EXHIBIT 10.17

                          THIRD RENEWAL LINE OF CREDIT
                                      NOTE

                               Media, Pennsylvania

Maximum Credit Limit:    $3,000,000.00                   Date: January 14, 2004

                                   Background

     A. First Keystone Bank, a corporation organized and existing under the laws
of the United States of America,  (hereinafter "Bank") extended to Transnational
Industries,   Inc.,  a  Delaware  corporation,   and  Spitz,  Inc.,  a  Delaware
corporation (hereinafter collectively,  jointly and severally referred to as the
"Debtor"),  two  credit  facilities  on June 12,  1997.  Specifically,  the Bank
extended to Debtor 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 Debtor and  delivered  to Bank June 12,  1997 (the Term
Loan).  The Term Loan is not intended to be modified.  The Bank also extended to
Debtor 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  Debtor
dated  June 12,  1997.  The  indebtedness  to Bank  under  the Line of Credit is
evidenced by that certain Line of Credit Note  executed by Debtor 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 Debtor (the  Collateral)  pursuant to that certain
Security Agreement, Pledge Agreement and UCC-1 Financing Statements between Bank
and Debtor dated June 12, 1997.

     B.  Debtor  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
the 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 Debtor'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 Debtor (the  Collateral)  pursuant to that certain UCC-1  Financing
Statements between Bank and Debtor dated July 7, 2000.

     C.  Subsequent  to the  execution  and delivery of the First  Renewal Note,
Debtor  requested  that the Line of Credit be further  increased  to Two Million
($2,000,000.00)  Dollars. The Bank approved the Debtor'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,
Debtor  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  Debtor to Three  Million  ($3,000,000.00)  Dollars.  The Bank  approved  the
Debtor'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. Debtor 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 the Third  Modification  Agreement of
even date herewith  (the Third  Modification  Agreement)  and this Third Renewal
Line of Credit Note (hereinafter the Note). The Line of Credit Agreement between
Bank and Debtor  dated June 12,  1997,  the First  Modification  Agreement,  the
Second Modification Agreement,  Amendment No 1 to Second Modified Line of Credit
Agreement and the Third Modification Agreement shall hereinafter collectively be
referred to as the Line of Credit Agreement.

     FOR VALUE RECEIVED,  WITHOUT  DEFALCATION AND INTENDING TO BE LEGALLY BOUND
HEREBY, Debtor promises to pay to the order of Bank at its offices located at 22
West State Street, Media, Pennsylvania, 19063, or such other place as the holder
hereof may from time to time direct,  the sum of Three  Million  ($3,000,000.00)
Dollars,  or so much  thereof as may be advanced  from time to time,  and remain
unpaid, under the Line of Credit Agreement, together with interest from the date
hereof at the per annum rate of one-half  of one (.50% ) percent  above the Wall
Street Prime Rate (hereinafter  defined) in effect from time to time (the Rate),
the  effective  date of any  change  in the Rate to be the date of change of the
Wall Street Prime Rate, to be paid as follows:

          (i) On  February  1,  2004,  a payment of  interest  only on the daily
     principal balance outstanding on the Line of Credit from January 1, 2004 to
     January 31, 2004,  and  thereafter a payment of interest  only on the daily
     principal balance outstanding from the date hereof in monthly  installments
     of said interest  payable on the first day of March,  2004, and on the same
     day of each month  thereafter  until December 15, 2008 (the Maturity Date),
     at which time the entire  indebtedness  evidenced by this Note,  including,
     without  limitation,  the entire outstanding  principal balance and accrued
     interest  thereon,  together with any other sums due and payable under this
     Note, shall be payable in full;



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<PAGE>

          (ii) The Wall Street Prime Rate is the "Prime  Rate"  published in the
     "Money Rates"  section of The Wall Street  Journal,  or the average  "Prime
     Rate" if more than one is published.  If The Wall Street  Journal ceases to
     be published or goes on strike or is otherwise not published for any period
     of time, or if it ceases to publish a "Prime  Rate",  then Bank may use any
     similar published prime or base rate; and

          (iii)  The  amount  of any  monthly  installment  shall be the  result
     obtained by multiplying the product of the  outstanding  balance on any day
     times the  applicable  Rate by a fraction,  the  numerator  of which is the
     actual number of days during the period for which the  calculation is being
     made that any given outstanding balance is applicable,  and the denominator
     of which is three hundred sixty (360).

     I. ADVANCES:  Subject to the terms and conditions of this Note and the Line
of Credit Agreement, Bank agrees to advance to Spitz, Inc. from time to time and
until the Maturity Date, such sums as Spitz, Inc. may request,  in writing,  not
to  exceed  at  any  time   outstanding  the  principal  sum  of  Three  Million
($3,000,000.00)  Dollars (the "Maximum Credit Limit"). Within the limits of this
Note and the Line of Credit  Agreement  and prior to the Maturity  Date,  Spitz,
Inc. may borrow, repay, and borrow again.

     II.  SECURITY:  The  payment of this Note is secured by,  inter alia,  that
certain  Security  Agreement,  as amended by the Third  Modification  Agreement,
Pledge  Agreement,  as amended by the Third  Modification  Agreement,  and UCC-1
Financing  Statements  executed and delivered to Bank on or about June 12, 1997,
and UCC-1 Financing  Statements  executed and delivered to Bank on or about July
7, 2000, encumbering the Collateral as defined in the Security Agreement and the
Pledge  Agreement,   each  as  amended  by  the  Third  Modification   Agreement
respectively.

     III.  ADVANCES FOR  PROTECTION  OF SECURITY  INTEREST:  In the event Debtor
fails to pay any cost or expense relating to the protection of the Collateral as
defined in the Security  Agreement and the Pledge Agreement,  each as amended by
the Third Modification Agreement, respectively, then Bank may, at its option and
without prior notice,  advance sums on behalf of Debtor in payment of any of the
aforesaid,  including,  without limitation,  charges and claims, prior liens and
insurance  premiums without  prejudice to the right of enforcement of the within
indebtedness or the other remedies of Bank as hereinafter set forth by reason of
the failure of Debtor to make payment of the same; and all such sums so advanced
by Bank  shall be added to and  become  part of the  within  indebtedness,  with
interest  on  each  advance  at the  Rate,  from  the  dates  of the  respective
expenditures,  shall be secured  by the  security  for this  Note,  and shall be
payable by Debtor to Bank upon demand.  The  production of a receipt by the Bank
shall be  conclusive  proof of a payment  or advance  authorized  hereby and the
amount and validity thereof.  The provisions of this paragraph shall apply after
the entry of a judgment  in any  collection  action  based upon this Note or the
security  for this Note and Debtor  shall be  obligated  to pay to Bank any post
judgment advances made by Bank pursuant to this paragraph.

     IV.  REPAYMENTS:  Debtor may at any time prepay the  principal  outstanding
balance  hereof in whole or in part without  penalty or premium,  provided  that
Debtor gives written notice to Bank prior to or contemporaneously  with any such
prepayment of principal.  Partial  prepayments shall be applied first on account
of  interest,  then on account  of other  sums due under  this Note,  other than
principal, and then on account of principal.



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<PAGE>

     V. DEFAULT  RATE OF  INTEREST:  In the event Debtor fails to pay any amount
due under this Note when due or as demanded,  then  interest  shall at all times
during the continuance of such payment default accrue on all sums due under this
Note at the Rate plus five (5%) percent per annum (the Default Rate).

     VI. LATE CHARGE: In the event any monthly  installment shall become overdue
for a period of fifteen  (15) days,  Debtor  shall  promptly  pay to Bank a late
charge of five (5) cents for each dollar so overdue.

     VII. DEFAULT.(a) Each of the following shall constitute an event of default
by Debtor ("Event of Default") hereunder:

          (i) any  installment  of interest,  or principal and interest,  or any
     other sum required  hereunder remains unpaid for the period of fifteen (15)
     days after it shall become due in accordance with the provisions hereof; or

          (ii) the continuance for thirty (30) days after notice of any default,
     other  than a monetary  default,  in the  performance  of any of the terms,
     covenants, agreements,  obligations undertakings,  provisions or conditions
     contained herein; or

          (iii) the  occurrence of any Event of Default under the  provisions of
     the Security Agreement and/or the Pledge Agreement,  each as amended by the
     Third Modification Agreement, or

          (iv) the occurrence of an Event of Default under any other  obligation
     or  indebtedness  of  Debtor to Bank  including,  without  limitation,  the
     occurrence  of any Event of Default  under that certain  Mortgage Note made
     and executed by 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, or

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

          (vi) a change of the majority of the members of the board of directors
     of Transnatinal Industires, Inc. during any twelve (12) month period, or

          (vii)  any  transfer,  sale  or  other  disposition  of any  legal  or
     beneficial  ownership  interest in Spitz, Inc., other than to Bank pursuant
     to the Pledge Agreement.


    (b) Upon the occurrence and during the  continuance of an Event of Default,
the entire unpaid  principal  balance  hereof,  together  with interest  accrued
thereon at the Rate  hereinbefore  specified to the date of Event of Default and


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<PAGE>

thereafter  at the  Default  Rate,  and all other sums due by Debtor  hereunder,
under the  Security  Agreement,  or under the  Pledge  Agreement  together  with
reasonable  attorney's fees,  shall,  upon the declaration of Bank,  immediately
become due and  payable  without  presentment,  demand or further  action of any
kind,  and payment of the same may be enforced and recovered in whole or in part
at any  time by the  entry  of  judgment  on this  Note  or any  other  judicial
proceeding  and the  issuance of a writ of  execution  thereon  upon any real or
personal  property  of Debtor;  and Bank may also  recover all costs of suit and
other expenses, including the cost of the title search, in connection therewith.

     (c) Upon the occurrence  and during the  continuance of an Event of Default
and upon the  acceleration  of the entire  unpaid  balance of  principal of this
Note,  interest  shall  continue to accrue  thereafter at the Default Rate until
this Note,  and all sums due hereunder,  are paid in full,  including the period
following the entry of any judgment.  Interest after default at the Default Rate
shall be calculated  on the basis of a three  hundred sixty (360) day year,  but
charged for the actual number of days elapsed.

     (d) The rights and remedies provided herein, in the Security Agreement,  or
in the Pledge  Agreement  shall be cumulative  and  concurrent  and shall not be
exclusive of any right or remedy  provided by law, in equity or otherwise.  Said
rights and remedies  may, at the sole  discretion  of Bank,  be pursued  singly,
successively  or together as often as occasion  therefor  shall  arise,  against
Debtor and/or the Collateral or any other security for this Note, as applicable.
No failure on the part of Bank to exercise any of such rights or remedies  shall
be deemed a waiver of any such  rights or  remedies  or of any Event of  Default
hereunder.

     (e) Upon the occurrence and during the  continuance of an Event of Default,
Bank shall have the right, but not the duty, to cure such default, in part or in
its  entirety,  and all amounts  expended or debts  incurred by Bank,  including
reasonable  attorneys' fees, shall be deemed to be advances to Debtor,  shall be
added to the principal due under this Note, shall be secured by the security for
this Note,  and shall be payable by Debtor to Bank upon demand with  interest at
the Default Rate.

         VIII.    WARRANT OF ATTORNEY.

     THE FOLLOWING  SECTION SETS FORTH  WARRANTS OF ATTORNEY FOR ANY ATTORNEY TO
CONFESS  JUDGMENTS  AGAINST  DEBTOR.  IN GRANTING  THESE WARRANTS OF ATTORNEY TO
CONFESS  JUDGMENTS  AGAINST  DEBTOR,  DEBTOR  HEREBY  KNOWINGLY,  INTENTIONALLY,
VOLUNTARILY,  AND  UNCONDITIONALLY  WAIVES ANY AND ALL RIGHTS DEBTOR MAY HAVE TO
PRIOR NOTICE AND AN OPPORTUNITY  FOR HEARING UNDER THE RESPECTIVE  CONSTITUTIONS
AND LAWS OF THE COMMONWEALTH OF PENNSYLVANIA AND THE UNITED STATES OF AMERICA.



                                       5
<PAGE>

     UPON  DEBTORS  FAILURE  TO PAY ANY SUM DUE  HEREUNDER  AS AND  WHEN  DUE OR
DEMANDED  DEBTOR DOES HEREBY  IRREVOCABLY  AUTHORIZE AND EMPOWER ANY ATTORNEY OF
THE  PROTHONOTARY OF ANY COURT OF RECORD OF THE  COMMONWEALTH OF PENNSYLVANIA OR
ELSEWHERE  TO  APPEAR  FOR  DEBTOR  IN ANY SUCH  COURT,  AND WITH OR  WITHOUT  A
COMPLAINT OR DECLARATION  FILED, IN AN APPROPRIATE ACTION BROUGHT AGAINST DEBTOR
ON THIS NOTE, TO ENTER AND CONFESS  JUDGMENT  AGAINST DEBTOR IN FAVOR OF BANK OR
ITS SUCCESSORS AND ASSIGNS, FOR THE ENTIRE AMOUNT DUE TO BANK UPON SUCH EVENT OF
DEFAULT  AS  PROVIDED  HEREIN,  TOGETHER  WITH  COSTS  OF  SUIT  AND  REASONABLE
ATTORNEYS'  FEES, BUT IN NO EVENT LESS THAN FIVE THOUSAND  ($5,000.00)  DOLLARS;
AND FOR SO DOING THIS NOTE OR A COPY  HEREOF  VERIFIED BY  AFFIDAVIT  SHALL BE A
SUFFICIENT  WARRANT.  THE AUTHORITY HEREIN GRANTED TO APPEAR,  ENTER AND CONFESS
JUDGMENT SHALL NOT BE EXHAUSTED BY ANY ONE OR MORE  EXERCISES  THEREOF OR BY ANY
DEFECTIVE  EXERCISE THEREOF,  BUT SHALL CONTINUE AND BE EXERCISABLE FROM TIME TO
TIME UNTIL THE FULL PAYMENT OF ALL AMOUNTS DUE FROM DEBTOR TO BANK HEREUNDER AND
UNDER THE LINE OF CREDIT AGREEMENT IS MADE.

     DEBTOR  ACKNOWLEDGES THAT IT HAS HAD THE ASSISTANCE OF LEGAL COUNSEL IN THE
REVIEW AND EXECUTION OF THIS NOTE AND FURTHER  ACKNOWLEDGES THAT THE MEANING AND
EFFECT OF THE FOREGOING PROVISIONS  CONCERNING  CONFESSION OF JUDGMENT HAVE BEEN
FULLY EXPLAINED TO DEBTOR BY SUCH COUNSEL AND AS EVIDENCE OF SUCH FACT SIGNS ITS
INITIALS.

                  /s/ PLD                            /s/ JAS
         --------------------------         -----------------------------------
         (Initials of Officer of  Debtor)      (Initials of Officer of  Debtor)

     IX. WAIVER OF BENEFIT AND DEFECTS.  Debtor hereby waives the benefit of any
laws now or hereafter enacted providing for any stay of execution, marshaling of
assets, exemption from civil process, redemption, extension of time for payment,
or valuation or  appraisement  of all or any part of the Collateral or any other
security  for this Note,  exempting  all or any part of the  Collateral,  or any
other  security  for  this  Note  from  attachment,  levy or sale  upon any such
execution or  conflicting  with any  provision of this Note.  Debtor  waives and
releases  Bank and said  attorney  or  attorneys  from all  errors,  defects and
imperfections  whatsoever in confessing any such judgment or in any  proceedings
relating thereto or instituted by Bank hereunder.  Debtor hereby agrees that any
property that may be levied upon pursuant to a judgment obtained under this Note
may be sold upon any  execution  thereon in whole or in part,  and in any manner
and order that Bank, in its sole discretion may elect.


     X.  MISCELLANEOUS:   Debtor  hereby  waives  protest,  notice  of  protest,
presentment, dishonor, notice of dishonor and demand. Debtor agrees to reimburse
Bank for all costs and expenses  including  reasonable  counsel fees incurred by
Bank in connection  with the  enforcement  hereof.  The rights and privileges of
Bank under this Note shall inure to the benefit of its  successors  and assigns.
All representations, warranties and agreements of Debtor made in connection with
this Note shall bind Debtor's  successors and assigns.  If any provision of this

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<PAGE>

Note  shall  for any  reason  be  held  to be  invalid  or  unenforceable,  such
invalidity or unenforceability  shall not affect any other provision hereof, but
this Note shall be construed as if such invalid or  unenforceable  provision had
never  been  contained  herein.  This Note has been  delivered  in, and shall be
governed by the laws of the Commonwealth of Pennsylvania.

     The  Debtor  agrees  and  acknowledges  that  the use  herein  and in other
documents  being  entered into between the Debtor and Bank of even date herewith
of the phrase  upon the  occurrence  and during the  continuance  of an Event of
Default and other similar phrases, does not mean and shall not be interpreted to
mean that, subsequent to such time as the Bank has accelerated amounts due to it
upon the  occurrence  of an Event of  Default,  the Debtor can cure the Event of
Default  by  paying  less  than  the  amount  that  has  been  so   accelerated.
Notwithstanding  anything in the foregoing  sentence to the  contrary,  upon the
occurrence  of an Event of Default and prior to Banks  acceleration  of the sums
due or exercise of any other  remedy of Bank,  Debtor does not have the right to
cure the Event of Default, and Bank shall not be obligated to accept any payment
or other  performance  tendered  to cure the Event of Default.  Further,  in the
event Bank waives an Event of Default  and permits  Debtor to cure such Event of
Default,  such waiver shall not constitute a waiver of any  subsequent  Event of
Default  or create or be  interpreted  to create any right of Debtor to cure any
subsequent Event of Default.

     XI. NO WAIVER.  The granting,  with or without notice,  of any extension or
extensions  of time for  payment  of any sum or sums due  hereunder,  or for the
performance of any covenant, provision, condition or agreement contained herein,
in the Security  Agreement,  or in the Pledge Agreement,  or the granting of any
other  indulgence,  or the taking or releasing or  subordinating of any security
for the indebtedness evidenced hereby, or any other modification or amendment of
this  Note,  the  Security  Agreement,  or the Pledge  Agreement  will in no way
release or discharge  the  liability  of Debtor,  whether or not granted or done
with the knowledge or consent of Debtor.

     XII.  NOTICES:  All notices,  invoices,  requests and other  communications
hereunder  shall be in writing and shall be sent by first  class  mail,  postage
prepaid, and addressed as follows:

         For Bank:
                           First Keystone Bank
                           22 West State Street
                           Media, PA  19063
                           Attention: A. Charles Amentt Jr., Vice President

         For Debtor:
                           Transnational Industries, Inc.
                           P.O.Box 198
                           Route 1
                           Chadds Ford PA 19317

                           and

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<PAGE>


                           Spitz, Inc.
                           P.O. Box 198
                           Route 1
                           Chadds Ford PA 19317
                          Attention: Mr. Paul L. Dailey, Vice President

         with a copy (which shall not constitute notice) to:

                           Finn Dixon & Herling LLP
                           One Landmark Square, Suite 1400
                           Stamford, CT   06901
                           Attention: David I. Albin, Esq.

     XIII.  GOVERNING  LAW:  This Note shall be  governed  by and  construed  in
accordance with the laws of the Commonwealth of Pennsylvania.

     XIV. JOINT AND SEVERAL  LIABILITY:  Each and every entity signing this Note
is fully and personally  obligated to keep all of the promises made in this Note
including,  without  limitation,  the promises to pay the full amount owed. Bank
may enforce its rights  under this Note  against  each entity  signing this Note
individually or jointly.

     XV. RENEWAL NOTE: This Note is executed and delivered in  substitution  and
replacement of the Debtors  obligations under and the indebtedness  evidenced by
the Line of Credit Note,  the First  Renewal Note and the Second  Renewal  Note.
This 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 this 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,
without novation or interruption.

     XIV.  WAIVER OF JURY TRIAL: BY ITS EXECUTION AND DELIVERY OF THIS NOTE, THE
DEBTOR HEREBY KNOWINGLY,  VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHTS IT MAY
HAVE TO A TRIAL BY JURY IN RESPECT OF ANY  LITIGATION  BASED HEREON,  OR ARISING
OUT OF, UNDER OR IN CONNECTION  WITH,  THIS NOTE, THE LINE OF CREDIT  AGREEMENT,
ANY  OTHER  DOCUMENT  OR  INSTRUMENT  RELATED  HERETO  OR  THERETO,  ANY  OF THE
TRANSACTIONS  CONTEMPLATED HEREBY OR THEREBY OR ANY COURSE OF CONDUCT, COURSE OF
DEALING,  STATEMENTS  (WHETHER  VERBAL OR WRITTEN) OR ACTIONS OF THE BANK OR THE
DEBTOR IN  CONNECTION  HEREWITH  OR  THEREWITH.  THIS  PROVISION  IS A  MATERIAL
INDUCEMENT FOR THE BANK TO ENTER INTO THIS NOTE.



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<PAGE>

     IN WITNESS  WHEREOF,  and intending to be legally bound hereby,  Debtor has
duly  executed  this Note the day and year first above  written and has hereunto
set hand and seal.

WITNESS:                               DEBTOR:

/s/ Maria Pantano Bucci                TRANSNATIONAL INDUSTRIES, INC.
                                             A Delaware Corporatio

                                      BY: /s/ Jonathan Shaw              (SEAL)
                                         --------------------------------

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


                                         SPITZ, INC.
                                         A Delaware Corporation



                                      BY: /s/ Jonathan Shaw              (SEAL)
                                         --------------------------------

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


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