EXHIBIT 10.15

                          THIRD MODIFICATION AGREEMENT

     THIS THIRD MODIFICATION  AGREEMENT (the Agreement) is made and entered into
this 14th day of January,  2004, by and between FIRST  KEYSTONE  BANK,  formerly
known as First Keystone  Federal  Savings Bank (the Bank),  chartered  under the
Laws of the United  States of America,  having its  principal  office at 22 West
State Street, Media, Pennsylvania,  19063, and TRANSNATIONAL INDUSTRIES, INC., a
Delaware  corporation,  and SPITZ,  INC.,  a Delaware  corporation  (hereinafter
collectively,  jointly  and  severally  referred  to as the  Borrower),  with an
address of P.O. Box 198, Route 1, Chadds Ford, Pennsylvania, 19317.

                                   Background

     A. Bank  extended  to  Borrower  two credit  facilities  on June 12,  1997.
Specifically,  the Bank  extended  to  Borrower a term  credit  facility  in the
principal sum of Eight Hundred Twenty Thousand  ($820,000.00)  Dollars evidenced
by that certain  Promissory  Note (the Term Note) made by Borrower and delivered
to Bank June 12,  1997  (the "Term Loan")  The Term Loan is not  intended  to be
modified.  The Bank also extended to Borrower a revolving  line of credit not to
exceed the aggregate sum of Eight Hundred  Thousand  ($800,000.00)  Dollars (the
"Line of  Credit)  to be  advanced  pursuant  to the  terms of a Line of  Credit
Agreement  between Bank and Borrower  dated June 12, 1997. The  indebtedness  to
Bank under the Line of Credit is  evidenced  by that certain Line of Credit Note
executed by Borrower  and  delivered  to Bank June 12, 1997 (the "Line of Credit
Note"). The Term Loan and the Line of Credit are secured by, among other things,
all of the  accounts,  inventory,  receivables  and  equipment of Borrower  (the
"Collateral") pursuant to that certain Security  Agreement, Pledge Agreement and
UCC-1 Financing Statements between Bank and Borrower dated June 12, 1997.

     B.  Borrower  subsequently  requested  Bank to reduce the rate of  interest
charged  on the Line of  Credit  from  time to time as set  forth in the Line of
Credit Note from the Wall Street Prime Rate plus two (2.0%) percent per annum to
Wall Street Prime Rate plus one-half (0.50%) percent per annum, subject, however
to the interest  rate  adjustment  provisions as set forth in the Line of Credit
Note;  and to increase  the Line of Credit to One  Million One Hundred  Thousand
($1,1000,000.00)   Dollars.   The  Bank   approved  the   Borrower's   requested
modification to the terms of the Line of Credit as set forth in the Modification
Agreement dated July 7, 2000 (the First Modification  Agreement),  and evidenced
by that  certain  Renewal  Line of Credit  Note (the First  Renewal  Note),  and
secured by, among other things, all of the accounts, inventory,  receivables and
equipment of Borrower (the  Collateral  pursuant to that certain UCC-1 Financing
Statements between Bank and Borrower dated July 7, 2000.

     C.  Subsequent  to the  execution  and delivery of the First  Renewal Note,
Borrower  requested that the Line of Credit be further  increased to Two Million
($2,000,000.00) Dollars. The Bank approved the Borrower's requested modification
to the  terms of the Line of  Credit  as set  forth in the  Second  Modification
Agreement  dated  July  18,  2002  (the  "Second  Modification  Agreement),  and
evidenced  by that  certain  Second  Renewal  Line of Credit  Note (the  "Second
Renewal Note, and secured by, among other things, the Collateral.


<PAGE>


     D.  Subsequent to the  execution  and delivery of the Second  Renewal Note,
Borrower  requested  that the Line of Credit be  further  amended  to reduce the
Minimum  Stockholders' Equity requirement as of the last day of each fiscal year
of Borrower to Three  Million  ($3,000,000.00)  Dollars.  The Bank  approved the
Borrower's  requested  modification  to the  terms of the Line of  Credit as set
forth  Amendment No. 1 to Second  Modified Line of Credit  Agreement dated as of
September  15,  2003   (Amendment  No  1  to  Second  Modified  Line  of  Credit
Agreement).

     E. Borrower has now requested  Bank to extend the maturity date of the Line
of Credit from July 6, 2005,  to December 15, 2008,  and to increase the Line of
Credit to Three Million ($3,000,000.00) Dollars.

     F. As of the date hereof the  outstanding  balance of the Line of Credit is
Six Hundred Seventy Six Thousand Seven Hundred Seventy Three Dollars and
Seventy Eight Cents. ($676,773.78).

     G. Bank has no  obligation  to extend the maturity  date or to increase the
maximum available credit under the Line of Credit. Bank is willing to extend the
maturity date and increase the maximum available credit under the Line of Credit
on the terms and conditions set forth in this Third  Modification  Agreement and
in the Third  Renewal  Line of  Credit  Note of even date  herewith  (the  Third
Renewal Note).

                                    Agreement

     NOW THEREFORE,  in consideration of the sum of One ($1.00) Dollar and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged,  and  intending to be legally  bound  hereby,  the parties  hereto
hereby covenant and agree as follows:

     1. The Background recitals are incorporated herein by reference.

     2.  Paragraph 1.1 of the Line of Credit  Agreement  dated June 12, 1997, as
amended by the First Modification Agreement,  the Second Modification Agreement,
and Amendment No 1 to Second Modified Line of Credit Agreement (collectively the
Line of Credit Agreement) is deleted in its entirety and the following  inserted
in its place and stead:

     1.1 Bank will lend to Spitz, Inc.  (hereinafter  referred to as Spitz), and
     Spitz  may  borrow  from  Bank,   the   aggregate   sum  of  Three  Million
     ($3,000,000.00)  Dollars  (the  "Loan"),  pursuant  to the  terms  of  this
     Agreement. The indebtedness to Bank under the Loan is the joint and several
     obligation  and  liability  of Spitz  and  Transnational  Industries,  Inc.
     (hereinafter  collectively,  jointly  and  severally  referred  to  as  the
     Borrower)  evidenced  by that  certain  Third  Renewal  Line of Credit Note
     executed  by Borrower  and  delivered  to Bank dated  January 14, 2002 (the
     "Note"), in the full amount of the Loan, due and payable in accordance with
     the terms  thereof.  Bank  extended  to  Borrower  a certain  other  credit
     facility  in  the   principal  sum  of  Eight   Hundred   Twenty   Thousand
     ($820,000.00)  Dollars evidenced by that certain  Promissory Note (the Term
     Note) made by  Borrower  and  delivered  to Bank on June 12, 1997 (the Term
     Loan)."

                                       2
<PAGE>


     3. Paragraph 1.2 of the Line of Credit Agreement is deleted in its entirety
and the following inserted in its place and stead:

     1.2 MAXIMUM  REVOLVING  CREDIT  LIMIT.  Provided  there  exists no Event of
     Default hereunder (as hereinafter defined), principal advances of available
     funds under the Loan shall be advanced to Spitz at Spitz's  written request
     from time to time until December 15, 2008, provided, however, the aggregate
     amount advanced, less repayments, shall not exceed the sum of Three Million
     ($3,000,000.00)  Dollars at any one time  outstanding  (the "Maximum Credit
     Limit"). Bank shall not be obligated to fund all or any part of a requested
     advance  under the Loan if such advance  would cause the  aggregate  amount
     advanced,   less   repayments,   to  exceed  the  Maximum   Credit   Limit.
     Notwithstanding  anything  herein  to  the  contrary,  Bank  shall  not  be
     obligated to fund, and Spitz shall not be permitted to receive,  all or any
     part of any advance  requested under the Loan which advance would cause the
     aggregate   amount  advanced  under  the  Loan  and  the  Term  Loan,  less
     repayments, to exceed the sum of; (i) eighty (80%) percent of the Borrowers
     Qualified Accounts Receivable (as hereinafter defined) and (ii) fifty (50%)
     percent of Borrowers Qualified Inventory (as hereinafter defined) and (iii)
     Five Hundred Two Thousand  ($502,000.00)  Dollars  representing the orderly
     liquidation  value of the Borrowers  machinery and equipment,  which figure
     may, from time to time, be reduced,  but not  increased,  by the Bank based
     upon any  reduction  in the  orderly  liquidation  value  of the  Borrowers
     machinery and equipment (such a  determination  to be at the Banks sole and
     absolute  discretion).  Qualified  Accounts  Receivable shall mean accounts
     receivable  earned by  Borrower  in the  ordinary  course of  business  for
     services rendered and goods sold to customers for which there are no claims
     of offset  or  defense,  and  which,  in the  opinion  of Bank,  are not of
     doubtful  collectability,  and which have been  outstanding for one hundred
     twenty  (120) days or less,  as  reflected  on the most  recent,  certified
     statement of accounts  receivable  delivered to Bank.  Qualified  Inventory
     shall  be  valued  at the  lesser  of the  cost  or  present  market  value
     determined in accordance  with generally  accepted  accounting  principles,
     consistently  applied,  and  shall  mean  all  inventory  which  is in good
     merchantable  condition,  is not  obsolete  or  discontinued,  which  would
     properly be classified as raw materials, work in process, or finished goods
     inventory under generally  accepted  accounting  principles,  and which has
     been  fully  paid for from  Borrowers  own funds and for which no  security
     interest  exists  except the  security  interest  to be granted in favor of
     Lender as herein  contemplated.  An account receivable or item of inventory
     which is at any time a Qualified Account Receivable or an item of Qualified
     Inventory,  but  which  subsequently  fails  to meet  any of the  foregoing
     requirements,  shall cease to be a Qualified Account  Receivable or an item
     of  Qualified  Inventory  as the case may be,  for so long as such  failure
     continues."


     4. Paragraph 6.1 (b) of the Line of Credit Agreement is deleted in its
entirety and the following inserted in its place and stead:

     (b) The  occurrence  of any event of default under the Term Note and/or the
     Term Loan  Documents  or that  certain  Mortgage  Note made and executed by


                                       3
<PAGE>

     Borrower  and  delivered to Bank dated  January 14,  2004,  in the original
     principal sum of Three Million Two Hundred Thousand ($3,200,000.00) Dollars
     (the 2004 Real Estate Loan) or the occurrence of any event of default under
     any document  executed by Borrower and delivered to Bank in connection with
     the 2004 Real Estate Loan;"

     5.  Paragraph  6.1 (g) of the Line of Credit  Agreement  is  deleted in its
entirety and the following inserted in its place and stead:

     (g) In the Banks sole but reasonable discretion,  a material adverse change
     occurring  in the  financial  condition  of Borrower  when  compared to the
     financial  condition of the Borrower set forth in the financial  statements
     included  within the Borrowers  Annual Report on Form 10-KSB for the fiscal
     year ended January 31, 2003."

     6. The  Security  Agreement  dated June 12,  1997,  as amended by the First
Modification  Agreement  and the Second  Modification  Agreement  (the  Security
Agreement), is further amended as follows:

     The term Line of Credit Note as used in the  Security  Agreement is defined
     to mean,  identify  and  designate  that certain Line of Credit Note in the
     original principal sum of Eight Hundred Thousand ($800,000.00) Dollars made
     by  Borrower  and  delivered  to Bank on June 12,  1997,  as renewed by and
     continued  in that  certain  Renewal  Line of Credit  Note in the  original
     principal sum of One Million One Hundred Thousand  ($1,100,000.00)  Dollars
     made by Borrower  and  delivered to Bank July 7, 2000,  and any  extensions
     and/or  renewals  thereof;  and as further renewed by and continued in that
     certain Second Renewal Line of Credit Note in the original principal sum of
     Two Million  ($2,000,000.00) Dollars made by Borrower and delivered to Bank
     July 18, 2002, and any extensions and/or renewals  thereof;  and as further
     renewed by and  continued in that certain Third Renewal Line of Credit Note
     in the original principal sum of Three Million ($3,000,000.00) Dollars made
     by  Borrower  and  delivered  to  Bank  dated  January  14,  2004,  and any
     extensions and/or renewals thereof.

     7. The  Pledge  Agreement  dated  June 12,  1997,  as  amended by the First
Modification Agreement and the Second Modification Agreement (the Pledge
Agreement), is further amended as follows:

     The term Line of Credit Note as used in the Pledge  Agreement is defined to
     mean,  identify  and  designate  that  certain  Line of Credit  Note in the
     original principal sum of Eight Hundred Thousand ($800,000.00) Dollars made
     by  Borrower  and  delivered  to Bank on June 12,  1997,  as renewed by and
     continued  in that  certain  Renewal  Line of Credit  Note in the  original
     principal sum of One Million One Hundred Thousand  ($1,100,000.00)  Dollars
     made by Borrower  and  delivered to Bank July 7, 2000,  and any  extensions
     and/or  renewals  thereof;  and as further renewed by and continued in that
     certain Second Renewal Line of Credit Note in the original principal sum of
     Two Million  ($2,000,000.00) Dollars made by Borrower and delivered to Bank


                                       4
<PAGE>

     July 18, 2002, and any extensions and/or renewals  thereof;  and as further
     renewed by and  continued in that certain Third Renewal Line of Credit Note
     in the original principal sum of Three Million ($3,000,000.00) Dollars made
     by  Borrower  and  delivered  to  Bank  dated  January  14,  2004,  and any
     extensions and/or renewals thereof.

     8. It is expressly agreed and understood that except as expressly  provided
in this  Agreement,  the  terms,  conditions  and  provisions  set  forth in the
Security Agreement,  Pledge Agreement, the Line of Credit Agreement, the Line of
Credit Note,  First Renewal Note,  Second  Renewal Note,  Third Renewal Note and
related  Line of  Credit  documents  shall  remain in full  force and  effect in
accordance  with their  respective  terms,  conditions and  provisions.  Without
limiting the  generality of the foregoing,  nothing in this  Agreement  shall be
construed to:

          (i)  impair  the  validity,  perfection  or  priority  of any  lien or
     security interest securing the Term Loan and/or the Line of Credit;

          (ii) waive or impair any rights,  powers or remedies of Bank under the
     Pledge Agreement,  Security Agreement,  Line of Credit Agreement as amended
     by this Agreement,  Line of Credit Note, First Renewal Note, Second Renewal
     Note,  Third  Renewal  Note or  related  Term  Loan  and/or  Line of Credit
     documents with respect to any defaults thereunder which may occur;

          (iii)  require Bank to hereafter  amend or extend the term of the Line
     of Credit Note,  First Renewal  Note,  Second  Renewal Note,  Third Renewal
     Note, the Line of Credit  Agreement as amended by this Agreement,  Security
     Agreement, Pledge Agreement or the time for payment of the Line of Credit;

          (iv) make any loan or other extension of credit to Borrower.

     In the event of any  inconsistency  between the terms of this Agreement and
the Line of Credit Agreement, this Agreement shall govern. Borrower acknowledges
that it has  consulted  with  counsel in  connection  with the  negotiation  and
delivery of this Agreement.  This Agreement shall be construed without regard to
any presumption or rule requiring that it be construed against the party causing
this Agreement or any part of this Agreement to be drafted.

     9. Borrower  acknowledges and agrees that its relationship with Bank is one
of the lender and borrower only and is not a partnership or joint venture.

     10. Borrower  hereby ratifies and affirms all of the terms,  conditions and
provisions  of  the  Security  Agreement,   Pledge  Agreement,  UCC-1  Financing
Statements,  Third Renewal Note and the Line of Credit Agreement,  to the extent
the same are not otherwise modified herein.


     11.  Borrower  hereby  represents,  warrants and covenants  that all of the
representations,  warranties and covenants set forth in the Security  Agreement,
Pledge  Agreement,  UCC-1 Financing  Statements,  Third Renewal Note and Line of
Credit  Agreement  are true and correct as of the date hereof and hereby  renews
the same.

                                       5
<PAGE>

     12. The Third  Renewal Note is executed and delivered in  substitution  and
replacement of the Borrowers obligations under and the indebtedness evidenced by
the Line of Credit Note,  the First Renewal Note,  and the Second  Renewal Note.
The Third Renewal Note stands in the place and stead of the Line of Credit Note,
the First  Renewal  Note and the Second  Renewal  Note and is not an  additional
indebtedness  or a  satisfaction  of the  indebtedness  evidenced by the Line of
Credit  Note,  the  First  Renewal  Note,  and  the  Second  Renewal  Note.  The
indebtedness  and  obligations  evidenced by the Line of Credit Note,  the First
Renewal Note, and the Second Renewal Note are continued,  renewed,  extended and
modified by the Third Renewal Note and such  indebtedness  is and shall continue
to be secured by the  Security  Agreement,  Pledge  Agreement,  UCC-1  Financing
Statements and Line of Credit  Agreement as herein amended  without  novation or
interruption.

         13. Borrower hereby acknowledges and agrees that no setoff or
counterclaim to Borrowers obligations evidenced by the Third Renewal Note
exists, and no agreement has been made with any person under which any deduction
or discount may be claimed, that the outstanding balance of principal and
interest due under the Line of Credit as of January 14, 2004 is Six Hundred
Seventy Six Thousand Seven Hundred Seventy Three Dollars and Seventy Eight Cents
($676,773.78), that to the best of Borrowers knowledge, information and belief,
no Event of Default (as defined in the Third Renewal Note) has occurred which is
continuing and no event has occurred which with the passage of time or the
giving of notice or both, could become an Event of Default under the Third
Renewal Note.


         [THIS SPACE INTENTIONALLY LEFT BLANK. SIGNATURE PAGE FOLLOWS.]



                                       6
<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed on the day and year first above written.

EXECUTED, SEALED AND
DELIVERED IN THE PRESENCE OF:

Witnesses Present:                    BORROWER:

                                      TRANSNATIONAL INDUSTRIES, INC.


 /s/ Maria Pantano Bucci            BY:    /s/ Jonathan Shaw      (SEAL)
---------------------------            ---------------------------


                                ATTEST:    /s/ Paul Dailey        (SEAL)
---------------------------            ---------------------------


Witnesses Present:                    BORROWER:

                                      SPITZ, INC.


 /s/ Maria Pantano Bucci           BY:   /s/ Jonathan Shaw       (SEAL)
---------------------------            ---------------------------


                                ATTEST:  /s/  Paul Dailey         (SEAL)
---------------------------            ---------------------------

                                        BANK:

                                        FIRST KEYSTONE BANK

                                    BY:   /s/ A. Charles Amentt,  (SEAL)
---------------------------            ---------------------------


                                ATTEST:                           (SEAL)
---------------------------            ---------------------------


                                       7
<PAGE>


COMMONWEALTH OF PENNSYLVANIA        :
                                                              : SS
COUNTY OF CHESTER                           :

     On this, the 14th day of January, 2004, before me, the undersigned officer,
appeared Jonathan A. Shaw and Paul L. Dailey, who acknowledged  themselves to be
the President  and  Executive  President of  TRANSNATIONAL  INDUSTRIES,  INC., a
corporation,  and that they as such,  being  authorized  to do so,  executed the
foregoing  instrument  and  acknowledged  that  they  executed  the same for the
purpose therein contained.

     IN WITNESS WHEREOF, in hereunto set my hand and official seal.

     IN WITNESS WHEREOF, in hereunto set my hand and official seal.

                                                       /s/ Maria Pantano Bucci
                                                       -------------------------
                                                           NOTARY PUBLIC

My Commission Expires:


COMMONWEALTH OF PENNSYLVANIA        :
                                                              : SS
COUNTY OF CHESTER                           :

     On this, the 14th day of January, 2004, before me, the undersigned officer,
appeared Jonathan A. Shaw and Paul L. Dailey, who acknowledged  themselves to be
the President and Executive  President of SPITZ,  INC., a corporation,  and that
they as such, being  authorized to do so, executed the foregoing  instrument and
acknowledged that they executed the same for the purpose therein contained.

     IN WITNESS WHEREOF, in hereunto set my hand and official seal.

                                                       /s/ Maria Pantano Bucci
                                                       -------------------------
                                                           NOTARY PUBLIC

My Commission Expires:

NOTARIAL SEAL
Maria Pantano Bucci, Notary Public
Marple Twp., Delaware County
My commission expires June 16, 2007






<PAGE>




COMMONWEALTH OF PENNSYLVANIA        :
                                                              : SS
COUNTY OF CHESTER                           :

     On this, the 14th day of January, 2004, before me, the undersigned officer,
appeared Jonathan A. Shaw and Paul L. Dailey, who acknowledged  themselves to be
the President and Executive President of FIRST KEYSTONE BANK, a corporation, and
that they as such, being authorized to do so, executed the foregoing  instrument
and acknowledged that they executed the same for the purpose therein contained.

         IN WITNESS WHEREOF, in hereunto set my hand and official seal.


                                                       /s/ Maria Pantano Bucci
                                                       -------------------------
                                                           NOTARY PUBLIC

My Commission Expires:

NOTARIAL SEAL
Maria Pantano Bucci, Notary Public
Marple Twp., Delaware County
My commission expires June 16, 2007