DISTRIBUTORSHIP AGREEMENT

                            -------------------------



                  DISTRIBUTORSHIP AGREEMENT (the "Agreement"), made and entered

into as of the -- day of April, 2004 by and among TAJIMA INDUSTRIES LTD., a

corporation formed under the laws of Japan, maintaining its principal place of

business at 19-22 Shirakabe 3-chome, Higaski-ku, Nagoya 461, Japan ("TAJIMA"),

TAJIMA USA, INC., a corporation formed under the laws of the State of Delaware,

maintaining its principal place of business at 141 Remington Boulevard,

Ronkonkoma, New York 11779 ("TUI"), TAJIMA AMERICA CORP., a corporation formed

under the laws of the State of New Jersey, maintaining its principal place of

business at 550 Commerce Street, Franklin Lakes, New Jersey 07417 ("TAC"), and

HIRSCH INTERNATIONAL CORP., a corporation formed under the laws of the State of

Delaware, maintaining its principal place of business at 200 Wireless Blvd.,

Hauppauge, New York 11788, U.S.A. (the "DISTRIBUTOR").



                  WHEREAS, TAJIMA sells certain embroidery machines ("Machines")

manufactured by Tokai Industrial Sewing Machine Co., Ltd. ("Tokai") and TUI and

integral component parts for such Machines through TAC;



                  WHEREAS, DISTRIBUTOR has substantial technical expertise and

marketing know-how with respect to the distribution of embroidery machines;



                  WHEREAS, DISTRIBUTOR desires to be appointed as a distributor

for the sale of Machines and integral component parts therefore and TAJIMA is

willing to appoint DISTRIBUTOR to sell such Machines and parts within a stated

territory; and



                  NOW, THEREFORE, in consideration of the mutual covenants,

agreements, representations and warranties contained herein, the parties hereto

hereby agree as follows:



1.       GRANT OF RIGHTS



         1.1.     (a) During the Term, the DISTRIBUTOR shall have the exclusive

right to sell the Machines listed in Schedule 1.1 - Products ("PRODUCTS") within

the territory listed in Schedule 1.1 - Territory ("Territory").



                  (b) DISTRIBUTOR shall not have the right to sell and/or

distribute the PRODUCTS, either directly or indirectly, in any area other than

the Territory.



                  (c) As used herein, PRODUCTS shall include only Machines

bearing the TAJIMA brand-name, and shall include both new and used Machines and

PRODUCTS.



         1.2. As used herein, "the Term" shall mean the period February 21, 2004

through February 20, 2011 (unless sooner terminated pursuant to the further

provisions of this Agreement).



         1.3. The grant of rights pursuant to this Agreement does not extend to

or include specially made machines or PRODUCTS used for industrial and

non-traditional embroidery applications, such as PRODUCTS which are used to

apply carbon fiber in the manufacture of aircraft components or which are used

to attach wire in automotive heating seating production. TAJIMA reserves the

right to sell PRODUCTS employed in industrial and non-traditional embroidery

applications within the Territories, either directly or through a separate

distributor. This is no way changes or eliminates any right Hirsch has or might

have under any patents it currently owns.



2.       DISTRIBUTION AND RESPONSIBILITIES



         2.1 During the Term, DISTRIBUTOR shall sell and distribute PRODUCTS in

accordance with the terms and provisions of this Agreement.



         2.2 (a) Except as hereinafter provided, during the Term, TAJIMA shall

not directly or indirectly sell or distribute PRODUCTS to customers in the

Territory. Notwithstanding the foregoing, DISTRIBUTOR acknowledges that there

are legal and practical restrictions on TAJIMA's ability to prevent the resale

of PRODUCTS into the Territory by others. Accordingly, TAJIMA shall not be

liable to DISTRIBUTOR for any commission, compensation or other payment or for

any damage or loss suffered by DISTRIBUTOR whatever arising out of or in

connection with any sales or shipments of PRODUCTS by a distributor, customer,

or other person or firm unless such sales or shipments (to a customer) shall

have been expressly and knowingly authorized by TAJIMA.



                  (i) In the event of a violation of the grant of territorial

         exclusivity in this Agreement by another distributor with which TAJIMA

         is in privity of contract, TAJIMA shall use its reasonable best efforts

         to cause such offending distributor to pay to it an amount equal to 30%

         of the retail selling price of all PRODUCTS so sold by the offending

         distributor and shall remit such sums collected from the offending

         distributor to the DISTRIBUTOR, or TAJIMA may arrange for direct

         payment from the offending distributor to the DISTRIBUTOR. The

         foregoing notwithstanding, TAJIMA shall have no obligation to commence

         an action against or withhold shipment from an offending distributor.

         The foregoing remedy is not intended to be exclusive.

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