AMENDMENT NO. 1
                         TO LOAN AND SECURITY AGREEMENT


     AMENDMENT NO. 1 TO LOAN AND SECURITY  AGREEMENT  ("Amendment No. 1"), dated
as of April 28,  2003,  by and among  Hirsch  International  Corp.,  a  Delaware
corporation  ("Borrower"),  HAPL Leasing Co.,  Inc.  ("HAPL"),  Hirsch  Business
Concepts,  LLC  ("HBC"),  Sedeco,  Inc.  ("Sedeco")  and Hometown  Threads,  LLC
("Hometown",  and  together  with HAPL,  HBC and  Sedeco,  individually,  each a
"Guarantor" and collectively,  "Guarantors") and Congress Financial Corporation,
a Delaware corporation ("Lender").

                              W I T N E S S E T H :
                               - - - - - - - - - -

     WHEREAS,  Lender and  Borrower  have entered  into  financing  arrangements
pursuant to which  Lender has made and may make loans and  advances  and provide
other financial accommodations to Borrower as set forth in the Loan and Security
Agreement,  dated as of November 26, 2002, among Lender, Borrower and Guarantors
(as amended hereby and as the same may hereafter be further  amended,  modified,
supplemented,  extended,  renewed,  restated or replaced, the "Loan Agreement"),
and the  agreements,  documents  and  instruments  at any time  executed  and/or
delivered in connection  therewith or related  thereto  (collectively,  together
with the Loan Agreement, the "Financing Agreements").

     WHEREAS,  Borrower and Guarantors  have requested that Lender amend certain
provisions of the Loan Agreement.

     WHEREAS,  Lender is willing to agree such amendments,  subject to the terms
and conditions set forth herein.

     WHEREAS,  by this Amendment No. 1, Lender,  Borrower and Guarantors  desire
and intend to evidence such amendments.

     NOW THEREFORE,  in consideration of the foregoing and the mutual agreements
and covenants contained herein, the parties hereto agree as follows:

1. Definitions.

     (a) Additional Definition. As used herein, the term "Amendment No. 1" shall
mean this  Amendment  No. 1 to Loan and Security  Agreement by and among Lender,
Borrower  and  Guarantors,  as the same now exists or may  hereafter be amended,
modified,  supplemented,  extended,  renewed,  restated or replaced and the Loan
Agreement and the other Financing  Agreements are hereby amended to include,  in
addition to and not in limitation of, such definition.

     (b) Interpretation.  For purposes of this Amendment No. 1, unless otherwise
defined  herein,  all terms used  herein,  including,  but not limited to, those
terms used  and/or  defined in the  recitals  above,  shall have the  respective
meanings assigned to such terms in the Loan Agreement.

     2.  Minimum  EBITDA.  Sections  9.17  (a),  (b),  (c),  and (d) of the Loan
Agreement are hereby deleted in their entirety and replaced with the following:

                "(a)  January 31, 2003               ($1,840,000)

                (b)  April 30, 2003                  ($1,420,000)

                (c)  July 31, 2003                   ($1,450,000)

                (d)  October 31, 2003                  ($875,000)"

     3. Collateral Reporting.  Section 7.1(a)(i) of the Loan Agreement is hereby
deleted in its entirety and replaced with the following:

               "(i) as soon as possible  after the end of each week,  except for
          the period from January 31, 2003 to and  including the week ending May
          2, 2003 (but in any event by the close of business in New York City on
          the fourth (4th)  Business Day after the end of each such period),  or
          more  frequently  as  Lender  may  request  at any  time  that  Excess
          Availability  is less than $5,000,000 or a Default or Event of Default
          shall exist or have  occurred and be  continuing,  a schedule of sales
          made, collections received and credit memos issued for such period;"

     4.  Amendment  Fee. In addition to all other fees,  charges,  interest  and
expenses  payable by Borrower to Lender under the Loan  Agreement  and the other
Financing Agreements,  Borrower shall pay to Lender,  contemporaneously with the
effectiveness of this Amendment, an amendment fee in the amount of $5,000, which
fee shall be fully  earned and  nonrefundable  as of the date  hereof and may be
charged to any loan account of Borrower.

     5. Additional Representations,  Warranties and Covenants. Borrower and each
Guarantor  represents,  warrants  and  covenants  with and to Lender as follows,
which representations, warranties and covenants are continuing and shall survive
the execution and delivery hereof,  and the truth and accuracy of, or compliance
with each,  together with the  representations,  warranties and covenants in the
other Financing Agreements,  being a continuing condition of the making of Loans
or Letter of Credit Accommodations by Lender to Borrower:

     (a) After giving effect to the provisions of this Amendment No. 1, no Event
of Default exists or has occurred as of the date of this Amendment No. 1.

     (b) This  Amendment  No. 1 has been duly executed and delivered by Borrower
and each Guarantor and is in full force and effect as of the date hereof and the
agreements  and  obligations  of Borrower and each  Guarantor  contained  herein
constitute legal,  valid and binding  obligations of Borrower and each Guarantor
enforceable against each of them in accordance with their respective terms.

     6. Conditions  Precedent.  The  effectiveness  of the amendments  contained
herein  shall be subject to the receipt by Lender of this  Amendment  No. 1 duly
authorized, executed and delivered by the parties hereto.

     7. Effect of this Amendment. Except as expressly set forth herein, no other
amendments,  consents,  changes or modifications to the Financing Agreements are
intended or implied,  and in all other  respects the  Financing  Agreements  are
hereby specifically ratified, restated and confirmed by all parties hereto as of
the effective date hereof and Borrower and  Guarantors  shall not be entitled to
any other or further  amendment or consent by virtue of the  provisions  of this
Amendment No. 1 or with respect to the subject  matter of this  Amendment No. 1.
To the extent of  conflict  between  the terms of this  Amendment  No. 1 and the
other Financing Agreements, the terms of this Amendment No. 1 shall control. The
Loan  Agreement  and this  Amendment  No. 1 shall be read and  construed  as one
agreement.

     8.  Governing  Law. The validity,  interpretation  and  enforcement of this
Amendment No. 1 and the other  Financing  Agreements and any dispute arising out
of the relationship between the parties hereto whether in contract, tort, equity
or  otherwise,  shall be governed by the internal  laws of the State of New York
but excluding any principles of conflicts of law or other rule of law that would
cause the application of the law of any jurisdiction  other than the laws of the
State of New York.

     9. Binding Effect.  This Amendment No. 1 shall be binding upon and inure to
the benefit of each of the parties  hereto and their  respective  successors and
assigns.

     10.  Headings.  The headings listed herein are for convenience  only and do
not constitute matters to be construed in interpreting this Amendment No. 1.

     11.  Counterparts.  This  Amendment  No. 1 may be executed in any number of
counterparts, but all of such counterparts shall together constitute but one and
the same  agreement.  In making proof of this  Amendment  No. 1, it shall not be
necessary to produce or account for more than one counterpart  thereof signed by
each  of the  parties  hereto.  Delivery  of an  executed  counterpart  of  this
Amendment  No. 1 by  telefacsimile  shall  have the same  force  and  effect  as
delivery of an original executed  counterpart of this Amendment No. 1. Any party
delivering an executed counterpart of this Amendment No. 1 by telefacsimile also
shall deliver an original executed  counterpart of this Amendment No. 1, but the
failure  to  deliver  an  original  executed  counterpart  shall not  affect the
validity,  enforceability, and binding effect of this Amendment No. 1 as to such
party or any other party.

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     IN WITNESS WHEREOF,  the parties hereto have caused this Amendment No. 1 to
be duly  executed and delivered by their  authorized  officers as of the day and
year first above written.

                        CONGRESS FINANCIAL CORPORATION

                        By:
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                        Title:
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                        HIRSCH INTERNATIONAL CORP.

                        By:
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                        Title:
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                        HAPL LEASING CO., INC.

                        By:
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                        Title:
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                        SEDECO, INC.

                        By:
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                        Title:
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                        HIRSCH BUSINESS CONCEPTS, LLC

                        By:
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                        Title:
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                          HOMETOWN THREADS, LLC

                          By:
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                          Title:
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