Mortgage

Mortgage

by Gencor Industries
December 26th, 1996


                                                                   EXHIBIT 10.15
 
                                                                         Florida




- --------------------------------------------------------------------------------

                                   MORTGAGE

                                     among

                     GENCOR INDUSTRIES INC., as Mortgagor,

                                      and

            CREDIT LYONNAIS NEW YORK BRANCH, as agent, as Mortgagee

                         Dated as of December 10, 1996

- --------------------------------------------------------------------------------

NOTICE TO RECORDER:  This mortgage from the borrower encumbers certain Florida
- ------------------                                                            
real property having an estimated value of $6,900,000 as security for
indebtedness of the borrower in the principal amount of $95,000,000 which
indebtedness is evidenced by a credit agreement executed and delivered outside
of Florida.  This same indebtedness is also secured (i) by other mortgages and
deeds of trust made by the borrower encumbering other real property located in
other states, and (ii) by collateral assignments of various mortgages and deeds
of trust made by third parties recorded in Florida and other states.  The value
of all the real and personal property security, wherever located, is
$83,800,000.  However, the lender has agreed to limit its recovery against the
Florida real property encumbered hereby to $8,280,000.  Accordingly, pursuant to
Rule 12C-2.004(2) of the Florida Administrative Code, Florida intangible
personal property taxes on this mortgage are payable on the amount of $45,540.
Pursuant to Rule 12B-4.053(32), of the Florida Administrative Code, documentary
stamp taxes on this mortgage are payable on said sum to which the lender has
agreed to limit its recovery, even though this limited amount is less than the
value of the real property encumbered hereby.  All documentary stamp taxes and
intangible taxes payable on said other Florida security instruments have been
paid separately upon the recordation thereof in the respective Florida counties
where the collateral is located.

This document was prepared by,
and after recording should be
returned to:

Latham & Watkins
885 Third Avenue
New York, New York 10022
Attn:  James Hisiger, Esq.
- ----                      



 
                                                                         Florida


                                   MORTGAGE
                                   --------

          THIS MORTGAGE, dated as of the 10th day of December, 1996, between
Gencor Industries, Inc., a Delaware corporation ("Mortgagor"), having its
principal office at 5201 N. Orange Blossom Trail, Orlando, Florida 32810, and
Credit Lyonnais New York Branch ("Mortgagee"), having an office at 1301 Avenue
of the Americas, New York, New York 10019, as agent for the lenders under that
certain Credit Agreement, dated as of December 10, 1996 (the "Credit
Agreement"), among Gencor Industries, Inc., a Delaware corporation, the several
banks and other financial institutions from time to time parties thereto
("Lenders") and Mortgagee.


                              W I T N E S S E T H
                              -------------------

          TO SECURE:

          (i)    all of Mortgagor's obligations under the Credit Agreement;

          (ii)   performance and observance of each term to be performed by
     Mortgagor under the Credit Agreement and any of the Loan Documents; and

          (iii)  performance and observance of each term contained in this
     Mortgage and payment of all sums payable by Mortgagor to Mortgagee as
     provided in this Mortgage;

Mortgagor hereby conveys, grants, assigns, transfers and sets over to Mortgagee
the following (collectively, the "Mortgaged Property"):

          (A)    the real property described in Exhibit A attached hereto and
                                                ---------
     made a part hereof (the "Premises");

          (B)    all buildings, improvements and fixtures now or hereafter
     located or erected on the Premises (the "Improvements");

          (C)    any and all leases, underlettings and licenses of the Premises
     or Improvements, or any part thereof, now existing or hereafter entered
     into by Mortgagor, including, without limitation, upon the happening and
     during the continuance of an Event of Default, the right to receive and
     collect the rents, issues and profits derived or to be derived by Mortgagor
     therefrom; and

          (D)    all right, title and interest of Mortgagor in and to (i) all
     and singular, the tenements, hereditaments, rights of way, easements,
     waters, water courses, riparian rights, appendages and appurtenances and
     property rights belonging or in any way pertaining to the Premises or the
     Improvements and (ii) all estate, right, title, claim or demand whatsoever,
     either in law or in equity, in possession or expectancy, of, in and to the
     Premises and the Improvements.

          TO HAVE AND TO HOLD the Mortgaged Property unto Mortgagee, its
successors and assigns forever.

          IN THE EVENT Mortgagor shall perform its obligations under the Credit
Agreement in accordance with the terms thereof and shall pay all of the sums
payable hereunder by Mortgagor, and shall 

                                       2

 
comply with the terms hereunder, then this Mortgage shall be null and void and
of no further force and effect and shall be released by the Mortgagee at the
expense of Mortgagor.

          SECTION 1.  COVENANTS
                      ---------

          Mortgagor covenants with Mortgagee as follows:

          1.1    Definitions.  As used in this Mortgage, all capitalized terms
                 -----------
not otherwise defined herein shall have the meaning ascribed thereto in the
Credit Agreement:

          Default Rate:  ABR plus 3 1/2% per year.
          ------------                            

          Events of Default:  (a) any Event of Default or (b) the default in the
          -----------------                                                     
     payment of any Imposition required to be paid under this Mortgage.

          Mortgage:  this instrument, and any and all renewals, modifications,
          --------                                                            
     amendments, supplements, extensions, consolidations, substitutions,
     spreaders and replacements of this instrument.

          Requirements of Law:  all laws, ordinances, orders, judgments, rules
          -------------------                                                 
     and regulations applicable to the Mortgaged Property.

          Taking:  a taking of all or any part of the Mortgaged Property or any
          ------                                                               
     interest therein or right accruing thereto, as the result of or in lieu or
     in anticipation of the exercise of the right of condemnation or eminent
     domain, or a change of grade affecting the Mortgaged Property or any part
     thereof.

          1.2    Payment of Indebtedness.  Mortgagor shall pay the indebtedness
                 -----------------------                                       
secured by this Mortgage in accordance with the terms of the Credit Agreement
and perform each obligation to be performed under this Mortgage and any of the
other Loan Documents.

          1.3    Insurance.  (a) Mortgagor shall maintain with insurers approved
                 ---------                                                      
by Mortgagee:

          (i)    Insurance covering the Improvements against loss or damage by
     fire, lightning, vandalism and malicious mischief and by such other,
     further and additional risks as now are or hereafter may be covered by the
     standard extended coverage endorsement in amounts not less than the full
     insurable value (actual replacement value less actual physical
     depreciation);

          (ii)   If the Mortgaged Property is located within a flood hazard
     area, flood insurance in the amount required under Section 7.1(u) of the
     Credit Agreement;

          (iii)  Comprehensive public liability, property damage and business
     interruption insurance applicable to the Mortgaged Property in such amounts
     as provided in Section 8.5 of the Credit Agreement;

          (iv)   During the course of any construction or repair of the
     Improvements, workers' compensation insurance in amounts reasonably
     satisfactory to Mortgagee;

          (v)    During the course of any construction or repair of
     Improvements, builder's completed value risk insurance against "all risks
     of physical loss," including collapse and transit coverage, during

                                       3

 
     construction of the Improvements, covering the total value of work
     performed and equipment, supplies and materials furnished;

          (vi)   Boiler and machinery insurance covering pressure vessels, air
     tanks, boilers, machinery, pressure piping, heating, air conditioning and
     elevator equipment and escalator equipment, provided the Improvements
     contain equipment of such nature, and insurance against loss of occupancy
     or use arising from any such breakdown, in amounts reasonably satisfactory
     to Mortgagee; and

          (vii)  Such other insurance, and in such amounts, as reasonably may be
     required by Mortgagee against the same or other hazards to the extent
     provided in Section 8.5 of the Credit Agreement.

All policies of insurance shall, except for workers' compensation insurance,
name Mortgagee as additional named insured and loss payee as its interest may
require.

          (b)    Mortgagor will make all payments for insurance premiums and
will deliver to Mortgagee, promptly upon request, copies of all insurance
policies required hereunder (or, in the case of blanket policies, certificates
thereof) together with evidence of payment of all premiums due thereon.

          (c)    Any amounts advanced or expended by Mortgagee to pay costs of
collection of insurance proceeds hereunder, including, without limitation,
reasonable attorneys' fees, costs and disbursements, shall be paid by Mortgagor
to Mortgagee on demand, together with interest thereon at the Default Rate, and
shall be deemed part of the indebtedness secured by this Mortgage.

          1.4    Maintenance, Repairs, Additions, etc.  Mortgagor shall (a)
                 -------------------------------------                     
maintain the Mortgaged Property in good condition and repair (including, without
limitation, any repair or rebuilding required as a result of any damage,
destruction or Taking of the Mortgaged Property), wear and tear excepted, and
shall not commit or suffer any waste thereof, (b) not materially alter or
demolish the Mortgaged Property except to the extent that such alterations do
not decrease the value of the Mortgaged Property and that any replacements will
be of like or better quality than the Improvements which were altered or
demolished and (c) subject to subsection 1.6, comply with all Requirements of
Law affecting the Mortgaged Property.

          1.5    Impositions.  (a) Prior to delinquency, Mortgagor shall pay (i)
                 -----------                                                    
all real estate taxes or assessments and special assessments for local
improvements, sewer rents, water rates and any other charges in lieu of or in
substitution of real estate taxes or assessments and (ii) any license fee, tax
or assessment imposed on Mortgagee and measured by or based in whole or in part
upon the amount of the outstanding obligations secured hereby ((i) and (ii),
collectively, the "Impositions").

          (b)    Mortgagor shall furnish Mortgagee upon request within 30 days
after the date upon which any such Imposition is payable hereunder by Mortgagor,
official receipts of the appropriate taxing authority, or other proof reasonably
satisfactory to Mortgagee, evidencing the payment thereof.

          (c)    If requested by Mortgagee, after any default hereunder in the
payment of Impositions or after the occurrence of any Event of Default,
Mortgagor shall cause to be furnished to Mortgagee a tax report of a type,
duration and prepared by a company reasonably satisfactory to Mortgagee,
covering the Mortgaged Property.

          1.6    Permitted Contests.  Mortgagor may contest, after notice to
                 ------------------                                         
Mortgagee, any Imposition or Requirement of Law, provided that (a) in the case
                                                 --------                     
of an unpaid Imposition such proceedings shall suspend the 

                                       4

 
collection thereof from Mortgagor, Mortgagee and the Mortgaged Property, (b)
neither the Mortgaged Property nor any interest therein would be in danger of
being sold, forfeited or lost, (c) in the case of a Requirement of Law, neither
Mortgagor nor Mortgagee would be in any danger of any additional civil or any
criminal liability for failure to comply therewith, and (d) Mortgagor shall have
set aside on its books adequate reserves with respect thereto, and shall have
furnished such security as may be reasonably requested by Mortgagee.

          1.7    Expenses of Litigation.  All sums reasonably incurred by
                 ----------------------                                  
Mortgagee for the expense of any litigation (including, without limitation,
reasonable attorneys' fees and expenses) to prosecute or defend the rights and
lien created by this Mortgage shall be paid by Mortgagor on demand, together
with interest thereon at the Default Rate, and shall be deemed part of the
indebtedness secured by this Mortgage.

          1.8    Casualty or Taking of the Mortgaged Property.  (a) In the event
                 --------------------------------------------                   
of a condemnation of all or substantially all of the Mortgaged Property, all
proceeds of any condemnation award shall be paid to Mortgagee and applied to the
indebtedness due to Mortgagee and the Lenders under the Credit Agreement and the
Subsidiaries' Guarantee, with any excess to be paid to Mortgagor.

          (b)    In the event of damage to or destruction of the Mortgaged
Property, or in the event of a partial condemnation of the Mortgaged Property,
Mortgagor shall commence to repair and restore the Mortgaged Property pursuant
to plans and specifications approved by Mortgagee, in its reasonable discretion,
within ninety (90) days from the date of such condemnation, damage or
destruction, and shall complete the same with reasonable diligence and as
promptly as may be practicable after Mortgagee approves the plans and
specifications.  However, in no event shall Mortgagor be obligated to commence
restoration of the Mortgaged Property until Mortgagee has received insurance
proceeds or a condemnation award, as the case may be.  Any insurance or
condemnation proceeds received in connection with such condemnation, damage or
destruction shall be payable to Mortgagee to be applied as follows:

          (i)    If the proceeds received are less than $50,000, then such
proceeds shall be given to Mortgagor to be held in trust for Mortgagee and the
Lenders and applied only for the purpose of repairing, restoring, replacing or
rebuilding the Mortgaged Property. Any excess held by Mortgagor, after such
restoration, may be retained by Mortgagor.

          (ii)   In all other cases, the net amount of the proceeds on account
of such condemnation, damage or destruction to the Mortgaged Property, after
reimbursement out of such proceeds for any costs and expenses (including
reasonable attorneys' fees and disbursements) for collection thereof (such net
proceeds and deposits, and any other deposits made therein as provided below,
being herein collectively called the "Fund") shall be received and held by
Mortgagee and applied in accordance with the following provisions:

                 (A)  If the net amount of proceeds shall be insufficient to pay
the entire cost of restoring the Mortgaged Property (as estimated by a
registered architect or professional engineer reasonably satisfactory to
Mortgagee, which estimate shall be delivered to Mortgagee before the
commencement of any such work), Mortgagor shall, prior to allowing such work to
commence, deposit the amount of the deficiency into the Fund, and thereafter
from time to time such additional amounts as shall be needed to meet any
increases in estimates made by said registered architect or professional
engineer. If the net amount of said proceeds shall be insufficient to pay the
entire cost of such work, Mortgagor shall pay and be responsible for the
deficiency.

                 (B)  Mortgagor shall be entitled out of the Fund to ninety
percent (90%) of the cost of making temporary repairs or doing other work to
protect the Mortgaged Property pending adjustment of the insurance loss or the
making of permanent repairs, restoration, replacements or rebuilding.

                                       5

 
                 (C)  Mortgagor shall be entitled out of the Fund to payments
from time to time as the work progresses in amounts equal to a maximum of ninety
percent (90%) of the cost of labor and material incorporated into and used in
such work and architects' and engineers' fees, provided and upon condition that
(1) the work shall have been done in accordance with the plans and
specifications therefor, any other requirements contained in this Section, (2)
the remaining amount of the Fund shall be sufficient to pay in full for all of
the remaining work, and (3) a certificate of an independent registered architect
or professional engineer satisfactory to Mortgagee stating that such conditions
have been met shall have been delivered to Mortgagee.

                 (D)  Mortgagor shall be entitled out of the Fund to the
remaining ten percent (10%) of the cost of labor and material incorporated into
and used in such work and architects' and engineers' fees when such work shall
have been fully completed and paid for and a certificate of an independent
registered architect or professional engineer satisfactory to Mortgagee stating
that such conditions have been met shall have been delivered to Mortgagee.

                 (E)  At Mortgagee's request, Mortgagor shall furnish to
Mortgagee at the time of any such progress or final payment, a title search or
other evidence reasonably satisfactory to Mortgagee (including waivers of lien
agreements from the general contractor supervising such work, or in the absence
of a general contractor, all contractors, materialmen and others providing labor
or services in connection therewith) that the Mortgaged Property and the
interests therein of Mortgagee and Mortgagor shall be free from (1) liens for
labor performed or claimed to have been performed or materials supplied or
claimed to have been supplied, unless the same are bonded, and (2) chattel
mortgages, conditional sales contacts, title retention agreements, security
interests and agreements, financing agreements, financing statements and any
similar agreements, in connection with such work. Notwithstanding any provision
to the contrary, Mortgagor shall not be entitled to any amount out of the Fund
(x) while any such lien or other encumbrance shall remain unsatisfied of record,
unless in the case of a lien the same is bonded or (y) during the continuance of
any Event of Default.

                 (F)  If any of such insurance proceeds shall remain after the
full completion of, and payment for, such repairs, restoration, replacements or
rebuilding, the excess shall be paid to Mortgagor.
          
          1.9    Inspection.  Mortgagee and any persons authorized by Mortgagee
                 ----------                                                    
shall have the right to enter and inspect the Mortgaged Property at all
reasonable times upon reasonable notice.

          1.10   Utilities.  Mortgagor shall pay when due all utility, sprinkler
                 ---------                                                      
system and protective services charges which are furnished to the Mortgaged
Property, whether public or private.

          1.11   Action by Mortgagee to Preserve Mortgaged Property.  Should
                 --------------------------------------------------         
Mortgagor fail to make any payment or do any act as and in the manner provided
in this Mortgage, Mortgagee without obligation so to do and without notice to or
demand upon Mortgagor and without releasing Mortgagor from any obligation, may
make or do the same in such manner and to such extent as it may deem necessary
therefor.  Mortgagor shall, upon demand therefor by Mortgagee pay all reasonable
costs and expenses incurred by Mortgagee in connection with the exercise by
Mortgagee of the foregoing rights (including, without limitation, reasonable
attorneys' fees and expenses) together with interest thereon from the date of
each such expenditure until paid, calculated at the Default Rate and the same
shall be deemed part of the indebtedness secured by this Mortgage.

          SECTION 2.  DEFAULT
                      -------

          2.1    Remedies.  (a) Upon the occurrence of any Event of Default, in
                 --------                                                      
addition to any other rights and remedies Mortgagee may have pursuant to the
Loan Documents, or as provided by law, and without limitation, (a) if such event
is an Event of Default specified in clause (i) or (ii) of paragraph (f) of
Section 10 of 

                                       6

 
the Credit Agreement, automatically the indebtedness secured hereby and all
other amounts owing under the Credit Agreement, this Mortgage and the other Loan
Documents immediately shall become due and payable, and (b) if such event is any
other Event of Default, by notice to Mortgagor, Mortgagee may declare the
indebtedness secured hereby and all other amounts payable under the Credit
Agreement, this Mortgage and the other Loan Documents to be immediately due and
payable. Except as expressly provided above in this Section, presentment,
demand, protest and all other notices of any kind are hereby expressly waived.
In addition, upon the occurrence of any Event of Default, Mortgagee may
immediately take such action, without notice or demand, as it deems advisable to
protect and enforce its rights against Mortgagor and in and to the Mortgaged
Property, including, without limitation, the following actions, each of which
may be pursued concurrently or otherwise, at such time and in such manner as
Mortgagee may determine, in its sole discretion, without impairing or otherwise
affecting the other rights and remedies of Mortgagee: 

          (i)    Mortgagee may, to the extent permitted by applicable law, (A)
     institute and maintain an action of mortgage foreclosure against all or any
     part of the Mortgaged Property, (B) institute and maintain an action on the
     Credit Agreement, (C) sell all or part of the Mortgaged Property (Mortgagor
     expressly granting to Mortgagee the power of sale), or (D) take such other
     action at law or in equity for the enforcement of this Mortgage or any of
     the Loan Documents as the law may allow.  Mortgagee may proceed in any such
     action to final judgment and execution thereon for all sums due hereunder,
     together with interest thereon at the Default Rate and all costs of suit,
     including, without limitation, reasonable attorneys' fees and
     disbursements.  Interest at the Default Rate shall be due on any judgment
     obtained by Mortgagee from the date of judgment until actual payment is
     made of the full amount of the judgment.

          (ii)   Mortgagee may personally, or by its agents, attorneys and
     employees and without regard to the adequacy or inadequacy of the Mortgaged
     Property or any other collateral as security for the Indebtedness and
     Obligations enter into and upon the Mortgaged Property and each and every
     part thereof and exclude Mortgagor and its agents and employees therefrom
     without liability for trespass, damage or otherwise (Mortgagor hereby
     agreeing to surrender possession of the Mortgaged Property to Mortgagee
     upon demand at any such time) and use, operate, manage, maintain and
     control the Mortgaged Property and every part thereof.  Following
     such entry and taking of possession, Mortgagee shall be entitled, without
     limitation, (x) to lease all or any part or parts of the Mortgaged Property
     for such periods of time and upon such conditions as Mortgagee may, in its
     discretion, deem proper, (y) to enforce, cancel or modify any Lease and (z)
     generally to execute, do and perform any other act, deed, matter or thing
     concerning the Mortgaged Property as Mortgagee shall deem appropriate as
     fully as Mortgagor might do.

          (b)    The holder of this Mortgage, in any action to foreclose it,
shall be entitled to the appointment of a receiver. In case of a foreclosure
sale, the Mortgaged Property may be sold, at Mortgagee's election, in one parcel
or in more than one parcel and Mortgagee is specifically empowered, (without
being required to do so, and in its sole and absolute discretion) to cause
successive sales of portions of the Mortgaged Property to be held.

          (c)    In the event of any breach of any of the covenants, agreements,
terms or conditions contained in this Mortgage, and notwithstanding to the
contrary any exculpatory or non-recourse language which may be contained herein,
Mortgagee shall be entitled to enjoin such breach and obtain specific
performance of any covenant, agreement, term or condition and Mortgagee shall
have the right to invoke any equitable right or remedy as though other remedies
were not provided for in this Mortgage.

                                       7


 
          2.2.   Appointment of Receiver.  If an Event of Default shall have
                 -----------------------                                    
occurred and be continuing, Mortgagee, shall, as a matter of right, be entitled
to the appointment of a receiver for the Mortgaged Property, and Mortgagor
hereby consents to such appointment and waives notice of any application
therefor.

          2.3    Remedies, etc. Cumulative.  Each right, power and remedy of
                 -------------------------                                  
Mortgagee provided for herein and now or hereafter existing at law or in equity
or by statute or otherwise shall be cumulative, and the exercise by Mortgagee of
any one or more of such rights, powers or remedies shall not preclude the
simultaneous or later exercise by Mortgagee of any or all such other rights,
powers or remedies.

          SECTION 3.  MISCELLANEOUS
                      -------------

          3.1    Agreement.  This Mortgage has been executed and delivered
                 ---------                                                
pursuant to the Credit Agreement and is entitled to the benefits thereof.

          3.2    Notices.  All notices, requests, demands and other
                 -------
communications hereunder shall be given as provided in the Credit Agreement.

          3.3    No Oral Modification.  This Mortgage may not be changed or
                 --------------------                                      
terminated orally.

          3.4    Terms Subject to Applicable Law.  All rights, powers and
                 -------------------------------
remedies provided herein may be exercised only to the extent that the exercise
thereof does not violate any applicable law, and are intended to be limited to
the extent necessary so that they will not render this Mortgage invalid,
unenforceable or not entitled to be recorded, registered or filed under any
applicable law. In the event any one or more of the terms contained in this
Mortgage shall be held to be invalid, illegal or unenforceable in any respect,
such invalidity, illegality or unenforceability shall not affect any other term
hereof.

          3.5    Successors and Assigns.  All terms of this Mortgage shall run
                 ----------------------                                       
with the land and bind Mortgagor, its successors and assigns, and all persons
claiming under or through Mortgagor or any such successor or assign and shall
inure to the benefit of Mortgagee, and its successors and assigns.

          3.6    Warranty of Title.  Mortgagor represents that it has good and
                 -----------------                                            
marketable fee simple title to the Mortgaged Property, subject only to the
permitted exceptions shown on the title insurance policy delivered to the
Mortgagee pursuant to subsection 7.1(t) of the Credit Agreement and to other
Liens permitted under Section 9.3 of the Credit Agreement, and has the right to
mortgage the Mortgaged Property.  Mortgagor will warrant and defend to Mortgagee
such title and the lien and interest of this Mortgage as a valid and enforceable
first mortgage thereon.

          3.7    Multiple Security.  If (a) the Premises shall consist of one or
                 -----------------                                              
more parcels, whether or not contiguous and whether or not located in the same
county, or (b) in addition to this Mortgage, Mortgagee shall now or hereafter
hold or be the beneficiary of one or more additional mortgages, liens, deeds of
trust or other security (directly or indirectly) for the indebtedness secured
hereby upon other property in the State in which the Premises are located
(whether or not such property is owned by Mortgagor or by others) or (c) both
the circumstances described in clauses (a) and (b) shall be true, then to the
fullest extent permitted by law, Mortgagee may, at its election, commence or
consolidate in a single trustee's sale or foreclosure action, as the case may
be, all sale or foreclosure proceedings against all such collateral securing the
indebtedness secured hereby (including the Mortgaged Property), which action may
be brought or consolidated in the courts of, or sale conducted in, any county in
which any of such collateral is located.  Mortgagor acknowledges that the right
to maintain a consolidated sale or foreclosure action is a specific inducement
to Mortgagee and the Lenders to extend the indebtedness secured hereby, and
Mortgagor expressly and irrevocably waives any objections to the 

                                       8

 
commencement or consolidation of the sale or foreclosure proceedings in a single
action and any objections to the laying of venue or based on the grounds of
forum non conveniens which it may now or hereafter have. Mortgagor further
- ----- --- ----------
agrees that if Mortgagee shall be prosecuting one or more sales, foreclosure or
other proceedings against a portion of the Mortgaged Property or against any
collateral other than the Mortgaged Property, which collateral directly or
indirectly secures the indebtedness secured hereby, or if Mortgagee shall have
obtained a judgment of foreclosure and sale or similar judgment against such
collateral (or, in the case of sale, shall have met the statutory requirements
therefor with respect to such collateral), then, whether or not such proceedings
are being maintained or judgments were obtained in or outside the State in which
the Premises are located, Mortgagee may commence or continue any sale or
foreclosure proceedings and exercise its other remedies granted in this Mortgage
against all or any part of the Mortgaged Property and Mortgagor waives any
objections to the commencement or continuation of a foreclosure of this Mortgage
or exercise of any other remedies hereunder based on such other proceedings or
judgments, and waives any right to seek to dismiss, stay, remove, transfer or
consolidate either any action under this Mortgage or such other proceedings on
such basis. The commencement or continuation of proceedings to sell the
Mortgaged Property, to foreclose this Mortgage or the exercise of any other
rights hereunder or the recovery of any judgment by Mortgagee or the occurrence
of any sale in any such proceedings shall not prejudice, limit or preclude
Mortgagee's right to commence or continue one or more sales, foreclosure or
other proceedings or obtain a judgment against any other collateral (either in
or outside the State in which the Premises are located) which directly or
indirectly secures the indebtedness secured hereby, and Mortgagor expressly
waives any objections to the commencement of, continuation of, or entry of a
judgment in such other sales, foreclosure or proceedings or exercise of any
remedies in such sales, foreclosure or proceedings based upon any action or
judgment connected to this Mortgage, and Mortgagor also waives any right to seek
to dismiss, stay, remove, transfer or consolidate either such other sales,
foreclosures or proceedings or any sale or action under this Mortgage on such
basis.

          3.8.   Receipt of Copy.  Mortgagor acknowledges that it has received a
                 ---------------                                                
true copy of this Mortgage.

          3.9.   Future Advances.  Payment of all other indebtedness and future
                 ---------------                                               
advances, of whatever kind or character, now owing or that may hereafter become
owing by Mortgagor to Mortgagee, made within twenty (20) years from the date
hereof.  The total unpaid balance of the indebtedness secured at any one time by
this Mortgage shall not exceed __________, plus interest thereon and any
disbursements made by Mortgagee for the payment of taxes, levies or insurance on
the Mortgaged Property.

                                       9

 
          IN WITNESS WHEREOF, this Mortgage has been duly executed by Mortgagor.

Signed, sealed and delivered in              MORTGAGOR:
the presence of :
                                             GENCOR INDUSTRIES, INC., a
                                             Delaware corporation
/s/ John E. Elliott
- ----------------------
John E. Elliott
                                             By: /s/ E.J. Elliott
                                                -------------------------
                                                E.J. Elliott, President

/s/ Russell E. Lee
- -----------------------
Russell E. Lee                               (Corporate Seal)

STATE OF NEW YORK    )
                     )  SS:
COUNTY OF NEW YORK   )

     The foregoing Mortgage was acknowledged before me this 10th day of
December, 1996 by E. J. Elliott as President of GENCOR INDUSTRIES, INC., a
Delaware corporation, on behalf of the corporation.  He/she personally appeared
before me, is personally known to me or produced ____________ as identification.


  (NOTARY SEAL)
                                             ____________________________
                                             Notary Signature
                                             Name:_______________________