Waiver  dated  as of  May
                                                     12,  2000  to the  Mortgage
                                                     made and entered into as of
                                                     October   27,   1994   (the
                                                     "Agreement"),  from  Hirsch
                                                     International   Corp.  (the
                                                     "Mortgagor"), a corporation
                                                     organized    and   existing
                                                     under the laws of the State
                                                     of Delaware,  and The Chase
                                                     Manhattan  Bank,   formerly
                                                     known as Chemical  Bank,  a
                                                     banking   corporation  duly
                                                     organized    and   existing
                                                     under the laws of the State
                                                     of New York (the "Bank).


WHEREAS,  the Mortgagor wishes to waive certain provisions of the Agreement with
respect to certain reporting requirements;

WHEREAS,  the Bank has consented to waive certain provisions of the Agreement to
reflect the changes herein set forth;

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


     1.   Waiver of Section 22 Events of Default  (u)  Compliance  with  Section
          22(u) of the  Agreement  is hereby  waived to permit the Debt  Service
          Coverage  Ratio to be less than the  required  1.25 to 1.00 at January
          31, 2000  provided  that the ratio was not less than (2.36) to 1.00 at
          January 31, 2000.

     2.   Amendment to Section 22 Events of Default (u) Section 22 (u) is hereby
          amended as follows:  The Debt Service  Coverage Ratio of the mortgagor
          shall be not less than (6.90) to 1.00 at April 30, 2000, not less than
          (7.40) at July 31, 2000,  not less than (6.30)at  October 31, 2000 and
          not less than 1.25 to 1.00 at January 31, 2001, and thereafter.


This Waiver shall be construed and enforced in  accordance  with the laws of the
State of New York.

Except as expressly  amended or consented to hereby,  the Agreement shall remain
in full force and effect in  accordance  with the original  terms  thereof.  The
Waiver herein  contained is limited  specifically to the matters set forth above
and does not  constitute  directly  or by  implication  a  waiver  of any  other
provision of the  Agreement or any default  which may occur or may have occurred
under the Agreement.

Capitalized  terms used herein and not otherwise  defined  herein shall have the
same meanings as defined in the Agreement.

The Mortgagor  hereby  represents and warrants that, after giving effect to this
Waiver, no Event of Default or Default exists under the Agreement or any related
documents.

This Waiver shall become effective when duly executed counterparts hereof which,
when taken  together,  bear the  signatures of each of the parties  hereto shall
have been delivered to the Bank.

IN WITNESS WHEREOF, the Mortgagor and the Bank have caused the Waiver to be duly
executed  by their duly  authorized  officers,  all as of the day and year first
above written.

                                              Hirsch International Corp.


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

FKM/ges
Formltr/1

(Seal)


ATTEST.


/s/ Howard Arnberg
-------------------
Howard Arnberg
Asst. Secretary



Accepted  this 12th day  of May,  2000 by The  Chase  Manhattan  Bank,
formerly Chemical Bank


By:    /s/ Christopher G. Zimmerman
       ----------------------------
       Christopher G. Zimmerman
Title: Vice President