WAIVER AGREEMENT


     THIS WAIVER  AGREEMENT  ("Waiver") made as of this 30th day of April,  1999
among HIRSCH  INTERNATIONAL  CORP., a Delaware  corporation having its principal
place of business at 200 Wireless Boulevard, Hauppauge, New York 11788 ("Hirsch"
or a  "Borrower"),  HAPL LEASING CO.,  INC., a New York  corporation  having its
principal place of business at 200 Wireless Boulevard, Hauppauge, New York 11788
("HAPL" or a  "Borrower")  (Hirsch  and HAPL  sometimes  referred to herein as a
"Borrower" or collectively, as the "Borrowers"),  SEWING MACHINE EXCHANGE, INC.,
an Illinois  corporation having an office at 200 Wireless Boulevard,  Hauppauge,
New York 11788 ("SMX"), PULSE MICROSYSTEMS LTD., an Ontario,  Canada corporation
having its principal  place of business at 2660 Meadowvale  Boulevard,  Unit 10,
Mississauga, Ontario, Canada L5N6M6 ("Pulse"), SEDECO, INC., a Texas corporation
having its  principal  place of business at 1124 W. Fuller  Avenue,  Fort Worth,
Texas  76115  ("Sedeco")  and  HIRSCH  EQUIPMENT  CONNECTION,  INC.,  a Delaware
corporation  having an office at 200  Wireless  Boulevard,  Hauppauge,  New York
11788  ("Equipment")  (Hirsch,( with respect to Loans made to HAPL), HAPL, (with
respect to Loans made to and Letters of Credit issued for, Hirsch),  SMX, Pulse,
Sedeco and Equipment being  individually,  a "Guarantor" and  collectively,  the
"Guarantors"), THE BANK OF NEW YORK, a New York banking organization,  having an
office at 604 Broad  Hollow  Road,  Melville  New York 11747 ("BNY" or a "Bank")
FLEET BANK, N.A., a national banking association,  having an office at 300 Broad
Hollow Road,  Melville,  New York  ("Fleet" or a "Bank"),  MELLON BANK,  N.A., a
national  banking  association,  having an office at 176 EAB Plaza,  West Tower,
11th Floor,  Uniondale,  New York 11556-0176 ("Mellon" or a "Bank") and THE BANK
OF NEW YORK, as agent for the Banks (the "Agent").

                              W I T N E S S E T H :

     WHEREAS, Hirsch, HAPL and the other Guarantors,  and BNY, Mellon and Fleet,
as lending Banks,  and BNY, as Agent,  entered into a Loan Agreement dated as of
the 7th day of January,  1997,  which Loan Agreement has heretofore been amended
pursuant to that  certain  First  Amendment  dated  September  26, 1997 and that
certain  Second  Amendment  dated  as of  February  9,  1999  (hereinafter,  the
"Agreement"); and

     WHEREAS,  the  Banks  have made  certain  commitments  to  Hirsch  and HAPL
pursuant to the Agreement; and

     WHEREAS,  Hirsch,  HAPL and the other  Guarantors  have  requested that the
Agent and the Banks agree to waive certain defaults under the Agreement; and



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     WHEREAS,  the Agent and the Banks have agreed to waive such defaults on the
terms and conditions herein contained.

     NOW, THEREFORE, in consideration of Ten ($10.00) Dollars and other good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged,  the  Borrower,  the  Guarantors  and the Bank do hereby  agree as
follows:

     1.  Defined  Terms.  As used  in this  Waiver,  capitalized  terms,  unless
otherwise defined, shall have the meanings set forth in the Agreement.

     2.  Representations and Warranties.  As an inducement for the Agent and the
Banks to enter into this Waiver, Hirsch, HAPL and each other Guarantor represent
and warrant as follows:

     A. That with respect to the  Agreement and the Loan  Documents  executed in
connection therewith and herewith:

     (i) There are no  defenses  or  offsets  to  Hirsch's,  HAPL's or any other
Guarantor's obligations under the Agreement, as in effect prior to or subsequent
to this  Waiver,  the  Notes or any of the  other  Loan  Documents  or any other
agreements in favor of the Agent or the Banks referred to in the Agreement,  and
if any such defenses or offsets  exist without the knowledge of Hirsch,  HAPL or
any other Guarantor, the same are hereby waived.

     (ii) All of the  representations and warranties made by Hirsch, HAPL or any
other Guarantor in the Agreement, as amended hereby, are true and correct in all
material  respects  as if made on the date  hereof,  except  for those made with
respect to a particular  date,  which such  representations  and  warranties are
restated as of such date;  and  provided  further that the  representations  and
warranties  set forth in Section  4.01(f) of the  Agreement  shall relate to the
consolidated  financial  statements of Hirsch, HAPL and the other Guarantors for
the fiscal  quarter  ended  October 31, 1998 other than as set forth in Hirsch's
press release dated April 26, 1999.

     (iii) The outstanding  aggregate  principal balance of the Revolving Credit
Loans (Hirsch) is $16,500,000.00  and interest has been paid (i) with respect to
the $14,500,000 Eurodollar Loan through April 18, 1999, and (ii) with respect to
the $2,000,000.00 Eurodollar Loan through April 14, 1999.

     (iv) The outstanding aggregate L/C Exposure is $2,874,998.47.



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     (v) The outstanding  aggregate  principal  balance of the Revolving  Credit
Loans (HAPL) is $0.

     3. Waivers. The Agent and the Banks hereby waive the following:

     (a) (i) the failure of Hirsch and the Guarantors to maintain a Consolidated
Tangible Net Worth ("TNW")  (excluding the financial impact of third party sales
by Tajima USA, Inc. from  consolidated  operations  and after  excluding the net
income of Tajima USA, Inc. from  Hirsch's  consolidated  net income) of not less
than  $60,958,600.00 as of the fiscal year ended January 31, 1999, provided that
the actual TNW as of such fiscal year end is not less than $51,595,000.00.

     (ii) the failure of Hirsch and the  Guarantors  to maintain a  Consolidated
Tangible Net Worth ("TNW") of not less than $60,958,600.00 as of the fiscal year
ended January 31, 1999,  provided that the actual TNW as of such fiscal year end
is not less than $51,669,000.00.

     (b) (i) the failure of Hirsch and  Guarantors  to maintain as of the fiscal
year ended January 31, 1999, on a  consolidated  basis,  a Funded Debt to EBITDA
Ratio  (excluding the financial  impact of third party sales by Tajima USA, Inc.
from  consolidated  operations and after excluding the net income of Tajima USA,
Inc.  from Hirsch's  consolidated  net income) of not greater than 2.25 to 1.00,
provided  that the actual Funded Debt to EBITDA Ratio as of such fiscal year end
is not greater than 9.00 to 1.00.

     (ii) the failure of Hirsch and Guarantors to maintain as of the fiscal year
ended January 31, 1999, on a  consolidated  basis, a Funded Debt to EBITDA Ratio
of not greater than 2.25 to 1.00, provided that the actual Funded Debt to EBITDA
Ratio as of such fiscal year end is not greater than 5.37 to 1.00.

     (c) (i) the failure of Hirsch and  Guarantors  to maintain as of the fiscal
year ended January 31, 1999, on a consolidated  basis,  a Fixed Charge  Coverage
Ratio  (excluding the financial  impact of third party sales by Tajima USA, Inc.
from  consolidated  operations and after excluding the net income of Tajima USA,
Inc.  from  Hirsch's  consolidated  net  income)  of not less than 3.50 to 1.00,
provided that the actual Fixed Charge  Coverage  Ratio is not less than -0.08 to
1.00.



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     (ii) the failure of Hirsch and Guarantors to maintain as of the fiscal year
ended January 31, 1999, on a consolidated  basis, a Fixed Charge  Coverage Ratio
of not less than 3.50 to 1.00,  provided  that the actual Fixed Charge  Coverage
Ratio is not less than 0.67 to 1.00.

     4. Effectiveness. This Waiver shall become effective upon the occurrence of
the following events and the receipt and satisfactory review by the Bank and its
counsel of the following documents:

     (a) The Agent shall have  received  this Waiver,  duly  executed by Hirsch,
HAPL, each other Guarantor and each of the Banks.

     (b) The Bank's counsel shall have been paid their fees and disbursements in
connection with this Waiver.

     5.  Governing  Law.  This Waiver  shall be governed  by, and  construed  in
accordance with, the laws of the State of New York.

     6. Counterparts.  This Waiver may be executed in any number of counterparts
and by different parties hereto in separate counterparts,  each of which when so
executed shall be deemed to be an original and all of which taken together shall
constitute one and the same agreement.

     7. Ratification. Except as hereby amended, the Agreement and all other Loan
Documents executed in connection therewith shall remain in full force and effect
in accordance with their originally  stated terms and conditions.  The Agreement
and all other  Loan  Documents  executed  in  connection  therewith,  as amended
hereby, are in all respects ratified and confirmed.

                   REMAINDER OF PAGE INTENTIONALLY LEFT BLANK



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     IN WITNESS WHEREOF,  the parties hereto have executed this Waiver as of the
year and date first above written.

THE BANK OF NEW YORK, as Agent      HAPL LEASING CO., INC.

By:____________________________     By:________________________
   Steven E. Ratner                    Name:
   Vice President                      Title:

THE BANK OF NEW YORK                PULSE MICROSYSTEMS, LTD.

By:____________________________     By:________________________
   Steven E. Ratner                    Name:
   Vice President                      Title:

FLEET BANK, N.A.                    SEWING MACHINE EXCHANGE, INC.

By:____________________________     By:________________________
   Name:                            Name:
   Title:                           Title:

MELLON BANK, N.A.                   SEDECO, INC.

By:____________________________     By:________________________
   Name:                            Name:
   Title:                           Title:

HIRSCH INTERNATIONAL CORP.          HIRSCH EQUIPMENT CONNECTION,INC.

By:____________________________     By:_________________________
   Name:                            Name:
   Title:                           Title: