EXHIBIT 10.1

                           NON-NEGOTIABLE SUBORDINATED
                           ---------------------------
                                 PROMISSORY NOTE
                                 ---------------

Date: March 31, 2005                                                 $900,000.00


         FOR VALUE RECEIVED, Selas Heat Technology Company LLC (the "Maker"), a
Delaware limited liability company, promises to pay to the order of Selas
Corporation of America (the "Holder"), a Pennsylvania corporation having a place
of business at 1260 Red Fox Road, Arden Hills, MN 55112, with payment to be made
at such address or such other place as may be designated by the Holder in
writing, the principal sum of Nine Hundred Thousand Dollars ($900,000.00), with
interest thereon at the rate of eight percent (8%) per annum from the date
hereof until the principal sum is paid in full. Accrued interest on the unpaid
principal balance hereof shall be due and payable commencing July 1, 2005 and on
the first day of each October, January, April and July thereafter. The principal
sum hereof will be paid in twelve (12) equal quarterly installments each in the
amount of $75,000 commencing on April 1, 2006 and first day of each July,
October, January and April thereafter. The principal sum hereunder is subject to
reduction in certain circumstances as described in the Purchase Agreement, as
hereinafter defined, and such a reduction shall reduce the earliest payments of
principal due hereunder.

         This Note shall, at the option of the Holder, become immediately due
and payable without notice or demand, upon the happening of any one of the
following (each, a "Default"): (a) failure to pay within ten (10) days of the
date when due any amount as herein set forth; (b) insolvency (however evidenced)
or the commission of any act of bankruptcy by the Maker; (c) the making of a
general assignment for the benefit of creditors by the Maker; (d) the filing of
any petition or the commencement of any proceeding by or against the Maker for
any relief under any bankruptcy or insolvency laws, or any laws relating to the
relief of debtors; or (e) the suspension of the transaction of the usual
business of the Maker.

         The Maker hereby waives presentment, demand for payment, notice of
dishonor and any or all other notices or demands in connection with the
delivery, acceptance, performance, default or enforcement of this Note and
hereby consents to any extensions of time, renewals, forbearances, releases of
any party to this Note, waivers or modifications that may be granted or
consented to by the Holder in respect of the time of payment or any other
provisions of this Note. No waiver or modification of the terms hereof shall be
valid unless in writing and signed by the Holder hereof, and then only to the
extent therein set forth.

         If at any time the rate of interest charged by the Holder hereof shall
exceed the maximum rate of interest permitted by an applicable law or
regulation, then, for such time as the rate would be excessive, its application
shall be suspended and there shall be charged instead the maximum rate of
interest permissible under such law or regulation.




         This Note may be prepaid in whole or in part at any time and from time
to time without premiums or penalties. Any such prepayments shall be applied
first to accrued and unpaid interest and then to the outstanding principal sum.

         Notwithstanding anything to the contrary herein, all present and future
indebtedness, obligations and liabilities of Maker under this Note shall be
subject and subordinate in right and priority of payment to all present and
future indebtedness, obligations and liabilities of Maker to Maker's current
lender in respect of borrowed money ("Current Senior Lender") under and pursuant
to the notes, documents, agreements and instruments executed and/or delivered
between Maker and Current Senior Lender and such notes, documents, agreements
and instruments, as any of them may have been and may hereafter be from time to
time amended, collectively, the "Current Senior Credit Documents", and/or to any
lender or lenders who may hereafter provide loans and/or credit facilities to
supplement, refinance or replace the credit facilities provided to Maker by
Current Senior Lender under the Current Senior Credit Documents (such
indebtedness, obligations and liabilities owed to Current Senior Lender under
the Current Senior Credit Documents and owed to any such supplemental,
replacement or refinancing lender or lenders in connection with such
supplemental, replacement or refinancing loans and/or credit facilities,
collectively, the "Senior Indebtedness"); provided that notwithstanding such
subordination, Holder may receive and retain payments hereunder (including all
regularly scheduled payments of principal and/or interest) for so long as Maker
is not in default, or by such payment would become in default, under the terms
of the Current Senior Credit Documents, or the credit agreements, documents,
agreement or instruments representing any such supplemental, replacement or
refinancing loans or credit facilities (collectively, as any of them may have
been and may hereafter be from time to time amended, the "Senior Credit
Documents"), and as a result of such default, Maker would be prohibited under
the Senior Credit Documents from making such payment; provided, however, that
Maker shall make any such payment promptly after any such default is cured. By
acceptance of this Note, the Holder covenants and agrees, for itself and on
behalf of its successors and permitted assigns, to execute and deliver from time
to time any subordination or inter-creditor agreement reasonably required by any
Senior Lender to further evidence the foregoing subordination.

         This Promissory Note is given pursuant and subject to the terms of that
certain Asset Purchase Agreement between Maker and the Holder dated as of the
date hereof (the "Purchase Agreement"). The terms and conditions of the Purchase
Agreement are incorporated herein by reference. All capitalized terms used
herein not otherwise defined shall have the same meanings as set forth in the
Purchase Agreement. In the event of a conflict or inconsistency between the
provisions of this Promissory Note and the provisions of the Purchase Agreement,
the provisions of the Purchase Agreement will prevail. Maker may at its option
set off against any amounts payable under this Promissory Note any unpaid amount
owing to Maker by Holder pursuant to the terms of the Purchase Agreement.

         In addition to the principal and interest provided for above, Maker
also promises to pay to the order of and reimburse Holder on demand for all
costs and expenses, including without






limitation attorneys' fees, incurred by Holder at any time to enforce, protect,
preserve, or defend Holder's rights hereunder after the occurrence and during
the continuance of a Default, and this Note shall evidence Maker's obligations
to pay and reimburse Holder for such costs and expenses.


                                     SELAS HEAT TECHNOLOGY COMPANY LLC


                                     By:  /s/ David Bovenizer
                                          ----------------------------
                                          David Bovenizer, Manager