July 7, 2000



Transnational Industries, Inc. and
Spitz, Inc.
P.O. Box 198
Route 1
Chadds Ford, PA 19317



         Re:      Amendment to Commercial Revolving Line of Credit

To:      Transnational Industries, Inc. and Spitz, Inc.

         First Keystone Federal Savings Bank ("Lender") is pleased to inform you
that  the  request  of   Transnational   Industries,   Inc.   and  Spitz,   Inc.
(individually, collectively, jointly and severally, the "Borrower") to amend the
terms of the  existing  commercial  revolving  line of credit  loan  facility to
increase  the Maximum  Credit  Limit (as defined in that  certain Line Of Credit
Agreement  dated June 12, 1997  between  Lender and  Borrower,  and  hereinafter
referred to as the "Loan  Agreement") from Eight Hundred Thousand  ($800,000.00)
Dollars  (the  "Initial  Credit  Line")  to One  Million  One  Hundred  Thousand
($1,100,000.00) Dollars (the "Credit Line") has been approved in accordance with
the terms and  conditions  set forth  below,  all of which,  unless  modified by
Lender prior to closing of the Credit Line (hereinafter sometimes referred to as
the "Loan"), and accepted by Borrower, shall survive such loan closing.

         1. Loan Amount. The Initial Credit Line shall be increased to an amount
not to exceed One Million  One Hundred  Thousand  ($1,100,000.00)  Dollars  (the
"Maximum  Credit  Line  Limit"),  and shall be  disbursed  pursuant  to the Loan
Agreement,  as  hereafter  amended  pursuant to an  Amendment  No. 1 to the Loan
Agreement.

         2.  Interest.  Interest  on the  outstanding  principal  balance of the
Credit Line shall accrue at a floating  rate equal to the Wall Street Prime Rate
plus one-half (0.50%) percent (the "Credit Line Rate"), it being understood that
the Rate of interest on the Credit Line shall change as of the date of change of
the Wall Street  Prime  Rate.  The Wall  Street  Prime Rate is the "Prime  Rate"
published  in the "Money  Rates"  section  of the Wall  Street  Journal,  or the

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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
time period,  or if it ceases to publish a "Prime Rate", then Lender may use any
similar published prime or base rate.

         3.  Repayment.  The Credit Line will  provide  for monthly  payments of
interest only on funds advanced. The entire outstanding principal balance of the
Credit Line and accrued interest, together with any other sums payable under the
Credit Line Documents shall be due and payable on the 60th month  anniversary of
the  consummation  of the  amendments  contemplated  hereby  (the  "Credit  Line
Maturity  Date").  Monthly  installments  of interest  due under the Credit Line
shall  be due and  payable  on the  first  day of  each  calendar  month.  It is
expressly agreed and understood that nothing contained herein shall be construed
to amend or modify the terms of that  certain  Term Note (as defined in the Loan
Agreement)  or otherwise  extend the Maturity Date (as defined in the Term Note)
of the Term Loan (as defined in the Loan Agreement) beyond July 1, 2002.

         4. Loan Fees.  Unless otherwise  specified,  Loan fees shall be paid at
the Loan closing, and are as follows:

         (a)      Lender's  Attorney's Fee. Borrower shall pay the legal fees of
                  Lender's counsel (hereinafter  "Lender's Counsel") incident to
                  the   preparation  and  review  of  this  commitment  and  the
                  Additional  Credit Line Documents and closing of the Loan. The
                  estimated amount of Lender's  Counsel fee is $2,500.00,  which
                  shall be paid at the time of Loan closing.

         5.  Other  Costs.  Borrower  shall  pay all other  costs  and  expenses
incidental to amendment of the Initial Credit Line as contemplated hereby or the
preparation,  execution,  acknowledgment,   delivery  and/or  recording  of  the
Additional  Credit  Line  Documents  including,   without  limitation,   filing,
recording, notary fees and credit fees.

         6. Loan Documents.  In addition to the Credit Line Documents which have
already been executed by Borrower and delivered to Lender in connection with the
Initial Credit Line, the following  additional documents (the "Additional Credit
Line Documents")  shall be executed by Borrower and delivered to Lender, in form
and substance  satisfactory to Lender and its counsel,  as a condition precedent
to the Loan Closing,  and which  Additional  Credit Line Documents  shall,  when
executed by Borrower and delivered to Lender, constitute Credit Line Documents:

         (a)      Renewal Line of Credit Note  indicating a Maximum Credit Limit
                  of   $1,100,000.00    (containing   Confession   of   Judgment
                  provisions);

         (b)      Modification Agreement dated as of July 7, 2000;

         (c)      Affidavit of Business Purpose executed by Borrower;


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         (d)      UCC-1  financing  statements to be filed with the Secretary of
                  State of Delaware against the Borrowers; and

         (e)      Such  other  documents  as  Lender  or  Lender's  Counsel  may
                  require.

         7. Loan Closing Date. Closing on the Loan shall occur on or before July
15,  2000 at such time and place as shall be  designated  by  Lender,  or Lender
shall have no obligation hereunder.

         8. Time of the Essence.  The closing date and all other dates and times
specified herein are of the essence.

         9.  Conditions of the Loan. The  obligations of Lender to fund the Loan
are expressly subject to the following  conditions which must be met to Lender's
satisfaction prior to the closing of the Loan:

         (a)      The receipt by Lender of all documents,  which, in the opinion
                  of  Lender's  counsel  are  necessary  to perfect the lien and
                  security interest of Lender; and

         (b)      Execution   and  delivery  of  the   Additional   Credit  Line
                  Documents; and

         (c)      Borrower  providing  Lender, no less than five (5) days before
                  Loan  Closing,  at Borrower's  sole cost and expense,  current
                  financial  statements of Borrower  compiled by an  independent
                  certified  public  accountant  satisfactory  to  Lender in its
                  discretion, together with evidence satisfactory to Lender that
                  there have been no material  adverse  changes in the financial
                  conditions   of  Borrower   since  the   submission  of  their
                  respective financial statements of Lender; and

         (d)      Borrower  providing  to  Lender,  no less  than  five (5) days
                  before Loan closing,  at Borrower's  sole cost and expense,  a
                  secretary's certificate, a Certificate of Good Standing issued
                  by the Secretary of State of the  Commonwealth of Pennsylvania
                  and the State of Delaware  issued not more than  fifteen  (15)
                  days  prior  to the  date of  Loan  closing,  and  appropriate
                  authorizing resolutions; and

         (e)      Borrower's payment of taxes,  documentary stamps, filing fees,
                  and other  expenses  incurred by Lender and arising  from this
                  transaction; and

         (f)      The inclusion of provisions in the Renewal Line of Credit Note
                  waiving  Borrower's  right  to a jury  trial  and  such  other
                  standard  warranties  and  covenants  as shall be  required by
                  Lender; and


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<PAGE>

         (g)      The opinion of counsel to Borrower, dated the date of the Loan
                  closing,  addressed  to  Lender,  and in  form  and  substance
                  satisfactory  to  Lender's  Counsel,  to the  effect  that the
                  Borrower is validly organized, existing, authorized to conduct
                  business,  and in good standing in Pennsylvania  and Delaware;
                  that the execution and delivery of the Additional  Credit Line
                  Documents  shall be binding upon the Borrower and  enforceable
                  against   Borrower  in   accordance   with  their   respective
                  provisions;  that such  counsel is without  any  knowledge  or
                  information  contrary to the  representations  and  warranties
                  made by  Borrower  as are more  fully set forth in the  Credit
                  Line Documents;  that no consent of any governmental authority
                  or third party is required with regard to the execution of the
                  Additional Credit Line Documents;  that Borrower has the power
                  and  authority  to  enter  into  the  Additional  Credit  Line
                  Documents and perform Borrower's obligations  thereunder,  and
                  that Borrower has duly authorized the execution of delivery of
                  the  Additional  Credit  Line  Documents;  that  there  are no
                  agreements or  instruments  to which  Borrower is bound or any
                  law,  administrative  regulation  or  court  decree  to  which
                  Borrower  is bound  which was or shall be breached or violated
                  by Borrower having executed,  delivered or performed under the
                  Additional Credit Line Documents, and that there is no pending
                  or threatened  litigation  which would affect the  Collateral,
                  Borrower's ability to perform its obligations under the Credit
                  Line Documents.

         10. Expenses Incident to Closing.  All Costs associated with the making
and  closing  of  the  Loan,  including,  without  limitation,  legal  fees  and
disbursements  of Lender's  Counsel,  recording and filing  costs,  shall be the
responsibility  of Borrower.  Such fees and expenses as are actually incurred by
Lender shall be paid to Lender whether or not the Loan closing takes place.

         11. Other Financing. It is a condition precedent to closing of the Loan
that the  Collateral  securing  this  Loan,  be free of liens and  encumbrances,
except as to those liens which have been executed by Borrower in favor of Lender
and those liens which have been approved by Lender. Borrower shall not create or
permit to exist any other lien on, or security  interest in, the  Collateral  or
any other property of Borrower, without the prior written consent of Lender.

         12. Assignment. This Commitment may not be assigned by Borrower without
the prior written consent of Lender.

         13.  Entire  Agreement.  This  commitment  letter  expresses the entire
agreement  of Lender and Borrower  with  respect to amending the Initial  Credit
Line  as   contemplated   hereby  and  supersedes  all  prior  written  or  oral
understandings;  provided,  however,  that all written and oral  representations
made by Borrower to Lender with respect to the provisions  made hereunder  shall
survive the issuance of this letter.  It is expressly agreed and understood that

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except as specifically  provided for herein, all of the terms,  conditions,  and
provisions  set forth in that  certain  Commitment  Letter  dated  May 15,  1997
executed by Lender and Borrower in connection  with the initial Credit Line (the
"Original  Commitment  Letter")  shall remain in full force and effect and shall
apply to this  Commitment as if fully set forth  herein.  Time is of the essence
with respect to this letter and documentation required hereunder.

         14.  Expiration  Date.  Lender's  offer of  commitment  will expire and
become null and void on July 10, 2000 and Lender shall have no further liability
hereunder unless, on or prior to such date, this offer of commitment is accepted
in writing by Borrower and returned to Lender.

         15.  Omissions  or  Misstatements.   If  there  are  any  omissions  or
misstatements  in  the  applications  for  the  Loan  or  Borrower's   financial
statements or if any information  contained  therein or otherwise relied upon by
Lender in making the Loan becomes  inaccurate or misleading  between the date of
the Loan application and the closing date, Lender may terminate this Commitment,
whereupon Lender shall have no further liability hereunder.

         16.  Governing Law. This  Commitment,  the Loan Documents and all other
documents  which may be required to complete the Loan  transaction  contemplated
herein shall be subject to and shall be construed  according to the  substantive
laws of the Commonwealth of Pennsylvania.

         17. Capitalized Terms. Unless otherwise defined herein, all capitalized
terms shall have the meaning set forth in the Original Commitment Letter.

         This Commitment is delivered for immediate  acceptance by Borrower.  It
is understood and agreed that, when accepted, this Commitment shall constitute a
contract between Borrower,  and Lender to which the parties intend to be legally
bound. It is expressly agreed by the parties that this Commitment Letter and the
agreements herein shall survive the Loan Closing and become one of the documents
evidencing the Loan.


                                          Very truly yours,


                                          /s/ A. Charles Amentt
                                          A. CHARLES AMENTT, JR.
                                          Vice President


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Intending to be legally bound hereby the  undersigned  hereby agree to the above
terms and conditions of this Loan Commitment:

                                      BORROWER:

                                      TRANSNATIONAL INDUSTRIES, INC.

                                      By: /s/ Charles H. Holmes Jr.       (SEAL)
                                      -----------------------------



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


                                      BORROWER:

                                      SPITZ, INC.

                                      By: /s/ Charles H. Holmes Jr.       (SEAL)
                                      -----------------------------



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

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