Exhibit 10.22


                          REGISTRATION RIGHTS AGREEMENT

     This Registration Rights Agreement ("Agreement") is made as of December 20,
1996 between HIRSCH INTERNATIONAL CORP., a Delaware corporation (the "Company"),
and JIMMY L. YATES,  residing at 3801 Hollow Creek Road, Fort Worth, Texas 76116
(the "Holder").

                                    RECITALS

     WHEREAS,  the Holder  has  simultaneously  herewith  acquired  One  Hundred
Thirty-one  Thousand  Five Hundred Seven  (131,507)  shares  (collectively,  the
"Shares")  of Common  Stock (the  "Common  Stock") of the Company  pursuant to a
certain Stock Purchase  Agreement of even date herewith  between the Company and
the Holder; and

     WHEREAS,  the Company  has agreed to  register  the Shares on the terms and
conditions set forth herein;

     NOW,  THEREFORE,  in  consideration  of the mutual  covenants,  agreements,
representations and warranties herein set forth, it is hereby agreed between the
Company and the Holder as follows:

                                    ARTICLE I
                               REGISTRATION RIGHTS

     Section 1.1. Form S-3 and Form S-1 Registration  Rights.  On or before June
30, 1997, the Company shall file a registration  statement on Form S-3 to permit
resale  of the  Registrable  Securities  of the  Holder  during  the  period  of
effectiveness of such Form S-3 registration statement;  provided,  however, that
in the  event  that at the time of filing of such  registration  statement,  the
Company  is not  eligible  for use of Form S-3,  then the  Company  shall file a
registration  statement on Form S-1 rather than Form S-3. Any such  registration
on Form S-3 or Form S-1 shall be subject to the following:

     (a) The  Company  shall take all steps  reasonably  necessary  to cause the
registration  on  Form  S-3 or  Form  S-1 to  become  effective,  and to  remain
effective until December 20, 1997, or until all Shares have been  distributed by
the Holder  whichever first occurs.  Holder shall promptly notify the Company at
such time as all of the Shares have been distributed.

     (b)  The  Company  shall  not be  required  to  effect  more  than  one (1)
registration on either Form S-3 or Form S-1 pursuant to this Section 1.2;

     (c) The Company shall not be required to prepare or effect any registration
pursuant to this Section 1.2 unless the Registrable Securities to be sold by the
Holder represents all of the total Registrable Securities;


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     (d) The  Company  may  include  in such  Form S-3 or Form S-1  registration
statements securities of other selling security holders, without limitation, and
securities offered for its own account;

     ...provided,  however,  any such inclusion  shall not require the Holder to
immediately   sell  his   Registrable   Securities  or  to  participate  in  any
underwriting,  it being  contemplated  that the Holder may not immediately  sell
Registrable  Securities  at the  time of  registration  but  instead  will  sell
Registrable  Securities  from time to time thereafter (i) on the NASDAQ National
Market,  (ii)  otherwise  than on the NASDAQ  National  Market at market  prices
prevailing  at  the  time  of  sale  or at  negotiated  prices,  or  (iii)  by a
combination of the foregoing methods; and

     (e) The  Company  hereby  undertakes  to use its  best  effort  to meet the
criteria  for use of Form S-3 at the earliest  possible  date and to continue to
qualify for such use until December 20, 1998.

     Section 1.2. Expense of Registration. All Registration Expenses incurred in
connection  with any  registration,  qualification  or  compliance  pursuant  to
Article  I shall be borne by the  Company.  All  Selling  Expenses  relating  to
Registrable  Securities  by the  Holder or other  holders  shall be borne by the
holders  of such  securities  pro rata on the  basis of the  number of shares so
registered and to be sold by each.

     Section 1.3.  Registration  Procedures.  In the case of each  registration,
qualification or compliance  effected by the Company pursuant to this Article I,
the Company will keep the Holder advised in writing as to the initiation of each
registration,  qualification and compliance and as to the completion thereof. At
its expense the Company will:

     (a) Keep such  registration,  qualification  or compliance  effective until
December 20, 1997 or until the Holder has completed the  distribution  described
in the registration statement relating thereto, whichever first occurs.

     (b)  Furnish  such  number of  prospectuses  and other  documents  incident
thereto as a Holder from time to time may  reasonably  request,  but only during
the  period  that  the  Company  would  be  required  to keep  the  registration
effective.

     (c) Prepare and file with the SEC such  amendments and  supplements to such
registration   statement  and  the  prospectus  used  in  connection  with  such
registration  statement as may be necessary to comply with the provisions of the
Securities Act with respect to the disposition of all securities covered by such
registration statement.


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     (d) Use its best efforts to register and qualify the securities  covered by
such registration statement under such other securities or Blue Sky laws of such
jurisdictions as shall be reasonably requested by the Holder,  provided that the
Company shall not be required in connection  therewith or as a condition thereto
to qualify to do business or to file a general  consent to service of process in
any such states or jurisdictions.

     (e)  Notify  the  Holder  of   Registrable   Securities   covered  by  such
registration  statement  at any  time  when a  prospectus  relating  thereto  is
required to be delivered  under the Securities Act of the happening of any event
as a result of which the prospectus included in such registration  statement, as
then in effect,  includes an untrue statement of material fact or omits to state
a  material  fact  required  to be  stated  therein  or  necessary  to make  the
statements  therein  not  misleading  in the  light  of the  circumstances  then
existing.

     Section 1.4.  Indemnification.  (a) The Company will  indemnify  the Holder
with  respect  to  which  registration,  qualification  or  compliance  has been
effected  pursuant to this  Article I, and each  underwriter,  if any,  and each
person who  controls  any  underwriter  within the  meaning of Section 15 of the
Securities Act, against all expenses,  claims,  losses,  damages and liabilities
(or actions in respect  thereof),  including  any of the  foregoing  incurred in
settlement of any litigation,  commenced or threatened,  arising out of or based
on any untrue  statement  (or  alleged  untrue  statement)  of a  material  fact
contained in any registration statement,  prospectus, offering circular or other
document,  or  any  amendment  or  supplement  thereto,  incident  to  any  such
registration,  qualification or compliance, or based on any omission (or alleged
omission)  to state  therein a material  fact  required to be stated  therein or
necessary to make the statements  therein,  in the light of the circumstances in
which they were made,  not  misleading,  or any  violation by the Company of any
rule or  regulation  promulgated  under the  Securities  Act  applicable  to the
Company and relating to action or inaction required of the Company in connection
with any such  registration,  qualification or compliance,  and will pay to such
Holder, each such underwriter and each person who controls any such underwriter,
as incurred,  any legal and any other expenses reasonably incurred in connection
with  investigating,  preparing  or  defending  any such  claim,  loss,  damage,
liability  or action,  provided  that the Company will not be liable in any such
case to the extent  that any such  claim,  loss,  damage,  liability  or expense
arises out of or is based on any untrue  statement or omission or alleged untrue
statement  or omission,  made in reliance  upon and in  conformity  with written
information  furnished  to the Company by an  instrument  duly  executed by such
Holder or underwriter and stated to be specifically for use therein.

     (b) The Holder  will,  if  Registrable  Securities  held by such Holder are
included  in the  securities  as to which such  registration,  qualification  or
compliance is being effected,  indemnify the Company,  each of its directors and
officers, each underwriter,  if any, of the Company's securities covered by such
a  registration  statement,  each  person  who  controls  the  Company  or  such
underwriter  within the meaning of Section 15 of the  Securities  Act,  and each
other such holder,  each of its officers,  directors or partners and each person
controlling  such holder within the meaning of Section 15 of the Securities Act,
against all expenses,  claims,  losses,  damages and  liabilities (or actions in
respect  thereof)  including any of the foregoing  incurred in settlement of any
litigation  commenced  or  threatened,  arising  out of or based  on any  untrue
statement (or alleged untrue statement) of a

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material fact  contained in any such  registration  statement,  prospectus,
offering  circular or other  document,  or any amendment or supplement  thereto,
incident to any such  registration,  qualification or compliance or based on any
omission (or alleged  omission) to state  therein a material fact required to be
stated therein or necessary to make the statements  therein, in the light of the
circumstances  in which they were made, not misleading,  or any violation by the
Holder of any rule or regulation promulgated under the Securities Act applicable
solely to the Holder  (which is not  otherwise  applicable to or violated by the
Company) and relating to action or inaction  required  solely of the Holder (and
not  relating  to  or  required  of  the  Company)  in   connection   with  such
registration,  qualification  or compliance,  and will pay to the Company,  such
holders, such directors,  officers,  partners, persons,  underwriters or control
persons,  as incurred,  any legal or any other expenses  reasonably  incurred in
connection  with  investigating,  preparing or defending  any such claim,  loss,
damage, liability or action, in each case to the extent, but only to the extent,
that such untrue statement (or alleged untrue statement) or omission (or alleged
omission) is made in such registration statement,  prospectus, offering circular
or other document or any amendment or supplement thereto in reliance upon and in
conformity  with  written  information  which shall have been  furnished  to the
Company by such Holder;  provided,  however, that the obligations of such Holder
hereunder shall be limited to an amount equal to the net proceeds to such Holder
of Registrable Securities sold as contemplated herein.

     (c) Each party  entitled  to  indemnification  under this  Section 1.4 (the
"Indemnified  Party")  shall  give  notice  to the  party  required  to  provide
indemnification (the "Indemnifying Party") promptly after such Indemnified Party
has actual knowledge of any claim as to which indemnity may be sought, and shall
permit the  Indemnifying  Party to assume  the  defense of any such claim or any
litigation  resulting  therefrom,  provided  that  counsel for the  Indemnifying
Party,  who shall  conduct  the  defense of such claim or  litigation,  shall be
approved by the  Indemnified  Party (whose  approval  shall not be  unreasonably
withheld),  and the Indemnified Party may participate in such defense at its own
expense,  and provided,  further,  that the failure of any Indemnified  Party to
give notice as provided herein shall not relieve the  Indemnifying  Party of its
obligations  under  this  Article  I unless  such  failure  resulted  in  actual
detriment to the Indemnifying  Party.  Notwithstanding  the above,  however,  if
representation of one or more Indemnified Parties by the counsel retained by the
Indemnifying  Party would be inappropriate due to actual  conflicting  interests
between such Indemnified Parties (the "Conflicting Indemnified Parties") and any
other  party  represented  by  such  counsel  in  such  proceeding,   then  such
Conflicting  Indemnified  Parties  shall have the right to retain  one  separate
counsel,  chosen by the  holders of a  majority  of the  Registrable  Securities
included in the  registration,  at the  expense of the  Indemnifying  Party.  No
Indemnifying  Party, (i) in the defense of any such claim or litigation,  shall,
except  with the  consent  of each  Indemnified  Party,  consent to entry of any
judgment or enter into any settlement which does not include as an unconditional
term thereof the giving by the claimant or plaintiff to such  Indemnified  Party
of a release from all liability in respect to such claim or litigation,  or (ii)
shall be  liable  for  amounts  paid in any  settlement  if such  settlement  is
effected without the consent of the Indemnifying Party.

     Section 1.5.  Information by Holder.  The Holder of Registrable  Securities
included in any  registration  shall furnish to the Company such  information on
the distribution proposed by such

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Holder as the  Company  may  reasonably  request in writing and as shall be
reasonably  required  in  connection  with any  registration,  qualification  or
compliance referred to in this Article I.

     Section  1.6.  Rule 144  Reporting.  With a view to  making  available  the
benefits of certain rules and  regulations  of the  Commission  which may at any
time  permit  the  sale  of the  Restricted  Securities  to the  public  without
registration, the Company agrees to:

     (a) Use its best efforts to make and keep public information available,  as
those terms are  understood  and defined in Rule 144 under the Securities Act at
all times after the date hereof.

     (b) Use its best efforts to file with the Commission in a timely manner all
reports and other documents required of the Company under the Securities Act and
the  Securities  Exchange Act of 1934,  as amended (at any time it is subject to
such reporting requirements).

     (c) So long as the Holder owns any Restricted Securities, to furnish to the
Holder  forthwith  upon  request a written  statement  by the  Company as to its
compliance  with the reporting  requirements of said Rule 144 (at any time after
90 days after the effective date of the first  registration  statement  filed by
the Company for an offering of its securities to the general  public) and of the
Securities Act and the Securities Exchange Act of 1934 (at any time after it has
become  subject to such  reporting  requirements)  and a copy of the most recent
annual or quarterly report of the Company.

     Section  1.7.  Transfer  of  Registration  Rights.  The rights to cause the
Company to  register  securities  granted  under  Article I may not be  assigned
without  the prior  written  consent  of the  Company in each  instance,  except
pursuant  to will or the  laws  of  descent  and  distribution.  No  transferee,
assignee or other person  purporting to exercise rights under this Article I who
is not a signatory to this Agreement shall be entitled to do so unless and until
such person agrees to be bound by the terms of this Article I.

     Section 1.8. "Market Stand Off" Agreement. The Holder hereby agrees that it
shall not, to the extent  required by the Company and an  underwriter  of Common
Stock (or other  securities)  of the  Company,  sell or  otherwise  transfer  or
dispose  (other  than  to  donees  who  agree  to be  similarly  bound)  of  any
Registrable Securities during the ninety (90) day period following the effective
date of a registration  statement of the Company filed under the Securities Act;
provided, however, that such agreement shall not apply to Registrable Securities
being registered and sold pursuant to such registration statement.

     In  order to  enforce  the  foregoing  covenant,  the  Company  may  impose
stop-transfer  instructions  with respect to the  Registrable  Securities of the
Holder until the end of such ninety (90) day period.



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                                   ARTICLE II
                                  MISCELLANEOUS

     Section  2.1.  Governing  Law.  This  Agreement  shall be  governed  in all
respects by the laws of the State of New York.

     Section 2.2.  Successors and Assigns.  Except as otherwise provided herein,
the  provisions  hereof shall inure to the benefit of, and be binding upon,  the
successors and permitted  assigns of the parties  hereto.  No assignment of this
Agreement  may be made by either  party at any time,  without the other  party's
prior written consent.

     Section 2.3. Entire Agreement;  Amendment.  This Agreement  constitutes the
full and entire  understanding  and agreement between the parties with regard to
the subjects hereof. Except as expressly provided herein, neither this Agreement
nor any term hereof may be amended, waived,  discharged or terminated other than
by a written instrument signed by the party against whom enforcement of any such
amendment, waiver, discharge or termination is sought

     Section 2.4. Notices, Etc. All notices and other communications required or
permitted  hereunder  shall be in writing and shall be mailed by  registered  or
certified mail, postage prepaid,  or otherwise delivered by hand or by messenger
addressed (a) if to the Company, at 200 Wireless Boulevard,  Hauppauge, New York
11788, Attention: General Counsel, or at such other address as the Company shall
have  furnished  to the  Holder in  writing  and (b) if to the  Holder,  at such
address as is set forth on the signature  page hereto,  or at such other address
as the Holder shall have  furnished to the Company in writing.  Each such notice
or other  communication  shall for all purposes of this  Agreement be treated as
effective or having been given when  delivered if delivered  personally,  or, if
sent by mail,  at the earlier of its receipt or 72 hours after the same has been
deposited  in a regularly  maintained  receptacle  for the deposit of the United
States mail, addressed and postage prepaid as aforesaid.

     Section 2.5. Delays or Omissions.  Except as expressly  provided herein, no
delay or omission to exercise any right, power or remedy accruing to the Company
or the Holder  upon any breach or  default  of any party  under this  Agreement,
shall  impair any such right,  power or remedy of the Company or such Holder nor
shall it be  construed  to be a waiver  of any such  breach or  default,  or any
acquiescence  therein,  or of or in any  similar  breach or  default  thereafter
occurring;  nor shall any  waiver of any  single  breach or  default be deemed a
waiver of any other breach or default theretofore or thereafter  occurring.  Any
waiver,  permit, consent or approval of any kind or character on the part of the
Company  or any Holder of any breach or  default  under this  Agreement,  or any
waiver on the part of any such party of any  provisions  or  conditions  of this
Agreement,  must be in  writing  and  shall  be  effective  only  to the  extent
specifically  set  forth  in such  writing.  All  remedies,  either  under  this
Agreement or by law or otherwise afforded to the Company or the Holder, shall be
cumulative and not alternative.


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     Section 2.6. Counterparts.  This Agreement may be executed in any number of
counterparts,  each of which may be executed by only one of the parties  hereto,
each of which shall be  enforceable  against the party  actually  executing such
counterpart, and all of which together shall constitute one instrument.

     Section  2.7.  Severability.  In the  event  that  any  provision  of  this
Agreement  becomes or is declared  by a court of  competent  jurisdiction  to be
illegal,  unenforceable or void, this Agreement shall continue in full force and
effect  without said  provisions;  provided that no such  severability  shall be
effective if it materially changes the economic benefit of this Agreement to any
party.

     Section 2.8.  Titles and  Subtitles.  The titles and subtitles used in this
Agreement  are  used  for  convenience  only  and  are not to be  considered  in
construing or interpreting this Agreement.

     Section 2.9.  Definitions.  As used in this Agreement,  the following terms
have the meanings specified or referred to in this Section 2.9:

     "Agreement"  has the  meaning  specified  in the  first  paragraph  of this
Agreement.

     "Commission" or "SEC" shall mean the Securities and Exchange  Commission or
any other federal agency at the time administering the Securities Act.

     "Company"  has  the  meaning  specified  in the  first  paragraph  of  this
Agreement.

     "Form S-1 and Form S-3" shall mean such forms, as currently identified, for
registration  of  securities  under the  Securities  Act,  or any  substantially
similar, equivalent or successor forms under the Securities Act.

     "Holders" shall mean the persons named on the signature page hereof and any
permitted transferee of registration rights.

     "Registrable  Securities"  means  Shares  which  have not been  sold to the
public,  and shares of the  Company's  Common  Stock  issued with respect to the
Shares upon any stock split, stock dividend, recapitalization, or similar event,
which have not been sold to the public,  which,  in each case,  are not eligible
for resale in reliance upon Rule 144 under the Securities Act.

     "Registration  Expenses" shall mean all expenses incurred by the Company in
complying   with  Article  I  hereof,   including,   without   limitation,   all
registration,  qualification, listing and filing fees, printing expenses, escrow
fees,  fees and  disbursements  of counsel  for the  Company,  blue sky fees and
expenses,  and the expense of any special audits  incident to or required by any
such  registration  (but excluding the compensation of regular  employees of the
Company, which shall be paid in any event by the Company).


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     "Restricted  Securities"  shall  mean any  share  certificate  representing
Registrable  Securities bearing a legend restricting further public distribution
thereof.

     "Securities Act" shall mean the Securities Act of 1933, as amended,  or any
similar  federal  statute  and  the  rules  and  regulations  of the  Commission
thereunder, all as the same shall be in effect at the time.

     "Selling  Expenses"  shall  mean all  underwriting  discounts  and  selling
commissions applicable to the sale and all fees and disbursements of counsel for
any holder.

     IN WITNESS  WHEREOF,  each of the  undersigned  has  caused  the  foregoing
Agreement to be executed by one of its duly  authorized  officers as of the date
first above written.


                              HIRSCH INTERNATIONAL CORP.


                           By:_____________________________
                          Its:_______________________
                              ----------------------------------
                              JIMMY L. YATES



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