JOINDER BY GUARANTORS




     The  undersigned  hereby join in this Agreement in order to induce the Bank
to amend the Loan and hereby:

     (i) acknowledge the continuing validity of their guaranty to the Bank dated
as of October 27, 1994 and represent,  warrant and confirm the  non-existence of
any offsets, defenses or counterclaims to his obligations thereunder, and waives
their right to assert any  set-off,  counterclaim  or  crossclaim  of any nature
whatsoever  in any  litigation  relating  to  this  Agreement,  the  other  Loan
Documents,  said  guaranty  or  otherwise  with  respect to the Loan  (provided,
however  that the  foregoing  shall  not be  deemed a waiver of the right of the
undersigned to assert any compulsory  counterclaim  maintained in a court of the
United  States,  or of the State of New York if such  counterclaim  is compelled
under local law or rule of procedure, nor shall the foregoing be deemed a waiver
of the right of the  undersigned  to assert any claim which would  constitute  a
defense, setoff, counterclaim or crossclaim of any nature whatsoever against the
Bank in any separate action or proceeding);

     (ii) reacknowledge and reaffirm all of the terms and obligations  contained
in said  guaranty,  which  shall  remain in full  force and  effect  for all the
obligations of Hirsch  International  Corp.  now or hereafter  owing to the Bank
pursuant to the terms and  conditions  of the Loan  Documents as amended by this
Agreement and  acknowledge,  agree,  represent and warrant that no oral or other
agreements, understandings,  representations or warranties exist with respect to
said guaranty or with respect to the obligations of the undersigned  thereunder,
except those specifically set forth in this Joinder;

     (iii)  represent,  warrant and confirm that no material  adverse change has
occurred  in the  financial  status of the  undersigned  since the making of the
Loan,  that there are no judgments  against the undersigned in any of the courts
of the  United  States  and that  there is no  litigation,  active,  pending  or
threatened,  against the undersigned which might adversely affect the ability of
the  undersigned  to pay when due any amount which may become payable in respect
of said guaranty;

     (iv)  acknowledge  and agree that they have entered into and delivered this
Joinder of their own free will,  voluntarily  and without  coercion or duress of
any kind, and have been  represented in connection  herewith by counsel of their
choice and are fully aware of the terms contained in this Joinder; and



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     (v)   irrevocably  and   unconditionally   waives  and  the  Bank,  by  its
acknowledgement and agreement to this Agreement, irrevocably and unconditionally
waives, any and all rights to trial by jury in any action,  suit or counterclaim
arising in connection  with, out of or otherwise  relating to this Joinder,  the
Agreement,  said  guaranty,  and every other Loan  Document  heretofore,  now or
hereafter executed and/or delivered in connection therewith,  the Loan or in any
way related to this  transaction  or  otherwise  with  respect to the  Mortgaged
Property.


                                            HAPL Leasing Co., Inc.

                                         By:____________________________



                                            Pulse Microsystems, Ltd.

                                         By: ___________________________


                                 

Approved & Accepted

The Chase Manhattan Bank

By: _________________________________
      Christopher G. Zimmermann, V.P.