AMENDMENT NUMBER TWO
                                           TO DISTRIBUTORSHIP AGREEMENT
                                                              Exhibit 10.17

         AMENDMENT dated as of this 7th day of June, 1996, among TAJIMA
INDUSTRIES, LTD. ("TAJIMA"), NOMURA TRADING CO., LTD. ("NTC"), NOMURA
                       NOMURA (AMERICA) CORP. ("NAC"),
                 and HIRSCH INTERNATIONAL CORP.("DISTRIBUTOR").

     WHEREAS, DISTRIBUTOR intends to purchase either (a) all of the common stock
("STOCK") of Sewing Machine  Exchange,  Inc. ("SMX") from Ronald H. Krasnitz and
Martin Krasnitz or (b) the business and assets ("Business") of SMX; and

     WHEREAS,  pursuant  to  agreement  dated  February  21,  1991,  as amended,
including  amendment  dated February 20, 1996,  among SMX,  TAJIMA,  NTC and NAC
(collectively the "Tajima-SMX Agreement"), SMX distributes TAJIMA products; and

     WHEREAS,  pursuant to agreement dated February 21, 1991, as amended,  among
DISTRIBUTOR,   TAJIMA,  NTC  and  NAC  (the   "Tajima-Distributor   Agreement"),
DISTRIBUTOR distributes TAJIMA Products;

     NOW, THEREFORE, it is hereby agreed as follows;

     1. At such time through June 30, 1996 that  DISTRIBUTOR  acquires the Stock
or Business of SMX, of which DISTRIBUTOR will give prompt notice to TAJIMA,  NTC
and NAC, the Tajima SMX Agreement  will be deemed  terminated  and of no further
force or effect ("Termination").

     2. Simultaneously with such Termination,  the Tajima Distributor  Agreement
will be deemed amended in the following respects:

     (a) Clause 1(b) - "TERRITORY" of  DISTRIBUTOR  shall be expanded to include
also  Illinois,  Iowa,  Minnesota,  Nebraska,  North  Dakota,  South  Dakota and
Wisconsin; and

     (b) Clause 5(a) - the minimum  quantity  of  PRODUCTS  to be  purchased  by
DISTRIBUTOR  through February 20, 1997 shall be the same as previously agreed to
be purchased by the DISTRIBUTOR and SMX,  including the TMEX-C machines less the
quantity purchased by SMX since February 20, 1996.

     (c) Clause 2(d) - SMX, a wholly-owned  subsidiary of DISTRIBUTOR,  shall be
permitted to continue the existing embroidery equipment distribution business of
SMX without violating the terms of the Tajima-Distributor Agreement.

     3. In all other  respects,  the  Tajima-Distributor  Agreement  is ratified
approved and confirmed.


<PAGE>



     IN WITNESS  WHEREOF,  the parties  hereto have caused the  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.                          HIRSCH INTERNATIONAL CORP.



\s\ Takeshi Ito                               \s\ Henry Arnberg
---------------------------                   -----------------------------
Takeshi Ito                                       Henry Arnberg
General Manager of                                President
Machinery Division



     CONSENTED TO as of this 7th day of June, 1996


SEWING MACHINE EXCHANGE, INC.



\s\ Ronald H. Krasnitz
------------------------------
Ronald H. Krasnitz
Chairman


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