FIRST AMENDMENT TO LEASE


     This  Amendment  to Lease made and entered  into this ___ day of  December,
2001,  by  and  between  BRANDYWINE  OPERATING  PARTNERSHIP,  L.P.  (hereinafter
referred to as "Landlord") and HIRSCH INTERNATIONAL CORP.  (hereinafter referred
to as "Tenant").

                                   WITNESSETH:

     WHEREAS,  pursuant to the terms and conditions of a certain lease agreement
between  Landlord and Tenant dated March 8, 2001 (the "Lease"),  Landlord leased
approximately  24,439  rentable  square feet (the  "Original  Premises")  at the
building  located  at  200  Wireless   Boulevard,   Hauppauge,   New  York  (the
"Building"); and

     WHEREAS,  Landlord  and Tenant  wish to amend the Lease,  subject to and in
accordance with the provisions of this Amendment.

     NOW, THEREFORE, in consideration of Ten ($10.00) Dollars and other good and
valuable  consideration,  the receipt of which is hereby acknowledged,  Landlord
and  Tenant  agree  that the Lease  shall be and the same is hereby  amended  as
follows:

1.   Incorporation of Recitals.
     --------------------------

     The  recitals  set forth  above,  the Lease  referred  to  therein  and the
exhibits attached hereto are hereby  incorporated  herein by reference as if set
forth in full in the body of this Amendment.

2.   Lease of Additional Premises.
     ----------------------------

     (a) The Lease is hereby amended to provide that Landlord hereby demises and
lets unto  Tenant,  and  Tenant  hereby  leases  and hires  from  Landlord,  the
remaining  26,402  rentable  square feet of space at the  Building,  as shown on
Exhibit "A" and made a part hereof (the "Additional Premises"). It is the mutual
intention of Landlord and Tenant that the Additional Premises shall be leased to
and  occupied  by Tenant  on and  subject  to all of the  terms,  covenants  and
conditions of the Lease,  except as otherwise expressly provided to the contrary
in this  Amendment,  and to that end Landlord and Tenant  hereby agree that from
and after the Additional Premises Commencement Date (as hereinafter defined) the
word  "Premises",  as  defined in the Lease,  shall  mean and  include  both the
Original  Premises  and the  Additional  Premises,  containing a total of 50,841
rentable square feet, unless the context otherwise requires.

     (b)  Tenant  hereby  acknowledges  that  it has  inspected  the  Additional
Premises,  agrees to take the  Additional  Premises in its "as is" condition and
further agrees that Landlord shall not be required to perform any work, make any
installations or incur any expense in connection with Tenant's  occupancy of the
Additional  Premises,  except as specifically set forth herein.  Notwithstanding
the  foregoing,  Landlord  shall  perform  the  following  work with  respect to
Tenant's  leasing  of  the  Additional   Premises   (collectively,   "Landlord's
Additional  Premises Work"): (a) one (1) loading dock shall be added at the rear
of the Building  next to the existing  loading  dock,  pursuant to the plans and
specifications  for such  loading  dock to be agreed upon by both  Landlord  and
Tenant (b) the separation of the Building electric system shall be completed and
a direct meter for the Additional Premises shall be installed;  (c) all existing
Building mechanical,  electrical and plumbing systems shall be in proper working
order.  It is  understood  and agreed  that a portion of  Landlord's  Additional
Premises  Work  shall  be  performed   subsequent  to  the  Additional  Premises
Commencement  Date.  Tenant  further  acknowledges  that  Landlord's  Additional
Premises  Work  shall be  performed  while  Tenant  is  occupying  the  Original
Premises.  Tenant  hereby  acknowledges  and agrees that  Landlord  shall not be
liable  for any  inconvenience  to  Tenant  or for  interference  with  Tenant's
business or use of the Original Premises and the Additional  Premises during the
performance  of  Landlord's   Additional   Premises  Work.  Landlord  shall  use
reasonable  efforts to  minimize  interference  with the  operation  of Tenant's
business in the Original  Premises and the Additional  Premises while performing
Landlord's  Additional Premises Work.  Landlord's Additional Premises Work shall
otherwise be performed in accordance  with the provisions of Article 4(b) of the
Lease.

     (c) The  Additional  Premises  Commencement  Date  shall  be  confirmed  by
Landlord  and  Tenant  by  the  execution  of  a  Confirmation   of  Lease  Term
substantially  in the form attached to this  Amendment as Exhibit "B". If Tenant
fails to execute  or object to the  Confirmation  of Lease Term  within ten (10)
business days of its delivery,  Landlord's  determination of such dates shall be
deemed accepted.

3.   Term:
     ----

     The  term of the  Lease  with  respect  to the  Additional  Premises  shall
commence on December 15, 2001 (the "Additional Premises  Commencement Date") and
shall expire on the  Expiration  Date set forth in the Lease with respect to the
Original  Premises,  it being the express intention of the parties that the term
of the Lease with  respect to the  Original  Premises  and the term of the Lease
with respect to the Additional Premises shall end on the same date.

4.   Fixed Rent:
     ----------

     (a) With respect to the  Original  Premises,  Tenant shall  continue to pay
Fixed Rent in accordance with the terms of Article 1(e) of the Lease.

     (b) From and after the Additional Premises  Commencement Date, Tenant shall
pay to Landlord, Fixed Rent for the Additional Premises as follows:

       TIME                ANNUAL                    MONTHLY
       PERIOD            FIXED RATE                INSTALLMENT
       ------            ----------                -----------

04/15/02 -12/31/02       $145,211.00               $12,100.92
01/01/03- 12/31/03       $145,211.00               $12,100.92
01/01/04- 12/31/04       $148,115.22               $12,342.94
01/01/05- 12/31/05       $151,077.52               $12,589.79
01/01/06- 12/31/06       $154,099.07               $12,841.59
01/01/07- 12/31/07       $157,181.06               $13,098.42
01/01/08- 12/31/08       $160,324.68               $13,360.39
01/01/09- 12/31/09       $163,531.17               $13,627.60
01/01/10- 12/31/10       $166,801.79               $13,900.15
01/01/11- 03/31/11       $170,137.83               $14,178.15

5.   Tenant's Proportionate Share.
     ----------------------------

     From and after the Additional  Premises  Commencement Date, Article 1(h) of
the Lease shall be modified to provide that  Tenant's  Allocated  Share shall be
100%.

6.   Use.
     ---

     Article  1(j) of the Lease shall be  modified,  in part,  to provide  that,
subject to the further provisions of the Lease, Tenant shall be permitted to use
the  Additional  Premises  for  warehouse,   distribution  and  repair  facility
purposes, and for no other purposes.

7.   Security.
     --------

     Article 5(c) of the Lease is hereby  modified,  in part, to provide that so
long as Tenant has not defaulted at any time in any of its obligations under the
Lease,  the amount of the letter of credit shall reduce in  accordance  with the
following schedule: (i) to $675,000 as of the first day of the April, 2003; (ii)
to  $600,000  as of the first day of April,  2004;  (iii) to  $510,000 as of the
first day of April,  2005; (iv) to $420,000 as of the first day of April,  2006;
(v) to $330,000 as of the first day of April,  2007;  (vi) to $240,000 as of the
first day of April,  2008; (vii) to $150,000 as of the first day of April, 2009;
and (viii) to $75,000 as of the first day of April, 2010.

8.   The following provision is added as a new Article 6(a)(10) to the Lease:

          "10. In the event Landlord  constructs an additional  building at
     the  Project,  it is agreed  that  Tenant's  Allocated  Share shall be
     equitably adjusted as of the date a certificate of occupancy is issued
     for such  additional  building  and this  Lease  shall be  amended  to
     reflect such adjustment as of such date."

9.   Parking.
     -------

     Article  8(f) of the Lease shall be  modified,  in part,  by deleting  "one
hundred twenty (120)" and inserting "one hundred seventy (170)" in its place and
by deleting "sixteen (16)" and inserting "twenty-five (25)" in its place.

10.  Maintenance, Repair and Replacement of HVAC Systems.
     ---------------------------------------------------

     Landlord  shall deliver the HVAC units  servicing the  Additional  Premises
(the  "Additional  Premises HVAC Units") in working  order as of the  Additional
Premises  Commencement  Date.  It is further  acknowledged  and agreed  that the
provisions  of Article  14(a)(ii)(A)  and (B) shall  apply  with  respect to the
maintenance, repair and replacement of the Additional Premises HVAC Units.


11.  Termination Option.
     ------------------

     The following provisions shall be added as a new Article 41 to the Lease:

     Article 41 Termination  Option.  (a) Provided Tenant is not then in default
of its  obligations  hereunder  beyond the  expiration of applicable  notice and
grace periods  provided for herein for the cure  thereof,  Tenant shall have the
one time right to cancel this Lease with respect to only the Additional Premises
as of April 30, 2007 (the "Cancellation Date") by notifying Landlord, in writing
(the "Cancellation  Notice"),  at least six (6) months prior to the Cancellation
Date of Tenant's intent to exercise this  cancellation  option and by delivering
and paying to Landlord, together with its delivery of the Cancellation Notice, a
bank or certified  check in the amount of the  Cancellation  Fee (as hereinafter
described).  The Cancellation Fee shall mean, for purposes of this Article,  the
sum of (i) three  months of the  Fixed  Rent and  Additional  Rent  which  would
otherwise  be due  under  this  Lease as of the  Cancellation  Date,  plus  (ii)
brokerage commissions in the amount of $22,862.07.

     (b) Upon  satisfaction  by Tenant  of each and all of the above  conditions
including,  without limitation,  the timely payment of the Cancellation Fee, and
upon the Additional  Premises having been surrendered to Landlord and vacated by
Tenant on or before the  Cancellation  Date as if that date were the  Expiration
Date under this Lease,  this Lease with respect to the Additional  Premises only
shall be deemed canceled and terminated as of the Cancellation  Date. Time is of
the essence with respect to all time periods referenced in this Article.  In the
event  that  Tenant  shall  fail to fully  and  timely  comply  with each of the
conditions  herein  contained,  Tenant  will be deemed to have waived all of its
rights contained in this Article.

     (c) This cancellation option is personal to Hirsch International Corp., and
may not be  transferred  by operation of law or otherwise,  except in connection
with a transaction in which (i) Tenant sells or assigns all or substantially all
of its assets to another  corporation or entity or (ii) Tenant  consolidates  or
merges its business with such other corporation or entity.

12.  Reciprocal Estoppels:
     --------------------

     (a) Tenant  hereby  confirms that (i) the Lease is in full force and effect
and  Tenant  is in  possession  of the  Original  Premises;  (ii)  Landlord  has
performed  all  outstanding  Landlord's  Work  obligations  with  respect to the
Original  Premises;  (iii) there are no defaults by Landlord or Tenant under the
Lease; and (iv) Tenant's NAIC Number is 42183.

     (b)  Landlord  hereby  confirms  that (i) the  Lease is in full  force  and
effect;  (ii) Tenant is not in default of any obligations  under the Lease;  and
(iii) all Rent and additional rent has been paid in full to date.

13.  Brokerage Commission.
     --------------------

     Tenant and Landlord each hereby  represent and warrant to the other that it
has  had  no  dealings,  negotiations  or  consultations  with  respect  to  the
Additional  Premises or this transaction  with any finder or broker,  other than
Sutton & Edwards,  Inc.  and  Schacker  Real  Estate  Corp.  (collectively,  the
"Brokers"). Tenant and Landlord agree to indemnify, defend and hold harmless the
other  party and its  directors,  officers  and  employees  from and against all
threatened  or  asserted  claims,  liabilities,  costs  and  damages  (including
reasonable  attorney's fees and disbursements)  which may occur as a result of a
breach of this  representation.  Landlord shall pay the Brokers all  commissions
earned under this Amendment pursuant to a separate written agreement.

14.  Binding Effect.
     --------------

     Except as expressly amended hereby, the Lease remains unchanged and in full
force and effect in accordance  with its terms.  This Amendment shall be binding
upon and shall inure to the benefit of the parties  hereto and their  respective
successors and/or assigns.

15.  Tenant's Work.
     -------------

     Landlord  hereby grants Tenant consent to make the initial  alterations and
additions to the  Additional  Premises  show on the plan attached as Exhibit "C"
hereto  ("Tenant's  Initial  Additional  Premises  Work").  Tenant  shall not be
required to obtain any further  consent from  Landlord  under  Article 10 of the
Lease for Tenant's Initial Additional Premises Work. Notwithstanding anything to
the  contrary  in the Lease,  including  specifically  but  without  limitation,
Article 10 thereof,  Tenant shall have no obligation  to restore the  Additional
Premises or to remove any item of Tenant's Initial Additional Premises Work upon
the expiration or earlier termination of the Lease, except as specifically noted
on said Exhibit "C".

     IN WITNESS  WHEREOF,  Landlord and Tenant have duly executed this agreement
on the date first above written.

                                LANDLORD:
                                BRANDYWINE OPERATING PARTNERSHIP, L.P.
                                By: Brandywine Realty Trust, its general partner
WITNESS:

______________________          By:_______________________________________
                                   Name: Mark Hamer
                                   Title: Vice President

                                TENANT:
                                HIRSCH INTERNATIONAL CORP.
ATTEST:

______________________          By: /s/Paul E. Gallagher
                                    ---------------------------------------
                                Name:  Paul E. Gallagher
                                Title:  Chief Operating Officer


<PAGE>

                                   EXHIBIT "A"

                         PLAN OF THE ADDITIONAL PREMISES





<PAGE>

                                   EXHIBIT "B"


                           CONFIRMATION OF LEASE TERM


THIS  MEMORANDUM  made  as of  the  ___  day  of  _____________,  2001,  between
BRANDYWINE OPERATING PARTNERSHIP,  L.P., a Delaware limited partnership, with an
office at 14 Campus  Boulevard,  Suite 100, Newtown Square,  Pennsylvania  19073
("Landlord")  and  HIRSCH  INTERNATIONAL,  CORP..  with its  principal  place of
business at  ______________________________  ______________________  ("Tenant"),
who entered into a first  amendment to lease dated for reference  purposes as of
December , 2001 (the "First  Amendment"),  covering  certain premises located at
200 Wireless  Boulevard,  Hauppauge,  New York. All  capitalized  terms,  if not
defined herein, shall be defined as they are defined in the Lease.

     1.  The  Parties  to  this  Memorandum   hereby  agree  that  the  date  of
_______________is  the  "Additional  Premises  Commencement  Date"  and the date
_________ is the expiration date of this Lease.

     2. Tenant hereby confirms the following:

          (a)  That  it  has  accepted  possession  of the  Additional  Premises
pursuant to the terms of the First Amendment;

          (b) That the  improvements  required to be furnished  according to the
First Amendment by Landlord have been substantially completed;

          (c) That  Landlord has  fulfilled  all of its duties of an  inducement
nature or are otherwise set forth in the First Amendment;

          (d) That there are no offsets or credits against rentals,  nor has any
security deposit been paid except as provided by the First Amendment terms;

          (e) That the First Amendment is in full force and effect.

     3. Landlord hereby confirms the following:

          (a) That the  improvements  required to be furnished  according to the
First Amendment by Tenant have been substantially completed;

          (b) That the  Tenant has  fulfilled  all of its duties as set forth in
the First Amendment;

          (c) That all Rent and Additional Rent are paid to date;

          (d) That there is no default by Tenant;

          (e) That the First Amendment is in full force and effect.

     4. This Memorandum,  each and all of the provisions hereof,  shall inure to
the benefit,  or bind, as the case may require,  the parties  hereto,  and their
respective  successors and assigns,  subject to the restrictions upon assignment
and subletting contained in the Lease.


WITNESS:                                  LANDLORD:

                                          BRANDYWINE OPERATING PARTNERSHIP, L.P.

                                          By:      Brandywine Realty Trust,
                                                   its general partner



                                          By:
[SEAL]


WITNESS:                                  TENANT:

                                          HIRSCH INTERNATIONAL CORP.



                                          By: /s/ Paul E. Gallagher
                                             ---------------------------------
[SEAL]


<PAGE>

                                   EXHIBIT "C"

                    TENANT'S INITIAL ADDITIONAL PREMISES WORK

                             Proposed Improvements
                 200 Wireless Boulevard Warehouse of 26,400 sf

Demolition =            $38,950.00  Removal of 95% of interior walls, all floor
                                    coverings, lighting, sprinkler heads and
                                    HVAC ducts.

Electrical =            $21,000.00  Remove all electrical devices from space.
                                    Install all new electrical equipment to
                                    supply HIC warehousing needs.

Lighting =              $18,000.00  Remove all of the existing 277v florescent
                                    lighting.  Replace with 32,400 w Metal
                                    Halide, highbay fixtures.

Paint =                 $12,000.00  Proposed warehouse space (walls and
                                    ceilings) are to be painted white.
                                    Columns to be painted yellow for high
                                    visibility.

HVAC =                  $11,500.00  All existing duct work is to be removed
                                    and replaced with ceiling hugging ducts.

Fencing =               $ 6,100.00  Removable 8' Chain Link fencing is being
                                    placed around open areas of mezzanine on
                                    first and second levels.

Mezzanine =             $11,500.00  A new 884 sf mezzanine is to be constructed
                                    in place of the older 192 sf mezzanine in
                                    the northwest corner of space.

Sprinkler System =      $ 4,500.00  All of the sprinkler heads contained within
                                    the office space proposed for demolition
                                    are being raised to maximum legal height.

Total Cost of
Improvements =         $123,550.00