EXCHANGE AGREEMENT Agreement dated as of August ___, 1996 by and among Hertz Technology Group, Inc., a Delaware Corporation ("Hertz Technology") and Eli E. Hertz ("Eli") and I. Marilyn Hertz ("Marilyn") (collectively the "Shareholders"). WHEREAS, Eli and Marilyn are the record and beneficial owners of 90 shares and 110 shares respectively of Hertz Computer Corporation ("Hertz Computer"), representing all the issued and outstanding stock of Hertz Computer and _____ shares and ____ shares respectively of Hergo Ergonomics Support Systems, Inc. ("Hergo"), representing all the issued and outstanding stock of Hergo; and WHEREAS, Hertz Technology has filed a registration statement on Form SB-2 with the Securities and Exchange Commission (the "SEC") for the purpose of offering and selling to the public (the "Offering") 1,100,000 shares of the Common Stock, .001 per value per share (the "Shares"), and 2,200,000 Redeemable Class A Purchase Warrants (the "Warrants") and the Offering contemplates that immediately prior to the date the Offering is declared effective by the SEC (the "Effective Date"), the Shareholders will have transferred all their shares of stock in Hertz Computer and Hergo in exchange for an aggregate of 1,840,000 Shares. NOW, THEREFORE, in consideration of the foregoing premises and other good and valuable consideration, the parties hereto hereby agree as follows: 1. Immediately prior to the Effective Date (i) Eli and Marilyn shall transfer all of their respective Shares in Hertz Computer to Hertz Technology in exchange for which Hertz Technology shall issue 460,000 of its Shares to each of them and (ii) Eli and Marilyn shall transfer all of their respective Shares in Hergo to Hertz Technology in exchange for which Hertz Technology shall issue 460,000 of its Shares to each of them. 2. Eli and Marilyn, each for himself or herself, represents and warrants: each such person is the legal and equitable owner of the Shares in Hertz Computer and Hergo as set forth in the "Whereas" clause, with full power to execute this Agreement and transfer such Shares to Hertz Technology, and that upon such transfer, Hertz Technology will own such Shares free and clear of all liens and encumbrances of any kind. 3. Eli and Marilyn jointly and severally represent and warrant that the Shares of stock owned by them in Hertz Computer and Hergo as recited in the "Whereas" clause, represents all the issued and outstanding Shares of each such corporation. 4. Hertz Technology represents and warrants that it is a corporation duly organized and subsisting in the State of Delaware that it has the power and authority to enter into this agreement and that upon issuance of an aggregate of 1,840,000 Shares to the Shareholders as provided herein, such Shareholders will own such Shares free and clear of all liens and encumbrances of any kind and that such Shares shall be fully paid for and non assessable. 5. The Shareholders jointly and severally covenant that they will cause Hergo and Hertz Computer not to issue any shares of their respective companies prior to the Effective Date, and Hertz Technology covenants that prior to the Effective Date it will not issue any of its Shares except as contemplated hereunder. 6. The contract shall be construed in accordance with the laws of New York. Hertz Technology Group, Inc. By: ______________________________ ______________________________ Eli E. Hertz ______________________________ I. Marilyn Hertz