Exhibit 10.15

                          SECOND RENEWAL LINE OF CREDIT
                                      NOTE

                               Media, Pennsylvania

Maximum Credit Limit:    $2,000,000.00                      Date: July 18, 2002

                                   Background

       A. First  Keystone  Federal  Savings  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 on 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  was  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 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  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 the  Second
Modification   Agreement  of  even  date  herewith  (the  "Second   Modification
Agreement")  and this  Second  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 and the Second  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 Two  Million  ($2,000,000.00)
Dollars,  or so much  thereof as may be advanced  from time to time,  and remain
unpaid, under the Line of Credit Agreement,  as the same is amended by the First
Modification  Agreement  and the Second  Modification  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 August 1, 2002, a payment of interest only on the daily  principal
balance  outstanding  on the Line of Credit from July 1, 2002 to July 31,  2002,
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 September,  2002,  and on the same day of each month
thereafter  until July 6, 2005 (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;

       (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 July 6, 2005 (the "Maturity  Date"),  such sums as Spitz,
Inc.  may  request,  in  writing,  not to  exceed  at any time  outstanding  the
principal  sum of Two  Million  ($2,000,000.00)  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.

                                       2
<PAGE>

       II.  SECURITY:  The payment of this Note is secured by, inter alia,  that
certain  Security  Agreement,  Pledge  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
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  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.

       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

                                       3
<PAGE>

       (iii) the  occurrence of any Event of Default under the provisions of the
Security Agreement and/or the Pledge 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 the Note, or

       (v) in the Bank's  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  Debtor's  Annual  Report on Form  10-KSB  for the fiscal  year ended
January 31, 2002, or

       (vi) any transfer,  sale or other  disposition  of fifty (50%) percent or
more of the legal or beneficial ownership interests in Transnational Industries,
Inc., 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  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


                                       4
<PAGE>

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.

       UPON  DEBTOR'S  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.



         (Initials of Officer of Debtor) (Initials of Officer of Debtor)



                                       5
<PAGE>

       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
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.

                                       6
<PAGE>

       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 Federal Savings 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

                           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 Borrower's  obligations under and the indebtedness  evidenced
by the Line of Credit Note and the First Renewal  Note.  This 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 and the First 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,


                                       7
<PAGE>

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.

       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:

                                       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)
                                          ------------------------------

                                       8