AGREEMENT OF MODIFICATION OF NOTE


THIS  AGREEMENT  dated as of May 12, 2000 is by and between The Chase  Manhattan
Bank  formerly  known as Chemical  Bank,  a New York  banking  corporation  (the
"Payee"), and Hirsch International Corp. (the "Maker").

Whereas,  the Payee made a loan in the  original  amount of  $2,295,000.00  (the
"Loan") to the Maker, evidenced by a note in that principal amount dated October
27, 1994 from the Maker to the Payee (the "Note"),  secured by a first  mortgage
(the "Mortgage") from the Maker to the Payee  encumbering the premises  commonly
known as, 200 Wireless Blvd., Hauppauge, New York (the "Mortgaged Property") and
guaranteed  pursuant to a guaranty of payment  dated as of October 27, 1994 from
HAPL Leasing Co., Inc. (the "Guarantors") to the Payee (the "Guaranty").

NOW  THEREFORE,  it is agreed by and  between  the  parties to amend the Note as
follows:

     (i)  the  Maturity  Date of the Note is hereby  shortened to April 30, 2001
          from October 27, 2004.

     (ii) equal  monthly  installments  of principal in the amount of $19,125.00
          will continue to be made on the 27th day of each calendar month and on
          the Maturity Date a final  principal  payment of $784,125.00  shall be
          due and payable  together with all interest accrued and unpaid thereon
          and all other sums due under the Note, shall be due and payable on the
          Maturity Date.

The Maker acknowledges that:

     (i)  the principal balance of the Note is $l,032,750.00.

     (ii) the interest rate on the Note is 11.30%;

     (iii)it has not entered into any  agreements  with creditors that expressly
          or otherwise  prohibit the Maker from entering into a modification  of
          the Loan;

     (iv) except,  as  specifically  amended in this Agreement all of the terms,
          covenants,  conditions  and  stipulations  contained in the Note,  the
          Mortgage and all other instruments  executed and delivered to evidence
          and/or to secure the Loan  (collectively,  the "Loan  Documents")  are
          hereby ratified and confirmed in all respects, shall continue to apply
          with full force and effect and shall be governed by, and  construed in
          accordance with, the laws of the State of New York;

     (v)  the foregoing correctly reflects our entire  understanding and no oral
          or other agreements,  conditions,  promises,  waivers,  modifications,
          understandings,  representations  or warranties exist in regard to the
          obligations  of the Maker  hereunder or under the other Loan documents
          or otherwise with respect to the Loan,  except those  specifically set
          forth in this Agreement;

     (vi) no material adverse change has occurred in the financial status of the
          Maker  since  the  making of the Loan  other  than as set forth on the
          draft of the Maker's  10-K for the fiscal year period  ending  January
          31,  2000  delivered  to the Payee by the Maker by  telefax on May 11,
          2000,

     (vii)there are no  judgments  against the Maker in any courts of the United
          States and there is no litigation,  pending or threatened, against the
          Maker which might adversely affect the Maker's ability to pay when due
          any amounts which may become payable in respect of the Loan;

     (viii)no default, nor event, which with notice and/or passage of time would
          constitute a default,  has occurred and is  continuing  under the Loan
          Documents;

     (ix) there  are no  offsets,  defenses  or  counterclaims  to  the  Maker's
          obligations under the Loan and the Loan Documents;

     (x)  the Maker hereby waives the right to assert any set-off,  counterclaim
          or crossclaim of any nature  whatsoever in any litigation  relating to
          this  latter  agreement,   the  other  Loan  Documents  and  the  Loan
          (provided, however, that the foregoing shall not be deemed a waiver of
          the Maker's right to assert any compulsory  counterclaim maintained in
          a court  of the  United  States,  or of the  State of New York if such
          counterclaim  is compelled  under local law or rule of procedure,  nor
          shall the  foregoing be deemed a waiver of the Maker's right to assert
          any claim which would  constitute a defense,  setoff,  counterclaim or
          crossclaim of any nature whatsoever  against the Payee in any separate
          action or proceeding);

     (xi) the Payee  hereby  irrevocably  and  unconditionally  waives,  and the
          Maker,  by  its  acknowledgement  and  agreements  to  this  Agreement
          irrevocably and unconditionally waives, any and all rights to trial by
          jury in any action,  suit or counterclaim  arising in connection with,
          out of or  otherwise  relating to the Note,  the Mortgage or any other
          Loan Document  heretofore,  now or hereafter executed and/or delivered
          in  connection  therewith,  the  Loan  or in any way  related  to this
          transaction or otherwise with respect to the Mortgaged Property; and

     (xii)all  references  contained  in  any of the  Loan  Documents  to a Loan
          Document or Documents shall  henceforth refer to said Loan Document as
          the same may be  amended  from time to time by  instrument  in writing
          executed  by the Maker and the Payee,  including  but not  limited to,
          this Agreement.

                                             Hirsch International Corp.


                                             /s/ Richard M. Richer
                                             ---------------------
                                             Richard M. Richer
                                             VP of Finance and Chief
                                             Financial Officer


                                             The Chase Manhattan Bank


                                             By: /s/ Christopher G. Zimmerman
                                                 ----------------------------
                                                 Christopher G. Zimmerman, V.P.