.

Total rent expense for 2001, 2000, and 1999 under leases pertaining
primarily to engineering, manufacturing, sales and administrative
facilities, with an initial term of one year or more, aggregated
$1,496,000, $1,318,000 and $1,339,000, respectively.  Remaining rentals
payable under such leases are as follows:   2002 - $1,441,000;  2003 -
$1,431,000; 2004 - $1,356,000; 2005 - $1,237,000; 2006 and thereafter -
$4,289,000.

One of the Companys subsidiaries has a contractual obligation with one
of its suppliers to pay minimum royalties of $450,000 and to guarantee
minimum purchases of $2,122,000 of one of the suppliers products.  The
payments due the supplier are as follows:  2002 - $718,000; 2003 -
$1,333,000; 2004 - $521,000.

19.  RELATED-PARTY TRANSACTIONS

One of the Companys subsidiaries leases office and factory space from
a partnership consisting of three present or former officers of the
subsidiary.  The subsidiary is required to pay all real estate taxes
and operating expenses.  In the opinion of management, the terms of the
lease agreement are comparable to those which could be obtained from
unaffiliated third parties.  The total rent expense incurred under the
lease was approximately $330,000 for 2001, 2000 and 1999.  Annual lease
commitments approximate $330,000 through December, 2002.









                     REPORT OF INDEPENDENT AUDITORS



 The Board of Directors and Shareholders
 Selas Corporation of America:


 We have audited the accompanying consolidated balance sheets of Selas
 Corporation of America and subsidiaries as of December 31, 2001 and
 2000, and the related consolidated statements of operations,
 shareholders' equity and cash flows for each of the years in the
 three-year period ended December 31, 2001.  These consolidated
 financial statements are the responsibility of the Company's
 management.  Our responsibility is to express an opinion on these
 consolidated financial statements based on our audits.

 We conducted our audits in accordance with auditing standards
 generally accepted in the United States of America.  Those standards
 require that we plan and perform the audit to obtain reasonable
 assurance about whether the financial statements are free of material
 misstatement.  An audit includes examining, on a test basis, evidence
 supporting the amounts and disclosures in the financial statements.
 An audit also includes assessing the accounting principles used and
 significant estimates made by management, as well as evaluating the
 overall financial statement presentation.  We believe that our audits
 provide a reasonable basis for our opinion.

 In our opinion, the consolidated financial statements referred to
 above present fairly, in all material respects, the financial position
 of Selas Corporation of America and subsidiaries as of December 31,
 2001 and 2000, and the results of their operations and their cash
 flows for each of the years in the three-year period ended December
 31, 2001, in conformity with accounting principles generally accepted
 in the United States of America.

 As discussed in note 1 to the consolidated financial statements, the
 Company changed its method of accounting for derivative instruments
 and hedging activities in 2001.








 /s/ KPMG LLP


 Philadelphia, Pennsylvania`
 April 15, 2002




                                                     EXHIBIT 21


                      Significant Subsidiaries
                              of Selas
                       Corporation of America



 Subsidiary                               Place of Incorporation

 CFR-CECF Forumi-Ripoche                         France

 CFR Portugal                                    Portugal

 Deuer Manufacturing, Inc.                       Ohio

 Nippon Selas                                    Japan

 Resistance Technology GmbH                      Germany
 Vertrieb von Elecktronikteilen

 Resistance Technology, Inc.                     Minnesota

 RTI Electronics, Inc.                           Delaware

 RTI Tech PTE LTD.                               Singapore

 RTI Technologies PTE LTD                        Singapore

 RTI Export, Inc.                                Barbados

 SEER                                            France

 Ermat S.A.                                      France

 Selas SAS                                       France

 Selas Italiana, S.A.                            Italy

 Selas Engineering UK Ltd.                       England

 Selas Waermetechnik, GmbH                       Germany




                                                      EXHIBIT 23





                  CONSENT OF INDEPENDENT AUDITORS





 The Board of Directors
 Selas Corporation of America:



 We consent to the  incorporation  by reference in the Registration
 Statements  No.  33-33712 on Form S-3, No.333-16377 on Form S-8,
 No. 333-66433 on Form S-8 and No. 333-59694 on Form S-8  of  Selas
 Corporation  of  America  and  subsidiaries  of our reports  dated
 April 15, 2002, relating to the  consolidated  balance  sheets of
 Selas  Corporation of America and  subsidiaries  as of  December 31,
 2001 and 2000 and the  related  consolidated  statements of operations,
 shareholders' equity, and cash flows and related financial  statement
 schedules for each of the years in the three-year  period ended
 December 31, 2001, which reports are  included in the  December  31, 2001
 annual report on Form 10-K of Selas Corporation of America.

 Our  report  refers to a change in the  method of  accounting  for
 derivative instruments and hedging activities in 2001.







 /s/KPMG LLP
 Philadelphia, Pennsylvania
 April 15, 2002







                                                    EXHIBIT 24





                         POWER OF ATTORNEY


             KNOW ALL MEN BY THESE PRESENTS that the undersigned
 does hereby consent and appoint Mark S. Gorder and Francis A.
 Toczylowski, or either of them, his attorney to do any and all
 acts, including the execution of documents, which said attorneys,
 or either of them, may deem necessary or advisable to enable
 Selas Corporation of America (the "Company") to comply with the
 Securities Exchange Act of 1934, as amended, and the rules,
 regulations and requirements of the Securities and Exchange
 Commission, in connection with the filing under said Act of an
 annual report of the Company on Form 10-K for the year ended
 December 31, 2001, including the power and authority to sign in
 the name and on behalf of the undersigned, in any and all
 capacities in which the signature of the undersigned would be
 appropriate, such annual report and any and all amendments
 thereto and generally to do and perform all things necessary to
 be done in the premises as fully and effectually in all respects
 as the undersigned could do if personally present.

              IN WITNESS WHEREOF, the undersigned has hereunto set
 his hand and seal this    day of April, 2002.




                                    /s/Frederick L. Bissinger

                                    /s/John H. Duerden

                                    /s/Nicholas A. Giordano

                                    /s/Robert Masucci

                                    /s/Michael J. McKenna


.