Request for the Business with Mexico,
                     Latin American and Caribbean Countries


We, hereby request for your cooperation and  understanding in regard to the sale
of Tajima  embroidery  machines  (hereinafter  called as "Products") in case the
company  located in the U.S.A.  will  establish  a new  factory or invest to the
business in Mexico,  Latin American countries and Caribbean  countries.  All the
details are as follow.

Article 1: Basic rule

(1)  As for all  business  transactions  occurred in  U.S.A./Canada  for Mexico,
     Latin American and/or Caribbean countries except Brazil (hereinafter called
     as "Market") TM Trading Co., Ltd.  (hereinafter called as "TMT") shall have
     the right to determine how to handle those business transactions.

(2)  Hirsch  International Corp.  (hereinafter called as "HIC") shall be able to
     negotiate  and/or  contract  with the  possible  customers  for the sale of
     Products to Market subject to the consultation with TMT in advance.

(3)  Whenever an inquiry and/or a business  transaction occurs, HIC shall inform
     TMT of its details  each time to get TMT's  approval  before  starting  the
     business negotiation.

Article 2: Sales Price/Contract

(1)  Contracted  price should not be lower than the standard market price of the
     territory of HIC in principle.  However,  due to the special case, if price
     discount is necessary to conclude the sale,  HIC shall  consult with TMT in
     advance to find a solution.

(2)  Payment for the business mentioned in this document shall be settled within
     own territory of HIC in principle.

(3)  After sales contract is completed,  HIC shall submit a copy of the contract
     with a detailed  report to TMT within  three -3- working  days.  Then,  TMT
     shall consign job for  installation  and after-sale  service of Products to
     the  distributors  in Mexico,  Latin American  and/or  Caribbean  countries
     (hereinafter called as "Latin American Distributors").

Article 3: Fee for installation and after-sale Service

(1)  Countries  where the  Tajima's  authorized  distributor  exists  (hereafter
     called as "Market -A")

Fee for  installation  and after-sale  service  (hereinafter  called as "Service
Fee")


                                                                  [Page 1 of 4]
<PAGE>
for the products sold to Market-A shall be stipulated as follows.

                                 Regular Models
<TABLE>
<CAPTION>

--------------------------- ------------------------------------------------------------------------------
Quantity of sale                                             Service Fee

--------------------------- ------------------------------------------------------------------------------
<S>                         <C>
1 set                       15% against contracted amount
--------------------------- ------------------------------------------------------------------------------
2 to 5 sets                 14% against contracted amount
--------------------------- ------------------------------------------------------------------------------
6 to 9 sets                 13% against contracted amount
--------------------------- ------------------------------------------------------------------------------
                            The service fee will be decided  through  discussions  between North American
10 sets and more            distributors, Latin American distributors and TMT each time.
--------------------------- ------------------------------------------------------------------------------
</TABLE>

 TMFX (6 heads and less)/TMCE mix
                   (2 stations or less)/TMEXC/TMCE601 series


Service Fee shall be decided  through  discussions  between HIC,  Latin American
distributors and TMT each time.



(2)  Countries where Tajima's  authorized  distributor does not exist (hereafter
     called as "Market-B")

1)   In principle,  HIC is allowed to sell products in case the business is 100%
     investment  from U.S.A.  to  Market-B.  However HIC shall be  requested  to
     consult  with TMT and get  TMT's  approval  before  starting  the  business
     negotiation.

2)   HIC shall pay 10% against contracted amount to Latin American  distributors
     as commission, and HIC has to take full responsibility for Installation and
     after-service  of Products.  However,  when the Installation of Products is
     performed,  TMT shall arrange to send the  technician  from Latin  American
     distributor  and/or  sub-distributor of each territory in order to help and
     cooperate  with HIC's  technician  for the  installation  and the technical
     instructions  to the  customer.  Or depending on the  situation,  regarding
     installation  and after  technical  service,  Contents of Article No. 3-(1)
     shall be applied.

(3)  As a manufacturer,  Tajima considers that the prompt  technical  service to
     the customer is most important,  therefore, upon request from the customer,
     local Latin American distributor or sub-distributor shall have the right to
     give the  technical  after  service  to the  customer  irrespective  of the
     guarantee  period.  However,  even in the  guarantee  period,  Local  Latin
     American  distributor  or  sub-distributor  is  not  allowed  to  give  the
     technical  after service to the customer free of charge.  Irrespective  the
     guarantee  period,  if  HIC  needs  the  urgent  technical  service  to the
     customer,  we shall suggest that HIC asks Local Latin American  distributor
     or sub-distributor for technical service to the customer.

                                                                  [page 2 of 4]
<PAGE>
(4)  HIC is prohibited to establish  his own office  and/or  sub-distributor  in
     Market.

(5)  Regarding the article 3-(2),  we shall observe HIC activities such as sales
     result and technical service result in one year trial period, then we shall
     decide how treat this article No. 3-(2) for the following years.

Article 4:  Payment procedure of Service Fee

Payment of Service Fee and payment of commission  shall be made by the following
procedure.

(1)  Payment of Service Fee

1)   After  installation of Products is completed,  Latin American  Distributors
     shall submit a report of completion  of  installation  with the  customer's
     confirmation to HIC immediately.

2)   HIC shall remit Service Fee by Wire Transfer to Latin American  distributor
     within ten -10- working days from a receipt of the report.

(2)  Payment of  commission  Within ten -10-  working  days from  completion  of
     installation by HIC  technician,  HIC shall remit by Wire Transfer to Latin
     American distributor.

Article 5: Claims from the Customers

(1)  In case of  installation by Article 3-(1) In case HIC receives a claim from
     the customer after  Installation of products,  HIC shall report its details
     to Latin  American  Distributors  through TMT  immediately in order to make
     prompt measures.

(2)  In case of installation by Article 3-(2)

(3)  In  principle,  HIC has to take full  responsibility,  however  as the need
     arises,  HIC shall resolve the technical  claim  rapidly,  consulting  with
     Latin American distributor and/or sub-distributor.

Article 6: Sale of used embroidery machines(s)

In  principle,  HIC is  prohibited  to sell used  embroidery  machines to Market
without permission from Latin American Distributors.

Article 7: Exceptional Matter
As for an  exceptional  matter  which is not covered by this  document,  related
distributors  should  discuss  the  matter in order to find the  solution  in an
amicable manner.



                                                                 [Page 3 of 4]
<PAGE>
Article 8: Validity of this document

The condition described in this document shall be effected from the date written
end of this  document for a period of one year.  In case any change or amendment
is needed,  TMT shall inform related  distributors of its details each time by a
written notice.

Article 9: Supplement

Any rule,  regulation  and/or  memorandum  with regard to an investment or joint
venture business in Market has been announced before shall be withdrawn and void
with the issue of this document.


Date:   7/27/99


Tajima Industries Ltd.
TM Trading Co., Ltd.

/s/ Hitoshi Tajima
---------------------------
Hitoshi Tajima, President                            Agreed by:
                                                     Hirsch International Corp.

                                                     /s/ Paul Levine
                                                     ----------------------
                                                     Paul Levine, President
                                                     Date: 7/16/99



                                                                  [Page 4 of 4]