As filed with the Securities and Exchange Commission on October 10, 2001
Registration No.33____________



                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                               JUNIPER GROUP, INC.
            --------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                  Nevada                            11-2866771
         ---------------------------------  ---------------------------------
         (State or other jurisdiction of    (I.R.S. Employer Identification No.)
          incorporation or organization)

         111 Great Neck Road, Suite 604
         Great Neck, New York                             11021
      ---------------------------------            ----------------------
         (Address of principal executive offices)       (Zip Code)

                 JUNIPER GROUP, INC. 2001 EQUITY INCENTIVE PLAN
                            (Full title of the Plan)

           Vlado Paul Hreljanovic, President & Chief Executive Officer
                               Juniper Group, Inc.
                         111 Great Neck Road, Suite 604
                           Great Neck, New York 11021
       -------------------------------------------------------------------
                     (Name and address of agent for service)

                                 (516) 829-4670
      --------------------------------------------------------------------
          (Telephone number, including area code, of agent for service)

                                    copy to:

                             Gerald A. Kaufman, Esq.
                              33 Walt Whitman Road
                       Huntington Station, New York 11746
                                 (631) 271-2055




     Approximate  date of  commencement  of proposed  sale to the  public:  Upon
filing of this registration statement




                         CALCULATION OF REGISTRATION FEE
<TABLE>

----------------------------------------------- --------------- ----------------- ------------------ -----------------
<CAPTION>
                                                                    Proposed      Proposed maximum
                                                                    maximum           aggregate
                   Title of                       Amount to      offering price    offering price       Amount of
         Securities to be registered            be registered    per share (2)           (2)         registration fee
                                                     (1)
----------------------------------------------- --------------- ----------------- ------------------ -----------------
<S>                                               <C>                 <C>            <C>                 <C>

Common Stock                                      3,000,000           $.76           $2,280,000          $690.91
----------------------------------------------- --------------- ----------------- ------------------ -----------------
</TABLE>
(1)  Represents the shares of Common Stock, par value $.001 per share, issuable
     pursuant to the Juniper Group, Inc. 2001 Equity Incentive Plan. Pursuant to
     Rule 416 promulgated under the Securities Act of 1933, as amended (the
     "Securities Act"), there are also being registered such indeterminable
     number of additional shares of common stock as may become issuable pursuant
     to anti-dilution provisions contained in such plan.


(2)  Estimated solely for purposes of calculating the registration fee pursuant
     to Rule 457(c) promulgated under the Securities Act, based upon the average
     of the high and low prices for the common stock on September 17, 2001.






<PAGE>



                                     PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The document(s) containing the information specified in Part I will be sent
or given to "employees" (as such term is defined in paragraph 1(a) of General
Instructions A to Form S-8) as specified by Rule 428(b)(1). Such documents are
not being filed with the Securities and Exchange Commission (the "Commission")
either as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424. Such documents and the documents incorporated
by reference in this Registration Statement pursuant to Item 3 of Part II of
this Registration Statement, taken together, constitute a prospectus that meets
the requirements of Section 10(a) of the Securities Act.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.
         ---------------------------------------

     Juniper Group, Inc. (the "Registrant") hereby incorporates by reference the
documents listed below and any future filings the Registrant will make with the
Commission under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act") until this offering has been
completed:

1.   The  Registrant's  Annual  Report on Form 10-K for the  fiscal  year  ended
     December 31, 2000, as amended;

2.   The  Registrant's  Quarterly  Reports on Form 10-Q for the  quarters  ended
     March 31, 2001 and June 30, 2001;

3.   The  Registrant's  Current Report on Form 8-K (Date of Report:  January 11,
     2001), filed with the SEC on January 16, 2001; and

4.   The description of the Common Stock contained in the Registrant's
     Registration Statement on Form 8-A, including any amendment(s) or report(s)
     filed for the purpose of updating such description.

Item 4.  Description of Securities.
         -------------------------

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.
         --------------------------------------

         Not applicable.

Item 6.  Indemnification of Directors and Officers.
         -----------------------------------------

     The Registrant's Certificate of Incorporation, as amended to date,
eliminates the personal liability of the directors of the Corporation to the
fullest extent permitted by the General Corporation Law of the State of Nevada,
as the same may be amended and supplemented. The Registrant's By-Laws provide
indemnification to directors and officers to the fullest extent allowable under
Nevada law.

Item 7.  Exemption from Registration Claimed.
         -----------------------------------

         Not applicable.

Item 8.  Exhibits.
         --------

Set forth below are all exhibits to the Registration Statement:
Number            Description
------            -----------
4.1               Juniper Group, Inc. 2001 Equity Incentive Plan
5.1               Opinion and consent of Gerald A. Kaufman
23.1              Consent of Goldstein & Ganz, P.C.
23.3              Consent of Gerald A. Kaufman (Included in legal opinion filed
                  as Exhibit 5.1.)
24.1              Powers of Attorney (set forth on the Signatures page to this
                  Registration Statement)

Item 9.  Undertakings.
         ------------

     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions described in Item 6 above, or otherwise,
the Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue.

         The Registrant hereby undertakes:

(1)  To file, during any period in which offers or sales are being made, a
     post-effective amendment to this registration statement:

(a)  To include any prospectus required by Section 10(a)(3) of the Securities
     Act; (b) To reflect in the prospectus any facts or events arising after the
     effective date of the Registration Statement (or the most recent
     post-effective amendment thereof) which, individually or in the aggregate,
     represent a fundamental change in the information set forth in the
     Registration Statement. Notwithstanding the foregoing, any increase or
     decrease in volume of securities offered (if the total dollar value of
     securities offered would not exceed that which was registered) and any
     deviation from the low or high end of the estimated maximum offering range
     may be reflected in the form of prospectus filed with the Commission
     pursuant to Rule 424(b) if, in the aggregate, the changes in the volume and
     price represent no more than a 20% change in the maximum aggregate offering
     price set forth in the "Calculation of Registration Fee" table in the
     effective Registration Statement; and (c) To include any material
     information with respect to the plan of distribution not previously
     disclosed in the Registration Statement or any material change to such
     information in the Registration Statement; provided, however, the
     undertakings set forth in clauses (1)(a) and (1)(b) above do not apply if
     the registration statement is on Form S-3, Form S-8 or Form F-3, and the
     information required to be included in a post-effective amendment by such
     clauses is contained in periodic reports filed with or furnished to the
     Commission by the Registrant pursuant to Section 13 or 15(d) of the
     Exchange Act that are incorporated by reference in the Registration
     Statement;

(2)  That, for the purpose of determining any liability under the Securities
     Act, each such post-effective amendment shall be deemed to be a new
     registration statement relating to the securities offered therein, and the
     offering of such securities at that time shall be deemed to be the initial
     bona fide offering thereof; and

(3)  To remove from registration by means of a post-effective amendment any of
     the securities being registered that remain unsold at the termination of
     the offering.

     The Registrant hereby further undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the Registrant's annual
reports pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.



<PAGE>



S-8 9 28 01.doc
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Great Neck, State of New York, on the __ day of
September, 2001.

JUNIPER GROUP, INC.


By: /s/ Vlado P. Hreljanovic
-----------------------------
Name: Vlado P. Hreljanovic
Title: Chairman of the Board,
President, Chief
Executive Officer and Acting Chief Financial Officer (Principal
Executive and Principal Financial Officer)





                                POWER OF ATTORNEY

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed on September ___, 2001 by the
following persons in the capacities indicated. Each person whose signature
appears below constitutes and appoints Vlado Paul Hreljanovic, with full power
of substitution, his true and lawful attorney-in-fact and agent to do any and
all acts and things in his name and on his behalf in such capacities indicated
below which he may deem necessary or advisable to enable Juniper Group, Inc. to
comply with the Securities Act of 1933, as amended, and any rules, regulations
and requirements of the Securities and Exchange Commission in connection with
this Registration Statement, including specifically, but not limited to, power
and authority to sign for him in his name in the capacities stated below, any
and all amendments (including post-effective amendments) thereto, granting unto
said attorney-in-fact and agent full power and authority to do and perform each
and every act and thing requisite and necessary to be done in such connection,
as fully to all intents and purposes as we might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent, or his
substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.


Signature                           Title                       Date
---------                  --------------------------   ---------------------

/s/ Vlado P. Hreljanovic   President, Chief Executive   September 28, 2001
------------------------   Officer, Director, Acting
Vlado P. Hreljanovic       Chief Financial Officer


/s/ Harold A. Horowitz     Director                    September 28, 2001
----------------------
Harold A. Horowitz



/s/ Barry S. Huston       Director                     September 28, 2001
-------------------
Barry S. Huston



<PAGE>




                               JUNIPER GROUP, INC.

                         FORM S-8 REGISTRATION STATEMENT

                                  EXHIBIT INDEX

Number            Description
4.1               Juniper Group, Inc. 2001 Equity Incentive Plan.
5.1               Opinion of Gerald A. Kaufman
23.1              Consent of Goldstein & Ganz, P.C.
23.2              Consent of Gerald A. Kaufman (Included in legal opinion filed
                  as Exhibit 5.1).
24.1              Powers of Attorney (set forth on the Signatures page to this
                  Registration Statement).



<PAGE>


                                                                  Exhibit 4.1

                               JUNIPER GROUP, INC.

                           2001 EQUITY INCENTIVE PLAN


                ARTICLE 1. GENERAL PURPOSE OF PLAN; DEFINITIONS.

1.1. Purpose. The purposes of this 2001 Equity Incentive Plan are (a) to enable
     Juniper Group, Inc. and its subsidiaries and affiliates to attract and
     retain highly qualified personnel who will contribute to the success of
     Juniper Group, Inc. and (b) to provide incentives to participants in this
     2001 Equity Incentive Plan that are linked directly to increases in
     stockholder value which will therefore inure to the benefit of all
     stockholders of Juniper Group, Inc.

1.2. Definitions.  For  purposes  of  this  Equity  Incentive  Plan,  except  as
     otherwise  defined,  capitalized  terms shall have the meanings assigned to
     them in this Section 1.2.

"Administrator" means the Board or, if and to the extent the Board elects to
delegate the administration of the Plan or does not administer the Plan, the
Committee.

"Affiliate" means any entity or person that directly, or indirectly through one
or more intermediaries, controls, is controlled by, or is under common control
with, another entity, where "control" (including the terms "controlled by" and
"under common control with") means the possession, directly or indirectly, of
the power to cause the direction of the management and policies of the entity,
whether through the ownership of voting securities, by contract or otherwise.

"Award" means any award under the Plan.

"Award Agreement" means, with respect to each Award, the signed written
agreement between the Company and the Participant setting forth the terms and
conditions of the Award.

"Board" means the Board of Directors of the Company.

"Cause" means the commission of any act of a material theft, embezzlement or
fraud involving the Company or any Parent, Subsidiary or Affiliate of the
Company, or a breach of fiduciary duty to the Company or any Parent, Subsidiary
or Affiliate of the Company.

"Change of Control" shall have the meaning assigned to such term in Section
15.2.

"Code" means the Internal Revenue Code of 1986, as amended from time to time, or
any successor thereto. "Committee" means compensation or other any committee the
Board may appoint to administer the Plan. To the extent necessary and desirable,
the Committee shall be composed entirely of individuals who meet the
qualifications referred to in Section 162(m) of the Code and Rule 16b-3 under
the Exchange Act. If at any time or to any extent the Board shall not administer
the Plan, then the functions of the Board specified in the Plan shall be
exercised by the Committee.

"Common Stock" means the common stock, par value $.001 per share, of the
Company.

"Company"  means Juniper  Group,  Inc., a Nevada  corporation,  or any successor
corporation.

"Disability" means the inability of a Participant to perform substantially his
or her duties and responsibilities to the Company or to any Parent, Subsidiary
or Affiliate by reason of a physical or mental disability or infirmity for a
continuous period of six months, as determined by the Administrator. The date of
such Disability shall be the last day of such six-month period or the date on
which the Participant submits such medical evidence, satisfactory to the
Administrator, that the Participant has a physical or mental disability or
infirmity that will likely prevent the Participant from performing the
Participant's work duties for a continuous period of six months or longer, as
the case may be.

"Eligible Recipient" means an officer, director, employee, consultant or advisor
of the Company or of any Parent, Subsidiary or Affiliate. For purposes of the
Plan, the term "employee" shall include all those individuals whose service with
or for the Company and/or any Parent, Subsidiary or Affiliate of the Company, is
within the definition of "employee" in the Rule as to the Use of Form S-8
contained in the General Instructions for the registration statement on Form S-8
promulgated by the Securities and Exchange Commission.

"Employee Director" means any director of the Company who is also an employee of
the Company or of any Parent, Subsidiary or Affiliate.

"Exchange Act" means the Securities Exchange Act of 1934, as amended from time
to time.

"Exercise Price" means the per share price at which a holder of an Award may
purchase the Shares issuable upon exercise of such Award.

"Fair Market Value" as of a particular date shall mean the fair market value of
a share of Common Stock as determined by the Administrator; provided, however,
that Fair Market Value shall mean (i) if the Common Stock is listed or admitted
to trade on a national securities exchange, the closing price of the Common
Stock on the Composite Tape, as published in The Wall Street Journal, of the
principal national securities exchange on which the Common Stock is so listed or
admitted to trade, on such date, or, if there is no trading of the Common Stock
on such date, then the closing price of the Common Stock as quoted on such
Composite Tape on the next preceding date on which there was trading in such
shares; (ii) if the Common Stock is not listed or admitted to trade on a
national securities exchange but is listed and quoted on The Nasdaq Stock Market
("Nasdaq"), the last sale price for the Common Stock on such date as reported by
Nasdaq, or, if there is no reported trading of the Common Stock on such date,
then the last sale price for the Common Stock on the next preceding date on
which there was trading in the Common Stock; (iii) if the Common Stock is not
listed or admitted to trade on a national securities exchange and is not listed
and quoted on Nasdaq, the mean between the closing bid and asked price for the
Common Stock on such date, as furnished by the National Association of
Securities Dealers, Inc. ("NASD"); (iv) if the Common Stock is not listed or
admitted to trade on a national securities exchange, not listed and quoted on
Nasdaq and closing bid and asked prices are not furnished by the NASD, the mean
between the closing bid and asked price for the Common Stock on such date, as
furnished by the National Quotation Bureau ("NQB") or similar organization; (v)
if the stock is not listed or admitted to trade on a national securities
exchange, not listed and quoted on Nasdaq and if bid and asked prices for the
Common Stock are not furnished by the NASD, NQB or a similar organization, the
value established in good faith by the Administrator; and (vi) in the case of a
Limited Stock Appreciation Right, the Fair Market Value of a share of Common
Stock shall be the "Change in Control Price" (as defined in the Award Agreement
evidencing such Limited Stock Appreciation Right) of a share of Common Stock as
of the date of exercise.

"Family Member" means, with respect to any Participant, any of the following:

(a) such Participant's child, stepchild, grandchild, parent, stepparent,
grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law,
father-in-law, son-in-law, daughter-in-law, brother-in-law, sister-in-law,
including any such person with such relationship to the Participant by adoption;
(b) any person (other than a tenant or employee) sharing such Participant's
household; (c) a trust in which the persons identified in clauses (a) and (b)
above have more than fifty percent of the beneficial interest; (d) a foundation
in which the persons identified in clauses (a) and (b) above or the Participant
control the management of assets; or (e) any other entity in which the persons
identified in clauses (a) and (b) above or the Participant own more than fifty
percent of the voting interest.

"Incentive Stock Option" means any Option intended to be designated as an
"incentive stock option" within the meaning of Section 422 of the Code.

"Incumbent Board" means (i) the members of the Board of the Company on September
14, 2001, to the extent that they continue to serve as members of the Board, and
(ii) any individual who becomes a member of the Board after September 14, 2001,
if such individual's election or nomination for election as a director was
approved by a vote of at least three-quarters of the then Incumbent Board.

"Limited Stock Appreciation Right" means a Stock Appreciation Right that can be
exercised only in the event of a "Change in Control" (as defined in the Award
Agreement evidencing such Limited Stock Appreciation Right).

"Non-Employee Director" means a director of the Company who is not an employee
of the Company or of any Parent, Subsidiary or Affiliate.

"Non-Qualified Stock Option" means any Option that is not an Incentive Stock
Option, including, but not limited to, any Option that provides (as of the time
such Option is granted) that it will not be treated as an Incentive Stock
Option.

"Option" means an option to purchase Shares granted pursuant to Article 5.

"Parent" means any corporation (other than the Company) in an unbroken chain of
corporations ending with the Company, if each of the corporations in the chain
(other than the Company) owns stock possessing 50% or more of the combined
voting power of all classes of stock in one of the other corporations in the
chain.

"Participant" means any Eligible Recipient selected by the Administrator,
pursuant to the Administrator's authority to receive grants of Options, Stock
Appreciation Rights, Limited Stock Appreciation Rights, awards of Restricted
Stock, Performance Shares, other types of awards, or any combination of the
foregoing.

"Performance Grant" shall have the meaning assigned to the term in Article 8.

"Performance Shares" means Shares that are subject to restrictions based upon
the attainment of specified performance objectives granted pursuant to Article
8.

"Permitted Transfer" means, as authorized by the Plan and the Administrator,
with respect to an interest in a Non-Qualified Stock Option, any transfer
effected by the Participant during the Participant's lifetime of an interest in
such Non-Qualified Stock Option but only such transfers which are by gift or
pursuant to domestic relations orders. A permitted transfer does not include any
transfer for value and neither transfers under a domestic relations order in
settlement of marital property rights or to an entity in which more than 50% of
the voting interests are owned by Family Members or the Participant in exchange
for an interest in that entity are deemed transfers for value.

"Plan" means this 2001 Equity Incentive Plan.

"Related Employment" means the employment or performance of services by an
individual for an employer that is neither the Company, any Parent, Subsidiary
nor Affiliate, provided that (i) such employment or performance of services is
undertaken by the individual at the request of the Company or any Parent,
Subsidiary or Affiliate, (ii) immediately prior to undertaking such employment
or performance of services, the individual was employed by or performing
services for the Company or any Parent, Subsidiary or Affiliate or was engaged
in Related Employment, and (iii) such employment or performance of services is
in the best interests of the Company and is recognized by the Administrator, as
Related Employment. The death or Disability of an individual during a period of
Related Employment shall be treated, for purposes of this Plan, as if the death
or onset of Disability had occurred while the individual was employed by or
performing services for the Company or a Parent, Subsidiary or Affiliate.

"Restricted Stock" means Shares subject to certain restrictions granted pursuant
to Article 7.

"Restricted Period" means the period of time Restricted Stock remains subject to
restrictions imposed on the Award of such Restricted Stock.

"Securities Act" means the Securities Act of 1933, as amended from time to time.

"Shares" means shares of Common Stock reserved for issuance under or issued
pursuant to the Plan, as adjusted pursuant to Article 4, and any successor
security.

"Stock Appreciation Right" means the right pursuant to an Award granted under
Article 6 to receive an amount equal to the excess, if any, of (i) the Fair
Market Value, as of the date such Stock Appreciation Right or portion thereof is
surrendered, of the Shares covered by such right or such portion thereof, over
(ii) the aggregate exercise price of such right or such portion thereof as
established by the Administrator at the time of the grant of such Award (or such
other exercise price thereafter established by the Administrator with the
consent of the Participant granted such Award where required by the Plan).

"Stock Bonus" means an Award granted pursuant to Article 9.

"Subsidiary" means any corporation (other than the Company) in an unbroken chain
of corporations beginning with the Company, if each of the corporations (other
than the last corporation) in the unbroken chain owns stock possessing 50% or
more of the total combined voting power of all classes of stock in one of the
other corporations in the chain.

"Ten Percent Stockholder" shall have the meaning assigned to it in Section 5.4.

"Termination" or "Terminated" means, for purposes of the Plan with respect to a
Participant, that such Participant has for any reason ceased to provide services
as an employee, officer, director, consultant, independent contractor, or
advisor to the Company or any Parent, Subsidiary or Affiliate of the Company. A
Participant will not be deemed to have ceased to provide services in the case of
(i) sick leave, (ii) military leave, or (iii) any other leave of absence
approved by the Administrator, provided, that such leave is for a period of not
more than 90 days, unless reemployment or reinstatement upon the expiration of
such leave is guaranteed by contract or statute or unless provided otherwise
pursuant to formal policy adopted from time to time by the Company and issued
and promulgated to employees and other participants in writing. In the case of
any Participant on an approved leave of absence, the Administrator may make such
provisions respecting suspension of vesting of any Award previously granted to
such Participant while such Participant is on leave from the Company or any
Parent, Subsidiary or Affiliate of the Company as the Administrator may deem
appropriate, except that in no event may an Option be exercised after the
expiration of the term set forth in the Award Agreement with respect to such
Option. The Administrator will have sole discretion to determine whether a
Participant has ceased to provide services and the applicable Termination Date.

"Termination Date" means the effective date of Termination, as determined by the
Administrator.


ARTICLE 2.  ADMINISTRATION.

2.1. Administration in Accordance with the Code and Exchange Act. The Plan shall
     be administered in accordance with the requirements of Section 162(m) of
     the Code (but only to the extent necessary and desirable to maintain
     qualification of Awards under the Plan under Section 162(m) of the Code)
     and, to the extent applicable, Rule 16b-3 under the Exchange Act ("Rule
     16b-3"), by the Board or, at the Board's sole discretion, by the Committee,
     which shall be appointed by the Board, and which shall serve at the
     pleasure of the Board.

2.2. Administrator's  Powers.  Subject  to  the  general  purposes,   terms  and
     conditions  of this  Plan,  the  Administrator  will  have  full  power  to
     implement  and  carry  out  this  Plan.  The  Administrator  will  have the
     authority to:

(a)  construe and interpret this Plan, any Award Agreement and any other
     agreement or document executed pursuant to this Plan; (b) prescribe, amend
     and rescind rules and regulations relating to this Plan or any Award; (c)
     select persons to receive Awards; (d) determine the form and terms of
     Awards; (e) determine the number of Shares or other consideration subject
     to Awards; (f) determine whether Awards will be granted singly, in
     combination with, in tandem with, in replacement of, or as alternatives to,
     other Awards under this Plan or any other incentive or compensation plan of
     the Company or any Parent, Subsidiary or Affiliate of the Company; (g)
     grant waivers of Plan or Award conditions; (h) determine the vesting,
     exercisability and payment of Awards; (i) correct any defect, supply any
     omission or reconcile any inconsistency in the Plan, any Award or any Award
     Agreement; (j) to make any adjustments necessary or desirable as a result
     of the granting of an Award to an Eligible Participant located outside the
     United States; (k) determine whether an Award has been earned; and (l) make
     all other determinations necessary or advisable for the administration of
     the Plan.

2.3. Administrator's Discretion Final. Any determination made by the
     Administrator with respect to any Award will be made in its sole discretion
     at the time of grant of the Award or, unless in contravention of any
     express term of the Plan or Award, at any later time, and such
     determination will be final and binding on the Company and on all persons
     having an interest in any Award under the Plan.

2.4. Administrator's Method of Acting; Liability. The Administrator may act only
     by a majority of its members then in office, except that the members
     thereof may authorize any one or more of their members or any officer of
     the Company to execute and deliver documents or to take any other
     ministerial action on behalf of the Administrator with respect to Awards
     made or to be made to Eligible Participants. No member of the Committee and
     no officer of the Company shall be liable for anything done or omitted to
     be done by such member or officer, by any other member of the Administrator
     or by any officer of the Company in connection with the performance of
     duties under the Plan, except for such member's or officer's own willful
     misconduct or as expressly provided by law.


ARTICLE 3.  PARTICIPATION.

3.1. Affiliates. If a Parent, Subsidiary or Affiliate of the Company wishes to
     participate in the Plan and its participation shall have been approved by
     the Board, the board of directors or other governing body of the Parent,
     Subsidiary or Affiliate, as the case may be, shall adopt a resolution in
     form and substance satisfactory to the Administrator authorizing
     participation by the Parent, Subsidiary or Affiliate in the Plan. A Parent,
     Subsidiary or Affiliate participating in the Plan may cease to be a
     participating company at any time by action of the Board or by action of
     the board of directors or other governing body of such Parent, Subsidiary
     or Affiliate, which latter action shall be effective not earlier than the
     date of delivery to the Secretary of the Company of a certified copy of a
     resolution of the Parent, Subsidiary or Affiliate's board of directors or
     other governing body taking such action. If the participation in the Plan
     of a Parent, Subsidiary or Affiliate shall terminate, such termination
     shall not relieve the Parent, Subsidiary or Affiliate of any obligations
     theretofore incurred by the Parent, Subsidiary or Affiliate, except as may
     be approved by the Administrator. 3.2. Participants. Incentive Stock
     Options may be granted only to employees (including officers and directors
     who are also employees) of the Company, or any Parent, Subsidiary or
     Affiliate of the Company. All other Awards may be granted to employees,
     officers, directors, consultants, independent contractors and advisors of
     the Company or any Parent, Subsidiary or Affiliate of the Company;
     provided, that such consultants, contractors and advisors render bona fide
     services to the Company or such Parent, Subsidiary or Affiliate of the
     Company not in connection with the offer and sale of securities in a
     capital-raising transaction. An Eligible Participant may be granted more
     than one Award under the Plan.


ARTICLE 4.  AWARDS UNDER THE PLAN.

4.1. Types of Awards. Awards under the Plan may include, but need not be limited
     to, one or more of the following types, either alone or in any combination
     thereof: (a) Options; (b) Stock Appreciation Rights; (c) Restricted Stock;
     (d) Performance Grants; (e) Stock Bonuses; and (f) any other type of Award
     deemed by the Committee to be consistent with the purposes of the Plan
     (including but not limited to, Awards of or options or similar rights
     granted with respect to unbundled stock units or components thereof, and
     Awards to be made to participants who are foreign nationals or are employed
     or performing services outside the United States).

4.2. Number of Shares  Available  Under the Plan.  Subject to Section  4.4,  the
     total  number of  Shares  reserved  and  available  for grant and  issuance
     pursuant to the Plan will be 3,000,000, plus Shares that are subject to:

(a)  issuance upon exercise of an Option previously granted but cease to be
     subject to such Option for any reason other than exercise of such Option;
     (b) an Award previously granted but forfeited or repurchased by the Company
     at the original issue price; and (c) an Award previously granted that
     otherwise terminates without Shares being issued. Shares may consist, in
     whole or in part, of authorized and unissued shares or treasury shares.

     The number of Shares which are transferred to the Company by a Participant
to pay the exercise or purchase price of an award will be subtracted from the
number of Shares issued with respect to such Award for the purpose of counting
Shares used under the Plan. Shares withheld to pay withholding taxes in
connection with the exercise or repayment of an Award will not be counted as
used under the Plan. In addition, shares covered by an award granted under the
Plan which is settled in cash will not be counted as used under the Plan.

4.3. Reservation of Shares. At all times, the Company shall reserve and keep
     available a sufficient number of Shares as shall be required to satisfy the
     requirements of all outstanding Options granted under the Plan and all
     other outstanding but unexercised Awards granted under the Plan.

4.4. Adjustment in Number of Shares Available Under the Plan. In the event that
     the number of outstanding shares of Common Stock is changed by a stock
     dividend, recapitalization, stock split, reverse stock split, subdivision,
     combination, reclassification or similar change in the capital structure of
     the Company without consideration, then (a) the number of Shares reserved
     for issuance under the Plan, (b) the number of Shares that may be granted
     pursuant to the Plan, (c) the Exercise Prices of and number of Shares
     subject to outstanding Options and other awards, and (d) the exercise
     prices of and number of Shares subject to other outstanding Awards, will be
     proportionately adjusted, subject to any required action by the Board or
     the stockholders of the Company and compliance with applicable securities
     laws; provided, however, that, upon occurrence of such an event, fractions
     of a Share will not be issued upon exercise of an Award but will, upon such
     exercise, either be replaced by a cash payment equal to the Fair Market
     Value of such fraction of a Share on the effective date of such an event or
     will be rounded up to the nearest whole Share, as determined by the
     Administrator.

4.5.     Rights with Respect to Common Shares and Other Securities.
         ---------------------------------------------------------

(a)  Unless otherwise determined by the Administrator, a Participant to whom an
     Award of Restricted Stock has been made (and any person succeeding to such
     Participant's rights with respect to such Award pursuant to the Plan) shall
     have, after issuance of a certificate or copy thereof for the number of
     Shares so awarded and prior to the expiration of the Restricted Period or
     the earlier repurchase of such Shares as provided in the Plan or Award
     Agreement with respect to such Award of Restricted Stock, ownership of such
     Shares, including the right to vote the same and to receive dividends or
     other distributions made or paid with respect to such Shares (provided that
     such Shares, and any new, additional or different shares, or other
     securities or property of the Company, or other forms of consideration
     which the participant may be entitled to receive with respect to such
     Shares as a result of a stock split, stock dividend or any other change in
     the corporate or capital structure of the Company, shall be subject to the
     restrictions of the Plan as determined by the Administrator), subject,
     however, to the options, restrictions and limitations imposed thereon
     pursuant to the Plan. Notwithstanding the foregoing, unless otherwise
     determined by the Administrator, a Participant with whom an Award Agreement
     is made to issue Shares in the future shall have no rights as a stockholder
     with respect to Shares related to such Award Agreement until a stock
     certificate evidencing such Shares is issued to such Participant.

(b)  Unless otherwise determined by the Administrator, a Participant to whom a
     grant of Stock Options, Stock Appreciation Rights, Performance Grants or
     any other Award is made (and any person succeeding to such Participant's
     rights pursuant to the Plan) shall have no rights as a stockholder with
     respect to any Shares or as a holder with respect to other securities, if
     any, issuable pursuant to any such Award until the date a stock certificate
     evidencing such Shares or other instrument of ownership, if any, is issued
     to such Participant. Except as provided in Section 4.4, no adjustment shall
     be made for dividends, distributions or other rights (whether ordinary or
     extraordinary, and whether in cash, securities, other property or other
     forms of consideration, or any combination thereof) for which the record
     date is prior to the date such stock certificate or other instrument of
     ownership, if any, is issued.


ARTICLE 5.  STOCK OPTIONS.

5.1. Grant; Determination of Type of Option. The Administrator may grant one or
     more Options to an Eligible Participant and will determine (a) whether each
     such Option will be an Incentive Stock Option or a Non-Qualified Stock
     Option, (b) the number of Shares subject to each such Option, (c) the
     Exercise Price of each such Option, (d) the period during which each such
     Option may be exercised, and (e) all other terms and conditions of each
     such Option, subject to the terms and conditions of this Article 5. The
     Administrator may grant an Option either alone or in conjunction with Stock
     Appreciation Rights, Performance Grants or other Awards, either at the time
     of grant or by amendment thereafter.

5.2. Form of Option Award Agreement. Each Option granted under the Plan will be
     evidenced by an Award Agreement which will expressly identify the Option as
     an Incentive Stock Option or a Non-Qualified Stock Option, will be in such
     form and contain such provisions (which need not be the same for each
     Participant or Option) as the Committee may from time to time approve, and
     which will comply with and be subject to the terms and conditions of the
     Plan.

5.3. Date of Grant. The date of grant of an Option will be the date on which the
     Administrator  makes  the  determination  to  grant  such  Option,   unless
     otherwise specified by the Administrator.

5.4. Exercise Period. Each Option shall be exercisable within the times or upon
     the occurrence of one or more events determined by the Administrator and
     set forth in the Award Agreement governing such Option; provided, however,
     that no Option will be exercisable after the expiration of ten years from
     the date the Option is granted; and provided, further, however, that no
     Incentive Stock Option granted to a person who directly or by attribution
     owns more than 10% of the total combined voting power of all classes of
     stock of the Company or of any Parent, Subsidiary or Affiliate of the
     Company (each, a "Ten Percent Stockholder") will be exercisable after the
     expiration of five years from the date such Incentive Stock Option is
     granted. The Administrator also may provide for an Option to become
     exercisable at one time or from time to time, periodically or otherwise, in
     such number of Shares or percentage of Shares as the Administrator
     determines. Unless otherwise determined by the Administrator, an Option
     shall be exercisable as follows: (a) up to 25% of the number of Shares
     subject to such Option commencing on the first anniversary of the date of
     grant of such Option; (b) up to an additional 25% of the number of Shares
     subject to such Option commencing on the second anniversary of the date of
     grant of such Option; (c) up to an additional 25% of the number of Shares
     subject to such Option commencing on the third anniversary of the date of
     grant of such Option; and (d) up to an additional 25% of the number of
     Shares subject to such Option commencing on the fourth anniversary of the
     date of grant of such Option.

5.5. Exercise Price. The Exercise Price of an Option will be determined by the
     Administrator when the Option is granted and may be not less than 85% of
     the per share Fair Market Value of the Shares subject to such Option on the
     date of grant of such Option; provided, however, that: (a) the Exercise
     Price of an Incentive Stock Option will be not less than 100% of the per
     share Fair Market Value of such Shares on the date of such grant and (b)
     the Exercise Price of any Incentive Stock Option granted to a Ten Percent
     Stockholder will not be less than 110% of the per share Fair Market Value
     of such Shares on the date of such grant. Payment for the Shares purchased
     shall be made in accordance with Article 10 of the Plan.

5.6. Method of Exercise. An Option may be exercised only by delivery to the
     Company of an irrevocable written exercise notice (a) identifying the
     Option being exercised, (b) stating the number of Shares being purchased,
     (c) providing any other matters required by the Award Agreement with
     respect to such Option, and (d) containing such representations and
     agreements regarding Participant's investment intent and access to
     information and other matters, if any, as may be required or desirable by
     the Company to comply with applicable securities laws. Such exercise notice
     shall be accompanied by payment in full of the Exercise Price for the
     number of Shares being purchased in accordance with Article 10 and the
     executed Award Agreement with respect to such Option.

5.7. Termination.  Notwithstanding  anything  contained  in Section 5.4 or in an
     Award  Agreement,  exercise  of  Options  shall  always be  subject  to the
     following:

(a)  If the Participant is Terminated for any reason except death or Disability,
     then the Participant may exercise each of such Participant's Options (i)
     only to the extent that such Options would have been exercisable on the
     Termination Date and (ii) no later than three months after the Termination
     Date (or such longer time period not exceeding five years as may be
     determined by the Administrator, with any exercise beyond three months
     after the Termination Date deemed to be an exercise of an Non-Qualified
     Stock Option), but in any event, no later than the original expiration date
     of such Option; (b) If the Participant is Terminated because of
     Participant's death or Disability (or the Participant dies within three
     months after a Termination other than for Cause or because of Participant's
     Disability), then each of such Participant's Options (i) may be exercised
     only to the extent that such Option would have been exercisable by
     Participant on the Termination Date and (ii) must be exercised by
     Participant (or Participant's legal representative or authorized assignee)
     no later than twelve months after the Termination Date (or such longer time
     period not exceeding five years as may be determined by the Administrator,
     with any such exercise beyond (A) three months after the Termination Date
     when the Termination is for any reason other than the Participant's death
     or Disability or (B) twelve months after the Termination Date when the
     Termination is because of Participant's death or Disability, deemed to be
     an exercise of a Non-Qualified Stock Option), but in any event no later
     than the original expiration date of such Option; (c) Notwithstanding the
     provisions in paragraphs 5.7(a) and 5.7(b), if a Participant is terminated
     for Cause, neither the Participant, the Participant's estate nor such other
     person who may then hold an Option shall be entitled to exercise such
     Option whatsoever, whether or not, after the Termination Date, the
     Participant may receive payment from the Company or any Parent, Subsidiary
     or Affiliate of the Company for vacation pay, for services rendered prior
     to the Termination Date, for services rendered for the day on which
     Termination occurs, for salary in lieu of notice, for severance or for any
     other benefits; provided, however, in making such a determination, the
     Administrator shall give the Participant an opportunity to present to the
     Administrator evidence on Participant's behalf that the provisions of this
     paragraph 5.7(c) should not apply and, in the alternative, paragraph 5.7(a)
     or 5.7(b) shall apply; provided, further, however, that, for the purpose of
     this paragraph 5.7(c), Termination shall be deemed to occur on the date
     when the Company dispatches notice or advice to the Participant that such
     Participant is Terminated.

5.8. Limitations on Exercise. The Administrator may specify a reasonable minimum
     number of Shares that may be purchased on any exercise of an Option,
     provided, that such minimum number will not prevent Participant from
     exercising the Option for the full number of Shares for which the Option is
     then exercisable.

5.9. Limitations on Incentive Stock Options. The aggregate Fair Market Value (as
     determined as of the date of grant) of Shares with respect to which an
     Incentive Stock Option are exercisable for the first time by a Participant
     during any calendar year (under the Plan or under any other incentive stock
     option plan of the Company, and any Parent, Subsidiary and Affiliate of the
     Company) will not exceed $100,000. If the Fair Market Value of Shares on
     the date of grant with respect to which Incentive Stock Option(s) are
     exercisable for the first time by a Participant during any calendar year
     exceeds $100,000, then the Option(s) for the first $100,000 worth of Shares
     to become exercisable in such calendar year will be deemed Incentive Stock
     Option(s) and the Option(s) that become exercisable in such calendar year
     for the number of Shares which have a Fair Market Value in excess of
     $100,000 will be deemed to be Non-Qualified Stock Option(s). In the event
     that the Code or the regulations promulgated thereunder are amended after
     the effective date of the Plan to provide for a different limit on the Fair
     Market Value of Shares permitted to be subject to Incentive Stock Options,
     such different limit will be automatically incorporated herein and will
     apply to any Options granted after the effective date of such amendment.

5.10.Modification, Extension or Renewal. The Administrator may modify, extend or
     renew any outstanding Option and authorize the grant of one or more new
     Options in substitution therefor; provided that any such action may not,
     without the written consent of a Participant, impair any of such
     Participant's rights under any Option previously granted. Any outstanding
     Incentive Stock Option that is modified, extended, renewed or otherwise
     altered will be treated in accordance with Section 424(h) and other
     applicable provisions of the Code. The Administrator may reduce the
     Exercise Price of any outstanding Option of a Participant without the
     consent of the Participant affected by delivering a written notice to the
     Participant; provided, however, that the Exercise Price may not be reduced
     below the minimum Exercise Price that would be permitted under Section 5.5
     for Options granted on the date the action is taken to reduce such Exercise
     Price.

5.11.No Disqualification. Notwithstanding any other provision in the Plan, no
     term of the Plan relating to an Incentive Stock Option will be interpreted,
     amended or altered, nor will any discretion or authority granted under the
     Plan be exercised, so as to disqualify the Plan under Section 422 of the
     Code or, without the consent of the Participant affected, to disqualify any
     Incentive Stock Option under Section 422 of the Code.

5.12.Prohibition Against Transfer. No Option may be sold, assigned, transferred,
     pledged, hypothecated or otherwise disposed of, except by will or the laws
     of descent and distribution or pursuant to a domestic relations order, and
     a Participant's Option shall be exercisable during such Participant's
     lifetime only by such Participant or such person receiving such Option
     pursuant to a domestic relations order.


ARTICLE 6.  STOCK APPRECIATION RIGHTS.

6.1      Grant of Stock Appreciation Rights.
         ----------------------------------

(a)  The Administrator may grant Stock Appreciation Rights either alone, or in
     conjunction with the grant of an Option, Performance Grant or other Award,
     either at the time of grant or by amendment thereafter. Each Award of Stock
     Appreciation Rights granted under the Plan shall be evidenced by an
     instrument in such form as the Administrator shall prescribe from time to
     time in accordance with the Plan and shall comply with the following terms
     and conditions, and with such other terms and conditions, including, but
     not limited to, restrictions upon the Award of Stock Appreciation Rights or
     the Shares issuable upon exercise thereof, as the Administrator shall
     establish. (b) The Administrator shall determine the number of Shares to be
     subject to each Award of Stock Appreciation Rights. The number of Shares
     subject to an outstanding Award of Stock Appreciation Rights may be reduced
     on a share-for-share or other appropriate basis, as determined by the
     Administrator, to the extent that Shares under such Award of Stock
     Appreciation Rights are used to calculate the cash, Shares, or other
     securities or property of the Company, or other forms of payment, or any
     combination thereof, received pursuant to exercise of an Option attached to
     such Award of Stock Appreciation Rights, or to the extent that any other
     Award granted in conjunction with such Award of Stock Appreciation Rights
     is paid.

6.2. Prohibition Against Transfer. No Award of Stock Appreciation Rights may be
     sold, assigned, transferred, pledged, hypothecated or otherwise disposed
     of, except by will or the laws of the descent and distribution or pursuant
     to a domestic relations order, and Stock Appreciation Rights Awarded to a
     Participant shall be exercisable during such Participant's lifetime only by
     such Participant or such person receiving such Option pursuant to a
     domestic relations order. Unless the Administrator determines otherwise,
     the Award of Stock Appreciation Rights to a Participant shall not be
     exercisable for at least six months after the date of grant, unless such
     Participant is Terminated before the expiration of such six-month period by
     reason of such Participant's Disability or death.

6.3. Exercise.  The Award of Stock Appreciation Rights shall not be exercisable:
         --------

(a)  in the case of any Award of Stock Appreciation Rights that are attached to
     an Incentive Stock Option granted to a Ten Percent Employee, after the
     expiration of five years from the date such Incentive Stock Option is
     granted, and, in the case of any other Award of Stock Appreciation Rights,
     after the expiration of ten years from the date of such Award. Any Award of
     Stock Appreciation Rights may be exercised during such period only at such
     time or times and in such installments as the Administrator may establish;
     (b) unless the Option or other Award to which the Award of Stock
     Appreciation Rights is attached is at the time exercisable; and (c) unless
     the Participant exercising the Award of Stock Appreciation Rights has been,
     at all times during the period beginning with the date of the grant thereof
     and ending on the date of such exercise, employed by or otherwise
     performing services for the Company or any Parent, Subsidiary or Affiliate
     of the Company, except that (i) in the case of any Award of Stock
     Appreciation Rights (other than those attached to an Incentive Stock
     Option), if such Participant is Terminated solely by reason of a period of
     Related Employment, the Participant may, during such period of Related
     Employment, exercise the Award of Stock Appreciation Rights as if such
     Participant had not been Terminated; (ii) if such Participant is Terminated
     by reason of such Participant's Disability or early, normal or deferred
     retirement under an approved retirement program of the Company or any
     Parent, Subsidiary or Affiliate of the Company (or such other plan or
     arrangement as may be approved by the Administrator for this purpose) while
     holding an Award of Stock Appreciation Rights which has not expired and has
     not been fully exercised, such Participant may, at any time within three
     years (or such other period determined by the Administrator) after the
     Termination Date (but in no event after the Award of Stock Appreciation
     Rights has expired), exercise the Award of Stock Appreciation Rights with
     respect to any Shares as to which such Participant could have exercised the
     Award of Stock Appreciation Rights on the Termination Date, or with respect
     to such greater number of Shares as determined by the Administrator; (iii)
     if such Participant is Terminated for reasons other than Related
     Employment, Disability, early, normal or deferred retirement or death while
     holding an Award of Stock Appreciation Rights which has not expired and has
     not been fully exercised, such person may exercise the Award of Stock
     Appreciation Rights at any time during the period, if any, which the
     Administrator approves (but in no event after the Award of Stock
     Appreciation Rights expires) following such Participant's Termination Date
     with respect to any Shares as to which such Participant could have
     exercised the Award of Stock Appreciation Rights on such Participant's
     Termination Date or as otherwise permitted by the Administrator; or (iv) if
     any Participant to whom an Award of Stock Appreciation Rights has been
     granted shall die holding an Award of Stock Appreciation Rights which has
     not expired and has not been fully exercised, such Participant's executors,
     administrators, heirs or distributees, as the case may be, may, at any time
     within one year (or such other period determined by the Administrator)
     after the date of death (but in no event after the Award of Stock
     Appreciation Rights has expired), exercise the Award of Stock Appreciation
     Rights with respect to any Shares as to which the decedent Participant
     could have exercised the Award of Stock Appreciation Rights at the time of
     such death, or with respect to such greater number of Shares as may be
     determined by the Administrator.

6.4.     Exercise.
         --------

(a)  An Award of Stock Appreciation Rights shall entitle the Participant (or any
     person entitled to act under the provisions of clause (iv) of Paragraph
     6.3(c) to either (i) exercise such Award and receive payment in accordance
     with such Award or (ii) surrender unexercised the Option (or other Award)
     to which the Stock Appreciation Rights is attached (or any portion of such
     Option or other Award) to the Company and to receive from the Company in
     exchange therefor, without payment to the Company, that number of Shares
     having an aggregate value equal to the excess of the Fair Market Value of
     one Share, at the time of such exercise, over the Exercise Price per share,
     times the number of Shares subject to the Award or the Option (or other
     Award), or portion thereof, which is so exercised or surrendered, as the
     case may be. The Administrator shall be entitled to elect to settle the
     obligation arising out of the exercise of Stock Appreciation Rights by the
     payment of cash or other securities or property of the Company, or other
     forms of payment, or any combination thereof, as determined by the
     Administrator, equal to the aggregate value of the Shares the Company would
     otherwise be obligated to deliver. Any such election by the Administrator
     shall be made as soon as practicable after the receipt by the Company of
     written notice of the exercise of such Stock Appreciation Rights. The value
     of a Share, other securities or property of the Company, or other forms of
     payment determined by the Administrator for this purpose shall be the Fair
     Market Value of a Share on the last business day next preceding the date of
     the election to exercise such Stock Appreciation Rights, unless the
     Administrator determines otherwise and is set forth in the Award Agreement
     with respect to such Stock Appreciation Rights. (b) An Award of Stock
     Appreciation Rights may provide that such Stock Appreciation Rights shall
     be deemed to have been exercised at the close of business on the business
     day preceding the expiration date of such Stock Appreciation Rights or of
     the related Option (or other Award), or such other date as specified by the
     Administrator, if at such time such Stock Appreciation Rights has a
     positive value. Such deemed exercise shall be settled or paid in the same
     manner as a regular exercise thereof as provided in Paragraph 6.4(a).

6.5. Fractional Shares. No fractional shares may be delivered under this Article
     6,  but,  in lieu  thereof,  a cash or  other  adjustment  shall be made as
     determined by the Administrator.

ARTICLE 7.  RESTRICTED STOCK.

7.1. Grant. An Award of Restricted Stock is an offer by the Company to sell to
     an Eligible Participant Shares that are subject to restrictions. The
     Administrator will determine to whom an offer will be made, the number of
     Shares the person may purchase, the Exercise Price to be paid, the
     restrictions to which the Shares will be subject, and all other terms and
     conditions of the Restricted Stock Award, subject to the provisions of this
     Article 7.

7.2  Form of Restricted Stock Award. All purchases under an Award of Restricted
     Stock will be evidenced by an Award Agreement that will be in such form
     (which need not be the same for each Award of Restricted Stock or
     Participant) as the Administrator will from time to time approve, and will
     comply with and be subject to the terms and conditions of the Plan. The
     offer of Restricted Stock will be accepted by the Participant's execution
     and delivery of the Award Agreement evidencing the offer to purchase the
     Restricted Stock and full payment for the Shares to the Company within 30
     days from the date such Award Agreement is tendered to such Eligible
     Participant. If such Eligible Participant does not execute and deliver such
     Award Agreement along with full payment for the Shares to the Company
     within such 30 day period, then such offer will terminate, unless otherwise
     determined by the Administrator.

7.3. Purchase Price. The Exercise Price of Shares sold pursuant to an Award of
     Restricted Stock will be determined by the Administrator on the date such
     Award is granted, except in the case of a sale to a Ten Percent
     Stockholder, in which case the Exercise Price will be 100% of the per share
     Fair Market Value on the date such Award is granted of the Shares subject
     to the Award. Payment of the Exercise Price may be made in accordance with
     Article 10 of the Plan.

7.4. Terms of Restricted Stock Awards. Each Award of Restricted Stock shall be
     subject to such restrictions as the Administrator may impose. These
     restrictions may be based upon completion of a specified number of years of
     service with the Company or upon completion of the performance goals as set
     out in advance in the Participant's individual Award Agreement. Awards of
     Restricted Stock may vary from Participant to Participant and between
     groups of Participants. Prior to the grant of an Award of Restricted Stock,
     the Administrator shall: (a) determine the nature, length and starting date
     of any performance period for the Restricted Stock Award; (b) select from
     among the performance factors to be used to measure performance goals, if
     any; and (c) determine the number of Shares that may be awarded to the
     Participant.

     Prior to the payment of any Restricted Stock pursuant to an Award, the
     Administrator shall determine the extent to which such Restricted Stock
     Award has been earned. Performance periods may overlap and Participants may
     participate simultaneously with respect to Restricted Stock Awards that are
     subject to different performance periods and having different performance
     goals and other criteria.

7.5. Termination During Performance Period. If a Participant is Terminated
     during a performance period with respect to any Award of Restricted Stock
     for any reason, then such Participant will be entitled to payment (whether
     in Shares, cash or otherwise) with respect to the Restricted Stock Award
     only to the extent earned as of the date of Termination in accordance with
     the Award Agreement with respect to such Restricted Stock, unless the
     Administrator determines otherwise.


ARTICLE 8.  PERFORMANCE GRANTS.

8.1. Award. The Award of a Performance Grant ("Performance Grant") to a
     Participant will entitle such Participant to receive a specified amount
     (the "Performance Grant Actual Value") as determined by the Administrator;
     provided that the terms and conditions specified in the Plan and in the
     Award of such Performance Grant are satisfied. Each Award of a Performance
     Grant shall be subject to the terms and conditions set forth in this
     Article 8 and such other terms and conditions, including, but not limited
     to, restrictions upon any cash, Shares, other securities or property of the
     Company, or other forms of payment, or any combination thereof, issued in
     respect of the Performance Grant, as the Administrator shall establish,
     shall be embodied in an Award Agreement in such form and substance as is
     approved by the Administrator.

8.2. Terms. The Administrator shall determine the value or range of values of a
     Performance Grant to be awarded to each Participant selected for an Award
     of a Performance Grant and whether or not such Performance Grant is granted
     in conjunction with an Award of Options, Stock Appreciation Rights,
     Restricted Stock or other type of Award, or any combination thereof, under
     the Plan (which may include, but need not be limited to, deferred Awards)
     concurrently or subsequently granted to such Participant (the "Associated
     Award").

     As determined by the Administrator, the maximum value of each Performance
     Grant (the "Maximum Value") shall be: (a) an amount fixed by the
     Administrator at the time the award is made or amended thereafter; (b) an
     amount which varies from time to time based in whole or in part on the then
     current Fair Market Value of a Share, other securities or property of the
     Company, or other securities or property, or any combination thereof; or
     (c) an amount that is determinable from criteria specified by the
     Administrator.

     Performance Grants may be issued in different classes or series having
     different names, terms and conditions. In the case of a Performance Grant
     awarded in conjunction with an Associated Award, the Performance Grant may
     be reduced on an appropriate basis to the extent that the Associated Award
     has been exercised, paid to or otherwise received by the participant, as
     determined by the Administrator.

8.3. Award Period. The award period ("Performance Grant Award Period") in
     respect of any Performance Grant shall be a period determined by the
     Administrator. At the time each Performance Grant is made, the
     Administrator shall establish performance objectives to be attained within
     the Performance Grant Award Period as the means of determining the
     Performance Grant Actual Value of such Performance Grant. The performance
     objectives shall be based on such measure or measures of performance, which
     may include, but need not be limited to, the performance of the
     Participant, the Company, one or more Subsidiary, Parent or Affiliate of
     the Company, or one or more of divisions or units thereof, or any
     combination of the foregoing, as the Administrator shall determine, and may
     be applied on an absolute basis or be relative to industry or other
     indices, or any combination thereof. Each Performance Grant Actual Value of
     a Performance Grant shall be equal to the Performance Grant Maximum Value
     of such Performance grant only if the performance objectives are attained
     in full, but the Administrator shall specify the manner in which the
     Performance Grant Actual Value shall be determined if the performance
     objectives are met in part. Such performance measures, the Performance
     Grant Actual Value or the Performance Grant Maximum Value, or any
     combination thereof, may be adjusted in any manner by the Administrator at
     any time and from time to time during or as soon as practicable after the
     Performance Grant Award Period, if it determines that such performance
     measures, the Performance grant Actual Value or the Performance Grant
     Maximum Value, or any combination thereof, are not appropriate under the
     circumstances.

8.4. Termination. The rights of a Participant in Performance Grants awarded to
     such Participant shall be provisional and may be canceled or paid in whole
     or in part, all as determined by the Administrator, if such Participant's
     continuous employment or performance of services for the Company, any
     Parent, Subsidiary and Affiliate of the Company shall terminate for any
     reason prior to the end of the Performance Grant Award Period, except
     solely by reason of a period of Related Employment.

8.5. Determination of Performance Grant Actual Values. The Committee shall
     determine whether the conditions of Paragraphs 8.2 or 8.3 have been met
     and, if so, shall ascertain the Performance Grant Actual Value of
     Performance Grants. If a Performance Grant has no Performance Grant Actual
     Value, the Award of such Performance Grant shall be deemed to have been
     canceled and the Associated Award, if any, may be canceled or permitted to
     continue in effect in accordance with such Associated Award's terms. If a
     Performance Grant has a Performance Grant Actual Value and: (a) was not
     awarded in conjunction with an Associated Award, the Administrator shall
     cause an amount equal to the Performance Grant Actual Value of such
     Performance Grant to be paid to the Participant or the Participant's
     beneficiary as provided below; or (b) was awarded in conjunction with an
     Associated Award, the Administrator shall determine, in accordance with
     criteria specified by the Administrator, whether to (i) to cancel such
     Performance Grant, in which event no amount in respect thereof shall be
     paid to the Participant or the Participant's beneficiary, and the
     Associated Award may be permitted to continue in effect in accordance with
     the Associated Award's terms, (ii) pay the Performance Grant Actual Value
     to the Participant or the Participant's beneficiary as provided below, in
     which event such Associated Award may be canceled, or (iii) pay to the
     Participant or the Participant's beneficiary as provided below, the
     Performance Grant Actual Value of only a portion of such Performance Grant,
     in which case a complimentary portion of the Associated Award may be
     permitted to continue in effect in accordance with its terms or be
     canceled, as determined by the Administrator.

     Such determination by the Administrator shall be made as promptly as
     practicable following the end of the Performance Grant Award Period or upon
     the earlier termination of employment or performance of services, or at
     such other time or times as the Administrator shall determine, and shall be
     made pursuant to criteria specified by the Administrator.

8.6. Payment. Payment of any amount in respect of the Performance Grants which
     the Administrator determines to pay as provided in this Article 8 shall be
     made by the Company as promptly as practicable after the end of the
     Performance Grant Award Period or at such other time or times as the
     Administrator shall determine, and may be made in cash, Shares, other
     securities or property of the Company, or other forms of payment, or any
     combination thereof or in such other manner, as determined by the
     Administrator. Notwithstanding anything in this Article 8 to the contrary,
     the Administrator may determine and pay out a Performance Grant Actual
     Value of a Performance Grant at any time during the Performance Grant Award
     Period.


ARTICLE 9.  STOCK BONUSES.

9.1. Awards of Stock Bonuses. A Stock Bonus is an Award of Shares (which may
     consist of Restricted Stock) for services rendered to the Company or any
     Parent, Subsidiary or Affiliate of the Company. A Stock Bonus may be
     awarded for past services already rendered to the Company, or any Parent,
     Subsidiary or Affiliate of the Company pursuant to an Award Agreement (the
     "Stock Bonus Agreement") that will be in such form (which need not be the
     same for each Participant) as the Administrator will from time to time
     approve, and will comply with and be subject to the terms and conditions of
     the Plan. A Stock Bonus may be awarded upon satisfaction of such
     performance goals as are set out in advance in the Participant's individual
     Award Agreement that will be in such form (which need not be the same for
     each Participant) as the Administrator will from time to time approve, and
     will comply with and be subject to the terms and conditions of the Plan.
     Stock Bonuses may vary from Participant to Participant and between groups
     of Participants, and may be based upon the achievement of the Company, any
     Parent, Subsidiary or Affiliate of the Company and/or individual
     performance factors or upon such other criteria as the Administrator may
     determine.

9.2  Terms of Stock Bonuses. The Administrator will determine the number of
     Shares to be awarded to the Participant. If the Stock Bonus is being earned
     upon the satisfaction of performance goals set forth in an Award Agreement,
     then the Administrator will:

     (a)  determine the nature, length and starting date of any performance
          period for each Stock Bonus; (b) select from among the performance
          factors to be used to measure the performance, if any; and (c)
          determine the number of Shares that may be awarded to the Participant.

     Prior to the payment of any Stock Bonus, the Administrator shall determine
     the extent to which such Stock Bonuses have been earned. Performance
     periods may overlap and Participants may participate simultaneously with
     respect to Stock Bonuses that are subject to different performance periods
     and different performance goals and other criteria. The number of Shares
     may be fixed or may vary in accordance with such performance goals and
     criteria as may be determined by the Administrator. The Administrator may
     adjust the performance goals applicable to the Stock Bonuses to take into
     account changes in law and accounting or tax rules and to make such
     adjustments as the Administrator deems necessary or appropriate to reflect
     the impact of extraordinary or unusual items, events or circumstances to
     avoid windfalls or hardships.

9.3. Form of Payment. The earned portion of a Stock Bonus may be paid currently
     or on a deferred basis with such interest or dividend equivalent, if any,
     as the Administrator may determine. Payment may be made in the form of cash
     or whole Shares or a combination thereof, either in a lump sum payment or
     in installments, all as the Administrator will determine.


ARTICLE 10.  PAYMENT FOR SHARE PURCHASES.

10.1.Payment. Payment for Shares purchased pursuant to this Plan may be made in
     cash (by check) or, where expressly approved for the Participant by the
     Administrator and where permitted by law:

(a)  by cancellation of indebtedness of the Company to the Participant; (b) by
     surrender of Shares that either (i) have been owned by the Participant for
     more than six months and have been paid for within the meaning of Rule 144
     promulgated under the Securities Act (and, if such shares were purchased
     from the Company by use of a promissory note, such note has been fully paid
     with respect to such shares) or (ii) were obtained by Participant in the
     public market; (c) by tender of a full recourse promissory note having such
     terms as may be approved by the Administrator and bearing interest at a
     rate sufficient to avoid imputation of income under Sections 483 and 1274
     of the Code; provided, however, that Participants who are not employees or
     directors of the Company will not be entitled to purchase Shares with a
     promissory note unless the note is adequately secured by collateral other
     than the Shares; (d) by waiver of compensation due or accrued to the
     Participant for services rendered; (e) with respect only to purchases upon
     exercise of an Option, and provided that a public market for the Company's
     stock exists, (i) through a "same day sale" commitment from the Participant
     and a broker-dealer that is a member of the National Association of
     Securities Dealers (an "NASD Dealer") whereby the Participant irrevocably
     elects to exercise the Option and to sell a portion of the Shares so
     purchased to pay for the Exercise Price, and whereby the NASD Dealer
     irrevocably commits upon receipt of such Shares to forward the Exercise
     Price directly to the Company, or (ii) through a "margin" commitment from
     the Participant and an NASD Dealer whereby the Participant irrevocably
     elects to exercise the Option and to pledge the Shares so purchased to the
     NASD Dealer in a margin account as security for a loan from the NASD Dealer
     in the amount of the Exercise Price, and whereby the NASD Dealer
     irrevocably commits upon receipt of such Shares to forward the Exercise
     Price directly to the Company; or (f) by any combination of the foregoing.

10.2.Loan Guarantees. The Company, in its sole discretion, may assist a
     Participant in paying for Shares purchased under the Plan by authorizing a
     guarantee by the Company of a third-party loan to the Participant.


ARTICLE 11.  DEFERRAL OF COMPENSATION.

11.1.Deferral Terms. The Administrator shall determine whether or not an Award
     to a Participant shall be made in conjunction with deferral of such
     Participant's salary, bonus or other compensation, or any combination
     thereof, and whether or not such deferred amounts may be: (a) forfeited to
     the Company or to other Participants, or any combination thereof, under
     certain circumstances (which may include, but need not be limited to,
     certain types of termination of employment or performance of services for
     the Company, any Parent, Subsidiary and Affiliate); (b) subject to increase
     or decrease in value based upon the attainment of or failure to attain,
     respectively, certain performance measures; and/or (c) credited with income
     equivalents (which may include, but need not be limited to, interest,
     dividends or other rates of return) until the date or dates of payment of
     such Award, if any.


ARTICLE 12.  DEFERRED PAYMENT OF AWARDS.

12.1.Deferral Terms. The Administrator may specify that the payment of all or
     any portion of cash, Shares, other securities or property of the Company,
     or any other form of payment, or any combination thereof, under an Award
     shall be deferred until a later date. Deferrals shall be for such periods
     or until the occurrence of such events, and upon such terms, as the
     Administrator shall determine. Deferred payments of Awards may be made by
     undertaking to make payment in the future based upon the performance of
     certain investment equivalents (which may include, but need not be limited
     to, government securities, Shares, other securities, property or
     consideration, or any combination thereof), together with such additional
     amounts of income equivalents (which may be compounded and may include, but
     need not be limited to, interest, dividends or other rates of return, or
     any combination thereof) as may accrue thereon until the date or dates of
     payment, such investment equivalents and such additional amounts of income
     equivalents to be determined by the Administrator.


ARTICLE 13.  AMENDMENT OR SUBSTITUTION OF AWARDS UNDER THE PLAN.

13.1.Amendments and Substitutions. The terms of any outstanding Award under the
     Plan may be amended from time to time by the Administrator in any manner
     that the Administrator deems appropriate (including, but not limited to,
     acceleration of the date of exercise of any Award and/or payments
     thereunder, or reduction of the Exercise Price of an Award); provided,
     however, that no such amendment shall adversely affect in a material manner
     any right of a Participant under such Award without the Participant's
     written consent. The Administrator may permit or require holders of Awards
     to surrender outstanding Awards as a condition precedent to the grant of
     new Awards under the Plan.


ARTICLE 14.  DESIGNATION OF BENEFICIARY BY PARTICIPANT.

14.1.Designation. A Participant may designate one or more beneficiaries to
     receive any rights and payments to which such Participant may be entitled
     in respect of any Award in the event of such Participant's death. Such
     designation shall be on a written form acceptable to and filed with the
     Administrator. The Administrator shall have the right to review and approve
     beneficiary designations. A Participant may change the Participant's
     beneficiary(ies) from time to time in the same manner as the original
     designation, unless such Participant has made an irrevocable designation.
     Any designation of beneficiary under the Plan (to the extent it is valid
     and enforceable under applicable law) shall be controlling over any other
     disposition, testamentary or otherwise, as determined by the Administrator.
     If no designated beneficiary survives the Participant and is living on the
     date on which any right or amount becomes payable to such Participant's
     beneficiary(ies), such payment will be made to the legal representatives of
     the Participant's estate, and the term "beneficiary" as used in the Plan
     shall be deemed to include such person or persons. If there is any question
     as to the legal right of any beneficiary to receive a distribution under
     the Plan, the Administrator may determine that the amount in question be
     paid to the legal representatives of the estate of the Participant, in
     which event the Company, the Administrator, the Board and the Committee and
     the members thereof will have no further liability to any person or entity
     with respect to such amount.


ARTICLE 15.  CHANGE IN CONTROL.

15.1.    Effect of a Change in Control.  Upon any Change in Control:
         -----------------------------

(a)  each Stock Option and Stock Appreciation Right that is outstanding on the
     date of such Change in Control shall be exercisable in full immediately;

(b)  all restrictions with respect to Restricted Stock shall lapse immediately,
     and the Company's right to repurchase or forfeit any Restricted Stock
     outstanding on the date of such Change in Control shall thereupon terminate
     and the certificates representing such Restricted Stock and the related
     stock powers shall be promptly delivered to the Participants entitled
     thereto; and (c) all Performance Grant Award Periods for the purposes of
     determining the amounts of Awards of Performance Grants shall end as of the
     end of the calendar quarter immediately preceding the date of such Change
     in Control, and the amount of the Performance Grant payable shall be the
     portion of the maximum possible Performance Grant allocable to the portion
     of the Performance Grant Award Period that had elapsed and the results
     achieved during such portion of the Performance Grant Award Period.

15.2.Change of Control. For this purpose, a Change in Control shall be deemed to
     occur when and only when any of the following events first occurs:

(a)  any person who is not currently such becomes the beneficial owner, directly
     or indirectly, of securities of the Company representing 20% or more of the
     combined voting power of the Company's then outstanding voting securities;
     or

(b)  three or more directors, whose election or nomination for election is not
     approved by a majority of the Incumbent Board, are elected within any
     single 24-month period to serve on the Board; or

(c)  members of the Incumbent  Board cease to constitute a majority of the Board
     without approval of the remaining members of the Incumbent Board; or

(d)  any merger (other than a merger where the Company is the survivor and there
     is no accompanying Change in Control under clauses (a), (b) or (c) of this
     Section 15.2), consolidation, liquidation or dissolution of the Company, or
     the sale of all or substantially all of the assets of the Company.

     Notwithstanding the foregoing, a Change in Control shall not be deemed to
     occur pursuant to clause (a) of this Section 15.2 solely because 20% or
     more of the combined voting power of the Company's outstanding securities
     is acquired by one or more employee benefit plans maintained by the Company
     or by any other employer, the majority interest in which is held, directly
     or indirectly, by the Company. For purposes of this Article 15, the terms
     "person" and "beneficial owner" shall have the meaning set forth in
     Sections 3(a) and 13(d) of the Exchange Act, and in the regulations
     promulgated thereunder.



ARTICLE 16.  PLAN AMENDMENT OR SUSPENSION.

16.1.Plan Amendment or Suspension. The Plan may be amended or suspended in whole
     or in part at any time and from time to time by the Board, but no amendment
     shall be effective unless and until the same is approved by stockholders of
     the Company where the failure to obtain such approval would adversely
     affect the compliance of the Plan with Sections 162 and 422 of the Code,
     Rule 16b-3 and with other applicable law. No amendment of the Plan shall
     adversely affect in a material manner any right of any Participant with
     respect to any Award theretofore granted without such Participant's written
     consent.


ARTICLE 17.  PLAN TERMINATION.

17.1.Method of Plan Termination. The Plan shall terminate upon the earlier of
     the following dates or events to occur: (a) upon the adoption of a
     resolution of the Board terminating the Plan; or (b) September 14, 2011;
     provided, however, that the Board may, prior to the expiration of such
     ten-year period, extend the term of the Plan for an additional period of up
     to five years for the grant of Awards other than Incentive Stock Options.

17.2.Effect of Termination on Outstanding Awards. No termination of the Plan
     shall materially alter or impair any of the rights or obligations of any
     person, without such person's consent, under any Award theretofore granted
     under the Plan, except that subsequent to termination of the Plan, the
     Administrator may make amendments permitted under Article 13.


ARTICLE 18.  STOCKHOLDER ADOPTION.

18.1.Stockholder Approval. The Plan shall be submitted to the stockholders of
     the Company for their approval and adoption by written consent on or before
     November 1, 2001.

18.2.Effectiveness of Plan Prior to Stockholder Approval. The Plan shall be
     effective upon approval by the Board; provided that no Shares shall be
     issued in excess of 20% of the shares of Common Stock outstanding as of the
     date of issuance and no Incentive Stock Options shall be issued unless and
     until the Plan has been approved by the stockholders of the Company as
     provided in Section 18.1.


ARTICLE 19.  TRANSFERABILITY.

19.1.Transferability. Except as may be approved by the Administrator where such
     approval shall not adversely affect compliance of the Plan with Sections
     162 and 422 of the Code and/or Rule 16b-3, a Participant's rights and
     interest under the Plan may not be assigned or transferred, hypothecated or
     encumbered in whole or in part either directly or by operation of law or
     otherwise (except in the event of a Participant's death) including, but not
     by way of limitation, execution, levy, garnishment, attachment, pledge,
     bankruptcy or in any other manner; provided, however, that any Option or
     similar right (including, but not limited to, a Stock Appreciation Right)
     offered pursuant to the Plan shall not be transferable other than by will
     or the laws of descent or pursuant to a domestic relations order and shall
     be exercisable during the Participant's lifetime only by such Participant
     or such person receiving such option pursuant to a domestic relations
     order.


ARTICLE 20.  PRIVILEGES OF STOCK OWNERSHIP; RESTRICTIONS ON SHARES.

20.1.Voting and Dividends. No Participant will have any of the rights of a
     stockholder with respect to any Shares subject to or issued pursuant to the
     Plan until such Shares are issued to the Participant. After Shares are
     issued to the Participant, the Participant will be a stockholder and have
     all the rights of a stockholder with respect to such Shares, including the
     right to vote and receive all dividends or other distributions made or paid
     with respect to such Shares; provided, however, that if such Shares are
     Restricted Stock, then any new, additional or different securities the
     Participant may become entitled to receive with respect to such Shares by
     virtue of a stock dividend, stock split or any other change in the
     corporate or capital structure of the Company will be subject to the same
     restrictions as the Restricted Stock; provided, further, that the
     Participant will have no right to retain such stock dividends or stock
     distributions with respect to Restricted Stock that is repurchased at the
     Participant's Exercise Price in accordance with an Award Agreement with
     respect to such Restricted Stock.


20.2.Financial Statements. The Company will provide financial statements to each
     Participant prior to such Participant's purchase of Shares under the Plan,
     and to each Participant annually during the period such Participant has
     Awards outstanding; provided, however, the Company will not be required to
     provide such financial statements to Participants whose services in
     connection with the Company assure them access to equivalent information.

20.3.Restrictions on Shares. At the discretion of the Administrator, the Company
     may reserve to itself and/or its assignee(s) in the Award Agreement a right
     to repurchase a portion of or all Shares issued pursuant to such Award
     Agreement and held by a Participant following such Participant's
     Termination at any time within 90 days after the later of Participant's
     Termination Date or the date Participant purchases Shares under the Plan,
     for cash and/or cancellation of purchase money indebtedness, at the
     Participant's Exercise Price or such other price as the Administrator may
     determine at the time of the grant of the Award.


ARTICLE 21.  CERTIFICATES.

21.1.Legal Restrictions; Stock Legends. All Shares or other securities delivered
     under this Plan will be subject to such stock transfer orders, legends and
     other restrictions as the Administrator may deem necessary or advisable,
     including restrictions under any applicable federal, state or foreign
     securities law, or any rules, regulations and other requirements
     promulgated under such laws or any stock exchange or automated quotation
     system upon which the Shares may be listed or quoted and each stock
     certificate evidencing such Shares and other certificates shall be
     appropriately legended.

ARTICLE 22.  ESCROW; PLEDGE OF SHARES.

22.1 Deposit of Shares; Escrow. To enforce any restrictions on a Participant's
     Shares, the Committee may require the Participant to deposit all stock
     certificates evidencing Shares, together with stock powers or other
     instruments of transfer approved by the Administrator, appropriately
     endorsed in blank, with the Company or an agent designated by the Company
     to hold in escrow until such restrictions have lapsed or terminated, and
     the Administrator may cause a legend or legends referencing such
     restrictions to be placed on the certificates. Any Participant who is
     permitted to execute a promissory note as partial or full consideration for
     the purchase of Shares under the Plan will be required to pledge and
     deposit with the Company all or part of the Shares so purchased as
     collateral to secure the payment of Participant's obligation to the Company
     under the promissory note; provided, however, that the Administrator may
     require or accept other or additional forms of collateral to secure the
     payment of such obligation and, in any event, the Company will have full
     recourse against the Participant under the promissory note notwithstanding
     any pledge of the Participant's Shares or other collateral. In connection
     with any pledge of the Shares, Participant will be required to execute and
     deliver a written pledge agreement in such form as the Administrator will
     from time to time approve. The Shares purchased with the promissory note
     may be released from the pledge on a pro rata basis as the promissory note
     is paid.


ARTICLE 23.  EXCHANGE AND BUYOUT OF AWARDS.

23.1.Exchange. The Administrator may, at any time or from time to time,
     authorize the Company, with the consent of the respective Participants, to
     issue new Awards in exchange for the surrender and cancellation of any or
     all outstanding Awards.

23.2 Buyout of Awards. The Administrator may, at any time or from time to time,
     authorize the Company to buy from a Participant an Award previously granted
     with payment in cash, Shares (including Restricted Stock) or other
     consideration, based on such terms and conditions as the Administrator and
     the Participant may agree.


ARTICLE 24.  SECURITIES LAW AND OTHER REGULATORY COMPLIANCE.

24.1.Compliance with Applicable Laws. An Award will not be effective unless such
     Award is made in compliance with all applicable federal and state
     securities laws, rules and regulations of any governmental body, and the
     requirements of any stock exchange or automated quotation system upon which
     the Shares may then be listed or quoted, as they are in effect on the date
     of grant of the Award and also on the date of exercise or other issuance.
     Notwithstanding any other provision in this Plan, the Company will have no
     obligation to issue or deliver stock certificates for Shares under this
     Plan prior to: (a) obtaining any approvals from governmental agencies that
     the Administrator determines are necessary or advisable; and/or (b)
     completion of any registration or other qualification of such Shares under
     any state or federal law or ruling of any governmental body that the
     Administrator determines to be necessary or advisable.

24.2.No Obligation to Register Shares or Awards. The Company will be under no
     obligation to register the Shares under the Securities Act or to effect
     compliance with the registration, qualification or listing requirements of
     any state securities laws, stock exchange or automated quotation system,
     and the Company will have no liability for any inability or failure to do
     so.


ARTICLE 25.  NO OBLIGATION TO EMPLOY.

25.1.No Right to Employment or Continuation of Relationship. Nothing in this
     Plan or any Award granted under the Plan will confer or be deemed to confer
     on any Participant any right to continue in the employ of, or to continue
     any other relationship with, the Company or any Parent, Subsidiary or
     Affiliate of the Company or limit in any way the right of the Company or
     any Parent, Subsidiary or Affiliate of the Company to terminate
     Participant's employment or other relationship at any time, with or without
     cause.


ARTICLE 26.  NONEXCLUSIVITY OF THE PLAN.

26.1.Neither the adoption of the Plan by the Board, the submission of the Plan
     to the stockholders of the Company for approval, nor any provision of this
     Plan will be construed as creating any limitations on the power of the
     Board or the Committee to adopt such additional compensation arrangements
     as the Board may deem desirable, including, without limitation, the
     granting of stock options and bonuses otherwise than under the Plan, and
     such arrangements may be either generally applicable or applicable only in
     specific cases.


ARTICLE 27.  MISCELLANEOUS PROVISIONS.

27.1.No Rights Unless Specifically Granted. No employee or other person shall
     have any claim or right to be granted an Award under the Plan under any
     contract, agreement or otherwise. Determinations made by the Administrator
     under the Plan need not be uniform and may be made selectively among
     Eligible Participants under the Plan, whether or not such Eligible
     Participants are similarly situated.

27.2.No Rights Until Written Evidence Delivered. No Participant or other person
     shall have any right with respect to the Plan, the Shares reserved for
     issuance under the Plan or in any Award, contingent or otherwise, until
     written evidence of the Award, in the form of an Award Agreement, shall
     have been delivered to the recipient and all the terms, conditions and
     provisions of the Plan and the Award applicable to such recipient (and each
     person claiming under or through such recipient) have been met.

27.3 Compliance with Applicable Law. No Shares, other Company securities or
     property, other securities or property, or other forms of payment shall be
     issued hereunder with respect to any Award unless counsel for the Company
     shall be satisfied that such issuance will be in compliance with applicable
     federal, state, local and foreign legal, securities exchange and other
     applicable requirements.

27.4 Compliance with Rule 16b-3. It is the intent of the Company that the Plan
     comply in all respects with Rule 16b-3 under the Exchange Act, that any
     ambiguities or inconsistencies in construction of the Plan be interpreted
     to give effect to such intention and that if any provision of the Plan is
     found not to be in compliance with Rule 16b-3, such provision shall be
     deemed null and void to the extent required to permit the Plan to comply
     with Rule 16b-3.

27.5.Right to Withhold Payments. The Company and any Parent, Subsidiary and
     Affiliate of the Company shall have the right to deduct from any payment
     made under the Plan, any federal, state, local or foreign income or other
     taxes required by law to be withheld with respect to such payment. It shall
     be a condition to the obligation of the Company to issue Shares, other
     securities or property of the Company, other securities or property, or
     other forms of payment, or any combination thereof, upon exercise,
     settlement or payment of any Award under the Plan, that the Participant (or
     any beneficiary or person entitled to act) pay to the Company, upon its
     demand, such amount as may be requested by the Company for the purpose of
     satisfying any liability to withhold federal, state, local or foreign
     income or other taxes. If the amount requested is not paid, the Company may
     refuse to issue Shares, other securities or property of the Company, other
     securities or property, or other forms of payment, or any combination
     thereof. Notwithstanding anything in the Plan to the contrary, the
     Administrator may permit an Eligible Participant (or any beneficiary or
     person entitled to act) to elect to pay a portion or all of the amount
     requested by the Company for such taxes with respect to such Award, at such
     time and in such manner as the Administrator shall deem to be appropriate,
     including, but not limited to, by authorizing the Company to withhold, or
     agreeing to surrender to the Company on or about the date such tax
     liability is determinable, Shares, other securities or property of the
     Company, other securities or property, or other forms of payment, or any
     combination thereof, owned by such person or a portion of such forms of
     payment that would otherwise be distributed, or have been distributed, as
     the case may be, pursuant to such Award to such person, having a fair
     market value equal to the amount of such taxes.

27.6.Expenses of Administration. The expenses of the Plan shall be borne by the
     Company. However, if an Award is made to an individual employed by or
     performing services for a Parent, Subsidiary or Affiliate of the Company:

(a)  if such Award results in payment of cash to the Participant, such Parent,
     Subsidiary or Affiliate shall pay to the Company an amount equal to such
     cash payment unless the Administrator shall otherwise determine;

(b)  if the Award results in the issuance by the Company to the Participant of
     Shares, other securities or property of the Company, other securities or
     property, or other forms of payment, or any combination thereof, such
     Parent, Subsidiary or Affiliate of the Company shall, unless the
     Administrator shall otherwise determine, pay to the Company an amount equal
     to the fair market value thereof, as determined by the Administrator, on
     the date such Shares, other securities or property of the Company, other
     securities or property, or other forms of payment, or any combination
     thereof, are issued (or, in the case of the issuance of Restricted Stock or
     of Shares, other securities or property of the Company, or other securities
     or property, or other forms of payment subject to transfer and forfeiture
     conditions, equal to the fair market value thereof on the date on which
     they are no longer subject to such applicable restrictions), minus the
     amount, if any, received by the Company in respect of the purchase of such
     Shares, other securities or property of the Company, other securities or
     property or other forms of payment, or any combination thereof, all as the
     Administrator shall determine; and

(c)  the foregoing obligations of any such Parent, Subsidiary or Affiliate of
     the Company shall survive and remain in effect and binding on such entity
     even if its status as a Parent, Subsidiary or Affiliate of the Company
     should subsequently cease, except as otherwise agreed by the Company and
     such Parent, Subsidiary or Affiliate.

27.7.Unfunded Plan. The Plan shall be unfunded. The Company shall not be
     required to establish any special or separate fund or to make any other
     segregation of assets to assure the payment of any Award under the Plan,
     and rights to the payment of Awards shall be no greater than the rights of
     the Company's general creditors.

27.8.Acceptance of Award Deemed Consent. By accepting any Award or other benefit
     under the Plan, each Participant and each person claiming under or through
     such Participant shall be conclusively deemed to have indicated such
     Participant's (or other person's) acceptance and ratification of, and
     consent to, any action taken by the Company, Administrator, Board or
     Committee or their respective delegates under the Plan.

27.9.Fair Market Value Determined By the Administrator. Fair market value in
     relation to other securities or property of the Company, other securities
     or property or other forms of payment of Awards under the Plan, or any
     combination thereof, as of any specific time, shall mean such value as
     determined by the Administrator in accordance with the Plan and applicable
     law.

27.10. Use of Terms.  For the purposes of the Plan, in the use of any term,  the
     singular  includes the plural and the plural includes the singular wherever
     appropriate.

27.11. Filing of Reports. The appropriate officers of the Company shall cause to
     be filed any reports, returns or other information regarding Awards
     hereunder or any Shares issued pursuant hereto as may be required by
     Section 13 or 15(d) of the Exchange Act (or any successor provision) or any
     other applicable statute, rule or regulation.

27.12. Validity; Construction; Interpretation. The validity, construction,
     interpretation, administration and effect of the Plan, and of its rules and
     regulations, and rights relating to the Plan and Award Agreements and to
     Awards granted under the Plan, shall be governed by the substantive laws,
     but not the choice of law rules, of the State of Nevada.

<PAGE>




                                GERALD A. KAUFMAN
                                 ATTORNEY AT LAW
                              33 WALT WHITMAN ROAD
                       HUNTINGTON STATION, NEW YORK 11746


                                                                 Exhibit 5.1


September 28, 2001

Juniper Group, Inc.
111 Great Neck Road
Great Neck, NY 11021

Re:  Registration  Statement on Form S-8 Relating to 3,000,000  Shares of Common
     Stock, Par Value $. 001 Per Share, of Juniper Group,  Inc. issuable under a
     Stock Option Plan.

Gentlemen:

     I am counsel to Juniper Group, Inc., a Nevada corporation (the "Company"),
in connection with the filing by the Company with the Securities and Exchange
Commission pursuant to the Securities Act of 1933, as amended (the "Securities
Act"), of a registration statement on Form S-8 (the "Registration Statement")
relating to 3,000,000 shares (the "Shares") of the Company's common stock, par
value $. 001 per share (the "Common Stock"), issuable upon the exercise of
options granted pursuant to the Equity Incentive Stock Option Plan .

     I have examined and am familiar with originals or copies, certified or
otherwise identified to my satisfaction, of the Certificate of Incorporation and
By-Laws of the Company, as each is currently in effect, the Registration
Statement, the Plan, resolutions of the Board of Directors of the Company
relating to the issuance of the Shares and such other corporate documents and
records and other certificates, and I have made such investigations of law, as I
have deemed necessary or appropriate in order to render the opinions hereinafter
set forth.

     In my examination, I have assumed the genuineness of all signatures, the
legal capacity of all natural persons, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified or photostatic copies and the
authenticity of the originals of such latter documents. As to any facts material
to the opinions expressed herein which were not independently established or
verified, I have relied upon statements and representations of officers and
other representatives of the Company and others.

     Based upon and subject to the foregoing, I am of the opinion that the
Shares to be issued upon exercise of any options granted hereunder have been
duly and validly authorized and, when the Shares have been paid for in
accordance with the terms of the Plan and certificates therefore have been duly
executed and delivered, such Shares will be duly and validly issued, fully paid
and non-assessable.

     I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, I do not hereby admit that I am
within the category of persons whose consent is required under Section 7 or 11
of the Securities Act, or the rules and regulations of the Securities and
Exchange Commission thereunder.

                                        Very truly yours,


                                        /s/ Gerald A. Kaufman
                                        ---------------------
                                        Gerald A. Kaufman




                                     <PAGE>




                                                                   Exhibit 23.2

                             GOLDSTEIN & GANZ, P.C.
                          CERTIFIED PUBLIC ACCOUNTANTS
                               98 Cuttermill Road
                           Great Neck, New York 11021
                                 (516) 487-0110
                            Facsimile (516) 487-2928







Board of Directors
Juniper Group, Inc.
111 Great Neck Road
Suite 604
Great Neck, New York  11021


     We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8, dated September 28, 2001, of Juniper Group, Inc. of our
report dated March 30, 2001, appearing on Page F-2 of Form 10-KSB for the fiscal
year ended December 31, 2000.


     This consent is in connection with the Registration Statement under the
Securities Act of 1933, as amended, 3,000,000 shares of Common Stock. par value
$.001 per share, of Juniper Group, Inc.





                                                       GOLDSTEIN & GANZ, P.C.







Great Neck, New York
September 28, 2001
[{"type": "S-8", "sequence": "1", "filename": "s8100101a.txt", "description": "JGI", "secsgml_size_bytes": 111453}]
{"company-data": {"conformed-name": "JUNIPER GROUP INC", "cik": "0000864921", "assigned-sic": "6411", "irs-number": "112866771", "state-of-incorporation": "NY", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-70592", "film-number": "1749640"}, "business-address": {"street1": "111 GREAT NECK RD STE 604", "city": "GREAT NECK", "state": "NY", "zip": "11021", "phone": "5168294670"}, "mail-address": {"street1": "111 GREAT NECK ROAD", "street2": "STE 604", "city": "GREAT NECK", "state": "NY", "zip": "11021"}, "former-company": {"former-conformed-name": "JUNIPER FEATURES LTD", "date-changed": "19930328"}}
As filed with the Securities and Exchange Commission on October 10, 2001
Registration No.33____________

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                               JUNIPER GROUP, INC.
            --------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                  Nevada                            11-2866771
         ---------------------------------  ---------------------------------
         (State or other jurisdiction of    (I.R.S. Employer Identification No.)
          incorporation or organization)

         111 Great Neck Road, Suite 604
         Great Neck, New York                             11021
      ---------------------------------            ----------------------
         (Address of principal executive offices)       (Zip Code)

                 JUNIPER GROUP, INC. 2001 EQUITY INCENTIVE PLAN
                            (Full title of the Plan)

           Vlado Paul Hreljanovic, President & Chief Executive Officer
                               Juniper Group, Inc.
                         111 Great Neck Road, Suite 604
                           Great Neck, New York 11021
       -------------------------------------------------------------------
                     (Name and address of agent for service)

                                 (516) 829-4670
      --------------------------------------------------------------------
          (Telephone number, including area code, of agent for service)

                                    copy to:

                             Gerald A. Kaufman, Esq.
                              33 Walt Whitman Road
                       Huntington Station, New York 11746
                                 (631) 271-2055

     Approximate  date of  commencement  of proposed  sale to the  public:  Upon
filing of this registration statement

                         CALCULATION OF REGISTRATION FEE

----------------------------------------------- --------------- ----------------- ------------------ -----------------
Proposed      Proposed maximum
                                                                    maximum           aggregate
                   Title of                       Amount to      offering price    offering price       Amount of
         Securities to be registered            be registered    per share (2)           (2)         registration fee
                                                     (1)
----------------------------------------------- --------------- ----------------- ------------------ -----------------
Common Stock                                      3,000,000           $.76           $2,280,000          $690.91
----------------------------------------------- --------------- ----------------- ------------------ -----------------
(1)  Represents the shares of Common Stock, par value $.001 per share, issuable
     pursuant to the Juniper Group, Inc. 2001 Equity Incentive Plan. Pursuant to
     Rule 416 promulgated under the Securities Act of 1933, as amended (the
     "Securities Act"), there are also being registered such indeterminable
     number of additional shares of common stock as may become issuable pursuant
     to anti-dilution provisions contained in such plan.

(2)  Estimated solely for purposes of calculating the registration fee pursuant
     to Rule 457(c) promulgated under the Securities Act, based upon the average
     of the high and low prices for the common stock on September 17, 2001.
PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The document(s) containing the information specified in Part I will be sent
or given to "employees" (as such term is defined in paragraph 1(a) of General
Instructions A to Form S-8) as specified by Rule 428(b)(1). Such documents are
not being filed with the Securities and Exchange Commission (the "Commission")
either as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424. Such documents and the documents incorporated
by reference in this Registration Statement pursuant to Item 3 of Part II of
this Registration Statement, taken together, constitute a prospectus that meets
the requirements of Section 10(a) of the Securities Act.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.
         ---------------------------------------

     Juniper Group, Inc. (the "Registrant") hereby incorporates by reference the
documents listed below and any future filings the Registrant will make with the
Commission under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act") until this offering has been
completed:

1.   The  Registrant's  Annual  Report on Form 10-K for the  fiscal  year  ended
     December 31, 2000, as amended;

2.   The  Registrant's  Quarterly  Reports on Form 10-Q for the  quarters  ended
     March 31, 2001 and June 30, 2001;

3.   The  Registrant's  Current Report on Form 8-K (Date of Report:  January 11,
     2001), filed with the SEC on January 16, 2001; and

4.   The description of the Common Stock contained in the Registrant's
     Registration Statement on Form 8-A, including any amendment(s) or report(s)
     filed for the purpose of updating such description.

Item 4.  Description of Securities.
         -------------------------

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.
         --------------------------------------

         Not applicable.

Item 6.  Indemnification of Directors and Officers.
         -----------------------------------------

     The Registrant's Certificate of Incorporation, as amended to date,
eliminates the personal liability of the directors of the Corporation to the
fullest extent permitted by the General Corporation Law of the State of Nevada,
as the same may be amended and supplemented. The Registrant's By-Laws provide
indemnification to directors and officers to the fullest extent allowable under
Nevada law.

Item 7.  Exemption from Registration Claimed.
         -----------------------------------

         Not applicable.

Item 8.  Exhibits.
         --------

Set forth below are all exhibits to the Registration Statement:
Number            Description
------            -----------
4.1               Juniper Group, Inc. 2001 Equity Incentive Plan
5.1               Opinion and consent of Gerald A. Kaufman
23.1              Consent of Goldstein & Ganz, P.C.
23.3              Consent of Gerald A. Kaufman (Included in legal opinion filed
                  as Exhibit 5.1.)
24.1              Powers of Attorney (set forth on the Signatures page to this
                  Registration Statement)

Item 9.  Undertakings.
         ------------

     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions described in Item 6 above, or otherwise,
the Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue.

         The Registrant hereby undertakes:

(1)  To file, during any period in which offers or sales are being made, a
     post-effective amendment to this registration statement:

(a)  To include any prospectus required by Section 10(a)(3) of the Securities
     Act; (b) To reflect in the prospectus any facts or events arising after the
     effective date of the Registration Statement (or the most recent
     post-effective amendment thereof) which, individually or in the aggregate,
     represent a fundamental change in the information set forth in the
     Registration Statement. Notwithstanding the foregoing, any increase or
     decrease in volume of securities offered (if the total dollar value of
     securities offered would not exceed that which was registered) and any
     deviation from the low or high end of the estimated maximum offering range
     may be reflected in the form of prospectus filed with the Commission
     pursuant to Rule 424(b) if, in the aggregate, the changes in the volume and
     price represent no more than a 20% change in the maximum aggregate offering
     price set forth in the "Calculation of Registration Fee" table in the
     effective Registration Statement; and (c) To include any material
     information with respect to the plan of distribution not previously
     disclosed in the Registration Statement or any material change to such
     information in the Registration Statement; provided, however, the
     undertakings set forth in clauses (1)(a) and (1)(b) above do not apply if
     the registration statement is on Form S-3, Form S-8 or Form F-3, and the
     information required to be included in a post-effective amendment by such
     clauses is contained in periodic reports filed with or furnished to the
     Commission by the Registrant pursuant to Section 13 or 15(d) of the
     Exchange Act that are incorporated by reference in the Registration
     Statement;

(2)  That, for the purpose of determining any liability under the Securities
     Act, each such post-effective amendment shall be deemed to be a new
     registration statement relating to the securities offered therein, and the
     offering of such securities at that time shall be deemed to be the initial
     bona fide offering thereof; and

(3)  To remove from registration by means of a post-effective amendment any of
     the securities being registered that remain unsold at the termination of
     the offering.

     The Registrant hereby further undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the Registrant's annual
reports pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
S-8 9 28 01.doc
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Great Neck, State of New York, on the __ day of
September, 2001.

JUNIPER GROUP, INC.

By: /s/ Vlado P. Hreljanovic
-----------------------------
Name: Vlado P. Hreljanovic
Title: Chairman of the Board,
President, Chief
Executive Officer and Acting Chief Financial Officer (Principal
Executive and Principal Financial Officer)

                                POWER OF ATTORNEY

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed on September ___, 2001 by the
following persons in the capacities indicated. Each person whose signature
appears below constitutes and appoints Vlado Paul Hreljanovic, with full power
of substitution, his true and lawful attorney-in-fact and agent to do any and
all acts and things in his name and on his behalf in such capacities indicated
below which he may deem necessary or advisable to enable Juniper Group, Inc. to
comply with the Securities Act of 1933, as amended, and any rules, regulations
and requirements of the Securities and Exchange Commission in connection with
this Registration Statement, including specifically, but not limited to, power
and authority to sign for him in his name in the capacities stated below, any
and all amendments (including post-effective amendments) thereto, granting unto
said attorney-in-fact and agent full power and authority to do and perform each
and every act and thing requisite and necessary to be done in such connection,
as fully to all intents and purposes as we might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent, or his
substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.

Signature                           Title                       Date
---------                  --------------------------   ---------------------

/s/ Vlado P. Hreljanovic   President, Chief Executive   September 28, 2001
------------------------   Officer, Director, Acting
Vlado P. Hreljanovic       Chief Financial Officer

/s/ Harold A. Horowitz     Director                    September 28, 2001
----------------------
Harold A. Horowitz

/s/ Barry S. Huston       Director                     September 28, 2001
-------------------
Barry S. Huston
JUNIPER GROUP, INC.

                         FORM S-8 REGISTRATION STATEMENT

                                  EXHIBIT INDEX

Number            Description
4.1               Juniper Group, Inc. 2001 Equity Incentive Plan.
5.1               Opinion of Gerald A. Kaufman
23.1              Consent of Goldstein & Ganz, P.C.
23.2              Consent of Gerald A. Kaufman (Included in legal opinion filed
                  as Exhibit 5.1).
24.1              Powers of Attorney (set forth on the Signatures page to this
                  Registration Statement).
Exhibit 4.1

                               JUNIPER GROUP, INC.

                           2001 EQUITY INCENTIVE PLAN

                ARTICLE 1. GENERAL PURPOSE OF PLAN; DEFINITIONS.

1.1. Purpose. The purposes of this 2001 Equity Incentive Plan are (a) to enable
     Juniper Group, Inc. and its subsidiaries and affiliates to attract and
     retain highly qualified personnel who will contribute to the success of
     Juniper Group, Inc. and (b) to provide incentives to participants in this
     2001 Equity Incentive Plan that are linked directly to increases in
     stockholder value which will therefore inure to the benefit of all
     stockholders of Juniper Group, Inc.

1.2. Definitions.  For  purposes  of  this  Equity  Incentive  Plan,  except  as
     otherwise  defined,  capitalized  terms shall have the meanings assigned to
     them in this Section 1.2.

"Administrator" means the Board or, if and to the extent the Board elects to
delegate the administration of the Plan or does not administer the Plan, the
Committee.

"Affiliate" means any entity or person that directly, or indirectly through one
or more intermediaries, controls, is controlled by, or is under common control
with, another entity, where "control" (including the terms "controlled by" and
"under common control with") means the possession, directly or indirectly, of
the power to cause the direction of the management and policies of the entity,
whether through the ownership of voting securities, by contract or otherwise.

"Award" means any award under the Plan.

"Award Agreement" means, with respect to each Award, the signed written
agreement between the Company and the Participant setting forth the terms and
conditions of the Award.

"Board" means the Board of Directors of the Company.

"Cause" means the commission of any act of a material theft, embezzlement or
fraud involving the Company or any Parent, Subsidiary or Affiliate of the
Company, or a breach of fiduciary duty to the Company or any Parent, Subsidiary
or Affiliate of the Company.

"Change of Control" shall have the meaning assigned to such term in Section
15.2.

"Code" means the Internal Revenue Code of 1986, as amended from time to time, or
any successor thereto. "Committee" means compensation or other any committee the
Board may appoint to administer the Plan. To the extent necessary and desirable,
the Committee shall be composed entirely of individuals who meet the
qualifications referred to in Section 162(m) of the Code and Rule 16b-3 under
the Exchange Act. If at any time or to any extent the Board shall not administer
the Plan, then the functions of the Board specified in the Plan shall be
exercised by the Committee.

"Common Stock" means the common stock, par value $.001 per share, of the
Company.

"Company"  means Juniper  Group,  Inc., a Nevada  corporation,  or any successor
corporation.

"Disability" means the inability of a Participant to perform substantially his
or her duties and responsibilities to the Company or to any Parent, Subsidiary
or Affiliate by reason of a physical or mental disability or infirmity for a
continuous period of six months, as determined by the Administrator. The date of
such Disability shall be the last day of such six-month period or the date on
which the Participant submits such medical evidence, satisfactory to the
Administrator, that the Participant has a physical or mental disability or
infirmity that will likely prevent the Participant from performing the
Participant's work duties for a continuous period of six months or longer, as
the case may be.

"Eligible Recipient" means an officer, director, employee, consultant or advisor
of the Company or of any Parent, Subsidiary or Affiliate. For purposes of the
Plan, the term "employee" shall include all those individuals whose service with
or for the Company and/or any Parent, Subsidiary or Affiliate of the Company, is
within the definition of "employee" in the Rule as to the Use of Form S-8
contained in the General Instructions for the registration statement on Form S-8
promulgated by the Securities and Exchange Commission.

"Employee Director" means any director of the Company who is also an employee of
the Company or of any Parent, Subsidiary or Affiliate.

"Exchange Act" means the Securities Exchange Act of 1934, as amended from time
to time.

"Exercise Price" means the per share price at which a holder of an Award may
purchase the Shares issuable upon exercise of such Award.

"Fair Market Value" as of a particular date shall mean the fair market value of
a share of Common Stock as determined by the Administrator; provided, however,
that Fair Market Value shall mean (i) if the Common Stock is listed or admitted
to trade on a national securities exchange, the closing price of the Common
Stock on the Composite Tape, as published in The Wall Street Journal, of the
principal national securities exchange on which the Common Stock is so listed or
admitted to trade, on such date, or, if there is no trading of the Common Stock
on such date, then the closing price of the Common Stock as quoted on such
Composite Tape on the next preceding date on which there was trading in such
shares; (ii) if the Common Stock is not listed or admitted to trade on a
national securities exchange but is listed and quoted on The Nasdaq Stock Market
("Nasdaq"), the last sale price for the Common Stock on such date as reported by
Nasdaq, or, if there is no reported trading of the Common Stock on such date,
then the last sale price for the Common Stock on the next preceding date on
which there was trading in the Common Stock; (iii) if the Common Stock is not
listed or admitted to trade on a national securities exchange and is not listed
and quoted on Nasdaq, the mean between the closing bid and asked price for the
Common Stock on such date, as furnished by the National Association of
Securities Dealers, Inc. ("NASD"); (iv) if the Common Stock is not listed or
admitted to trade on a national securities exchange, not listed and quoted on
Nasdaq and closing bid and asked prices are not furnished by the NASD, the mean
between the closing bid and asked price for the Common Stock on such date, as
furnished by the National Quotation Bureau ("NQB") or similar organization; (v)
if the stock is not listed or admitted to trade on a national securities
exchange, not listed and quoted on Nasdaq and if bid and asked prices for the
Common Stock are not furnished by the NASD, NQB or a similar organization, the
value established in good faith by the Administrator; and (vi) in the case of a
Limited Stock Appreciation Right, the Fair Market Value of a share of Common
Stock shall be the "Change in Control Price" (as defined in the Award Agreement
evidencing such Limited Stock Appreciation Right) of a share of Common Stock as
of the date of exercise.

"Family Member" means, with respect to any Participant, any of the following:

(a) such Participant's child, stepchild, grandchild, parent, stepparent,
grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law,
father-in-law, son-in-law, daughter-in-law, brother-in-law, sister-in-law,
including any such person with such relationship to the Participant by adoption;
(b) any person (other than a tenant or employee) sharing such Participant's
household; (c) a trust in which the persons identified in clauses (a) and (b)
above have more than fifty percent of the beneficial interest; (d) a foundation
in which the persons identified in clauses (a) and (b) above or the Participant
control the management of assets; or (e) any other entity in which the persons
identified in clauses (a) and (b) above or the Participant own more than fifty
percent of the voting interest.

"Incentive Stock Option" means any Option intended to be designated as an
"incentive stock option" within the meaning of Section 422 of the Code.

"Incumbent Board" means (i) the members of the Board of the Company on September
14, 2001, to the extent that they continue to serve as members of the Board, and
(ii) any individual who becomes a member of the Board after September 14, 2001,
if such individual's election or nomination for election as a director was
approved by a vote of at least three-quarters of the then Incumbent Board.

"Limited Stock Appreciation Right" means a Stock Appreciation Right that can be
exercised only in the event of a "Change in Control" (as defined in the Award
Agreement evidencing such Limited Stock Appreciation Right).

"Non-Employee Director" means a director of the Company who is not an employee
of the Company or of any Parent, Subsidiary or Affiliate.

"Non-Qualified Stock Option" means any Option that is not an Incentive Stock
Option, including, but not limited to, any Option that provides (as of the time
such Option is granted) that it will not be treated as an Incentive Stock
Option.

"Option" means an option to purchase Shares granted pursuant to Article 5.

"Parent" means any corporation (other than the Company) in an unbroken chain of
corporations ending with the Company, if each of the corporations in the chain
(other than the Company) owns stock possessing 50% or more of the combined
voting power of all classes of stock in one of the other corporations in the
chain.

"Participant" means any Eligible Recipient selected by the Administrator,
pursuant to the Administrator's authority to receive grants of Options, Stock
Appreciation Rights, Limited Stock Appreciation Rights, awards of Restricted
Stock, Performance Shares, other types of awards, or any combination of the
foregoing.

"Performance Grant" shall have the meaning assigned to the term in Article 8.

"Performance Shares" means Shares that are subject to restrictions based upon
the attainment of specified performance objectives granted pursuant to Article
8.

"Permitted Transfer" means, as authorized by the Plan and the Administrator,
with respect to an interest in a Non-Qualified Stock Option, any transfer
effected by the Participant during the Participant's lifetime of an interest in
such Non-Qualified Stock Option but only such transfers which are by gift or
pursuant to domestic relations orders. A permitted transfer does not include any
transfer for value and neither transfers under a domestic relations order in
settlement of marital property rights or to an entity in which more than 50% of
the voting interests are owned by Family Members or the Participant in exchange
for an interest in that entity are deemed transfers for value.

"Plan" means this 2001 Equity Incentive Plan.

"Related Employment" means the employment or performance of services by an
individual for an employer that is neither the Company, any Parent, Subsidiary
nor Affiliate, provided that (i) such employment or performance of services is
undertaken by the individual at the request of the Company or any Parent,
Subsidiary or Affiliate, (ii) immediately prior to undertaking such employment
or performance of services, the individual was employed by or performing
services for the Company or any Parent, Subsidiary or Affiliate or was engaged
in Related Employment, and (iii) such employment or performance of services is
in the best interests of the Company and is recognized by the Administrator, as
Related Employment. The death or Disability of an individual during a period of
Related Employment shall be treated, for purposes of this Plan, as if the death
or onset of Disability had occurred while the individual was employed by or
performing services for the Company or a Parent, Subsidiary or Affiliate.

"Restricted Stock" means Shares subject to certain restrictions granted pursuant
to Article 7.

"Restricted Period" means the period of time Restricted Stock remains subject to
restrictions imposed on the Award of such Restricted Stock.

"Securities Act" means the Securities Act of 1933, as amended from time to time.

"Shares" means shares of Common Stock reserved for issuance under or issued
pursuant to the Plan, as adjusted pursuant to Article 4, and any successor
security.

"Stock Appreciation Right" means the right pursuant to an Award granted under
Article 6 to receive an amount equal to the excess, if any, of (i) the Fair
Market Value, as of the date such Stock Appreciation Right or portion thereof is
surrendered, of the Shares covered by such right or such portion thereof, over
(ii) the aggregate exercise price of such right or such portion thereof as
established by the Administrator at the time of the grant of such Award (or such
other exercise price thereafter established by the Administrator with the
consent of the Participant granted such Award where required by the Plan).

"Stock Bonus" means an Award granted pursuant to Article 9.

"Subsidiary" means any corporation (other than the Company) in an unbroken chain
of corporations beginning with the Company, if each of the corporations (other
than the last corporation) in the unbroken chain owns stock possessing 50% or
more of the total combined voting power of all classes of stock in one of the
other corporations in the chain.

"Ten Percent Stockholder" shall have the meaning assigned to it in Section 5.4.

"Termination" or "Terminated" means, for purposes of the Plan with respect to a
Participant, that such Participant has for any reason ceased to provide services
as an employee, officer, director, consultant, independent contractor, or
advisor to the Company or any Parent, Subsidiary or Affiliate of the Company. A
Participant will not be deemed to have ceased to provide services in the case of
(i) sick leave, (ii) military leave, or (iii) any other leave of absence
approved by the Administrator, provided, that such leave is for a period of not
more than 90 days, unless reemployment or reinstatement upon the expiration of
such leave is guaranteed by contract or statute or unless provided otherwise
pursuant to formal policy adopted from time to time by the Company and issued
and promulgated to employees and other participants in writing. In the case of
any Participant on an approved leave of absence, the Administrator may make such
provisions respecting suspension of vesting of any Award previously granted to
such Participant while such Participant is on leave from the Company or any
Parent, Subsidiary or Affiliate of the Company as the Administrator may deem
appropriate, except that in no event may an Option be exercised after the
expiration of the term set forth in the Award Agreement with respect to such
Option. The Administrator will have sole discretion to determine whether a
Participant has ceased to provide services and the applicable Termination Date.

"Termination Date" means the effective date of Termination, as determined by the
Administrator.

ARTICLE 2.  ADMINISTRATION.

2.1. Administration in Accordance with the Code and Exchange Act. The Plan shall
     be administered in accordance with the requirements of Section 162(m) of
     the Code (but only to the extent necessary and desirable to maintain
     qualification of Awards under the Plan under Section 162(m) of the Code)
     and, to the extent applicable, Rule 16b-3 under the Exchange Act ("Rule
     16b-3"), by the Board or, at the Board's sole discretion, by the Committee,
     which shall be appointed by the Board, and which shall serve at the
     pleasure of the Board.

2.2. Administrator's  Powers.  Subject  to  the  general  purposes,   terms  and
     conditions  of this  Plan,  the  Administrator  will  have  full  power  to
     implement  and  carry  out  this  Plan.  The  Administrator  will  have the
     authority to:

(a)  construe and interpret this Plan, any Award Agreement and any other
     agreement or document executed pursuant to this Plan; (b) prescribe, amend
     and rescind rules and regulations relating to this Plan or any Award; (c)
     select persons to receive Awards; (d) determine the form and terms of
     Awards; (e) determine the number of Shares or other consideration subject
     to Awards; (f) determine whether Awards will be granted singly, in
     combination with, in tandem with, in replacement of, or as alternatives to,
     other Awards under this Plan or any other incentive or compensation plan of
     the Company or any Parent, Subsidiary or Affiliate of the Company; (g)
     grant waivers of Plan or Award conditions; (h) determine the vesting,
     exercisability and payment of Awards; (i) correct any defect, supply any
     omission or reconcile any inconsistency in the Plan, any Award or any Award
     Agreement; (j) to make any adjustments necessary or desirable as a result
     of the granting of an Award to an Eligible Participant located outside the
     United States; (k) determine whether an Award has been earned; and (l) make
     all other determinations necessary or advisable for the administration of
     the Plan.

2.3. Administrator's Discretion Final. Any determination made by the
     Administrator with respect to any Award will be made in its sole discretion
     at the time of grant of the Award or, unless in contravention of any
     express term of the Plan or Award, at any later time, and such
     determination will be final and binding on the Company and on all persons
     having an interest in any Award under the Plan.

2.4. Administrator's Method of Acting; Liability. The Administrator may act only
     by a majority of its members then in office, except that the members
     thereof may authorize any one or more of their members or any officer of
     the Company to execute and deliver documents or to take any other
     ministerial action on behalf of the Administrator with respect to Awards
     made or to be made to Eligible Participants. No member of the Committee and
     no officer of the Company shall be liable for anything done or omitted to
     be done by such member or officer, by any other member of the Administrator
     or by any officer of the Company in connection with the performance of
     duties under the Plan, except for such member's or officer's own willful
     misconduct or as expressly provided by law.

ARTICLE 3.  PARTICIPATION.

3.1. Affiliates. If a Parent, Subsidiary or Affiliate of the Company wishes to
     participate in the Plan and its participation shall have been approved by
     the Board, the board of directors or other governing body of the Parent,
     Subsidiary or Affiliate, as the case may be, shall adopt a resolution in
     form and substance satisfactory to the Administrator authorizing
     participation by the Parent, Subsidiary or Affiliate in the Plan. A Parent,
     Subsidiary or Affiliate participating in the Plan may cease to be a
     participating company at any time by action of the Board or by action of
     the board of directors or other governing body of such Parent, Subsidiary
     or Affiliate, which latter action shall be effective not earlier than the
     date of delivery to the Secretary of the Company of a certified copy of a
     resolution of the Parent, Subsidiary or Affiliate's board of directors or
     other governing body taking such action. If the participation in the Plan
     of a Parent, Subsidiary or Affiliate shall terminate, such termination
     shall not relieve the Parent, Subsidiary or Affiliate of any obligations
     theretofore incurred by the Parent, Subsidiary or Affiliate, except as may
     be approved by the Administrator. 3.2. Participants. Incentive Stock
     Options may be granted only to employees (including officers and directors
     who are also employees) of the Company, or any Parent, Subsidiary or
     Affiliate of the Company. All other Awards may be granted to employees,
     officers, directors, consultants, independent contractors and advisors of
     the Company or any Parent, Subsidiary or Affiliate of the Company;
     provided, that such consultants, contractors and advisors render bona fide
     services to the Company or such Parent, Subsidiary or Affiliate of the
     Company not in connection with the offer and sale of securities in a
     capital-raising transaction. An Eligible Participant may be granted more
     than one Award under the Plan.

ARTICLE 4.  AWARDS UNDER THE PLAN.

4.1. Types of Awards. Awards under the Plan may include, but need not be limited
     to, one or more of the following types, either alone or in any combination
     thereof: (a) Options; (b) Stock Appreciation Rights; (c) Restricted Stock;
     (d) Performance Grants; (e) Stock Bonuses; and (f) any other type of Award
     deemed by the Committee to be consistent with the purposes of the Plan
     (including but not limited to, Awards of or options or similar rights
     granted with respect to unbundled stock units or components thereof, and
     Awards to be made to participants who are foreign nationals or are employed
     or performing services outside the United States).

4.2. Number of Shares  Available  Under the Plan.  Subject to Section  4.4,  the
     total  number of  Shares  reserved  and  available  for grant and  issuance
     pursuant to the Plan will be 3,000,000, plus Shares that are subject to:

(a)  issuance upon exercise of an Option previously granted but cease to be
     subject to such Option for any reason other than exercise of such Option;
     (b) an Award previously granted but forfeited or repurchased by the Company
     at the original issue price; and (c) an Award previously granted that
     otherwise terminates without Shares being issued. Shares may consist, in
     whole or in part, of authorized and unissued shares or treasury shares.

     The number of Shares which are transferred to the Company by a Participant
to pay the exercise or purchase price of an award will be subtracted from the
number of Shares issued with respect to such Award for the purpose of counting
Shares used under the Plan. Shares withheld to pay withholding taxes in
connection with the exercise or repayment of an Award will not be counted as
used under the Plan. In addition, shares covered by an award granted under the
Plan which is settled in cash will not be counted as used under the Plan.

4.3. Reservation of Shares. At all times, the Company shall reserve and keep
     available a sufficient number of Shares as shall be required to satisfy the
     requirements of all outstanding Options granted under the Plan and all
     other outstanding but unexercised Awards granted under the Plan.

4.4. Adjustment in Number of Shares Available Under the Plan. In the event that
     the number of outstanding shares of Common Stock is changed by a stock
     dividend, recapitalization, stock split, reverse stock split, subdivision,
     combination, reclassification or similar change in the capital structure of
     the Company without consideration, then (a) the number of Shares reserved
     for issuance under the Plan, (b) the number of Shares that may be granted
     pursuant to the Plan, (c) the Exercise Prices of and number of Shares
     subject to outstanding Options and other awards, and (d) the exercise
     prices of and number of Shares subject to other outstanding Awards, will be
     proportionately adjusted, subject to any required action by the Board or
     the stockholders of the Company and compliance with applicable securities
     laws; provided, however, that, upon occurrence of such an event, fractions
     of a Share will not be issued upon exercise of an Award but will, upon such
     exercise, either be replaced by a cash payment equal to the Fair Market
     Value of such fraction of a Share on the effective date of such an event or
     will be rounded up to the nearest whole Share, as determined by the
     Administrator.

4.5.     Rights with Respect to Common Shares and Other Securities.
         ---------------------------------------------------------

(a)  Unless otherwise determined by the Administrator, a Participant to whom an
     Award of Restricted Stock has been made (and any person succeeding to such
     Participant's rights with respect to such Award pursuant to the Plan) shall
     have, after issuance of a certificate or copy thereof for the number of
     Shares so awarded and prior to the expiration of the Restricted Period or
     the earlier repurchase of such Shares as provided in the Plan or Award
     Agreement with respect to such Award of Restricted Stock, ownership of such
     Shares, including the right to vote the same and to receive dividends or
     other distributions made or paid with respect to such Shares (provided that
     such Shares, and any new, additional or different shares, or other
     securities or property of the Company, or other forms of consideration
     which the participant may be entitled to receive with respect to such
     Shares as a result of a stock split, stock dividend or any other change in
     the corporate or capital structure of the Company, shall be subject to the
     restrictions of the Plan as determined by the Administrator), subject,
     however, to the options, restrictions and limitations imposed thereon
     pursuant to the Plan. Notwithstanding the foregoing, unless otherwise
     determined by the Administrator, a Participant with whom an Award Agreement
     is made to issue Shares in the future shall have no rights as a stockholder
     with respect to Shares related to such Award Agreement until a stock
     certificate evidencing such Shares is issued to such Participant.

(b)  Unless otherwise determined by the Administrator, a Participant to whom a
     grant of Stock Options, Stock Appreciation Rights, Performance Grants or
     any other Award is made (and any person succeeding to such Participant's
     rights pursuant to the Plan) shall have no rights as a stockholder with
     respect to any Shares or as a holder with respect to other securities, if
     any, issuable pursuant to any such Award until the date a stock certificate
     evidencing such Shares or other instrument of ownership, if any, is issued
     to such Participant. Except as provided in Section 4.4, no adjustment shall
     be made for dividends, distributions or other rights (whether ordinary or
     extraordinary, and whether in cash, securities, other property or other
     forms of consideration, or any combination thereof) for which the record
     date is prior to the date such stock certificate or other instrument of
     ownership, if any, is issued.

ARTICLE 5.  STOCK OPTIONS.

5.1. Grant; Determination of Type of Option. The Administrator may grant one or
     more Options to an Eligible Participant and will determine (a) whether each
     such Option will be an Incentive Stock Option or a Non-Qualified Stock
     Option, (b) the number of Shares subject to each such Option, (c) the
     Exercise Price of each such Option, (d) the period during which each such
     Option may be exercised, and (e) all other terms and conditions of each
     such Option, subject to the terms and conditions of this Article 5. The
     Administrator may grant an Option either alone or in conjunction with Stock
     Appreciation Rights, Performance Grants or other Awards, either at the time
     of grant or by amendment thereafter.

5.2. Form of Option Award Agreement. Each Option granted under the Plan will be
     evidenced by an Award Agreement which will expressly identify the Option as
     an Incentive Stock Option or a Non-Qualified Stock Option, will be in such
     form and contain such provisions (which need not be the same for each
     Participant or Option) as the Committee may from time to time approve, and
     which will comply with and be subject to the terms and conditions of the
     Plan.

5.3. Date of Grant. The date of grant of an Option will be the date on which the
     Administrator  makes  the  determination  to  grant  such  Option,   unless
     otherwise specified by the Administrator.

5.4. Exercise Period. Each Option shall be exercisable within the times or upon
     the occurrence of one or more events determined by the Administrator and
     set forth in the Award Agreement governing such Option; provided, however,
     that no Option will be exercisable after the expiration of ten years from
     the date the Option is granted; and provided, further, however, that no
     Incentive Stock Option granted to a person who directly or by attribution
     owns more than 10% of the total combined voting power of all classes of
     stock of the Company or of any Parent, Subsidiary or Affiliate of the
     Company (each, a "Ten Percent Stockholder") will be exercisable after the
     expiration of five years from the date such Incentive Stock Option is
     granted. The Administrator also may provide for an Option to become
     exercisable at one time or from time to time, periodically or otherwise, in
     such number of Shares or percentage of Shares as the Administrator
     determines. Unless otherwise determined by the Administrator, an Option
     shall be exercisable as follows: (a) up to 25% of the number of Shares
     subject to such Option commencing on the first anniversary of the date of
     grant of such Option; (b) up to an additional 25% of the number of Shares
     subject to such Option commencing on the second anniversary of the date of
     grant of such Option; (c) up to an additional 25% of the number of Shares
     subject to such Option commencing on the third anniversary of the date of
     grant of such Option; and (d) up to an additional 25% of the number of
     Shares subject to such Option commencing on the fourth anniversary of the
     date of grant of such Option.

5.5. Exercise Price. The Exercise Price of an Option will be determined by the
     Administrator when the Option is granted and may be not less than 85% of
     the per share Fair Market Value of the Shares subject to such Option on the
     date of grant of such Option; provided, however, that: (a) the Exercise
     Price of an Incentive Stock Option will be not less than 100% of the per
     share Fair Market Value of such Shares on the date of such grant and (b)
     the Exercise Price of any Incentive Stock Option granted to a Ten Percent
     Stockholder will not be less than 110% of the per share Fair Market Value
     of such Shares on the date of such grant. Payment for the Shares purchased
     shall be made in accordance with Article 10 of the Plan.

5.6. Method of Exercise. An Option may be exercised only by delivery to the
     Company of an irrevocable written exercise notice (a) identifying the
     Option being exercised, (b) stating the number of Shares being purchased,
     (c) providing any other matters required by the Award Agreement with
     respect to such Option, and (d) containing such representations and
     agreements regarding Participant's investment intent and access to
     information and other matters, if any, as may be required or desirable by
     the Company to comply with applicable securities laws. Such exercise notice
     shall be accompanied by payment in full of the Exercise Price for the
     number of Shares being purchased in accordance with Article 10 and the
     executed Award Agreement with respect to such Option.

5.7. Termination.  Notwithstanding  anything  contained  in Section 5.4 or in an
     Award  Agreement,  exercise  of  Options  shall  always be  subject  to the
     following:

(a)  If the Participant is Terminated for any reason except death or Disability,
     then the Participant may exercise each of such Participant's Options (i)
     only to the extent that such Options would have been exercisable on the
     Termination Date and (ii) no later than three months after the Termination
     Date (or such longer time period not exceeding five years as may be
     determined by the Administrator, with any exercise beyond three months
     after the Termination Date deemed to be an exercise of an Non-Qualified
     Stock Option), but in any event, no later than the original expiration date
     of such Option; (b) If the Participant is Terminated because of
     Participant's death or Disability (or the Participant dies within three
     months after a Termination other than for Cause or because of Participant's
     Disability), then each of such Participant's Options (i) may be exercised
     only to the extent that such Option would have been exercisable by
     Participant on the Termination Date and (ii) must be exercised by
     Participant (or Participant's legal representative or authorized assignee)
     no later than twelve months after the Termination Date (or such longer time
     period not exceeding five years as may be determined by the Administrator,
     with any such exercise beyond (A) three months after the Termination Date
     when the Termination is for any reason other than the Participant's death
     or Disability or (B) twelve months after the Termination Date when the
     Termination is because of Participant's death or Disability, deemed to be
     an exercise of a Non-Qualified Stock Option), but in any event no later
     than the original expiration date of such Option; (c) Notwithstanding the
     provisions in paragraphs 5.7(a) and 5.7(b), if a Participant is terminated
     for Cause, neither the Participant, the Participant's estate nor such other
     person who may then hold an Option shall be entitled to exercise such
     Option whatsoever, whether or not, after the Termination Date, the
     Participant may receive payment from the Company or any Parent, Subsidiary
     or Affiliate of the Company for vacation pay, for services rendered prior
     to the Termination Date, for services rendered for the day on which
     Termination occurs, for salary in lieu of notice, for severance or for any
     other benefits; provided, however, in making such a determination, the
     Administrator shall give the Participant an opportunity to present to the
     Administrator evidence on Participant's behalf that the provisions of this
     paragraph 5.7(c) should not apply and, in the alternative, paragraph 5.7(a)
     or 5.7(b) shall apply; provided, further, however, that, for the purpose of
     this paragraph 5.7(c), Termination shall be deemed to occur on the date
     when the Company dispatches notice or advice to the Participant that such
     Participant is Terminated.

5.8. Limitations on Exercise. The Administrator may specify a reasonable minimum
     number of Shares that may be purchased on any exercise of an Option,
     provided, that such minimum number will not prevent Participant from
     exercising the Option for the full number of Shares for which the Option is
     then exercisable.

5.9. Limitations on Incentive Stock Options. The aggregate Fair Market Value (as
     determined as of the date of grant) of Shares with respect to which an
     Incentive Stock Option are exercisable for the first time by a Participant
     during any calendar year (under the Plan or under any other incentive stock
     option plan of the Company, and any Parent, Subsidiary and Affiliate of the
     Company) will not exceed $100,000. If the Fair Market Value of Shares on
     the date of grant with respect to which Incentive Stock Option(s) are
     exercisable for the first time by a Participant during any calendar year
     exceeds $100,000, then the Option(s) for the first $100,000 worth of Shares
     to become exercisable in such calendar year will be deemed Incentive Stock
     Option(s) and the Option(s) that become exercisable in such calendar year
     for the number of Shares which have a Fair Market Value in excess of
     $100,000 will be deemed to be Non-Qualified Stock Option(s). In the event
     that the Code or the regulations promulgated thereunder are amended after
     the effective date of the Plan to provide for a different limit on the Fair
     Market Value of Shares permitted to be subject to Incentive Stock Options,
     such different limit will be automatically incorporated herein and will
     apply to any Options granted after the effective date of such amendment.

5.10.Modification, Extension or Renewal. The Administrator may modify, extend or
     renew any outstanding Option and authorize the grant of one or more new
     Options in substitution therefor; provided that any such action may not,
     without the written consent of a Participant, impair any of such
     Participant's rights under any Option previously granted. Any outstanding
     Incentive Stock Option that is modified, extended, renewed or otherwise
     altered will be treated in accordance with Section 424(h) and other
     applicable provisions of the Code. The Administrator may reduce the
     Exercise Price of any outstanding Option of a Participant without the
     consent of the Participant affected by delivering a written notice to the
     Participant; provided, however, that the Exercise Price may not be reduced
     below the minimum Exercise Price that would be permitted under Section 5.5
     for Options granted on the date the action is taken to reduce such Exercise
     Price.

5.11.No Disqualification. Notwithstanding any other provision in the Plan, no
     term of the Plan relating to an Incentive Stock Option will be interpreted,
     amended or altered, nor will any discretion or authority granted under the
     Plan be exercised, so as to disqualify the Plan under Section 422 of the
     Code or, without the consent of the Participant affected, to disqualify any
     Incentive Stock Option under Section 422 of the Code.

5.12.Prohibition Against Transfer. No Option may be sold, assigned, transferred,
     pledged, hypothecated or otherwise disposed of, except by will or the laws
     of descent and distribution or pursuant to a domestic relations order, and
     a Participant's Option shall be exercisable during such Participant's
     lifetime only by such Participant or such person receiving such Option
     pursuant to a domestic relations order.

ARTICLE 6.  STOCK APPRECIATION RIGHTS.

6.1      Grant of Stock Appreciation Rights.
         ----------------------------------

(a)  The Administrator may grant Stock Appreciation Rights either alone, or in
     conjunction with the grant of an Option, Performance Grant or other Award,
     either at the time of grant or by amendment thereafter. Each Award of Stock
     Appreciation Rights granted under the Plan shall be evidenced by an
     instrument in such form as the Administrator shall prescribe from time to
     time in accordance with the Plan and shall comply with the following terms
     and conditions, and with such other terms and conditions, including, but
     not limited to, restrictions upon the Award of Stock Appreciation Rights or
     the Shares issuable upon exercise thereof, as the Administrator shall
     establish. (b) The Administrator shall determine the number of Shares to be
     subject to each Award of Stock Appreciation Rights. The number of Shares
     subject to an outstanding Award of Stock Appreciation Rights may be reduced
     on a share-for-share or other appropriate basis, as determined by the
     Administrator, to the extent that Shares under such Award of Stock
     Appreciation Rights are used to calculate the cash, Shares, or other
     securities or property of the Company, or other forms of payment, or any
     combination thereof, received pursuant to exercise of an Option attached to
     such Award of Stock Appreciation Rights, or to the extent that any other
     Award granted in conjunction with such Award of Stock Appreciation Rights
     is paid.

6.2. Prohibition Against Transfer. No Award of Stock Appreciation Rights may be
     sold, assigned, transferred, pledged, hypothecated or otherwise disposed
     of, except by will or the laws of the descent and distribution or pursuant
     to a domestic relations order, and Stock Appreciation Rights Awarded to a
     Participant shall be exercisable during such Participant's lifetime only by
     such Participant or such person receiving such Option pursuant to a
     domestic relations order. Unless the Administrator determines otherwise,
     the Award of Stock Appreciation Rights to a Participant shall not be
     exercisable for at least six months after the date of grant, unless such
     Participant is Terminated before the expiration of such six-month period by
     reason of such Participant's Disability or death.

6.3. Exercise.  The Award of Stock Appreciation Rights shall not be exercisable:
         --------

(a)  in the case of any Award of Stock Appreciation Rights that are attached to
     an Incentive Stock Option granted to a Ten Percent Employee, after the
     expiration of five years from the date such Incentive Stock Option is
     granted, and, in the case of any other Award of Stock Appreciation Rights,
     after the expiration of ten years from the date of such Award. Any Award of
     Stock Appreciation Rights may be exercised during such period only at such
     time or times and in such installments as the Administrator may establish;
     (b) unless the Option or other Award to which the Award of Stock
     Appreciation Rights is attached is at the time exercisable; and (c) unless
     the Participant exercising the Award of Stock Appreciation Rights has been,
     at all times during the period beginning with the date of the grant thereof
     and ending on the date of such exercise, employed by or otherwise
     performing services for the Company or any Parent, Subsidiary or Affiliate
     of the Company, except that (i) in the case of any Award of Stock
     Appreciation Rights (other than those attached to an Incentive Stock
     Option), if such Participant is Terminated solely by reason of a period of
     Related Employment, the Participant may, during such period of Related
     Employment, exercise the Award of Stock Appreciation Rights as if such
     Participant had not been Terminated; (ii) if such Participant is Terminated
     by reason of such Participant's Disability or early, normal or deferred
     retirement under an approved retirement program of the Company or any
     Parent, Subsidiary or Affiliate of the Company (or such other plan or
     arrangement as may be approved by the Administrator for this purpose) while
     holding an Award of Stock Appreciation Rights which has not expired and has
     not been fully exercised, such Participant may, at any time within three
     years (or such other period determined by the Administrator) after the
     Termination Date (but in no event after the Award of Stock Appreciation
     Rights has expired), exercise the Award of Stock Appreciation Rights with
     respect to any Shares as to which such Participant could have exercised the
     Award of Stock Appreciation Rights on the Termination Date, or with respect
     to such greater number of Shares as determined by the Administrator; (iii)
     if such Participant is Terminated for reasons other than Related
     Employment, Disability, early, normal or deferred retirement or death while
     holding an Award of Stock Appreciation Rights which has not expired and has
     not been fully exercised, such person may exercise the Award of Stock
     Appreciation Rights at any time during the period, if any, which the
     Administrator approves (but in no event after the Award of Stock
     Appreciation Rights expires) following such Participant's Termination Date
     with respect to any Shares as to which such Participant could have
     exercised the Award of Stock Appreciation Rights on such Participant's
     Termination Date or as otherwise permitted by the Administrator; or (iv) if
     any Participant to whom an Award of Stock Appreciation Rights has been
     granted shall die holding an Award of Stock Appreciation Rights which has
     not expired and has not been fully exercised, such Participant's executors,
     administrators, heirs or distributees, as the case may be, may, at any time
     within one year (or such other period determined by the Administrator)
     after the date of death (but in no event after the Award of Stock
     Appreciation Rights has expired), exercise the Award of Stock Appreciation
     Rights with respect to any Shares as to which the decedent Participant
     could have exercised the Award of Stock Appreciation Rights at the time of
     such death, or with respect to such greater number of Shares as may be
     determined by the Administrator.

6.4.     Exercise.
         --------

(a)  An Award of Stock Appreciation Rights shall entitle the Participant (or any
     person entitled to act under the provisions of clause (iv) of Paragraph
     6.3(c) to either (i) exercise such Award and receive payment in accordance
     with such Award or (ii) surrender unexercised the Option (or other Award)
     to which the Stock Appreciation Rights is attached (or any portion of such
     Option or other Award) to the Company and to receive from the Company in
     exchange therefor, without payment to the Company, that number of Shares
     having an aggregate value equal to the excess of the Fair Market Value of
     one Share, at the time of such exercise, over the Exercise Price per share,
     times the number of Shares subject to the Award or the Option (or other
     Award), or portion thereof, which is so exercised or surrendered, as the
     case may be. The Administrator shall be entitled to elect to settle the
     obligation arising out of the exercise of Stock Appreciation Rights by the
     payment of cash or other securities or property of the Company, or other
     forms of payment, or any combination thereof, as determined by the
     Administrator, equal to the aggregate value of the Shares the Company would
     otherwise be obligated to deliver. Any such election by the Administrator
     shall be made as soon as practicable after the receipt by the Company of
     written notice of the exercise of such Stock Appreciation Rights. The value
     of a Share, other securities or property of the Company, or other forms of
     payment determined by the Administrator for this purpose shall be the Fair
     Market Value of a Share on the last business day next preceding the date of
     the election to exercise such Stock Appreciation Rights, unless the
     Administrator determines otherwise and is set forth in the Award Agreement
     with respect to such Stock Appreciation Rights. (b) An Award of Stock
     Appreciation Rights may provide that such Stock Appreciation Rights shall
     be deemed to have been exercised at the close of business on the business
     day preceding the expiration date of such Stock Appreciation Rights or of
     the related Option (or other Award), or such other date as specified by the
     Administrator, if at such time such Stock Appreciation Rights has a
     positive value. Such deemed exercise shall be settled or paid in the same
     manner as a regular exercise thereof as provided in Paragraph 6.4(a).

6.5. Fractional Shares. No fractional shares may be delivered under this Article
     6,  but,  in lieu  thereof,  a cash or  other  adjustment  shall be made as
     determined by the Administrator.

ARTICLE 7.  RESTRICTED STOCK.

7.1. Grant. An Award of Restricted Stock is an offer by the Company to sell to
     an Eligible Participant Shares that are subject to restrictions. The
     Administrator will determine to whom an offer will be made, the number of
     Shares the person may purchase, the Exercise Price to be paid, the
     restrictions to which the Shares will be subject, and all other terms and
     conditions of the Restricted Stock Award, subject to the provisions of this
     Article 7.

7.2  Form of Restricted Stock Award. All purchases under an Award of Restricted
     Stock will be evidenced by an Award Agreement that will be in such form
     (which need not be the same for each Award of Restricted Stock or
     Participant) as the Administrator will from time to time approve, and will
     comply with and be subject to the terms and conditions of the Plan. The
     offer of Restricted Stock will be accepted by the Participant's execution
     and delivery of the Award Agreement evidencing the offer to purchase the
     Restricted Stock and full payment for the Shares to the Company within 30
     days from the date such Award Agreement is tendered to such Eligible
     Participant. If such Eligible Participant does not execute and deliver such
     Award Agreement along with full payment for the Shares to the Company
     within such 30 day period, then such offer will terminate, unless otherwise
     determined by the Administrator.

7.3. Purchase Price. The Exercise Price of Shares sold pursuant to an Award of
     Restricted Stock will be determined by the Administrator on the date such
     Award is granted, except in the case of a sale to a Ten Percent
     Stockholder, in which case the Exercise Price will be 100% of the per share
     Fair Market Value on the date such Award is granted of the Shares subject
     to the Award. Payment of the Exercise Price may be made in accordance with
     Article 10 of the Plan.

7.4. Terms of Restricted Stock Awards. Each Award of Restricted Stock shall be
     subject to such restrictions as the Administrator may impose. These
     restrictions may be based upon completion of a specified number of years of
     service with the Company or upon completion of the performance goals as set
     out in advance in the Participant's individual Award Agreement. Awards of
     Restricted Stock may vary from Participant to Participant and between
     groups of Participants. Prior to the grant of an Award of Restricted Stock,
     the Administrator shall: (a) determine the nature, length and starting date
     of any performance period for the Restricted Stock Award; (b) select from
     among the performance factors to be used to measure performance goals, if
     any; and (c) determine the number of Shares that may be awarded to the
     Participant.

     Prior to the payment of any Restricted Stock pursuant to an Award, the
     Administrator shall determine the extent to which such Restricted Stock
     Award has been earned. Performance periods may overlap and Participants may
     participate simultaneously with respect to Restricted Stock Awards that are
     subject to different performance periods and having different performance
     goals and other criteria.

7.5. Termination During Performance Period. If a Participant is Terminated
     during a performance period with respect to any Award of Restricted Stock
     for any reason, then such Participant will be entitled to payment (whether
     in Shares, cash or otherwise) with respect to the Restricted Stock Award
     only to the extent earned as of the date of Termination in accordance with
     the Award Agreement with respect to such Restricted Stock, unless the
     Administrator determines otherwise.

ARTICLE 8.  PERFORMANCE GRANTS.

8.1. Award. The Award of a Performance Grant ("Performance Grant") to a
     Participant will entitle such Participant to receive a specified amount
     (the "Performance Grant Actual Value") as determined by the Administrator;
     provided that the terms and conditions specified in the Plan and in the
     Award of such Performance Grant are satisfied. Each Award of a Performance
     Grant shall be subject to the terms and conditions set forth in this
     Article 8 and such other terms and conditions, including, but not limited
     to, restrictions upon any cash, Shares, other securities or property of the
     Company, or other forms of payment, or any combination thereof, issued in
     respect of the Performance Grant, as the Administrator shall establish,
     shall be embodied in an Award Agreement in such form and substance as is
     approved by the Administrator.

8.2. Terms. The Administrator shall determine the value or range of values of a
     Performance Grant to be awarded to each Participant selected for an Award
     of a Performance Grant and whether or not such Performance Grant is granted
     in conjunction with an Award of Options, Stock Appreciation Rights,
     Restricted Stock or other type of Award, or any combination thereof, under
     the Plan (which may include, but need not be limited to, deferred Awards)
     concurrently or subsequently granted to such Participant (the "Associated
     Award").

     As determined by the Administrator, the maximum value of each Performance
     Grant (the "Maximum Value") shall be: (a) an amount fixed by the
     Administrator at the time the award is made or amended thereafter; (b) an
     amount which varies from time to time based in whole or in part on the then
     current Fair Market Value of a Share, other securities or property of the
     Company, or other securities or property, or any combination thereof; or
     (c) an amount that is determinable from criteria specified by the
     Administrator.

     Performance Grants may be issued in different classes or series having
     different names, terms and conditions. In the case of a Performance Grant
     awarded in conjunction with an Associated Award, the Performance Grant may
     be reduced on an appropriate basis to the extent that the Associated Award
     has been exercised, paid to or otherwise received by the participant, as
     determined by the Administrator.

8.3. Award Period. The award period ("Performance Grant Award Period") in
     respect of any Performance Grant shall be a period determined by the
     Administrator. At the time each Performance Grant is made, the
     Administrator shall establish performance objectives to be attained within
     the Performance Grant Award Period as the means of determining the
     Performance Grant Actual Value of such Performance Grant. The performance
     objectives shall be based on such measure or measures of performance, which
     may include, but need not be limited to, the performance of the
     Participant, the Company, one or more Subsidiary, Parent or Affiliate of
     the Company, or one or more of divisions or units thereof, or any
     combination of the foregoing, as the Administrator shall determine, and may
     be applied on an absolute basis or be relative to industry or other
     indices, or any combination thereof. Each Performance Grant Actual Value of
     a Performance Grant shall be equal to the Performance Grant Maximum Value
     of such Performance grant only if the performance objectives are attained
     in full, but the Administrator shall specify the manner in which the
     Performance Grant Actual Value shall be determined if the performance
     objectives are met in part. Such performance measures, the Performance
     Grant Actual Value or the Performance Grant Maximum Value, or any
     combination thereof, may be adjusted in any manner by the Administrator at
     any time and from time to time during or as soon as practicable after the
     Performance Grant Award Period, if it determines that such performance
     measures, the Performance grant Actual Value or the Performance Grant
     Maximum Value, or any combination thereof, are not appropriate under the
     circumstances.

8.4. Termination. The rights of a Participant in Performance Grants awarded to
     such Participant shall be provisional and may be canceled or paid in whole
     or in part, all as determined by the Administrator, if such Participant's
     continuous employment or performance of services for the Company, any
     Parent, Subsidiary and Affiliate of the Company shall terminate for any
     reason prior to the end of the Performance Grant Award Period, except
     solely by reason of a period of Related Employment.

8.5. Determination of Performance Grant Actual Values. The Committee shall
     determine whether the conditions of Paragraphs 8.2 or 8.3 have been met
     and, if so, shall ascertain the Performance Grant Actual Value of
     Performance Grants. If a Performance Grant has no Performance Grant Actual
     Value, the Award of such Performance Grant shall be deemed to have been
     canceled and the Associated Award, if any, may be canceled or permitted to
     continue in effect in accordance with such Associated Award's terms. If a
     Performance Grant has a Performance Grant Actual Value and: (a) was not
     awarded in conjunction with an Associated Award, the Administrator shall
     cause an amount equal to the Performance Grant Actual Value of such
     Performance Grant to be paid to the Participant or the Participant's
     beneficiary as provided below; or (b) was awarded in conjunction with an
     Associated Award, the Administrator shall determine, in accordance with
     criteria specified by the Administrator, whether to (i) to cancel such
     Performance Grant, in which event no amount in respect thereof shall be
     paid to the Participant or the Participant's beneficiary, and the
     Associated Award may be permitted to continue in effect in accordance with
     the Associated Award's terms, (ii) pay the Performance Grant Actual Value
     to the Participant or the Participant's beneficiary as provided below, in
     which event such Associated Award may be canceled, or (iii) pay to the
     Participant or the Participant's beneficiary as provided below, the
     Performance Grant Actual Value of only a portion of such Performance Grant,
     in which case a complimentary portion of the Associated Award may be
     permitted to continue in effect in accordance with its terms or be
     canceled, as determined by the Administrator.

     Such determination by the Administrator shall be made as promptly as
     practicable following the end of the Performance Grant Award Period or upon
     the earlier termination of employment or performance of services, or at
     such other time or times as the Administrator shall determine, and shall be
     made pursuant to criteria specified by the Administrator.

8.6. Payment. Payment of any amount in respect of the Performance Grants which
     the Administrator determines to pay as provided in this Article 8 shall be
     made by the Company as promptly as practicable after the end of the
     Performance Grant Award Period or at such other time or times as the
     Administrator shall determine, and may be made in cash, Shares, other
     securities or property of the Company, or other forms of payment, or any
     combination thereof or in such other manner, as determined by the
     Administrator. Notwithstanding anything in this Article 8 to the contrary,
     the Administrator may determine and pay out a Performance Grant Actual
     Value of a Performance Grant at any time during the Performance Grant Award
     Period.

ARTICLE 9.  STOCK BONUSES.

9.1. Awards of Stock Bonuses. A Stock Bonus is an Award of Shares (which may
     consist of Restricted Stock) for services rendered to the Company or any
     Parent, Subsidiary or Affiliate of the Company. A Stock Bonus may be
     awarded for past services already rendered to the Company, or any Parent,
     Subsidiary or Affiliate of the Company pursuant to an Award Agreement (the
     "Stock Bonus Agreement") that will be in such form (which need not be the
     same for each Participant) as the Administrator will from time to time
     approve, and will comply with and be subject to the terms and conditions of
     the Plan. A Stock Bonus may be awarded upon satisfaction of such
     performance goals as are set out in advance in the Participant's individual
     Award Agreement that will be in such form (which need not be the same for
     each Participant) as the Administrator will from time to time approve, and
     will comply with and be subject to the terms and conditions of the Plan.
     Stock Bonuses may vary from Participant to Participant and between groups
     of Participants, and may be based upon the achievement of the Company, any
     Parent, Subsidiary or Affiliate of the Company and/or individual
     performance factors or upon such other criteria as the Administrator may
     determine.

9.2  Terms of Stock Bonuses. The Administrator will determine the number of
     Shares to be awarded to the Participant. If the Stock Bonus is being earned
     upon the satisfaction of performance goals set forth in an Award Agreement,
     then the Administrator will:

     (a)  determine the nature, length and starting date of any performance
          period for each Stock Bonus; (b) select from among the performance
          factors to be used to measure the performance, if any; and (c)
          determine the number of Shares that may be awarded to the Participant.

     Prior to the payment of any Stock Bonus, the Administrator shall determine
     the extent to which such Stock Bonuses have been earned. Performance
     periods may overlap and Participants may participate simultaneously with
     respect to Stock Bonuses that are subject to different performance periods
     and different performance goals and other criteria. The number of Shares
     may be fixed or may vary in accordance with such performance goals and
     criteria as may be determined by the Administrator. The Administrator may
     adjust the performance goals applicable to the Stock Bonuses to take into
     account changes in law and accounting or tax rules and to make such
     adjustments as the Administrator deems necessary or appropriate to reflect
     the impact of extraordinary or unusual items, events or circumstances to
     avoid windfalls or hardships.

9.3. Form of Payment. The earned portion of a Stock Bonus may be paid currently
     or on a deferred basis with such interest or dividend equivalent, if any,
     as the Administrator may determine. Payment may be made in the form of cash
     or whole Shares or a combination thereof, either in a lump sum payment or
     in installments, all as the Administrator will determine.

ARTICLE 10.  PAYMENT FOR SHARE PURCHASES.

10.1.Payment. Payment for Shares purchased pursuant to this Plan may be made in
     cash (by check) or, where expressly approved for the Participant by the
     Administrator and where permitted by law:

(a)  by cancellation of indebtedness of the Company to the Participant; (b) by
     surrender of Shares that either (i) have been owned by the Participant for
     more than six months and have been paid for within the meaning of Rule 144
     promulgated under the Securities Act (and, if such shares were purchased
     from the Company by use of a promissory note, such note has been fully paid
     with respect to such shares) or (ii) were obtained by Participant in the
     public market; (c) by tender of a full recourse promissory note having such
     terms as may be approved by the Administrator and bearing interest at a
     rate sufficient to avoid imputation of income under Sections 483 and 1274
     of the Code; provided, however, that Participants who are not employees or
     directors of the Company will not be entitled to purchase Shares with a
     promissory note unless the note is adequately secured by collateral other
     than the Shares; (d) by waiver of compensation due or accrued to the
     Participant for services rendered; (e) with respect only to purchases upon
     exercise of an Option, and provided that a public market for the Company's
     stock exists, (i) through a "same day sale" commitment from the Participant
     and a broker-dealer that is a member of the National Association of
     Securities Dealers (an "NASD Dealer") whereby the Participant irrevocably
     elects to exercise the Option and to sell a portion of the Shares so
     purchased to pay for the Exercise Price, and whereby the NASD Dealer
     irrevocably commits upon receipt of such Shares to forward the Exercise
     Price directly to the Company, or (ii) through a "margin" commitment from
     the Participant and an NASD Dealer whereby the Participant irrevocably
     elects to exercise the Option and to pledge the Shares so purchased to the
     NASD Dealer in a margin account as security for a loan from the NASD Dealer
     in the amount of the Exercise Price, and whereby the NASD Dealer
     irrevocably commits upon receipt of such Shares to forward the Exercise
     Price directly to the Company; or (f) by any combination of the foregoing.

10.2.Loan Guarantees. The Company, in its sole discretion, may assist a
     Participant in paying for Shares purchased under the Plan by authorizing a
     guarantee by the Company of a third-party loan to the Participant.

ARTICLE 11.  DEFERRAL OF COMPENSATION.

11.1.Deferral Terms. The Administrator shall determine whether or not an Award
     to a Participant shall be made in conjunction with deferral of such
     Participant's salary, bonus or other compensation, or any combination
     thereof, and whether or not such deferred amounts may be: (a) forfeited to
     the Company or to other Participants, or any combination thereof, under
     certain circumstances (which may include, but need not be limited to,
     certain types of termination of employment or performance of services for
     the Company, any Parent, Subsidiary and Affiliate); (b) subject to increase
     or decrease in value based upon the attainment of or failure to attain,
     respectively, certain performance measures; and/or (c) credited with income
     equivalents (which may include, but need not be limited to, interest,
     dividends or other rates of return) until the date or dates of payment of
     such Award, if any.

ARTICLE 12.  DEFERRED PAYMENT OF AWARDS.

12.1.Deferral Terms. The Administrator may specify that the payment of all or
     any portion of cash, Shares, other securities or property of the Company,
     or any other form of payment, or any combination thereof, under an Award
     shall be deferred until a later date. Deferrals shall be for such periods
     or until the occurrence of such events, and upon such terms, as the
     Administrator shall determine. Deferred payments of Awards may be made by
     undertaking to make payment in the future based upon the performance of
     certain investment equivalents (which may include, but need not be limited
     to, government securities, Shares, other securities, property or
     consideration, or any combination thereof), together with such additional
     amounts of income equivalents (which may be compounded and may include, but
     need not be limited to, interest, dividends or other rates of return, or
     any combination thereof) as may accrue thereon until the date or dates of
     payment, such investment equivalents and such additional amounts of income
     equivalents to be determined by the Administrator.

ARTICLE 13.  AMENDMENT OR SUBSTITUTION OF AWARDS UNDER THE PLAN.

13.1.Amendments and Substitutions. The terms of any outstanding Award under the
     Plan may be amended from time to time by the Administrator in any manner
     that the Administrator deems appropriate (including, but not limited to,
     acceleration of the date of exercise of any Award and/or payments
     thereunder, or reduction of the Exercise Price of an Award); provided,
     however, that no such amendment shall adversely affect in a material manner
     any right of a Participant under such Award without the Participant's
     written consent. The Administrator may permit or require holders of Awards
     to surrender outstanding Awards as a condition precedent to the grant of
     new Awards under the Plan.

ARTICLE 14.  DESIGNATION OF BENEFICIARY BY PARTICIPANT.

14.1.Designation. A Participant may designate one or more beneficiaries to
     receive any rights and payments to which such Participant may be entitled
     in respect of any Award in the event of such Participant's death. Such
     designation shall be on a written form acceptable to and filed with the
     Administrator. The Administrator shall have the right to review and approve
     beneficiary designations. A Participant may change the Participant's
     beneficiary(ies) from time to time in the same manner as the original
     designation, unless such Participant has made an irrevocable designation.
     Any designation of beneficiary under the Plan (to the extent it is valid
     and enforceable under applicable law) shall be controlling over any other
     disposition, testamentary or otherwise, as determined by the Administrator.
     If no designated beneficiary survives the Participant and is living on the
     date on which any right or amount becomes payable to such Participant's
     beneficiary(ies), such payment will be made to the legal representatives of
     the Participant's estate, and the term "beneficiary" as used in the Plan
     shall be deemed to include such person or persons. If there is any question
     as to the legal right of any beneficiary to receive a distribution under
     the Plan, the Administrator may determine that the amount in question be
     paid to the legal representatives of the estate of the Participant, in
     which event the Company, the Administrator, the Board and the Committee and
     the members thereof will have no further liability to any person or entity
     with respect to such amount.

ARTICLE 15.  CHANGE IN CONTROL.

15.1.    Effect of a Change in Control.  Upon any Change in Control:
         -----------------------------

(a)  each Stock Option and Stock Appreciation Right that is outstanding on the
     date of such Change in Control shall be exercisable in full immediately;

(b)  all restrictions with respect to Restricted Stock shall lapse immediately,
     and the Company's right to repurchase or forfeit any Restricted Stock
     outstanding on the date of such Change in Control shall thereupon terminate
     and the certificates representing such Restricted Stock and the related
     stock powers shall be promptly delivered to the Participants entitled
     thereto; and (c) all Performance Grant Award Periods for the purposes of
     determining the amounts of Awards of Performance Grants shall end as of the
     end of the calendar quarter immediately preceding the date of such Change
     in Control, and the amount of the Performance Grant payable shall be the
     portion of the maximum possible Performance Grant allocable to the portion
     of the Performance Grant Award Period that had elapsed and the results
     achieved during such portion of the Performance Grant Award Period.

15.2.Change of Control. For this purpose, a Change in Control shall be deemed to
     occur when and only when any of the following events first occurs:

(a)  any person who is not currently such becomes the beneficial owner, directly
     or indirectly, of securities of the Company representing 20% or more of the
     combined voting power of the Company's then outstanding voting securities;
     or

(b)  three or more directors, whose election or nomination for election is not
     approved by a majority of the Incumbent Board, are elected within any
     single 24-month period to serve on the Board; or

(c)  members of the Incumbent  Board cease to constitute a majority of the Board
     without approval of the remaining members of the Incumbent Board; or

(d)  any merger (other than a merger where the Company is the survivor and there
     is no accompanying Change in Control under clauses (a), (b) or (c) of this
     Section 15.2), consolidation, liquidation or dissolution of the Company, or
     the sale of all or substantially all of the assets of the Company.

     Notwithstanding the foregoing, a Change in Control shall not be deemed to
     occur pursuant to clause (a) of this Section 15.2 solely because 20% or
     more of the combined voting power of the Company's outstanding securities
     is acquired by one or more employee benefit plans maintained by the Company
     or by any other employer, the majority interest in which is held, directly
     or indirectly, by the Company. For purposes of this Article 15, the terms
     "person" and "beneficial owner" shall have the meaning set forth in
     Sections 3(a) and 13(d) of the Exchange Act, and in the regulations
     promulgated thereunder.

ARTICLE 16.  PLAN AMENDMENT OR SUSPENSION.

16.1.Plan Amendment or Suspension. The Plan may be amended or suspended in whole
     or in part at any time and from time to time by the Board, but no amendment
     shall be effective unless and until the same is approved by stockholders of
     the Company where the failure to obtain such approval would adversely
     affect the compliance of the Plan with Sections 162 and 422 of the Code,
     Rule 16b-3 and with other applicable law. No amendment of the Plan shall
     adversely affect in a material manner any right of any Participant with
     respect to any Award theretofore granted without such Participant's written
     consent.

ARTICLE 17.  PLAN TERMINATION.

17.1.Method of Plan Termination. The Plan shall terminate upon the earlier of
     the following dates or events to occur: (a) upon the adoption of a
     resolution of the Board terminating the Plan; or (b) September 14, 2011;
     provided, however, that the Board may, prior to the expiration of such
     ten-year period, extend the term of the Plan for an additional period of up
     to five years for the grant of Awards other than Incentive Stock Options.

17.2.Effect of Termination on Outstanding Awards. No termination of the Plan
     shall materially alter or impair any of the rights or obligations of any
     person, without such person's consent, under any Award theretofore granted
     under the Plan, except that subsequent to termination of the Plan, the
     Administrator may make amendments permitted under Article 13.

ARTICLE 18.  STOCKHOLDER ADOPTION.

18.1.Stockholder Approval. The Plan shall be submitted to the stockholders of
     the Company for their approval and adoption by written consent on or before
     November 1, 2001.

18.2.Effectiveness of Plan Prior to Stockholder Approval. The Plan shall be
     effective upon approval by the Board; provided that no Shares shall be
     issued in excess of 20% of the shares of Common Stock outstanding as of the
     date of issuance and no Incentive Stock Options shall be issued unless and
     until the Plan has been approved by the stockholders of the Company as
     provided in Section 18.1.

ARTICLE 19.  TRANSFERABILITY.

19.1.Transferability. Except as may be approved by the Administrator where such
     approval shall not adversely affect compliance of the Plan with Sections
     162 and 422 of the Code and/or Rule 16b-3, a Participant's rights and
     interest under the Plan may not be assigned or transferred, hypothecated or
     encumbered in whole or in part either directly or by operation of law or
     otherwise (except in the event of a Participant's death) including, but not
     by way of limitation, execution, levy, garnishment, attachment, pledge,
     bankruptcy or in any other manner; provided, however, that any Option or
     similar right (including, but not limited to, a Stock Appreciation Right)
     offered pursuant to the Plan shall not be transferable other than by will
     or the laws of descent or pursuant to a domestic relations order and shall
     be exercisable during the Participant's lifetime only by such Participant
     or such person receiving such option pursuant to a domestic relations
     order.

ARTICLE 20.  PRIVILEGES OF STOCK OWNERSHIP; RESTRICTIONS ON SHARES.

20.1.Voting and Dividends. No Participant will have any of the rights of a
     stockholder with respect to any Shares subject to or issued pursuant to the
     Plan until such Shares are issued to the Participant. After Shares are
     issued to the Participant, the Participant will be a stockholder and have
     all the rights of a stockholder with respect to such Shares, including the
     right to vote and receive all dividends or other distributions made or paid
     with respect to such Shares; provided, however, that if such Shares are
     Restricted Stock, then any new, additional or different securities the
     Participant may become entitled to receive with respect to such Shares by
     virtue of a stock dividend, stock split or any other change in the
     corporate or capital structure of the Company will be subject to the same
     restrictions as the Restricted Stock; provided, further, that the
     Participant will have no right to retain such stock dividends or stock
     distributions with respect to Restricted Stock that is repurchased at the
     Participant's Exercise Price in accordance with an Award Agreement with
     respect to such Restricted Stock.

20.2.Financial Statements. The Company will provide financial statements to each
     Participant prior to such Participant's purchase of Shares under the Plan,
     and to each Participant annually during the period such Participant has
     Awards outstanding; provided, however, the Company will not be required to
     provide such financial statements to Participants whose services in
     connection with the Company assure them access to equivalent information.

20.3.Restrictions on Shares. At the discretion of the Administrator, the Company
     may reserve to itself and/or its assignee(s) in the Award Agreement a right
     to repurchase a portion of or all Shares issued pursuant to such Award
     Agreement and held by a Participant following such Participant's
     Termination at any time within 90 days after the later of Participant's
     Termination Date or the date Participant purchases Shares under the Plan,
     for cash and/or cancellation of purchase money indebtedness, at the
     Participant's Exercise Price or such other price as the Administrator may
     determine at the time of the grant of the Award.

ARTICLE 21.  CERTIFICATES.

21.1.Legal Restrictions; Stock Legends. All Shares or other securities delivered
     under this Plan will be subject to such stock transfer orders, legends and
     other restrictions as the Administrator may deem necessary or advisable,
     including restrictions under any applicable federal, state or foreign
     securities law, or any rules, regulations and other requirements
     promulgated under such laws or any stock exchange or automated quotation
     system upon which the Shares may be listed or quoted and each stock
     certificate evidencing such Shares and other certificates shall be
     appropriately legended.

ARTICLE 22.  ESCROW; PLEDGE OF SHARES.

22.1 Deposit of Shares; Escrow. To enforce any restrictions on a Participant's
     Shares, the Committee may require the Participant to deposit all stock
     certificates evidencing Shares, together with stock powers or other
     instruments of transfer approved by the Administrator, appropriately
     endorsed in blank, with the Company or an agent designated by the Company
     to hold in escrow until such restrictions have lapsed or terminated, and
     the Administrator may cause a legend or legends referencing such
     restrictions to be placed on the certificates. Any Participant who is
     permitted to execute a promissory note as partial or full consideration for
     the purchase of Shares under the Plan will be required to pledge and
     deposit with the Company all or part of the Shares so purchased as
     collateral to secure the payment of Participant's obligation to the Company
     under the promissory note; provided, however, that the Administrator may
     require or accept other or additional forms of collateral to secure the
     payment of such obligation and, in any event, the Company will have full
     recourse against the Participant under the promissory note notwithstanding
     any pledge of the Participant's Shares or other collateral. In connection
     with any pledge of the Shares, Participant will be required to execute and
     deliver a written pledge agreement in such form as the Administrator will
     from time to time approve. The Shares purchased with the promissory note
     may be released from the pledge on a pro rata basis as the promissory note
     is paid.

ARTICLE 23.  EXCHANGE AND BUYOUT OF AWARDS.

23.1.Exchange. The Administrator may, at any time or from time to time,
     authorize the Company, with the consent of the respective Participants, to
     issue new Awards in exchange for the surrender and cancellation of any or
     all outstanding Awards.

23.2 Buyout of Awards. The Administrator may, at any time or from time to time,
     authorize the Company to buy from a Participant an Award previously granted
     with payment in cash, Shares (including Restricted Stock) or other
     consideration, based on such terms and conditions as the Administrator and
     the Participant may agree.

ARTICLE 24.  SECURITIES LAW AND OTHER REGULATORY COMPLIANCE.

24.1.Compliance with Applicable Laws. An Award will not be effective unless such
     Award is made in compliance with all applicable federal and state
     securities laws, rules and regulations of any governmental body, and the
     requirements of any stock exchange or automated quotation system upon which
     the Shares may then be listed or quoted, as they are in effect on the date
     of grant of the Award and also on the date of exercise or other issuance.
     Notwithstanding any other provision in this Plan, the Company will have no
     obligation to issue or deliver stock certificates for Shares under this
     Plan prior to: (a) obtaining any approvals from governmental agencies that
     the Administrator determines are necessary or advisable; and/or (b)
     completion of any registration or other qualification of such Shares under
     any state or federal law or ruling of any governmental body that the
     Administrator determines to be necessary or advisable.

24.2.No Obligation to Register Shares or Awards. The Company will be under no
     obligation to register the Shares under the Securities Act or to effect
     compliance with the registration, qualification or listing requirements of
     any state securities laws, stock exchange or automated quotation system,
     and the Company will have no liability for any inability or failure to do
     so.

ARTICLE 25.  NO OBLIGATION TO EMPLOY.

25.1.No Right to Employment or Continuation of Relationship. Nothing in this
     Plan or any Award granted under the Plan will confer or be deemed to confer
     on any Participant any right to continue in the employ of, or to continue
     any other relationship with, the Company or any Parent, Subsidiary or
     Affiliate of the Company or limit in any way the right of the Company or
     any Parent, Subsidiary or Affiliate of the Company to terminate
     Participant's employment or other relationship at any time, with or without
     cause.

ARTICLE 26.  NONEXCLUSIVITY OF THE PLAN.

26.1.Neither the adoption of the Plan by the Board, the submission of the Plan
     to the stockholders of the Company for approval, nor any provision of this
     Plan will be construed as creating any limitations on the power of the
     Board or the Committee to adopt such additional compensation arrangements
     as the Board may deem desirable, including, without limitation, the
     granting of stock options and bonuses otherwise than under the Plan, and
     such arrangements may be either generally applicable or applicable only in
     specific cases.

ARTICLE 27.  MISCELLANEOUS PROVISIONS.

27.1.No Rights Unless Specifically Granted. No employee or other person shall
     have any claim or right to be granted an Award under the Plan under any
     contract, agreement or otherwise. Determinations made by the Administrator
     under the Plan need not be uniform and may be made selectively among
     Eligible Participants under the Plan, whether or not such Eligible
     Participants are similarly situated.

27.2.No Rights Until Written Evidence Delivered. No Participant or other person
     shall have any right with respect to the Plan, the Shares reserved for
     issuance under the Plan or in any Award, contingent or otherwise, until
     written evidence of the Award, in the form of an Award Agreement, shall
     have been delivered to the recipient and all the terms, conditions and
     provisions of the Plan and the Award applicable to such recipient (and each
     person claiming under or through such recipient) have been met.

27.3 Compliance with Applicable Law. No Shares, other Company securities or
     property, other securities or property, or other forms of payment shall be
     issued hereunder with respect to any Award unless counsel for the Company
     shall be satisfied that such issuance will be in compliance with applicable
     federal, state, local and foreign legal, securities exchange and other
     applicable requirements.

27.4 Compliance with Rule 16b-3. It is the intent of the Company that the Plan
     comply in all respects with Rule 16b-3 under the Exchange Act, that any
     ambiguities or inconsistencies in construction of the Plan be interpreted
     to give effect to such intention and that if any provision of the Plan is
     found not to be in compliance with Rule 16b-3, such provision shall be
     deemed null and void to the extent required to permit the Plan to comply
     with Rule 16b-3.

27.5.Right to Withhold Payments. The Company and any Parent, Subsidiary and
     Affiliate of the Company shall have the right to deduct from any payment
     made under the Plan, any federal, state, local or foreign income or other
     taxes required by law to be withheld with respect to such payment. It shall
     be a condition to the obligation of the Company to issue Shares, other
     securities or property of the Company, other securities or property, or
     other forms of payment, or any combination thereof, upon exercise,
     settlement or payment of any Award under the Plan, that the Participant (or
     any beneficiary or person entitled to act) pay to the Company, upon its
     demand, such amount as may be requested by the Company for the purpose of
     satisfying any liability to withhold federal, state, local or foreign
     income or other taxes. If the amount requested is not paid, the Company may
     refuse to issue Shares, other securities or property of the Company, other
     securities or property, or other forms of payment, or any combination
     thereof. Notwithstanding anything in the Plan to the contrary, the
     Administrator may permit an Eligible Participant (or any beneficiary or
     person entitled to act) to elect to pay a portion or all of the amount
     requested by the Company for such taxes with respect to such Award, at such
     time and in such manner as the Administrator shall deem to be appropriate,
     including, but not limited to, by authorizing the Company to withhold, or
     agreeing to surrender to the Company on or about the date such tax
     liability is determinable, Shares, other securities or property of the
     Company, other securities or property, or other forms of payment, or any
     combination thereof, owned by such person or a portion of such forms of
     payment that would otherwise be distributed, or have been distributed, as
     the case may be, pursuant to such Award to such person, having a fair
     market value equal to the amount of such taxes.

27.6.Expenses of Administration. The expenses of the Plan shall be borne by the
     Company. However, if an Award is made to an individual employed by or
     performing services for a Parent, Subsidiary or Affiliate of the Company:

(a)  if such Award results in payment of cash to the Participant, such Parent,
     Subsidiary or Affiliate shall pay to the Company an amount equal to such
     cash payment unless the Administrator shall otherwise determine;

(b)  if the Award results in the issuance by the Company to the Participant of
     Shares, other securities or property of the Company, other securities or
     property, or other forms of payment, or any combination thereof, such
     Parent, Subsidiary or Affiliate of the Company shall, unless the
     Administrator shall otherwise determine, pay to the Company an amount equal
     to the fair market value thereof, as determined by the Administrator, on
     the date such Shares, other securities or property of the Company, other
     securities or property, or other forms of payment, or any combination
     thereof, are issued (or, in the case of the issuance of Restricted Stock or
     of Shares, other securities or property of the Company, or other securities
     or property, or other forms of payment subject to transfer and forfeiture
     conditions, equal to the fair market value thereof on the date on which
     they are no longer subject to such applicable restrictions), minus the
     amount, if any, received by the Company in respect of the purchase of such
     Shares, other securities or property of the Company, other securities or
     property or other forms of payment, or any combination thereof, all as the
     Administrator shall determine; and

(c)  the foregoing obligations of any such Parent, Subsidiary or Affiliate of
     the Company shall survive and remain in effect and binding on such entity
     even if its status as a Parent, Subsidiary or Affiliate of the Company
     should subsequently cease, except as otherwise agreed by the Company and
     such Parent, Subsidiary or Affiliate.

27.7.Unfunded Plan. The Plan shall be unfunded. The Company shall not be
     required to establish any special or separate fund or to make any other
     segregation of assets to assure the payment of any Award under the Plan,
     and rights to the payment of Awards shall be no greater than the rights of
     the Company's general creditors.

27.8.Acceptance of Award Deemed Consent. By accepting any Award or other benefit
     under the Plan, each Participant and each person claiming under or through
     such Participant shall be conclusively deemed to have indicated such
     Participant's (or other person's) acceptance and ratification of, and
     consent to, any action taken by the Company, Administrator, Board or
     Committee or their respective delegates under the Plan.

27.9.Fair Market Value Determined By the Administrator. Fair market value in
     relation to other securities or property of the Company, other securities
     or property or other forms of payment of Awards under the Plan, or any
     combination thereof, as of any specific time, shall mean such value as
     determined by the Administrator in accordance with the Plan and applicable
     law.

27.10. Use of Terms.  For the purposes of the Plan, in the use of any term,  the
     singular  includes the plural and the plural includes the singular wherever
     appropriate.

27.11. Filing of Reports. The appropriate officers of the Company shall cause to
     be filed any reports, returns or other information regarding Awards
     hereunder or any Shares issued pursuant hereto as may be required by
     Section 13 or 15(d) of the Exchange Act (or any successor provision) or any
     other applicable statute, rule or regulation.

27.12. Validity; Construction; Interpretation. The validity, construction,
     interpretation, administration and effect of the Plan, and of its rules and
     regulations, and rights relating to the Plan and Award Agreements and to
     Awards granted under the Plan, shall be governed by the substantive laws,
     but not the choice of law rules, of the State of Nevada.
GERALD A. KAUFMAN
                                 ATTORNEY AT LAW
                              33 WALT WHITMAN ROAD
                       HUNTINGTON STATION, NEW YORK 11746

                                                                 Exhibit 5.1

September 28, 2001

Juniper Group, Inc.
111 Great Neck Road
Great Neck, NY 11021

Re:  Registration  Statement on Form S-8 Relating to 3,000,000  Shares of Common
     Stock, Par Value $. 001 Per Share, of Juniper Group,  Inc. issuable under a
     Stock Option Plan.

Gentlemen:

     I am counsel to Juniper Group, Inc., a Nevada corporation (the "Company"),
in connection with the filing by the Company with the Securities and Exchange
Commission pursuant to the Securities Act of 1933, as amended (the "Securities
Act"), of a registration statement on Form S-8 (the "Registration Statement")
relating to 3,000,000 shares (the "Shares") of the Company's common stock, par
value $. 001 per share (the "Common Stock"), issuable upon the exercise of
options granted pursuant to the Equity Incentive Stock Option Plan .

     I have examined and am familiar with originals or copies, certified or
otherwise identified to my satisfaction, of the Certificate of Incorporation and
By-Laws of the Company, as each is currently in effect, the Registration
Statement, the Plan, resolutions of the Board of Directors of the Company
relating to the issuance of the Shares and such other corporate documents and
records and other certificates, and I have made such investigations of law, as I
have deemed necessary or appropriate in order to render the opinions hereinafter
set forth.

     In my examination, I have assumed the genuineness of all signatures, the
legal capacity of all natural persons, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified or photostatic copies and the
authenticity of the originals of such latter documents. As to any facts material
to the opinions expressed herein which were not independently established or
verified, I have relied upon statements and representations of officers and
other representatives of the Company and others.

     Based upon and subject to the foregoing, I am of the opinion that the
Shares to be issued upon exercise of any options granted hereunder have been
duly and validly authorized and, when the Shares have been paid for in
accordance with the terms of the Plan and certificates therefore have been duly
executed and delivered, such Shares will be duly and validly issued, fully paid
and non-assessable.

     I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, I do not hereby admit that I am
within the category of persons whose consent is required under Section 7 or 11
of the Securities Act, or the rules and regulations of the Securities and
Exchange Commission thereunder.

                                        Very truly yours,

                                        /s/ Gerald A. Kaufman
                                        ---------------------
                                        Gerald A. Kaufman
Exhibit 23.2

                             GOLDSTEIN & GANZ, P.C.
                          CERTIFIED PUBLIC ACCOUNTANTS
                               98 Cuttermill Road
                           Great Neck, New York 11021
                                 (516) 487-0110
                            Facsimile (516) 487-2928

Board of Directors
Juniper Group, Inc.
111 Great Neck Road
Suite 604
Great Neck, New York  11021

     We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8, dated September 28, 2001, of Juniper Group, Inc. of our
report dated March 30, 2001, appearing on Page F-2 of Form 10-KSB for the fiscal
year ended December 31, 2000.

     This consent is in connection with the Registration Statement under the
Securities Act of 1933, as amended, 3,000,000 shares of Common Stock. par value
$.001 per share, of Juniper Group, Inc.

                                                       GOLDSTEIN & GANZ, P.C.

Great Neck, New York
September 28, 2001