VOTING AGREEMENT

                                VOTING AGREEMENT

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

     VOTING AGREEMENT (the   "Agreement"),   dated as of July 20, 2005, by

and   among   Sheridan   Square    Entertainment,    Inc.,   a   Delaware    corporation

("Sheridan"), Hirsch International Corp., a Delaware corporation ("Hirsch"), and

the individuals   listed on Schedule A attached hereto (each a "Stockholder"   and

collectively, the "Stockholders").

                                    RECITALS

                   WHEREAS, Sheridan and Hirsch are parties to that certain

Agreement and Plan of Merger of even date herewith (the "Merger Agreement"),

pursuant to which SSE Acquisition Corp., a wholly-owned subsidiary of Hirsch,

shall merge with and into Sheridan, with Sheridan being the surviving

corporation and becoming a wholly-owned subsidiary of Hirsch (the "Merger

Transaction"); and

                  WHEREAS, as an inducement for Sheridan to enter into the

Merger Agreement, the Stockholders have agreed to vote their shares of Hirsch

stock in favor of the Merger Transaction;

                  WHEREAS, a condition precedent to the execution and delivery

of the Merger Agreement is the execution and delivery of this Agreement; and

                  WHEREAS, as of the date hereof, each Stockholder is the

registered owner of, or has the power to vote, the number of shares of common

stock of Hirsch ("Hirsch Stock") as indicated on Schedule A.

                  NOW, THEREFORE for valuable consideration, including the

execution and delivery of the Merger Agreement, the receipt and sufficiency of

which is hereby acknowledged, the parties hereto agree as follows:

                                    AGREEMENT

1. Voting of Shares.

a. Voting of Shares. At every meeting of the Stockholders of Hirsch called, and

at every adjournment thereof, and on every action or approval by written consent

of the Stockholders of Hirsch, each Stockholder shall vote (or cause to be

voted) the Shares (as defined in Section 1(b) below) owned by such Stockholder:

(i) in favor of the adoption of the Merger Agreement and all of the other

transactions contemplated by the Merger Agreement; (ii) against any proposal for

any merger, consolidation, sale of assets, recapitalization or other business

combination involving Hirsch (other than the Merger Transaction) or any other

action or agreement that would result in a breach of any covenant,

representation or warranty or any other obligation or agreement of Hirsch under

the Merger Agreement or which would result in any of the conditions to Hirsch's

obligations under the Merger Agreement not being fulfilled; and (iii) in favor

of any other matter relating to consummation of the transactions contemplated by

the Merger Agreement provided, however, that the agreements of any such

Stockholder described in (i) through (iii) above shall not apply where such

Stockholder is also a director of Hirsch and, Hirsch has received a Superior

Proposal (as such term is defined in Section 4.14(d) of the Merger Agreement).

b. "Shares" shall mean: (i) all securities of Hirsch (including all shares of

Hirsch Stock and all options, warrants and other rights to acquire Hirsch Stock)

owned by each Stockholder as of the date of this Agreement; and (ii) all

additional securities of Hirsch (including all shares of Hirsch Stock and all

additional options, warrants and other rights to acquire Hirsch Stock) of which

each Stockholder acquires ownership during the period from the date of this

Agreement through the termination of this Agreement. In the event of a stock

dividend or distribution, or any change in Hirsch Stock by reason of any stock

dividend or distribution, or any change in Hirsch Stock by reason of any

split-up, recapitalization, combination, exchange of shares or the like, the

term "Shares" shall be deemed to refer to and include the Shares as well as all

such stock dividends and distributions and any securities into which or for

which any or all of the Shares may be changed or exchanged or which are received

in such transaction.

c. Each Stockholder hereby gives any consents or waivers that are reasonably

required for the approval of the Merger Transaction under the terms of any

agreements to which the Stockholder is a party.

d. Nothing in this Agreement shall limit or restrict any Stockholder in acting

in his capacity as a director of Hirsch or any Subsidiary of Hirsch and

exercising his fiduciary responsibilities, it being understood that this

Agreement shall apply to each Stockholder solely in his capacity as a

stockholder of the Company, and shall not apply to such stockholders actions,

judgment or decisions as a director of Hirsch or any Subsidary of Hirsch.

                  e. Promptly following the execution of this Agreement, the

parties hereto shall use their reasonable efforts to cause Paul Levine, a

substantial shareholder of Hirsch, to execute and become a party to this

Agreement.

2. Restrictions on Transfer of Shares.

a. Prior to the consummation of the Merger Transaction, each Stockholder hereby

agrees not to take any of the following actions, except in accordance with

subsection (b) of this Section 2: (i) tender any of the Stockholder's Shares or

any securities convertible into or exchangeable or exercisable for the

Stockholder's Shares to any person; (ii) sell, transfer, distribute, pledge,

encumber, assign or otherwise dispose of (or enter into any transaction or

device that is designed to, or could reasonably be expected to, result in the

disposition by any person at any time in the future of) any of the Stockholder's

Shares or any securities convertible into, exchangeable or exercisable for the

Stockholder's Shares; (iii) enter into any swap or other derivatives transaction

that transfers to another, in whole or in part, any of the economic benefits or

risks of ownership of any of the Stockholder's Shares; (iv) enforce or permit

the execution of the provisions of any redemption, share purchase or sale,

recapitalization or other agreement with Hirsch (except pursuant to the Merger

Transaction), (v) deposit any of the Stockholder's Shares into a voting trust or

depositary facility or enter into a voting agreement or arrangement with respect

to any Shares or grant any proxy with respect thereto; or (vi) enter into any

contract, option or other arrangement or understanding with respect to or

consent to the offer for sale, sale, transfer, pledge, encumbrance, assignment

or other disposition of, any of its Shares, any securities convertible into,

exchangeable or exercisable for shares of Hirsch Stock or any other capital

stock of Hirsch or any interest in any of the foregoing with any person (any

transaction referred to in clause (i), (ii), (iii), (iv), (v) or (vi) is

hereinafter referred to as a "Transfer").

b. Notwithstanding subsection (a) above, each Stockholder may take an action

described in subsection (a) of this Section 2 if (i) Sheridan gives its prior

written consent to such action or (ii) the proposed transferee shall have

executed a counterpart of this Agreement and shall have agreed to hold such

Shares or interest in such Shares subject to all of the terms and provisions of

this Agreement.

c. No Stockholder shall request that Hirsch or its transfer agent register the

Transfer (book-entry or otherwise) of any certificate or uncertificated interest

representing any of such Stockholder's Shares, and each Stockholder hereby

consents to the entry of stop transfer instructions by Hirsch of any Transfer of

such Stockholder's Shares, unless such Transfer is made in compliance with this

Agreement.

d. Hirsch will not register the Transfer (book-entry or otherwise) of any

certificate or uncertified interest representing any of the Stockholder's Shares

and will enter a stop transfer instruction on any Transfer attempted in

violation of this Agreement.

3. Representations and Warranties; Additional Covenants of the Stockholders.

Each Stockholder hereby represents and warrants, severally and not jointly, and

covenants to Sheridan as follows:

a. Authorization. Stockholder has the power, corporate or otherwise, and

authority to enter into this Agreement and to carry out its obligations

hereunder. The execution and delivery of this Agreement and the consummation of

the transactions contemplated hereby by each Stockholder have been duly and

validly authorized by such Stockholder and no other proceedings, corporate or

otherwise, on the part of the Stockholder is necessary to authorize the

execution and delivery of this Agreement or the performance by the Stockholder

of its obligations hereunder. This Agreement has been duly and validly executed

and delivered by the Stockholder and constitutes the legal, valid and binding

obligation of such Stockholder, enforceable against such Stockholder in

accordance with its terms.

b. No Conflict. The execution, delivery and performance of this Agreement and

the consummation of the transactions contemplated hereby will not (i) conflict

with or result in any breach of any provision of the certificate of

incorporation, bylaws or similar organizational documents, if any, of each

Stockholder, (ii) result in a violation or breach of, or constitute (with or

without due notice or lapse of time or both) a default (or give rise to any

right of termination, amendment, cancellation or acceleration) under any of the

terms, conditions or provisions of any note, bond, mortgage, indenture, lease,

license, contract, agreement or other instrument or obligation to which such

Stockholder is a party or by which any of its properties or assets including the

Shares may be bound, or (iii) violate any order, writ, injunction, decree,

judgment, permit, license, ordinance, law, statute, rule or regulation

applicable to such Stockholder or any of its properties or assets, including the

Shares.

c. Title to Shares. Stockholder is the registered or beneficial owner of its

Shares free and clear of any lien or encumbrance, proxy or voting restriction

other than pursuant to this Agreement. Such Shares are all t