As filed with the Securities and Exchange Commission on January 25, 2001
  Registration No. 33-
-------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    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
Incorporation or Organization)                       Identification Number)

              111 Great Neck Road, Suite 604, Great Neck, NY 11021
               (Address of principal executive offices) (zip code)

                   Agreements for Consulting Services for 2001
                            (Full Title of the Plan)

                             2000 Stock Option Plan
                            (Full Title of the Plan)

                             Vlado Paul Hreljanovic
                               JUNIPER GROUP, INC.
                         111 Great Neck Road, Suite 604
                            New York, New York 10022
                                 (516) 829-4670
 (Name, Address and telephone number including area code, of agent for service)

A copy of all  communications,  including  communications  sent to the agent for
service, should be sent to:

                                  Gerald A. Kaufman
                              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
<TABLE>


                         CALCULATION OF REGISTRATION FEE


<CAPTION>

                                         Proposed           Proposed
Title of                                 Maximum            Maximum               Amount of
Securities to     Amount to be        Offering Price        Aggregate           Registration
be Registered      Registered           Per Share          Offering Price            Fee
<S>               <C>                    <C>                <C>                    <C>

Stock Options     1,500,000    (1)       $ -  (2)           $  -                   $  -

Common Stock,
$.001 par value   1,500,000 shs          $1.00(6)           $1,500,000             $  454.54

Common Stock,
$.001 par value      75,000 shs(3)       $1.00(6)           $   75,000             $   22.73

Common Stock,
$.001 par value      45,000 shs(4)       $1.00(6)           $   45,000             $   13.64

Common Stock,
$.001 par value      45,000 shs(5)       $1.00(6)           $   45,000             $   13.64

                                                            ----------             ---------
                                Total                       $1,665,000             $  504.55
                                                            ==========             =========
</TABLE>

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

(1)  Represents  options  granted or to be granted  under the 2000 Stock  Option
     Plan (the "Plan") of Juniper Group, Inc. (the "Registrant").

(2)  No Registration Fee is required, pursuant to Rule 457 (h)(2).

(3)  Shares  issuable  upon exercise of options  granted to Anthony  Bossello in
     consideration  of  services  rendered  and  to be  rendered  pursuant  to a
     Consulting Agreement dated January 3, 2001.

(4)  Shares  issuable  upon  exercise of options  granted to Stephen  Apolant in
     consideration  of  services  rendered  and  to be  rendered  pursuant  to a
     Consulting Agreement dated September 22, 2000.

(5)  Shares  issuable  upon exercise of options  granted to Charles  Dilluvio in
     consideration  of  services  rendered  and  to be  rendered  pursuant  to a
     consulting agreement dated September 11, 2000.

(6)  Calculated  solely for the  purpose of  determining  the  registration  fee
     pursuant to Rule 457(h)(i) based upon the per share exercise price.

<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents By Reference

     The following  documents filed with the Securities and Exchange  Commission
(the "Commission") by the registrant,  Juniper Group, Inc., a Nevada corporation
(the  "Company"),  pursuant to the  Securities  Exchange Act of 1934, as amended
(the  "Exchange  Act"),  are  incorporated  by  reference  in this  registration
statement.

(1)  The  Company's  Annual  Report on Form  10-KSB  for the  fiscal  year ended
     December 31, 1999;

(2)  The Company's Quarterly Report on Form 10-QSB for the fiscal quarters ended
     March 31, 2000; June 30, 2000 and September 30, 2000.

(3)  The  description of the Company's  common stock,  par value $.001 per share
     (the "Common Stock"),  contained in the Company's Registration Statement on
     Form S-18 (File No. 33-35101-NY)  pursuant to Section 12(g) of the Exchange
     Act,  including  any  amendment or report filed for the purpose of updating
     such information.

     All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment  which  indicates that all securities  offered have been sold or which
registers  all  securities  then  remaining  unsold,  shall  be  deemed  to be
incorporated by reference herein and to be a part hereof from the date of filing
of such documents.  Any statement contained in a document incorporated or deemed
to be  incorporated  by  reference  herein  shall be  deemed to be  modified  or
superseded  for  purposes of this  registration  statement  to the extent that a
statement  contained  herein or in any other  subsequently  filed document which
also is incorporated  or deemed to be incorporated by reference  herein modifies
or supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
registration statement.

Item 4.  Description of Securities.
         Not applicable - Securities registered under Section 12.

Item 5.  Interests of Named Experts and Counsel.

         None

Item 6.  Indemnification of Directors and Officers

     Under the Nevada Corporation Law, a corporation's Articles of Incorporation
may contain  provisions  eliminating  or limiting  the  personal  liability of a
director  or officer to the  Corporation,  or its  stockholders  for damages for
breach of fiduciary duties as a director or officer, except the Corporation must
not  eliminate  or limit  liability  of a director  or  officer  for (a) acts or
omissions which involve  intentional  misconduct,  fraud or knowing violation of
law or (b) payment of distributions in violation of the statutes.




                                     II-2
<PAGE>


     Article 6 of the  Registrant's  By-Laws  provides that the Registrant shall
indemnify  directors and officers and their heirs,  executors and administrators
to the  full  extent  permitted  by the  Nevada  General  Corporation  Law.  The
Registrant,  by  appropriate  action of its Board of  Directors,  may  indemnify
directors and officers and their heirs, executors and administrators to the full
extent permitted by the Nevada General Corporation Law.

Item 7.  Exemption From Registration Claimed.

         Not Applicable.

Item 8.  Exhibits.

Exhibit No.    Description of Exhibit
-----------    ----------------------
4.1            2000 Stock Option Plan (the "Plan")

4.2            Form of Stock Option  Agreement  under the Plan between the
               Registrant and the holders of non-qualified stock options.

4.3            Form of Stock Option Agreement under the Plan between the
               Registrant and the holders of the incentive stock options.

4.4            Consulting Agreement between the Registrant and Anthony Bozzello
               dated Janaury 3, 2001.

4.5            Consulting Agreement between the Registrant and Stephen Apolant
               dated September 22, 2000.

4.6            Consulting Agreement between the Registrant and Charles Dilluvio
               dated September 11, 2000.                           .

5.1            Opinion of Gerald A. Kaufman.

23.1           Consent of Gerald A. Kaufman (included in Exhibit 5.1 hereto).

23.2           Consent of Goldstein & Ganz, P.C., Certified Public Accountants.

24.1           Powers of Attorney  (included on the  signature  page of this
               Registration Statement).















                                      II-3


<PAGE>


Item 9.     Required Undertakings.

The undersigned Registrant hereby undertakes:

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

(i)  To include any  prospectus  required by Section  10(a)(3) of the Securities
     Act of 1933.

(ii) 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,
     represents  a  fundamental  change  in the  information  set  forth  in the
     registration  statement.  Notwithstanding  the  foregoing,  any increase or
     decrease in the 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 a  prospectus  filed with the  commission
     pursuant to Rule 424(b),  if, in the  aggregate,  the changes in volume and
     price  represent  no more than 20 percent  change in the maximum  aggregate
     offering price set forth in the "Calculation of Registration Fee" table.


(iii)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.

(2)  That, for the purpose of determining any liability under the Securities Act
     of 1933,  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.

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

(b)  The  undersigned   Registrant  hereby  undertakes  that,  for  purposes  of
     determining  any liability under the Securities Act of 1933, each filing of
     the  Registrant's  annual report pursuant to Section 13(a) or Section 15(d)
     of the Securities Exchange Act of 1934 (and, where applicable,  each filing
     of an employee  benefit  plan's annual report  pursuant to Section 15(d) of
     the Securities  Exchange Act of 1934) 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.

(c)  Insofar as indemnification for liabilities arising under the Securities Act
     of 1933 may be permitted to directors,  officers or controlling  persons of
     the Registrant  pursuant to any  arrangement,  provision or otherwise,  the
     Registrant  has been  advised  that in the  opinion of the  Securities  and
     Exchange  Commission  such  indemnification  is  against  public  policy as
     expressed in the Securities Act of 1933 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 whether such indemnification by it is
     against  public policy as expressed in the  Securities Act of 1933 and will
     be governed by the final adjudication of such issue.














                                   II-4

<PAGE>

                                   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 of the
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 Town of Great Neck, State of New York, on January 25, 2001.

                                          JUNIPER GROUP, INC.



                                          By: /s/ Vlado P. Hreljanovic
                                              ------------------------
                                              Vlado P. Hreljanovic
                                              Chief Executive Officer


                                POWER OF ATTORNEY

     Each person whose signature  appears below hereby  constitutes and appoints
Vlado P. Hreljanovic, his true and lawful attorney-in-fact and agent, with power
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this registration statement,  and to file the same, with exhibits
thereto and other  documents in connection  therewith,  with the  Securities and
Exchange Commission,  hereby ratifying all that said  attorney-in-fact and agent
or his substitute or substitutes, or any of them, may lawfully do or cause to be
done by virtue hereof.


     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities indicated on January 25, 2001.                   .

      Signature                              Title

/s/Vlado P. Hreljanovic
-----------------------
Vlado P. Hreljanovic                     President, Chief Executive Officer,
                                         Acting Chief Financial Officer
                                         Chairman of the Board of Directors
                                         (principal executive officer &
                                         Accounting Officer


/s/ Harold A. Horowitz
----------------------
Harold A. Horowitz, Esq.                 Director



/s/ Barry S. Huston                      Director
----------------------
Barry S. Huston, Esq.



                                      II-5


<PAGE>


                                  EXHIBIT INDEX



Exhibit No.    Description of Exhibit
-----------    ----------------------

4.1            2000 Stock Option Plan (the "Plan")

4.2            Form of Stock Option  Agreement  under the Plan between the
               Registrant and the holders of non-qualified stock options.

4.3            Form of Stock Option Agreement under the Plan between the
               Registrant and the holders of the incentive stock options.

4.4            Consulting Agreement between the Registrant and Anthony Bozzello
               dated January 3, 2001.

4.5            Consulting Agreement between the Registrant and Stephen Apolant
               dated September 22, 2000.

4.6            Consulting Agreement between the Registrant and Charles Dilluvio
               dated September 11, 2000.

5.1            Opinion of Gerald A. Kaufman.

23.1           Consent of Gerald A. Kaufman (included in Exhibit 5.1 hereto).

23.2           Consent of Goldstein & Ganz, P.C., Certified Public Accountants.

24.1           Powers of Attorney  (included on the  signature  page of this
               Registration Statement).





















                                      II-6

<PAGE>

                                                            Exhibit 4.1
                                                            -----------

                              Juniper Group, Inc.
                             2000 Stock Option Plan

1.  Purposes.

     The JUNIPER GROUP,  INC. 2000 STOCK OPTION PLAN (the "Plan") is intended to
provide the employees,  directors,  independent  contractors  and consultants of
Juniper Group, Inc. (the "Company") and/or any subsidiary or parent thereof with
an added incentive to commence and/or continue their services to the Company and
to induce them to exert their maximum efforts toward the Company's  success.  By
thus encouraging employees,  directors,  independent contractors and consultants
and promoting  their  continued  association  with the Company,  the Plan may be
expected  to benefit  the  Company  and its  stockholders.  The Plan  allows the
Company to grant Incentive Stock Options  ("ISOs") (as defined in Section 422(b)
of the Internal  Revenue Code of 1986,  as amended (the  "Code"),  Non-Qualified
Stock Options ("NQSOs") not intended to qualify under Section 422(b) of the Code
and Stock Appreciation Rights ("SARs") (collectively the "Options"). The vesting
of one or more  Options  granted  hereunder  may be based on the  attainment  of
specified  performance  goals  of  the  participant  or the  performance  of the
Company, one or more subsidiaries,  parent and/or division of one or more of the
above.

2.  Shares Subject to the Plan.

     The total number of shares of Common Stock of the Company,  $.001 par value
per share,  that may be subject to Options  granted  under the Plan shall be one
million  five  hundred  thousand  (1,500,000)  in  the  aggregate,   subject  to
adjustment as provided in Paragraph 8 of the Plan; however,  the grant of an ISO
to an employee  together  with a tandem SAR or any NQSO to an employee  together
with a tandem SAR shall only require one share of Common Stock available subject
to the Plan to satisfy such joint  Option.  The Company shall at all times while
the Plan is in force  reserve  such number of shares of Common  Stock as will be
sufficient to satisfy the  requirement of outstanding  Options granted under the
Plan.  In the event any Option  granted under the Plan shall expire or terminate
for any reason  without  having  been  exercised  in full or shall cease for any
reason to be  exercisable in whole or in part,  the  unpurchased  shares subject
thereto shall again be available for granting of Options under the Plan.

3.  Eligibility.

     ISO's  or  ISO's  in  tandem  with  SAR's   (provided  the  SAR  meets  the
requirements  set forth in Temp. Reg. Section  14a.422A-1,  A-39 (a) through (e)
inclusive)  may be  granted  from  time to time  under  the  Plan to one or more
employees of the Company or of a "subsidiary" or "parent" of the Company, as the
quoted  terms are  defined  within  Section  424 of the Code.  An  Officer is an
employee for the above purposes.  However,  a director of the Company who is not
otherwise  an employee is not deemed an employee  for such  purposes.  NQSOs and
NQSOs in tandem with SARs may be granted from time to time under the Plan to one
or more employees of the Company,  Officers,  members of the Board of Directors,
independent contractors, consultants and other individuals who are not employees
of, but are involved in the  continuing  development  and success of the Company
and/or of a subsidiary  of the Company,  including  persons who have  previously
been granted Options under the Plan.

4.  Administration of the Plan.

     (a) The Plan shall be administered by the Board of Directors of the Company
as such  Board  of  Directors  may be  composed  from  time to  time  and/or  by
Compensation  Committee (the "Committee")  which shall be comprised of solely of
at  least  two  Outside  Directors  (as  such  term is  defined  in  regulations
promulgated  from time to time with  respect to Section  162(m)(4)(C)(i)  of the
Code) appointed by such Board of Directors of the Company.  As and to the extent
authorized by the Board of Directors of the Company,  the Committee may exercise
the power and authority vested in the Board of Directors under the Plan.  Within
the limits of the express  provisions  of the Plan,  the Board of  Directors  or
Committee  shall  have  the  authority,  in its  discretion,  to  determine  the
individuals to whom,  and the time or times at which,  Options shall be granted,
the character of such Options (whether ISOs,  NQSOs,  and/or SARs in tandem with
NQSOs, and/or SARs in tandem with ISOs) and the number of shares of Common Stock
to be subject to each  Option,  the  manner and form in which the  optionee  can
tender  payment upon the exercise of his Option,  and to interpret  the Plan, to
prescribe,  amend and rescind  rules and  regulations  relating to the Plan,  to
determine the terms and provisions of Option agreements that may be entered into
in  connection  with  Options  (which  need not be  identical),  subject  to the
limitation   that   agreements   granting  ISOs  must  be  consistent  with  the
requirements  for the ISOs being  qualified  as  "incentive  stock  options"  as
provided in Section 422 of the Code,  and to make all other  determinations  and
take all other  actions  necessary or advisable  for the  administration  of the
Plan. In making such determinations, the Board of Directors and/or the Committee
may take into account the nature of the services  rendered by such  individuals,
their present and potential  contributions  to the Company's  success,  and such
other factors as the Board of Directors and/or the Committee, in its discretion,
shall  deem   relevant.   The  Board  of  Directors'   and/or  the   Committee's
determinations on the matters referred to in this Paragraph shall be conclusive.

     (b) Notwithstanding  anything contained herein to the contrary,  at anytime
during the period the Company's  Common Stock is registered  pursuant to Section
12(g) of the Securities Exchange Act of 1934 (the "1934 Act"), the Committee, if
one has been  appointed to  administer  all or part of the Plan,  shall have the
exclusive  right to grant Options to covered  employees as defined under Section
162(m)(3) of the Code (generally  persons subject to Section 16 of the 1934 Act)
and set forth the terms and conditions thereof.  With respect to persons subject
to Section 16 of the 1934 Act,  transactions under the Plan are intended, to the
extent  possible,  to comply with all  applicable  conditions of Rule 16b-3,  as
amended from time to time, (and its successor provisions, if any) under the 1934
Act and  Section  162(m)(4)(C)  of the  Code,  as  amended.  To the  extent  any
provision of the Plan or action by the Board of Directors or Committee  fails to
so comply,  it shall be deemed null and void, to the extent permitted by law and
deemed advisable by the Board of Directors and/or such Committee.

5.  Terms of Options.

     Within  the  limits of the  express  provisions  of the Plan,  the Board of
Directors or the Committee may grant either ISOs or NQSOs or SARs in tandem with
NQSOs or SARs in tandem with ISOs.  An ISO or an NQSO  enables  the  optionee to
purchase from the Company,  at any time during a specified  exercise  period,  a
specified  number of shares of Common  Stock at a specified  price (the  "Option
Price").  The  optionee,  if  granted  a SAR in tandem  with a NQSO or ISO,  may
receive from the Company,  in lieu of exercising  his option to purchase  shares
pursuant to his NQSO or ISO, at one of the certain  specified  times  during the
exercise  period  of the  NQSO or ISO as set by the  Board of  Directors  or the
Committee, the excess of the fair market value upon such exercise (as determined
in accordance with  subparagraph (b) of this Paragraph 5) of one share of Common
Stock  over the  Option  Price per  share  specified  upon  grant of the NQSO or
ISO/SAR multiplied by the number of shares of Common Stock covered by the SAR so
exercised.  The character and terms of each Option  granted under the Plan shall
be determined by the Board of Directors and/or the Committee consistent with the
provisions of the Plan, including the following:

     (a) An Option  granted under the Plan must be granted  within 10 years from
the  date  the  Plan  is  adopted,  or the  date  the  Plan is  approved  by the
stockholders of the Company, whichever is earlier.

     (b) The Option Price of the shares of Common Stock  subject to each ISO and
each SAR  issued  in tandem  with an ISO shall not be less than the fair  market
value of such shares of Common Stock at the time such ISO is granted.  Such fair
market value shall be determined by the Board of Directors and, if the shares of
Common  Stock are  listed on a  national  securities  exchange  or traded on the
over-the-counter  market,  the fair market  value shall be the closing  price on
such exchange,  or the mean of the closing bid and asked prices of the shares of
Common  Stock on the  over-the-counter  market,  as reported by the Nasdaq Stock
Market, the National Association of Securities Dealers OTC Bulletin Board or the
National  Quotation  Bureau,  Inc.,  as the case may be, on the day on which the
Option is granted or, if there is no closing price or bid or asked price on that
day,  the closing  price or mean of the closing bid and asked prices on the most
recent  day  preceding  the day on which the  Option is  granted  for which such
prices are  available.  If an ISO or SAR in tandem with an ISO is granted to any
individual who,  immediately before the ISO is to be granted,  owns (directly or
through  attribution)  more than 10% of the total  combined  voting power of all
classes  of  capital  stock of the  Company  or a  subsidiary  or  parent of the
Company,  the  Option  Price of the shares of Common  Stock  subject to such ISO
shall not be less than 110% of the fair market  value per share of the shares of
Common Stock at the time such ISO is granted.

     (c) The Option Price of the shares of Common Stock subject to an NQSO or an
SAR in tandem with a NQSO granted  pursuant to the Plan shall be  determined  by
the Board of Directors or the Committee, in its sole discretion,  subject to any
minimum option price  established  from time to time under any state  securities
law with respect to grants in such states.

     (d) In no event shall any Option  granted under the Plan have an expiration
date later than 10 years from the date of its  grant,  and all  Options  granted
under the Plan shall be subject to earlier  termination as expressly provided in
Paragraph 6 hereof.  If an ISO or an SAR in tandem with an ISO is granted to any
individual who, immediately before the ISO is granted, owns (directly or through
attribution)  more that 10% of the total combined voting power of all classes of
capital stock of the Company or of a subsidiary  or parent of the Company,  such
ISO shall by its terms expire and shall not be exercisable  after the expiration
of five (5) years from the date of its grant.


     (e) An SAR may be exercised  at any time during the exercise  period of the
ISO or NQSO with which it is granted in tandem and prior to the exercise of such
ISO or NQSO.  Notwithstanding  the foregoing,  the Board of Directors and/or the
Committee  shall in their  discretion  determine from time to time the terms and
conditions of SAR's to be granted, which terms may vary from the afore-described
conditions,  and  which  terms  shall be set  forth in a  written  stock  option
agreement  evidencing  the SAR  granted  in  tandem  with the ISO or  NQSO.  The
exercise  of an SAR  granted  in tandem  with an ISO or NQSO  shall be deemed to
cancel such number of shares subject to the  unexercised  Option as were subject
to the exercised SAR. The Board of Directors or the Committee has the discretion
to alter the terms of the SARS if  necessary  to comply  with  Federal  or state
securities law. Amounts to be paid by the Company in connection with an SAR may,
in the  Board of  Director's  or the  Committee's  discretion,  be made in cash,
Common Stock or a combination thereof.

     (f) An Option granted under the Plan shall become exercisable,  in whole at
any time or in part  from time to time,  but in no event  may an  Option  (i) be
exercised  as to less than one hundred  (100)  shares of Common Stock at any one
time, or the remaining shares of Common Stock covered by the Option if less than
one hundred (100),  and (ii) except with respect to  performance  based Options,
become fully  exercisable  more than five years from the date of its grant,  nor
shall less than 20% of the Option become exercisable in in any of the first five
years of the Option,  if not  terminated  as  provided in Section 6 hereof.  The
Board of Directors or the Committee,  if applicable,  shall,  in the event it so
elects  in its  sole  discretion,  set one or more  performance  standards  with
respect  to one or  more  Options  upon  which  vesting  is  conditioned  (which
performance standards may vary among the Options).

     (g) An Option  granted under the Plan shall be exercised by the delivery by
the holder  thereof to the Company at its principal  office (to the attention of
the  Secretary)  of written  notice of the number of full shares of Common Stock
with respect to which the Option is being  exercised,  accompanied by payment in
full,  which  payment at the option of the optionee  shall be in the form of (i)
cash or  certified  or bank check  payable to the order of the  Company,  of the
Option  Price of such  shares of Common  Stock,  or,  (ii) if  permitted  by the
Committee or the Board of Directors, as determined by the Committee or the Board
of Directors in its sole  discretion at the time of the grant of the Option with
respect  to an ISO and at or prior to the time of  exercise  with  respect  to a
NQSO, by the delivery of shares of Common Stock having a fair market value equal
to the Option  Price or the  delivery  of an  interest-bearing  promissory  note
having an original  principal  balance equal to the Option Price and an interest
rate not below the rate which would  result in imputed  interest  under the Code
(provided,  in order to qualify as an ISO,  more than one year shall have passed
since the date of grant and one year from the date of exercise), or (iii) at the
option of the Committee or the Board of  Directors,  determined by the Committee
or the Board of Directors in its sole discretion at the time of the grant of the
Option  with  respect  to an ISO and at or prior to the  time of  exercise  with
respect to a NQSO, by a combination of cash,  promissory note and/or such shares
of Common Stock  (subject to the  restriction  above) held by the employee  that
have a fair market value  together  with such cash and  principal  amount of any
promissory note that shall equal the Option Price, or (iv) to the extent allowed
by applicable  Federal and state securities laws, at the option of the Committee
or the  Board of  Directors  in its sole  discretion  at or prior to the time of
exercise,  by  surrender  to the  Company  of a number  of  options  having  an
"in-the-money value" that shall equal the Option Price ("in-the-money" value for
this  purpose  shall be the excess of Common Stock at the date of grant over the
Option  Price).  Furthermore,  the Committee or Board of Directors,  in its sole
discretion,  may provide for  withholding as set forth in Paragraph 9(c) hereof.
In the event an  employee  is granted  an ISO or NQSO in tandem  with an SAR and
desires to exercise such SAR, such written notice shall so state such intention.
To the extent  allowed by  applicable  Federal and state  securities  laws,  the
Option  Price may also be paid in full by a  broker-dealer  to whom the optionee
has submitted an exercise  notice  consisting  of a fully  endorsed  Option,  or
through  any  other  medium of  payment  as the Board of  Directors  and/or  the
Committee, in its discretion, shall authorize.

     (h) The holder of an Option shall have none of the rights of a  stockholder
with respect to the shares of Common Stock covered by such holder's Option until
such shares of Common  Stock shall be issued to such holder upon the exercise of
the Option.

     (i) All ISOs or SARs in tandem with ISOs  granted  under the Plan shall not
be transferable  otherwise than by will or the laws of descent and  distribution
and may be  exercised  during the  lifetime  of the holder  thereof  only by the
holder.  The Board or the Committee,  in its sole  discretion,  shall  determine
whether  an  Option  other  than an ISO or SAR in  tandem  with an ISO  shall be
transferable.  No Option  granted  under the Plan shall be subject to execution,
attachment or other process.

     (j) The aggregate  fair market value,  determined as of the time any ISO or
SAR in  tandem  with  an ISO is  granted  and  in  the  manner  provided  for by
Subparagraph (b) of this Paragraph 5, of the shares of Common Stock with respect
to which ISOs granted under the Plan are  exercisable  for the first time during
any  calendar  year and under  incentive  stock  options  qualifying  as such in
accordance  with Section 422 of the Code granted under any other incentive stock
option plan maintained by the Company or its parent or subsidiary  corporations,
shall not exceed  $100,000.  Any grant of Options in excess of such amount shall
be deemed a grant of a NQSO.

     (k) Notwithstanding anything contained herein to the contrary, an SAR which
was granted in tandem with an ISO shall (i) expire no later than the  expiration
of the  underlying  ISO; (ii) be for no more than 100% of the spread at the time
the SAR is exercised;  (iii) shall only be transferable  when the underlying ISO
is  transferable;  (iv) only be exercised when the underlying ISO is eligible to
be exercised; and (v) only be exercisable when there is a positive spread.

     (l) In no  event  shall an  employee  be  granted  Options  for  more  than
1,000,000  shares of Common Stock during any calendar year period (giving effect
to the 1:10 reverse stock split that  occurred on December 13, 2000);  provided,
however,  that the limitation set forth in this Section 5(l) shall be subject to
adjustment as provided in Section 8 herein.

6.  Death or Termination of Employment/Consulting Relationship.

     (a) Except as provided  herein,  or  otherwise  determined  by the Board of
Directors  or  the  Committee  in  its  sole  discretion,  upon  termination  of
employment  with  the  Company  voluntarily  by  employee  or  termination  of a
consulting  relationship  with the Company prior to the  termination of the term
thereof,  a holder of an Option under the Plan may exercise  such Options to the
extent such Options were  exercisable  as of the date of termination at any time
within  three (3)  months  after the date of such  termination,  subject  to the
provisions of  Subparagraph  (d) of this Paragraph 6.  Notwithstanding  anything
contained herein to the contrary,  unless  otherwise  determined by the Board of
Directors or the Committee in its sole discretion, any options granted hereunder
to an optionee and then outstanding shall immediately terminate in the event the
optionee is terminated as a result of performing services for the Company in bad
faith or has been  convicted of a felony  committed  against the Company,  or is
terminated  for cause,  and the other  provisions of this Section 6 shall not be
applicable thereto.  For purposes of this Section 6, termination for cause shall
be deemed the decision of the Company in its sole discretion,  that the Optionee
has not adequately performed the services for which he/she/it was hired.

     (b) If the  holder  of an  Option  granted  under  the Plan  dies (i) while
employed by the Company or a subsidiary or parent corporation or while providing
consulting services to the Company or a subsidiary or parent corporation or (ii)
within   three   (3)   months   after   the   termination   of   such   holder's
employment/consulting,   such  Options  may,   subject  to  the   provisions  of
subparagraph  (d) of this  Paragraph 6, be exercised by a legatee or legatees of
such Option under such individual's  last will or by such individual's  personal
representatives  or  distributees  at any time within such time as determined by
the Board of Directors or the Committee in its sole discretion, but in any event
within twelve  months,  less one (1) day after the  individual's  death,  to the
extent  such  Options  were  exercisable  as of the  date  of  death  or date of
termination of employment, whichever date is earlier.

     (c) If the holder of an Option under the Plan becomes  disabled  within the
definition  of section  22(e)(3) of the Code while  employed by the Company or a
subsidiary or parent corporation,  such Option may, subject to the provisions of
subparagraph (d) of this Paragraph 6, be exercised at any time within six months
less  one  day  after  such  holder's  termination  of  employment  due  to  the
disability.

     (d)  Except  as  otherwise  determined  by the  Board of  Directors  or the
Committee in its sole  discretion,  an Option may not be  exercised  pursuant to
this  Paragraph 6 except to the extent that the holder was  entitled to exercise
the Option at the time of termination of employment,  consulting relationship or
death, and in any event may not be exercised after the original  expiration date
of the Option.  Notwithstanding  anything  contained  herein which may be to the
contrary,  such  termination or death prior to vesting shall,  unless  otherwise
determined by the Board of Directors or Committee,  in its sole  discretion,  be
deemed to occur at a time the holder was not entitled to exercise the Option.

     (e) The Board of Directors or the Committee, in its sole discretion, may at
such time or times as it deems appropriate,  if ever,  accelerate all or part of
the vesting  provisions  with respect to one or more  outstanding  options.  The
acceleration  of  one  Option  shall  not  infer  that  any  Option  is or to be
accelerated.

7.  Leave of Absence.

     For the  purposes  of the Plan,  an  individual  who is on military or sick
leave or other bona fide leave of absence  (such as temporary  employment by the
Government)  shall be considered as remaining in the employ of the Company or of
a subsidiary or parent corporation for ninety (90) days or such longer period as
such  individual's  right to reemployment is guaranteed  either by statute or by
contract.

8.  Adjustment Upon Changes in Capitalization.

     (a) In the event that the outstanding  shares of Common Stock are hereafter
changed  by  reason  of  recapitalization,   reclassification,  stock  split-up,
combination  or  exchange  of  shares of  Common  Stock or the  like,  or by the
issuance  of  dividends  payable  in  shares  of Common  Stock,  an  appropriate
adjustment  shall be made by the Board of Directors,  as determined by the Board
of Directors  and/or the Committee,  in the aggregate number of shares of Common
Stock available under the Plan, in the number of shares of Common Stock issuable
upon exercise of  outstanding  Options,  and the Option Price per share.  In the
event  of any  consolidation  or  merger  of the  Company  with or into  another
company,  or the  conveyance  of all or  substantially  all of the assets of the
Company to  another  company  for  solely  stock  and/or  securities,  each then
outstanding Option shall upon exercise  thereafter entitle the holder thereof to
such number of shares of Common Stock or other securities or property to which a
holder of shares of Common Stock of the Company would have been entitled to upon
such  consolidation,  merger or  conveyance;  and in any such  case  appropriate
adjustment, as determined by the Board of Directors of the Company (or successor
entity)  shall be made as set forth above with respect to any future  changes in
the  capitalization  of the Company or its successor entity. In the event of the
proposed  dissolution or  liquidation of the Company,  or, except as provided in
(b) below,  the sale of  substantially  all the assets of the  Company for other
than  stock  and/or  securities,  all  outstanding  Options  under the Plan will
automatically terminate,  unless otherwise provided by the Board of Directors of
the Company or any authorized committee thereof.

     (b) Any Option granted under the Plan,  may, at the discretion of the Board
of Directors of the Company and said other corporation, be exchanged for options
to purchase  shares of capital stock of another  corporation  which the Company,
and/or a  subsidiary  thereof is merged  into,  consolidated  with,  or all or a
substantial  portion of the property or stock of which is acquired by said other
corporation or separated or reorganized into. The terms, provisions and benefits
to the optionee of such substitute  option(s) shall in all respects be identical
to the terms,  provisions and benefits of optionee under his Option(s)  prior to
said  substitution.  To the extent the above may be  inconsistent  with Sections
424(a)(1) and (2) of the Code,  the above shall be deemed  interpreted  so as to
comply therewith.

     (c) Any  adjustment  in the number of shares of Common  Stock  shall  apply
proportionately  to  only  the  unexercised   portion  of  the  Options  granted
hereunder.  If  fractions  of shares of Common  Stock would result from any such
adjustment,  the adjustment  shall be revised to the next higher whole number of
shares of Common  Stock.  No  adjustment  shall be made  with  respect  to stock
dividends or splits which do not exceed 5% in a fiscal year,  cash  dividends or
the  issuance  to share  holders  of the  Grantor  or  rights to  subscribe  for
additional shares of Common Stock or other securities.

9. Further Conditions of Exercise.

     (a) Unless the shares of Common  Stock  issuable  upon the  exercise  of an
Option have been registered with the Securities and Exchange Commission pursuant
to the Securities Act of 1933, as amended,  prior to the exercise of the Option,
an optionee must  represent in writing to the Company that such shares of Common
Stock  are  being  acquired  for  investment  purposes  only and not with a view
towards  the  further  resale or  distribution  thereof,  and must supply to the
Company such other  documentation  as may be required by the Company,  unless in
the  opinion  of  counsel  to the  Company  such  representation,  agreement  or
documentation is not necessary to comply with said Act.

     (b) The  Company  shall not be  obligated  to deliver  any shares of Common
Stock  until  they have been  listed on each  securities  exchange  on which the
shares of Common Stock may then be listed or until there has been  qualification
under or compliance with such state or federal laws, rules or regulations as the
Company may deem applicable.

     (c) The Board of Directors or Committee may make such  provisions  and take
such steps as it may deem  necessary or appropriate  for the  withholding of any
taxes that the Company is required by any law or regulation of any  governmental
authority,  whether federal, state or local, domestic or foreign, to withhold in
connection with the exercise of any Option,  including,  but not limited to, (i)
the withholding of payment of all or any portion of such Option and/or SAR until
the holder  reimburses  the  Company  for the amount the  Company is required to
withhold  with respect to such taxes,  or (ii) the  cancelling  of any number of
shares of Common Stock  issuable  upon  exercise of such Option and/or SAR in an
amount  sufficient  to reimburse the Company for the amount it is required to so
withhold, (iii) the selling of any property contingently credited by the Company
for the purpose of exercising such Option, in order to withhold or reimburse the
Company for the amount it is required to so withhold,  or (iv)  withholding  the
amount due from such employee's wages if the employee is employed by the Company
or any subsidiary thereof.

10.  Termination, Modification and Amendment.

     (a) The Plan (but not  Options  previously  granted  under the Plan)  shall
terminate  ten (10) years from the  earliest of the date of its  adoption by the
Board of Directors,  or the date the Plan is approved by the stockholders of the
Company,  or such date of termination,  as hereinafter  provided,  and no Option
shall be granted after termination of the Plan.

     (b) The Plan may from time to time be  terminated,  modified  or amended by
the affirmative  vote of the holders of a majority of the outstanding  shares of
capital stock of the Company entitled to vote thereon.

     (c) The Board of  Directors  of the Company  may at any time,  prior to ten
(10) years  from the  earlier  of the date of the  adoption  of the Plan by such
Board  of  Directors  or the  date the  Plan is  approved  by the  stockholders,
terminate the Plan or from time to time make such modifications or amendments of
the  Plan as it may  deem  advisable;  provided,  however,  that  the  Board  of
Directors shall not,  without approval by the affirmative vote of the holders of
a majority of the outstanding shares of capital stock of the Company entitled to
vote thereon, increase (except as provided by Paragraph 8) the maximum number of
shares of Common  Stock as to which  Options or shares may be granted  under the
Plan, or  materially  change the standards of  eligibility  under the Plan.  Any
amendment to the Plan which,  in the opinion of counsel to the Company,  will be
deemed to result in the  adoption  of a new Plan,  will not be  effective  until
approved by the affirmative vote of the holders of a majority of the outstanding
shares of capital stock of the Company entitled to vote thereon.

     (d) No  termination,  modification  or amendment of the Plan may  adversely
affect  the rights  under any  outstanding  Option  without  the  consent of the
individual to whom such Option shall have been previously granted.

11.  Effective Date of the Plan.

     The Plan shall become  effective upon adoption by the Board of Directors of
the Company.  The Plan shall be subject to approval by the  affirmative  vote of
the  holders of a majority  of the  outstanding  shares of capital  stock of the
Company entitled to vote thereon within one year before or after adoption of the
Plan by the Board of Directors.

12.  Not a Contract of Employment.

     Nothing contained in the Plan or in any option agreement  executed pursuant
hereto shall be deemed to confer upon any individual to whom an Option is or may
be granted  hereunder  any right to remain in the employ of the  Company or of a
subsidiary  or  parent  of the  Company  or in any way  limit  the  right of the
Company,  or of any parent or subsidiary thereof, to terminate the employment of
any employee.

13.  Other Compensation Plans.

     The  adoption  of the Plan shall not affect any other  stock  option  plan,
incentive  plan or any other  compensation  plan in effect for the Company,  nor
shall the Plan  preclude the Company from  establishing  any other form of stock
option plan, incentive plan or any other compensation plan.

<PAGE>
                                                                Exhibit 4.2

               NON-QUALIFIED STOCK OPTION AGREEMENT


     AGREEMENT made as of the 2nd day of January,  2001, by and between  Juniper
Group, Inc. Inc., a Nevada  corporation,  having its principal executive offices
at 111 Great  Neck  Road,  Suite  604,  Great  Neck,  NY 11021  (the  "Grantor")
----------- and , with an address at ------------------- ("Optionee").

     WHEREAS, Optionee is an employee of the Grantor as of the date hereof;

     WHEREAS,  Grantor is desirous of  increasing  the  incentive of Optionee to
exert Optione's utmost efforts to improve the business of the Grantor.

     NOW,  THEREFORE,  in consideration of the Optione's service to the Grantor,
and for other good and valuable consideration,  the Grantor hereby grants to the
Optionee options to purchase common stock of the Grantor ("Common stock") on the
following terms and conditions:

         1.       Option.

     Pursuant  to its 2000 Stock  Option  Plan,  as amended  (the  "Plan"),  the
Grantor hereby grants to Optionee a non-qualified  stock option (not intended to
qualify as an  incentive  stock  option plan under  Section 422 of the  Internal
Revenue  Code of 1986,  as amended) to purchase up to an aggregate of fully paid
and non-assessable shares of Common Stock of the Grantor (the "Shares"), subject
to the terms and conditions set forth below.

         2.       Purchase Price.

     The Grantor shall pay all original  issue or transfer taxes on the exercise
of this option and all other fees and expenses  necessarily  incurred by Grantor
in connection  therewith.  The purchase price per Share is as more  particularly
set forth in Paragraph 3 below.

         3.       Exercise of Option.

          (a)  All of said options shall become  exercisable  on the date hereof
               at a  purchase  price of $XX per Share and be  exercisable  until
               December 31, 200--.

          (b)  The Optionee may exercise all or any part of his option hereunder
               by delivering a Notice of Exercise  substantially  in the form of
               Exhibit A appended  hereto to the  Grantor  hand  delivery  or by
               registered or certified mail, return receipt requested, addressed
               to its  principal  office  specifying  the number of Shares  that
               Optionee desires to purchase which notice shall be accompanied by
               payment in the form of (i) a certified  or bank  cashier's  check
               payable  to the order of the  Grantor  in an amount  equal to the
               Exercise Price  multiplied by the number of Shares for which this
               option is being  exercised,  (ii) by delivery of shares of Common
               Stock having a fair market  value equal to the Exercise  Price of
               the Shares for which this option is being exercised,  (iii)a full
               recourse  note  equal  to the  Exercise  Price  and an  agreement
               leaving the Shares with Grantor as collateral until full payment,
               and  (iv)  any  combination  thereof.   Notwithstanding  anything
               contained  herein  to the  contrary,  to the  extent  allowed  by
               applicable  federal and state securities laws, the Exercise Price
               may also be paid in full by a broker-dealer  to whom Optionee has
               submitted a Notice of Exercise.

          (c)  The  Optionee  may also convert all or any portion of the options
               granted  hereunder  into  the  number  of  Shares  determined  in
               accordance  with the  formula  set forth  below by  delivering  a
               Notice  of  Conversion  substantially  in the form of  Exhibit  A
               appended  hereto to the Company by hand  delivery or by certified
               or registered mail,  return receipt  requested,  addressed to its
               principal office.

          X =      Y(A-B)
                     A

          Where: X = the number of the Shares to be issued to the Optionee  upon
               conversion pursuant to this clause (c).

          Y    = the number of Shares represented by the options so converted.

          A    = the fair  market  value (as  determined  under the Plan) of one
               share of Common Stock on the trading date  immediately  preceding
               the Company's receipt of the Notice of Conversion.

          B    = the Exercise Price.

          (d)  As soon as practicable after exercise or conversion,  the Grantor
               shall cause to be delivered to the Optionee  certificates  issued
               in the Optionee's  name  evidencing  the Shares  purchased by the
               Optionee.

         4.      Option and Employment.

          If the  employment  relationship  is  terminated  for any reason,  the
     options  granted  to  Optionee  hereunder  shall  remain  in  effect  until
     expiration.

         5.      Divisibility and Non-Assignability of the Options.

          (a) Optionee may exercise the options herein granted from time to time
     during the periods of their  respective  effectiveness  with respect to any
     whole number of Shares included  therein,  but in no event may an option be
     exercised  as to less  than 100  Shares  at any one  time,  except  for the
     remaining Shares covered by the option if less than 100.

          (b) Optionee  may not give,  grant,  sell,  exchange,  transfer  legal
     title,  pledge,  assign or  otherwise  encumber  or dispose of the  options
     herein granted or any interest therein,  otherwise than by will or the laws
     of descent and  distribution,  and these options,  or any of them, shall be
     exercisable during Optionee's lifetime only by Optionee.

         6.      Stock as Investment.

     By accepting these options, Optionee agrees for Optionee,  Optionee's heirs
and legatees that any and all Shares  purchased  hereunder shall be acquired for
investment and not for sale or distribution, and upon the issuance of any or all
of the Shares Optionee,  or Optionee's  heirs or legatees  receiving the Shares,
shall deliver to Grantor a representation in writing,  that the Shares are being
acquired in good faith for investment and not for sale or distribution.  Grantor
may place a "stop  transfer"  order with respect to the Shares with its transfer
agent and place an appropriate  restrictive  legend on the stock  certificate(s)
evidencing the Shares.

         7.      Restriction on Issuance of Shares.

     Grantor  shall not be  required  to issue or deliver  any  certificate  for
Shares purchased upon the exercise of any option unless (a) the issuance of such
shares has been registered with the Securities and Exchange Commission under the
Securities  Act of 1933,  as amended,  or counsel to Grantor shall have given an
opinion that such  registration  is not required;  (b)  approval,  to the extent
required,  shall  have been  obtained  from any  state  regulatory  body  having
jurisdiction  thereof;  and (c)  permission  for the listing of such shares,  if
required,  shall have been given by NASDAQ and any national  securities exchange
on which the Common Stock of Grantor is at the time of issuance listed.

         8.      Adjustments; Merger or Consolidation

          (a) In the event of changes in the outstanding Common Stock of Grantor
     by reason of stock  dividends,  stock splits,  recapitalizations,  mergers,
     consolidations,   combinations,   or  exchanges  of  shares,   separations,
     reorganizations,  or  liquidations,  the  number  and class of shares as to
     which the options may be  exercised  shall be  correspondingly  adjusted by
     Grantor.  No  adjustment  shall be made with respect to stock  dividends or
     splits  which do not exceed 10% in any fiscal year,  cash  dividends or the
     issuance to  stockholders  of Grantor of rights to subscribe for additional
     shares of Common Stock or other securities.

          (b) Any adjustment in the number of Shares shall apply proportionately
     to  only  the  unexercised  portion  of an  option  granted  hereunder.  If
     fractions of a share would result from any such adjustment,  the adjustment
     shall be revised to the next higher  whole number of Shares so long as such
     increase  does not result in the holder of the option  being  deemed to own
     more than 5% of the total combined  voting power or value of all classes of
     stock of Grantor or its subsidiaries.

         9.      No Rights in Option Stock.

          Optionee shall have no rights as a shareholder in respect of Shares as
     to which the options  granted  hereunder  shall not have been exercised and
     payment made as herein provided.

         10.     Binding Effect.

          Except as herein otherwise expressly provided, this Agreement shall be
     binding  upon  and  inure  to the  benefit  of the  parties  hereto,  their
     successors, legal representatives and assigns.


         11.     Notice.

          All notices,  requests,  consents and demands by the parties hereunder
     shall be delivered by hand, by recognized  national overnight courier or by
     deposit in the United  States  mail,  postage  prepaid,  by  registered  or
     certified  mail,  return  receipt  requested,  addressed to the party to be
     notified at the addresses set forth above.

         12.     Agreement Subject to Plan.

          Notwithstanding  anything  contained  herein  to  the  contrary,  this
     Agreement  is subject to, and shall be construed in  accordance  with,  the
     terms of the Plan, and in the event of any inconsistency  between the terms
     hereof and the terms of the Plan, the terms of the Plan shall govern.

         13.     Miscellaneous.

          This Agreement  shall be construed  under the laws of the State of New
     York applied to agreements  made and to be performed  entirely  within such
     State. Headings have been included herein for convenience of reference only
     and shall not be deemed a part of this Agreement.

          IN WITNESS WHEREOF, the parties have executed this Agreement as of the
     day and year first above written.

                                JUNIPER GROUP, INC.


                                By:/s/ Vlado P. Hreljanovic
                                   ------------------------
                                       Vlado P. Hreljanovic

ACCEPTED AND AGREED TO:


<PAGE>


                                  EXHIBIT "A"


                               EXERCISE OF OPTION
                                       TO
                                 PURCHASE SHARES


TO:        Juniper Group, Inc.

          The undersigned hereby exercises the within Option for the purchase of
     shares  according to the terms and  conditions  thereof and herewith  makes
     payment of the exercise  price in full in accordance  with the terms of the
     Non-Qualified Stock Option Agreement, dated as of January --, 20--, between
     Juniper Group, Inc. and the undersigned. The undersigned is purchasing such
     shares  for  investment  purposes  only  and not with a view to the sale or
     distribution  thereof,  unless such  distribution  is registered  under the
     Securities Act of 1933, as amended.  Kindly issue the  certificate for such
     shares in accordance with the instructions given below.


                                                      Signature


Social Security or Taxpayer I.D. Number:

Instructions for issuance of stock:


Name


Street                City                               State    Zip Code
<PAGE>


                                                       EXHIBIT 4.3
                                                       -----------


                             STOCK OPTION AGREEMENT


                               Grant of options to
                         _____________ (the "Optionee")

                                    under the

             Juniper Group, Inc. 2000 Stock Option Plan (the "Plan")
           as adopted on December 28, 2000 by the Board of Directors,
                        and approved by the shareholders




                             The Purpose of the Plan

     Juniper Group,  Inc. (the  "Grantor") is a young company.  It will need the
help of all its employees and  consultants to prosper and grow in a market where
many of its competitors are bigger and older.

     The success of Juniper Group, Inc. will depend on many factors.  One of the
most  important,  is the  quality of its  management  and its  consultants,  the
quality and  dedication of their work; the quality of their  perseverance.  This
option is intended  to help build a strong  management  team.  The proof of that
organizational   strength,  over  time,  will  be  reflected  in  the  financial
performance  and strength of Juniper Group.  Employees and  consultants  who are
chosen for and respond to the incentives in this option will positively share in
those financial rewards.

     This  option  is  anticipated  to  provide  Optionee  with  beneficial  tax
treatment.  That is, no tax will be  recognized  on the grant of the option.  An
Optionee  who is not an  employee at the time of grant will  recognize  ordinary
income  at the  date of  exercise,  measured  at the  fair  market  value of the
grantor's Common Stock at the date of exercise.

     NOW, THEREFORE, in consideration of the promises of the Optionee to provide
services  as an  employee to the Grantor and help it achieve the goals set forth
herein and for other good and valuable consideration,  the Grantor hereby grants
the  Optionee  options to purchase  Common Stock of the Grantor on the terms and
conditions set forth in this Agreement made as of this __th day of ____, 2001 by
and between Grantor, a Nevada corporation having its principal place of business
at 111 Great Neck Road,  Suite 604, Great Neck, New York 11021 and the Optionee,
residing at _____________________________

                 1.  Option.

     Pursuant to the Plan,  the Grantor  hereby grants to the Optionee an Option
to purchase, at any time prior to 5:00 p.m. New York time on ________, 20___, up
to ( ) fully paid and non-assessable  shares of the Common Stock of the Grantor,
par  value  $.00l  per  share,  subject  to the  terms  and  conditions  of this
Agreement, including the conditions for vesting set forth in Section 3(b).


                 2.  Purchase Price.

     The purchase price shall be $ per share. The Grantor shall pay all original
issue or  transfer  taxes on the  exercise of this option and all other fees and
expenses necessarily incurred by the Grantor in connection therewith.

                 3.      Exercise of Option.

     (a) The Optionee shall notify the Grantor by registered or certified  mail,
return receipt requested,  addressed to its principal office as to the number of
shares  which he desires to purchase  under the options  herein  granted,  which
notice  shall be  accompanied  by payment  (by cash or  certified  check) of the
option price therefore as specified in Paragraph 2 above. As soon as practicable
thereafter,  the  Grantor  shall at its  principal  office  tender  to  Optionee
certificates  issued in the Optionee's name  evidencing the shares  purchased by
the Optionee.

     (b) The option granted hereunder shall vest in, and become  exercisable by,
Optionee in accordance with the following schedule:

( ) shares become vested on _______, 20___.

               4.  Option Conditioned on Continued Consulting Relationship.

     If Optionee's employment  relationship with Grantor shall terminate for any
reason,  any option granted to the Optionee hereunder which has not vested shall
immediately expire.

                 5.      Divisibility and Non-Assignability of the Options.

     (a) The Optionee may exercise the options  herein granted from time to time
during the periods of their respective  effectiveness  with respect to any whole
number of shares included therein, but in no event may an option be exercised as
to less than one hundred (100) shares at any one time,  except for the remaining
shares covered by the option if less than one hundred (100).

     (b) The Optionee may not give, grant, sell, exchange, transfer legal title,
pledge, assign or otherwise encumber or dispose of the options herein granted or
any  interest  therein,  otherwise  than  by will or the  laws  of  descent  and
distribution, and these options, or any of them, shall be exercisable during his
lifetime only by the Optionee.

                 6.      Stock as Investment

     By accepting this option,  the Optionee  agrees for himself,  his heirs and
legatees  that any and all shares  purchased  hereunder  shall be  acquired  for
investment and not for distribution,  and upon the issuance of any or all of the
shares  subject to the option  granted  hereunder the Optionee,  or his heirs or
legatees receiving such shares, shall deliver to the Grantor a representation in
writing,  that such shares are being  acquired in good faith for  investment and
not for distribution.  Grantor may place a "stop transfer" order with respect to
such shares with its transfer agent and place an appropriate  restrictive legend
on the stock certificate.

                    7.       Restriction on Issuance of Shares.

     The Grantor shall not be required to issue or deliver any  certificate  for
shares of its Common Stock  purchased upon the exercise of any option unless (a)
the issuance of such shares has been registered with the Securities and Exchange
Commission  under the  Securities  Act of 1933,  as  amended,  or counsel to the
Grantor shall have given an opinion that such registration is not required;  (b)
approval,  to the  extent  required,  shall  have been  obtained  from any state
regulatory body having jurisdiction  thereof, and (c) permission for the listing
of such  shares  shall have been given by any  national  securities  exchange on
which the Common Stock of the Grantor is at the time of issuance listed.

                 8.        Tax Withholding

     The Company  shall be entitled to withhold all amounts  required to pay any
withholding  tax which the Company is required by law to withhold as a result of
the  exercise  of an  option  granted  hereunder  and pay  over any  amounts  so
withheld.

                 9.      Effect of Mergers. Consolidations or Sales of Assets.

     (a) In the event that the  outstanding  shares of Common  Stock are changed
after the date  hereof by reason of  recapitalization,  reclassification,  stock
split-up,  combination  or exchange of shares of Common Stock or the like, or by
the  issuance of dividends  payable in shares of Common  Stock,  an  appropriate
adjustment  shall be made by the Board of Directors,  as determined by the Board
of Directors  and/or the Committee,  in the aggregate number of shares of Common
Stock issuable upon exercise of the  outstanding  Options,  and the Option Price
per share.  In the event of any  consolidation  or merger of the Company with or
into another  company,  or the  conveyance  of all or  substantially  all of the
assets of the Company to another  company,  each then  outstanding  Option shall
upon exercise  thereafter entitle the holder thereof to such number of shares of
Common  Stock or other  securities  or  property  to which a holder of shares of
Common Stock of the Company would have been entitled to upon such consolidation,
merger or conveyance; and in any such case appropriate adjustment, as determined
by the Board of Directors of the Company (or successor  entity) shall be made as
set forth above with respect to any future changes in the  capitalization of the
Company or its successor  entity.  In the event of the proposed  dissolution  or
liquidation  of  the  Company,  other  than  in  connection  with  the  sale  of
substantially all the assets of Grantor,  all outstanding Options under the Plan
will  automatically  terminate,  unless  otherwise  provided  by  the  Board  of
Directors of the Company or any authorized committee thereof.

     (b)  Notwithstanding  the above,  this option may, at the discretion of the
Board of Directors of the Grantor and said other  corporation,  be exchanged for
options to purchase  shares of capital  stock of another  corporation  which the
Grantor,  and/or a subsidiary thereof is merged into,  consolidated with, or all
or a  substantial  portion of the property or stock of which is acquired by said
other  corporation or separated or reorganized  into. The terms,  provisions and
benefits to the Optionee of such  substitute  option(s) shall in all respects be
identical to the terms,  provisions and benefits of Optionee under his Option(s)
prior to said  substitution.  To the extent the above may be  inconsistent  with
Sections 424(a)(l) and (2) of the Code, the above shall be deemed interpreted so
as to comply therewith.

     (c) Any  adjustment  in the number of shares of Common  Stock  shall  apply
proportionately  to  only  the  unexercised   portion  of  the  Options  granted
hereunder.  If  fractions  of shares of Common  Stock would result from any such
adjustment,  the adjustment  shall be revised to the next higher whole number of
shares of Common  Stock,  so long as such increase does not result in the holder
of the  option  being  deemed to own more than 5% of the total  combined  voting
power or value of all classes of stock of the Grantor or its subsidiaries.

                 10.       No Rights in Option Stock.

     Optionee  shall have no rights as a shareholder  in respect of shares as to
which the option  granted  hereunder  shall not have been  exercised and payment
made as herein provided.

                 11.       Effect Upon Employment.

     This Agreement does not give the Optionee any right to continued employment
by the Grantor.

                 12.       Binding Effect

     Except as herein  otherwise  expressly  provided,  this Agreement  shall be
binding upon and inure to the benefit of the
parties  hereto,  their  successors  legal  representatives  and assigns.

                 13.      Agreement Subject to Plan.

     Notwithstanding  anything contained herein to the contrary,  this Agreement
is subject to, and shall be construed in accordance with, the terms of the Plan,
and in the event of any inconsistency  between the terms hereof and the terms of
the Plan, the terms of the Plan shall govern.

                    14.      Miscellaneous

     This Agreement  shall be construed under the laws of the State of New York.
Headings have been included  herein for convenience of reference only, and shall
not be deemed a part of the Agreement.



     IN WITNESS WHEREOF, the parties have executed this Agreement as of the ____
th day of , 2001.


JUNIPER GROUP, INC.




By:



AGREED TO AND ACCEPTED:

<PAGE>

                                                                Exhibit 4.4


                               SERVICES AGREEMENT

     THIS  AGREEMENT  is  entered  into as of  January  3, 2001 (the  "Effective
Date"),  by and between  ANTHONY  BOZZELO,  an individual with offices at 33 Tec
Street,  Hicksville,  New York 11801  ("Developer"),  and JUNIPER GROUP, INC., a
Nevada  corporation  with offices at 111 Great Neck Road, Suite 604, Great Neck,
NY 11021 ("Customer").


     WHEREAS,  Developer  creates and  develops  web sites  packages and network
computer  software  and  hardware  used  in  connection  with  customer's  needs
(collectively, the "Project"); and


     WHEREAS, to assist Customer in its day-to-day operations,  Developer agrees
to  provide  certain  services  to  Customer,  and  Customer  desires  to engage
Developer to provide such services, for the term and on the conditions set forth
below.


     NOW  THEREFORE,  for good and valuable  consideration,  the parties  hereby
agree as follows:


I.  PROVISION OF SERVICES; PAYMENT OF SERVICES


1.1  Upon the terms and subject to the conditions of this  Agreement,  Developer
     shall, build a network server and develop  proprietary  software to fit the
     Customer or its subsidiaries needs, develop a website,  database design and
     programming  services  attached  hereto  and  incorporated  herein  by this
     reference, to Customer.


1.2  Developer  agrees  that it  will at all  times  use its  best  commercially
     reasonable  efforts to perform  any and all of the  services to be provided
     pursuant to this Section 1 to the reasonable satisfaction of Customer.

1.3  Customer shall pay Developer for services rendered  hereunder  according to
     Exhibit A.

1.4  Except as may be  provided  in Exhibit  A,  Developer  shall not have,  nor
     represent itself as having, any authority under the terms of this Agreement
     to make agreements of any kind in the name of or binding upon Customer,  to
     pledge Customer's credit, or to extend credit on Customer's behalf.


1.5  Developer  shall  perform all network and  administrative  services for the
     Customer and its subsidiaries for a
term of twelve (12) months from the date of this Agreement.


II. CONFIDENTIAL INFORMATION


The parties  understand and acknowledge  that each of them may have disclosed to
it, in  connection  with the  rendition  of services  and  performance  of their
obligations of this Agreement,  confidential  and/or proprietary  information of
the other party.  The parties agrees to keep all  confidential  and  proprietary
information confidential, except (i) as may be required by law, or (ii) upon the
other party prior written consent.

III.     LIMITATION OF LIABILITY AND INDEMNIFICATION

     The Company shall hold harmless and  indemnify  Developer  from and against
any and all damages, losses, liabilities, obligations, fees, costs and expenses,
including  but not  limited  to,  the  payment  and  advancement  of  reasonable
attorney's  fees,  resulting  from, or incurred in  connection  with claims made
against  Developer  relating  to  the  performance  by  the  Company  hereunder.
Notwithstanding  the  foregoing,  the Company  shall have no  obligation to hold
harmless and indemnify Developer from claims made against Developer, which arise
out of, or in connection with,  Developer's negligence in the performance of his
duties  hereunder.  The provisions of this Section shall survive  termination of
this Agreement.

     The  Developer  shall hold  harmless  and  indemnify  the Company  from and
against any and all damages, losses, liabilities,  obligations,  fees, costs and
expenses,  including  but  not  limited  to,  the  payment  and  advancement  of
reasonable  attorney's  fees,  resulting  from, or incurred in  connection  with
claims made  against the Company  relating  to the  performance  of  Developer's
hereunder.

IV.  TERM


4.1  This Agreement shall take effect upon the Effective Date and shall continue
     in full force and effect through the full and complete  satisfaction of the
     customer,  and shall provide all back-up and administrative  support to the
     Customer  and its  subsidiaries  for a term of twelve  (12) months from the
     date of this Agreement.

4.2  Not later than thirty (30) days prior to the then  scheduled  expiration of
     this Agreement, Customer may notify Developer that it desires to extend the
     term of this Agreement for additional services.  Promptly after such notice
     Developer  and  Customer  will  negotiate  in  good  faith  the  terms  and
     conditions for such extension, including but not necessarily limited to the
     compensation  to be payable by Customer to Developer for the services to be
     provided by Developer  during such extension of the term. Any adjustment of
     compensation is to be based on a revised estimate of the actual costs to be
     incurred by Developer in providing the services  hereunder.  If the parties
     reach  agreement  on such terms and  conditions,  then they will amend this
     Agreement  to conform to such  agreement;  if the parties  have not reached
     agreement on the terms and conditions of such  extension  prior to ten (10)
     days before the then-scheduled expiration date of this Agreement, then this
     Agreement  will  expire  as  scheduled  and  Developer  will  not  have any
     obligation  to fully  provide  services  to Customer  hereunder  after such
     expiration date.

4.3  However,  Developer will be obligated to complete the services as set forth
     in Exhibit A to the satisfaction of the Customer.


4.5  Notwithstanding Section 4.1 of this Agreement,  Customer may terminate this
     Agreement at any time by giving written  notice of termination  (specifying
     the service or services  being  terminated)  to Developer at least  fifteen
     (15) days in advance of the  effective  date of such  termination.  In such
     event,  Developer  shall be required to restore all computer  equipment and
     systems to full  working  order.  Failure to restore  same shall  result in
     liquidated  damages  in  favor  of  customer  in the  amount  of  all  sums
     theretofore paid to Developer.


However,  if Developer  has not completed  the work to the  satisfaction  of the
Customer,  the  Developer  will  reimburse  the Customer the prorated  amount of
uncompleted work.

4.6  Notwithstanding Section 4.1 of this Agreement, Developer may terminate this
     Agreement at any time by giving written  notice of termination  (specifying
     the service or services being  terminated) to Customer at least thirty (30)
     days in advance of the effective date of such termination.

V.       Representations and Warranties of Customer.

5.1      Customer hereby represents and warrants to Developer that:

A.   Corporate  Existence.  Customer is a corporation duly organized and validly
     existing,  under the laws of the State of Nevada,  with corporate  power to
     own property and carry on its business as it is now being conducted.

B.   Financial  Statements.   Customer  has  or  will  cause  to  be  delivered,
     concurrent with the execution of this Agreement,  copies of the most recent
     Form  10-KSB,  the  Proxy  Statement,  and all  subsequent  10-QSBS,  which
     accurately  set  forth  the  financial  condition  of  Customer  as of  the
     respective dates of such documents.

C.   No  Conflict.  This  Agreement  has been duly  executed by Customer and the
     execution and performance of this Agreement will not violate,  or result in
     a  breach  of,  or  constitute  a  default  in any  agreement,  instrument,
     judgment,  decree,  or  order  to  which  Customer  is a party  or to which
     Customer is subject,  nor will such execution and performance  constitute a
     violation or conflict of any fiduciary duty to which Customer is subject.

5. 2     Representations and Warranties of Developer.

A.   Information:   No  representation  or  warranty  contained  herein,  nor  a
     statement  in any  document,  certificate  or schedule  furnished  or to be
     furnished,  pursuant to this Agreement by Developer,  or in connection with
     the  transaction  contemplated  hereby,  contains or  contained  any untrue
     statement of material fact.

B.   Inside  Information  Securities  Laws  Violations:  In  the  course  of the
     performance of his duties,  Developer may become aware of information which
     may  considered  "inside  information"  within the  meaning of the  Federal
     Securities Laws, Rules and Regulations. Developer acknowledges that his use
     of such  information  to purchase or sell  securities  of Customer,  or its
     affiliates,  or to transmit such information to any other party with a view
     to buy, sell, or otherwise deal in Customer's securities,  is prohibited by
     law and would constitute a breach of this Agreement and notwithstanding the
     provisions of this Agreement,  will result in the immediate  termination of
     the Options.

C.   No Restrictions:  There is no pending or threatened suit, action, or legal,
     administrative arbitration or other proceeding of claim by any governmental
     agency, whether federal, state, local or foreign,  against the Developer or
     any individual or entity which the Developer controls, is controlled by, or
     is under common control with, which adversely,  or might adversely,  effect
     the (i)  Developer's  ability to provide the services set forth herein;  or
     (ii) the Customer.

     The Developer's  performance of the services  hereunder is not in violation
     of any law,  statute or regulation of any governmental  authority,  whether
     federal,  state,  local or  foreign,  or any of the terms,  conditions,  or
     provisions of any  judgement,  order,  injunction,  decree or ruling of any
     court or governmental authority, whether federal, state, local or foreign.

     The Developer has all requisite licenses,  authorizations and consents,  if
     any, necessary to perform the services hereunder.

D.   Reliance Upon  Representations.  The information  provided pursuant to this
     Agreement  may be relied  upon by  Customer,  as true and correct as of the
     date of delivery of any shares received by Developer through  executions of
     options hereunder.

(a)  By reason of Developer's knowledge and experience of financial and business
     matters in general, and investments in particular,  Developer is capable of
     evaluating the merits of this transaction and in bearing the economic risks
     of an investment in the shares and Customer in general and fully understand
     the speculative nature of such securities and the possibility of such loss;

(b)  Developer has had the  opportunity  to ask  questions  and receive  answers
     concerning  the terms and  conditions of the Shares to be issued hereby and
     reserved  for  issuance  pursuant  hereto,  and to  obtain  any  additional
     information  which Customer  possesses or can acquire without  unreasonable
     effort or expense that is  necessary to verify the accuracy of  information
     furnished; and

(c)  Developer has been furnished  with a copy of Customer's  most recent Annual
     Report on Form 10-KSB,  the Proxy  Statement,  and all reports or documents
     required  to be  filed  under  Sections  13(a),  14(a)  and  15(d)  of  the
     Securities and Exchange Act of 1933, as amended,  including but not limited
     to, quarterly reports on Form 10-QSB; and, in addition,  that Developer has
     been furnished with a brief description of Customer's capital structure and
     any material changes in Customer's affairs that may not have been disclosed
     in the Disclosure Documents. VI. GENERAL PROVISIONS

6.1      Best Efforts

Developer  agrees  that he will at all times  faithfully  and to the best of his
experience,  ability and talents, perform all the duties that may be required of
and from Developer, pursuant to the terms of this Agreement.  Developer does not
guarantee  that his efforts will have any impact on Customer's  business or that
any  subsequent  financial  improvement  will result from  Developer's  efforts.
Customer understands and acknowledges that the success or failure of Developer's
efforts will be predicated on Customer's assets and operating results.

6.2  Organization,  Good  Standing,  and  Authority.  Developer  represents  and
     warrants  that  it has  authority  to  enter  into  this  Agreement  and is
     qualified to perform its obligations hereunder.


6.3  Organization,   Good  Standing,  and  Authority.  Customer  represents  and
     warrants that it is a corporation duly organized,  validly existing, and in
     good  standing  under the laws of the State of Nevada and has  authority to
     enter into this Agreement and perform its obligations hereunder.

6.4  Entire  Agreement.  This Agreement  constitutes the entire agreement of the
     parties with  respect to the subject  matter  hereof,  and  supersedes  and
     terminates  any and all prior  agreements  or  contracts,  oral or written,
     entered  into  between the parties  relating to the subject  matter  hereof
     (although the parties  acknowledge that on or about the Effective Date they
     may execute  separate  agreements  dealing with  software  licenses and the
     "distribution"  of  expedia.com in msn.com,  and nothing  contained in this
     Agreement  will be deemed to  nullify  any  provisions  of such  license or
     carriage agreements). Each party acknowledges that there are no warranties,
     representations,  covenants  or  understandings  of  any  kind,  manner  or
     description  whatsoever  by either  party to the other with  respect to the
     premises except as expressly set forth herein.


6.5  Amendments.  This Agreement  shall not be amended or otherwise  modified or
     canceled,  except by a written  agreement  dated  subsequent to the date of
     this  Agreement  and signed on behalf of  Developer  and  Customer by their
     respective duly authorized representatives.


6.6  Governing  Law.  This  Agreement  shall be  governed  by and  construed  in
     accordance with the laws of the State of New York.  Venue for any action or
     proceeding shall be the County of Nassau.


6.7  Assignment.  Neither  party  hereto may assign this  Agreement  without the
     prior written  consent of the other party signed by such other party's duly
     authorized  representative,  which  consent may be given or withheld in the
     sole discretion of the applicable party whose consent is requested.


6.8  Notices.  All notices in  connection  with this  Agreement  shall be deemed
     given  as of the day  they are  sent by  electronic  transmission,  sent by
     facsimile  or  deposited  with a  commercial  courier for delivery to other
     party at the following addresses:


                           Developer:       Anthony Bozzello
                                            33 Tec Street
                                            Hicksville, NY 11801
                                            Tel:  (516) 937-5598

                           Customer:        Juniper Group, Inc.
                                            111 Great Neck Road, Suite 604
                                            Great Neck, NY 11021
                                            Tel:  (516) 829-4670
                                            Fax:  (516) 829-4691
                                            Attention:  President


or to such  other  address  and/or  telex and  facsimile  number as the party to
receive the notice or request so designates by written notice to the other.


6.8  No Waiver. No waiver of any breach of any provision of this Agreement shall
     constitute a waiver of any prior,  concurrent or  subsequent  breach of the
     same or any  other  provisions  hereof,  and no waiver  shall be  effective
     unless made in writing and signed by an  authorized  representative  of the
     waiving party.


6.9  Savings Clause. If any provision of this Agreement shall be held by a court
     of competent  jurisdiction  to be illegal,  invalid or  unenforceable,  the
     remaining provisions shall remain in full force and effect.


6.10.Confidentiality.  Developer  and  Customer  each  agrees that the terms and
     conditions of this Agreement,  including its attachments, will be deemed to
     constitute, and be treated as, confidential information pursuant to Section
     II above.


6.11 Further  Assurances.  Each  party  agrees to take such  further  action and
     execute, deliver and/or file such documents or instruments as are necessary
     to carry out the terms and purposes of this Agreement.


6.12 Section Headings.  The section headings used in this Agreement are intended
     for  convenience  only and shall not be deemed to  supersede  or modify any
     provisions.


6.13 Relationship  of Parties.  This Agreement is intended  solely as a services
     agreement,  and  no  partnership,   joint  venture,   employment,   agency,
     franchise,  or other form of agreement or  relationship  is intended.  Each
     party  agrees to be  responsible  for all of its federal  and state  taxes,
     withholding,  social  security,  insurance,  and  other  benefits,  and all
     salaries,  benefits,  and other  costs,  except as  otherwise  specifically
     contemplated  by the  provisions of this  Agreement.  From time to time, in
     connection with the services referred to in Exhibit A, Developer may act as
     Customer's  agent if Customer  requests  Developer  in writing to do so and
     Developer, in its sole discretion, agrees.


6.14 No Third Party Beneficiaries.  This Agreement is not intended to create any
     rights in any person or entity who is not a party to this agreement, and no
     such rights are created hereunder.


     IN WITNESS  WHEREOF,  the parties have  executed  this  Agreement as of the
Effective Date.


JUNIPER GROUP, INC.                                  DEVELOPER:


By: /s/ Vlado P. Hreljanovic                         By:/s/ Anthony Bozzello
    ------------------------                            --------------------
         Vlado Paul Hreljanovic                             Anthony Bozzello
         President

<PAGE>



                                    EXHIBIT A


                               SERVICES AGREEMENT


Parties:  ANTHONY BOZZELO and JUNIPER GROUP, INC.


Effective Date:  January 3, 2001


Policies and Procedures:  From time to time Customer and Developer may establish
one or more Policies and Procedures document(s) that set forth in further detail
the  agreed  upon  services  provided  under  this  Agreement  with  respect  to
particular services.

Services:  Developer shall develop a website, design a database for PartnerCare,
Inc. develop a billing  database for Juniper  Healthcare and all subsidiaries of
the  Customer,  develop and  integrate the website for the Customer to integrate
with Edgar and  provide  and install the  Customer's  equipment  for  Customer's
computer  network at Customer's Great Neck, New York location in connection with
the Project.  Developer  shall provide network and  administrative  services for
twelve (12) months from the date of this Agreement.  Developer shall  construct,
develop, implement and install the following:

Server Hardware
Software: NT, MSSQL, MS Office2000,  Exchange Server, IIS, proxy
Peachtree 8
4 New Workstations
Programming:  2 servers/workstations/software/email/remote access/admin,
back-up  and  record storage
UPS,  burner,  cables,  switchbox
Rebuild 4 stations as utility service units, w/scanner, burner, software

1. Compensation:

a)   For the  services  rendered by Developer as an  independent  consultant  to
     Customer, Customer shall pay Developer the sum $89,000.

                                      -or-

Customer shall pay Developer an irrevocable option to purchase up to Eighty Nine
Thousand  ($89,000)  Dollars in value of Juniper's common stock, par value $.001
per share.  The number of shares  issued  shall be  determined  by dividing  the
Eighty Nine Thousand by the bid price at the date of exercise,  which is in lieu
of cash  compensation.  The term of the option to purchase  shares of  Juniper's
common  stock,  shall be in full  force for a period of three (3) years from the
date of this Agreement. If termination occurs for any reason, Developer's option
shall remain in effect to the last date of service.


The shares when issued to the Developer, will be duly authorized, validly issued
and  outstanding,  fully paid and  non-assessable,  not  subject to any liens or
encumbrances  and shall be issued to  Developer  in  accordance  with a mutually
acceptable  plan of  issuance as to relieve  securities  and/or  Developer  from
transferability of shares in compliance with applicable  registration provisions
or exemptions.


b)   Developer shall exercise options by delivering the option price, along with
     the executed  Investment  Letter  annexed  hereto as Exhibit B to Customer.
     Developer will release such funds due him to Customer upon execution of the
     Investment   Letter  and  Customer  shall  make  delivery  of  Certificates
     representing the number of shares of common stock exercised.

c)   The  granting  of the share  purchase  rights is being made  pursuant  to a
     resolution  adopted  by the Board of  Directors  of  Customer  on even date
     herewith,  which  specified  that  Developer  is to  receive  the rights to
     purchase shares in the manner set forth herein.

d)   Customer shall make immediate delivery of such shares upon full payment and
     receipt of a duly executed investment  representation letter, provided that
     if any law or regulation  requires Customer to take any action with respect
     to the shares specified in such notice before the issuance hereof, the date
     of such delivery of such shares shall be extended for the period  necessary
     to take such action.

e)   The parties hereto  acknowledge that the issuance of Customer's shares upon
     the exercise of the share purchase  rights  hereunder is being made without
     registration under the Securities Act of 1933, as amended, (the "Securities
     Act"),  or any other  state or federal  law,  that the shares  issued  upon
     exercise of the Investment Letter will therefore be "restricted Securities"
     within the meaning of the Securities Act and Rule 144 promulgated under the
     Securities Act. All certificates representing the shares issued pursuant to
     this Agreement,  any and all certificates  issued in replacement thereof or
     in exchange therefore,  shall bear a legend, in substantially the following
     form, which Developer has read and understands:

THE SHARES  REPRESENTED BY THIS  CERTIFICATE  HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED ("THE  SECURITIES  ACT") AND ARE  "RESTRICTED
SECURITIES" AS THAT TERM IS DEFINED IN RULE 144 PROMULGATED UNDER THE SECURITIES
ACT.  THE SHARES  MAY NOT BE OFFERED  FOR SALE,  SOLD OR  OTHERWISE  TRANSFERRED
EXCEPT PURSUANT TO AN EXEMPTION FROM REGISTRATION  UNDER THE SECURITIES ACT, THE
AVAILABILITY OF WHICH IS ESTABLISHED TO THE SATISFACTION OF CUSTOMER.

f)   The Option can only be exercised by Developer,  Developer's  beneficiary or
     Developer's  estate,  and  neither  this nor any  rights  hereunder  can be
     transferred  other than by testamentary  disposition or the laws of descent
     and distribution.  Neither this Option,  nor any right hereunder,  shall be
     subject to lien, attachment, execution, or similar process. In the event of
     any alienation,  pledge,  or  hypothecation,  or any other transfer of this
     Option,  or any right hereunder,  or in the event of any levy,  attachment,
     execution or similar process,  this Option and all rights granted hereunder
     shall immediately be null and void.

<PAGE>

                                    EXHIBIT B

                                INVESTMENT LETTER


                                                                       Date:

Mr. Vlado P. Hreljanovic
Chairman of the Board
Chief Executive Officer
Juniper Group, Inc.
111 Great Neck Road, Suite 604
Great Neck, NY  11021

Dear Mr. Hreljanovic,

     In connection with my purchase (acquisition) of shares of common stock, par
value  $.001  per  share  (the  "Shares"),  of  JUNIPER  GROUP,  INC.  a  Nevada
Corporation  (the  "Company"),  issued  in  consideration  of  an  aggregate  of
$_______,  or $________ per share,  I acknowledge  that you have advised me that
the Shares are not being registered under the Securities Act of 1933, as amended
(the  "Act"),  on the basis of  statutory  exemptions  in Section  4(2)  thereof
relating to transactions  not involving a public offering and that your reliance
on this statutory exemption is based in part on the  representations  made by me
in this letter.

     The  certificate(s)  representing  the shares are to be  delivered to me as
soon as practicable  following the Company's receipt of full payment of ($ ) for
the Shares.

     I understand that the following reports by the Company under the Securities
Exchange Act of 1934, as amended,  including the Form 10-KSB for the fiscal year
ended  December 31, _____,  and the Form 10-QSB's for the  quarter(s) of 200___,
plus any and all  documents,  instruments  records and books  pertaining  to the
Company and this  investment  have been made available to me and my attorney(s),
accountant(s)  or  investment  advisor(s).  I have  had the  opportunity  to ask
questions of, and receive  answers from the Company  concerning  the business of
the Company,  and have had the opportunity to obtain  additional  information in
order to permit me to evaluate the merits and risks of acquiring the Shares.

     I hereby represent to you that I am acquiring the Shares for investment for
my own account and not with a view to resell or otherwise  distribute the Shares
in a manner that would violate the Act, subject to the disposition of the Shares
to be within my control at all times.

     I understand  that  investment in the Shares  involve a very high degree of
risk and that I may lose my entire investment therein.

     I understand that the Shares issued to me will bear a legend  substantially
as follows:

     "This certificate and the shares of stock represented  hereby have not been
registered with the Securities and Exchange  Commission under the Securities Act
of 1933,  as amended,  and may not be  transferred,  re-offered  and sold unless
registered or unless an exemption from registration is available".


<PAGE>


Mr. Vlado P. Hreljanovic
JUNIPER GROUP, INC.
Page Two

     In the  absence  of an  effective  registration  statement  under  the  Act
covering the Shares, I shall not offer,  sell,  transfer or otherwise dispose of
any of the  Shares  without  either  first  obtaining  an  opinion  of  counsel,
reasonably  satisfactory  to you,  that  the  disposition  may be  made  without
registration  of the Shares in  question  under the Act,  or first  obtaining  a
letter from the Division of  Corporation  Finance of the Securities and Exchange
Commission (the  "Commission") to the effect that it will recommend no action to
the Commission if any of the Shares to be disposed of are so disposed of without
registration.

     In the event that I, or anyone acting on my behalf who shall be entitled to
dispose of any of the  Shares,  shall  decide to  dispose of such  Shares in the
absence of an  effective  registration  statement,  as a  condition  to any such
disposition I will obtain, if required by you, an agreement in writing from each
person to whom such disposition is proposed to be made to the same effect as the
agreement, understandings and representations which are hereby made.

     Finally,  all legal fees and other expenses incurred in connection with the
rendering of opinions or the obtaining of "no-action" letters in accordance with
the  provisions  hereof shall be entirely my obligation and  responsibility  and
shall not be any of your  responsibility,  and I will promptly pay and discharge
the same.  Please issue the Shares in accordance with the instructions set forth
at the bottom of this letter.

                                            Very truly yours,


                                            __________________________________

Date: __________________________


Please register the Shares as follows:

Name:

Address:

Soc. Sec. #








<PAGE>

                                                                Exhibit 4.5



                              CONSULTING AGREEMENT

                              Consulting Agreement
                                     Between
                               Juniper Group, Inc.
                                      And.
                               Stephen E. Apolant


     This Consulting  Agreement made and entered into this 22nd Day of September
2000 by and between Juniper Group Inc., having an office at 111 Great Neck Road,
Suite 604,  Great Neck,  NY 11021  (hereinafter  "JUNI") and Stephen E.  Apolant
(hereinafter  "Consultant")  independent  contractors,  having an address at 565
Plandome Road, Suite 244. Manhasset, NY, 11030.

                                 P R E M I S E S

WHEREAS, JUNI, through its healthcare subsidiaries is engaged in the business of
securing the services of healthcare  professionals,  medical provider  networks,
management  service  organizations,  as well as  physician  practice  management
organizations.

WHEREAS,  Consultant  represent  themselves  as qualified to perform the desired
services required by JUNI.

WHEREAS,  JUNI desires to retain  Consultant to act as a finder for  acquisition
candidates for JUNI and its subsidiaries,  and JUNI shall compensate  Consultant
for the services by issuing  Consultant  options to purchase  shares of the JUNI
common stock.

The Consultant is willing to perform such  consulting  services on the terms and
conditions herein contained.

                                A G R E E M E N T

NOW THEREFORE,  in  consideration  of the above stated premises and the promises
herein contained,  and for good and valuable  consideration,  the parties hereto
agree as follows:

1.       Engagement of Consultant:

JUNI hereby  retains  Consultant  and  Consultant  agrees to act as a finder for
potential acquisition candidates in the healthcare segment of its business.

2.       Terms:

JUNI hereby retains  Consultant for a period of five (5) months ending  February
21, 2001, and renewable  after February 21, 2001, on a monthly basis,  only by a
written notification from JUNI to Consultant,  to provide the services set forth
herein.

A. Scope of Consultant's Work:

1.   On a  non-exclusive  basis,  Consultant  shall  introduce  JUNI to possible
     acquisition  candidates,  evaluate JUNI's possible acquisition  candidates,
     review  the  business  and  operation  of the  candidates,  assist  JUNI in
     obtaining  information  for  its  due  diligence  review  of  the  possible
     candidates, and coordinate the dissemination of information to and from the
     candidates.

B. Work Assignment

1.   Specific  verbal and written tasks are to be coordinated  through Mr. Vlado
     P. Hreljanovic,  President of JUNI with periodic plans submitted as well as
     ongoing monthly progress reports sent to Mr. Hreljanovic. The parties shall
     document each candidate introduced by Consultant.

2.   Compensation: As compensation for the services to be rendered by Consultant
     hereunder,  Consultant shall be paid, and Consultant agrees to accept,  the
     following:

(    i) JUNI shall pay monthly  compensation of Nine Thousand (9,000) Dollars in
     cash for the term of this Agreement.

                                      -or-

(    ii) JUNI shall have the option to pay Consultant's  services for that month
     period with a grant of irrevocable  options to purchase up to Nine Thousand
     (9,000)  Dollars in value of Juniper's  common  stock,  par value $.001 per
     share.  The  number  of  shares  issued  in each  monthly  option  shall be
     determined by dividing Nine Thousand  Dollars by $1.00 and may be exercised
     at $1.00 per share, which exercise is in lieu of cash compensation for such
     month. The term of this option to purchase shares of Juniper's common stock
     shall be in full force for a period of four (4) years from the date of this
     Agreement.  If  termination  occurs for any  reason,  Consultant's  options
     remain in effect until expiration.

b.   Consultant  shall exercise  options by delivering  the option price,  along
     with the executed  Investment  Letter  annexed hereto as Exhibit A to JUNI.
     Consultant  will release  such funds due him to JUNI upon  execution of the
     Investment Letter and JUNI shall make delivery of Certificates representing
     the number of shares of common stock exercised.

c.   The  granting  of the share  purchase  rights is being made  pursuant  to a
     resolution  adopted  by the  Board of  Directors  of  Juniper  on even date
     herewith,  which  specified  that  Consultant  is to receive  the rights to
     purchase shares in the manner set forth herein.

d.   JUNI shall make  immediate  delivery of such  shares upon full  payment and
     receipt of a duly executed investment  representation letter, provided that
     if any law or regulation requires it to take any action with respect to the
     shares  specified in such notice  before the issuance  hereof,  the date of
     such delivery of such shares shall be extended for the period  necessary to
     take such action.

e.   The parties hereto  acknowledge that the issuance of JUNI's shares upon the
     exercise  of the share  purchase  rights  hereunder  is being made  without
     registration under the Securities Act of 1933, as amended, (the "Securities
     Act"),  or any other  state or federal  law,  that the shares  issued  upon
     exercise of the Investment Letter will therefore be "restricted Securities"
     within the meaning of the Securities Act and Rule 144 promulgated under the
     Securities Act. All certificates representing the shares issued pursuant to
     this Agreement,  any and all certificates  issued in replacement thereof or
     in exchange therefore,  shall bear a legend, in substantially the following
     form, which Consultant has read and understands:

THE SHARES  REPRESENTED BY THIS  CERTIFICATE  HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED ("THE  SECURITIES  ACT") AND ARE  "RESTRICTED
SECURITIES" AS THAT TERM IS DEFINED IN RULE 144 PROMULGATED UNDER THE SECURITIES
ACT.  THE SHARES  MAY NOT BE OFFERED  FOR SALE,  SOLD OR  OTHERWISE  TRANSFERRED
EXCEPT PURSUANT TO AN EXEMPTION FROM REGISTRATION  UNDER THE SECURITIES ACT, THE
AVAILABILITY OF WHICH IS ESTABLISHED TO THE SATISFACTION OF JUNIPER.

4.       Person Entitled To Exercise.

     The Option can only be exercised by Consultant, Consultant's beneficiary or
Consultant's   estate,  and  neither  this  nor  any  rights  hereunder  can  be
transferred  other than by  testamentary  disposition or the laws of descent and
distribution.  Neither this Option, nor any right hereunder, shall be subject to
lien, attachment, execution, or similar process. In the event of any alienation,
pledge,  or  hypothecation,  or any other transfer of this Option,  or any right
hereunder,  or in the  event  of any  levy,  attachment,  execution  or  similar
process,  this Option and all rights granted hereunder shall immediately be null
and void.

5.       Termination of Agreement by the Company.

     It is understood  and agreed that either party hereof,  may at any time and
for any reason  whatsoever,  terminate this agreement by giving thirty (30) days
prior written notice to the other party. At the conclusion of this agreement, or
its  termination,  all data provided by JUNI to Consultant  shall be returned to
JUNI.  All  compensation  due  for  completed   services  through  the  date  of
termination shall be paid to Consultant immediately upon termination.

6.       Reports To JUNI

a.   Commencing  October  1st,  2000,  and at least once each  month  thereafter
     during the Term of this Agreement,  Consultant shall prepare and present to
     JUNI a written report  describing  its  activities and its progress  toward
     meeting the objectives mutually agreed upon by Consultant and JUNI.

b.   Throughout  the Term of this  Agreement,  Consultant  may also  provide the
     officers,  directors,  employees or  designees of JUNI with verbal  reports
     concerning its activities.

This Agreement may be extended beyond the period  specified  herein as set forth
herein.

7.       Confidential Information

     JUNI agrees to promptly  provide and fully  disclose to Consultant  any and
all  information  regarding  JUNI,  which  Consultant  deems  pertinent  to  its
engagement hereunder.

     Consultant   acknowledges   that  any  and  all  knowledge  or  information
concerning  JUNI  and  its  affairs  obtained  by  Consultant,  his  principals,
employees and/or  contractors in the course of his engagement  hereunder will be
deemed "confidential" and will be held inviolate by him and that he will conceal
the same from any and all other persons and entities, including, but not limited
to, competitors of JUNI and that he will not impart any such knowledge to anyone
whosoever during or after the term of hereof.

     As used herein,  "confidential"  knowledge or  information  means:  (a) all
information  regarding JUNI, which is not generally available to the public; and
(b) all  information  regarding  JUNI,  which was received by Consultant  from a
source with confidentiality obligations to JUNI.

     Consultant  shall,  upon the  termination of his engagement by JUNI for any
reason   whatsoever,   immediately   surrender   and  turn   over  to  JUNI  all
"confidential"  material including,  but not limited to, books, forms,  records,
JUNI lists and all other  papers  and  writings  relating  to JUNI and all other
property belonging to JUNI, it being understood and agreed that the same are the
sole property of JUNI. This includes any and all papers,  documents and computer
records created or held by Consultant.

     In addition to any other  rights or remedies to which JUNI may be entitled,
JUNI  shall  have the right to obtain an ex parte  restraint  upon the breach or
threatened breach of this section.

         This section shall survive termination of this Agreement.

8.       Best Efforts Basis.

     Consultant  agrees that he will at all times  faithfully and to the best of
his experience, ability and talents, perform all the duties that may be required
of and from Consultant, pursuant to the terms of this Agreement. Consultant does
not guarantee that his efforts will have any impact on Client's business or that
any subsequent  financial  improvement  will result from  Consultant's  efforts.
Client  understands and acknowledges that the success or failure of Consultant's
efforts will be predicated on Client's assets and operating results.

9.       Client's Rights to Approve Transactions.

     JUNI expressly retains the right to approve,  in its sole discretion,  each
and every  transaction  introduced by Consultant that involves JUNI.  Consultant
and JUNI agree that  Consultant is not  authorized  to enter into  agreements on
behalf of JUNI.

10.  JUNI Under No Duty or Obligation to Accept or Close on any Transactions.

     It is mutually  understood  and agreed that JUNI is not obligated to accept
or close any promotional proposal, acquisition, or
merger transactions submitted by Consultant.

11.      Costs and Expenses.

     Consultant  shall be responsible  for all  out-of-pocket  expenses,  travel
expenses,  third party  expenses,  filing fees,  copy and mailing  expenses that
Consultant may incur in performing  Consulting  Services  under this  Agreement.
However,  such costs shall be reimbursed to Consultant if approved in writing by
JUNI within thirty (30) days from the date that the Consultant  submits approved
expense report to JUNI.

12.      Consultant Status

     Consultant  acknowledges  that he is  providing  services  hereunder  as an
independent contractor. Accordingly, Consultant agrees that any taxes associated
with the performance of the services hereunder shall be his sole responsibility.
Consultant  further agrees that nothing  herein shall create a  relationship  of
partners or joint venture's between Consultant and JUNI

13.      Representations Of JUNI

         JUNI hereby represents and warrants as follows:

a.   Organization  and Standing.  JUNI is a corporation  validly existing and in
     good standing under the laws of Nevada.

b.   Corporate Power and Authority.  JUNI has the corporate power to execute and
     deliver this  Agreement,  has taken all action required by law to authorize
     such  execution  and  delivery,  and this  Agreement is a valid and binding
     obligation of JUNI in accordance with its terms.

c.   Financial Statements. Juniper has or will cause to be delivered, concurrent
     with the  execution  of this  Agreement,  copies  of the most  recent  Form
     10-KSB, the Proxy Statement,  and all subsequent 10-QSBS,  which accurately
     set forth the  financial  condition of JUNI as of the  respective  dates of
     such documents.

14.      Representations Of Consultant

         Consultant hereby represents and warrants as follows:

a.   Power and  Authority.  Consultant has the power to execute and deliver this
     Agreement, has taken all action required by law to authorize such execution
     and  delivery,  and this  Agreement  is a valid and binding  obligation  of
     Consultant in accordance with its terms.

b.   Inside  Information  Securities  Laws  Violations.  In  the  course  of the
     performance of his duties, consultant may become aware of information which
     may  considered  "inside  information"  within the  meaning of the  Federal
     Securities Laws, Rules and Regulations.  Consultant  acknowledges  that his
     use of such  information  to purchase or sell  securities  of JUNI,  or its
     affiliates,  or to transmit such information to any other party with a view
     to buy, sell, or otherwise deal in JUNI's securities,  is prohibited by law
     and would  constitute a breach of this  Agreement and  notwithstanding  the
     provisions of this Agreement,  will result in the immediate  termination of
     the Options.

(c)  By reason  of  Consultant's  knowledge  and  experience  of  financial  and
     business matters in general,  and investments in particular,  Consultant is
     capable of  evaluating  the merits of this  transaction  and in bearing the
     economic risks of an investment in the shares and JUNI in general and fully
     understand the speculative nature of such securities and the possibility of
     such loss;

(d)  Consultant  has had the  opportunity  to ask questions and receive  answers
     concerning  the terms and  conditions of the Shares to be issued hereby and
     reserved  for  issuance  pursuant  hereto,  and to  obtain  any  additional
     information  which  Client  possesses or can acquire  without  unreasonable
     effort or expense that is  necessary to verify the accuracy of  information
     furnished; and

(e)  Consultant  has been  furnished  with a copy of JUNI's most  recent  Annual
     Report on Form 10-KSB,  the Proxy  Statement,  and all reports or documents
     required  to be  filed  under  Sections  13(a),  14(a)  and  15(d)  of  the
     Securities and Exchange Act of 1933, as amended,  including but not limited
     to, quarterly reports on Form 10-QSB; and, in addition, that Consultant has
     been furnished with a brief description of JUNI's capital structure and any
     material  changes in JUNI's affairs that may not have been disclosed in the
     Disclosure Documents.

15.      Defaults

     In the event that JUNI fails to pay any amount due to Consultant hereunder,
or to timely  reimburse  Consultant  for any  expenses  in the  manner set forth
herein, or otherwise defaults hereunder,  after receiving written notice of such
default with fifteen (15) days to cure, Consultant shall have the right to cease
performing  services  hereunder  and to declare all amounts due  hereunder to be
immediately  due and  payable.  In no event  shall any funds paid to  Consultant
hereunder be refundable to JUNI.

16.      Notices

     All notices permitted,  required or provided for by this Agreement shall be
made in writing,  and shall be deemed adequately  delivered if delivered by hand
and a receipt obtained,  or by a nationally recognized overnight courier service
that regularly maintains records of its pick ups and deliveries,  to the parties
at their respective addresses set forth above or to any other address designated
by a party hereto by written  notice of such address  change.  Notices  shall be
deemed given as of the date of delivery to the overnight  courier  service or to
the recipient if delivered by hand,  and received one day after  delivery to the
overnight courier service or when actually received if delivered by hand.

17.      Indemnification

     JUNI shall hold harmless and indemnify  Consultant from and against any and
all  damages,  losses,  liabilities,  obligations,  fees,  costs  and  expenses,
including  but not  limited  to,  the  payment  and  advancement  of  reasonable
attorney's  fees,  resulting  from, or incurred in  connection  with claims made
against   Consultant   relating   to  the   performance   by   JUNI   hereunder.
Notwithstanding  the  foregoing,  JUNI shall have no obligation to hold harmless
and indemnify  Consultant from claims made against  Consultant,  which arise out
of, or in connection  with,  Consultant's  negligence in the  performance of his
duties  hereunder.  The provisions of this Section shall survive  termination of
this Agreement.

     The Consultant  shall hold harmless and indemnify JUNI from and against any
and all damages,  losses,  liabilities,  obligations,  fees, costs and expenses,
including  but not  limited  to,  the  payment  and  advancement  of  reasonable
attorney's  fees,  resulting  from, or incurred in  connection  with claims made
against JUNI relating to the performance of Consultant's hereunder.

18.      Binding Effect; Assignment

     This  Agreement  shall be  binding  upon and  inure to the  benefit  of the
parties and their respective successors and permitted assigns. Neither party may
assign either this  Agreement or any of its rights,  interests,  or  obligations
hereunder without the prior written approval of the other party.

19.      Entire Agreement

     This  Agreement  represents  the entire  Agreement  with respect to matters
contemplated  herein and  supersedes  any prior oral or  written  agreements  or
undertakings  between the parties with respect to such matters.  This  Agreement
shall not be amended to any extent or canceled,  except by a writing executed by
the parties.

20.      Headings

     The headings in this  Agreement are for  convenience  of reference only and
shall not limit or otherwise affect any of the terms or provisions hereof.

21.      Counterparts

     This Agreement and any  amendments  hereto may be executed in any number of
counterparts,  all  of  which  together  shall  constitute  a  single,  original
instrument.

22.      Separability

     To the extent that any term or provision hereof is deemed invalid,  void or
otherwise  unenforceable,  but may be made enforceable by amendment thereto, the
parties  agree  that  such  amendment  may be  made  so  that  the  same  shall,
nevertheless,  be enforceable to the fullest extent  permissible  under the laws
and public policies applied in the jurisdiction in which  enforcement is sought.
This  Agreement is made in the State of New York and subject to the laws of such
State  without  regard to conflicts of law rules.  Any action or  proceeding  in
regard to this Agreement  must be brought in the County of Nassau,  State of New
York.

23.      Waiver

     A waiver  of any  breach  of any  provision  of this  Agreement  must be in
writing and shall not  constitute  or operate as a waiver of any other breach of
such provision or of any other  provision,  nor shall any failure to enforce any
provisions  hereof  operate  as a  waiver  of  such  provision  or of any  other
provision hereunder.


IN WITNESS THEREOF, the Parties have caused this agreement to be executed on its
behalf  by a duly  authorized  officer  and  consultant  as  hereunto  agreed by
authorized signatures, all as of the day and year first above written.


Consultant:                                    Juniper Group, Inc. (JUNI)


/s/ Stephen E. Apolant                          By: /s/ Vlado P. Hreljanovic
----------------------                              ------------------------
    Stephen E. Apolant                                  Vlado P. Hreljanovic
                                                        President & CEO



<PAGE>
                                   EXHIBIT A


                                INVESTMENT LETTER


                                               Date:

Mr. Vlado P. Hreljanovic
Chairman of the Board
Chief Executive Officer
Juniper Group, Inc.
111 Great Neck Road, Suite 604
Great Neck, NY  11021

Dear Mr. Hreljanovic,

     In connection with my purchase (acquisition) of shares of common stock, par
value  $.001  per  share  (the  "Shares"),  of  JUNIPER  GROUP,  INC.  a  Nevada
Corporation  (the  "Company"),  issued  in  consideration  of  an  aggregate  of
$_______,  or $________ per share,  I acknowledge  that you have advised me that
the Shares are not being registered under the Securities Act of 1933, as amended
(the  "Act"),  on the basis of  statutory  exemptions  in Section  4(2)  thereof
relating to transactions  not involving a public offering and that your reliance
on this statutory exemption is based in part on the  representations  made by me
in this letter.

     The  certificate(s)  representing  the shares are to be  delivered to me as
soon as practicable  following the Company's receipt of full payment of ($ ) for
the Shares.

     I understand that the following reports by the Company under the Securities
Exchange Act of 1934, as amended,  including the Form 10-KSB for the fiscal year
ended  December 31, _____,  and the Form 10-QSB's for the  quarter(s) of 200___,
plus any and all  documents,  instruments  records and books  pertaining  to the
Company and this  investment  have been made available to me and my attorney(s),
accountant(s)  or  investment  advisor(s).  I have  had the  opportunity  to ask
questions of, and receive  answers from the Company  concerning  the business of
the Company,  and have had the opportunity to obtain  additional  information in
order to permit me to evaluate the merits and risks of acquiring the Shares.

     I hereby represent to you that I am acquiring the Shares for investment for
my own account and not with a view to resell or otherwise  distribute the Shares
in a manner that would violate the Act, subject to the disposition of the Shares
to be within my control at all times.

     I understand  that  investment in the Shares  involve a very high degree of
risk and that I may lose my entire investment therein.

     I understand that the Shares issued to me will bear a legend  substantially
as follows:

     "This certificate and the shares of stock represented  hereby have not been
registered with the Securities and Exchange  Commission under the Securities Act
of 1933,  as amended,  and may not be  transferred,  re-offered  and sold unless
registered or unless an exemption from registration is available".


<PAGE>


Mr. Vlado P. Hreljanovic
JUNIPER GROUP, INC.
Page Two

     In the  absence  of an  effective  registration  statement  under  the  Act
covering the Shares, I shall not offer,  sell,  transfer or otherwise dispose of
any of the  Shares  without  either  first  obtaining  an  opinion  of  counsel,
reasonably  satisfactory  to you,  that  the  disposition  may be  made  without
registration  of the Shares in  question  under the Act,  or first  obtaining  a
letter from the Division of  Corporation  Finance of the Securities and Exchange
Commission (the  "Commission") to the effect that it will recommend no action to
the Commission if any of the Shares to be disposed of are so disposed of without
registration.

     In the event that I, or anyone acting on my behalf who shall be entitled to
dispose of any of the  Shares,  shall  decide to  dispose of such  Shares in the
absence of an  effective  registration  statement,  as a  condition  to any such
disposition I will obtain, if required by you, an agreement in writing from each
person to whom such disposition is proposed to be made to the same effect as the
agreement, understandings and representations which are hereby made.

     Finally,  all legal fees and other expenses incurred in connection with the
rendering of opinions or the obtaining of "no-action" letters in accordance with
the  provisions  hereof shall be entirely my obligation and  responsibility  and
shall not be any of your  responsibility,  and I will promptly pay and discharge
the same.  Please issue the Shares in accordance with the instructions set forth
at the bottom of this letter.

                                            Very truly yours,


                                            __________________________________

Date: __________________________


Please register the Shares as follows:

Name:

Address:

Soc. Sec. #


<PAGE>
                                                                Exhibit 4.6


                              CONSULTING AGREEMENT

     AGREEMENT, made as of September 11th, 2000 by and between Charles Dilluvio,
3118 Wilkinson Ave.,  Pelham Bay, New York 10461 (the  "Consultant') and Juniper
Group,  Inc.,  111 Great Neck Road,  Suite 604,  Great Neck, New York 11021 (the
"Company')

                                 P R E M I S E S


     The Company and one of its  subsidiaries  is in the business of providing a
comprehensive array of support services for cable, DSL,  telecommunications  and
wireless networks.

     The  Company  desires  to  retain   Consultant  to  render  evaluation  and
consulting  services,  including broadband services relating to market analysis,
public relations,  competition  analysis,  strategic planning and development of
the internet and technology solutions; and

     The Company  desires to retain  Consultant to perform these services and to
compensate  Consultant for these  services by issuing the Consultant  options to
purchase shares of the Company's common stock.

     The Consultant is willing to perform such consulting  services on the terms
and conditions herein contained.

                                    AGREEMENT


     NOW, THEREFORE,  in consideration of the premises herein and other good and
valuable consideration, the parties agree as follows:

1.       ENGAGEMENT

     The Company  hereby engages  Consultant and Consultant  hereby accepts such
engagement as a consultant to render the consulting services set forth below and
such other  matters as  requested  by the  Company,  and in  furtherance  of the
business goals of the Company.

 2.       CONSULTANT'S DUTIES

     Consultant  shall,  at  the  request  of  the  Company,   provide  business
management and marketing  consultation  services on a non-exclusive  basis. Such
services shall include advice  concerning the  implementation  and monitoring of
business and  marketing  plans in the IT  environment,  as well as  establishing
and/or enhancing the Company's internet presence,  retaining trade attorneys and
other professionals,  as required.  The Consultant may also render the following
services at the request of the Company:

     Market Analysis & Public Relations -- Consultant will assist the Company in
researching  market  conditions  and the Company's  competitors in the broadband
market.  Consultant  will develop a strategic  plan to  disseminate  information
regarding the Company and the Company's market through traditional media and the
Internet.

     Strategic  Transactions -- Consultant will assist the Company in evaluating
the advisability of entering into  acquisitions and joint venture  transactions.
Consultant  will  assist  the  Company in  developing  an  understanding  of the
financial and strategic objectives relating to such proposed  transactions,  and
will develop a strategy to accomplish the Company's goals.

     Recapitalization  and  Restructuring  --  Consultant  will analyze  various
capital structures  suitable for the Company and determine the valuations of the
various  components  of the  Company's  business.  Consultant  will evaluate the
Company's business to assist in developing a restructuring plan, if advisable.

     Internet and Technology  Solutions -- Consultant will assist the Company in
developing an internet  presence,  including the development or reengineering of
the Company's web site to better promote and grow the Company's business.

3.       TERM

     The term of this  agreement  shall  commence  on the date  hereof and shall
continue  for four (4)  months,  which may be  extended  on a  monthly  basis in
writing by the Company.  Either party may terminate  this  Agreement upon thirty
(30) days written  notice to the other party,  effective  after the initial four
month term hereof.

4.       COMPENSATION

a.   As  compensation  for the services to be rendered by Consultant  hereunder,
     Consultant shall be paid, and Consultant agrees to accept, the following:

(    i) The  Company  shall pay  monthly  compensation  of Eleven  Thousand  Two
     Hundred Fifty (11,250) Dollars in cash for the term of this Agreement.

                                      -or-

(    ii) The Company shall have the option to pay Consultant's services for that
     month period with a grant of  irrevocable  options to purchase up to Eleven
     Thousand Two Hundred Fifty  (11,250)  Dollars in value of Juniper's  common
     stock,  par  value  $.001  per  share,  which  exercise  is in lieu of cash
     compensation  for such month.  The number of shares  issued in each monthly
     option shall be  determined by dividing  Eleven  Thousand Two Hundred Fifty
     Dollars by $1.00 and may be exercised at $1.00 per share, which exercise is
     in lieu of cash compensation. The term of this option to purchase shares of
     Juniper's  common  stock  shall be in full  force  for a period of four (4)
     years  from the  date of this  Agreement.  If  termination  occurs  for any
     reason, Consultant's options remain in effect through expiration.

b.   Consultant  shall exercise  options by delivering  the option price,  along
     with the  executed  Investment  Letter  annexed  hereto as Exhibit A to the
     Company.  Consultant  will  release  such funds due him to the Company upon
     execution of the  Investment  Letter and the Company shall make delivery of
     Certificates representing the number of shares of common stock exercised.

c.   The  granting  of the share  purchase  rights is being made  pursuant  to a
     resolution  adopted  by the  Board of  Directors  of  Juniper  on even date
     herewith,  which  specified  that  Consultant  is to receive  the rights to
     purchase shares in the manner set forth herein.

d.   The Company shall make immediate  delivery of such shares upon full payment
     and receipt of a duly executed investment  representation letter,  provided
     that if any law or  regulation  requires it to take any action with respect
     to the shares specified in such notice before the issuance hereof, the date
     of such delivery of such shares shall be extended for the period  necessary
     to take such action.

e.   The parties hereto  acknowledge  that the issuance of the Company's  shares
     upon the  exercise of the share  purchase  rights  hereunder  is being made
     without  registration  under the Securities  Act of 1933, as amended,  (the
     "Securities  Act"),  or any other  state or  federal  law,  that the shares
     issued upon exercise of the Investment Letter will therefore be "restricted
     Securities"  within  the  meaning  of  the  Securities  Act  and  Rule  144
     promulgated  under the Securities Act. All  certificates  representing  the
     shares issued pursuant to this Agreement,  any and all certificates  issued
     in replacement  thereof or in exchange  therefore,  shall bear a legend, in
     substantially   the  following   form,   which   Consultant  has  read  and
     understands:

THE SHARES  REPRESENTED BY THIS  CERTIFICATE  HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED ("THE  SECURITIES  ACT") AND ARE  "RESTRICTED
SECURITIES" AS THAT TERM IS DEFINED IN RULE 144 PROMULGATED UNDER THE SECURITIES
ACT.  THE SHARES  MAY NOT BE OFFERED  FOR SALE,  SOLD OR  OTHERWISE  TRANSFERRED
EXCEPT PURSUANT TO AN EXEMPTION FROM REGISTRATION  UNDER THE SECURITIES ACT, THE
AVAILABILITY OF WHICH IS ESTABLISHED TO THE SATISFACTION OF JUNIPER.

5.       PERSON ENTITLED TO EXERCISE.

     The Option can only be exercised by Consultant, Consultant's beneficiary or
Consultant's   estate,  and  neither  this  nor  any  rights  hereunder  can  be
transferred  other than by  testamentary  disposition or the laws of descent and
distribution.  Neither this Option, nor any right hereunder, shall be subject to
lien, attachment, execution, or similar process. In the event of any alienation,
pledge,  or  hypothecation,  or any other transfer of this Option,  or any right
hereunder,  or in the  event  of any  levy,  attachment,  execution  or  similar
process,  this Option and all rights granted hereunder shall immediately be null
and void.

6.       TERMINATION OF AGREEMENT BY THE COMPANY.

     Despite anything to the contrary contained in this Agreement hereunder, the
Company may terminate  this Agreement if any of the following  events occur.  In
the event of such  termination,  Consultant  may exercise any options which have
issued for services  already  rendered,  but  Consultant  is not entitled to any
portion of the options  which would have been issued for services  which had not
been performed prior to this termination.

A.   Failure to Follow Instructions. The Company can terminate this Agreement in
     the  event  Consultant  fails to follow  the  Company's  instructions.  The
     Company  must  advise   Consultant   that  his  actions  or  inactions  are
     unacceptable and give Consultant a reasonable time to comply. If Consultant
     fails to  comply,  or a later time  makes the same  unacceptable  action or
     inaction,  he may be  terminated  hereunder  by the  Company's  service  of
     "Notice of Termination" to Consultant.

B.   Breach of Consultant's  Duties. The Company can terminate this Agreement if
     in the sole judgment of the Chief Executive Officer,  Consultant's  actions
     or conduct  would make it  unreasonable  to require  the  Company to retain
     Consultant.

C.   Sale  of  The  Company's  Assets.  The  sale  of  substantially  all of the
     Company's assets to a single purchaser or group of associated partners.

7. REPORTS TO THE COMPANY

a.   Commencing October 1st, 2000, and at least once each month therafter during
     the Term of this  Agreement,  Consultant  shall  prepare and present to the
     Company a written report  describing its activities and its progress toward
     meeting the objectives mutually agreed upon by Consultant and the Company.

b.   Throughout  the Term of this  Agreement,  Consultant  may also  provide the
     officers,  directors,  employees  or  designees  of the Company with verbal
     reports concerning its activities.

8. THIRD PARTIES

     The Company acknowledges that, in connection with its engagement hereunder,
Consultant may introduce the Company to third parties who may transact  business
with the Company and/or assist  Consultant in providing  consulting  services to
the Company hereunder.

9. CONFIDENTIAL INFORMATION

     The Company agrees to promptly provide and fully disclose to Consultant any
and all information  regarding the Company,  which Consultant deems pertinent to
its engagement hereunder.

     Consultant   acknowledges   that  any  and  all  knowledge  or  information
concerning the Company and its affairs  obtained by Consultant,  his principals,
employees and/or  contractors in the course of his engagement  hereunder will be
deemed "confidential" and will be held inviolate by him and that he will conceal
the same from any and all other persons and entities, including, but not limited
to, competitors of the Company and that he will not impart any such knowledge to
anyone whosoever during or after the term of hereof.

     As used herein,  "confidential"  knowledge or  information  means:  (a) all
information  regarding  the  Company,  which is not  generally  available to the
public;  and (b) all  information  regarding the Company,  which was received by
Consultant from a source with confidentiality obligations to the Company.

     Consultant shall, upon the termination of his engagement by the Company for
any reason  whatsoever,  immediately  surrender and turn over to the Company all
"confidential'  material including,  but not limited to, books, forms,  records,
the Company lists and all other papers and writings  relating to the Company and
all other property belonging to the Company, it being understood and agreed that
the same are the sole property of the Company. This includes any and all papers,
documents and computer records created or held by Consultant.

     In  addition  to any other  rights or  remedies to which the Company may be
entitled,  the Company shall have the right to obtain an ex parte restraint upon
the breach or threatened breach of this section.

     This section shall survive termination of this Agreement.

10. CONSULTANT STATUS

     Consultant  acknowledges  that he is  providing  services  hereunder  as an
independent contractor. Accordingly, Consultant agrees that any taxes associated
with the performance of the services hereunder shall be his sole responsibility.
Consultant  further agrees that nothing  herein shall create a  relationship  of
partners or joint  ventures  between  Consultant and the Company and, except as
otherwise  set  forth  herein,  nothing  herein  shall be  deemed  to  authorize
Consultant to obligate or bind the Company to any  commitment  without the prior
written consent of the Company in each instance.

11. REPRESENTATIONS OF THE COMPANY

     The Company hereby represents and warrants as follows:

a.   Organization  and Standing.  The Company is a corporation  validly existing
     and in good standing under the laws of Nevada.

b.   Corporate  Power and  Authority.  The  Company has the  corporate  power to
     execute and deliver this Agreement, has taken all action required by law to
     authorize  such  execution and delivery,  and this Agreement is a valid and
     binding obligation of the Company in accordance with its terms.

c.   Financial Statements. Juniper has or will cause to be delivered, concurrent
     with the  execution  of this  Agreement,  copies  of the most  recent  Form
     10-KSB, the Proxy Statement,  and all subsequent 10-QSBS,  which accurately
     set forth the financial condition of The Company as of the respective dates
     of such documents.

12. REPRESENTATIONS OF CONSULTANT

     Consultant hereby represents and warrants as follows:

a.   Power and  Authority.  Consultant has the power to execute and deliver this
     Agreement, has taken all action required by law to authorize such execution
     and  delivery,  and this  Agreement  is a valid and binding  obligation  of
     Consultant in accordance with its terms.

b.   Inside  Information  Securities  Laws  Violations.  In  the  course  of the
     performance of his duties, consultant may become aware of information which
     may  considered  "inside  information"  within the  meaning of the  Federal
     Securities Laws, Rules and Regulations.  Consultant  acknowledges  that his
     use of such  information to purchase or sell securities of the Company,  or
     its affiliates,  or to transmit such  information to any other party with a
     view to buy,  sell,  or  otherwise  deal in The  Company's  securities,  is
     prohibited  by law and  would  constitute  a breach of this  Agreement  and
     notwithstanding  the  provisions  of this  Agreement,  will  result  in the
     immediate termination of the Options.

c.   Consultant  has been  furnished  with a copy of the  Comapny's  most recent
     Annual  Report on Form  10-KSB,  the Proxy  Statement,  and all  reports or
     documents required to be filed under Sections 13(a), 14(a) and 15(d) of the
     Securities and Exchange Act of 1933, as amended,  including but not limited
     to, quarterly reports on Form 10-QSB; and, in addition, that Consultant has
     been furnished with a brief  description of the Company's capital structure
     and any material  changes in the  Company's  affairs that may not have been
     disclosed in the Disclosure Documents.

13. DEFAULTS

     In the event that the  Company  fails to pay any  amount due to  Consultant
hereunder,  or to timely reimburse Consultant for any expenses in the manner set
forth herein, or otherwise defaults hereunder, after receiving written notice of
such default with fifteen (15) days to cure,  Consultant shall have the right to
cease performing  services hereunder and to declare all amounts due hereunder to
be immediately  due and payable.  In no event shall any funds paid to Consultant
hereunder be refundable to the Company.

14. NOTICES

     All notices permitted,  required or provided for by this Agreement shall be
made in writing,  and shall be deemed adequately  delivered if delivered by hand
and a receipt obtained,  or by a nationally recognized overnight courier service
that regularly maintains records of its pick ups and deliveries,  to the parties
at their respective addresses set forth above or to any other address designated
by a party hereto by written  notice of such address  change.  Notices  shall be
deemed given as of the date of delivery to the overnight  courier  service or to
the recipient if delivered by hand,  and received one day after  delivery to the
overnight courier service or when actually received if delivered by hand.

15. INDEMNIFICATION

     The Company shall hold harmless and indemnify  Consultant  from and against
any and all damages, losses, liabilities, obligations, fees, costs and expenses,
including  but not  limited  to,  the  payment  and  advancement  of  reasonable
attorney's  fees,  resulting  from, or incurred in  connection  with claims made
against  Consultant  relating  to  the  performance  by the  Company  hereunder.
Notwithstanding  the  foregoing,  the Company  shall have no  obligation to hold
harmless and indemnify  Consultant  from claims made against  Consultant,  which
arise out of, or in connection with,  Consultant's negligence in the performance
of  his  duties  hereunder.   The  provisions  of  this  Section  shall  survive
termination of this Agreement.

     The  Consultant  shall hold  harmless  and  indemnify  the Company from and
against any and all damages, losses, liabilities,  obligations,  fees, costs and
expenses,  including  but  not  limited  to,  the  payment  and  advancement  of
reasonable  attorney's  fees,  resulting  from, or incurred in  connection  with
claims made  against the Company  relating to the  performance  of  Consultant's
hereunder.

16. BINDING EFFECT; ASSIGNMENT

     This  Agreement  shall be  binding  upon and  inure to the  benefit  of the
parties and their respective successors and permitted assigns. Neither party may
assign either this  Agreement or any of its rights,  interests,  or  obligations
hereunder without the prior written approval of the other party.

17. ENTIRE AGREEMENT

     This  Agreement  represents  the entire  Agreement  with respect to matters
contemplated  herein and  supersedes  any prior oral or  written  agreements  or
undertakings  between the parties with respect to such matters.  This  Agreement
shall not be amended to any extent or canceled,  except by a writing executed by
the parties.

18. HEADINGS

     The headings in this  Agreement are for  convenience  of reference only and
shall not limit or otherwise affect any of the terms or provisions hereof.

19. COUNTERPARTS

     This Agreement and any  amendments  hereto may be executed in any number of
counterparts,  all  of  which  together  shall  constitute  a  single,  original
instrument.

20. SEPARABILITY

     To the extent that any term or provision hereof is deemed invalid,  void or
otherwise  unenforceable,  but may be made enforceable by amendment thereto, the
parties  agree  that  such  amendment  may be  made  so  that  the  same  shall,
nevertheless,  be enforceable to the fullest extent  permissible  under the laws
and public policies applied in the jurisdiction in which  enforcement is sought.
This  Agreement is made in the State of New York and subject to the laws of such
State  without  regard to conflicts of law rules.  Any action or  proceeding  in
regard to this Agreement  must be brought in the County of Nassau,  State of New
York.

21. WAIVER

     A waiver  of any  breach  of any  provision  of this  Agreement  must be in
writing and shall not  constitute  or operate as a waiver of any other breach of
such provision or of any other  provision,  nor shall any failure to enforce any
provisions  hereof  operate  as a  waiver  of  such  provision  or of any  other
provision hereunder.

     IN WITNESS  WHEREOF,  the parties have caused this Agreement to be executed
and delivered as of the date first above written.

Company:                                       Consultant:

Juniper Group, Inc.                            /s/ Charles Dilluvio
                                               --------------------
                                                   Charles Dilluvio


By: /s/Vlado P. Hreljanovic
    -----------------------
      Vlado P. Hreljanovic

<PAGE>



                                                       EXHIBIT "A"

                                                  INVESTMENT LETTER


                                                                       Date:

Mr. Vlado P. Hreljanovic
Chairman of the Board
Chief Executive Officer
Juniper Group, Inc.
111 Great Neck Road, Suite 604
Great Neck, NY  11021

Dear Mr. Hreljanovic,

     In connection with my purchase (acquisition) of shares of common stock, par
value  $.001  per  share  (the  "Shares"),  of  JUNIPER  GROUP,  INC.  a  Nevada
Corporation  (the  "Company"),  issued  in  consideration  of  an  aggregate  of
$_______,  or $________ per share,  I acknowledge  that you have advised me that
the Shares are not being registered under the Securities Act of 1933, as amended
(the  "Act"),  on the basis of  statutory  exemptions  in Section  4(2)  thereof
relating to transactions  not involving a public offering and that your reliance
on this statutory exemption is based in part on the  representations  made by me
in this letter.

     The  certificate(s)  representing  the shares are to be  delivered to me as
soon as practicable  following the Company's receipt of full payment of ($ ) for
the Shares.

     I understand that the following reports by the Company under the Securities
Exchange Act of 1934, as amended,  including the Form 10-KSB for the fiscal year
ended  December 31, _____,  and the Form 10-QSB's for the  quarter(s) of 200___,
plus any and all  documents,  instruments  records and books  pertaining  to the
Company and this  investment  have been made available to me and my attorney(s),
accountant(s)  or  investment  advisor(s).  I have  had the  opportunity  to ask
questions of, and receive  answers from the Company  concerning  the business of
the Company,  and have had the opportunity to obtain  additional  information in
order to permit me to evaluate the merits and risks of acquiring the Shares.

     I hereby represent to you that I am acquiring the Shares for investment for
my own account and not with a view to resell or otherwise  distribute the Shares
in a manner that would violate the Act, subject to the disposition of the Shares
to be within my control at all times.

     I understand  that  investment in the Shares  involve a very high degree of
risk and that I may lose my entire investment therein.

     I understand that the Shares issued to me will bear a legend  substantially
as follows:

     "This certificate and the shares of stock represented  hereby have not been
registered with the Securities and Exchange  Commission under the Securities Act
of 1933,  as amended,  and may not be  transferred,  re-offered  and sold unless
registered or unless an exemption from registration is available".


<PAGE>

Mr. Vlado P. Hreljanovic
JUNIPER GROUP, INC.
Page Two

     In the  absence  of an  effective  registration  statement  under  the  Act
covering the Shares, I shall not offer,  sell,  transfer or otherwise dispose of
any of the  Shares  without  either  first  obtaining  an  opinion  of  counsel,
reasonably  satisfactory  to you,  that  the  disposition  may be  made  without
registration  of the Shares in  question  under the Act,  or first  obtaining  a
letter from the Division of  Corporation  Finance of the Securities and Exchange
Commission (the  "Commission") to the effect that it will recommend no action to
the Commission if any of the Shares to be disposed of are so disposed of without
registration.

     In the event that I, or anyone acting on my behalf who shall be entitled to
dispose of any of the  Shares,  shall  decide to  dispose of such  Shares in the
absence of an  effective  registration  statement,  as a  condition  to any such
disposition I will obtain, if required by you, an agreement in writing from each
person to whom such disposition is proposed to be made to the same effect as the
agreement, understandings and representations which are hereby made.

     Finally,  all legal fees and other expenses incurred in connection with the
rendering of opinions or the obtaining of "no-action" letters in accordance with
the  provisions  hereof shall be entirely my obligation and  responsibility  and
shall not be any of your  responsibility,  and I will promptly pay and discharge
the same.  Please issue the Shares in accordance with the instructions set forth
at the bottom of this letter.

                                            Very truly yours,


                                            __________________________________

Date: __________________________


Please register the Shares as follows:

Name:

Address:

Soc. Sec. #
<PAGE>
                               Gerald A. Kaufman
                                Attorney at Law
                              33 Walt Whitman Road
                       Huntington Station, New York 11746

                                                                     Exhibit 5.1
                                                                     -----------


January 25, 2001

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

Re:  Registration  Statement on Form S-8 Relating to 1,665,000  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 1,665,000  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 a Stock Option Plan and an Agreement for Consulting
Services.

     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 we 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, Suite 352
                           Great Neck, New York 11021





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  January 25, 2001, of Juniper  Group,  Inc. of our
report dated March 29, 2000, appearing on Page F-2 of Form 10-KSB for the fiscal
year ended December 31, 1999.


     This consent is in connection  with the  Registration  Statement  under the
Securities Act of 1933, as amended,  1,665,000 shares of Common Stock. par value
$.001 per share, of Juniper Group, Inc., issuable under a Stock Option Plan.


                                             GOLDSTEIN & GANZ, P.C.





Great Neck, New York
January 25, 2001
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "JUNIPER GROUP, INC.", "secsgml_size_bytes": 155974}]
{"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": "333-54554", "film-number": "1518330"}, "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 January 25, 2001
  Registration No. 33-
-------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    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
Incorporation or Organization)                       Identification Number)

              111 Great Neck Road, Suite 604, Great Neck, NY 11021
               (Address of principal executive offices) (zip code)

                   Agreements for Consulting Services for 2001
                            (Full Title of the Plan)

                             2000 Stock Option Plan
                            (Full Title of the Plan)

                             Vlado Paul Hreljanovic
                               JUNIPER GROUP, INC.
                         111 Great Neck Road, Suite 604
                            New York, New York 10022
                                 (516) 829-4670
 (Name, Address and telephone number including area code, of agent for service)

A copy of all  communications,  including  communications  sent to the agent for
service, should be sent to:

                                  Gerald A. Kaufman
                              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
Title of                                 Maximum            Maximum               Amount of
Securities to     Amount to be        Offering Price        Aggregate           Registration
be Registered      Registered           Per Share          Offering Price            Fee
Stock Options     1,500,000    (1)       $ -  (2)           $  -                   $  -

Common Stock,
$.001 par value   1,500,000 shs          $1.00(6)           $1,500,000             $  454.54

Common Stock,
$.001 par value      75,000 shs(3)       $1.00(6)           $   75,000             $   22.73

Common Stock,
$.001 par value      45,000 shs(4)       $1.00(6)           $   45,000             $   13.64

Common Stock,
$.001 par value      45,000 shs(5)       $1.00(6)           $   45,000             $   13.64

                                                            ----------             ---------
                                Total                       $1,665,000             $  504.55
                                                            ==========             =========
-----------------------------

(1)  Represents  options  granted or to be granted  under the 2000 Stock  Option
     Plan (the "Plan") of Juniper Group, Inc. (the "Registrant").

(2)  No Registration Fee is required, pursuant to Rule 457 (h)(2).

(3)  Shares  issuable  upon exercise of options  granted to Anthony  Bossello in
     consideration  of  services  rendered  and  to be  rendered  pursuant  to a
     Consulting Agreement dated January 3, 2001.

(4)  Shares  issuable  upon  exercise of options  granted to Stephen  Apolant in
     consideration  of  services  rendered  and  to be  rendered  pursuant  to a
     Consulting Agreement dated September 22, 2000.

(5)  Shares  issuable  upon exercise of options  granted to Charles  Dilluvio in
     consideration  of  services  rendered  and  to be  rendered  pursuant  to a
     consulting agreement dated September 11, 2000.

(6)  Calculated  solely for the  purpose of  determining  the  registration  fee
     pursuant to Rule 457(h)(i) based upon the per share exercise price.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents By Reference

     The following  documents filed with the Securities and Exchange  Commission
(the "Commission") by the registrant,  Juniper Group, Inc., a Nevada corporation
(the  "Company"),  pursuant to the  Securities  Exchange Act of 1934, as amended
(the  "Exchange  Act"),  are  incorporated  by  reference  in this  registration
statement.

(1)  The  Company's  Annual  Report on Form  10-KSB  for the  fiscal  year ended
     December 31, 1999;

(2)  The Company's Quarterly Report on Form 10-QSB for the fiscal quarters ended
     March 31, 2000; June 30, 2000 and September 30, 2000.

(3)  The  description of the Company's  common stock,  par value $.001 per share
     (the "Common Stock"),  contained in the Company's Registration Statement on
     Form S-18 (File No. 33-35101-NY)  pursuant to Section 12(g) of the Exchange
     Act,  including  any  amendment or report filed for the purpose of updating
     such information.

     All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment  which  indicates that all securities  offered have been sold or which
registers  all  securities  then  remaining  unsold,  shall  be  deemed  to be
incorporated by reference herein and to be a part hereof from the date of filing
of such documents.  Any statement contained in a document incorporated or deemed
to be  incorporated  by  reference  herein  shall be  deemed to be  modified  or
superseded  for  purposes of this  registration  statement  to the extent that a
statement  contained  herein or in any other  subsequently  filed document which
also is incorporated  or deemed to be incorporated by reference  herein modifies
or supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
registration statement.

Item 4.  Description of Securities.
         Not applicable - Securities registered under Section 12.

Item 5.  Interests of Named Experts and Counsel.

         None

Item 6.  Indemnification of Directors and Officers

     Under the Nevada Corporation Law, a corporation's Articles of Incorporation
may contain  provisions  eliminating  or limiting  the  personal  liability of a
director  or officer to the  Corporation,  or its  stockholders  for damages for
breach of fiduciary duties as a director or officer, except the Corporation must
not  eliminate  or limit  liability  of a director  or  officer  for (a) acts or
omissions which involve  intentional  misconduct,  fraud or knowing violation of
law or (b) payment of distributions in violation of the statutes.

                                     II-2
Article 6 of the  Registrant's  By-Laws  provides that the Registrant shall
indemnify  directors and officers and their heirs,  executors and administrators
to the  full  extent  permitted  by the  Nevada  General  Corporation  Law.  The
Registrant,  by  appropriate  action of its Board of  Directors,  may  indemnify
directors and officers and their heirs, executors and administrators to the full
extent permitted by the Nevada General Corporation Law.

Item 7.  Exemption From Registration Claimed.

         Not Applicable.

Item 8.  Exhibits.

Exhibit No.    Description of Exhibit
-----------    ----------------------
4.1            2000 Stock Option Plan (the "Plan")

4.2            Form of Stock Option  Agreement  under the Plan between the
               Registrant and the holders of non-qualified stock options.

4.3            Form of Stock Option Agreement under the Plan between the
               Registrant and the holders of the incentive stock options.

4.4            Consulting Agreement between the Registrant and Anthony Bozzello
               dated Janaury 3, 2001.

4.5            Consulting Agreement between the Registrant and Stephen Apolant
               dated September 22, 2000.

4.6            Consulting Agreement between the Registrant and Charles Dilluvio
               dated September 11, 2000.                           .

5.1            Opinion of Gerald A. Kaufman.

23.1           Consent of Gerald A. Kaufman (included in Exhibit 5.1 hereto).

23.2           Consent of Goldstein & Ganz, P.C., Certified Public Accountants.

24.1           Powers of Attorney  (included on the  signature  page of this
               Registration Statement).

                                      II-3
Item 9.     Required Undertakings.

The undersigned Registrant hereby undertakes:

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

(i)  To include any  prospectus  required by Section  10(a)(3) of the Securities
     Act of 1933.

(ii) 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,
     represents  a  fundamental  change  in the  information  set  forth  in the
     registration  statement.  Notwithstanding  the  foregoing,  any increase or
     decrease in the 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 a  prospectus  filed with the  commission
     pursuant to Rule 424(b),  if, in the  aggregate,  the changes in volume and
     price  represent  no more than 20 percent  change in the maximum  aggregate
     offering price set forth in the "Calculation of Registration Fee" table.

(iii)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.

(2)  That, for the purpose of determining any liability under the Securities Act
     of 1933,  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.

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

(b)  The  undersigned   Registrant  hereby  undertakes  that,  for  purposes  of
     determining  any liability under the Securities Act of 1933, each filing of
     the  Registrant's  annual report pursuant to Section 13(a) or Section 15(d)
     of the Securities Exchange Act of 1934 (and, where applicable,  each filing
     of an employee  benefit  plan's annual report  pursuant to Section 15(d) of
     the Securities  Exchange Act of 1934) 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.

(c)  Insofar as indemnification for liabilities arising under the Securities Act
     of 1933 may be permitted to directors,  officers or controlling  persons of
     the Registrant  pursuant to any  arrangement,  provision or otherwise,  the
     Registrant  has been  advised  that in the  opinion of the  Securities  and
     Exchange  Commission  such  indemnification  is  against  public  policy as
     expressed in the Securities Act of 1933 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 whether such indemnification by it is
     against  public policy as expressed in the  Securities Act of 1933 and will
     be governed by the final adjudication of such issue.

                                   II-4
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 of the
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 Town of Great Neck, State of New York, on January 25, 2001.

                                          JUNIPER GROUP, INC.

                                          By: /s/ Vlado P. Hreljanovic
                                              ------------------------
                                              Vlado P. Hreljanovic
                                              Chief Executive Officer

                                POWER OF ATTORNEY

     Each person whose signature  appears below hereby  constitutes and appoints
Vlado P. Hreljanovic, his true and lawful attorney-in-fact and agent, with power
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this registration statement,  and to file the same, with exhibits
thereto and other  documents in connection  therewith,  with the  Securities and
Exchange Commission,  hereby ratifying all that said  attorney-in-fact and agent
or his substitute or substitutes, or any of them, may lawfully do or cause to be
done by virtue hereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities indicated on January 25, 2001.                   .

      Signature                              Title

/s/Vlado P. Hreljanovic
-----------------------
Vlado P. Hreljanovic                     President, Chief Executive Officer,
                                         Acting Chief Financial Officer
                                         Chairman of the Board of Directors
                                         (principal executive officer &
                                         Accounting Officer

/s/ Harold A. Horowitz
----------------------
Harold A. Horowitz, Esq.                 Director

/s/ Barry S. Huston                      Director
----------------------
Barry S. Huston, Esq.

                                      II-5
EXHIBIT INDEX

Exhibit No.    Description of Exhibit
-----------    ----------------------

4.1            2000 Stock Option Plan (the "Plan")

4.2            Form of Stock Option  Agreement  under the Plan between the
               Registrant and the holders of non-qualified stock options.

4.3            Form of Stock Option Agreement under the Plan between the
               Registrant and the holders of the incentive stock options.

4.4            Consulting Agreement between the Registrant and Anthony Bozzello
               dated January 3, 2001.

4.5            Consulting Agreement between the Registrant and Stephen Apolant
               dated September 22, 2000.

4.6            Consulting Agreement between the Registrant and Charles Dilluvio
               dated September 11, 2000.

5.1            Opinion of Gerald A. Kaufman.

23.1           Consent of Gerald A. Kaufman (included in Exhibit 5.1 hereto).

23.2           Consent of Goldstein & Ganz, P.C., Certified Public Accountants.

24.1           Powers of Attorney  (included on the  signature  page of this
               Registration Statement).

                                      II-6
Exhibit 4.1
                                                            -----------

                              Juniper Group, Inc.
                             2000 Stock Option Plan

1.  Purposes.

     The JUNIPER GROUP,  INC. 2000 STOCK OPTION PLAN (the "Plan") is intended to
provide the employees,  directors,  independent  contractors  and consultants of
Juniper Group, Inc. (the "Company") and/or any subsidiary or parent thereof with
an added incentive to commence and/or continue their services to the Company and
to induce them to exert their maximum efforts toward the Company's  success.  By
thus encouraging employees,  directors,  independent contractors and consultants
and promoting  their  continued  association  with the Company,  the Plan may be
expected  to benefit  the  Company  and its  stockholders.  The Plan  allows the
Company to grant Incentive Stock Options  ("ISOs") (as defined in Section 422(b)
of the Internal  Revenue Code of 1986,  as amended (the  "Code"),  Non-Qualified
Stock Options ("NQSOs") not intended to qualify under Section 422(b) of the Code
and Stock Appreciation Rights ("SARs") (collectively the "Options"). The vesting
of one or more  Options  granted  hereunder  may be based on the  attainment  of
specified  performance  goals  of  the  participant  or the  performance  of the
Company, one or more subsidiaries,  parent and/or division of one or more of the
above.

2.  Shares Subject to the Plan.

     The total number of shares of Common Stock of the Company,  $.001 par value
per share,  that may be subject to Options  granted  under the Plan shall be one
million  five  hundred  thousand  (1,500,000)  in  the  aggregate,   subject  to
adjustment as provided in Paragraph 8 of the Plan; however,  the grant of an ISO
to an employee  together  with a tandem SAR or any NQSO to an employee  together
with a tandem SAR shall only require one share of Common Stock available subject
to the Plan to satisfy such joint  Option.  The Company shall at all times while
the Plan is in force  reserve  such number of shares of Common  Stock as will be
sufficient to satisfy the  requirement of outstanding  Options granted under the
Plan.  In the event any Option  granted under the Plan shall expire or terminate
for any reason  without  having  been  exercised  in full or shall cease for any
reason to be  exercisable in whole or in part,  the  unpurchased  shares subject
thereto shall again be available for granting of Options under the Plan.

3.  Eligibility.

     ISO's  or  ISO's  in  tandem  with  SAR's   (provided  the  SAR  meets  the
requirements  set forth in Temp. Reg. Section  14a.422A-1,  A-39 (a) through (e)
inclusive)  may be  granted  from  time to time  under  the  Plan to one or more
employees of the Company or of a "subsidiary" or "parent" of the Company, as the
quoted  terms are  defined  within  Section  424 of the Code.  An  Officer is an
employee for the above purposes.  However,  a director of the Company who is not
otherwise  an employee is not deemed an employee  for such  purposes.  NQSOs and
NQSOs in tandem with SARs may be granted from time to time under the Plan to one
or more employees of the Company,  Officers,  members of the Board of Directors,
independent contractors, consultants and other individuals who are not employees
of, but are involved in the  continuing  development  and success of the Company
and/or of a subsidiary  of the Company,  including  persons who have  previously
been granted Options under the Plan.

4.  Administration of the Plan.

     (a) The Plan shall be administered by the Board of Directors of the Company
as such  Board  of  Directors  may be  composed  from  time to  time  and/or  by
Compensation  Committee (the "Committee")  which shall be comprised of solely of
at  least  two  Outside  Directors  (as  such  term is  defined  in  regulations
promulgated  from time to time with  respect to Section  162(m)(4)(C)(i)  of the
Code) appointed by such Board of Directors of the Company.  As and to the extent
authorized by the Board of Directors of the Company,  the Committee may exercise
the power and authority vested in the Board of Directors under the Plan.  Within
the limits of the express  provisions  of the Plan,  the Board of  Directors  or
Committee  shall  have  the  authority,  in its  discretion,  to  determine  the
individuals to whom,  and the time or times at which,  Options shall be granted,
the character of such Options (whether ISOs,  NQSOs,  and/or SARs in tandem with
NQSOs, and/or SARs in tandem with ISOs) and the number of shares of Common Stock
to be subject to each  Option,  the  manner and form in which the  optionee  can
tender  payment upon the exercise of his Option,  and to interpret  the Plan, to
prescribe,  amend and rescind  rules and  regulations  relating to the Plan,  to
determine the terms and provisions of Option agreements that may be entered into
in  connection  with  Options  (which  need not be  identical),  subject  to the
limitation   that   agreements   granting  ISOs  must  be  consistent  with  the
requirements  for the ISOs being  qualified  as  "incentive  stock  options"  as
provided in Section 422 of the Code,  and to make all other  determinations  and
take all other  actions  necessary or advisable  for the  administration  of the
Plan. In making such determinations, the Board of Directors and/or the Committee
may take into account the nature of the services  rendered by such  individuals,
their present and potential  contributions  to the Company's  success,  and such
other factors as the Board of Directors and/or the Committee, in its discretion,
shall  deem   relevant.   The  Board  of  Directors'   and/or  the   Committee's
determinations on the matters referred to in this Paragraph shall be conclusive.

     (b) Notwithstanding  anything contained herein to the contrary,  at anytime
during the period the Company's  Common Stock is registered  pursuant to Section
12(g) of the Securities Exchange Act of 1934 (the "1934 Act"), the Committee, if
one has been  appointed to  administer  all or part of the Plan,  shall have the
exclusive  right to grant Options to covered  employees as defined under Section
162(m)(3) of the Code (generally  persons subject to Section 16 of the 1934 Act)
and set forth the terms and conditions thereof.  With respect to persons subject
to Section 16 of the 1934 Act,  transactions under the Plan are intended, to the
extent  possible,  to comply with all  applicable  conditions of Rule 16b-3,  as
amended from time to time, (and its successor provisions, if any) under the 1934
Act and  Section  162(m)(4)(C)  of the  Code,  as  amended.  To the  extent  any
provision of the Plan or action by the Board of Directors or Committee  fails to
so comply,  it shall be deemed null and void, to the extent permitted by law and
deemed advisable by the Board of Directors and/or such Committee.

5.  Terms of Options.

     Within  the  limits of the  express  provisions  of the Plan,  the Board of
Directors or the Committee may grant either ISOs or NQSOs or SARs in tandem with
NQSOs or SARs in tandem with ISOs.  An ISO or an NQSO  enables  the  optionee to
purchase from the Company,  at any time during a specified  exercise  period,  a
specified  number of shares of Common  Stock at a specified  price (the  "Option
Price").  The  optionee,  if  granted  a SAR in tandem  with a NQSO or ISO,  may
receive from the Company,  in lieu of exercising  his option to purchase  shares
pursuant to his NQSO or ISO, at one of the certain  specified  times  during the
exercise  period  of the  NQSO or ISO as set by the  Board of  Directors  or the
Committee, the excess of the fair market value upon such exercise (as determined
in accordance with  subparagraph (b) of this Paragraph 5) of one share of Common
Stock  over the  Option  Price per  share  specified  upon  grant of the NQSO or
ISO/SAR multiplied by the number of shares of Common Stock covered by the SAR so
exercised.  The character and terms of each Option  granted under the Plan shall
be determined by the Board of Directors and/or the Committee consistent with the
provisions of the Plan, including the following:

     (a) An Option  granted under the Plan must be granted  within 10 years from
the  date  the  Plan  is  adopted,  or the  date  the  Plan is  approved  by the
stockholders of the Company, whichever is earlier.

     (b) The Option Price of the shares of Common Stock  subject to each ISO and
each SAR  issued  in tandem  with an ISO shall not be less than the fair  market
value of such shares of Common Stock at the time such ISO is granted.  Such fair
market value shall be determined by the Board of Directors and, if the shares of
Common  Stock are  listed on a  national  securities  exchange  or traded on the
over-the-counter  market,  the fair market  value shall be the closing  price on
such exchange,  or the mean of the closing bid and asked prices of the shares of
Common  Stock on the  over-the-counter  market,  as reported by the Nasdaq Stock
Market, the National Association of Securities Dealers OTC Bulletin Board or the
National  Quotation  Bureau,  Inc.,  as the case may be, on the day on which the
Option is granted or, if there is no closing price or bid or asked price on that
day,  the closing  price or mean of the closing bid and asked prices on the most
recent  day  preceding  the day on which the  Option is  granted  for which such
prices are  available.  If an ISO or SAR in tandem with an ISO is granted to any
individual who,  immediately before the ISO is to be granted,  owns (directly or
through  attribution)  more than 10% of the total  combined  voting power of all
classes  of  capital  stock of the  Company  or a  subsidiary  or  parent of the
Company,  the  Option  Price of the shares of Common  Stock  subject to such ISO
shall not be less than 110% of the fair market  value per share of the shares of
Common Stock at the time such ISO is granted.

     (c) The Option Price of the shares of Common Stock subject to an NQSO or an
SAR in tandem with a NQSO granted  pursuant to the Plan shall be  determined  by
the Board of Directors or the Committee, in its sole discretion,  subject to any
minimum option price  established  from time to time under any state  securities
law with respect to grants in such states.

     (d) In no event shall any Option  granted under the Plan have an expiration
date later than 10 years from the date of its  grant,  and all  Options  granted
under the Plan shall be subject to earlier  termination as expressly provided in
Paragraph 6 hereof.  If an ISO or an SAR in tandem with an ISO is granted to any
individual who, immediately before the ISO is granted, owns (directly or through
attribution)  more that 10% of the total combined voting power of all classes of
capital stock of the Company or of a subsidiary  or parent of the Company,  such
ISO shall by its terms expire and shall not be exercisable  after the expiration
of five (5) years from the date of its grant.

     (e) An SAR may be exercised  at any time during the exercise  period of the
ISO or NQSO with which it is granted in tandem and prior to the exercise of such
ISO or NQSO.  Notwithstanding  the foregoing,  the Board of Directors and/or the
Committee  shall in their  discretion  determine from time to time the terms and
conditions of SAR's to be granted, which terms may vary from the afore-described
conditions,  and  which  terms  shall be set  forth in a  written  stock  option
agreement  evidencing  the SAR  granted  in  tandem  with the ISO or  NQSO.  The
exercise  of an SAR  granted  in tandem  with an ISO or NQSO  shall be deemed to
cancel such number of shares subject to the  unexercised  Option as were subject
to the exercised SAR. The Board of Directors or the Committee has the discretion
to alter the terms of the SARS if  necessary  to comply  with  Federal  or state
securities law. Amounts to be paid by the Company in connection with an SAR may,
in the  Board of  Director's  or the  Committee's  discretion,  be made in cash,
Common Stock or a combination thereof.

     (f) An Option granted under the Plan shall become exercisable,  in whole at
any time or in part  from time to time,  but in no event  may an  Option  (i) be
exercised  as to less than one hundred  (100)  shares of Common Stock at any one
time, or the remaining shares of Common Stock covered by the Option if less than
one hundred (100),  and (ii) except with respect to  performance  based Options,
become fully  exercisable  more than five years from the date of its grant,  nor
shall less than 20% of the Option become exercisable in in any of the first five
years of the Option,  if not  terminated  as  provided in Section 6 hereof.  The
Board of Directors or the Committee,  if applicable,  shall,  in the event it so
elects  in its  sole  discretion,  set one or more  performance  standards  with
respect  to one or  more  Options  upon  which  vesting  is  conditioned  (which
performance standards may vary among the Options).

     (g) An Option  granted under the Plan shall be exercised by the delivery by
the holder  thereof to the Company at its principal  office (to the attention of
the  Secretary)  of written  notice of the number of full shares of Common Stock
with respect to which the Option is being  exercised,  accompanied by payment in
full,  which  payment at the option of the optionee  shall be in the form of (i)
cash or  certified  or bank check  payable to the order of the  Company,  of the
Option  Price of such  shares of Common  Stock,  or,  (ii) if  permitted  by the
Committee or the Board of Directors, as determined by the Committee or the Board
of Directors in its sole  discretion at the time of the grant of the Option with
respect  to an ISO and at or prior to the time of  exercise  with  respect  to a
NQSO, by the delivery of shares of Common Stock having a fair market value equal
to the Option  Price or the  delivery  of an  interest-bearing  promissory  note
having an original  principal  balance equal to the Option Price and an interest
rate not below the rate which would  result in imputed  interest  under the Code
(provided,  in order to qualify as an ISO,  more than one year shall have passed
since the date of grant and one year from the date of exercise), or (iii) at the
option of the Committee or the Board of  Directors,  determined by the Committee
or the Board of Directors in its sole discretion at the time of the grant of the
Option  with  respect  to an ISO and at or prior to the  time of  exercise  with
respect to a NQSO, by a combination of cash,  promissory note and/or such shares
of Common Stock  (subject to the  restriction  above) held by the employee  that
have a fair market value  together  with such cash and  principal  amount of any
promissory note that shall equal the Option Price, or (iv) to the extent allowed
by applicable  Federal and state securities laws, at the option of the Committee
or the  Board of  Directors  in its sole  discretion  at or prior to the time of
exercise,  by  surrender  to the  Company  of a number  of  options  having  an
"in-the-money value" that shall equal the Option Price ("in-the-money" value for
this  purpose  shall be the excess of Common Stock at the date of grant over the
Option  Price).  Furthermore,  the Committee or Board of Directors,  in its sole
discretion,  may provide for  withholding as set forth in Paragraph 9(c) hereof.
In the event an  employee  is granted  an ISO or NQSO in tandem  with an SAR and
desires to exercise such SAR, such written notice shall so state such intention.
To the extent  allowed by  applicable  Federal and state  securities  laws,  the
Option  Price may also be paid in full by a  broker-dealer  to whom the optionee
has submitted an exercise  notice  consisting  of a fully  endorsed  Option,  or
through  any  other  medium of  payment  as the Board of  Directors  and/or  the
Committee, in its discretion, shall authorize.

     (h) The holder of an Option shall have none of the rights of a  stockholder
with respect to the shares of Common Stock covered by such holder's Option until
such shares of Common  Stock shall be issued to such holder upon the exercise of
the Option.

     (i) All ISOs or SARs in tandem with ISOs  granted  under the Plan shall not
be transferable  otherwise than by will or the laws of descent and  distribution
and may be  exercised  during the  lifetime  of the holder  thereof  only by the
holder.  The Board or the Committee,  in its sole  discretion,  shall  determine
whether  an  Option  other  than an ISO or SAR in  tandem  with an ISO  shall be
transferable.  No Option  granted  under the Plan shall be subject to execution,
attachment or other process.

     (j) The aggregate  fair market value,  determined as of the time any ISO or
SAR in  tandem  with  an ISO is  granted  and  in  the  manner  provided  for by
Subparagraph (b) of this Paragraph 5, of the shares of Common Stock with respect
to which ISOs granted under the Plan are  exercisable  for the first time during
any  calendar  year and under  incentive  stock  options  qualifying  as such in
accordance  with Section 422 of the Code granted under any other incentive stock
option plan maintained by the Company or its parent or subsidiary  corporations,
shall not exceed  $100,000.  Any grant of Options in excess of such amount shall
be deemed a grant of a NQSO.

     (k) Notwithstanding anything contained herein to the contrary, an SAR which
was granted in tandem with an ISO shall (i) expire no later than the  expiration
of the  underlying  ISO; (ii) be for no more than 100% of the spread at the time
the SAR is exercised;  (iii) shall only be transferable  when the underlying ISO
is  transferable;  (iv) only be exercised when the underlying ISO is eligible to
be exercised; and (v) only be exercisable when there is a positive spread.

     (l) In no  event  shall an  employee  be  granted  Options  for  more  than
1,000,000  shares of Common Stock during any calendar year period (giving effect
to the 1:10 reverse stock split that  occurred on December 13, 2000);  provided,
however,  that the limitation set forth in this Section 5(l) shall be subject to
adjustment as provided in Section 8 herein.

6.  Death or Termination of Employment/Consulting Relationship.

     (a) Except as provided  herein,  or  otherwise  determined  by the Board of
Directors  or  the  Committee  in  its  sole  discretion,  upon  termination  of
employment  with  the  Company  voluntarily  by  employee  or  termination  of a
consulting  relationship  with the Company prior to the  termination of the term
thereof,  a holder of an Option under the Plan may exercise  such Options to the
extent such Options were  exercisable  as of the date of termination at any time
within  three (3)  months  after the date of such  termination,  subject  to the
provisions of  Subparagraph  (d) of this Paragraph 6.  Notwithstanding  anything
contained herein to the contrary,  unless  otherwise  determined by the Board of
Directors or the Committee in its sole discretion, any options granted hereunder
to an optionee and then outstanding shall immediately terminate in the event the
optionee is terminated as a result of performing services for the Company in bad
faith or has been  convicted of a felony  committed  against the Company,  or is
terminated  for cause,  and the other  provisions of this Section 6 shall not be
applicable thereto.  For purposes of this Section 6, termination for cause shall
be deemed the decision of the Company in its sole discretion,  that the Optionee
has not adequately performed the services for which he/she/it was hired.

     (b) If the  holder  of an  Option  granted  under  the Plan  dies (i) while
employed by the Company or a subsidiary or parent corporation or while providing
consulting services to the Company or a subsidiary or parent corporation or (ii)
within   three   (3)   months   after   the   termination   of   such   holder's
employment/consulting,   such  Options  may,   subject  to  the   provisions  of
subparagraph  (d) of this  Paragraph 6, be exercised by a legatee or legatees of
such Option under such individual's  last will or by such individual's  personal
representatives  or  distributees  at any time within such time as determined by
the Board of Directors or the Committee in its sole discretion, but in any event
within twelve  months,  less one (1) day after the  individual's  death,  to the
extent  such  Options  were  exercisable  as of the  date  of  death  or date of
termination of employment, whichever date is earlier.

     (c) If the holder of an Option under the Plan becomes  disabled  within the
definition  of section  22(e)(3) of the Code while  employed by the Company or a
subsidiary or parent corporation,  such Option may, subject to the provisions of
subparagraph (d) of this Paragraph 6, be exercised at any time within six months
less  one  day  after  such  holder's  termination  of  employment  due  to  the
disability.

     (d)  Except  as  otherwise  determined  by the  Board of  Directors  or the
Committee in its sole  discretion,  an Option may not be  exercised  pursuant to
this  Paragraph 6 except to the extent that the holder was  entitled to exercise
the Option at the time of termination of employment,  consulting relationship or
death, and in any event may not be exercised after the original  expiration date
of the Option.  Notwithstanding  anything  contained  herein which may be to the
contrary,  such  termination or death prior to vesting shall,  unless  otherwise
determined by the Board of Directors or Committee,  in its sole  discretion,  be
deemed to occur at a time the holder was not entitled to exercise the Option.

     (e) The Board of Directors or the Committee, in its sole discretion, may at
such time or times as it deems appropriate,  if ever,  accelerate all or part of
the vesting  provisions  with respect to one or more  outstanding  options.  The
acceleration  of  one  Option  shall  not  infer  that  any  Option  is or to be
accelerated.

7.  Leave of Absence.

     For the  purposes  of the Plan,  an  individual  who is on military or sick
leave or other bona fide leave of absence  (such as temporary  employment by the
Government)  shall be considered as remaining in the employ of the Company or of
a subsidiary or parent corporation for ninety (90) days or such longer period as
such  individual's  right to reemployment is guaranteed  either by statute or by
contract.

8.  Adjustment Upon Changes in Capitalization.

     (a) In the event that the outstanding  shares of Common Stock are hereafter
changed  by  reason  of  recapitalization,   reclassification,  stock  split-up,
combination  or  exchange  of  shares of  Common  Stock or the  like,  or by the
issuance  of  dividends  payable  in  shares  of Common  Stock,  an  appropriate
adjustment  shall be made by the Board of Directors,  as determined by the Board
of Directors  and/or the Committee,  in the aggregate number of shares of Common
Stock available under the Plan, in the number of shares of Common Stock issuable
upon exercise of  outstanding  Options,  and the Option Price per share.  In the
event  of any  consolidation  or  merger  of the  Company  with or into  another
company,  or the  conveyance  of all or  substantially  all of the assets of the
Company to  another  company  for  solely  stock  and/or  securities,  each then
outstanding Option shall upon exercise  thereafter entitle the holder thereof to
such number of shares of Common Stock or other securities or property to which a
holder of shares of Common Stock of the Company would have been entitled to upon
such  consolidation,  merger or  conveyance;  and in any such  case  appropriate
adjustment, as determined by the Board of Directors of the Company (or successor
entity)  shall be made as set forth above with respect to any future  changes in
the  capitalization  of the Company or its successor entity. In the event of the
proposed  dissolution or  liquidation of the Company,  or, except as provided in
(b) below,  the sale of  substantially  all the assets of the  Company for other
than  stock  and/or  securities,  all  outstanding  Options  under the Plan will
automatically terminate,  unless otherwise provided by the Board of Directors of
the Company or any authorized committee thereof.

     (b) Any Option granted under the Plan,  may, at the discretion of the Board
of Directors of the Company and said other corporation, be exchanged for options
to purchase  shares of capital stock of another  corporation  which the Company,
and/or a  subsidiary  thereof is merged  into,  consolidated  with,  or all or a
substantial  portion of the property or stock of which is acquired by said other
corporation or separated or reorganized into. The terms, provisions and benefits
to the optionee of such substitute  option(s) shall in all respects be identical
to the terms,  provisions and benefits of optionee under his Option(s)  prior to
said  substitution.  To the extent the above may be  inconsistent  with Sections
424(a)(1) and (2) of the Code,  the above shall be deemed  interpreted  so as to
comply therewith.

     (c) Any  adjustment  in the number of shares of Common  Stock  shall  apply
proportionately  to  only  the  unexercised   portion  of  the  Options  granted
hereunder.  If  fractions  of shares of Common  Stock would result from any such
adjustment,  the adjustment  shall be revised to the next higher whole number of
shares of Common  Stock.  No  adjustment  shall be made  with  respect  to stock
dividends or splits which do not exceed 5% in a fiscal year,  cash  dividends or
the  issuance  to share  holders  of the  Grantor  or  rights to  subscribe  for
additional shares of Common Stock or other securities.

9. Further Conditions of Exercise.

     (a) Unless the shares of Common  Stock  issuable  upon the  exercise  of an
Option have been registered with the Securities and Exchange Commission pursuant
to the Securities Act of 1933, as amended,  prior to the exercise of the Option,
an optionee must  represent in writing to the Company that such shares of Common
Stock  are  being  acquired  for  investment  purposes  only and not with a view
towards  the  further  resale or  distribution  thereof,  and must supply to the
Company such other  documentation  as may be required by the Company,  unless in
the  opinion  of  counsel  to the  Company  such  representation,  agreement  or
documentation is not necessary to comply with said Act.

     (b) The  Company  shall not be  obligated  to deliver  any shares of Common
Stock  until  they have been  listed on each  securities  exchange  on which the
shares of Common Stock may then be listed or until there has been  qualification
under or compliance with such state or federal laws, rules or regulations as the
Company may deem applicable.

     (c) The Board of Directors or Committee may make such  provisions  and take
such steps as it may deem  necessary or appropriate  for the  withholding of any
taxes that the Company is required by any law or regulation of any  governmental
authority,  whether federal, state or local, domestic or foreign, to withhold in
connection with the exercise of any Option,  including,  but not limited to, (i)
the withholding of payment of all or any portion of such Option and/or SAR until
the holder  reimburses  the  Company  for the amount the  Company is required to
withhold  with respect to such taxes,  or (ii) the  cancelling  of any number of
shares of Common Stock  issuable  upon  exercise of such Option and/or SAR in an
amount  sufficient  to reimburse the Company for the amount it is required to so
withhold, (iii) the selling of any property contingently credited by the Company
for the purpose of exercising such Option, in order to withhold or reimburse the
Company for the amount it is required to so withhold,  or (iv)  withholding  the
amount due from such employee's wages if the employee is employed by the Company
or any subsidiary thereof.

10.  Termination, Modification and Amendment.

     (a) The Plan (but not  Options  previously  granted  under the Plan)  shall
terminate  ten (10) years from the  earliest of the date of its  adoption by the
Board of Directors,  or the date the Plan is approved by the stockholders of the
Company,  or such date of termination,  as hereinafter  provided,  and no Option
shall be granted after termination of the Plan.

     (b) The Plan may from time to time be  terminated,  modified  or amended by
the affirmative  vote of the holders of a majority of the outstanding  shares of
capital stock of the Company entitled to vote thereon.

     (c) The Board of  Directors  of the Company  may at any time,  prior to ten
(10) years  from the  earlier  of the date of the  adoption  of the Plan by such
Board  of  Directors  or the  date the  Plan is  approved  by the  stockholders,
terminate the Plan or from time to time make such modifications or amendments of
the  Plan as it may  deem  advisable;  provided,  however,  that  the  Board  of
Directors shall not,  without approval by the affirmative vote of the holders of
a majority of the outstanding shares of capital stock of the Company entitled to
vote thereon, increase (except as provided by Paragraph 8) the maximum number of
shares of Common  Stock as to which  Options or shares may be granted  under the
Plan, or  materially  change the standards of  eligibility  under the Plan.  Any
amendment to the Plan which,  in the opinion of counsel to the Company,  will be
deemed to result in the  adoption  of a new Plan,  will not be  effective  until
approved by the affirmative vote of the holders of a majority of the outstanding
shares of capital stock of the Company entitled to vote thereon.

     (d) No  termination,  modification  or amendment of the Plan may  adversely
affect  the rights  under any  outstanding  Option  without  the  consent of the
individual to whom such Option shall have been previously granted.

11.  Effective Date of the Plan.

     The Plan shall become  effective upon adoption by the Board of Directors of
the Company.  The Plan shall be subject to approval by the  affirmative  vote of
the  holders of a majority  of the  outstanding  shares of capital  stock of the
Company entitled to vote thereon within one year before or after adoption of the
Plan by the Board of Directors.

12.  Not a Contract of Employment.

     Nothing contained in the Plan or in any option agreement  executed pursuant
hereto shall be deemed to confer upon any individual to whom an Option is or may
be granted  hereunder  any right to remain in the employ of the  Company or of a
subsidiary  or  parent  of the  Company  or in any way  limit  the  right of the
Company,  or of any parent or subsidiary thereof, to terminate the employment of
any employee.

13.  Other Compensation Plans.

     The  adoption  of the Plan shall not affect any other  stock  option  plan,
incentive  plan or any other  compensation  plan in effect for the Company,  nor
shall the Plan  preclude the Company from  establishing  any other form of stock
option plan, incentive plan or any other compensation plan.
Exhibit 4.2

               NON-QUALIFIED STOCK OPTION AGREEMENT

     AGREEMENT made as of the 2nd day of January,  2001, by and between  Juniper
Group, Inc. Inc., a Nevada  corporation,  having its principal executive offices
at 111 Great  Neck  Road,  Suite  604,  Great  Neck,  NY 11021  (the  "Grantor")
----------- and , with an address at ------------------- ("Optionee").

     WHEREAS, Optionee is an employee of the Grantor as of the date hereof;

     WHEREAS,  Grantor is desirous of  increasing  the  incentive of Optionee to
exert Optione's utmost efforts to improve the business of the Grantor.

     NOW,  THEREFORE,  in consideration of the Optione's service to the Grantor,
and for other good and valuable consideration,  the Grantor hereby grants to the
Optionee options to purchase common stock of the Grantor ("Common stock") on the
following terms and conditions:

         1.       Option.

     Pursuant  to its 2000 Stock  Option  Plan,  as amended  (the  "Plan"),  the
Grantor hereby grants to Optionee a non-qualified  stock option (not intended to
qualify as an  incentive  stock  option plan under  Section 422 of the  Internal
Revenue  Code of 1986,  as amended) to purchase up to an aggregate of fully paid
and non-assessable shares of Common Stock of the Grantor (the "Shares"), subject
to the terms and conditions set forth below.

         2.       Purchase Price.

     The Grantor shall pay all original  issue or transfer taxes on the exercise
of this option and all other fees and expenses  necessarily  incurred by Grantor
in connection  therewith.  The purchase price per Share is as more  particularly
set forth in Paragraph 3 below.

         3.       Exercise of Option.

          (a)  All of said options shall become  exercisable  on the date hereof
               at a  purchase  price of $XX per Share and be  exercisable  until
               December 31, 200--.

          (b)  The Optionee may exercise all or any part of his option hereunder
               by delivering a Notice of Exercise  substantially  in the form of
               Exhibit A appended  hereto to the  Grantor  hand  delivery  or by
               registered or certified mail, return receipt requested, addressed
               to its  principal  office  specifying  the number of Shares  that
               Optionee desires to purchase which notice shall be accompanied by
               payment in the form of (i) a certified  or bank  cashier's  check
               payable  to the order of the  Grantor  in an amount  equal to the
               Exercise Price  multiplied by the number of Shares for which this
               option is being  exercised,  (ii) by delivery of shares of Common
               Stock having a fair market  value equal to the Exercise  Price of
               the Shares for which this option is being exercised,  (iii)a full
               recourse  note  equal  to the  Exercise  Price  and an  agreement
               leaving the Shares with Grantor as collateral until full payment,
               and  (iv)  any  combination  thereof.   Notwithstanding  anything
               contained  herein  to the  contrary,  to the  extent  allowed  by
               applicable  federal and state securities laws, the Exercise Price
               may also be paid in full by a broker-dealer  to whom Optionee has
               submitted a Notice of Exercise.

          (c)  The  Optionee  may also convert all or any portion of the options
               granted  hereunder  into  the  number  of  Shares  determined  in
               accordance  with the  formula  set forth  below by  delivering  a
               Notice  of  Conversion  substantially  in the form of  Exhibit  A
               appended  hereto to the Company by hand  delivery or by certified
               or registered mail,  return receipt  requested,  addressed to its
               principal office.

          X =      Y(A-B)
                     A

          Where: X = the number of the Shares to be issued to the Optionee  upon
               conversion pursuant to this clause (c).

          Y    = the number of Shares represented by the options so converted.

          A    = the fair  market  value (as  determined  under the Plan) of one
               share of Common Stock on the trading date  immediately  preceding
               the Company's receipt of the Notice of Conversion.

          B    = the Exercise Price.

          (d)  As soon as practicable after exercise or conversion,  the Grantor
               shall cause to be delivered to the Optionee  certificates  issued
               in the Optionee's  name  evidencing  the Shares  purchased by the
               Optionee.

         4.      Option and Employment.

          If the  employment  relationship  is  terminated  for any reason,  the
     options  granted  to  Optionee  hereunder  shall  remain  in  effect  until
     expiration.

         5.      Divisibility and Non-Assignability of the Options.

          (a) Optionee may exercise the options herein granted from time to time
     during the periods of their  respective  effectiveness  with respect to any
     whole number of Shares included  therein,  but in no event may an option be
     exercised  as to less  than 100  Shares  at any one  time,  except  for the
     remaining Shares covered by the option if less than 100.

          (b) Optionee  may not give,  grant,  sell,  exchange,  transfer  legal
     title,  pledge,  assign or  otherwise  encumber  or dispose of the  options
     herein granted or any interest therein,  otherwise than by will or the laws
     of descent and  distribution,  and these options,  or any of them, shall be
     exercisable during Optionee's lifetime only by Optionee.

         6.      Stock as Investment.

     By accepting these options, Optionee agrees for Optionee,  Optionee's heirs
and legatees that any and all Shares  purchased  hereunder shall be acquired for
investment and not for sale or distribution, and upon the issuance of any or all
of the Shares Optionee,  or Optionee's  heirs or legatees  receiving the Shares,
shall deliver to Grantor a representation in writing,  that the Shares are being
acquired in good faith for investment and not for sale or distribution.  Grantor
may place a "stop  transfer"  order with respect to the Shares with its transfer
agent and place an appropriate  restrictive  legend on the stock  certificate(s)
evidencing the Shares.

         7.      Restriction on Issuance of Shares.

     Grantor  shall not be  required  to issue or deliver  any  certificate  for
Shares purchased upon the exercise of any option unless (a) the issuance of such
shares has been registered with the Securities and Exchange Commission under the
Securities  Act of 1933,  as amended,  or counsel to Grantor shall have given an
opinion that such  registration  is not required;  (b)  approval,  to the extent
required,  shall  have been  obtained  from any  state  regulatory  body  having
jurisdiction  thereof;  and (c)  permission  for the listing of such shares,  if
required,  shall have been given by NASDAQ and any national  securities exchange
on which the Common Stock of Grantor is at the time of issuance listed.

         8.      Adjustments; Merger or Consolidation

          (a) In the event of changes in the outstanding Common Stock of Grantor
     by reason of stock  dividends,  stock splits,  recapitalizations,  mergers,
     consolidations,   combinations,   or  exchanges  of  shares,   separations,
     reorganizations,  or  liquidations,  the  number  and class of shares as to
     which the options may be  exercised  shall be  correspondingly  adjusted by
     Grantor.  No  adjustment  shall be made with respect to stock  dividends or
     splits  which do not exceed 10% in any fiscal year,  cash  dividends or the
     issuance to  stockholders  of Grantor of rights to subscribe for additional
     shares of Common Stock or other securities.

          (b) Any adjustment in the number of Shares shall apply proportionately
     to  only  the  unexercised  portion  of an  option  granted  hereunder.  If
     fractions of a share would result from any such adjustment,  the adjustment
     shall be revised to the next higher  whole number of Shares so long as such
     increase  does not result in the holder of the option  being  deemed to own
     more than 5% of the total combined  voting power or value of all classes of
     stock of Grantor or its subsidiaries.

         9.      No Rights in Option Stock.

          Optionee shall have no rights as a shareholder in respect of Shares as
     to which the options  granted  hereunder  shall not have been exercised and
     payment made as herein provided.

         10.     Binding Effect.

          Except as herein otherwise expressly provided, this Agreement shall be
     binding  upon  and  inure  to the  benefit  of the  parties  hereto,  their
     successors, legal representatives and assigns.

         11.     Notice.

          All notices,  requests,  consents and demands by the parties hereunder
     shall be delivered by hand, by recognized  national overnight courier or by
     deposit in the United  States  mail,  postage  prepaid,  by  registered  or
     certified  mail,  return  receipt  requested,  addressed to the party to be
     notified at the addresses set forth above.

         12.     Agreement Subject to Plan.

          Notwithstanding  anything  contained  herein  to  the  contrary,  this
     Agreement  is subject to, and shall be construed in  accordance  with,  the
     terms of the Plan, and in the event of any inconsistency  between the terms
     hereof and the terms of the Plan, the terms of the Plan shall govern.

         13.     Miscellaneous.

          This Agreement  shall be construed  under the laws of the State of New
     York applied to agreements  made and to be performed  entirely  within such
     State. Headings have been included herein for convenience of reference only
     and shall not be deemed a part of this Agreement.

          IN WITNESS WHEREOF, the parties have executed this Agreement as of the
     day and year first above written.

                                JUNIPER GROUP, INC.

                                By:/s/ Vlado P. Hreljanovic
                                   ------------------------
                                       Vlado P. Hreljanovic

ACCEPTED AND AGREED TO:
EXHIBIT "A"

                               EXERCISE OF OPTION
                                       TO
                                 PURCHASE SHARES

TO:        Juniper Group, Inc.

          The undersigned hereby exercises the within Option for the purchase of
     shares  according to the terms and  conditions  thereof and herewith  makes
     payment of the exercise  price in full in accordance  with the terms of the
     Non-Qualified Stock Option Agreement, dated as of January --, 20--, between
     Juniper Group, Inc. and the undersigned. The undersigned is purchasing such
     shares  for  investment  purposes  only  and not with a view to the sale or
     distribution  thereof,  unless such  distribution  is registered  under the
     Securities Act of 1933, as amended.  Kindly issue the  certificate for such
     shares in accordance with the instructions given below.

                                                      Signature

Social Security or Taxpayer I.D. Number:

Instructions for issuance of stock:

Name

Street                City                               State    Zip Code
EXHIBIT 4.3
                                                       -----------

                             STOCK OPTION AGREEMENT

                               Grant of options to
                         _____________ (the "Optionee")

                                    under the

             Juniper Group, Inc. 2000 Stock Option Plan (the "Plan")
           as adopted on December 28, 2000 by the Board of Directors,
                        and approved by the shareholders

                             The Purpose of the Plan

     Juniper Group,  Inc. (the  "Grantor") is a young company.  It will need the
help of all its employees and  consultants to prosper and grow in a market where
many of its competitors are bigger and older.

     The success of Juniper Group, Inc. will depend on many factors.  One of the
most  important,  is the  quality of its  management  and its  consultants,  the
quality and  dedication of their work; the quality of their  perseverance.  This
option is intended  to help build a strong  management  team.  The proof of that
organizational   strength,  over  time,  will  be  reflected  in  the  financial
performance  and strength of Juniper Group.  Employees and  consultants  who are
chosen for and respond to the incentives in this option will positively share in
those financial rewards.

     This  option  is  anticipated  to  provide  Optionee  with  beneficial  tax
treatment.  That is, no tax will be  recognized  on the grant of the option.  An
Optionee  who is not an  employee at the time of grant will  recognize  ordinary
income  at the  date of  exercise,  measured  at the  fair  market  value of the
grantor's Common Stock at the date of exercise.

     NOW, THEREFORE, in consideration of the promises of the Optionee to provide
services  as an  employee to the Grantor and help it achieve the goals set forth
herein and for other good and valuable consideration,  the Grantor hereby grants
the  Optionee  options to purchase  Common Stock of the Grantor on the terms and
conditions set forth in this Agreement made as of this __th day of ____, 2001 by
and between Grantor, a Nevada corporation having its principal place of business
at 111 Great Neck Road,  Suite 604, Great Neck, New York 11021 and the Optionee,
residing at _____________________________

                 1.  Option.

     Pursuant to the Plan,  the Grantor  hereby grants to the Optionee an Option
to purchase, at any time prior to 5:00 p.m. New York time on ________, 20___, up
to ( ) fully paid and non-assessable  shares of the Common Stock of the Grantor,
par  value  $.00l  per  share,  subject  to the  terms  and  conditions  of this
Agreement, including the conditions for vesting set forth in Section 3(b).

                 2.  Purchase Price.

     The purchase price shall be $ per share. The Grantor shall pay all original
issue or  transfer  taxes on the  exercise of this option and all other fees and
expenses necessarily incurred by the Grantor in connection therewith.

                 3.      Exercise of Option.

     (a) The Optionee shall notify the Grantor by registered or certified  mail,
return receipt requested,  addressed to its principal office as to the number of
shares  which he desires to purchase  under the options  herein  granted,  which
notice  shall be  accompanied  by payment  (by cash or  certified  check) of the
option price therefore as specified in Paragraph 2 above. As soon as practicable
thereafter,  the  Grantor  shall at its  principal  office  tender  to  Optionee
certificates  issued in the Optionee's name  evidencing the shares  purchased by
the Optionee.

     (b) The option granted hereunder shall vest in, and become  exercisable by,
Optionee in accordance with the following schedule:

( ) shares become vested on _______, 20___.

               4.  Option Conditioned on Continued Consulting Relationship.

     If Optionee's employment  relationship with Grantor shall terminate for any
reason,  any option granted to the Optionee hereunder which has not vested shall
immediately expire.

                 5.      Divisibility and Non-Assignability of the Options.

     (a) The Optionee may exercise the options  herein granted from time to time
during the periods of their respective  effectiveness  with respect to any whole
number of shares included therein, but in no event may an option be exercised as
to less than one hundred (100) shares at any one time,  except for the remaining
shares covered by the option if less than one hundred (100).

     (b) The Optionee may not give, grant, sell, exchange, transfer legal title,
pledge, assign or otherwise encumber or dispose of the options herein granted or
any  interest  therein,  otherwise  than  by will or the  laws  of  descent  and
distribution, and these options, or any of them, shall be exercisable during his
lifetime only by the Optionee.

                 6.      Stock as Investment

     By accepting this option,  the Optionee  agrees for himself,  his heirs and
legatees  that any and all shares  purchased  hereunder  shall be  acquired  for
investment and not for distribution,  and upon the issuance of any or all of the
shares  subject to the option  granted  hereunder the Optionee,  or his heirs or
legatees receiving such shares, shall deliver to the Grantor a representation in
writing,  that such shares are being  acquired in good faith for  investment and
not for distribution.  Grantor may place a "stop transfer" order with respect to
such shares with its transfer agent and place an appropriate  restrictive legend
on the stock certificate.

                    7.       Restriction on Issuance of Shares.

     The Grantor shall not be required to issue or deliver any  certificate  for
shares of its Common Stock  purchased upon the exercise of any option unless (a)
the issuance of such shares has been registered with the Securities and Exchange
Commission  under the  Securities  Act of 1933,  as  amended,  or counsel to the
Grantor shall have given an opinion that such registration is not required;  (b)
approval,  to the  extent  required,  shall  have been  obtained  from any state
regulatory body having jurisdiction  thereof, and (c) permission for the listing
of such  shares  shall have been given by any  national  securities  exchange on
which the Common Stock of the Grantor is at the time of issuance listed.

                 8.        Tax Withholding

     The Company  shall be entitled to withhold all amounts  required to pay any
withholding  tax which the Company is required by law to withhold as a result of
the  exercise  of an  option  granted  hereunder  and pay  over any  amounts  so
withheld.

                 9.      Effect of Mergers. Consolidations or Sales of Assets.

     (a) In the event that the  outstanding  shares of Common  Stock are changed
after the date  hereof by reason of  recapitalization,  reclassification,  stock
split-up,  combination  or exchange of shares of Common Stock or the like, or by
the  issuance of dividends  payable in shares of Common  Stock,  an  appropriate
adjustment  shall be made by the Board of Directors,  as determined by the Board
of Directors  and/or the Committee,  in the aggregate number of shares of Common
Stock issuable upon exercise of the  outstanding  Options,  and the Option Price
per share.  In the event of any  consolidation  or merger of the Company with or
into another  company,  or the  conveyance  of all or  substantially  all of the
assets of the Company to another  company,  each then  outstanding  Option shall
upon exercise  thereafter entitle the holder thereof to such number of shares of
Common  Stock or other  securities  or  property  to which a holder of shares of
Common Stock of the Company would have been entitled to upon such consolidation,
merger or conveyance; and in any such case appropriate adjustment, as determined
by the Board of Directors of the Company (or successor  entity) shall be made as
set forth above with respect to any future changes in the  capitalization of the
Company or its successor  entity.  In the event of the proposed  dissolution  or
liquidation  of  the  Company,  other  than  in  connection  with  the  sale  of
substantially all the assets of Grantor,  all outstanding Options under the Plan
will  automatically  terminate,  unless  otherwise  provided  by  the  Board  of
Directors of the Company or any authorized committee thereof.

     (b)  Notwithstanding  the above,  this option may, at the discretion of the
Board of Directors of the Grantor and said other  corporation,  be exchanged for
options to purchase  shares of capital  stock of another  corporation  which the
Grantor,  and/or a subsidiary thereof is merged into,  consolidated with, or all
or a  substantial  portion of the property or stock of which is acquired by said
other  corporation or separated or reorganized  into. The terms,  provisions and
benefits to the Optionee of such  substitute  option(s) shall in all respects be
identical to the terms,  provisions and benefits of Optionee under his Option(s)
prior to said  substitution.  To the extent the above may be  inconsistent  with
Sections 424(a)(l) and (2) of the Code, the above shall be deemed interpreted so
as to comply therewith.

     (c) Any  adjustment  in the number of shares of Common  Stock  shall  apply
proportionately  to  only  the  unexercised   portion  of  the  Options  granted
hereunder.  If  fractions  of shares of Common  Stock would result from any such
adjustment,  the adjustment  shall be revised to the next higher whole number of
shares of Common  Stock,  so long as such increase does not result in the holder
of the  option  being  deemed to own more than 5% of the total  combined  voting
power or value of all classes of stock of the Grantor or its subsidiaries.

                 10.       No Rights in Option Stock.

     Optionee  shall have no rights as a shareholder  in respect of shares as to
which the option  granted  hereunder  shall not have been  exercised and payment
made as herein provided.

                 11.       Effect Upon Employment.

     This Agreement does not give the Optionee any right to continued employment
by the Grantor.

                 12.       Binding Effect

     Except as herein  otherwise  expressly  provided,  this Agreement  shall be
binding upon and inure to the benefit of the
parties  hereto,  their  successors  legal  representatives  and assigns.

                 13.      Agreement Subject to Plan.

     Notwithstanding  anything contained herein to the contrary,  this Agreement
is subject to, and shall be construed in accordance with, the terms of the Plan,
and in the event of any inconsistency  between the terms hereof and the terms of
the Plan, the terms of the Plan shall govern.

                    14.      Miscellaneous

     This Agreement  shall be construed under the laws of the State of New York.
Headings have been included  herein for convenience of reference only, and shall
not be deemed a part of the Agreement.

     IN WITNESS WHEREOF, the parties have executed this Agreement as of the ____
th day of , 2001.

JUNIPER GROUP, INC.

By:

AGREED TO AND ACCEPTED:
Exhibit 4.4

                               SERVICES AGREEMENT

     THIS  AGREEMENT  is  entered  into as of  January  3, 2001 (the  "Effective
Date"),  by and between  ANTHONY  BOZZELO,  an individual with offices at 33 Tec
Street,  Hicksville,  New York 11801  ("Developer"),  and JUNIPER GROUP, INC., a
Nevada  corporation  with offices at 111 Great Neck Road, Suite 604, Great Neck,
NY 11021 ("Customer").

     WHEREAS,  Developer  creates and  develops  web sites  packages and network
computer  software  and  hardware  used  in  connection  with  customer's  needs
(collectively, the "Project"); and

     WHEREAS, to assist Customer in its day-to-day operations,  Developer agrees
to  provide  certain  services  to  Customer,  and  Customer  desires  to engage
Developer to provide such services, for the term and on the conditions set forth
below.

     NOW  THEREFORE,  for good and valuable  consideration,  the parties  hereby
agree as follows:

I.  PROVISION OF SERVICES; PAYMENT OF SERVICES

1.1  Upon the terms and subject to the conditions of this  Agreement,  Developer
     shall, build a network server and develop  proprietary  software to fit the
     Customer or its subsidiaries needs, develop a website,  database design and
     programming  services  attached  hereto  and  incorporated  herein  by this
     reference, to Customer.

1.2  Developer  agrees  that it  will at all  times  use its  best  commercially
     reasonable  efforts to perform  any and all of the  services to be provided
     pursuant to this Section 1 to the reasonable satisfaction of Customer.

1.3  Customer shall pay Developer for services rendered  hereunder  according to
     Exhibit A.

1.4  Except as may be  provided  in Exhibit  A,  Developer  shall not have,  nor
     represent itself as having, any authority under the terms of this Agreement
     to make agreements of any kind in the name of or binding upon Customer,  to
     pledge Customer's credit, or to extend credit on Customer's behalf.

1.5  Developer  shall  perform all network and  administrative  services for the
     Customer and its subsidiaries for a
term of twelve (12) months from the date of this Agreement.

II. CONFIDENTIAL INFORMATION

The parties  understand and acknowledge  that each of them may have disclosed to
it, in  connection  with the  rendition  of services  and  performance  of their
obligations of this Agreement,  confidential  and/or proprietary  information of
the other party.  The parties agrees to keep all  confidential  and  proprietary
information confidential, except (i) as may be required by law, or (ii) upon the
other party prior written consent.

III.     LIMITATION OF LIABILITY AND INDEMNIFICATION

     The Company shall hold harmless and  indemnify  Developer  from and against
any and all damages, losses, liabilities, obligations, fees, costs and expenses,
including  but not  limited  to,  the  payment  and  advancement  of  reasonable
attorney's  fees,  resulting  from, or incurred in  connection  with claims made
against  Developer  relating  to  the  performance  by  the  Company  hereunder.
Notwithstanding  the  foregoing,  the Company  shall have no  obligation to hold
harmless and indemnify Developer from claims made against Developer, which arise
out of, or in connection with,  Developer's negligence in the performance of his
duties  hereunder.  The provisions of this Section shall survive  termination of
this Agreement.

     The  Developer  shall hold  harmless  and  indemnify  the Company  from and
against any and all damages, losses, liabilities,  obligations,  fees, costs and
expenses,  including  but  not  limited  to,  the  payment  and  advancement  of
reasonable  attorney's  fees,  resulting  from, or incurred in  connection  with
claims made  against the Company  relating  to the  performance  of  Developer's
hereunder.

IV.  TERM

4.1  This Agreement shall take effect upon the Effective Date and shall continue
     in full force and effect through the full and complete  satisfaction of the
     customer,  and shall provide all back-up and administrative  support to the
     Customer  and its  subsidiaries  for a term of twelve  (12) months from the
     date of this Agreement.

4.2  Not later than thirty (30) days prior to the then  scheduled  expiration of
     this Agreement, Customer may notify Developer that it desires to extend the
     term of this Agreement for additional services.  Promptly after such notice
     Developer  and  Customer  will  negotiate  in  good  faith  the  terms  and
     conditions for such extension, including but not necessarily limited to the
     compensation  to be payable by Customer to Developer for the services to be
     provided by Developer  during such extension of the term. Any adjustment of
     compensation is to be based on a revised estimate of the actual costs to be
     incurred by Developer in providing the services  hereunder.  If the parties
     reach  agreement  on such terms and  conditions,  then they will amend this
     Agreement  to conform to such  agreement;  if the parties  have not reached
     agreement on the terms and conditions of such  extension  prior to ten (10)
     days before the then-scheduled expiration date of this Agreement, then this
     Agreement  will  expire  as  scheduled  and  Developer  will  not  have any
     obligation  to fully  provide  services  to Customer  hereunder  after such
     expiration date.

4.3  However,  Developer will be obligated to complete the services as set forth
     in Exhibit A to the satisfaction of the Customer.

4.5  Notwithstanding Section 4.1 of this Agreement,  Customer may terminate this
     Agreement at any time by giving written  notice of termination  (specifying
     the service or services  being  terminated)  to Developer at least  fifteen
     (15) days in advance of the  effective  date of such  termination.  In such
     event,  Developer  shall be required to restore all computer  equipment and
     systems to full  working  order.  Failure to restore  same shall  result in
     liquidated  damages  in  favor  of  customer  in the  amount  of  all  sums
     theretofore paid to Developer.

However,  if Developer  has not completed  the work to the  satisfaction  of the
Customer,  the  Developer  will  reimburse  the Customer the prorated  amount of
uncompleted work.

4.6  Notwithstanding Section 4.1 of this Agreement, Developer may terminate this
     Agreement at any time by giving written  notice of termination  (specifying
     the service or services being  terminated) to Customer at least thirty (30)
     days in advance of the effective date of such termination.

V.       Representations and Warranties of Customer.

5.1      Customer hereby represents and warrants to Developer that:

A.   Corporate  Existence.  Customer is a corporation duly organized and validly
     existing,  under the laws of the State of Nevada,  with corporate  power to
     own property and carry on its business as it is now being conducted.

B.   Financial  Statements.   Customer  has  or  will  cause  to  be  delivered,
     concurrent with the execution of this Agreement,  copies of the most recent
     Form  10-KSB,  the  Proxy  Statement,  and all  subsequent  10-QSBS,  which
     accurately  set  forth  the  financial  condition  of  Customer  as of  the
     respective dates of such documents.

C.   No  Conflict.  This  Agreement  has been duly  executed by Customer and the
     execution and performance of this Agreement will not violate,  or result in
     a  breach  of,  or  constitute  a  default  in any  agreement,  instrument,
     judgment,  decree,  or  order  to  which  Customer  is a party  or to which
     Customer is subject,  nor will such execution and performance  constitute a
     violation or conflict of any fiduciary duty to which Customer is subject.

5. 2     Representations and Warranties of Developer.

A.   Information:   No  representation  or  warranty  contained  herein,  nor  a
     statement  in any  document,  certificate  or schedule  furnished  or to be
     furnished,  pursuant to this Agreement by Developer,  or in connection with
     the  transaction  contemplated  hereby,  contains or  contained  any untrue
     statement of material fact.

B.   Inside  Information  Securities  Laws  Violations:  In  the  course  of the
     performance of his duties,  Developer may become aware of information which
     may  considered  "inside  information"  within the  meaning of the  Federal
     Securities Laws, Rules and Regulations. Developer acknowledges that his use
     of such  information  to purchase or sell  securities  of Customer,  or its
     affiliates,  or to transmit such information to any other party with a view
     to buy, sell, or otherwise deal in Customer's securities,  is prohibited by
     law and would constitute a breach of this Agreement and notwithstanding the
     provisions of this Agreement,  will result in the immediate  termination of
     the Options.

C.   No Restrictions:  There is no pending or threatened suit, action, or legal,
     administrative arbitration or other proceeding of claim by any governmental
     agency, whether federal, state, local or foreign,  against the Developer or
     any individual or entity which the Developer controls, is controlled by, or
     is under common control with, which adversely,  or might adversely,  effect
     the (i)  Developer's  ability to provide the services set forth herein;  or
     (ii) the Customer.

     The Developer's  performance of the services  hereunder is not in violation
     of any law,  statute or regulation of any governmental  authority,  whether
     federal,  state,  local or  foreign,  or any of the terms,  conditions,  or
     provisions of any  judgement,  order,  injunction,  decree or ruling of any
     court or governmental authority, whether federal, state, local or foreign.

     The Developer has all requisite licenses,  authorizations and consents,  if
     any, necessary to perform the services hereunder.

D.   Reliance Upon  Representations.  The information  provided pursuant to this
     Agreement  may be relied  upon by  Customer,  as true and correct as of the
     date of delivery of any shares received by Developer through  executions of
     options hereunder.

(a)  By reason of Developer's knowledge and experience of financial and business
     matters in general, and investments in particular,  Developer is capable of
     evaluating the merits of this transaction and in bearing the economic risks
     of an investment in the shares and Customer in general and fully understand
     the speculative nature of such securities and the possibility of such loss;

(b)  Developer has had the  opportunity  to ask  questions  and receive  answers
     concerning  the terms and  conditions of the Shares to be issued hereby and
     reserved  for  issuance  pursuant  hereto,  and to  obtain  any  additional
     information  which Customer  possesses or can acquire without  unreasonable
     effort or expense that is  necessary to verify the accuracy of  information
     furnished; and

(c)  Developer has been furnished  with a copy of Customer's  most recent Annual
     Report on Form 10-KSB,  the Proxy  Statement,  and all reports or documents
     required  to be  filed  under  Sections  13(a),  14(a)  and  15(d)  of  the
     Securities and Exchange Act of 1933, as amended,  including but not limited
     to, quarterly reports on Form 10-QSB; and, in addition,  that Developer has
     been furnished with a brief description of Customer's capital structure and
     any material changes in Customer's affairs that may not have been disclosed
     in the Disclosure Documents. VI. GENERAL PROVISIONS

6.1      Best Efforts

Developer  agrees  that he will at all times  faithfully  and to the best of his
experience,  ability and talents, perform all the duties that may be required of
and from Developer, pursuant to the terms of this Agreement.  Developer does not
guarantee  that his efforts will have any impact on Customer's  business or that
any  subsequent  financial  improvement  will result from  Developer's  efforts.
Customer understands and acknowledges that the success or failure of Developer's
efforts will be predicated on Customer's assets and operating results.

6.2  Organization,  Good  Standing,  and  Authority.  Developer  represents  and
     warrants  that  it has  authority  to  enter  into  this  Agreement  and is
     qualified to perform its obligations hereunder.

6.3  Organization,   Good  Standing,  and  Authority.  Customer  represents  and
     warrants that it is a corporation duly organized,  validly existing, and in
     good  standing  under the laws of the State of Nevada and has  authority to
     enter into this Agreement and perform its obligations hereunder.

6.4  Entire  Agreement.  This Agreement  constitutes the entire agreement of the
     parties with  respect to the subject  matter  hereof,  and  supersedes  and
     terminates  any and all prior  agreements  or  contracts,  oral or written,
     entered  into  between the parties  relating to the subject  matter  hereof
     (although the parties  acknowledge that on or about the Effective Date they
     may execute  separate  agreements  dealing with  software  licenses and the
     "distribution"  of  expedia.com in msn.com,  and nothing  contained in this
     Agreement  will be deemed to  nullify  any  provisions  of such  license or
     carriage agreements). Each party acknowledges that there are no warranties,
     representations,  covenants  or  understandings  of  any  kind,  manner  or
     description  whatsoever  by either  party to the other with  respect to the
     premises except as expressly set forth herein.

6.5  Amendments.  This Agreement  shall not be amended or otherwise  modified or
     canceled,  except by a written  agreement  dated  subsequent to the date of
     this  Agreement  and signed on behalf of  Developer  and  Customer by their
     respective duly authorized representatives.

6.6  Governing  Law.  This  Agreement  shall be  governed  by and  construed  in
     accordance with the laws of the State of New York.  Venue for any action or
     proceeding shall be the County of Nassau.

6.7  Assignment.  Neither  party  hereto may assign this  Agreement  without the
     prior written  consent of the other party signed by such other party's duly
     authorized  representative,  which  consent may be given or withheld in the
     sole discretion of the applicable party whose consent is requested.

6.8  Notices.  All notices in  connection  with this  Agreement  shall be deemed
     given  as of the day  they are  sent by  electronic  transmission,  sent by
     facsimile  or  deposited  with a  commercial  courier for delivery to other
     party at the following addresses:

                           Developer:       Anthony Bozzello
                                            33 Tec Street
                                            Hicksville, NY 11801
                                            Tel:  (516) 937-5598

                           Customer:        Juniper Group, Inc.
                                            111 Great Neck Road, Suite 604
                                            Great Neck, NY 11021
                                            Tel:  (516) 829-4670
                                            Fax:  (516) 829-4691
                                            Attention:  President

or to such  other  address  and/or  telex and  facsimile  number as the party to
receive the notice or request so designates by written notice to the other.

6.8  No Waiver. No waiver of any breach of any provision of this Agreement shall
     constitute a waiver of any prior,  concurrent or  subsequent  breach of the
     same or any  other  provisions  hereof,  and no waiver  shall be  effective
     unless made in writing and signed by an  authorized  representative  of the
     waiving party.

6.9  Savings Clause. If any provision of this Agreement shall be held by a court
     of competent  jurisdiction  to be illegal,  invalid or  unenforceable,  the
     remaining provisions shall remain in full force and effect.

6.10.Confidentiality.  Developer  and  Customer  each  agrees that the terms and
     conditions of this Agreement,  including its attachments, will be deemed to
     constitute, and be treated as, confidential information pursuant to Section
     II above.

6.11 Further  Assurances.  Each  party  agrees to take such  further  action and
     execute, deliver and/or file such documents or instruments as are necessary
     to carry out the terms and purposes of this Agreement.

6.12 Section Headings.  The section headings used in this Agreement are intended
     for  convenience  only and shall not be deemed to  supersede  or modify any
     provisions.

6.13 Relationship  of Parties.  This Agreement is intended  solely as a services
     agreement,  and  no  partnership,   joint  venture,   employment,   agency,
     franchise,  or other form of agreement or  relationship  is intended.  Each
     party  agrees to be  responsible  for all of its federal  and state  taxes,
     withholding,  social  security,  insurance,  and  other  benefits,  and all
     salaries,  benefits,  and other  costs,  except as  otherwise  specifically
     contemplated  by the  provisions of this  Agreement.  From time to time, in
     connection with the services referred to in Exhibit A, Developer may act as
     Customer's  agent if Customer  requests  Developer  in writing to do so and
     Developer, in its sole discretion, agrees.

6.14 No Third Party Beneficiaries.  This Agreement is not intended to create any
     rights in any person or entity who is not a party to this agreement, and no
     such rights are created hereunder.

     IN WITNESS  WHEREOF,  the parties have  executed  this  Agreement as of the
Effective Date.

JUNIPER GROUP, INC.                                  DEVELOPER:

By: /s/ Vlado P. Hreljanovic                         By:/s/ Anthony Bozzello
    ------------------------                            --------------------
         Vlado Paul Hreljanovic                             Anthony Bozzello
         President
EXHIBIT A

                               SERVICES AGREEMENT

Parties:  ANTHONY BOZZELO and JUNIPER GROUP, INC.

Effective Date:  January 3, 2001

Policies and Procedures:  From time to time Customer and Developer may establish
one or more Policies and Procedures document(s) that set forth in further detail
the  agreed  upon  services  provided  under  this  Agreement  with  respect  to
particular services.

Services:  Developer shall develop a website, design a database for PartnerCare,
Inc. develop a billing  database for Juniper  Healthcare and all subsidiaries of
the  Customer,  develop and  integrate the website for the Customer to integrate
with Edgar and  provide  and install the  Customer's  equipment  for  Customer's
computer  network at Customer's Great Neck, New York location in connection with
the Project.  Developer  shall provide network and  administrative  services for
twelve (12) months from the date of this Agreement.  Developer shall  construct,
develop, implement and install the following:

Server Hardware
Software: NT, MSSQL, MS Office2000,  Exchange Server, IIS, proxy
Peachtree 8
4 New Workstations
Programming:  2 servers/workstations/software/email/remote access/admin,
back-up  and  record storage
UPS,  burner,  cables,  switchbox
Rebuild 4 stations as utility service units, w/scanner, burner, software

1. Compensation:

a)   For the  services  rendered by Developer as an  independent  consultant  to
     Customer, Customer shall pay Developer the sum $89,000.

                                      -or-

Customer shall pay Developer an irrevocable option to purchase up to Eighty Nine
Thousand  ($89,000)  Dollars in value of Juniper's common stock, par value $.001
per share.  The number of shares  issued  shall be  determined  by dividing  the
Eighty Nine Thousand by the bid price at the date of exercise,  which is in lieu
of cash  compensation.  The term of the option to purchase  shares of  Juniper's
common  stock,  shall be in full  force for a period of three (3) years from the
date of this Agreement. If termination occurs for any reason, Developer's option
shall remain in effect to the last date of service.

The shares when issued to the Developer, will be duly authorized, validly issued
and  outstanding,  fully paid and  non-assessable,  not  subject to any liens or
encumbrances  and shall be issued to  Developer  in  accordance  with a mutually
acceptable  plan of  issuance as to relieve  securities  and/or  Developer  from
transferability of shares in compliance with applicable  registration provisions
or exemptions.

b)   Developer shall exercise options by delivering the option price, along with
     the executed  Investment  Letter  annexed  hereto as Exhibit B to Customer.
     Developer will release such funds due him to Customer upon execution of the
     Investment   Letter  and  Customer  shall  make  delivery  of  Certificates
     representing the number of shares of common stock exercised.

c)   The  granting  of the share  purchase  rights is being made  pursuant  to a
     resolution  adopted  by the Board of  Directors  of  Customer  on even date
     herewith,  which  specified  that  Developer  is to  receive  the rights to
     purchase shares in the manner set forth herein.

d)   Customer shall make immediate delivery of such shares upon full payment and
     receipt of a duly executed investment  representation letter, provided that
     if any law or regulation  requires Customer to take any action with respect
     to the shares specified in such notice before the issuance hereof, the date
     of such delivery of such shares shall be extended for the period  necessary
     to take such action.

e)   The parties hereto  acknowledge that the issuance of Customer's shares upon
     the exercise of the share purchase  rights  hereunder is being made without
     registration under the Securities Act of 1933, as amended, (the "Securities
     Act"),  or any other  state or federal  law,  that the shares  issued  upon
     exercise of the Investment Letter will therefore be "restricted Securities"
     within the meaning of the Securities Act and Rule 144 promulgated under the
     Securities Act. All certificates representing the shares issued pursuant to
     this Agreement,  any and all certificates  issued in replacement thereof or
     in exchange therefore,  shall bear a legend, in substantially the following
     form, which Developer has read and understands:

THE SHARES  REPRESENTED BY THIS  CERTIFICATE  HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED ("THE  SECURITIES  ACT") AND ARE  "RESTRICTED
SECURITIES" AS THAT TERM IS DEFINED IN RULE 144 PROMULGATED UNDER THE SECURITIES
ACT.  THE SHARES  MAY NOT BE OFFERED  FOR SALE,  SOLD OR  OTHERWISE  TRANSFERRED
EXCEPT PURSUANT TO AN EXEMPTION FROM REGISTRATION  UNDER THE SECURITIES ACT, THE
AVAILABILITY OF WHICH IS ESTABLISHED TO THE SATISFACTION OF CUSTOMER.

f)   The Option can only be exercised by Developer,  Developer's  beneficiary or
     Developer's  estate,  and  neither  this nor any  rights  hereunder  can be
     transferred  other than by testamentary  disposition or the laws of descent
     and distribution.  Neither this Option,  nor any right hereunder,  shall be
     subject to lien, attachment, execution, or similar process. In the event of
     any alienation,  pledge,  or  hypothecation,  or any other transfer of this
     Option,  or any right hereunder,  or in the event of any levy,  attachment,
     execution or similar process,  this Option and all rights granted hereunder
     shall immediately be null and void.
EXHIBIT B

                                INVESTMENT LETTER

                                                                       Date:

Mr. Vlado P. Hreljanovic
Chairman of the Board
Chief Executive Officer
Juniper Group, Inc.
111 Great Neck Road, Suite 604
Great Neck, NY  11021

Dear Mr. Hreljanovic,

     In connection with my purchase (acquisition) of shares of common stock, par
value  $.001  per  share  (the  "Shares"),  of  JUNIPER  GROUP,  INC.  a  Nevada
Corporation  (the  "Company"),  issued  in  consideration  of  an  aggregate  of
$_______,  or $________ per share,  I acknowledge  that you have advised me that
the Shares are not being registered under the Securities Act of 1933, as amended
(the  "Act"),  on the basis of  statutory  exemptions  in Section  4(2)  thereof
relating to transactions  not involving a public offering and that your reliance
on this statutory exemption is based in part on the  representations  made by me
in this letter.

     The  certificate(s)  representing  the shares are to be  delivered to me as
soon as practicable  following the Company's receipt of full payment of ($ ) for
the Shares.

     I understand that the following reports by the Company under the Securities
Exchange Act of 1934, as amended,  including the Form 10-KSB for the fiscal year
ended  December 31, _____,  and the Form 10-QSB's for the  quarter(s) of 200___,
plus any and all  documents,  instruments  records and books  pertaining  to the
Company and this  investment  have been made available to me and my attorney(s),
accountant(s)  or  investment  advisor(s).  I have  had the  opportunity  to ask
questions of, and receive  answers from the Company  concerning  the business of
the Company,  and have had the opportunity to obtain  additional  information in
order to permit me to evaluate the merits and risks of acquiring the Shares.

     I hereby represent to you that I am acquiring the Shares for investment for
my own account and not with a view to resell or otherwise  distribute the Shares
in a manner that would violate the Act, subject to the disposition of the Shares
to be within my control at all times.

     I understand  that  investment in the Shares  involve a very high degree of
risk and that I may lose my entire investment therein.

     I understand that the Shares issued to me will bear a legend  substantially
as follows:

     "This certificate and the shares of stock represented  hereby have not been
registered with the Securities and Exchange  Commission under the Securities Act
of 1933,  as amended,  and may not be  transferred,  re-offered  and sold unless
registered or unless an exemption from registration is available".
Mr. Vlado P. Hreljanovic
JUNIPER GROUP, INC.
Page Two

     In the  absence  of an  effective  registration  statement  under  the  Act
covering the Shares, I shall not offer,  sell,  transfer or otherwise dispose of
any of the  Shares  without  either  first  obtaining  an  opinion  of  counsel,
reasonably  satisfactory  to you,  that  the  disposition  may be  made  without
registration  of the Shares in  question  under the Act,  or first  obtaining  a
letter from the Division of  Corporation  Finance of the Securities and Exchange
Commission (the  "Commission") to the effect that it will recommend no action to
the Commission if any of the Shares to be disposed of are so disposed of without
registration.

     In the event that I, or anyone acting on my behalf who shall be entitled to
dispose of any of the  Shares,  shall  decide to  dispose of such  Shares in the
absence of an  effective  registration  statement,  as a  condition  to any such
disposition I will obtain, if required by you, an agreement in writing from each
person to whom such disposition is proposed to be made to the same effect as the
agreement, understandings and representations which are hereby made.

     Finally,  all legal fees and other expenses incurred in connection with the
rendering of opinions or the obtaining of "no-action" letters in accordance with
the  provisions  hereof shall be entirely my obligation and  responsibility  and
shall not be any of your  responsibility,  and I will promptly pay and discharge
the same.  Please issue the Shares in accordance with the instructions set forth
at the bottom of this letter.

                                            Very truly yours,

                                            __________________________________

Date: __________________________

Please register the Shares as follows:

Name:

Address:

Soc. Sec. #
Exhibit 4.5

                              CONSULTING AGREEMENT

                              Consulting Agreement
                                     Between
                               Juniper Group, Inc.
                                      And.
                               Stephen E. Apolant

     This Consulting  Agreement made and entered into this 22nd Day of September
2000 by and between Juniper Group Inc., having an office at 111 Great Neck Road,
Suite 604,  Great Neck,  NY 11021  (hereinafter  "JUNI") and Stephen E.  Apolant
(hereinafter  "Consultant")  independent  contractors,  having an address at 565
Plandome Road, Suite 244. Manhasset, NY, 11030.

                                 P R E M I S E S

WHEREAS, JUNI, through its healthcare subsidiaries is engaged in the business of
securing the services of healthcare  professionals,  medical provider  networks,
management  service  organizations,  as well as  physician  practice  management
organizations.

WHEREAS,  Consultant  represent  themselves  as qualified to perform the desired
services required by JUNI.

WHEREAS,  JUNI desires to retain  Consultant to act as a finder for  acquisition
candidates for JUNI and its subsidiaries,  and JUNI shall compensate  Consultant
for the services by issuing  Consultant  options to purchase  shares of the JUNI
common stock.

The Consultant is willing to perform such  consulting  services on the terms and
conditions herein contained.

                                A G R E E M E N T

NOW THEREFORE,  in  consideration  of the above stated premises and the promises
herein contained,  and for good and valuable  consideration,  the parties hereto
agree as follows:

1.       Engagement of Consultant:

JUNI hereby  retains  Consultant  and  Consultant  agrees to act as a finder for
potential acquisition candidates in the healthcare segment of its business.

2.       Terms:

JUNI hereby retains  Consultant for a period of five (5) months ending  February
21, 2001, and renewable  after February 21, 2001, on a monthly basis,  only by a
written notification from JUNI to Consultant,  to provide the services set forth
herein.

A. Scope of Consultant's Work:

1.   On a  non-exclusive  basis,  Consultant  shall  introduce  JUNI to possible
     acquisition  candidates,  evaluate JUNI's possible acquisition  candidates,
     review  the  business  and  operation  of the  candidates,  assist  JUNI in
     obtaining  information  for  its  due  diligence  review  of  the  possible
     candidates, and coordinate the dissemination of information to and from the
     candidates.

B. Work Assignment

1.   Specific  verbal and written tasks are to be coordinated  through Mr. Vlado
     P. Hreljanovic,  President of JUNI with periodic plans submitted as well as
     ongoing monthly progress reports sent to Mr. Hreljanovic. The parties shall
     document each candidate introduced by Consultant.

2.   Compensation: As compensation for the services to be rendered by Consultant
     hereunder,  Consultant shall be paid, and Consultant agrees to accept,  the
     following:

(    i) JUNI shall pay monthly  compensation of Nine Thousand (9,000) Dollars in
     cash for the term of this Agreement.

                                      -or-

(    ii) JUNI shall have the option to pay Consultant's  services for that month
     period with a grant of irrevocable  options to purchase up to Nine Thousand
     (9,000)  Dollars in value of Juniper's  common  stock,  par value $.001 per
     share.  The  number  of  shares  issued  in each  monthly  option  shall be
     determined by dividing Nine Thousand  Dollars by $1.00 and may be exercised
     at $1.00 per share, which exercise is in lieu of cash compensation for such
     month. The term of this option to purchase shares of Juniper's common stock
     shall be in full force for a period of four (4) years from the date of this
     Agreement.  If  termination  occurs for any  reason,  Consultant's  options
     remain in effect until expiration.

b.   Consultant  shall exercise  options by delivering  the option price,  along
     with the executed  Investment  Letter  annexed hereto as Exhibit A to JUNI.
     Consultant  will release  such funds due him to JUNI upon  execution of the
     Investment Letter and JUNI shall make delivery of Certificates representing
     the number of shares of common stock exercised.

c.   The  granting  of the share  purchase  rights is being made  pursuant  to a
     resolution  adopted  by the  Board of  Directors  of  Juniper  on even date
     herewith,  which  specified  that  Consultant  is to receive  the rights to
     purchase shares in the manner set forth herein.

d.   JUNI shall make  immediate  delivery of such  shares upon full  payment and
     receipt of a duly executed investment  representation letter, provided that
     if any law or regulation requires it to take any action with respect to the
     shares  specified in such notice  before the issuance  hereof,  the date of
     such delivery of such shares shall be extended for the period  necessary to
     take such action.

e.   The parties hereto  acknowledge that the issuance of JUNI's shares upon the
     exercise  of the share  purchase  rights  hereunder  is being made  without
     registration under the Securities Act of 1933, as amended, (the "Securities
     Act"),  or any other  state or federal  law,  that the shares  issued  upon
     exercise of the Investment Letter will therefore be "restricted Securities"
     within the meaning of the Securities Act and Rule 144 promulgated under the
     Securities Act. All certificates representing the shares issued pursuant to
     this Agreement,  any and all certificates  issued in replacement thereof or
     in exchange therefore,  shall bear a legend, in substantially the following
     form, which Consultant has read and understands:

THE SHARES  REPRESENTED BY THIS  CERTIFICATE  HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED ("THE  SECURITIES  ACT") AND ARE  "RESTRICTED
SECURITIES" AS THAT TERM IS DEFINED IN RULE 144 PROMULGATED UNDER THE SECURITIES
ACT.  THE SHARES  MAY NOT BE OFFERED  FOR SALE,  SOLD OR  OTHERWISE  TRANSFERRED
EXCEPT PURSUANT TO AN EXEMPTION FROM REGISTRATION  UNDER THE SECURITIES ACT, THE
AVAILABILITY OF WHICH IS ESTABLISHED TO THE SATISFACTION OF JUNIPER.

4.       Person Entitled To Exercise.

     The Option can only be exercised by Consultant, Consultant's beneficiary or
Consultant's   estate,  and  neither  this  nor  any  rights  hereunder  can  be
transferred  other than by  testamentary  disposition or the laws of descent and
distribution.  Neither this Option, nor any right hereunder, shall be subject to
lien, attachment, execution, or similar process. In the event of any alienation,
pledge,  or  hypothecation,  or any other transfer of this Option,  or any right
hereunder,  or in the  event  of any  levy,  attachment,  execution  or  similar
process,  this Option and all rights granted hereunder shall immediately be null
and void.

5.       Termination of Agreement by the Company.

     It is understood  and agreed that either party hereof,  may at any time and
for any reason  whatsoever,  terminate this agreement by giving thirty (30) days
prior written notice to the other party. At the conclusion of this agreement, or
its  termination,  all data provided by JUNI to Consultant  shall be returned to
JUNI.  All  compensation  due  for  completed   services  through  the  date  of
termination shall be paid to Consultant immediately upon termination.

6.       Reports To JUNI

a.   Commencing  October  1st,  2000,  and at least once each  month  thereafter
     during the Term of this Agreement,  Consultant shall prepare and present to
     JUNI a written report  describing  its  activities and its progress  toward
     meeting the objectives mutually agreed upon by Consultant and JUNI.

b.   Throughout  the Term of this  Agreement,  Consultant  may also  provide the
     officers,  directors,  employees or  designees of JUNI with verbal  reports
     concerning its activities.

This Agreement may be extended beyond the period  specified  herein as set forth
herein.

7.       Confidential Information

     JUNI agrees to promptly  provide and fully  disclose to Consultant  any and
all  information  regarding  JUNI,  which  Consultant  deems  pertinent  to  its
engagement hereunder.

     Consultant   acknowledges   that  any  and  all  knowledge  or  information
concerning  JUNI  and  its  affairs  obtained  by  Consultant,  his  principals,
employees and/or  contractors in the course of his engagement  hereunder will be
deemed "confidential" and will be held inviolate by him and that he will conceal
the same from any and all other persons and entities, including, but not limited
to, competitors of JUNI and that he will not impart any such knowledge to anyone
whosoever during or after the term of hereof.

     As used herein,  "confidential"  knowledge or  information  means:  (a) all
information  regarding JUNI, which is not generally available to the public; and
(b) all  information  regarding  JUNI,  which was received by Consultant  from a
source with confidentiality obligations to JUNI.

     Consultant  shall,  upon the  termination of his engagement by JUNI for any
reason   whatsoever,   immediately   surrender   and  turn   over  to  JUNI  all
"confidential"  material including,  but not limited to, books, forms,  records,
JUNI lists and all other  papers  and  writings  relating  to JUNI and all other
property belonging to JUNI, it being understood and agreed that the same are the
sole property of JUNI. This includes any and all papers,  documents and computer
records created or held by Consultant.

     In addition to any other  rights or remedies to which JUNI may be entitled,
JUNI  shall  have the right to obtain an ex parte  restraint  upon the breach or
threatened breach of this section.

         This section shall survive termination of this Agreement.

8.       Best Efforts Basis.

     Consultant  agrees that he will at all times  faithfully and to the best of
his experience, ability and talents, perform all the duties that may be required
of and from Consultant, pursuant to the terms of this Agreement. Consultant does
not guarantee that his efforts will have any impact on Client's business or that
any subsequent  financial  improvement  will result from  Consultant's  efforts.
Client  understands and acknowledges that the success or failure of Consultant's
efforts will be predicated on Client's assets and operating results.

9.       Client's Rights to Approve Transactions.

     JUNI expressly retains the right to approve,  in its sole discretion,  each
and every  transaction  introduced by Consultant that involves JUNI.  Consultant
and JUNI agree that  Consultant is not  authorized  to enter into  agreements on
behalf of JUNI.

10.  JUNI Under No Duty or Obligation to Accept or Close on any Transactions.

     It is mutually  understood  and agreed that JUNI is not obligated to accept
or close any promotional proposal, acquisition, or
merger transactions submitted by Consultant.

11.      Costs and Expenses.

     Consultant  shall be responsible  for all  out-of-pocket  expenses,  travel
expenses,  third party  expenses,  filing fees,  copy and mailing  expenses that
Consultant may incur in performing  Consulting  Services  under this  Agreement.
However,  such costs shall be reimbursed to Consultant if approved in writing by
JUNI within thirty (30) days from the date that the Consultant  submits approved
expense report to JUNI.

12.      Consultant Status

     Consultant  acknowledges  that he is  providing  services  hereunder  as an
independent contractor. Accordingly, Consultant agrees that any taxes associated
with the performance of the services hereunder shall be his sole responsibility.
Consultant  further agrees that nothing  herein shall create a  relationship  of
partners or joint venture's between Consultant and JUNI

13.      Representations Of JUNI

         JUNI hereby represents and warrants as follows:

a.   Organization  and Standing.  JUNI is a corporation  validly existing and in
     good standing under the laws of Nevada.

b.   Corporate Power and Authority.  JUNI has the corporate power to execute and
     deliver this  Agreement,  has taken all action required by law to authorize
     such  execution  and  delivery,  and this  Agreement is a valid and binding
     obligation of JUNI in accordance with its terms.

c.   Financial Statements. Juniper has or will cause to be delivered, concurrent
     with the  execution  of this  Agreement,  copies  of the most  recent  Form
     10-KSB, the Proxy Statement,  and all subsequent 10-QSBS,  which accurately
     set forth the  financial  condition of JUNI as of the  respective  dates of
     such documents.

14.      Representations Of Consultant

         Consultant hereby represents and warrants as follows:

a.   Power and  Authority.  Consultant has the power to execute and deliver this
     Agreement, has taken all action required by law to authorize such execution
     and  delivery,  and this  Agreement  is a valid and binding  obligation  of
     Consultant in accordance with its terms.

b.   Inside  Information  Securities  Laws  Violations.  In  the  course  of the
     performance of his duties, consultant may become aware of information which
     may  considered  "inside  information"  within the  meaning of the  Federal
     Securities Laws, Rules and Regulations.  Consultant  acknowledges  that his
     use of such  information  to purchase or sell  securities  of JUNI,  or its
     affiliates,  or to transmit such information to any other party with a view
     to buy, sell, or otherwise deal in JUNI's securities,  is prohibited by law
     and would  constitute a breach of this  Agreement and  notwithstanding  the
     provisions of this Agreement,  will result in the immediate  termination of
     the Options.

(c)  By reason  of  Consultant's  knowledge  and  experience  of  financial  and
     business matters in general,  and investments in particular,  Consultant is
     capable of  evaluating  the merits of this  transaction  and in bearing the
     economic risks of an investment in the shares and JUNI in general and fully
     understand the speculative nature of such securities and the possibility of
     such loss;

(d)  Consultant  has had the  opportunity  to ask questions and receive  answers
     concerning  the terms and  conditions of the Shares to be issued hereby and
     reserved  for  issuance  pursuant  hereto,  and to  obtain  any  additional
     information  which  Client  possesses or can acquire  without  unreasonable
     effort or expense that is  necessary to verify the accuracy of  information
     furnished; and

(e)  Consultant  has been  furnished  with a copy of JUNI's most  recent  Annual
     Report on Form 10-KSB,  the Proxy  Statement,  and all reports or documents
     required  to be  filed  under  Sections  13(a),  14(a)  and  15(d)  of  the
     Securities and Exchange Act of 1933, as amended,  including but not limited
     to, quarterly reports on Form 10-QSB; and, in addition, that Consultant has
     been furnished with a brief description of JUNI's capital structure and any
     material  changes in JUNI's affairs that may not have been disclosed in the
     Disclosure Documents.

15.      Defaults

     In the event that JUNI fails to pay any amount due to Consultant hereunder,
or to timely  reimburse  Consultant  for any  expenses  in the  manner set forth
herein, or otherwise defaults hereunder,  after receiving written notice of such
default with fifteen (15) days to cure, Consultant shall have the right to cease
performing  services  hereunder  and to declare all amounts due  hereunder to be
immediately  due and  payable.  In no event  shall any funds paid to  Consultant
hereunder be refundable to JUNI.

16.      Notices

     All notices permitted,  required or provided for by this Agreement shall be
made in writing,  and shall be deemed adequately  delivered if delivered by hand
and a receipt obtained,  or by a nationally recognized overnight courier service
that regularly maintains records of its pick ups and deliveries,  to the parties
at their respective addresses set forth above or to any other address designated
by a party hereto by written  notice of such address  change.  Notices  shall be
deemed given as of the date of delivery to the overnight  courier  service or to
the recipient if delivered by hand,  and received one day after  delivery to the
overnight courier service or when actually received if delivered by hand.

17.      Indemnification

     JUNI shall hold harmless and indemnify  Consultant from and against any and
all  damages,  losses,  liabilities,  obligations,  fees,  costs  and  expenses,
including  but not  limited  to,  the  payment  and  advancement  of  reasonable
attorney's  fees,  resulting  from, or incurred in  connection  with claims made
against   Consultant   relating   to  the   performance   by   JUNI   hereunder.
Notwithstanding  the  foregoing,  JUNI shall have no obligation to hold harmless
and indemnify  Consultant from claims made against  Consultant,  which arise out
of, or in connection  with,  Consultant's  negligence in the  performance of his
duties  hereunder.  The provisions of this Section shall survive  termination of
this Agreement.

     The Consultant  shall hold harmless and indemnify JUNI from and against any
and all damages,  losses,  liabilities,  obligations,  fees, costs and expenses,
including  but not  limited  to,  the  payment  and  advancement  of  reasonable
attorney's  fees,  resulting  from, or incurred in  connection  with claims made
against JUNI relating to the performance of Consultant's hereunder.

18.      Binding Effect; Assignment

     This  Agreement  shall be  binding  upon and  inure to the  benefit  of the
parties and their respective successors and permitted assigns. Neither party may
assign either this  Agreement or any of its rights,  interests,  or  obligations
hereunder without the prior written approval of the other party.

19.      Entire Agreement

     This  Agreement  represents  the entire  Agreement  with respect to matters
contemplated  herein and  supersedes  any prior oral or  written  agreements  or
undertakings  between the parties with respect to such matters.  This  Agreement
shall not be amended to any extent or canceled,  except by a writing executed by
the parties.

20.      Headings

     The headings in this  Agreement are for  convenience  of reference only and
shall not limit or otherwise affect any of the terms or provisions hereof.

21.      Counterparts

     This Agreement and any  amendments  hereto may be executed in any number of
counterparts,  all  of  which  together  shall  constitute  a  single,  original
instrument.

22.      Separability

     To the extent that any term or provision hereof is deemed invalid,  void or
otherwise  unenforceable,  but may be made enforceable by amendment thereto, the
parties  agree  that  such  amendment  may be  made  so  that  the  same  shall,
nevertheless,  be enforceable to the fullest extent  permissible  under the laws
and public policies applied in the jurisdiction in which  enforcement is sought.
This  Agreement is made in the State of New York and subject to the laws of such
State  without  regard to conflicts of law rules.  Any action or  proceeding  in
regard to this Agreement  must be brought in the County of Nassau,  State of New
York.

23.      Waiver

     A waiver  of any  breach  of any  provision  of this  Agreement  must be in
writing and shall not  constitute  or operate as a waiver of any other breach of
such provision or of any other  provision,  nor shall any failure to enforce any
provisions  hereof  operate  as a  waiver  of  such  provision  or of any  other
provision hereunder.

IN WITNESS THEREOF, the Parties have caused this agreement to be executed on its
behalf  by a duly  authorized  officer  and  consultant  as  hereunto  agreed by
authorized signatures, all as of the day and year first above written.

Consultant:                                    Juniper Group, Inc. (JUNI)

/s/ Stephen E. Apolant                          By: /s/ Vlado P. Hreljanovic
----------------------                              ------------------------
    Stephen E. Apolant                                  Vlado P. Hreljanovic
                                                        President & CEO
EXHIBIT A

                                INVESTMENT LETTER

                                               Date:

Mr. Vlado P. Hreljanovic
Chairman of the Board
Chief Executive Officer
Juniper Group, Inc.
111 Great Neck Road, Suite 604
Great Neck, NY  11021

Dear Mr. Hreljanovic,

     In connection with my purchase (acquisition) of shares of common stock, par
value  $.001  per  share  (the  "Shares"),  of  JUNIPER  GROUP,  INC.  a  Nevada
Corporation  (the  "Company"),  issued  in  consideration  of  an  aggregate  of
$_______,  or $________ per share,  I acknowledge  that you have advised me that
the Shares are not being registered under the Securities Act of 1933, as amended
(the  "Act"),  on the basis of  statutory  exemptions  in Section  4(2)  thereof
relating to transactions  not involving a public offering and that your reliance
on this statutory exemption is based in part on the  representations  made by me
in this letter.

     The  certificate(s)  representing  the shares are to be  delivered to me as
soon as practicable  following the Company's receipt of full payment of ($ ) for
the Shares.

     I understand that the following reports by the Company under the Securities
Exchange Act of 1934, as amended,  including the Form 10-KSB for the fiscal year
ended  December 31, _____,  and the Form 10-QSB's for the  quarter(s) of 200___,
plus any and all  documents,  instruments  records and books  pertaining  to the
Company and this  investment  have been made available to me and my attorney(s),
accountant(s)  or  investment  advisor(s).  I have  had the  opportunity  to ask
questions of, and receive  answers from the Company  concerning  the business of
the Company,  and have had the opportunity to obtain  additional  information in
order to permit me to evaluate the merits and risks of acquiring the Shares.

     I hereby represent to you that I am acquiring the Shares for investment for
my own account and not with a view to resell or otherwise  distribute the Shares
in a manner that would violate the Act, subject to the disposition of the Shares
to be within my control at all times.

     I understand  that  investment in the Shares  involve a very high degree of
risk and that I may lose my entire investment therein.

     I understand that the Shares issued to me will bear a legend  substantially
as follows:

     "This certificate and the shares of stock represented  hereby have not been
registered with the Securities and Exchange  Commission under the Securities Act
of 1933,  as amended,  and may not be  transferred,  re-offered  and sold unless
registered or unless an exemption from registration is available".
Mr. Vlado P. Hreljanovic
JUNIPER GROUP, INC.
Page Two

     In the  absence  of an  effective  registration  statement  under  the  Act
covering the Shares, I shall not offer,  sell,  transfer or otherwise dispose of
any of the  Shares  without  either  first  obtaining  an  opinion  of  counsel,
reasonably  satisfactory  to you,  that  the  disposition  may be  made  without
registration  of the Shares in  question  under the Act,  or first  obtaining  a
letter from the Division of  Corporation  Finance of the Securities and Exchange
Commission (the  "Commission") to the effect that it will recommend no action to
the Commission if any of the Shares to be disposed of are so disposed of without
registration.

     In the event that I, or anyone acting on my behalf who shall be entitled to
dispose of any of the  Shares,  shall  decide to  dispose of such  Shares in the
absence of an  effective  registration  statement,  as a  condition  to any such
disposition I will obtain, if required by you, an agreement in writing from each
person to whom such disposition is proposed to be made to the same effect as the
agreement, understandings and representations which are hereby made.

     Finally,  all legal fees and other expenses incurred in connection with the
rendering of opinions or the obtaining of "no-action" letters in accordance with
the  provisions  hereof shall be entirely my obligation and  responsibility  and
shall not be any of your  responsibility,  and I will promptly pay and discharge
the same.  Please issue the Shares in accordance with the instructions set forth
at the bottom of this letter.

                                            Very truly yours,

                                            __________________________________

Date: __________________________

Please register the Shares as follows:

Name:

Address:

Soc. Sec. #
Exhibit 4.6

                              CONSULTING AGREEMENT

     AGREEMENT, made as of September 11th, 2000 by and between Charles Dilluvio,
3118 Wilkinson Ave.,  Pelham Bay, New York 10461 (the  "Consultant') and Juniper
Group,  Inc.,  111 Great Neck Road,  Suite 604,  Great Neck, New York 11021 (the
"Company')

                                 P R E M I S E S

     The Company and one of its  subsidiaries  is in the business of providing a
comprehensive array of support services for cable, DSL,  telecommunications  and
wireless networks.

     The  Company  desires  to  retain   Consultant  to  render  evaluation  and
consulting  services,  including broadband services relating to market analysis,
public relations,  competition  analysis,  strategic planning and development of
the internet and technology solutions; and

     The Company  desires to retain  Consultant to perform these services and to
compensate  Consultant for these  services by issuing the Consultant  options to
purchase shares of the Company's common stock.

     The Consultant is willing to perform such consulting  services on the terms
and conditions herein contained.

                                    AGREEMENT

     NOW, THEREFORE,  in consideration of the premises herein and other good and
valuable consideration, the parties agree as follows:

1.       ENGAGEMENT

     The Company  hereby engages  Consultant and Consultant  hereby accepts such
engagement as a consultant to render the consulting services set forth below and
such other  matters as  requested  by the  Company,  and in  furtherance  of the
business goals of the Company.

 2.       CONSULTANT'S DUTIES

     Consultant  shall,  at  the  request  of  the  Company,   provide  business
management and marketing  consultation  services on a non-exclusive  basis. Such
services shall include advice  concerning the  implementation  and monitoring of
business and  marketing  plans in the IT  environment,  as well as  establishing
and/or enhancing the Company's internet presence,  retaining trade attorneys and
other professionals,  as required.  The Consultant may also render the following
services at the request of the Company:

     Market Analysis & Public Relations -- Consultant will assist the Company in
researching  market  conditions  and the Company's  competitors in the broadband
market.  Consultant  will develop a strategic  plan to  disseminate  information
regarding the Company and the Company's market through traditional media and the
Internet.

     Strategic  Transactions -- Consultant will assist the Company in evaluating
the advisability of entering into  acquisitions and joint venture  transactions.
Consultant  will  assist  the  Company in  developing  an  understanding  of the
financial and strategic objectives relating to such proposed  transactions,  and
will develop a strategy to accomplish the Company's goals.

     Recapitalization  and  Restructuring  --  Consultant  will analyze  various
capital structures  suitable for the Company and determine the valuations of the
various  components  of the  Company's  business.  Consultant  will evaluate the
Company's business to assist in developing a restructuring plan, if advisable.

     Internet and Technology  Solutions -- Consultant will assist the Company in
developing an internet  presence,  including the development or reengineering of
the Company's web site to better promote and grow the Company's business.

3.       TERM

     The term of this  agreement  shall  commence  on the date  hereof and shall
continue  for four (4)  months,  which may be  extended  on a  monthly  basis in
writing by the Company.  Either party may terminate  this  Agreement upon thirty
(30) days written  notice to the other party,  effective  after the initial four
month term hereof.

4.       COMPENSATION

a.   As  compensation  for the services to be rendered by Consultant  hereunder,
     Consultant shall be paid, and Consultant agrees to accept, the following:

(    i) The  Company  shall pay  monthly  compensation  of Eleven  Thousand  Two
     Hundred Fifty (11,250) Dollars in cash for the term of this Agreement.

                                      -or-

(    ii) The Company shall have the option to pay Consultant's services for that
     month period with a grant of  irrevocable  options to purchase up to Eleven
     Thousand Two Hundred Fifty  (11,250)  Dollars in value of Juniper's  common
     stock,  par  value  $.001  per  share,  which  exercise  is in lieu of cash
     compensation  for such month.  The number of shares  issued in each monthly
     option shall be  determined by dividing  Eleven  Thousand Two Hundred Fifty
     Dollars by $1.00 and may be exercised at $1.00 per share, which exercise is
     in lieu of cash compensation. The term of this option to purchase shares of
     Juniper's  common  stock  shall be in full  force  for a period of four (4)
     years  from the  date of this  Agreement.  If  termination  occurs  for any
     reason, Consultant's options remain in effect through expiration.

b.   Consultant  shall exercise  options by delivering  the option price,  along
     with the  executed  Investment  Letter  annexed  hereto as Exhibit A to the
     Company.  Consultant  will  release  such funds due him to the Company upon
     execution of the  Investment  Letter and the Company shall make delivery of
     Certificates representing the number of shares of common stock exercised.

c.   The  granting  of the share  purchase  rights is being made  pursuant  to a
     resolution  adopted  by the  Board of  Directors  of  Juniper  on even date
     herewith,  which  specified  that  Consultant  is to receive  the rights to
     purchase shares in the manner set forth herein.

d.   The Company shall make immediate  delivery of such shares upon full payment
     and receipt of a duly executed investment  representation letter,  provided
     that if any law or  regulation  requires it to take any action with respect
     to the shares specified in such notice before the issuance hereof, the date
     of such delivery of such shares shall be extended for the period  necessary
     to take such action.

e.   The parties hereto  acknowledge  that the issuance of the Company's  shares
     upon the  exercise of the share  purchase  rights  hereunder  is being made
     without  registration  under the Securities  Act of 1933, as amended,  (the
     "Securities  Act"),  or any other  state or  federal  law,  that the shares
     issued upon exercise of the Investment Letter will therefore be "restricted
     Securities"  within  the  meaning  of  the  Securities  Act  and  Rule  144
     promulgated  under the Securities Act. All  certificates  representing  the
     shares issued pursuant to this Agreement,  any and all certificates  issued
     in replacement  thereof or in exchange  therefore,  shall bear a legend, in
     substantially   the  following   form,   which   Consultant  has  read  and
     understands:

THE SHARES  REPRESENTED BY THIS  CERTIFICATE  HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED ("THE  SECURITIES  ACT") AND ARE  "RESTRICTED
SECURITIES" AS THAT TERM IS DEFINED IN RULE 144 PROMULGATED UNDER THE SECURITIES
ACT.  THE SHARES  MAY NOT BE OFFERED  FOR SALE,  SOLD OR  OTHERWISE  TRANSFERRED
EXCEPT PURSUANT TO AN EXEMPTION FROM REGISTRATION  UNDER THE SECURITIES ACT, THE
AVAILABILITY OF WHICH IS ESTABLISHED TO THE SATISFACTION OF JUNIPER.

5.       PERSON ENTITLED TO EXERCISE.

     The Option can only be exercised by Consultant, Consultant's beneficiary or
Consultant's   estate,  and  neither  this  nor  any  rights  hereunder  can  be
transferred  other than by  testamentary  disposition or the laws of descent and
distribution.  Neither this Option, nor any right hereunder, shall be subject to
lien, attachment, execution, or similar process. In the event of any alienation,
pledge,  or  hypothecation,  or any other transfer of this Option,  or any right
hereunder,  or in the  event  of any  levy,  attachment,  execution  or  similar
process,  this Option and all rights granted hereunder shall immediately be null
and void.

6.       TERMINATION OF AGREEMENT BY THE COMPANY.

     Despite anything to the contrary contained in this Agreement hereunder, the
Company may terminate  this Agreement if any of the following  events occur.  In
the event of such  termination,  Consultant  may exercise any options which have
issued for services  already  rendered,  but  Consultant  is not entitled to any
portion of the options  which would have been issued for services  which had not
been performed prior to this termination.

A.   Failure to Follow Instructions. The Company can terminate this Agreement in
     the  event  Consultant  fails to follow  the  Company's  instructions.  The
     Company  must  advise   Consultant   that  his  actions  or  inactions  are
     unacceptable and give Consultant a reasonable time to comply. If Consultant
     fails to  comply,  or a later time  makes the same  unacceptable  action or
     inaction,  he may be  terminated  hereunder  by the  Company's  service  of
     "Notice of Termination" to Consultant.

B.   Breach of Consultant's  Duties. The Company can terminate this Agreement if
     in the sole judgment of the Chief Executive Officer,  Consultant's  actions
     or conduct  would make it  unreasonable  to require  the  Company to retain
     Consultant.

C.   Sale  of  The  Company's  Assets.  The  sale  of  substantially  all of the
     Company's assets to a single purchaser or group of associated partners.

7. REPORTS TO THE COMPANY

a.   Commencing October 1st, 2000, and at least once each month therafter during
     the Term of this  Agreement,  Consultant  shall  prepare and present to the
     Company a written report  describing its activities and its progress toward
     meeting the objectives mutually agreed upon by Consultant and the Company.

b.   Throughout  the Term of this  Agreement,  Consultant  may also  provide the
     officers,  directors,  employees  or  designees  of the Company with verbal
     reports concerning its activities.

8. THIRD PARTIES

     The Company acknowledges that, in connection with its engagement hereunder,
Consultant may introduce the Company to third parties who may transact  business
with the Company and/or assist  Consultant in providing  consulting  services to
the Company hereunder.

9. CONFIDENTIAL INFORMATION

     The Company agrees to promptly provide and fully disclose to Consultant any
and all information  regarding the Company,  which Consultant deems pertinent to
its engagement hereunder.

     Consultant   acknowledges   that  any  and  all  knowledge  or  information
concerning the Company and its affairs  obtained by Consultant,  his principals,
employees and/or  contractors in the course of his engagement  hereunder will be
deemed "confidential" and will be held inviolate by him and that he will conceal
the same from any and all other persons and entities, including, but not limited
to, competitors of the Company and that he will not impart any such knowledge to
anyone whosoever during or after the term of hereof.

     As used herein,  "confidential"  knowledge or  information  means:  (a) all
information  regarding  the  Company,  which is not  generally  available to the
public;  and (b) all  information  regarding the Company,  which was received by
Consultant from a source with confidentiality obligations to the Company.

     Consultant shall, upon the termination of his engagement by the Company for
any reason  whatsoever,  immediately  surrender and turn over to the Company all
"confidential'  material including,  but not limited to, books, forms,  records,
the Company lists and all other papers and writings  relating to the Company and
all other property belonging to the Company, it being understood and agreed that
the same are the sole property of the Company. This includes any and all papers,
documents and computer records created or held by Consultant.

     In  addition  to any other  rights or  remedies to which the Company may be
entitled,  the Company shall have the right to obtain an ex parte restraint upon
the breach or threatened breach of this section.

     This section shall survive termination of this Agreement.

10. CONSULTANT STATUS

     Consultant  acknowledges  that he is  providing  services  hereunder  as an
independent contractor. Accordingly, Consultant agrees that any taxes associated
with the performance of the services hereunder shall be his sole responsibility.
Consultant  further agrees that nothing  herein shall create a  relationship  of
partners or joint  ventures  between  Consultant and the Company and, except as
otherwise  set  forth  herein,  nothing  herein  shall be  deemed  to  authorize
Consultant to obligate or bind the Company to any  commitment  without the prior
written consent of the Company in each instance.

11. REPRESENTATIONS OF THE COMPANY

     The Company hereby represents and warrants as follows:

a.   Organization  and Standing.  The Company is a corporation  validly existing
     and in good standing under the laws of Nevada.

b.   Corporate  Power and  Authority.  The  Company has the  corporate  power to
     execute and deliver this Agreement, has taken all action required by law to
     authorize  such  execution and delivery,  and this Agreement is a valid and
     binding obligation of the Company in accordance with its terms.

c.   Financial Statements. Juniper has or will cause to be delivered, concurrent
     with the  execution  of this  Agreement,  copies  of the most  recent  Form
     10-KSB, the Proxy Statement,  and all subsequent 10-QSBS,  which accurately
     set forth the financial condition of The Company as of the respective dates
     of such documents.

12. REPRESENTATIONS OF CONSULTANT

     Consultant hereby represents and warrants as follows:

a.   Power and  Authority.  Consultant has the power to execute and deliver this
     Agreement, has taken all action required by law to authorize such execution
     and  delivery,  and this  Agreement  is a valid and binding  obligation  of
     Consultant in accordance with its terms.

b.   Inside  Information  Securities  Laws  Violations.  In  the  course  of the
     performance of his duties, consultant may become aware of information which
     may  considered  "inside  information"  within the  meaning of the  Federal
     Securities Laws, Rules and Regulations.  Consultant  acknowledges  that his
     use of such  information to purchase or sell securities of the Company,  or
     its affiliates,  or to transmit such  information to any other party with a
     view to buy,  sell,  or  otherwise  deal in The  Company's  securities,  is
     prohibited  by law and  would  constitute  a breach of this  Agreement  and
     notwithstanding  the  provisions  of this  Agreement,  will  result  in the
     immediate termination of the Options.

c.   Consultant  has been  furnished  with a copy of the  Comapny's  most recent
     Annual  Report on Form  10-KSB,  the Proxy  Statement,  and all  reports or
     documents required to be filed under Sections 13(a), 14(a) and 15(d) of the
     Securities and Exchange Act of 1933, as amended,  including but not limited
     to, quarterly reports on Form 10-QSB; and, in addition, that Consultant has
     been furnished with a brief  description of the Company's capital structure
     and any material  changes in the  Company's  affairs that may not have been
     disclosed in the Disclosure Documents.

13. DEFAULTS

     In the event that the  Company  fails to pay any  amount due to  Consultant
hereunder,  or to timely reimburse Consultant for any expenses in the manner set
forth herein, or otherwise defaults hereunder, after receiving written notice of
such default with fifteen (15) days to cure,  Consultant shall have the right to
cease performing  services hereunder and to declare all amounts due hereunder to
be immediately  due and payable.  In no event shall any funds paid to Consultant
hereunder be refundable to the Company.

14. NOTICES

     All notices permitted,  required or provided for by this Agreement shall be
made in writing,  and shall be deemed adequately  delivered if delivered by hand
and a receipt obtained,  or by a nationally recognized overnight courier service
that regularly maintains records of its pick ups and deliveries,  to the parties
at their respective addresses set forth above or to any other address designated
by a party hereto by written  notice of such address  change.  Notices  shall be
deemed given as of the date of delivery to the overnight  courier  service or to
the recipient if delivered by hand,  and received one day after  delivery to the
overnight courier service or when actually received if delivered by hand.

15. INDEMNIFICATION

     The Company shall hold harmless and indemnify  Consultant  from and against
any and all damages, losses, liabilities, obligations, fees, costs and expenses,
including  but not  limited  to,  the  payment  and  advancement  of  reasonable
attorney's  fees,  resulting  from, or incurred in  connection  with claims made
against  Consultant  relating  to  the  performance  by the  Company  hereunder.
Notwithstanding  the  foregoing,  the Company  shall have no  obligation to hold
harmless and indemnify  Consultant  from claims made against  Consultant,  which
arise out of, or in connection with,  Consultant's negligence in the performance
of  his  duties  hereunder.   The  provisions  of  this  Section  shall  survive
termination of this Agreement.

     The  Consultant  shall hold  harmless  and  indemnify  the Company from and
against any and all damages, losses, liabilities,  obligations,  fees, costs and
expenses,  including  but  not  limited  to,  the  payment  and  advancement  of
reasonable  attorney's  fees,  resulting  from, or incurred in  connection  with
claims made  against the Company  relating to the  performance  of  Consultant's
hereunder.

16. BINDING EFFECT; ASSIGNMENT

     This  Agreement  shall be  binding  upon and  inure to the  benefit  of the
parties and their respective successors and permitted assigns. Neither party may
assign either this  Agreement or any of its rights,  interests,  or  obligations
hereunder without the prior written approval of the other party.

17. ENTIRE AGREEMENT

     This  Agreement  represents  the entire  Agreement  with respect to matters
contemplated  herein and  supersedes  any prior oral or  written  agreements  or
undertakings  between the parties with respect to such matters.  This  Agreement
shall not be amended to any extent or canceled,  except by a writing executed by
the parties.

18. HEADINGS

     The headings in this  Agreement are for  convenience  of reference only and
shall not limit or otherwise affect any of the terms or provisions hereof.

19. COUNTERPARTS

     This Agreement and any  amendments  hereto may be executed in any number of
counterparts,  all  of  which  together  shall  constitute  a  single,  original
instrument.

20. SEPARABILITY

     To the extent that any term or provision hereof is deemed invalid,  void or
otherwise  unenforceable,  but may be made enforceable by amendment thereto, the
parties  agree  that  such  amendment  may be  made  so  that  the  same  shall,
nevertheless,  be enforceable to the fullest extent  permissible  under the laws
and public policies applied in the jurisdiction in which  enforcement is sought.
This  Agreement is made in the State of New York and subject to the laws of such
State  without  regard to conflicts of law rules.  Any action or  proceeding  in
regard to this Agreement  must be brought in the County of Nassau,  State of New
York.

21. WAIVER

     A waiver  of any  breach  of any  provision  of this  Agreement  must be in
writing and shall not  constitute  or operate as a waiver of any other breach of
such provision or of any other  provision,  nor shall any failure to enforce any
provisions  hereof  operate  as a  waiver  of  such  provision  or of any  other
provision hereunder.

     IN WITNESS  WHEREOF,  the parties have caused this Agreement to be executed
and delivered as of the date first above written.

Company:                                       Consultant:

Juniper Group, Inc.                            /s/ Charles Dilluvio
                                               --------------------
                                                   Charles Dilluvio

By: /s/Vlado P. Hreljanovic
    -----------------------
      Vlado P. Hreljanovic
EXHIBIT "A"

                                                  INVESTMENT LETTER

                                                                       Date:

Mr. Vlado P. Hreljanovic
Chairman of the Board
Chief Executive Officer
Juniper Group, Inc.
111 Great Neck Road, Suite 604
Great Neck, NY  11021

Dear Mr. Hreljanovic,

     In connection with my purchase (acquisition) of shares of common stock, par
value  $.001  per  share  (the  "Shares"),  of  JUNIPER  GROUP,  INC.  a  Nevada
Corporation  (the  "Company"),  issued  in  consideration  of  an  aggregate  of
$_______,  or $________ per share,  I acknowledge  that you have advised me that
the Shares are not being registered under the Securities Act of 1933, as amended
(the  "Act"),  on the basis of  statutory  exemptions  in Section  4(2)  thereof
relating to transactions  not involving a public offering and that your reliance
on this statutory exemption is based in part on the  representations  made by me
in this letter.

     The  certificate(s)  representing  the shares are to be  delivered to me as
soon as practicable  following the Company's receipt of full payment of ($ ) for
the Shares.

     I understand that the following reports by the Company under the Securities
Exchange Act of 1934, as amended,  including the Form 10-KSB for the fiscal year
ended  December 31, _____,  and the Form 10-QSB's for the  quarter(s) of 200___,
plus any and all  documents,  instruments  records and books  pertaining  to the
Company and this  investment  have been made available to me and my attorney(s),
accountant(s)  or  investment  advisor(s).  I have  had the  opportunity  to ask
questions of, and receive  answers from the Company  concerning  the business of
the Company,  and have had the opportunity to obtain  additional  information in
order to permit me to evaluate the merits and risks of acquiring the Shares.

     I hereby represent to you that I am acquiring the Shares for investment for
my own account and not with a view to resell or otherwise  distribute the Shares
in a manner that would violate the Act, subject to the disposition of the Shares
to be within my control at all times.

     I understand  that  investment in the Shares  involve a very high degree of
risk and that I may lose my entire investment therein.

     I understand that the Shares issued to me will bear a legend  substantially
as follows:

     "This certificate and the shares of stock represented  hereby have not been
registered with the Securities and Exchange  Commission under the Securities Act
of 1933,  as amended,  and may not be  transferred,  re-offered  and sold unless
registered or unless an exemption from registration is available".
Mr. Vlado P. Hreljanovic
JUNIPER GROUP, INC.
Page Two

     In the  absence  of an  effective  registration  statement  under  the  Act
covering the Shares, I shall not offer,  sell,  transfer or otherwise dispose of
any of the  Shares  without  either  first  obtaining  an  opinion  of  counsel,
reasonably  satisfactory  to you,  that  the  disposition  may be  made  without
registration  of the Shares in  question  under the Act,  or first  obtaining  a
letter from the Division of  Corporation  Finance of the Securities and Exchange
Commission (the  "Commission") to the effect that it will recommend no action to
the Commission if any of the Shares to be disposed of are so disposed of without
registration.

     In the event that I, or anyone acting on my behalf who shall be entitled to
dispose of any of the  Shares,  shall  decide to  dispose of such  Shares in the
absence of an  effective  registration  statement,  as a  condition  to any such
disposition I will obtain, if required by you, an agreement in writing from each
person to whom such disposition is proposed to be made to the same effect as the
agreement, understandings and representations which are hereby made.

     Finally,  all legal fees and other expenses incurred in connection with the
rendering of opinions or the obtaining of "no-action" letters in accordance with
the  provisions  hereof shall be entirely my obligation and  responsibility  and
shall not be any of your  responsibility,  and I will promptly pay and discharge
the same.  Please issue the Shares in accordance with the instructions set forth
at the bottom of this letter.

                                            Very truly yours,

                                            __________________________________

Date: __________________________

Please register the Shares as follows:

Name:

Address:

Soc. Sec. #
Gerald A. Kaufman
                                Attorney at Law
                              33 Walt Whitman Road
                       Huntington Station, New York 11746

                                                                     Exhibit 5.1
                                                                     -----------

January 25, 2001

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

Re:  Registration  Statement on Form S-8 Relating to 1,665,000  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 1,665,000  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 a Stock Option Plan and an Agreement for Consulting
Services.

     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 we 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, Suite 352
                           Great Neck, New York 11021

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  January 25, 2001, of Juniper  Group,  Inc. of our
report dated March 29, 2000, appearing on Page F-2 of Form 10-KSB for the fiscal
year ended December 31, 1999.

     This consent is in connection  with the  Registration  Statement  under the
Securities Act of 1933, as amended,  1,665,000 shares of Common Stock. par value
$.001 per share, of Juniper Group, Inc., issuable under a Stock Option Plan.

                                             GOLDSTEIN & GANZ, P.C.

Great Neck, New York
January 25, 2001