AGREEMENT

                Agreement dated June 12, 1997 among Transnational
            Industries, Inc. ("Guarantor"), Spitz, Inc. ("Obligor")
                        and Comerica Bank ("Comerica").

      The parties agree:

      1. As of the date of this Agreement, Obligor and Guarantor are indebted to
Comerica as of June 12, 1997, as follows:

     Maker           Note        Principal       Interest
-------------------------------------------------------------
    Obligor       Revolving          0              0
    Obligor          Term      $1,352,000.00    $4,349.33
   Guarantor         Term        $21,782.68         $0

plus fees and expenses (the "Indebtedness"). In addition, Comerica is the holder
of a Stock  Subscription  Warrant  ("Warrant")  dated  as of  April  1,  1994 to
purchase 2,178,268 shares of common stock of Guarantor.

       2. Concurrently  with execution of this Agreement,  Obligor and Guarantor
        shall pay  $1,235,849.33  to Comerica  in  immediately  available  funds
        (consisting  of principal of $1,230,000,  accrued  interest of $4,349.33
        and fees and expenses of $1,500).

       3. Obligor and Guarantor  acknowledge  that the Revolving Credit Loan has
        expired  and that  Comerica  has no  obligation  to lend to Obligor  and
        Guarantor under that facility or otherwise.

       4.  Obligor  and  Guarantor  have  prepared  certain  UCC-3   termination
        statements  for  execution by Comerica,  as scheduled on Exhibit A. Upon
        receipt from Comerica,  Obligor and Guarantor accept the  responsibility
        and expense of filing all such UCC-3 termination statements.

       5. Upon  fulfillment of the  requirements of the Obligor and Guarantor in
        paragraph 2, Comerica  shall,  subject to paragraph 7 below,  accept the
        payment  under  paragraph 2 as payment in full of the  Indebtedness  and
        shall:

                 (a)  execute and deliver to Obligor or its  designee  the UCC-3
                      termination statements identified on Exhibit A;

                 (b)  return to Guarantor the Warrant;

                 (c) return to the  respective  obligors the $500,000  Revolving
                   Credit Note by Obligor dated April 1, 1994, the $1,800,00

                                      (1)
<PAGE>


                  Convertible  Term Note by Obligor  dated April 1, 1994 and the
                  $21,782.68  Term Note by Guarantor  dated April 1, 1994,  each
                  marked "PAID".

       6. Obligor and Guarantor  understand that Comerica may have to report the
        cancellation of indebtedness to the Internal Revenue Service.

       7. The  Indebtedness  may not  represent  all  amounts  owing to Comerica
        because of returned items,  insufficient  funds checks,  partial credits
        and  provisional  credits taken into  consideration  in calculating  the
        Indebtedness,  and because of any disgorgements of any nature,  required
        to be made by  Comerica  in the  future  based on the  avoidance  of any
        previous  payments  to  Comerica  on  the  Indebtedness,   whether  such
        avoidance  is  pursued  under  the  United  States  Bankruptcy  Code  or
        otherwise (collectively, the "Adjustments").  Because of the possibility
        of Adjustments,  Obligor and Guarantor agree to indemnify  Comerica from
        any and all losses or deficiencies caused by any Adjustments which arise
        (at any time), and agree to pay, and hold Comerica harmless with respect
        to all Adjustments.

       8. In consideration of Comerica's  acceptance of a discounted  payment of
        the  Convertible  Term  Note  by  Obligor  dated  and the  Term  Note by
        Guarantor and its return of the Warrant, Obligor and Guarantor knowingly
        and voluntarily  release Comerica,  its employees,  agents,  affiliates,
        subsidiaries,  successors and assigns, from any claim, right or cause of
        action  which now exists or  hereafter  arises as a result of such acts,
        omissions or events occurring prior to the date hereof, whether known or
        unknown,  arising  from or in any way related to the  Indebtedness,  the
        Loan Documents or the relationship among Comerica, Obligor and Guarantor
        or any of  them.  Obligor  and  Guarantor  shall  also  defend  and hold
        harmless Comerica from any claim or damages of Obligor and Guarantor, or
        any of  them,  or any  third  party  against  Comerica  arising  from or
        relating to the Indebtedness,  the Loan Documents, this Agreement or the
        business relationship among the Comerica Obligor and Guarantor.

       9. The  parties  covenant  and  agree to  execute  and  deliver  all such
        documents and to take all such further actions,  including the provision
        of information, as the other may reasonably deem necessary, from time to
        time,  to carry out the intent  and  purpose  of this  Agreement  and to
        consummate the transaction contemplated.

       10. The agreements,  representations  and warranties of the parties shall
        survive the consummation of the assignment.



                                      (2)
<PAGE>

       11. This Agreement  shall be governed by and construed in accordance with
        the laws of the State of Michigan  without  reference  to  conflicts  of
        laws.

       12. This Agreement sets forth the entire  agreement and  understanding of
        the parties,  and  supersedes  all prior  agreements  and  understanding
        between the parties with respect to the assignment. This Agreement shall
        be binding on, and inure to the benefit of, the parties and their heirs,
        successors and assigns.

       13. This Agreement may be signed in counterparts,  each of which shall be
        an  original  and both of which  taken  together  shall  constitute  one
        agreement.

       14. This Agreement may not be changed,  waived,  discharged or terminated
        orally, but only by an instrument in writing signed by the party against
        which  enforcement of such change,  waiver,  discharge or termination is
        sought.



                          TRANSNATIONAL INDUSTRIES, INC.




                       By:/s/ Charles H. Holmes Jr.

                      Its: President


                          SPITZ, INC.



                       By:/s/ Charles H. Holmes Jr.

                      Its: President


                          COMERICA BANK



                       By:/s/ Timothy K. McLaughlin

                      Its: Vice President

                                      (3)