AGREEMENT OF MODIFICATION OF NOTE THIS AGREEMENT dated as of April 30, 1999 is by and between The Chase Manhattan Bank formerly known as Chemical Bank, a New York banking corporation (the "Payee"), and Hirsch International Corp. (the "Maker")....

                        AGREEMENT OF MODIFICATION OF NOTE


     THIS  AGREEMENT  dated as of April  30,  1999 is by and  between  The Chase
Manhattan Bank formerly  known as Chemical Bank, a New York banking  corporation
(the "Payee"), and Xxxxxx International Corp. (the "Maker").

     Whereas, the Payee made a loan in the original amount of $2,295,000.00 (the
"Loan") to the Maker, evidenced by a note in that principal amount dated October
27, 1994 from the Maker to the Payee (the "Note"),  secured by a first  mortgage
(the "Mortgage") from the Maker to the Payee  encumbering the premises  commonly
known as, 000 Xxxxxxxx Xxxx., Xxxxxxxxx, Xxx Xxxx (the "Mortgaged Property") and
guaranteed  pursuant to a guaranty of payment  dated as of October 27, 1994 from
HAPL Leasing Co., Inc. (the "Guarantors") to the Payee (the "Guaranty").

     NOW THEREFORE, it is agreed by and between the parties to amend the Note as
follows:

     The interest rate on the Note is hereby increased from 8.80% to 9.30%.

     The Maker acknowledges that:

     (i) the principal balance of the Note is $1,262,250.00.

     (ii) it has not entered into any  agreements  with creditors that expressly
or otherwise prohibit the Maker from entering into a modification of the Loan;

     (iii) except as  specifically  amended in this  Agreement all of the terms,
covenants,  conditions and stipulations  contained in the Note, the Mortgage and
all other  instruments  executed and delivered to evidence  and/or to secure the
Loan  (collectively,  the "Loan Documents") are hereby ratified and confirmed in
all  respects,  shall  continue to apply with full force and effect and shall be
governed by, and  construed  in  accordance  with,  the laws of the State of New
York;

     (iv) the foregoing correctly reflects our entire  understanding and no oral
or   other   agreements,    conditions,    promises,   waivers,   modifications,
understandings, representations or warranties exist in regard to the obligations
of the Maker  hereunder  or under the other Loan  documents  or  otherwise  with
respect to the Loan, except those specifically set forth in this Agreement;

     (v) no material  adverse change has occurred in the financial status of the
Maker since the making of the Loan other than as set forth on the Maker's  press
release dated April 26, 1999;

     (vi) there are no  judgments  against the Maker in any courts of the United
States and there is no  litigation,  pending or  threatened,  against  the Maker
which might  adversely  affect the  Maker's  ability to pay when due any amounts
which may become payable in respect of the Loan;





     (vii) no default,  nor event which with notice and/or passage of time would
constitute a default, has occurred and is continuing under the Loan Documents;

     (viii)there  are no  offsets,  defenses  or  counterclaims  to the  Maker's
obligations under the Loan and the Loan Documents;

     (ix) the Maker hereby waives the right to assert any set-off,  counterclaim
or crossclaim of any nature whatsoever in any litigation relating to this latter
agreement,  the other Loan Documents and the Loan (provided,  however,  that the
foregoing  shall  not be  deemed a waiver of the  Maker's  right 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 Maker's  right to
assert any claim which  would  constitute  a defense,  setoff,  counterclaim  or
crossclaim of any nature whatsoever  against the Payee in any separate action or
proceeding);

     (x) the Payee hereby irrevocably and unconditionally waives, and the Maker,
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 the
Note,  the  Mortgage or any 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;
and

     (xi)  all  references  contained  in any of the  Loan  Documents  to a Loan
Document or Documents shall  henceforth  refer to said Loan Document as the same
may be amended from time to time by instrument in writing  executed by the Maker
and the Payee, including but not limited to, this Agreement.

                                             Xxxxxx International Corp.




                                            The Chase Manhattan Bank

                                            By:           
                                           Xxxxxxxxxxx X. Xxxxxxxxxx, V.P.