Exhibit 10.18
                                                        

                            DISTRIBUTORSHIP AGREEMENT


     THIS  AGREEMENT,  made and entered  into  effective as from the 21st day of
February, 1991, by and among Tajima Industries, Ltd., a company incorporated and
existing  under  the laws of Japan  and  having  its  principal  office at 19-22
Shirakabe  3-chome,  Higashi- ku, Nagoya 461, Japan  ("TAJIMA");  Nomura Trading
Co.,  Ltd.,  a company  incorporated  and  existing  under the laws of Japan and
having its main office at Shin-Yaesuguchi  Bldg., 2- 1, Yaesu 2-chome,  Chuo-ku,
Tokyo 104, Japan ("NTC");  Nomura  (America)  Corp., a company  incorporated and
existing  under the laws of New York State and having its main office at 60 East
42nd  Street,  New York,  N.Y.  10165,  U.S.A.  ("NAC");  and  Sedeco,  Inc.,  a
corporation  incorporated  and existing under the laws of Texas State and having
its  principal  office at 1124 West Fuller  Avenue,  Fort Worth,  Texas,  76115,
U.S.A. ("DISTRIBUTOR");

                                   WITNESSETH:

     WHEREAS,  Tokai  Industrial  Sewing  Machine  Co.,  Ltd.  ("TOKAI")  is the
manufacturer of the PRODUCTS (as defined in Clause 1 (a) below),  which are sold
exclusively  for TOKAI by TAJIMA and which are marketed in the United  States by
NTC and NAC;

     WHEREAS,  DISTRIBUTOR  has  substantial  technical  expertise and marketing
know-how with respect to the distribution of high quality multi-head  embroidery
machines in the TERRITORY (as defined in Clause 1 (b) below);

     WHEREAS,  TAJIMA,  NTC and NAC are willing to appoint  DISTRIBUTOR as their
sole  distributor  of the  PRODUCTS  in the  said  TERRITORY  on the  terms  and
conditions set forth in this Agreement.

     NOW,  THEREFORE,  in consideration of the foregoing premises and the mutual
promises and covenants herein contained, the parties hereby agree as follows:

     CLAUSE 1. DEFINITIONS

     (a) The term "PRODUCTS"  shall mean the models of "TAJIMA" brand multi-head
embroidery  machines  such as TMCE-S,  TME-H,  TME-HC,  TMEF-H,  TMEF-HC,  TMEG,
TMM-HC,  TMLE and TMRG  manufactured by TOKAI, and may hereafter be amended from
time to time by written notice to DISTRIBUTOR.

     (b) The term  "TERRITORY"  shall  mean the  States of  Arkansas,  Colorado,
Louisiana, New Mexico, Oklahoma and Texas and shall not include any other areas.

     CLAUSE 2. APPOINTMENT AND RESPONSIBILITIES

     (a) Subject to the terms and conditions  contained herein,  TAJIMA, NTC and
NAC hereby jointly agree to appoint DISTRIBUTOR as the exclusive  distributor of
the


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PRODUCTS  within  the  TERRITORY,   and  DISTRIBUTOR  hereby  accepts  such
appointment.

     (b) DISTRIBUTOR  shall use its best efforts to promote the maximum sale and
distribution of the PRODUCTS within the TERRITORY, and shall devote such time as
is necessary for effective  promotion of the PRODUCTS.  In connection  therewith
DISTRIBUTOR  shall  maintain  an active and  effective  commercial  organization
designed to maximize sales of the PRODUCTS.

     (c)  DISTRIBUTOR  shall not have the right to sell  and/or  distribute  the
PRODUCTS,  either  directly  or  indirectly,  to any area  than  the  TERRITORY.
However,  DISTRIBUTOR  may sell in any area  other than the  TERRITORY  upon the
written  consent from NAC,  which will be issued after being agreed upon between
NAC and the party having sales right in such area.

     (d)  During  the  term  of this  Agreement,  DISTRIBUTOR  shall  not in the
TERRITORY, directly, indirectly, or in conjunction with any third party, solicit
orders for,  distribute,  sell, or  manufacture,  products of any type which are
competitive  with the PRODUCTS,  or assist,  inspire,  or promote others in such
activities.

     CLAUSE 3. ORDER AND PAYMENT

     (a) DISTRIBUTOR  shall, with respect to the calendar quarter  commencing on
April 1, 1991, and for all calendar quarters  thereafter during the term of this
Agreement,  submit to TAJIMA  through NAC a quarterly  report  setting forth its
forecast of the quantity of the PRODUCTS which  DISTRIBUTOR  expects to purchase
for such quarter.  The forecast with respect to the calendar quarter  commencing
on April 1, 1991 shall be submitted to NAC no later than February 28, 1991,  and
each such  subsequent  forecast  shall be  submitted to NAC not later than sixty
(60) days prior to the first day of the relevant quarter.

     (b) DISTRIBUTOR  agrees to make all purchases of the PRODUCTS by submitting
purchase  orders for the  PRODUCTS to NAC. All such sales by and between NAC and
DISTRIBUTOR  shall be upon the terms and conditions  contained in the NAC'S form
of "Confirmation of Sale", including,  but not limited to, price, delivery, risk
of loss, retention of title, and payment (the "INDIVIDUAL CONTRACT").

     Provided, however, in the event of a conflict between the terms of any such
Confirmation  of Sale and this  Agreement,  the  terms  and  conditions  of this
Agreement shall control.

     (c) DISTRIBUTOR  agrees to buy the PRODUCTS based on the current price list
provided  by NAC.  The said  price  list may be  modified  from  time to time by
written notice to  DISTRIBUTOR,  and, any such  modification  shall apply to all
orders  submitted on or after the date of written  notice to DISTRIBUTOR of such
modification.


<PAGE>




     CLAUSE 4. TERM

     The initial term of this  Agreement  shall be for a period of one (1) year,
from the date first set forth above through February 20, 1992.  Thereafter,  the
term of this  Agreement  shall be renewable for  successive one (1) year period,
provided  that a written  agreement  to such  effect  shall be  executed  by the
parties  hereto with  respect to each such renewal not later than two (2) months
prior to the expiration of the then-effective term.

     CLAUSE 5. MINIMUM PURCHASE QUANTITY

     (a) During the initial one (1) year term of this  Agreement,  TAJIMA  shall
sell and DISTRIBUTOR  shall purchase on a yearly basis not less than the minimum
quantities of the PRODUCTS specified below:

     Forty Five (45) units

     (b) In the event that this  Agreement  shall be renewed  beyond the initial
one (1) year  term,  the  minimum  quantity  DISTRIBUTOR  shall be  required  to
purchase  for each such  additional  year  shall be as  defined  in the  written
agreement setting forth such renewal.

     CLAUSE 6. REPORTS

     To  facilitate  proper  planning  and  production  by TAJIMA and TOKAI,  in
addition to the quarterly reports required pursuant to paragraph (a) of Clause 3
above,  DISTRIBUTOR  shall submit a written  report to TAJIMA via NAC describing
the latest market conditions and trends in the TERRITORY,  and such other market
and customer  information  as TAJIMA may request,  at least once every  calendar
quarter during the term of this Agreement.

     CLAUSE 7. PROMOTION

     (a) DISTRIBUTOR shall carry out advertising and promotional  activities for
the PRODUCTS within the TERRITORY to an extent and in a manner that is customary
in the trade (or as NTC and NAC shall otherwise  reasonably specify) in order to
promote  sales of the PRODUCTS  effectively.  All costs and expenses  associated
with such advertising and promotional activities, including, without limitation,
costs and expenses  relating to consultants,  mailings,  preparation of samples,
and customer solicitations and contacts, shall be borne by DISTRIBUTOR.


     (b) TAJIMA shall, without charge and at the request of DISTRIBUTOR, furnish
DISTRIBUTOR with such reasonable quantities of samples and advertising materials
as TAJIMA may  determine to be  necessary or desirable to support  DISTRIBUTOR's
advertising and promotional activities.

     (c) (1) TAJIMA grants to the  DISTRIBUTOR  the  exclusive  right to use the
TOKAI


<PAGE>



     or TAJIMA  trademark  (collectively  the  "TRADEMARK")  in the TERRITORY in
connection  with the  promoting,  marketing,  advertising,  and  selling  of the
PRODUCTS, and the DISTRIBUTOR agrees to market the PRODUCTS under the TRADEMARK.

     (2) The TRADEMARK is and shall remain the  exclusive  property of TOKAI and
TAJIMA respectively,  and nothing contained herein shall give to the DISTRIBUTOR
any interest in the TRADEMARK,  except the right to use them in connection  with
the  promoting,  marketing,  advertising,  and  selling  of the  PRODUCTS.  Upon
expiration of this Agreement or its earlier termination, for whatever cause, the
DISTRIBUTOR  shall  abandon at once any use of the TRADEMARK or any mark or name
confusingly similar thereto.

     (3) The  DISTRIBUTOR  agrees to take all  reasonable  steps to protect  the
TRADEMARK and to ensure TOKAI's and TAJIMA's continuing  exclusive ownership and
right to use the TRADEMARK in the TERRITORY.  In the event that the  DISTRIBUTOR
becomes  aware that any person (the  "INFRINGER")  is  engaging in any  activity
which infringes the TRADEMARK,  the  DISTRIBUTOR  shall promptly notify TOKAI or
TAJIMA,  as the case may be, of the details of such sales or activities  and the
identity of the INFRINGER.  Thereafter, if either TOKAI or TAJIMA should, in its
sole  discretion,  decide  to  institute  an  infringement  action  against  the
INFRINGER in any court, the DISTRIBUTOR shall cooperate with TOKAI or TAJIMA, as
the case may be, in the prosecution of such litigation.

     CLAUSE 8. WARRANTY

     (a) TAJIMA warrants the PRODUCTS against defective material and workmanship
for a period  of one (1) year  from the date  such  PRODUCTS  are  shipped  (the
shipping date shall be determined by the B/L date) from Japan.  The  obligations
of TAJIMA under this  warranty  shall be limited to providing  for the repair or
replacement,  in accordance with the warranty  adjustment policies of TAJIMA, of
any  PRODUCTS  and/or  parts found  defective  and of which TAJIMA is advised by
DISTRIBUTOR or a customer  within one hundred eighty (180) days from the date of
delivery  of the  defective  PRODUCTS  and/or  parts to the  customer;  provided
always,  however,  that the date of  receipt  by  TAJIMA  of such  notice  falls
strictly  within one (1) year of the warranty  term as provided in the foregoing
of this paragraph (a). The repair or  replacement of defective  PRODUCTS  and/or
parts shall be at TAJIMA's  expense,  except  that the  DISTRIBUTOR  or customer
shall have the obligation to return such defective PRODUCTS or parts to NAC.

     (b) The warranty set forth in this Clause 8 is  contingent  upon proper use
in the  application for which the PRODUCTS are intended and shall be void as to:
the PRODUCTS  which have been modified or altered;  the PRODUCTS which have been
subjected to negligence, misuse, accident, or unusual physical stress; or the


<PAGE>



PRODUCTS   used  in   contravention   of  the   procedures,   instructions,
recommendations,  and warnings  specified in the  TAJIMA's  operation  manual or
otherwise by TAJIMA.

     (c) THIS WARRANTY IS EXPRESSLY MADE IN LIEU OF ANY AND ALL OTHER WARRANTIES
EXPRESS OR IMPLIED,  INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR
A  PARTICULAR  PURPOSE,  WHICH  WARRANTIES  TOKAI,  TAJIMA,  NAC AND NTC  HEREBY
EXPRESSLY DISCLAIM.  TOKAI'S, TAJIMA'S, NAC'S AND NTC'S SOLE OBLIGATION SHALL BE
THE EXPRESS WARRANTY GIVEN IN CLAUSE 8, PARAGRAPH (A) ABOVE, AND TOKAI,  TAJIMA,
NAC AND NTC SHALL IN NO EVENT BE  LIABLE  FOR ANY  OTHER  INCIDENTAL,  INDIRECT,
SPECIAL,  CONSEQUENTIAL OR OTHER DAMAGES OR LOSS (INCLUDING  WITHOUT  LIMITATION
LOST  PROFITS),  WHETHER  ARISING IN CONTRACT OR TORT,  WHETHER  FORESEEABLE  OR
UNFORESEEABLE,  ARISING OUT OF THE DESIGN, MANUFACTURE,  SALE, USE, OR REPAIR OF
THE PRODUCTS.

     CLAUSE 9. RESOLUTION OF CUSTOMER DISPUTES

     As among TAJIMA,  TOKAI,  NAC, NTC and  DISTRIBUTOR,  DISTRIBUTOR  shall be
solely and exclusively  responsible for any and all claims and liabilities  with
respect  to third  parties  arising  from the  purchase  or use of the  PRODUCTS
consequent to any sale of the PRODUCTS within the TERRITORY,  except as provided
in Clause 8 (b) hereof.

     CLAUSE 10. TERMINATION OR NON-RENEWAL

     (a) In the event that any default  shall be committed by any of the parties
hereto in the performance of its  obligations  hereunder or under the INDIVIDUAL
CONTRACT,  the party or parties  suffering  from such  default  shall notify the
offending party of such default in writing and shall demand correction.  If such
default is not corrected  within thirty (30) days from the date of  notification
thereof,  the suffering  party or parties shall have the right to terminate this
Agreement by a written notification to that effect to the offending party.

     (b)  Should  any  material  change  occur  in  the  current   shareholders,
directors,  or  officers  of  DISTRIBUTOR,  or should  there occur any direct or
indirect change in control of  DISTRIBUTOR,  the other parties hereto shall have
the right at their  discretion to determine such change to constitute a material
breach hereof,  and  notwithstanding  the  generality  provided in the foregoing
paragraph (a) may forthwith  terminate this Agreement by a notice to DISTRIBUTOR
in writing.

     (c)  Notwithstanding  paragraph (a) above,  this Agreement  shall terminate
automatically  without written  notification upon the bankruptcy,  receivership,
insolvency,  liquidation,  dissolution or corporate reorganization of any of the
parties  hereto,  or upon any  assignment  by any of the parties  hereto for the
benefit of creditors.

     (d) Notwithstanding anything in this Agreement to the contrary,  TAJIMA may
terminate


<PAGE>



this Agreement or terminate the exclusivity  granted hereunder by providing
written notice to DISTRIBUTOR  within thirty (30) days after the end of any year
in which  DISTRIBUTOR  fails to purchase the minimum  quantities of the PRODUCTS
specified in Clause 5 hereof.

     (e) In the event that TAJIMA  issues  notice to terminate  this  Agreement,
TAJIMA shall  repurchase the PRODUCTS which have been shipped (the shipping date
shall be  determined  by the B/L date) from  Japan  within 120 days prior to the
date  of  said  notice,  at the  price  at  which  the  PRODUCTS  were  sold  to
DISTRIBUTOR. TAJIMA's obligation to repurchase the PRODUCTS hereunder shall only
apply to unused,  salable  PRODUCTS that have not been altered or damaged in any
way.  Additionally,  in such event, any or all purchase orders  outstanding from
DISTRIBUTOR may be cancelled or completed at TAJIMA's option.

     (f)  In  the  event  that  DISTRIBUTOR  issues  notice  to  terminate  this
Agreement,  all purchase orders for the PRODUCTS  outstanding at that time shall
be completed,  and DISTRIBUTOR  shall remain  responsible for the performance of
all obligations associated therewith.

     (g) Upon the  expiration or earlier  termination  of this Agreement for any
cause  whatsoever,  DISTRIBUTOR  agrees to return to TAJIMA all  advertising and
promotional  materials,  price lists,  technical documents,  documents outlining
terms and  conditions of sale,  and any other  information  embodied in tangible
form in the possession of DISTRIBUTOR.

     (h) DISTRIBUTOR  hereby  expressly waives any rights it may have to recover
any damages  from  TAJIMA,  NAC or NTC,  and any other  rights which it may have
against TAJIMA, NAC or NTC as a result of the termination of this Agreement.

     CLAUSE 11. ASSIGNMENTS

     DISTRIBUTOR  shall not  assign  this  Agreement  or any of its  rights  and
obligations  hereunder  either  directly or  indirectly  to any other  person or
entity without the prior written consent of all of the other parties hereto.

     CLAUSE 12. CONFIDENTIALITY

     (a) Each of the parties hereto shall treat and maintain as confidential all
materials  and  information  provided  by the  other  parties  pursuant  to this
Agreement,  and each party shall use its best efforts to cause all shareholders,
directors,  officers, employees, and agents of such party to keep such materials
and information confidential.

     (b) The  materials  and  information  to be kept  confidential  pursuant to
provisions of the foregoing paragraph shall include, without limitation, any and
all  data  concerning  assembly,  operations,  technical  drawings,  instruction
manuals,  computer software and other information relating to the PRODUCTS. Such
information shall remain the


<PAGE>



exclusive  property of TAJIMA,  shall not be used,  copied or reproduced by
DISTRIBUTOR  without the consent of TAJIMA,  and shall be  protected at least to
the  same  extent  that  DISTRIBUTOR  protects  its  own  strictly  confidential
information.

     (c) The  obligations  set  forth  in  this  Clause  12  shall  survive  any
termination of this Agreement.

     CLAUSE 13. NO WAIVER

     The failure of any party hereto to enforce at any time or for any period of
time any of its rights or  entitlements  under any  provision of this  Agreement
shall not be  construed  as a waiver of such  provision or of the rights of such
party subsequently to demand enforcement of such provision.

     CLAUSE 14. FORCE MAJEURE

     No party  hereto  shall be liable in any manner for failure or delay in the
fulfillment  of all or any part of this  Agreement  where such  failure or delay
results  directly  or  indirectly  from act of God,  war,  warlike  hostilities,
sanctions,  mobilizations,   blockade,  embargo,  detention,  revolution,  riot,
looting, strike, lockout, labor dispute, plague or other epidemics, fire, flood,
act of  government,  inability to obtain  materials  or  supplies,  or any other
causes or circumstances beyond the reasonable control of such party.

     CLAUSE 15. ARBITRATION AND APPLICABLE LAW

     All  disputes  which may arise  between  some or all of the parties  hereto
arising out of, in  relation  to or in  connection  with this  Agreement  or the
breach hereof shall be finally settled by arbitration  held in Japan pursuant to
the rules of conciliation  and arbitration of the Japan  Commercial  Arbitration
Association.  Any  award  resulting  from  such  arbitration  shall be final and
binding upon the parties concerned,  and judgment upon the award rendered may be
entered in any court of competent  jurisdiction  or  application  may be made to
such court for judicial acceptance of such award and an order of enforcement, as
the case may be. This  Agreement  shall be governed,  construed  and enforced in
accordance with the laws of Japan.

     CLAUSE 16. ENTIRE AGREEMENT AND GOVERNING LANGUAGE

     This Agreement cancels and supersedes all previous  agreements,  written or
oral, and contains the entire  understanding  of the parties hereto with respect
to the  subject  matter  hereof and shall not be amended or  modified  except in
writing and signed by each of the parties hereto.  This Agreement is executed in
both the Japanese  and English  languages,  but in the event of any  discrepancy
between such texts the Japanese version shall control.

     CLAUSE 17. NOTICES

     All notices  hereunder  shall be given (i) by hand,  (ii) by  registered or
certified mail return receipt requested,  (iii) by recognized  overnight courier
delivery service, or (iv) by


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telecopy,  answerback requested, to the addresses first above written or to
such  addresses or telecopy  numbers as may be  subsequently  designated  by the
concerned. Any such notice shall be effective for all purposes of this Agreement
on the date (A) of  receipt  if  delivered  personally,  (B) ten (10) days after
posting  if  transmitted  by mail,  (C)  three  (3)  days  after  delivery  to a
recognized overnight courier service, or (D) one (1) day after transmission with
confirmed answerback, if transmitted by telecopy.

     CLAUSE 18. NO ORAL MODIFICATION

     No  waiver,  modification  or  change  of this  Agreement  or the terms and
conditions  herein  contained  shall be valid or binding on either  party unless
agreed to in writing by competent officers of each of the parties hereto.

     CLAUSE 19. HEADINGS

     The headings as used herein are for convenience of reference only and shall
not define or limit the provisions hereof.

     CLAUSE 20. HOLIDAYS

     Should any of the dates set forth  herein on which notice is required to be
given or action taken by any party fall on a Saturday,  Sunday or holiday either
as recognized by Japan or the United States,  then the date on which such notice
is required to be given or action taken shall be the next business day following
such Saturday, Sunday or holiday.

     CLAUSE 21. INDEPENDENT CONTRACTOR

     The relationship  established  between TAJIMA,  NAC, NTC and DISTRIBUTOR by
this  Agreement  is solely  that of seller  and  buyer.  The  DISTRIBUTOR  is an
independent  contractor  and is in no way the  legal  representative  of  TOKAI,
TAJIMA,  NAC, or NTC. In no event is  DISTRIBUTOR  authorized  to, nor shall it,
assume or incur any  obligation  of any kind,  express or implied,  on behalf of
TOKAI,  TAJIMA,  NAC or NTC. The DISTRIBUTOR shall at all times identify himself
as an independent  contractor  who has been  appointed as a distributor  for the
PRODUCTS in the TERRITORY.

     CLAUSE 22. SEVERABILITY

     If any one or more of the provisions of this  Agreement  should be found to
be illegal or  unenforceable,  then all other  provisions  hereof shall be given
effect separately  therefrom and shall not be affected thereby.  If any covenant
set forth herein is found to be illegal or unenforceable, it is the intention of
the parties that such  covenant  shall not thereby be  terminated,  but shall be
deemed amended to the extent necessary to render it valid and enforceable.



<PAGE>



     CLAUSE 23. COUNTERPARTS

     This Agreement may be executed in two or more  counterparts,  each of which
shall be deemed an original and all of which shall evidence the same  agreement,
and it shall not be necessary  in making  proof of this  Agreement to produce or
account for more than one such counterpart.

     CLAUSE 24. U.N. CONVENTION

     The parties  hereto  hereby  agree that the United  Nations  Convention  of
Contracts for the International Sale of Goods shall not apply to this Agreement.

     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
executed by their duly authorized  representatives  as of the day and year first
above written.



                                            TAJIMA INDUSTRIES LTD.
                                            ("TAJIMA")


                                            \s\ Hitoshi Tajima
                                            Name:  Hitoshi Tajima
                                            Title:  President



                                            NOMURA TRADING CO., LTD.
                                            ("NTC")


                                            \s\ Keigo Ohba
                                            Name:  Keigo Ohba
                                            Title:  General Manager of
                                                     Machinery Division


                                            NOMURA (AMERICA) CORP.
                                            ("NAC")


                                            \s\ Shiori Sasaki
                                            Name:  Shiori Sasaki
                                            Title:  President




<PAGE>



                                            SECEDO, INC.
                                            ("DISTRIBUTOR")


                                            \s\ Jim Yates
                                            Name:  Jim Yates
                                            Title:  President




<PAGE>



                                             NOMURA TRADING CO., LTD.
                                                 TOKYO HEAD OFFICE
                                             HIGASHI-KANDA DAIJI BLDG.
                                      7-8, HIGASHI-KANDA 1-CHOME, CHIYODA-KU
                                                 TOKYO 101, JAPAN
                                        TELEX NO. J63367 (NOMURA A J63367)


REF. NO._______________________                 TOKYO, December 20, 1996



SEDECO Inc.
1116 West Fuller Street
Fort Worth, Texas 76115
U.S.A.


Gentlemen:

     This AGREEMENT dated December 20, 1996,  shall confirm  certain  provisions
relating  to  the   Distributorship   Agreement  dated  February  21,  1991,  as
supplemented and amended December 15, 1991, December 15, 1992, December 15, 1993
and December 16, 1996, by and between TAJIMA INDUSTRIES, LTD. ("TAJIMA"), NOMURA
TRADING  CO.,  LTD.  ("NTC"),  NOMURA  (AMERICA)  CORP.  ("NAC") and SEDECO INC.
("DISTRIBUTOR").

     WHEREAS the parties hereto agree that:

     1. CLAUSE 4. "TERM" -

     The term of the Distributorship  Agreement is extended for a period of five
years, i.e. from February 21, 1997 through and including February 20, 2002.

     2.  CLAUSE 5.  "MINIMUM  PURCHASE  QUANTITY"  shall be  amended  to read as
follows:

     CLAUSE 5. MINIMUM SALES QUANTITY

     (a) During the term of this Agreement,  DISTRIBUTOR  shall sell on a yearly
basis  in the  TERRITORY  not less  than the  minimum  sales  quantities  of the
PRODUCTS.  The minimum sales  quantities of each year shall be determined by the
parties concerned not later than the end of each calendar year.  Individual sale
shall be established if DISTRIBUTOR makes delivery the PRODUCTS to its end user.



<PAGE>



     (b) Distributor  shall submit to TAJIMA via NAC a monthly report in writing
as to the sales quantities not later than the 10th day of the following calendar
month. In the event that  DISTRIBUTOR  receives a request from NAC,  DISTRIBUTOR
shall submit to NAC  evidence of sale  including  the date of sale,  the name of
customer,  the model name and quantity of the PRODUCTS and the machine number of
the PRODUCTS.

     (c) In the event that this  Agreement  shall be renewed  beyond the initial
five (5) years term, the minimum quantity  DISTRIBUTOR shall be required to sell
for each such  additional  year  shall be as defined  in the  written  agreement
setting forth such renewal.

     3. CLAUSE 5 "MINIMUM SALES QUANTITY" provision (a)

     The  minimum  sales  quantity  for the period  February  21,  1997  through
February 20, 1998 shall be as follows:

                         Multi-head (4 Series) 80 units
                                 TMEX-C 72 units
                                 TMFX-C 60 units

     Subsequent year quantities shall be determined by the parties in accordance
with CLAUSE 5 of the Distribution Agreement.

     4. Clause 10 (b)  TERMINATION  OR  NON-RENEWAL  of the  Agreement  shall be
amended to read as follows:

     (b) Should HIRSCH  INTERNATIONAL  CORP.  ("HIRSCH") fail to remain the sole
shareholder  of  DISTRIBUTOR,  the other parties  hereto shall have the right at
their discretion to determine  whether such failure of HIRSCH to remain the sole
shareholder  of DISTRIBUTOR  shall,  constitute a material  breach  hereof,  and
notwithstanding  the  generality  provided in the  foregoing  paragraph  (a) may
forthwith terminate this Agreement by a notice to DISTRIBUTOR in writing.

     5. CLAUSE 10. "TERMINATION OR NON RENEWAL" -

     The following provision shall be added to the original items (a) to (h):

     (i)  DISTRIBUTOR  shall  notify  TAJIMA via NAC of any  actual or  expected
material change in the current Class B shareholders,  directors,  or officers of
itself or of any subsidiary  which acts as a distributor  hereunder  prior to 90
days of the date of any such change.

     In all other respects the terms of the Distribution  Agreements referred to
above remain in full force and effect.


<PAGE>



     IN WITNESS  WHEREOF the parties  hereto  have caused this  Amendment  to be
executed by their duly authorized  representatives  as of the day and year first
above written.




TAJIMA INDUSTRIES LTD.                      NOMURA (AMERICA) CORP.



\s\ Hitoshi Tajima                       \s\ Masami Ikeuchi
--------------------------                ---------------------------
Hitoshi Tajima                               Masami Ikeuchi
President                                    President



NOMURA TRADING CO., LTD.                    SEDECO INC.



\s\ Noboru Takahara                     \s\ Henry Arnberg
---------------------------              ----------------------------
Noboru Takahara                             Henry Arnberg
General Manager of                          Chairman of the Board
Machinery Division