SECOND WAIVER AND AMENDMENT AGREEMENT

      This Second Waiver and Amendment Agreement (the 'Second
Waiver Agreement') dated as of April 15, 2002 is made and entered
into by and among Wachovia Bank, National Association, formerly
known as First Union National Bank, 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 'U.S. Guarantors').

                             BACKGROUND

      A.   The Bank, the Borrower and the U.S.  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,  a Third
Amendment  dated as of January  19,  2001 and the Waiver  Agreement
(hereinafter   defined)  (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  U.S.
Dollars ($4,500,000) (the 'Revolving Credit').

      B.   The U.S.  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,  and
amended  as of July 31,  1998  (as  amended,  the 'RTI  Electronics
Surety Agreement').

      C.   The  Term  Loans,  that are  outstanding  as of the date
hereof,  are evidenced by the following  promissory  notes executed
by the  Borrower in favor of the Bank:  (i) Term Note D dated as of
June 30,  1999 in the  original  principal  amount of Nine  Hundred
Thousand U.S.  Dollars  ($900,000)  ('Term Note D'), (ii) Term Note
E dated as of January 19,  2001 in the  original  principal  amount
of Two Million  U.S.  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   original
principal  amount  of  Four  Million  Five  Hundred  Thousand  U.S.
Dollars  ($4,500,000)  executed  by the  Borrower  in  favor of the
Bank  (the  'Revolving  Credit  Note').  The  Term  Notes  and  the
Revolving Credit Note are  collectively  referred to hereinafter as
the 'Notes'.

      D.   Wachovia  Bank,  National  Association,  London  Branch,
formerly  known  as  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 U.S.  Guarantors  jointly and severally
guaranteed  and  became  surety  for all  loans,  advances,  debts,
liabilities,  obligations,  covenants  and duties then  existing or
thereafter  arising  of  Selas  SAS to the  Bank,  pursuant  to the
following  agreements  (the  'Selas  SAS Surety  Agreements'):  (i)
that  certain  Unconditional  Guaranty  executed by the Borrower in
favor of the Bank  dated as of  January  10,  2000  (the  'Borrower
Guaranty'),  (ii) that certain  Unconditional  Guaranty executed by
Deuer in  favor of the Bank  dated  as of  January  10,  2000  (the
'Deuer  Guaranty'),   (iii)  that  certain  Unconditional  Guaranty
executed  by RTI in favor of the Bank dated as of January  10, 2000
(the 'RTI  Guaranty'),  (iv) that  certain  Unconditional  Guaranty
executed  by RTIE in  favor of the Bank  dated  as of  January  10,
2000 (the  'RTIE  Guaranty'),  and (v) that  certain  Unconditional
Guaranty  executed  by RTI  Electronics  in favor of the Bank 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)  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'),  granted  to the Bank a  security
interest  in and lien on: (a) all of the  Borrower's  assets,  then
owned or thereafter acquired,  including,  without limitation,  all
accounts,   contract  rights,   inventory,   fixtures,   machinery,
equipment,  general  intangibles,  and (b) all of Borrower's 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   U.S.   Dollars    ($5,025,000)
documentary  letter of credit issued by Bank One,  Columbus,  Ohio;
(ii) pursuant to that certain  Second  Amended and Restated  Pledge
Agreement  dated  as  of  July  31,  1998  (the  'Borrower   Pledge
Agreement'),  assigned,  pledged  and  granted  to Bank a  security
interest  in all of the  issued  and  outstanding  stock of  Deuer,
RTI, RTIE and RTI  Electronics;  and (iii) 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,  January 10, 2000,  and  November  20, 2001 (as amended,  the
'Borrower Mortgage and Security Agreement'),  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').

      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  Deuer's  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,  January 10, 2000,  and  November  20, 2001 (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 RTI's  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 and  November  20,  2001 (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
RTIE's  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  Electronic's   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 U.S.  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 and that  certain  Second  Amendment  to
Waiver  and  Amendment  Agreement  dated as of March  20,  2002 (as
amended,  the 'Waiver  Agreement'),  pursuant to which, among other
things,  the  Bank  agreed  to  waive  certain  Financial  Covenant
Defaults  (as defined  therein)  and provide a new credit  facility
pursuant  to  which  the  Bank's  London  Branch  agreed  to  issue
certain advance payment guarantees.

      L.   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,  the Waiver Agreement,  and
the  Waiver   Documents  (as  defined  in  the  Waiver   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 Loan  Documents  (as such term is  defined
in the Credit Agreement, as amended hereby).

      M.   The  Borrower,  the  U.S.  Guarantors  and the  European
Subsidiaries  have  requested  that the Bank  agree to  extend  the
maturity  of  certain   existing  credit   facilities,   provide  a
Supplemental  Credit  Facility (as  hereinafter  defined) and issue
additional   advance  payment   guarantees   under  the  Selas  SAS
Facility  in   accordance   with  and  subject  to  the  terms  and
conditions contained 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 U.S.  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,  the U.S. Guarantors and the European
Subsidiaries  acknowledge  and agree that as of the effective  date
of  this  Second  Waiver  Agreement,  after  giving  effect  to the
amendments  described  herein:  (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 April 8, 2002, is
set forth below next to each such Note:

      Promissory Notes         Maturity Date        Outstanding
                                          Principal Amount

      Term Note D              07/01/2004      $   652,500.00   (US
Dollars)

      Term Note E              02/01/2006      $  1,533,333.38  (US
Dollars)

      Term Note F0                          02/01/2006   S$
                                          1,452,789.00   (Singapore
                                          Dollars)

      Revolving Credit Note    01/31/2003      $  3,731,137.09  (US
Dollars)

           1.1.2The Borrower,  the U.S. Guarantors and the European
Subsidiaries  acknowledge  and agree that as of the effective  date
of  this  Second  Waiver  Agreement,  after  giving  effect  to the
amendments  described  herein:  (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  April 8,
2002,  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:

      (i)  The  Selas  SAS  1998  Term  Loan   Agreement,   in  the
           outstanding  principal  amount  of  457,347.06  (Euros),
           which  matures on the Selas SAS 1998 Term Loan  Maturity
           Date (as  defined  in the Credit  Agreement,  as amended
           hereby);

      (ii) The  Selas  SAS  2000  Term  Loan   Agreement,   in  the
           outstanding  principal amount of E1,051,895.02  (Euros),
           which  matures on the Selas SAS 2000 Term Loan  Maturity
           Date (as  defined  in the Credit  Agreement,  as amended
           hereby); and

      (iii)The Overdraft  Facility,  in the  outstanding  principal
           amount of  E5,976,854.11  (Euros),  which matures on the
           Supplemental  Credit Facility  Maturity Date (as defined
           in the Credit Agreement, as amended hereby).

           1.1.3The Borrower,  the U.S. Guarantors and the European
Subsidiaries  acknowledge  and agree that as of the effective  date
of this Second  Waiver  Agreement,  they are jointly and  severally
indebted  and  liable  to the  Bank  in  respect  of the  following
outstanding  advance payment  guarantees that were issued under the
Waiver Agreement:

      (i)  Advance  Payment  Guaranty  in the amount of  E2,199,000
           (Euros)  to Voest  Alpine  Stahl GmbH on behalf of Selas
           SAS expiring not later than February 28, 2003;

      (ii) Advance  Payment  Guaranty  in the  amount of  Norwegian
           Kroners 1,305,000 to Sor-Norge  Aluminum AS on behalf of
           CFR expiring not later than August 31, 2002; and

      (iii)Advance  Payment  Guaranty  in the amount of  E25,192.20
           (Euros) to Vallourec  Precision Etirage on behalf of CFR
           expiring not later than November 30, 2002.

           1.1.4     The outstanding  principal amounts of the Term
Notes,   the  Revolving  Credit  Note,  the  Selas  SAS  Term  Loan
Agreements,  the APG  Facility,  the  Overdraft  Facility,  Advance
Payment   Guarantees  issued  under  the  Waiver   Agreement,   the
Supplemental  Credit  Facility  (as  hereinafter   defined),   plus
accrued  and  unpaid  interest  thereon,  all  fees  and  costs  in
connection  therewith,  all other sums  payable  by the  Borrowers,
the U.S.  Guarantors and/or the European  Subsidiaries to the Bank,
whether under the 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 and all  other  Obligations  (as such  term is
used in the Loan  Documents)  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
U.S.  Guarantors and the European  Subsidiaries  hereby acknowledge
and  agree  that as of the date of this  Second  Waiver  Agreement:
(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  (as such term is defined in the
Waiver  Agreement)  were  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  in  the  Waiver  Agreement,  the  Bank  would  have  been
entitled  immediately,  and without  further  notice or declaration
to  the   Borrower,   the   U.S.   Guarantors,   or  the   European
Subsidiaries  not to make any  further  loans or  advances or issue
any   Advance   Payment   Guaranty   (as   defined  in  the  Waiver
Agreement),  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  required
notification by the Bank to the Borrower,  the U.S. 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  were  waived  with  respect  to  the   Financial
Covenant  Defaults by the  Borrower,  the U.S.  Guarantors,  and/or
the  European  Subsidiaries;  and  (vii)  to the  extent  that  the
Borrower,  any U.S.  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 have been and are hereby waived.

      1.3  Acknowledgment  of Liens  and  Priority.  The  Borrower,
the U.S.  Guarantors and the European  Subsidiaries  as of the date
of  this  Second  Waiver  Agreement   acknowledge  and  agree  that
pursuant  to  the  Loan  Documents,  as  security  for  all  of the
Obligations,  the Bank holds, and the Borrower and U.S.  Guarantors
hereby  grant and reaffirm  their prior grant of,  first  priority,
perfected   security  interests  in  and  liens  upon  all  of  the
Borrower's  and U.S.  Guarantors'  assets,  wherever  located,  now
owned or hereafter acquired,  including,  without limitation,  such
assets as more  specifically  described in the Loan Documents,  and
first priority  mortgage liens upon and security  interests in: (i)
the Pennsylvania  Property,  (ii) the Ohio Property,  and (iii) the
Minnesota  Property  (all of the  foregoing  assets  and  property,
collectively "Bank's Mortgages, Liens and Security Interests").


      1.4  Reaffirmation  of  Mortgages,  Security  Documents  and
Security  Interests.  All of the Borrower's,  the U.S.  Guarantors'
and  the  European   Subsidiaries'   respective   assets,   now  or
hereafter,  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)
(it  being  understood  that the  European  Subsidiaries'  accounts
receivable  shall be pledged,  assigned and transferred to the Bank
pursuant  to this  Second  Waiver  Agreement).  The  Borrower,  the
U.S.  Guarantors and the European  Subsidiaries 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,  each U.S.
Guarantor  and each  European  Subsidiary  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 U.S.  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 Second Waiver Agreement.

      1.5  Reaffirmation  of  Representations  and Warranties.  The
Borrower,   the  U.S.  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 Second  Waiver
Agreement.

      1.6  Reaffirmation  of Guaranties.  In  consideration  of the
undertakings  of the Bank pursuant to this Second Waiver  Agreement
and the other Loan  Documents,  the Borrower,  each U.S.  Guarantor
and each European  Subsidiary  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  U.S.  Guarantor  hereby  consent  to  the
execution and delivery by the Borrower,  the U.S.  Guarantors,  and
the European  Subsidiaries  of this Second  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,  each U.S.  Guarantor and each
European  Subsidiary  hereby waive any right it may have to contest
the validity or enforceability  of the Borrower Surety  Agreements,
Selas  SAS  Surety  Agreements,  the Selas  SAS  Guaranty,  the CFR
Guaranty  or any other Loan  Document,  for any reason  whatsoever.
The  U.S.   Guarantors   and  the  European   Subsidiaries   hereby
acknowledge  and agree that the term  'Obligations,'  as defined in
their  respective  Borrower  Surety  Agreements  and the  Selas SAS
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  U.S.  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 now or hereafter  executed in
connection  with the  Advance  Payment  Guarantees  that may now or
hereafter  be issued by the Bank on behalf of Selas SAS,  the other
Loan Documents,  or otherwise.  The Borrower,  each U.S.  Guarantor
and each  European  Subsidiary  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  U.S.  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 Second Waiver Agreement.

      1.7  Bank  Has  No   Obligation   to   Extend   Waiver.   The
Borrower,   the  U.S.  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  in the first  Waiver  Agreement  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 U.S.  Guarantors  and the European
Subsidiaries   hereby   acknowledge   and  agree  that   except  as
expressly  provided  herein  and in the other Loan  Documents,  the
Bank shall  have no duty to issue any  advance  payment  guarantees
to or for the  benefit of  Borrower,  the U.S.  Guarantors,  and/or
the  European  Subsidiaries,  or provide  overdraft  financing  for
Borrower, U.S. Guarantors, and/or the European Subsidiaries.

             ARTICLE II - AMENDMENTS TO LOAN DOCUMENTS

      2.1  New  Definitions.  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):

      'Advance  Payment  Guarantees'  shall  mean  advance  payment
      guarantees  issued or  requested  to be issued by the  London
      Branch  subject  to the  terms  and  conditions  of the  Loan
      Documents.

      'Second  Waiver  Agreement'  shall mean that  certain  Second
      Waiver and  Amendment  Agreement  dated as of April 15, 2002,
      by and among,  the Bank, the Borrower,  the U.S.  Guarantors,
      and the  European  Subsidiaries,  as the same may be  amended
      from time to time.

      'Selas SAS  Facility'  shall have the  meaning  given to such
      term in the Second Waiver Agreement.

      'Selas  SAS Term  Loan 1998  Maturity  Date'  shall  mean the
      earlier to occur of (i)  February  27,  2003 or (ii) the date
      on which a Selas SAS  Transfer  Event occurs if, on or before
      the date of such Selas Transfer  Event,  all  liabilities and
      obligations  of Selas  SAS under the Selas SAS 1998 Term Loan
      Agreement  and the Selas SAS 2000  Term Loan  Agreement  (and
      the  related   instruments  and  agreements)  have  not  been
      transferred to and fully assumed by the Borrower,  subject to
      documentation acceptable to the Bank in its sole discretion.

      'Selas  SAS 2000  Term Loan  Maturity  Date'  shall  mean the
      earlier to occur of (i)  January 12, 2005 or (ii) the date on
      which a Selas SAS Transfer  Event occurs if, on or before the
      date  of such  Selas  Transfer  Event,  all  liabilities  and
      obligations  of Selas  SAS under the Selas SAS 1998 Term Loan
      Agreement  and the Selas SAS 2000  Term Loan  Agreement  (and
      the  related   instruments  and  agreements)  have  not  been
      transferred to and fully assumed by the Borrower,  subject to
      documentation acceptable to the Bank in its sole discretion.

      'Selas SAS  Transfer  Event'  shall mean a sale,  transfer or
      assignment  of all or  substantially  all  of the  assets  or
      equity share capital of Selas SAS.

      'Supplemental  Credit  Facility' shall have the meaning given
      to such term in Section 2.1.1 hereof.

      'Supplemental  Credit Facility  Maturity Date' means the date
      which is the earlier of: (i)  January 31,  2003;  or (ii) the
      date of any Selas SAS Transfer Event.

      'Supplemental  Credit  Facility  Note'  means the  promissory
note of the Borrower in favor of    the Bank dated  April 15,  2002
to evidence that certain credit facility provided  by the Bank
to the  Borrower in the  original  maximum  amount of Five  Million
U.S. Dollars         ($5,000,000).

      'Supplemental  Credit  Facility  Payment Date' shall mean the
      date on which the Bank has received  payment and satisfaction
      in  full  of all  principal,  interest,  fees  and  costs  in
      connection with the Supplemental  Credit Facility  (including
      all Advance Payment Guarantees issued thereunder).

      'U.S.   Guarantors'   shall  mean  those   certain   domestic
      guarantors  consisting of 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').

      2.2  Amendment  of the  Definition  of  Loan  Documents.  The
following  definitions  in the Credit  Agreement are hereby amended
and restated in their entirety, as follows:

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

      'Existing  Loan  Documents'  shall have the meaning  given to
      such term in the Second Waiver Agreement.

      'Guarantors'  shall mean  collectively,  the U.S.  Guarantors
      and the European  Subsidiaries;  and  'Guarantor'  shall mean
      each such entity.

      'Loan  Documents'  means the  Existing  Loan  Documents,  the
      Waiver  Agreement,  the Second Waiver  Agreement,  the Waiver
      Documents,  and all  documents  and  agreements  executed  in
      connection  therewith  or pursuant  thereto,  as amended from
      time to time.

      'Notes' means the Term Notes,  the Revolving Credit Note, and
      the Supplemental Credit Facility Note.

      'Obligations'  means  any and all  indebtedness,  obligations
      and  liabilities,  of any  kind,  of the  Borrower,  the U.S.
      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  (or any of
      them),  and  any  other  notes,  loan  agreements,   security
      agreements,   guarantees,   surety  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).

      'Permitted  Investments'  means that certain  permitted final
      payment  of  the  United  States  Dollar  equivalent  of  Two
      Hundred Fifty Thousand  (250,000)  Singapore  Dollars for the
      acquisition  of Lectret  Precision  Pte.  Ltd. in  accordance
      with the terms of Term Note F and the Credit Agreement.

      'Revolving Credit  Termination Date' means the earlier of (i)
      January 31,  2003 (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.

      'Rolling  Period' means,  as of any date, the fiscal quarters
included in the current fiscal year.

      'Tangible   Capital   Funds'   means,   as  of  the  date  of
      determination:  (i) the sum of Net  Worth  plus  Subordinated
      Debt of the applicable  entity and any loss from Discontinued
      Operations,  (ii) less its Intangible  Assets and any profits
      from Discontinued Operations.

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

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

      2.3  Amendments to Section 2.5 of the Credit Agreement.

           2.3.1   Amendment  to  subsection   (c)(i).   Subsection
(c)(i) of Section  2.5 of the Credit  Agreement  is hereby  amended
and restated in its entirety to read as follows:

           '(c) Revolving Credit Facility.

                (i)  In the  absence  of an  Event  of  Default  or
      Default hereunder,  the outstanding principal balance of each
      Advance shall bear interest at the following  interest  rates
      (in each  case  calculated  on the  basis of a three  hundred
      sixty (360) day year and the actual number of days elapsed):

                     (A) Each  Advance  which is a Base  Rate  Loan
      shall accrue  interest at the Base Rate plus 150 basis points
      (1.50%),  which  accrued  interest  shall be  payable  by the
      Borrower  monthly  in  arrears on the first day of each month
      and on the Revolving Credit Termination Date.

                     (B)  Each  Advance  which  is a  LIBOR  Market
      Index Loan shall  accrue  interest at the LIBOR  Market Index
      Rate plus 250 basis points  (2.50%),  payable by the Borrower
      monthly  in arrears on the first day of each month and on the
      Revolving  Credit  Termination  Date.  Upon and following the
      Supplemental  Credit Facility  Payment Date,  interest on the
      outstanding  principal of each Advance  shall accrue at LIBOR
      Market Index Rate plus 200 basis points (2.00%).

                     (C) Each  Advance  which is a LIBOR Loan shall
      bear  interest  at the  LIBOR  Adjusted  Rate  plus 250 basis
      points (2.50%),  payable by the Borrower  monthly on the last
      day of the  applicable  Interest  Period and on the Revolving
      Credit    Termination    Date.   Upon   and   following   the
      Supplemental  Credit Facility  Payment Date,  interest on the
      outstanding  principal of each Advance  shall accrue at LIBOR
      Adjusted Rate plus 200 basis points (2.00%).'

           2.3.2  Amendment to subsection  (d).  Subsection  (d) of
Section  2.5  of  the  Credit   Agreement  is  hereby  amended  and
restated to read as follows:

           '(d) Term Loan D. In the  absence of an Event of Default
      or Default  hereunder,  the outstanding  principal balance of
      Term Loan D shall  continue  to accrue  interest at the LIBOR
      Market Index Rate plus 250 basis points  (2.50%),  payable by
      the Borrower  monthly on the first day of each month and upon
      maturity   of  Term   Loan  D.   Upon   and   following   the
      Supplemental  Credit Facility Payment Date, and provided that
      no  Event of  Default  or  Default  has  occurred  hereunder,
      interest on the outstanding  principal balance of Term Loan D
      shall  accrue  at LIBOR  Market  Index  Rate  plus 200  basis
      points  (2.00%).  In each case,  interest  will be calculated
      on the basis of a 360-day year and the actual  number of days
      elapsed.'

           2.3.3  Amendment to subsection  (e).  Subsection  (e) of
Section  2.5  of  the  Credit   Agreement  is  hereby  amended  and
restated to read as follows:

           '(e) Term  Loan  E.  In  the  absence  of  an  Event  of
      Default  or  Default  hereunder,  the  outstanding  principal
      balance of Term Loan E shall bear  interest at the  following
      interest  rate (in each  case  calculated  on the  basis of a
      360-day year and the actual number of days elapsed):

                (i) Each  portion  of Term  Loan E which is a LIBOR
      Market  Interest  Loan  shall  accrue  interest  at the LIBOR
      Market Index Rate plus 250 basis points  (2.50%),  payable by
      the  Borrower  monthly  in  arrears  on the first day of each
      month and upon  maturity  of Term Loan E. Upon and  following
      the  Supplemental  Credit Facility Payment Date, and provided
      that no Event of Default or Default has  occurred  hereunder,
      interest on the  outstanding  principal  of Term Loan E shall
      accrue at the LIBOR  Market  Index Rate plus 200 basis points
      (2.00%).

                (ii) Each  portion  of Term Loan E which is a LIBOR
      Loan shall bear interest at the LIBOR  Adjusted Rate for such
      LIBOR  Loan plus 250 basis  points  (2.50%),  payable  by the
      Borrower  monthly  in  arrears on the first day of each month
      and upon  maturity  of Term  Loan E. Upon and  following  the
      Supplemental  Credit Facility Payment Date, and provided that
      no  Event of  Default  or  Default  has  occurred  hereunder,
      interest on the  outstanding  principal  of Term Loan E shall
      accrue at the LIBOR  Adjusted  Rate for such  LIBOR Loan plus
      200 basis points (2.00%).'

           2.3.4  Amendment to subsection  (f).  Subsection  (f) of
Section 2.5 of the Credit Agreement is amended to read as follows:

           '(f) Term Loan F.

                (i)  In the  absence  of an  Event  of  Default  or
      Default  hereunder,  each  Singapore  Dollar Loan  comprising
      Term  Loan F shall  bear  interest  at the  Singapore  Dollar
      Offer  Rate for such  Singapore  Dollar  Loan  plus 250 basis
      points  (2.50%),  payable by the  Borrower on the last day of
      the  applicable  Interest  Period and upon  maturity  of Term
      Loan F. Upon and following the  Supplemental  Credit Facility
      Payment  Date,  and  provided  that no  Event of  Default  or
      Default has occurred  hereunder,  interest on the outstanding
      principal of each  Singapore  Dollar Loan shall accrue at the
      Singapore  Dollar Offer Rate for such  Singapore  Dollar Loan
      plus 200 basis points (2.00%).  In each case,  interest shall
      be  calculated  on the basis of a 360-day year and the actual
      number of days elapsed.

                (ii)  If the  Borrower  shall  fail to  select  the
      duration  of any  Interest  Period for any  Singapore  Dollar
      Loan in accordance  with the  provisions  of this  Agreement,
      the Bank will  forthwith  so notify the  Borrower,  whereupon
      such Singapore  Dollar Loan will  automatically,  on the last
      day  of  the  Interest  Period   therefor,   convert  into  a
      Singapore Dollar Loan having a one-month Interest Period.'

      2.4  New  subsection  (h) to Section 9.1.  Subsection  (h) is
hereby added to section 9.1 of the Credit Agreement as follows:

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

      2.5  Supplemental   Credit  Facility.   Section  2.1  of  the
Credit  Agreement is hereby amended by adding,  at the end thereof,
new Sections 2.1.1 through 2.1.10, as follows:

      '2.1.1    Supplemental   Credit  Facility.   Subject  in  all
      events to the terms,  conditions  and covenants  contained in
      this  Section  2.1  and  Article  IV  of  the  Second  Waiver
      Agreement  and in the other  Waiver  Documents,  and provided
      that there is no default,  Default or Event of Default  under
      any of the Loan Documents,  the Bank agrees to make available
      to the Borrower a credit facility (the  'Supplemental  Credit
      Facility')  in the  maximum  aggregate  amount of Two Million
      U.S. Dollars  ($2,000,000) (the 'Supplemental Credit Facility
      Sub-Limit')  until such time as the  conditions  specified in
      Section 2.1.3 hereof have been  satisfied,  at which time the
      maximum aggregate amount of the Supplemental  Credit Facility
      shall be increased to Five Million U.S. Dollars  ($5,000,000)
      (the   'Supplemental   Credit  Facility   Limit');   provided
      however,  that at no time  shall  the  outstanding  loans  or
      advances under the  Supplemental  Credit  Facility exceed Two
      Million U.S. Dollars ($2,000,000).

      2.1.2Selas  SAS  Facility.  Subject  in  all  events  to  the
      terms,  conditions  and  covenants  contained in this Section
      2.1 and Article IV of the Second Waiver  Agreement and in the
      other  Waiver  Documents,  and  provided  that  there  is  no
      default,  Default or Event of  Default  under any of the Loan
      Documents,   and  provided   further  that  the   outstanding
      principal  balance of the Overdraft  Facility shall have been
      permanently  reduced  to an  amount  that is less  than  Five
      Million Nine Hundred and  Seventy-Six  Thousand Eight Hundred
      and  Fifty-Four  Dollars  and  11/100  Euros  (E5,976,854.11)
      ('Overdraft  Facility Limit'), the Bank agrees to cause to be
      issued by the Bank's  London  Branch,  upon  request of Selas
      SAS,   Advance  Payment   Guarantees   under  the  Selas  SAS
      Facility,  in an  aggregate  amount  not to  exceed  (i)  the
      Overdraft  Facility Limit,  less (ii) the aggregate amount of
      the  outstanding  Advance  Payment  Guarantees that have been
      issued  under  the  Selas SAS  Facility  and the  outstanding
      principal  balance of the Overdraft  Facility,  together with
      accrued  and  unpaid  interest  thereon,  at the time of each
      request for issuance of an Advance  Payment  Guarantee  under
      the  Selas  SAS  Facility;   provided  that,  such  requested
      Advance  Payment  Guarantee,   together  with  the  aggregate
      amount of all Advance Payment  Guarantees  outstanding  under
      the  Supplemental  Credit Facility and the Selas SAS Facility
      shall not exceed Six  Million  Three  Hundred  Thousand  U.S.
      Dollars   ($6,300,000).   From  and  after  April  15,  2002,
      extensions of credit under the Selas SAS Facility  shall only
      be permitted,  if at all, for the issuance of Advance Payment
      Guarantees  by the  Bank's  London  Branch  and  shall not be
      available for any cash borrowing.

      2.1.3Specific  Conditions   Precedent  to  Availability  of
      Supplemental Credit Facility.  The Bank's obligation:  (i) to
      make  loans,  advances  or  extensions  of  credit  under the
      Supplemental  Credit  Facility,  or (ii) to cause the  Bank's
      London Branch to issue any Advance  Payment  Guarantee  under
      the  Supplemental  Credit Facility in the aggregate amount in
      excess of the  Supplemental  Credit  Facility  Sub-Limit,  or
      (iii) to issue any Advance Payment  Guarantee under the Selas
      SAS  Facility,  is  subject,  in  each  case,  to  the  prior
      satisfaction  of all of the  following  conditions  precedent
      which the  Borrower,  the U.S.  Guarantors,  and the European
      Subsidiaries  acknowledge  are material  (provided,  however,
      that the  conditions  specified in Subsection  2.1.3(a) shall
      not apply to the issuance of Advance  Payment  Guarantees  or
      loans or advances under the  Supplemental  Credit Facility in
      an  aggregate  amount not to exceed the  Supplemental  Credit
      Facility Sub-Limit):

           (a)  The  European   Subsidiaries  shall  have  granted,
      assigned and transferred to the Bank duly  perfected,  valid,
      first-priority  security  interests  in and  liens on all now
      owned and  hereafter  acquired  accounts  receivable  and all
      other   rights   to   payment   of  money  of  the   European
      Subsidiaries,  and the  proceeds  thereof,  pursuant  to such
      agreements and documents in form and substance  acceptable in
      all  respects  to the Bank and its  counsel in their sole and
      absolute   discretion.   Such  documentation  shall  include,
      without  limitation,  representations  and  warranties of the
      European  Subsidiaries  that the billed  accounts  receivable
      (excluding   all   unbilled   and   bill-and-hold    accounts
      receivable):  have a  realizable  value  at all  times of not
      less  than  Six  Million   Euros   (E6,000,000),   are  valid
      obligations of the account debtors  thereof,  are not subject
      to any defenses,  counterclaims  or reduction,  and are fully
      collectible.  The European  Subsidiaries  shall have provided
      an opinion of their  counsel as to the  validity,  perfection
      and  enforceability  of such  security  interests  and  liens
      acceptable  to the Bank  and its  counsel  in their  sole and
      absolute discretion.

           (b)  For each  Advance  Payment  Guaranty,  the European
      Subsidiaries,  the  Borrower  and the U.S.  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,  the Borrower,  the U.S.  Guarantors  and the
      other European  Subsidiary,  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,  as the Bank  determines  in
      its sole and absolute discretion;

                (ii) a General Counter Indemnity,  duly executed by
      the  particular  European  Subsidiary  on whose  behalf  such
      Advance Payment  Guaranty will be issued,  the Borrower,  the
      U.S.  Guarantors and the other European  Subsidiary that will
      include such terms and  conditions as the Bank  determines in
      its sole and absolute discretion; and

                (iii)such other  documents as the Bank, in its sole
      discretion,  may  require,  including,  but not  limited to a
      legal  opinion from counsel to the European  Subsidiaries  in
      form and substance acceptable to the Bank.

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

           (d)  The  requirements  of  Article  IV  of  the  Second
      Waiver Agreement shall have been satisfied.

      2.1.4Advances.  The  Borrower  shall  give the  Bank  written
      notice  (which  notice  may  be  transmitted  by  telecopier,
      provided  that the Bank receives an original  request  within
      24 hours  thereafter)  not later than eleven o'clock  (11:00)
      a.m. on the date of each  requested loan or advance under the
      Supplemental Credit Facility.

      2.1.5Conversion of Currency.  In the case of loans,  advances
      or  extensions  of  credit  for the  issuance  of an  Advance
      Payment  Guaranty under the  Supplemental  Credit Facility or
      the Selas SAS  Facility,  any amount  required  to be paid in
      U.S.  Dollars may be converted and made available in Euros at
      the applicable  conversion rate for Euros on the date of such
      advance as determined by the Bank.

      2.1.6Assignment of Foreign Accounts Receivable.

           (a)  Each European  Subsidiary shall provide to the Bank
      on the  20th  day of each  month  updated  detailed  accounts
      receivable  aging  reports  as of the last  day of the  prior
      month which shall include  without  limitation:  (i) the name
      of the  account  debtor;  (ii)  the  address  of the  account
      debtor;  (iii)  the date of the  invoice;  (iv)  the  invoice
      number;  and  (v) a  description  of the  goods  or  services
      furnished by the European Subsidiary.

           (b)  Each  European  Subsidiary  hereby agrees to assign
      all of its  accounts  receivable  and  rights to  payment  of
      money,  now existing and  hereafter  arising,  to the Bank as
      such  accounts  receivable or other right to payment of money
      arise  or  are  created.  The  European  Subsidiaries  hereby
      authorize the Bank to immediately  notify any account debtor,
      or person owing money to each European Subsidiary,  from time
      to  time,  (i) of the  assignment,  and  (ii)  to the  extent
      necessary  to create,  attach or perfect the Bank's  security
      interests  and liens,  or upon an Event of Default,  to remit
      payment on the  account  or  contract  directly  to the Bank.
      The Bank  shall  release  to the  European  Subsidiaries  all
      payments   on  the   European   Subsidiaries'   accounts   or
      contracts,  to the extent  received by the Bank, if, and only
      if: (i) an Event of Default  has not  occurred,  or (ii) such
      release of payments  will not impair or render  unenforceable
      the   creation,   attachment  or  perfection  of  the  Bank's
      security   interests  in  and  liens  on  such   accounts  or
      contracts.

           (c)  If an Event of  Default  (as  defined in Article VI
      of  the  Second   Waiver   Agreement)   shall  occur  and  be
      continuing,  any payment received by the Bank from an account
      debtor  of a  European  Subsidiary  shall be  applied  in the
      following  order:  (i) first,  to pay and satisfy in full the
      outstanding  principal under the Overdraft Facility (together
      with accrued interest and fees thereon),  (ii) second, to pay
      and  satisfy  in full the  outstanding  principal  under  the
      Supplemental  Credit Facility (together with accrued interest
      and fees thereon),  and (iii) then to such Obligations as the
      Bank may determine in its sole discretion.

           (d)  The Borrower,  the European  Subsidiaries,  and the
      U.S.  Guarantors  agree  that the Bank,  or its  accountants,
      shall at all times  have the right to  confirm  orders and to
      verify  any or all of  the  European  Subsidiaries'  accounts
      receivable  and rights to payment of money by contacting  the
      appropriate debtor.

           (e)  Upon written  request from the Bank,  each European
      Subsidiary  shall  deliver  to the Bank  copies  of  purchase
      orders, invoices,  contracts,  shipping and delivery receipts
      and any other  document  or  instrument  which  evidences  or
      gives rise to an account receivable.

      2.1.7Selas SAS  Transfer  Event.  The  proceeds  of any Selas
      SAS Transfer  Event shall,  in all events,  be applied in the
      following  order:  (i) first,  to pay and satisfy in full the
      entire   outstanding   balance  of  the  Overdraft   Facility
      (together  with  accrued  interest  and fees  thereon);  (ii)
      second,  to pay and satisfy in full the  outstanding  balance
      of the  Supplemental  Credit Facility  (together with accrued
      interest  and fees  thereon),  if any;  and (iii)  third,  to
      repay any loans or  advances  made by the  Borrower  to Selas
      SAS.  Upon a Selas SAS  Transfer  Event,  the  Borrower,  the
      European  Subsidiaries  and the U.S.  Guarantors  shall cause
      all  outstanding  Advance  Payment  Guarantees that have been
      issued  for  the  benefit  of  Selas  SAS  to  be  cancelled,
      terminated  and  surrendered to the London Branch without any
      amounts having been drawn thereunder.

      2.1.8Commitment   Fee.  On  the  earlier  to  occur  of:  (i)
      January 31, 2003;  or (ii) the date of any Selas SAS Transfer
      Event,  the Borrower  shall pay to the Bank a  non-refundable
      commitment  fee in the  aggregate  amount of One  Hundred and
      Fifty Thousand U.S.  Dollars  ($150,000) plus an amount equal
      to two percent  (2.0%) of that portion of the gross price for
      the Selas SAS  Transfer  in  excess  of Seven  Million  Euros
      (E7,000,000).  The  Borrower,  the  U.S.  Guarantors  and the
      European  Subsidiaries  hereby acknowledge and agree that the
      commitment fee payable  hereunder is fully earned on the date
      hereof,  is  non-refundable  and  constitutes  a part  of the
      Obligations,  and is in addition to any other fees payable by
      the   Borrower,   the  U.S.   Guarantors   and  the  European
      Subsidiaries under the Loan Documents.

      2.1.9Unused  Facility  Fee.  The  Borrower  shall  pay to the
      Bank  a  non-refundable  facility  fee  of  25  basis  points
      (0.25%) per annum on the unused  portion of the  Supplemental
      Credit Facility (based upon the Supplemental  Credit Facility
      Sub-Limit  until  such time as the  conditions  contained  in
      Section  2.1.3  hereof have been  satisfied,  then based upon
      the Supplemental  Credit Facility Limit, in each case whether
      or  not  in  effect),   from  the  date  hereof  through  the
      Supplemental  Credit Facility  Maturity Date,  which facility
      fee  shall be due and  payable  at the  offices  of the Bank,
      quarterly  in  arrears,  on the  first  day of each  January,
      April,  July,  and  October,  as  billed  by  the  Bank.  The
      Borrower,  the U.S. Guarantors and the European  Subsidiaries
      hereby  acknowledge  and agree that the  facility fee payable
      under this  Subsection  is fully  earned on the date such fee
      is due and payable,  as provided  herein,  is  non-refundable
      and  constitutes  a  part  of  the  Obligations,  and  is  in
      addition to any other fees payable by the Borrower,  the U.S.
      Guarantors  and the  European  Subsidiaries  under  the  Loan
      Documents.'

      2.1.10    Financial Information.

      (a)  On or before May 10, 2002,  the Borrower shall provide a
      report to the Bank from its  independent  consultants,  which
      shall  include:   (i)  an  analysis  and  assessment  of  the
      financial  projections  for (a) the  Borrower's  consolidated
      operations  and (b) the  Discontinued  Operations,  including
      the balance sheet, income statement,  statement of cash flows
      and the  related  underlying  assumptions  for each,  (ii) an
      analysis  of  the  current  status  of  major   international
      contracts of the European  Subsidiaries,  including,  but not
      limited to, an assessment  of the budgeted to actual  results
      against targeted milestones and projected profitability,  and
      (iii)  such  other  information  as may be  requested  by the
      Bank; and

      (b)  On a monthly  basis  commencing  on the first full month
      after the date  hereof,  the  Borrower  shall  provide to the
      Bank  its   detailed   actual  cash  flow   statements   (the
      'Statements'),  and a comparison of such actual Statements to
      the  Borrower's  projected  Statements  for its  fiscal  year
      2002,  previously delivered to the Bank ('2002 Budget'),  for
      the discontinued  operations of Selas SAS, Selas UK and Selas
      Italiana  (the  'Discontinued  Operations'),  the  Borrower's
      consolidated   domestic   operations   and   the   Borrower's
      consolidated  European  operations.  Such  actual  Statements
      and  comparison of actual to 2002 Budget shall be in the same
      form as the  2002  Budget,  and  shall  be  delivered  by the
      Borrower  to the Bank no later  than the 20th day  after  the
      end of each month.

      2.6  Supplemental  Credit  Facility Note.  Section 2.2 of the
Credit  Agreement is hereby amended by adding new subsection  2.2.4
after subsection 2.2.3:

      '2.2.4    Supplemental  Credit Facility.  The indebtedness of
      Borrower  under the  Supplemental  Credit  Facility  shall be
      evidenced by the Supplemental Credit Facility Note.'

      2.7  Use  of  Proceeds  of  Supplemental   Credit   Facility.
Section  2.3  of  the  Credit  is  hereby  amended  by  adding  the
following new subsection 2.3.2 after subsection 2.3.1:

      '2.3.2    Supplemental  Credit  Facility.   The  Supplemental
      Credit  Facility  shall  be  used  solely  for:  (i)  working
      capital and general corporate  purposes of the Borrower,  the
      U.S.  Guarantors and the European  Subsidiaries;  or (ii) the
      issuance  of advance  payment  guarantees  for the benefit of
      the European Subsidiaries.'

      2.8  Interest under  Supplemental  Credit  Facility.  Section
2.5 of the Credit is hereby  amended by adding  the  following  new
subsection (g) after subsection (f):

      (g)  Supplemental Credit Facility.  The outstanding principal
      balance  of  each  loan or  advance  under  the  Supplemental
      Credit  Facility  (excluding fees for the issuance of Advance
      Payment  Guarantees)  shall  accrue  interest  at  the  LIBOR
      Market Index Rate plus 325 basis points  (3.25%),  payable by
      the  Borrower  on the first day of each month in arrears  and
      on the Supplemental Credit Facility Maturity Date.

      2.9  Subsection  2.5(h)  Former  subsection  2.5(g) is hereby
redesignated as subsection  2.5(h);  and the references  therein to
'subsections  (a),  (b),  (c),  (d),  (e) and  (f)'  and  'Sections
2.5(a),  (b),  (c),  (d),  (e) and  (f)'  are  hereby  amended  and
restated to read  'subsections  (a),  (b),  (c),  (d), (e), (f) and
(g)'  and  'Sections  2.5(a),  (b),  (c),  (d),  (e) (f) and  (g)',
respectively.

      2.10 Amended  Financial  Covenants.  Subsections 6.15 through
6.18 of the Credit  Agreement  are hereby  amended and  restated to
read as follows:

      6.15 Consolidated  Tangible  Capital Funds.  Maintain,  as of
      the last day of each  fiscal  quarter,  commencing  March 31,
      2002,  Consolidated  Tangible  Capital Funds for the Borrower
      and  its   Consolidated   Subsidiaries   of  not  less   than
      Twenty-Two Million U.S. Dollars ($22,000,000),  increasing on
      a quarterly basis,  commencing on the last day of each fiscal
      quarter,  on a cumulative  basis,  by: (i) an amount equal to
      one hundred  percent  (100%) of  cumulative  net  earnings of
      continuing  operations  on and after  April 1, 2002  (with no
      reduction for losses),  (ii) plus one hundred  percent (100%)
      of  contributions to capital on or after April 1, 2002, (iii)
      plus one hundred percent (100%) of any  subordinated  debt on
      or after April 1, 2002, and (iv)  excluding  losses solely as
      a result of currency  translation (up to a maximum cumulative
      loss  of  Seven  Hundred  and  Fifty  Thousand  U.S.  Dollars
      ($750,000)).

      6.16 Consolidated   Total   Liabilities   and   Contingent
      Liabilities   to   Consolidated   Tangible   Capital   Funds.
      Maintain,  as of the last day of each fiscal quarter, a ratio
      of (a)  Consolidated  Total  Liabilities  of the Borrower and
      its   Consolidated    Subsidiaries    plus   the   Contingent
      Liabilities   of  Selas  SAS  which  are  guaranteed  by  the
      Borrower,  to (b) Consolidated  Tangible Capital Funds of the
      Borrower and its Consolidated Subsidiaries,  of not more than
      2.50 to 1.0.

      6.17 Consolidated  Current  Ratio.  Maintain,  as of the last
      day of each fiscal quarter,  a Consolidated  Current Ratio of
      not less than 1.10 to 1.0.

      6.18 Consolidated Fixed Charge Coverage Ratio.  Maintain,  as
      of the  last  day of each  fiscal  quarter,  a  Fixed  Charge
      Coverage   Ratio  for  the  Borrower  and  its   Consolidated
      Subsidiaries,  excluding Discontinued Operations,  of 1.25 to
      1.0 for the preceding Rolling Period.

      2.11 New  Financial   Covenants.   The  Credit  Agreement  is
hereby  amended  by adding new  Subsections  6.22  through  6.26 as
follows:

      6.22 Accounts    Receivable    of   European    Subsidiaries.
      Maintain,   at  all   times,   billed   accounts   receivable
      (excluding   all   unbilled   and   bill-and-hold    accounts
      receivable)  of the  European  Subsidiaries  in an amount not
      less than Six Million Euros (E6,000,000).

      6.23 Financial   Information  of   Discontinued   Operations.
      Within  twenty  (20)  days  after  the end of each  month and
      within  thirty-five  (35) days after the end of each quarter,
      the Borrower shall provide to the Bank its monthly  financial
      statements or quarterly financial statements,  as applicable,
      including  balance sheets and income  statements,  pertaining
      to the  Discontinued  Operations,  together with year to date
      financial statements, of its Discontinued Operations.

      6.24 Monthly  Net  Losses  on  Discontinued  Operations.  The
      Borrower's  monthly net losses from  Discontinued  Operations
      shall  not  exceed  One   Hundred   Thousand   U.S.   Dollars
      ($100,.000)  on a  monthly  basis.  Within  twenty  (20) days
      after the end of each month and within  thirty-five (35) days
      after the end of each quarter,  the Borrower shall provide to
      the Bank a written  certification  of its compliance with the
      financial covenant in this Section 6.24.

      6.25 Quarterly  Net Losses on  Discontinued  Operations.  The
      Borrower's quarterly net losses from Discontinued  Operations
      shall not exceed: (i) Four Hundred and Seventy-Five  Thousand
      U.S. Dollars  ($475,000) for the first quarter of fiscal year
      2002, (ii) Two Hundred Thousand U.S.  Dollars  ($200,000) for
      the second  quarter of fiscal  year 2002,  (iii) Two  Hundred
      and Fifty  Thousand  U.S.  Dollars  ($250,000)  for the third
      quarter of fiscal year 2002,  and (iv) One  Hundred  Thousand
      U.S.  Dollars  ($100,000)  for the  fourth  quarter of fiscal
      year  2002.  Within  thirty-five  (35) days  after the end of
      each fiscal  quarter,  the Borrower shall provide to the Bank
      a written  certification of its compliance with the financial
      covenant in this Section 6.24.

      2.12 Acquisitions.  Section  7.8 of the Credit  Agreement  is
hereby amended and restated in its entirety as follows:

      7.8  Acquisitions  and  Investments.  Purchase  or  otherwise
      acquire   (including  without  limitation  by  way  of  share
      exchange)  any part or amount of the  capital  stock,  equity
      share  capital or assets of, or make any  investments  (other
      than  the  Permitted  Investments)  in,  any  other  firm  or
      corporation;  or enter into any new  business  activities  or
      ventures not  directly  related to its present  business;  or
      merge  or  consolidate   with  or  into  any  other  firm  or
      corporation;  or create any subsidiary  corporations or joint
      ventures; or permit the Borrower's Consolidated  Subsidiaries
      to  do  any  of  the   foregoing   (any   of  the   foregoing
      transactions  being referred to herein as an  'Acquisition'),
      without the prior written approval of the Bank.

      2.13 Capital   Expenditures.   Section   7.9  of  the  Credit
Agreement  is  hereby  amended  and  restated  in its  entirety  as
follows:

      7.9  Capital  Expenditures.  Make Capital  Expenditures  (not
      including  Acquisitions)  in  excess  of  One  Million  Eight
      Hundred Thousand U.S.  Dollars  ($1,800,000) in the aggregate
      for the Borrower's  Consolidated  Subsidiaries  in any fiscal
      year without the prior written approval of the Bank.

      2.14 Cross  Default.  The Loan  Documents are hereby  amended
to provide  that an Event of  Default  or a Default  under any Loan
Document  is an Event of Default  or Default  under all of the Loan
Documents,  and upon such Event of Default or Default  the Bank may
exercise  its  remedies  as  provided  in such  Loan  Documents  or
applicable law.

                ARTICLE III - FAILURE OF CONDITIONS

      3.1  Failure of Conditions.  The Borrower acknowledges and
agrees that it failed to satisfy the conditions precedent for
issuance of Advance Payment Guarantees as set forth in Section
4.2.2 of the Waiver Agreement; and as a result of such failure,
the Bank has no obligation to issue any Advance Payment Guaranty
described in Section 4.1 of the Waiver Agreement (other than the
Advance Payment Guarantees described in the Supplemental Credit
Facility or the Selas SAS Facility, subject to the satisfaction
of the terms and conditions set forth in this Second Waiver
Agreement).

                 ARTICLE IV- CONDITIONS PRECEDENT

      The effectiveness of this Second Waiver Agreement and the
Bank's obligations hereunder are conditioned upon the fulfillment
by the Borrower, the U.S. Guarantors and the European
Subsidiaries of all of the following express conditions precedent:

      4.1  Documents to be Delivered to the Bank.  The Borrower,
the U.S. 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 2.1.2 hereof and the following documents:

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

           (b)  the Supplemental Credit Facility Note;

           (c)  An Unconditional Guaranty and Suretyship Agreement
duly executed by Selas SAS, as guarantor and surety for all
indebtedness, liabilities and obligations of the Borrower, the
U.S. Guarantors and CFR to the Bank (collectively, the 'Selas SAS
Guaranty');

           (d)  An Unconditional Guaranty and Suretyship Agreement
duly executed by CFR, as guarantor and surety for all
indebtedness, liabilities and obligations of the Borrower, the
U.S. Guarantors and Selas SAS to the Bank (collectively, the 'CFR
Guaranty');

           (e)  Sixth Amendment to First Mortgage and Security
Agreement, duly executed by Borrower as Mortgagor (with respect
to the Pennsylvania Property), which shall, among other things,
increase the amount of the mortgage to include the maximum amount
of the Supplemental Credit Facility;

           (f)  Sixth Amendment to First Mortgage and Security
Agreement, duly executed by Borrower as Mortgagor (with respect
to the Ohio Property), which shall, among other things, increase
the amount of the mortgage to include the maximum amount of the
Supplemental Credit Facility;

           (g)  Third Amendment to Mortgage, Security Agreement
and Fixture Financing Statement, duly executed by RTI as
Mortgagor (with respect to the Minnesota Property), which shall,
among other things, increase the amount of the mortgage to
include the maximum amount of the Supplemental Credit Facility;

           (h)  Amended and Restated Facility Agreement, with
respect to the Overdraft Facility;

           (i)  Amended and Restated Selas SAS 1998 Term Loan
Agreement;

           (j)  Amended and Restated Selas SAS 2000 Term Loan
Agreement;

           (k)  A Certification of Authority executed by the
Secretary of each of the Borrower, the U.S. 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 Second 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 U.S. Guarantors, and
the European Subsidiaries, certified by their respective
Secretaries, authorizing and approving this Second Waiver
Agreement, and the documents and payments specified herein;

           (l)  Opinions of counsel for each of the Borrower and
the U.S. Guarantors, satisfactory to the Bank and counsel to the
Bank in all respects; and

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

      4.2  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 this Second Waiver
Agreement, the Waiver Documents, and (iii) the other Loan
Documents.

            ARTICLE V - REPRESENTATIONS AND WARRANTIES

           To induce the Bank to enter into this Second Waiver
Agreement and as partial consideration for the terms and
conditions contained herein, the Borrower, the U.S. 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 Second Waiver Agreement and
all of the other documents executed in connection herewith:

      5.1  Organization; Authorization; and Location.

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

      5.2  Valid and Binding Agreement.   This Second 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.

      5.3  Compliance with Laws.   The Borrower, each U.S.
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.

      5.4  No Conflict; Government Approvals.  The execution,
delivery and performance by the Borrower, each U.S. Guarantor,
and the European Subsidiaries of this Second 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 Second Waiver Agreement.

      5.5  Third Party Consents.  The execution, delivery and
performance by the Borrower, each U.S. Guarantor, and each
European Subsidiary of this Second 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 Second 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.

      5.6  Accounts Receivable.  The Borrower, the U.S.
Guarantors, and the European Subsidiaries hereby agree that the
list of accounts receivable of the European Subsidiaries attached
to this Second Waiver Agreement as Exhibit 'A' hereto, is true,
correct and complete as of March 31, 2002.

      5.7  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 U.S. 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 Second Waiver Agreement and the documents
executed in connection herewith.

      5.8  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.

      5.9  No Untrue or Misleading Statements.  Neither this
Second 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.

      5.10 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 Loan Documents.

                  ARTICLE VI - EVENTS OF DEFAULT

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

      6.1  Borrower's Failure to Pay.    The Borrower, any U.S.
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.

      6.2  Breach of Covenants.  The Borrower, any U.S. Guarantor,
or any European Subsidiary shall fail to perform or observe any
covenant, term or agreement in the Waiver Agreement, this Second
Waiver Agreement, the other Waiver Documents or any other Loan
Document or is in violation of or non-compliance with any
provision of the Waiver Agreement, this Second Waiver Agreement,
the other Waiver Documents or any other Loan Document after the
expiration of any applicable cure period, if any, set forth in
any such Loan Document with respect to such covenant, term or
agreement.

      6.3  Defaults in Other Material Agreements.  There shall
occur any default under, or as defined in, any other material
agreement applicable to the Borrower, any U.S. Guarantor, or any
European Subsidiary or by which the Borrower, any U.S. 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.

      6.4  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 U.S. 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.

      6.5  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
U.S. Guarantor, and/or each European Subsidiary in this Second
Waiver Agreement or any other Loan Document or in any certificate
or other writing delivered under or pursuant to this Second
Waiver Agreement or any other Loan Document, or in connection
with any provision of this Second Waiver Agreement or related to
the transactions contemplated hereby shall prove to have been
false or incorrect or breached in any material respect.

      6.6  Bankruptcy.

           (a)  The Borrower, any U.S. 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 U.S. 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 U.S. Guarantor or any European
Subsidiary or a substantial part of any of its/their assets.

      6.7  Failure to Pay Taxes.  The Borrower, any U.S.
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.

      6.8  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 VII - REMEDIES

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

      7.1  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 U.S. Guarantors, and/or
the European Subsidiaries.

      7.2  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') and/or other
applicable law.  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 U.S. 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.

      7.3  Power of Attorney.  The Borrower, each U.S. 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 U.S. Guarantor, and the
European Subsidiaries, with power to, at the Bank's option and at
the expense and liability of the Borrower, the U.S. Guarantors,
and the European Subsidiaries:  (a) sign, for the Borrower, any
U.S. Guarantor, and/or the European Subsidiaries, financing,
continuation or amendment statements pursuant to the Code; (b)
endorse the name of the Borrower, any U.S. 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 U.S. 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 U.S. Guarantor, and/or the
European Subsidiaries might or could do.  The Borrower, the U.S.
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.

      7.4  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 U.S. 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 loans or advances or payments so made or expenses so
incurred by the Bank.



                ARTICLE VIII - GENERAL RELEASE

      EFFECTIVE UPON THE BORROWER, THE U.S. 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 SECOND WAIVER AGREEMENT.



                    ARTICLE IX - MISCELLANEOUS

      9.1  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.

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

           9.2.1This Second 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.

           9.2.2      The Bank, the Borrower, the U.S. Guarantors,
and the European Subsidiaries agree that all actions or
proceedings arising in connection with this Second 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 U.S. 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.

           9.2.3The Bank, the Borrower, the U.S. 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 Second Waiver Agreement.

           9.2.4The Bank, the Borrower, the U.S. 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 Second 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 U.S. 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.

           9.2.5The Bank, the Borrower, the U.S. Guarantors, and
the European Subsidiaries hereby acknowledge and agree that this
Section is a specific and material aspect of this Second Waiver
Agreement and that neither the Bank, the Borrower, any U.S.
Guarantor, nor any European Subsidiary would enter into this
Second Waiver Agreement if the waivers set forth in this section
were not a part of thereof.

      9.3  Cooperation; Other Documents.  At all times following
the execution of this Second Waiver Agreement, the Borrower, each
U.S. 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 Second Waiver
Agreement and the documents comprising or relating to this Second
Waiver Agreement.

      9.4  Remedies Cumulative; No Waiver.  The rights, powers and
remedies of the Bank in this Second 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.

      9.5  Notices.  Any notice given pursuant to this Second
Waiver Agreement or pursuant to any document comprising or
relating to this Second 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 U.S. 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:

                Wachovia Bank, N.A.
                123 South Broad Street-PA1246
                Philadelphia, PA 19109
                Attn: Kathleen M. Hedrich, VP

                Telecopy Number: 215-670-6646

           With a copy to:

                Duane Morris, 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.

      9.6  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
Second Waiver Agreement and the other Loan Documents shall
continue in the full force and effect, and the Borrower, each
U.S. 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 Second 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.

      9.7  Costs, Expenses and Attorneys' Fees.   The Borrower,
the U.S. Guarantors, and the European Subsidiaries agree to pay
on demand by the Bank, all reasonable out-of-pocket fees, costs
and expenses incurred by the Bank, including, without limitation,
all reasonable costs and expenses and all reasonable fees and
expenses of counsel for the Bank in connection with: (i)
perfecting the Bank's interest in the foreign accounts and other
collateral; (ii) the negotiation, preparation and enforcement of
this Second Waiver Agreement, the Waiver Documents, the other
Loan Documents and all other documents and instruments executed
in connection herewith or otherwise relating to this Second
Waiver Agreement; and (iii) 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.

      9.8  Bankruptcy/Relief from Automatic Stay.  If any
bankruptcy, insolvency, reorganization or rehabilitation case or
proceeding is commenced by or against the Borrower, any U.S.
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 U.S. 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 U.S. 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 Second Waiver Agreement, the
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 U.S. 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 Second Waiver Agreement.

      9.9  Survival of Representations and Warranties.  All
representations and warranties of the Borrower, the U.S.
Guarantors, and the European Subsidiaries contained in this
Second Waiver Agreement, the 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 Second 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 Second Waiver
Agreement or the documents comprising or relating to this Second
Waiver Agreement.

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

      9.11 Integration.  This Second Waiver Agreement and all
documents and instruments executed in connection herewith or
otherwise relating to this Second 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.

      9.12 Amendment and Waiver.  No amendment of this Second
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.

      9.13 Successors and Assigns.  This Second Waiver Agreement
and the other Loan Documents: (a) shall be binding upon the Bank,
the Borrower, each U.S. 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 U.S. Guarantor, and each European Subsidiary
provided, however, that neither the Borrower nor any U.S.
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.

      9.14 Severability of Provisions.  Any provision of this
Second 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
Second Waiver Agreement are declared to be severable.  This
Second Waiver Agreement shall remain valid and enforceable
notwithstanding the invalidity, insufficiency, or
unenforceability of any other Loan Document.

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

      9.16 Joint and Several Liability.   The obligations and
liabilities of the Borrower, each U.S. Guarantor and each
European Subsidiary hereunder are joint and several.

      9.17 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 Second 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 Second
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 U.S.
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 U.S. 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.

      9.18 Counterparts; Effectiveness.  This Second 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 Second Waiver Agreement.  This Second 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.




         [Remainder of this page intentionally left blank]




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


WITNESS:                  WACHOVIA BANK, NATIONAL ASSOCIATION



                          By:
                             Name:
                             Title:


WITNESS:                  SELAS CORPORATION OF
AMERICA


                          By:
                             Name:
                             Title:


WITNESS:                  SELAS SAS


                          By:
                             Name:
                             Title:


WITNESS:                   CFR-CECF FOFUMI RIPOCHE


                          By:
                             Name:
                             Title:


WITNESS:                  DEUER MANUFACTURING, INC.


                          By:
                             Name:
                             Title:





WITNESS:                  RESISTANCE TECHNOLOGY, INC.,


                          By:
                             Name:
                             Title:


WITNESS:                  RTI EXPORT, INC.


                          By:
                             Name:
                             Title:


WITNESS:                  RTI ELECTRONICS, INC.


                          By:
                             Name:
                             Title: