Exhibit 10.14
                          SECOND MODIFICATION AGREEMENT

       THIS SECOND MODIFICATION  AGREEMENT (the "Agreement") is made and entered
into this 18th day of July,  2002, by and between 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,  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.  Borrower  has now  requested  that  the  Line of  Credit  be  further
increased to Two Million ($2,000,000.00) Dollars.

       D. As of the date  hereof the  outstanding  balance of the Line of Credit
Note is One Million  Fifty-Two  Thousand  Seven Hundred  Thirty-Two  Dollars and
Forty-One Cents ($1,052,732.41).


<PAGE>


       E. Bank has no obligation to increase the maximum  available credit under
the Line of Credit.  Bank is willing to increase  the maximum  available  credit
under the Line of Credit on the terms and  conditions  set forth in this  Second
Modification  Agreement  and in the Second  Renewal  Line of Credit Note of even
date herewith (the "Second 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  Modification  Agreement  dated  July 7, 2000,  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 Two
              Million  ($2,000,000.00)  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  Second  Renewal Line of Credit Note  executed by Borrower
              and  delivered  to Bank July 18,  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")."

       3. Paragraph 1.2 of the Line of Credit  Agreement dated June 12, 1997, as
amended by the  Modification  Agreement  dated  July 7, 2000,  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  July 6, 2005,
              provided, however, the aggregate amount advanced, less repayments,
              shall not exceed the sum of Two Million ($2,000,000.00) 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


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<PAGE>

              and the Term  Loan,  less  repayments,  to exceed  the sum of; (i)
              eighty  (80%)  percent  of  the  Borrower's   "Qualified  Accounts
              Receivable" (as hereinafter  defined) and (ii) fifty (50%) percent
              of Borrower's  "Qualified  Inventory" (as hereinafter defined) and
              (iii) Five Hundred Two Thousand ($502,000.00) Dollars representing
              the orderly  liquidation  value of the  Borrower's  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 Borrower's  machinery and equipment (such
              a determination to be at the Bank's 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  Borrower's  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 (g) of the Line of Credit Agreement dated June 12, 1997,
as amended by the  Modification  Agreement dated July 7, 2000, is deleted in its
entirety and the following inserted in its place and stead:

       "(g) In the Bank's 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 Borrower's  Annual Report on Form 10-KSB
       for the fiscal year ended January 31, 2001."

       5. The Security  Agreement  dated June 12, 1997,  as amended July 7, 2000
(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


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<PAGE>

       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.

       6. The Pledge Agreement dated June 12, 1997, as amended July 7, 2000 (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 July 18, 2002, and any extensions and/or renewals thereof.

       7. 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,  Term Note and  related  Term Loan
documents,  the Line of Credit  Agreement dated June 12, 1997, as amended by the
Modification  Agreement  dated July 7, 2000,  and further  amended by the Second
Modification  Agreement dated July 18, 2002 (the Line of Credit  Agreement dated
June  12,  1997,  Modification  Agreement  dated  July 7,  2000  and the  Second
Modification  Agreement  dated July 18, 2002 shall  hereinafter  collectively be
referred to as the "Line of Credit  Agreement"),  the Line of Credit Note, First
Renewal Note,  Second  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, Term Note, First
Renewal  Note,  Second  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 Term
Note,  First Renewal Note,  Second Renewal Note,  the Line of Credit  Agreement,
Security Agreement, Pledge Agreement or the time for payment of the Term Loan or
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  dated June 12, 1997, the  Modification  Agreement


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<PAGE>

dated July 7, 2000 and/or the Security  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.

       8. 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.

       9. Borrower hereby ratifies and affirms all of the terms,  conditions and
provisions  of  the  Security  Agreement,   Pledge  Agreement,  UCC-1  Financing
Statements,  Term Note, Line of Credit Note, First Renewal Note,  Second Renewal
Note and Line of Credit  Agreement  dated June 12, 1997,  to the extent the same
are not otherwise modified herein.

       10.  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,  Term Note, Line of Credit Note,
First Renewal Note,  Second  Renewal Note and Line of Credit  Agreement are true
and correct as of the date hereof and hereby renews the same.

       11. The Second Renewal Note is executed and delivered in substitution and
replacement of the Borrower's  obligations under and the indebtedness  evidenced
by the Line of Credit Note and the First Renewal Note.  The Second  Renewal Note
stands in the place and stead of the Line of Credit  Note and the First  Renewal
Note and is not an additional indebtedness or a satisfaction of the indebtedness
evidenced  by  the  Line  of  Credit  Note  and  the  First  Renewal  Note.  The
indebtedness  and  obligations  evidenced  by the Line of Credit  Note the First
Renewal Note are continued, renewed, extended and modified by the Second 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 without novation or interruption.

       12.   Borrower  hereby   acknowledges   and  agrees  that  no  setoff  or
counterclaim  to  Borrower's  obligations  evidenced by the Second  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  Note as of July 18,  2002 is One Million
Fifty-Two   Thousand  Seven  Hundred  Thirty-Two  Dollars  and  Forty-One  Cents
($1,052,732.41),  that to the  best of  Borrower's  knowledge,  information  and
belief, no Event of Default (as defined in the Second 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 Second
Renewal Note.


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


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



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


Witnesses Present:                     BORROWER:

                                       SPITZ, INC.



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


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

                                       BANK:

                                       FIRST KEYSTONE FEDERAL SAVINGS BANK


 /s/ Donn Guthrie                     By: /s/ A. Charles Amentt           (SEAL)
                                          -----------------------------


 /s/ David Albin                     ATTEST:                              (SEAL)
                                            -----------------------------


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