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