Exhibit 14.1

                 CODE OF ETHICS FOR SENIOR FINANCIAL OFFICERS OF
                           HIRSCH INTERNATIONAL CORP.


     Senior Financial  Officers hold an important and elevated role in corporate
governance.  As part of the management team of Hirsch  International  Corp. (the
"Company"),  Senior Financial Officers are uniquely capable, and are vested with
both the  responsibility  and  authority  to protect,  balance and  preserve the
interests  of all of  the  Company's  stakeholders.  Senior  Financial  Officers
fulfill  this  responsibility  by  prescribing  and  enforcing  the policies and
procedures  employed in the operation of the Company's  financial  organization,
and by demonstrating the following:

     I. Honest and Ethical Conduct

     Senior Financial Officers will exhibit and promote the highest standards of
honest and ethical conduct that facilitates the  establishment  and operation of
policies and procedures that:

          o    Encourage  and reward  professional  integrity and honesty in all
               aspects of the financial organization, by eliminating inhibitions
               and barriers to responsible behavior,  such as coercion,  fear of
               reprisal,  or alienation  from the financial  organization or the
               Company itself.

          o    Prohibit and eliminate the  appearance or occurrence of conflicts
               between  what is in the best  interest  of the  Company  and what
               could  result  in  material  personal  gain for a  member  of the
               financial organization including Senior Financial Officers.

          o    Provide  a  mechanism  for  members  of  the  Company's   finance
               organization to inform senior  management and the Audit Committee
               of deviations in practice from policies and procedures  governing
               honest and ethical behavior.

          o    Demonstrate   their  personal   support  for  such  policies  and
               procedures  through  periodic  communication   reinforcing  these
               ethical standards throughout the finance organization.

          o    Respect the confidentiality of information acquired in the course
               of the  performance  of his or her  responsibilities  except when
               authorized or otherwise legally obligated to disclose. Do not use
               confidential   information   acquired   in  the   course  of  the
               performance   of  his  or  her   responsibilities   for  personal
               advantage.

     II. Financial Records and Periodic Reports

     Senior Financial Officers will establish and manage the Company's financial
and accounting and reporting systems and procedures to ensure that:

          o    Business  transactions are properly authorized and completely and
               accurately  recorded  on  the  Company's  books  and  records  in
               accordance with Generally Accepted  Accounting  Principles (GAAP)
               and established company financial policy.

          o    The retention or proper  disposal of Company  records shall be in
               accordance with established Company policies and applicable legal
               and regulatory requirements.

          o    Periodic  financial  communications and reports will be delivered
               in a manner that  facilitates  the  highest  degree of clarity of
               content  and meaning so that  readers and users will  quickly and
               accurately determine their significance and consequence.

     III. Compliance with Applicable Laws, Rules and Regulations

     Senior Financial Officers will establish and maintain mechanisms to:

          o    Educate members of the Company's finance  organization  about any
               federal,  state  or  local  statute,   regulation  administrative
               procedure that affects the operation of the finance  organization
               and the enterprise generally.

          o    Monitor the compliance of the Company's finance organization with
               any applicable,  federal,  state or local statute,  regulation or
               administrative rule.

          o    Identity,  report and correct in a swift and certain manner,  any
               detected  deviations  from  applicable  federal,  state  or local
               statute or regulation.

     It is also the  policy  of  Hirsch  International  Corp.  that  all  Senior
Financial  Officers  acknowledge  and certify the foregoing  annually and file a
copy of such certification with the Audit Committee.

     The Audit  Committee shall have the power to monitor,  make  determinations
and  recommend  actions to the Board with respect to  violations of this Code of
Ethics.