AGREEMENT OF MODIFICATION OF NOTE
THIS AGREEMENT dated as of May 12, 2000 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
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, 200 Wireless Blvd., Hauppauge, New York (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:
(i) the Maturity Date of the Note is hereby shortened to April 30, 2001 from October 27, 2004.
(ii) equal monthly installments of principal in the amount of $19,125.00 will continue to be made on the 27th day
of each calendar month and on the Maturity Date a final principal payment of $784,125.00 shall be due and
payable together with all interest accrued and unpaid thereon and all other sums due under the Note, shall be due
and payable on the Maturity Date.
The Maker acknowledges that:
(i) the principal balance of the Note is $l,032,750.00.
(ii) the interest rate on the Note is 11.30%;
(iii)it has not entered into any agreements with creditors that expressly or otherwise prohibit the Maker from
entering into a modification of the Loan;
(iv) 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 gover