As filed with the Securities and Exchange Commission on July 31, 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 Identification No.)
incorporation or organization)

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

                   Agreements for Consulting Services for 2001
 ------------------------------------------------------------------------------
                            (Full title of the plans)

                              Vlado P. Hreljanovic
                         111 Great Neck Road, Suite 604
                           Great Neck, New York 11021
                                 (516) 829-4670
 ------------------------------------------------------------------------------
            (Name, address, including zip 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, NY 11746
                                 (631) 271-2055

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



<PAGE>

<TABLE>

                                           CALCULATION OF REGISTRATION FEE
<CAPTION>

Title of Securities to be                      Proposed       Proposed Maximum
Registered                                      Maximum          Aggregate
                                             Offering Price     Offering Price         Amount of
                              Amount to be    Per Share(9)                          Registration Fee
                              Registered
----------------------------- -------------- ---------------- ----------------- ---------------------
<S>                            <C>                  <C>               <C>                <C>

Common Stock
$.001 par value                45,000(1)            $1.00             $45,000             $ 13.64


Common Stock
$.001 par value                45,000(2)            $1.00             $45,000             $ 13.64

Common Stock
$.001 par value                35,000(3)            $1.00             $35,000             $ 10.61


Common Stock                   25,000(4)            $1.00             $25,000             $  7.58
$.001 par value

 Stock Warrants               100,000                   - (5)             -

 Stock Warrants               100,000                   - (5)             -

 Stock Warrants                50,000                   - (5)             -

 Common Stock
 $.001 par value              100,000(6)            $2.00           $200,000            $ 60.61

 Common Stock
 $.001 par value              100,000(7)            $2.00           $200,000            $ 60.61

 Common Stock
 $.001 par value               50,000(8)            $2.00           $100,000            $ 30.30

                                                                    --------            -------
                             Total                                  $650,000            $196.99
                                                                    ========            =======
</TABLE>

1) Shares issuable to Terence T. Byrne in consideration of services rendered and
to be rendered pursuant to a Consulting Agreement dated June 13, 2001.

2) Shares issuable to Avi Mirman in consideration of services rendered and to be
rendered pursuant to a Consulting Agreement dated June 7, 2001.

3) Shares issuable to Chris Kern in consideration of services rendered and to be
rendered pursuant to a Consulting Agreement dated June 14, 2001.

4) Shares issuable to Vance Burroughs in consideration of services rendered and
to be rendered pursuant to a Consulting Agreement dated July 2, 2001.

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

6)   Shares issuable upon exercise of warrants granted to Terence T. Byrne
     pursuant to a Consulting Agreement dated June 13, 2001.

7)   Shares issuable upon exercise of warrants granted to Avi Mirman pursuant to
     a Consulting Agreement dated June 7, 2001.

8)   Shares issuable upon exercise of warrants granted to Chris Kern pursuant to
     a Consulting Agreement dated June 14, 2001.

9) Calculated solely for the purpose of determining the registration fee
pursuant to Rule 457(h)(1) 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  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, 2000.

2.   The Company's  Quarterly Report on Form 10-QSB for the fiscal quarter ended
     March 31, 2001.

3.   The description of the Common Stock, par value $.001 per share (the "Common
     Stock"), contained in the Company's registration statement on Form S-18
     (File 33-35101-NY) pursuant to Section 12(g) of the Exchange Act, including
     any amendment or report filed for the purpose of updating such description.

     All documents  subsequently filed by the Company pursuant to Section 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 the
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.

     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 Nevada General Corporation Law.

Item 7. Exemption From Registration Claimed

                  Not applicable

Item 8. Exhibits

4.4  Consulting Agreement between the Registrant and Terence T. Byrne dated June
     13, 2001.

4.5  Consulting Agreement between the Registrant and Avi Mirman dated June 7,
     2001.

4.6 Consulting Agreement between Chris Kern dated June 14, 2001.

4.7  Consulting Agreement between the Registrant and Vance Burroughs dated July
     2, 2001.

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 Power of Attorney  (included  on the  signature  page of this  Registration
     Statement).
<PAGE>



                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below constitutes and appoints Vlado P. Hreljanovic, with power of substitution,
as his  attorney-in-fact  for him, in all capacities,  to sign any 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 and confirming all that said  attorney-in-fact  or
his substitutes may 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 and on the date indicated.

Signature                           Title                           Date


/s/Vlado P. Hreljanovic
_______________________    President, Chief Executive         July 31, 2001
Vlado P. Hreljanovic       Officer, Director, Acting
                           Chief Financial Officer


/s/ Harold A. Horowitz
______________________     Director                           July 31, 2001
Harold A. Horowitz



/s/ Barry S. Huston
___________________        Director                           July 31, 2001
Barry S. Huston




<PAGE>

                                                        Exhibit 4.4


                              Consulting Agreement
                                     Between
                          Juniper Medical Systems, Inc.
                                       And
                                Terence C. Byrne


     This Consulting  Agreement made and entered into this 13th Day of June 2001
by and between Juniper Medical Systems Inc., having an office at 111 Great Neck
Road, Suite 604, Great Neck, NY 11021 (hereinafter "JMSI") and Terence C. Byrne
(hereinafter "Consultant") independent contractors, having an address at 466
Cote St. Antoine, West Mount, Quebec H3Y 2J9.

                                 P R E M I S E S

WHEREAS, JMSI, 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  himself as  qualified  to perform  the  desired
services required by JMSI.

WHEREAS,  JMSI desires to retain  Consultant to act as a finder for  acquisition
candidates for JMSI and its subsidiaries,  and JMSI shall compensate  Consultant
for the services either by cash or by issuing  Consultant  shares of the Juniper
Group,  Inc. common stock,  par value .001, the Parent Company.  JMSI shall have
the option to pay the Consultant in cash or stock. In addition, Consultant shall
be issued warrants vesting on a monthly basis.

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:

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

2.       Terms:

     JMSI  hereby  retains  Consultant  for a period of five (5)  months  ending
October 31, 2001, and renewable after October 31, 2001, on a monthly basis, only
by a written  notification from JMSI to Consultant,  to provide the services set
forth herein.

A. Scope of Consultant's Work:

1.   On a  non-exclusive  basis,  Consultant  shall  introduce  JMSI to possible
     acquisition  candidates,  evaluate JMSI's possible acquisition  candidates,
     review  the  business  and  operation  of the  candidates,  assist  JMSI 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 JMSI 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:  a.  As  compensation  for the  services  to be  rendered  by
     Consultant  hereunder,  Consultant shall be paid, and Consultant  agrees to
     accept, the following:

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

                                      -or-

(    ii) JMSI shall have the option to pay Consultant's  services for that month
     up to Nine  Thousand  (9,000)  Dollars  in value of Juniper  Group,  Inc.'s
     common  stock,  par value $.001 per share.  The number of shares  issued in
     each month 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.  In addition,  Consultant  shall receive 20,000  warrants per
     month at strike price of $2.00. These warrants shall be in full force for a
     period of four (4) years.

b.   Consultant  can  exercise  warrants and shares by  delivering  the exercise
     price, along with the executed  Investment Letter annexed hereto as Exhibit
     A to Juniper  Group,  Inc..  Juniper  Group,  Inc.  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 Group, Inc. on even
     date herewith,  which specified that Consultant is to receive the rights to
     purchase shares and receive warrants in the manner set forth herein.

d.   Juniper Group, Inc. 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 Juniper Group shares  exercised by Consultant  shall be registered  for
     resale by  Consultant  under the  Securities  Act of 1933 (the  "Act"),  as
     amended,  pursuant to a Form S-8 Registration  file by Juniper Group. It is
     intended that this Agreement is an "Employee  Benefit Plan",  as defined in
     Rule 405, promulgated under the Act.

f.   The parties hereto  acknowledge that the issuance of Juniper Group,  Inc.'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.

3.       Person Entitled To Exercise.

     The shares issued in lieu of cash compensation and/or the warrants attached
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 the
shares, warrants, 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 the shares,  or warrants,  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.

4.       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 JMSI to Consultant  shall be returned to
JMSI.  All  compensation  due  for  completed   services  through  the  date  of
termination shall be paid to Consultant immediately upon termination.

5.       Reports To JMSI

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

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

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

6.       Confidential Information

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

     Consultant   acknowledges   that  any  and  all  knowledge  or  information
concerning  JMSI  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 JMSI 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 JMSI, which is not generally available to the public; and
(b) all  information  regarding  JMSI,  which was received by Consultant  from a
source  with  confidentiality  obligations  to  JMSI,  and (c)  all  information
regarding  Juniper Group,  Inc.,  JMSI's parent company,  which is not generally
available to the public.

     Consultant  shall,  upon the  termination of his engagement by JMSI for any
reason   whatsoever,   immediately   surrender   and  turn   over  to  JMSI  all
"confidential"  material including,  but not limited to, books, forms,  records,
JMSI lists and all other  papers  and  writings  relating  to JMSI and all other
property belonging to JMSI, it being understood and agreed that the same are the
sole property of JMSI. 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 JMSI may be entitled,
JMSI  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.

7.       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.

8.       Client's Rights to Approve Transactions.

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


9.   JMSI Under No Duty or Obligation to Accept or Close on any Transactions.

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

10.      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
JMSI within thirty (30) days from the date that the Consultant  submits approved
expense report to JMSI.

11.      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 JMSI

12.      Representations Of JMSI

         JMSI hereby represents and warrants as follows:

a.   Organization  and Standing.  JMSI is a corporation  validly existing and in
     good standing under the laws of New York.

b.   Corporate Power and Authority.  JMSI 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 JMSI in accordance with its terms.

c.   Financial Statements.  Juniper Group, Inc., the parent company, 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
     Juniper Group, Inc. as of the respective dates of such documents.
<PAGE>
13.      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 the Consultant's  duties, he 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 JMSI,  or its
     affiliates,  or to transmit such information to any other party with a view
     to buy, sell, or otherwise deal in JMSI'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 warrants.

(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 of Juniper  Group,  Inc. and
     JMSI 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 Juniper  Group,  Inc.'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 Juniper Group,
     Inc.'s capital structure and any material changes in Juniper Group,  Inc.'s
     affairs that may not have been disclosed in the Disclosure Documents.

14.      Defaults

     In the event that JMSI 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 JMSI.

15.      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.

16.      Indemnification

     JMSI 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   JMSI   hereunder.
Notwithstanding  the  foregoing,  JMSI 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 JMSI 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 JMSI relating to the performance of Consultant's hereunder.
<PAGE>
17.      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.

18.      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.

19.      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.

20.      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.

21.      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.

22.      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 Medical Systems, Inc. (JMSI)

/s/ Terence C. Byrne                           /s/ Vlado P. Hreljanovic
_____________________                      By: _____________________
Terence C. Byrne                               Vlado P. Hreljanovic
                                                President & CEO

By the terms of this  Agreement,  the Parties intend that the Consultant will be
an acquisition  consultant for JMSI.  Juniper Group, Inc. has read and agreed to
Paragraphs 2, 4, 13(c) and 14(e) in this  agreement  concerning  the issuance of
Juniper Group shares as compensation, including warrants attached and the rights
to redemption thereof.

Juniper Group, Inc.

/s/ Vlado P. Hreljanovic
-----------------------------
         Name

President
-----------------------------
         Title






<PAGE>


                                   EXHIBIT "A"

                                INVESTMENT LETTER


                                                                       Date:

Mr. Vlado P. Hreljanovic
Chairman of the Board
Chief Executive Officer
Juniper Medical Systems, 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:


<PAGE>
Mr. Vlado P. Hreljanovic
JUNIPER MEDICAL SYSTEMS, INC.
Page Two

     "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".

     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
                      Juniper Internet Communications, Inc.
                                       And
                                   Avi Mirman


     AGREEMENT,  made  as of  June  14,  2001,  by and  between  Avi  Mirman,  5
Stonehenge, East Northport, NY 11131 ("Consultant") and Juniper Group, 111 Great
Neck Road, Suite 604, Great Neck, New York 11021 ("JUNI")

                                 P R E M I S E S

     WHEREAS,  Consultant  represents  himself  qualified to perform the desired
Services required by JUNI.

     WHEREAS,  JUNI  desires  to engage  Consultant  to provide  the  consulting
Services described below during the term of this Agreement,  until the Agreement
is terminated as provided herein.; and

     WHEREAS,  JUNI desires to retain  Consultant to perform the above services,
and to compensate Consultant for these services either by cash or by issuing the
Consultant  shares of JUNI's common stock,  par value .001.  JUNI shall have the
option to pay the Consultant in cash or stock. In addition,  Consultant shall be
issued warrants vesting on a monthly basis.

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

                                    AGREEMENT

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

        1.       SCOPE OF SERVICES TO BE PROVIDED BY THE CONSULTANT

         Consultant agrees to provide, and JUNI agrees to pay for the following
consulting services (collectively referred to as the "Services"):

a)   general business consulting

b)   consulting and  assistance  with the paperwork and procedures for acquiring
     asset for JUNI; provided however, that the Services are expressly agreed to
     exclude all legal advice,  accounting  services or other services requiring
     licenses  for  certification  c)  Introduce  to JUNI  possible  merger  and
     acquisition  candidates d) Evaluate  JUNI'S possible merger and acquisition
     candidates e) Review the business and operation of the candidates and their
     historical  and projected  financial  condition f) Assist JUNI in obtaining
     information for its Due Diligence review g) Coordinate the dissemination of
     information to and from the candidate

     Notwithstanding  the  foregoing,  nothing herein  described  shall obligate
Consultant  to  effect  any   acquisitions   for  JUNI.  It  is  understood  and
acknowledged  by the  parties  that the  value  of  Consultant's  advice  is not
measurable in a quantitative manner, and Consultant shall be obligated to render
advice and  services,  upon the  request  of JUNI,  in good  faith,  as shall be
determined  by the  Company,  but shall not be  obligated  to spend any specific
amount if time in doing so. All services  are to be provided on a "best  effort"
basis.

         2.       CONSULTANT'S DUTIES

     Consultant shall, at the request of JUNI,  provide business  management and
marketing consultation services on a non-exclusive basis.  Consultant shall also
act as a finder for  acquisition  candidates in the  entertainment  field.  Such
services shall include advice  concerning the  implementation  and monitoring of
business and  marketing  plans.  The  Consultant  may also render the  following
services at the request of JUNI:

     Market  Analysis  and Public  Relations --  Consultant  will assist JUNI in
researching market conditions and JUNI's competitors in the entertainment market
to utilize JUNI's entertainment  segment business and develop acquisition and/or
joint  venture  transactions.  Consultant  will  develop  a  strategic  plan  to
disseminate  information  regarding JUNI and JUNI's market  through  traditional
media and the Internet.

         3.       Work Assignment

     Specific  verbal and written tasks are to be coordinated  through Mr. Vlado
P.  Hreljanovic,  CEO 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.
<PAGE>
        4.       TERM

     The term of this  agreement  shall  commence  on the date  hereof and shall
continue for five (5) months,  ending on October 31, 2001, which may be extended
on a monthly  basis only by written  notification  from JUNI to the  Consultant.
Either party may terminate  this  Agreement upon thirty (30) days written notice
to the other party.

         5.       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) 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
     up to Nine  Thousand  (9,000)  Dollars  in value of Juniper  Group,  Inc.'s
     common  stock,  par value $.001 per share.  The number of shares  issued in
     each month 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.  In addition,  Consultant  shall receive 20,000  warrants per
     month at the discretion of Juniper Group, at a strike price of $2.00. These
     warrants shall be in full force for a period of four (4) years.

b.   Consultant  can  exercise  warrants and shares by  delivering  the exercise
     price, along with the executed  Investment Letter annexed hereto as Exhibit
     A to JUNI. 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 JUNI 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 Juniper Group shares  exercised by Consultant  shall be registered  for
     resale by  Consultant  un der the  Securities  Act of 1933 (the "Act"),  as
     amended,  pursuant to a Form S-8 Registration filed by Juniper Group. It is
     intended that this Agreement is an "Employee  Benefit Plan",  as defined in
     Rule 405, promulgated under the Act.

f.   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.

         6.       Person Entitled To Exercise.

     The shares issued in lieu of cash compensation and/or the warrants attached
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 the
shares, warrants, 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 the shares,  or warrants,  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.

        7.       Termination of Agreement by JUNI.

     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.
<PAGE>
     Despite  anything to the  contrary  contained in this  Agreement,  JUNI may
terminate this Agreement at will or if any of the following events occur. In the
event of such  termination,  Consultant  may  exercise  his right to convert any
outstanding  debt  including  approved  expenses,  which  have been  issued  for
services already rendered,  but Consultant is not entitled to any portion of the
shares for which services had not been performed prior to such termination.

A.   Failure to Follow  Instructions.  JUNI can terminate  this Agreement in the
     event  Consultant  fails to follow  Company's  instructions.  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  repeats the same  unacceptable  action or  inaction,  he may be
     terminated  hereunder by Company's  service of "Notice of  Termination"  to
     Consultant.

B.   Breach of Consultant's  Duties. JUNI can terminate this Agreement if in the
     sole  judgment  of  the  Chief  Executive  Officer,  Consultant's  actions,
     performance or conduct would make it unreasonable to require JUNI to retain
     Consultant.  In addition,  such acts could include, but are not limited to,
     unsatisfactory  work  product,  untimeliness  in  performance,  dishonesty,
     illegal  activities,  activities  harmful to the reputation of JUNI, and or
     activities that create civil or criminal liability for JUNI.

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

          8.      REPORTS TO JUNI

a.   Commencing  August 1, 2001, and at least once each month thereafter  during
     the Term of this Agreement,  Consultant shall prepare and present to JUNI a
     written report  describing  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,  or  their  designees  of JUNI  with  verbal  reports
     concerning its activities.

          9.      THIRD PARTIES

JUNI acknowledges that, in connection with its engagement hereunder,  Consultant
may introduce  JUNI to third parties who may transact  business with JUNI and/or
assist  Consultant  in  providing  consulting  services  to JUNI  hereunder.  No
additional compensation to third parties.

          10.     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 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  originals and all copies of any and all papers,  documents
and computer records created or held by the 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.

         11.      Client's Rights to Approve Transactions.

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

         12.      The Company Under No Duty or Obligation to Accept or Close on
 any Transactions.
<PAGE>
         It is mutually understood and agreed that the Company is not obligated
to accept or close any promotional proposal, acquisition, or merger transactions
submitted by Consultant.

         13.      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 the Company
within  thirty  (30)  days from the date that the  Consultant  submits  approved
expense report to the Company.

          14.     CONSULTANT'S 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 venturers between Consultant and JUNI and, except as otherwise
set forth  herein,  nothing  herein shall be deemed to authorize  Consultant  to
obligate or bind JUNI to any  commitment  without the prior  written  consent of
JUNI in each instance.

          15.     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.

         16.      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 the Consultant's  duties, he 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 warrants.

(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 of Juniper  Group,  Inc. and
     the Company 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 Juniper  Group,  Inc.'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 Juniper Group,
     Inc.'s capital structure and any material changes in Juniper Group,  Inc.'s
     affairs that may not have been disclosed in the Disclosure Documents.
<PAGE>
         17.      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.

          18.     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 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.

          19.     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,  fee,  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 duties hereunder.


          20.     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.

          21.     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 writing  executed by
the Parties.

          22.     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.

          23.     CONTERPARTS

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

         24.      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 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.

          25.     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.
<PAGE>
         26.      DISCLOSURE

     JUNI  recognizes  and confirms that  Consultant in acting  pursuant to this
engagement will be using information in reports and other  information  provided
by others, including,  without limitation,  information provided by or on behalf
of JUNI, and that  Consultant does not assume  responsibility  for and may rely,
without independent  verification,  on the accuracy and completeness of any such
reports and  information.  JUNI hereby  warrants that all of its public filings,
including but not limited to, reports filed under the Securities Exchange Act of
1934 as  amended,  and any other  information  relating  to JUNI  which has been
publicly  disseminated or delivered to Consultant will not contain any statement
if a material  fact or omit to state any  material  fact  necessary  to make the
statements contained therein, in the light of the circumstances under which they
were made, not  misleading.  JUNI agrees to provide  Consultant  with (i) prompt
notice of any material development  affecting JUNI; (ii) copies of any financial
reports as soon as  reasonably  practicable;  and (iii)  such other  information
concerning  the business and financial  condition of JUNI as Consultant may from
time to time reasonably request, provided that such information is maintained by
Consultant pursuant to the within confidentiality obligation.

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

JUNIPER GROUP, INC.


By: ___________________________
         Vlado P. Hreljanovic
         Chairman, President & CEO

AGREED AND ACCEPTED this _________ of ____________, 2001

CONSULTANT


     /s/ Avi Mirman
By: _________________________
         Avi Mirman
<PAGE>


                                   EXHIBIT "A"

                                INVESTMENT LETTER


                                                                       Date:

Mr. Vlado P. Hreljanovic
Chairman of the Board
Chief Executive Officer
Juniper Medical Systems, 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:


<PAGE>
Mr. Vlado P. Hreljanovic
JUNIPER MEDICAL SYSTEMS, INC.
Page Two

     "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".

     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
                      Juniper Internet Communications, Inc.
                                       And
                                   Chris Kern

     AGREEMENT, made as of June 14, 2001, by and between Chris Kern, 6 Birchwood
Court, 4K, Mineola, NY 11501("Consultant") and Juniper Internet  Communications,
Inc., 111 Great Neck Road, Suite 604, Great Neck, New York 11021 (the "Company")

                                 P R E M I S E S

     WHEREAS,  Consultant  represents  himself  qualified to perform the desired
services required by the Company.

     WHEREAS,  the  Company is a  subsidiary  of a company  listed on NASDAQ and
engaged in the business of providing a comprehensive  array of support  services
for Cable, DSL,  Telecommunications,  Satellite and Wireless networks, servicing
business and residential customers.

     WHEREAS,  the Company  desires to retain  Consultant to act as a finder for
potential  acquisition  candidates  and  to  render  evaluation  and  consulting
services,  including  internet  broadband  services relating to market analysis,
public relations,  competition  analysis,  strategic planning and development of
the internet and technology solutions; and

     WHEREAS,  the  Company  desires to retain  Consultant  to perform the above
services,  and to compensate  Consultant for these services either by cash or by
issuing the Consultant  shares of Juniper Group,  Inc.  common stock,  par value
 .001,  the  Parent  Company.  The  Company  shall  have  the  option  to pay the
Consultant in cash or stock.  In addition,  Consultant  shall be issued warrants
vesting on a monthly basis.

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

                                    AGREEMENT

     NOW,  THEREFORE,  in  consideration  of the above  stated  premises and the
premises herein contained 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 act a finder for potential acquisition candidates,
and 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 internet broadband  environment,  as well as
establishing  and/or  enhancing the Company's  technology  presence,  as well as
providing potential acquisition  candidates.  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.

         3. Work Assignment

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

         4.        TERM

     The term of this  agreement  shall  commence  on the date  hereof and shall
continue for five (5) months,  ending on October 31, 2001, which may be extended
on a  monthly  basis  only by  written  notification  from  the  Company  to the
Consultant.  Either party may  terminate  this  Agreement  upon thirty (30) days
written notice to the other party,  effective  after the initial five month term
hereof.

         5.       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 Seven  Thousand  (7,000)
     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 up to Seven  Thousand  (7,000)  Dollars  in value of  Juniper  Group,
     Inc.'s common stock, par value $.001 per share. The number of shares issued
     in each month shall be determined  by dividing  Seven  Thousand  Dollars by
     $1.00 and may be exercised at $1.00 per share, which exercise is in lieu of
     cash  compensation.  In addition,  Consultant shall receive 10,000 warrants
     per month at the discretion of Juniper  Group,  at a strike price of $2.00.
     These warrants shall be in full force for a period of four (4) years.

b.   Consultant  can  exercise  warrants and shares by  delivering  the exercise
     price, along with the executed  Investment Letter annexed hereto as Exhibit
     A to Juniper  Group,  Inc..  Juniper  Group,  Inc.  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 Group, Inc. on even
     date herewith,  which specified that Consultant is to receive the rights to
     purchase shares in the manner set forth herein.

d.   Juniper Group, Inc. 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 Juniper Group shares  exercised by Consultant  shall be registered  for
     resale by  Consultant  under the  Securities  Act of 1933 (the  "Act"),  as
     amended,  pursuant to a Form S-8 Registration  file by Juniper Group. It is
     intended that this Agreement is an "Employee  Benefit Plan",  as defined in
     Rule 405, promulgated under the Act.

f.   The parties hereto  acknowledge that the issuance of Juniper Group,  Inc.'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.

         6.       Person Entitled To Exercise.

     The shares issued in lieu of cash compensation and/or the warrants attached
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 the
shares, warrants, 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 the shares,  or warrants,  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.

          7.       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 the  Company  to  Consultant  shall be
returned to the Company. All compensation due for completed services through the
date of termination shall be paid to Consultant immediately upon termination.

         8.        REPORTS TO THE COMPANY

a.   Commencing  July 27, 2001, and at least once each month  thereafter  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.

         9.       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.

         10.      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,  and
(c) all  information  regarding  Juniper  Group,  Inc.,  which is not  generally
available to the public.

     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.

         11.      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.

         12.      Client's Rights to Approve Transactions.

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

          13. The Company  Under No Duty or Obligation to Accept or Close on any
          Transactions.

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

         14.      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
the Company  within thirty (30) days from the date that the  Consultant  submits
approved expense report to the Company.
<PAGE>
         15.      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 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.

         16.      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 New York.

                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 Group, Inc. 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 Juniper Group, Inc. as of the respective dates of such documents.

         17.      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 the Consultant's duties, he 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 warrants.

     (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 of Juniper  Group,  Inc. and the Company 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 Juniper Group, Inc.'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 Juniper Group,  Inc.'s capital  structure
and any material changes in Juniper Group, Inc.'s affairs that may not have been
disclosed in the Disclosure Documents.

         18.      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.
<PAGE>
         19.      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.

         20.      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.

         21.      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.

         22.      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.

         23.      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.

         24.      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.

         25.      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.
<PAGE>

         26.      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 Internet Communications, Inc.              /s/ Chris Kern
                                                   ------------------------

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

Juniper Group, Inc.

By the terms of this  Agreement,  the Parties intend that the Consultant will be
an acquisition and marketing consultant for the Company. Juniper Group, Inc. has
read and  agreed to  Paragraphs  5, 6,  16(c),  17(b) and (e) in this  agreement
concerning  the  issuance of Juniper  Group  shares as  compensation,  including
warrants attached and the rights to redemption thereof.

Juniper Group, Inc.

/s/ Vlado P. Hreljanovic                                President
----------------------------                      ----------------------
         Name                                            Title

<PAGE>



                                   EXHIBIT "A"

                                INVESTMENT LETTER


                                                                       Date:

Mr. Vlado P. Hreljanovic
Chairman of the Board
Chief Executive Officer
Juniper Medical Systems, 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:


<PAGE>
Mr. Vlado P. Hreljanovic
JUNIPER MEDICAL SYSTEMS, INC.
Page Two

     "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".

     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 4.7


                              Consulting Agreement
                             Juniper Pictures, Inc.
                                       And
                                 Vance Burroughs


     AGREEMENT,  made as of July 2, 2001,  by and between Vance  Burroughs,  100
Beekman Street, New York, NY 10038  ("Consultant")  and Juniper Pictures,  Inc.,
111 Great Neck Road, Suite 604, Great Neck, New York 11021 (the "Company")

                                 P R E M I S E S

     WHEREAS,  Consultant  represents  himself  qualified to perform the desired
services required by the Company.

     WHEREAS,  the  Company is a  subsidiary  of a company  listed on NASDAQ and
engaged in the business of acquisition,  exploitation and distribution of rights
to films to various  media  (i.e.  internet  and audio  streaming,  home  video,
pay-per-view,   pay  television,  cable  television,   network  and  independent
syndicated  television  stations) in the  domestic as well as the  international
market.

     WHEREAS,  the Company desires to retain  Consultant to enhance the existing
film library  through  exploring new  distribution  channels in the domestic and
foreign  markets.  Consultant  will explore the  financing  and packaging of new
projects to be  presented to leading  companies  in the movie  industry to which
Consultant has contacts. Consultant will look to organize a management team that
can expand Juniper  Entertainment to included music as well as film.  Consultant
will also  explore the economic  viability of creating a digital  portal for the
exploitation  of the  content  through  a  broadband  distribution  channel.  In
addition,   Consultant  shall  render  services  relating  to  market  analysis,
competition  analysis,  strategic  planning and  development of video  streaming
capabilities; and

     WHEREAS,  the  Company  desires to retain  Consultant  to perform the above
services,  and to compensate  Consultant for these services either by cash or by
issuing the Consultant  shares of Juniper Group,  Inc.  common stock,  par value
 .001,  the  Parent  Company.  The  Company  shall  have  the  option  to pay the
Consultant in cash or stock.

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

                                    AGREEMENT

     NOW,  THEREFORE,  in  consideration  of the above  stated  premises and the
premises herein contained 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 act a finder for potential acquisition candidates,
and to render the consulting services set forth herein 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 the preparation
of  business  and  marketing  plans in the  distribution  of the  existing  film
library,  as well as  establishing  and/or  enhancing the  Company's  technology
presence, as well as providing potential acquisition candidates.  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 entertainment
media.  Consultant  will  develop a strategic  plan to  disseminate  information
regarding the Company.

         3.       Work Assignment

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

         4.        TERM

     The term of this  agreement  shall  commence  on the date  hereof and shall
continue for five (5) months, ending on November 30, 2001, which may be extended
on a  monthly  basis  only by  written  notification  from  the  Company  to the
Consultant.  Either party may  terminate  this  Agreement  upon thirty (30) days
written notice to the other party,  effective  after the initial five month term
hereof.

         5.       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
                   Five Thousand (5,000) 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 up to Five Thousand
                   (5,000) Dollars in value of Juniper Group, Inc.'s common
                   stock, par value $.001 per share. The number of shares issued
                   in each month shall be determined by dividing Five Thousand
                   Dollars by $1.00 and may be exercised at $1.00 per share,
                   which exercise is in lieu of cash compensation.

b.   Consultant can exercise shares by delivering the exercise price, along with
     the  executed  Investment  Letter  annexed  hereto as  Exhibit A to Juniper
     Group,  Inc..  Juniper  Group,  Inc.  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 Group, Inc. on even
     date herewith,  which specified that Consultant is to receive the rights to
     purchase shares in the manner set forth herein.

d.   Juniper Group, Inc. 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 Juniper Group shares  exercised by Consultant  shall be registered  for
     resale by  Consultant  under the  Securities  Act of 1933 (the  "Act"),  as
     amended,  pursuant to a Form S-8 Registration filed by Juniper Group. It is
     intended that this Agreement is an "Employee  Benefit Plan",  as defined in
     rule 405, promulgated under the Act.

f.   The parties hereto  acknowledge that the issuance of Juniper Group,  Inc.'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.

         6.       Person Entitled To Exercise.

     The shares  issued in lieu of cash  compensation  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 the shares, 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 the shares, 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.

          7.       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 the  Company  to  Consultant  shall be
returned to the Company. All compensation due for completed services through the
date of termination shall be paid to Consultant immediately upon termination. In
addition,  Consultant's services can be immediately terminated for the following
events:
<PAGE>
a)   Upon  Consultant's  date of death or the date  Consultant  is given written
     notice that he has been determined disabled by the Company.

b)   On the date the Company  provides  Consultant  with written notice that his
     services  are  being  terminated  for  "cause".  For  the  purpose  of this
     agreement Cause shall be defined as; i) Consultant's conviction of, or plea
     to nolo  contendere,  to any felony or to a crime involving moral turpitude
     of fraud:  ii)  Consultant'  commission  of an act of  misconduct  or gross
     negligence  in  the  conduct  of his  duties  hereunder;  iii)  Consultant'
     commission of an act of dishonesty or fraud  involving  personal  profit or
     breach of fiduciary duty in connection  with  Consultant'  engagement;  iv)
     Consultant'  failure to perform  his job  duties in a  satisfactory  manner
     following  written  notice  from  the  Company;  v)  the  breach  of any of
     Consultant;  material obligations under this agreement;  or vi) any form of
     addiction that prevents  Consultant from performing the essential functions
     of his duties.

c)   On the date the Company sells  substantially all of the Company's assets to
     a single  purchaser  or group  of  associated  partners,  merges  with,  or
     consolidates wit another company; or

d)       On the date the Company liquidates its assts.

         8.        REPORTS TO THE COMPANY

a.   Commencing  August 1, 2001, and at least once each month thereafter  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.

         9.       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.

         10.      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,  and
(c) all  information  regarding  Juniper  Group,  Inc.,  which is not  generally
available to the public.

     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.

         11.      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.
<PAGE>
         12.      Client's Rights to Approve Transactions.

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

          13. The Company  Under No Duty or Obligation to Accept or Close on any
Transactions.

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

         14.      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.
Consultant expressly acknowledges and agrees that prior written approval must be
obtained  from the Company by Consultant  for expenses  greater than two hundred
($200)  dollars.  However,  such costs  shall be  reimbursed  to  Consultant  if
approved  in writing by the Company  within  thirty (30) days from the date that
the Consultant submits approved expense report to the Company.

         15.      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 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.

         16.      NON-EXCLUSIVE SERVICES

     The Company acknowledges that Consultant is currently providing services of
dissimilar  nature to other  parties and the Company  agrees that  Consultant is
prevented  or barred  from  rendering  services  of the same nature or a similar
nature to any other  individual  or entity  competing  with the  Business of the
Company.  Consultant will advise the Company of its position with respect to any
activity,  employment,  business arrangement, or potential conflict of interest,
which may be relevant to this Agreement and competitive with the business of the
Company.  The Company  shall  solely  determine  that  Consultant  is devoting a
reasonable  amount  of  time to the  Company  to meet  The  Company's  Marketing
services.

         17.      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 New York.

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  Group,  Inc.  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 Juniper Group,  Inc.
     as of the respective dates of such documents.

         18.      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 the Consultant's  duties, he 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 warrants.
<PAGE>
(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 of Juniper  Group,  Inc. and
     the Company 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 Juniper  Group,  Inc.'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 Juniper Group,
     Inc.'s capital structure and any material changes in Juniper Group,  Inc.'s
     affairs that may not have been disclosed in the Disclosure Documents.

(f)  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 Consultant or any
     individual or entity which the  Consultant  controls,  is controlling or is
     under common control with,  which adversely or might  adversely  effect the
     (i) Consultant's  ability to provide the services set forth herein; or (ii)
     Consultant'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  judgment,  order,  injunction,  decree or ruling of any
     court or government authority, whether federal, state, local or foreign.

         19.      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.

         20.      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.

         21.      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.

         22.      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.
<PAGE>
         23.      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.

         24.      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.

         25.      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.

         26.      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.

         27.      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 Pictures, Inc.
                                               /s/ Vance Burroughs
                                               ------------------------
    /s/ Vlado P. Hreljanovic
By: ________________________
         Vlado P. Hreljanovic


Juniper Group, Inc.

By the terms of this  Agreement,  the Parties intend that the Consultant will be
an acquisition and marketing consultant for the Company. Juniper Group, Inc. has
read and  agreed to  Paragraphs  5, 6,  17(c),  18(b) and (e) in this  agreement
concerning  the  issuance of Juniper  Group  shares as  compensation,  including
warrants attached and the rights to redemption thereof.

Juniper Group, Inc.

/s/ Vlado P. Hreljanovic
-----------------------------
         Name

President
-----------------------------
         Title



<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".

     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.
<PAGE>
Mr. Vlado P. Hreljanovic
JUNIPER GROUP, INC.
Page Two


     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


July 31,2001

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

Re:  Registration  Statement  on Form S-8  Relating to 650,000  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 650,000 shares (the "Shares") of the Company's common stock, par
value $. 001 per share (the "Common Stock"), issuable upon the exercise of
options and warrants 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 I have made such investigations of law, as I
have deemed necessary or appropriate in order to render the opinions hereinafter
set forth.

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


     Based  upon and  subject to the  foregoing,  I am of the  opinion  that the
Shares to be issued upon exercise of any options and warrants 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,



                                Gerald A. Kaufman




<PAGE>


                                                                    Exhibit 23.2

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







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


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


     This consent is in connection  with the  Registration  Statement  under the
Securities Act of 1933, as amended, of 650,000 shares of Common Stock. par value
$.001 per share, of Juniper Group, Inc.





                                                       GOLDSTEIN & GANZ, P.C.







Great Neck, New York
July 30, 2001
[{"type": "S-8", "sequence": "1", "filename": "s8ttbyrne2.txt", "description": "JULY 31, 2001", "secsgml_size_bytes": 133222}]
{"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": "333-66432", "film-number": "1694959"}, "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 July 31, 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 Identification No.)
incorporation or organization)

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

                   Agreements for Consulting Services for 2001
 ------------------------------------------------------------------------------
                            (Full title of the plans)

                              Vlado P. Hreljanovic
                         111 Great Neck Road, Suite 604
                           Great Neck, New York 11021
                                 (516) 829-4670
 ------------------------------------------------------------------------------
            (Name, address, including zip 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, NY 11746
                                 (631) 271-2055

     Approximate  date of  commencement  of proposed  sale to the  public:  Upon
filing of this registration statement
CALCULATION OF REGISTRATION FEE
Title of Securities to be                      Proposed       Proposed Maximum
Registered                                      Maximum          Aggregate
                                             Offering Price     Offering Price         Amount of
                              Amount to be    Per Share(9)                          Registration Fee
                              Registered
----------------------------- -------------- ---------------- ----------------- ---------------------
Common Stock
$.001 par value                45,000(1)            $1.00             $45,000             $ 13.64

Common Stock
$.001 par value                45,000(2)            $1.00             $45,000             $ 13.64

Common Stock
$.001 par value                35,000(3)            $1.00             $35,000             $ 10.61

Common Stock                   25,000(4)            $1.00             $25,000             $  7.58
$.001 par value

 Stock Warrants               100,000                   - (5)             -

 Stock Warrants               100,000                   - (5)             -

 Stock Warrants                50,000                   - (5)             -

 Common Stock
 $.001 par value              100,000(6)            $2.00           $200,000            $ 60.61

 Common Stock
 $.001 par value              100,000(7)            $2.00           $200,000            $ 60.61

 Common Stock
 $.001 par value               50,000(8)            $2.00           $100,000            $ 30.30

                                                                    --------            -------
                             Total                                  $650,000            $196.99
                                                                    ========            =======
1) Shares issuable to Terence T. Byrne in consideration of services rendered and
to be rendered pursuant to a Consulting Agreement dated June 13, 2001.

2) Shares issuable to Avi Mirman in consideration of services rendered and to be
rendered pursuant to a Consulting Agreement dated June 7, 2001.

3) Shares issuable to Chris Kern in consideration of services rendered and to be
rendered pursuant to a Consulting Agreement dated June 14, 2001.

4) Shares issuable to Vance Burroughs in consideration of services rendered and
to be rendered pursuant to a Consulting Agreement dated July 2, 2001.

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

6)   Shares issuable upon exercise of warrants granted to Terence T. Byrne
     pursuant to a Consulting Agreement dated June 13, 2001.

7)   Shares issuable upon exercise of warrants granted to Avi Mirman pursuant to
     a Consulting Agreement dated June 7, 2001.

8)   Shares issuable upon exercise of warrants granted to Chris Kern pursuant to
     a Consulting Agreement dated June 14, 2001.

9) Calculated solely for the purpose of determining the registration fee
pursuant to Rule 457(h)(1) 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  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, 2000.

2.   The Company's  Quarterly Report on Form 10-QSB for the fiscal quarter ended
     March 31, 2001.

3.   The description of the Common Stock, par value $.001 per share (the "Common
     Stock"), contained in the Company's registration statement on Form S-18
     (File 33-35101-NY) pursuant to Section 12(g) of the Exchange Act, including
     any amendment or report filed for the purpose of updating such description.

     All documents  subsequently filed by the Company pursuant to Section 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 the
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.

     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 Nevada General Corporation Law.

Item 7. Exemption From Registration Claimed

                  Not applicable

Item 8. Exhibits

4.4  Consulting Agreement between the Registrant and Terence T. Byrne dated June
     13, 2001.

4.5  Consulting Agreement between the Registrant and Avi Mirman dated June 7,
     2001.

4.6 Consulting Agreement between Chris Kern dated June 14, 2001.

4.7  Consulting Agreement between the Registrant and Vance Burroughs dated July
     2, 2001.

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 Power of Attorney  (included  on the  signature  page of this  Registration
     Statement).
POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below constitutes and appoints Vlado P. Hreljanovic, with power of substitution,
as his  attorney-in-fact  for him, in all capacities,  to sign any 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 and confirming all that said  attorney-in-fact  or
his substitutes may 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 and on the date indicated.

Signature                           Title                           Date

/s/Vlado P. Hreljanovic
_______________________    President, Chief Executive         July 31, 2001
Vlado P. Hreljanovic       Officer, Director, Acting
                           Chief Financial Officer

/s/ Harold A. Horowitz
______________________     Director                           July 31, 2001
Harold A. Horowitz

/s/ Barry S. Huston
___________________        Director                           July 31, 2001
Barry S. Huston
Exhibit 4.4

                              Consulting Agreement
                                     Between
                          Juniper Medical Systems, Inc.
                                       And
                                Terence C. Byrne

     This Consulting  Agreement made and entered into this 13th Day of June 2001
by and between Juniper Medical Systems Inc., having an office at 111 Great Neck
Road, Suite 604, Great Neck, NY 11021 (hereinafter "JMSI") and Terence C. Byrne
(hereinafter "Consultant") independent contractors, having an address at 466
Cote St. Antoine, West Mount, Quebec H3Y 2J9.

                                 P R E M I S E S

WHEREAS, JMSI, 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  himself as  qualified  to perform  the  desired
services required by JMSI.

WHEREAS,  JMSI desires to retain  Consultant to act as a finder for  acquisition
candidates for JMSI and its subsidiaries,  and JMSI shall compensate  Consultant
for the services either by cash or by issuing  Consultant  shares of the Juniper
Group,  Inc. common stock,  par value .001, the Parent Company.  JMSI shall have
the option to pay the Consultant in cash or stock. In addition, Consultant shall
be issued warrants vesting on a monthly basis.

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:

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

2.       Terms:

     JMSI  hereby  retains  Consultant  for a period of five (5)  months  ending
October 31, 2001, and renewable after October 31, 2001, on a monthly basis, only
by a written  notification from JMSI to Consultant,  to provide the services set
forth herein.

A. Scope of Consultant's Work:

1.   On a  non-exclusive  basis,  Consultant  shall  introduce  JMSI to possible
     acquisition  candidates,  evaluate JMSI's possible acquisition  candidates,
     review  the  business  and  operation  of the  candidates,  assist  JMSI 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 JMSI 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:  a.  As  compensation  for the  services  to be  rendered  by
     Consultant  hereunder,  Consultant shall be paid, and Consultant  agrees to
     accept, the following:

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

                                      -or-

(    ii) JMSI shall have the option to pay Consultant's  services for that month
     up to Nine  Thousand  (9,000)  Dollars  in value of Juniper  Group,  Inc.'s
     common  stock,  par value $.001 per share.  The number of shares  issued in
     each month 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.  In addition,  Consultant  shall receive 20,000  warrants per
     month at strike price of $2.00. These warrants shall be in full force for a
     period of four (4) years.

b.   Consultant  can  exercise  warrants and shares by  delivering  the exercise
     price, along with the executed  Investment Letter annexed hereto as Exhibit
     A to Juniper  Group,  Inc..  Juniper  Group,  Inc.  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 Group, Inc. on even
     date herewith,  which specified that Consultant is to receive the rights to
     purchase shares and receive warrants in the manner set forth herein.

d.   Juniper Group, Inc. 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 Juniper Group shares  exercised by Consultant  shall be registered  for
     resale by  Consultant  under the  Securities  Act of 1933 (the  "Act"),  as
     amended,  pursuant to a Form S-8 Registration  file by Juniper Group. It is
     intended that this Agreement is an "Employee  Benefit Plan",  as defined in
     Rule 405, promulgated under the Act.

f.   The parties hereto  acknowledge that the issuance of Juniper Group,  Inc.'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.

3.       Person Entitled To Exercise.

     The shares issued in lieu of cash compensation and/or the warrants attached
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 the
shares, warrants, 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 the shares,  or warrants,  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.

4.       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 JMSI to Consultant  shall be returned to
JMSI.  All  compensation  due  for  completed   services  through  the  date  of
termination shall be paid to Consultant immediately upon termination.

5.       Reports To JMSI

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

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

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

6.       Confidential Information

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

     Consultant   acknowledges   that  any  and  all  knowledge  or  information
concerning  JMSI  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 JMSI 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 JMSI, which is not generally available to the public; and
(b) all  information  regarding  JMSI,  which was received by Consultant  from a
source  with  confidentiality  obligations  to  JMSI,  and (c)  all  information
regarding  Juniper Group,  Inc.,  JMSI's parent company,  which is not generally
available to the public.

     Consultant  shall,  upon the  termination of his engagement by JMSI for any
reason   whatsoever,   immediately   surrender   and  turn   over  to  JMSI  all
"confidential"  material including,  but not limited to, books, forms,  records,
JMSI lists and all other  papers  and  writings  relating  to JMSI and all other
property belonging to JMSI, it being understood and agreed that the same are the
sole property of JMSI. 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 JMSI may be entitled,
JMSI  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.

7.       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.

8.       Client's Rights to Approve Transactions.

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

9.   JMSI Under No Duty or Obligation to Accept or Close on any Transactions.

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

10.      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
JMSI within thirty (30) days from the date that the Consultant  submits approved
expense report to JMSI.

11.      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 JMSI

12.      Representations Of JMSI

         JMSI hereby represents and warrants as follows:

a.   Organization  and Standing.  JMSI is a corporation  validly existing and in
     good standing under the laws of New York.

b.   Corporate Power and Authority.  JMSI 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 JMSI in accordance with its terms.

c.   Financial Statements.  Juniper Group, Inc., the parent company, 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
     Juniper Group, Inc. as of the respective dates of such documents.
13.      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 the Consultant's  duties, he 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 JMSI,  or its
     affiliates,  or to transmit such information to any other party with a view
     to buy, sell, or otherwise deal in JMSI'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 warrants.

(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 of Juniper  Group,  Inc. and
     JMSI 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 Juniper  Group,  Inc.'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 Juniper Group,
     Inc.'s capital structure and any material changes in Juniper Group,  Inc.'s
     affairs that may not have been disclosed in the Disclosure Documents.

14.      Defaults

     In the event that JMSI 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 JMSI.

15.      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.

16.      Indemnification

     JMSI 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   JMSI   hereunder.
Notwithstanding  the  foregoing,  JMSI 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 JMSI 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 JMSI relating to the performance of Consultant's hereunder.
17.      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.

18.      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.

19.      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.

20.      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.

21.      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.

22.      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 Medical Systems, Inc. (JMSI)

/s/ Terence C. Byrne                           /s/ Vlado P. Hreljanovic
_____________________                      By: _____________________
Terence C. Byrne                               Vlado P. Hreljanovic
                                                President & CEO

By the terms of this  Agreement,  the Parties intend that the Consultant will be
an acquisition  consultant for JMSI.  Juniper Group, Inc. has read and agreed to
Paragraphs 2, 4, 13(c) and 14(e) in this  agreement  concerning  the issuance of
Juniper Group shares as compensation, including warrants attached and the rights
to redemption thereof.

Juniper Group, Inc.

/s/ Vlado P. Hreljanovic
-----------------------------
         Name

President
-----------------------------
         Title
EXHIBIT "A"

                                INVESTMENT LETTER

                                                                       Date:

Mr. Vlado P. Hreljanovic
Chairman of the Board
Chief Executive Officer
Juniper Medical Systems, 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:
Mr. Vlado P. Hreljanovic
JUNIPER MEDICAL SYSTEMS, INC.
Page Two

     "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".

     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
                      Juniper Internet Communications, Inc.
                                       And
                                   Avi Mirman

     AGREEMENT,  made  as of  June  14,  2001,  by and  between  Avi  Mirman,  5
Stonehenge, East Northport, NY 11131 ("Consultant") and Juniper Group, 111 Great
Neck Road, Suite 604, Great Neck, New York 11021 ("JUNI")

                                 P R E M I S E S

     WHEREAS,  Consultant  represents  himself  qualified to perform the desired
Services required by JUNI.

     WHEREAS,  JUNI  desires  to engage  Consultant  to provide  the  consulting
Services described below during the term of this Agreement,  until the Agreement
is terminated as provided herein.; and

     WHEREAS,  JUNI desires to retain  Consultant to perform the above services,
and to compensate Consultant for these services either by cash or by issuing the
Consultant  shares of JUNI's common stock,  par value .001.  JUNI shall have the
option to pay the Consultant in cash or stock. In addition,  Consultant shall be
issued warrants vesting on a monthly basis.

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

                                    AGREEMENT

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

        1.       SCOPE OF SERVICES TO BE PROVIDED BY THE CONSULTANT

         Consultant agrees to provide, and JUNI agrees to pay for the following
consulting services (collectively referred to as the "Services"):

a)   general business consulting

b)   consulting and  assistance  with the paperwork and procedures for acquiring
     asset for JUNI; provided however, that the Services are expressly agreed to
     exclude all legal advice,  accounting  services or other services requiring
     licenses  for  certification  c)  Introduce  to JUNI  possible  merger  and
     acquisition  candidates d) Evaluate  JUNI'S possible merger and acquisition
     candidates e) Review the business and operation of the candidates and their
     historical  and projected  financial  condition f) Assist JUNI in obtaining
     information for its Due Diligence review g) Coordinate the dissemination of
     information to and from the candidate

     Notwithstanding  the  foregoing,  nothing herein  described  shall obligate
Consultant  to  effect  any   acquisitions   for  JUNI.  It  is  understood  and
acknowledged  by the  parties  that the  value  of  Consultant's  advice  is not
measurable in a quantitative manner, and Consultant shall be obligated to render
advice and  services,  upon the  request  of JUNI,  in good  faith,  as shall be
determined  by the  Company,  but shall not be  obligated  to spend any specific
amount if time in doing so. All services  are to be provided on a "best  effort"
basis.

         2.       CONSULTANT'S DUTIES

     Consultant shall, at the request of JUNI,  provide business  management and
marketing consultation services on a non-exclusive basis.  Consultant shall also
act as a finder for  acquisition  candidates in the  entertainment  field.  Such
services shall include advice  concerning the  implementation  and monitoring of
business and  marketing  plans.  The  Consultant  may also render the  following
services at the request of JUNI:

     Market  Analysis  and Public  Relations --  Consultant  will assist JUNI in
researching market conditions and JUNI's competitors in the entertainment market
to utilize JUNI's entertainment  segment business and develop acquisition and/or
joint  venture  transactions.  Consultant  will  develop  a  strategic  plan  to
disseminate  information  regarding JUNI and JUNI's market  through  traditional
media and the Internet.

         3.       Work Assignment

     Specific  verbal and written tasks are to be coordinated  through Mr. Vlado
P.  Hreljanovic,  CEO 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.
4.       TERM

     The term of this  agreement  shall  commence  on the date  hereof and shall
continue for five (5) months,  ending on October 31, 2001, which may be extended
on a monthly  basis only by written  notification  from JUNI to the  Consultant.
Either party may terminate  this  Agreement upon thirty (30) days written notice
to the other party.

         5.       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) 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
     up to Nine  Thousand  (9,000)  Dollars  in value of Juniper  Group,  Inc.'s
     common  stock,  par value $.001 per share.  The number of shares  issued in
     each month 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.  In addition,  Consultant  shall receive 20,000  warrants per
     month at the discretion of Juniper Group, at a strike price of $2.00. These
     warrants shall be in full force for a period of four (4) years.

b.   Consultant  can  exercise  warrants and shares by  delivering  the exercise
     price, along with the executed  Investment Letter annexed hereto as Exhibit
     A to JUNI. 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 JUNI 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 Juniper Group shares  exercised by Consultant  shall be registered  for
     resale by  Consultant  un der the  Securities  Act of 1933 (the "Act"),  as
     amended,  pursuant to a Form S-8 Registration filed by Juniper Group. It is
     intended that this Agreement is an "Employee  Benefit Plan",  as defined in
     Rule 405, promulgated under the Act.

f.   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.

         6.       Person Entitled To Exercise.

     The shares issued in lieu of cash compensation and/or the warrants attached
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 the
shares, warrants, 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 the shares,  or warrants,  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.

        7.       Termination of Agreement by JUNI.

     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.
Despite  anything to the  contrary  contained in this  Agreement,  JUNI may
terminate this Agreement at will or if any of the following events occur. In the
event of such  termination,  Consultant  may  exercise  his right to convert any
outstanding  debt  including  approved  expenses,  which  have been  issued  for
services already rendered,  but Consultant is not entitled to any portion of the
shares for which services had not been performed prior to such termination.

A.   Failure to Follow  Instructions.  JUNI can terminate  this Agreement in the
     event  Consultant  fails to follow  Company's  instructions.  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  repeats the same  unacceptable  action or  inaction,  he may be
     terminated  hereunder by Company's  service of "Notice of  Termination"  to
     Consultant.

B.   Breach of Consultant's  Duties. JUNI can terminate this Agreement if in the
     sole  judgment  of  the  Chief  Executive  Officer,  Consultant's  actions,
     performance or conduct would make it unreasonable to require JUNI to retain
     Consultant.  In addition,  such acts could include, but are not limited to,
     unsatisfactory  work  product,  untimeliness  in  performance,  dishonesty,
     illegal  activities,  activities  harmful to the reputation of JUNI, and or
     activities that create civil or criminal liability for JUNI.

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

          8.      REPORTS TO JUNI

a.   Commencing  August 1, 2001, and at least once each month thereafter  during
     the Term of this Agreement,  Consultant shall prepare and present to JUNI a
     written report  describing  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,  or  their  designees  of JUNI  with  verbal  reports
     concerning its activities.

          9.      THIRD PARTIES

JUNI acknowledges that, in connection with its engagement hereunder,  Consultant
may introduce  JUNI to third parties who may transact  business with JUNI and/or
assist  Consultant  in  providing  consulting  services  to JUNI  hereunder.  No
additional compensation to third parties.

          10.     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 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  originals and all copies of any and all papers,  documents
and computer records created or held by the 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.

         11.      Client's Rights to Approve Transactions.

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

         12.      The Company Under No Duty or Obligation to Accept or Close on
 any Transactions.
It is mutually understood and agreed that the Company is not obligated
to accept or close any promotional proposal, acquisition, or merger transactions
submitted by Consultant.

         13.      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 the Company
within  thirty  (30)  days from the date that the  Consultant  submits  approved
expense report to the Company.

          14.     CONSULTANT'S 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 venturers between Consultant and JUNI and, except as otherwise
set forth  herein,  nothing  herein shall be deemed to authorize  Consultant  to
obligate or bind JUNI to any  commitment  without the prior  written  consent of
JUNI in each instance.

          15.     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.

         16.      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 the Consultant's  duties, he 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 warrants.

(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 of Juniper  Group,  Inc. and
     the Company 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 Juniper  Group,  Inc.'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 Juniper Group,
     Inc.'s capital structure and any material changes in Juniper Group,  Inc.'s
     affairs that may not have been disclosed in the Disclosure Documents.
17.      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.

          18.     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 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.

          19.     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,  fee,  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 duties hereunder.

          20.     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.

          21.     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 writing  executed by
the Parties.

          22.     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.

          23.     CONTERPARTS

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

         24.      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 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.

          25.     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.
26.      DISCLOSURE

     JUNI  recognizes  and confirms that  Consultant in acting  pursuant to this
engagement will be using information in reports and other  information  provided
by others, including,  without limitation,  information provided by or on behalf
of JUNI, and that  Consultant does not assume  responsibility  for and may rely,
without independent  verification,  on the accuracy and completeness of any such
reports and  information.  JUNI hereby  warrants that all of its public filings,
including but not limited to, reports filed under the Securities Exchange Act of
1934 as  amended,  and any other  information  relating  to JUNI  which has been
publicly  disseminated or delivered to Consultant will not contain any statement
if a material  fact or omit to state any  material  fact  necessary  to make the
statements contained therein, in the light of the circumstances under which they
were made, not  misleading.  JUNI agrees to provide  Consultant  with (i) prompt
notice of any material development  affecting JUNI; (ii) copies of any financial
reports as soon as  reasonably  practicable;  and (iii)  such other  information
concerning  the business and financial  condition of JUNI as Consultant may from
time to time reasonably request, provided that such information is maintained by
Consultant pursuant to the within confidentiality obligation.

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

JUNIPER GROUP, INC.

By: ___________________________
         Vlado P. Hreljanovic
         Chairman, President & CEO

AGREED AND ACCEPTED this _________ of ____________, 2001

CONSULTANT

     /s/ Avi Mirman
By: _________________________
         Avi Mirman
EXHIBIT "A"

                                INVESTMENT LETTER

                                                                       Date:

Mr. Vlado P. Hreljanovic
Chairman of the Board
Chief Executive Officer
Juniper Medical Systems, 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:
Mr. Vlado P. Hreljanovic
JUNIPER MEDICAL SYSTEMS, INC.
Page Two

     "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".

     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
                      Juniper Internet Communications, Inc.
                                       And
                                   Chris Kern

     AGREEMENT, made as of June 14, 2001, by and between Chris Kern, 6 Birchwood
Court, 4K, Mineola, NY 11501("Consultant") and Juniper Internet  Communications,
Inc., 111 Great Neck Road, Suite 604, Great Neck, New York 11021 (the "Company")

                                 P R E M I S E S

     WHEREAS,  Consultant  represents  himself  qualified to perform the desired
services required by the Company.

     WHEREAS,  the  Company is a  subsidiary  of a company  listed on NASDAQ and
engaged in the business of providing a comprehensive  array of support  services
for Cable, DSL,  Telecommunications,  Satellite and Wireless networks, servicing
business and residential customers.

     WHEREAS,  the Company  desires to retain  Consultant to act as a finder for
potential  acquisition  candidates  and  to  render  evaluation  and  consulting
services,  including  internet  broadband  services relating to market analysis,
public relations,  competition  analysis,  strategic planning and development of
the internet and technology solutions; and

     WHEREAS,  the  Company  desires to retain  Consultant  to perform the above
services,  and to compensate  Consultant for these services either by cash or by
issuing the Consultant  shares of Juniper Group,  Inc.  common stock,  par value
 .001,  the  Parent  Company.  The  Company  shall  have  the  option  to pay the
Consultant in cash or stock.  In addition,  Consultant  shall be issued warrants
vesting on a monthly basis.

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

                                    AGREEMENT

     NOW,  THEREFORE,  in  consideration  of the above  stated  premises and the
premises herein contained 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 act a finder for potential acquisition candidates,
and 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 internet broadband  environment,  as well as
establishing  and/or  enhancing the Company's  technology  presence,  as well as
providing potential acquisition  candidates.  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.

         3. Work Assignment

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

         4.        TERM

     The term of this  agreement  shall  commence  on the date  hereof and shall
continue for five (5) months,  ending on October 31, 2001, which may be extended
on a  monthly  basis  only by  written  notification  from  the  Company  to the
Consultant.  Either party may  terminate  this  Agreement  upon thirty (30) days
written notice to the other party,  effective  after the initial five month term
hereof.

         5.       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 Seven  Thousand  (7,000)
     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 up to Seven  Thousand  (7,000)  Dollars  in value of  Juniper  Group,
     Inc.'s common stock, par value $.001 per share. The number of shares issued
     in each month shall be determined  by dividing  Seven  Thousand  Dollars by
     $1.00 and may be exercised at $1.00 per share, which exercise is in lieu of
     cash  compensation.  In addition,  Consultant shall receive 10,000 warrants
     per month at the discretion of Juniper  Group,  at a strike price of $2.00.
     These warrants shall be in full force for a period of four (4) years.

b.   Consultant  can  exercise  warrants and shares by  delivering  the exercise
     price, along with the executed  Investment Letter annexed hereto as Exhibit
     A to Juniper  Group,  Inc..  Juniper  Group,  Inc.  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 Group, Inc. on even
     date herewith,  which specified that Consultant is to receive the rights to
     purchase shares in the manner set forth herein.

d.   Juniper Group, Inc. 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 Juniper Group shares  exercised by Consultant  shall be registered  for
     resale by  Consultant  under the  Securities  Act of 1933 (the  "Act"),  as
     amended,  pursuant to a Form S-8 Registration  file by Juniper Group. It is
     intended that this Agreement is an "Employee  Benefit Plan",  as defined in
     Rule 405, promulgated under the Act.

f.   The parties hereto  acknowledge that the issuance of Juniper Group,  Inc.'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.

         6.       Person Entitled To Exercise.

     The shares issued in lieu of cash compensation and/or the warrants attached
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 the
shares, warrants, 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 the shares,  or warrants,  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.

          7.       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 the  Company  to  Consultant  shall be
returned to the Company. All compensation due for completed services through the
date of termination shall be paid to Consultant immediately upon termination.

         8.        REPORTS TO THE COMPANY

a.   Commencing  July 27, 2001, and at least once each month  thereafter  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.

         9.       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.

         10.      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,  and
(c) all  information  regarding  Juniper  Group,  Inc.,  which is not  generally
available to the public.

     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.

         11.      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.

         12.      Client's Rights to Approve Transactions.

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

          13. The Company  Under No Duty or Obligation to Accept or Close on any
          Transactions.

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

         14.      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
the Company  within thirty (30) days from the date that the  Consultant  submits
approved expense report to the Company.
15.      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 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.

         16.      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 New York.

                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 Group, Inc. 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 Juniper Group, Inc. as of the respective dates of such documents.

         17.      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 the Consultant's duties, he 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 warrants.

     (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 of Juniper  Group,  Inc. and the Company 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 Juniper Group, Inc.'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 Juniper Group,  Inc.'s capital  structure
and any material changes in Juniper Group, Inc.'s affairs that may not have been
disclosed in the Disclosure Documents.

         18.      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.
19.      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.

         20.      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.

         21.      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.

         22.      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.

         23.      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.

         24.      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.

         25.      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.
26.      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 Internet Communications, Inc.              /s/ Chris Kern
                                                   ------------------------

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

Juniper Group, Inc.

By the terms of this  Agreement,  the Parties intend that the Consultant will be
an acquisition and marketing consultant for the Company. Juniper Group, Inc. has
read and  agreed to  Paragraphs  5, 6,  16(c),  17(b) and (e) in this  agreement
concerning  the  issuance of Juniper  Group  shares as  compensation,  including
warrants attached and the rights to redemption thereof.

Juniper Group, Inc.

/s/ Vlado P. Hreljanovic                                President
----------------------------                      ----------------------
         Name                                            Title
EXHIBIT "A"

                                INVESTMENT LETTER

                                                                       Date:

Mr. Vlado P. Hreljanovic
Chairman of the Board
Chief Executive Officer
Juniper Medical Systems, 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:
Mr. Vlado P. Hreljanovic
JUNIPER MEDICAL SYSTEMS, INC.
Page Two

     "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".

     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 4.7

                              Consulting Agreement
                             Juniper Pictures, Inc.
                                       And
                                 Vance Burroughs

     AGREEMENT,  made as of July 2, 2001,  by and between Vance  Burroughs,  100
Beekman Street, New York, NY 10038  ("Consultant")  and Juniper Pictures,  Inc.,
111 Great Neck Road, Suite 604, Great Neck, New York 11021 (the "Company")

                                 P R E M I S E S

     WHEREAS,  Consultant  represents  himself  qualified to perform the desired
services required by the Company.

     WHEREAS,  the  Company is a  subsidiary  of a company  listed on NASDAQ and
engaged in the business of acquisition,  exploitation and distribution of rights
to films to various  media  (i.e.  internet  and audio  streaming,  home  video,
pay-per-view,   pay  television,  cable  television,   network  and  independent
syndicated  television  stations) in the  domestic as well as the  international
market.

     WHEREAS,  the Company desires to retain  Consultant to enhance the existing
film library  through  exploring new  distribution  channels in the domestic and
foreign  markets.  Consultant  will explore the  financing  and packaging of new
projects to be  presented to leading  companies  in the movie  industry to which
Consultant has contacts. Consultant will look to organize a management team that
can expand Juniper  Entertainment to included music as well as film.  Consultant
will also  explore the economic  viability of creating a digital  portal for the
exploitation  of the  content  through  a  broadband  distribution  channel.  In
addition,   Consultant  shall  render  services  relating  to  market  analysis,
competition  analysis,  strategic  planning and  development of video  streaming
capabilities; and

     WHEREAS,  the  Company  desires to retain  Consultant  to perform the above
services,  and to compensate  Consultant for these services either by cash or by
issuing the Consultant  shares of Juniper Group,  Inc.  common stock,  par value
 .001,  the  Parent  Company.  The  Company  shall  have  the  option  to pay the
Consultant in cash or stock.

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

                                    AGREEMENT

     NOW,  THEREFORE,  in  consideration  of the above  stated  premises and the
premises herein contained 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 act a finder for potential acquisition candidates,
and to render the consulting services set forth herein 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 the preparation
of  business  and  marketing  plans in the  distribution  of the  existing  film
library,  as well as  establishing  and/or  enhancing the  Company's  technology
presence, as well as providing potential acquisition candidates.  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 entertainment
media.  Consultant  will  develop a strategic  plan to  disseminate  information
regarding the Company.

         3.       Work Assignment

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

         4.        TERM

     The term of this  agreement  shall  commence  on the date  hereof and shall
continue for five (5) months, ending on November 30, 2001, which may be extended
on a  monthly  basis  only by  written  notification  from  the  Company  to the
Consultant.  Either party may  terminate  this  Agreement  upon thirty (30) days
written notice to the other party,  effective  after the initial five month term
hereof.

         5.       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
                   Five Thousand (5,000) 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 up to Five Thousand
                   (5,000) Dollars in value of Juniper Group, Inc.'s common
                   stock, par value $.001 per share. The number of shares issued
                   in each month shall be determined by dividing Five Thousand
                   Dollars by $1.00 and may be exercised at $1.00 per share,
                   which exercise is in lieu of cash compensation.

b.   Consultant can exercise shares by delivering the exercise price, along with
     the  executed  Investment  Letter  annexed  hereto as  Exhibit A to Juniper
     Group,  Inc..  Juniper  Group,  Inc.  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 Group, Inc. on even
     date herewith,  which specified that Consultant is to receive the rights to
     purchase shares in the manner set forth herein.

d.   Juniper Group, Inc. 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 Juniper Group shares  exercised by Consultant  shall be registered  for
     resale by  Consultant  under the  Securities  Act of 1933 (the  "Act"),  as
     amended,  pursuant to a Form S-8 Registration filed by Juniper Group. It is
     intended that this Agreement is an "Employee  Benefit Plan",  as defined in
     rule 405, promulgated under the Act.

f.   The parties hereto  acknowledge that the issuance of Juniper Group,  Inc.'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.

         6.       Person Entitled To Exercise.

     The shares  issued in lieu of cash  compensation  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 the shares, 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 the shares, 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.

          7.       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 the  Company  to  Consultant  shall be
returned to the Company. All compensation due for completed services through the
date of termination shall be paid to Consultant immediately upon termination. In
addition,  Consultant's services can be immediately terminated for the following
events:
a)   Upon  Consultant's  date of death or the date  Consultant  is given written
     notice that he has been determined disabled by the Company.

b)   On the date the Company  provides  Consultant  with written notice that his
     services  are  being  terminated  for  "cause".  For  the  purpose  of this
     agreement Cause shall be defined as; i) Consultant's conviction of, or plea
     to nolo  contendere,  to any felony or to a crime involving moral turpitude
     of fraud:  ii)  Consultant'  commission  of an act of  misconduct  or gross
     negligence  in  the  conduct  of his  duties  hereunder;  iii)  Consultant'
     commission of an act of dishonesty or fraud  involving  personal  profit or
     breach of fiduciary duty in connection  with  Consultant'  engagement;  iv)
     Consultant'  failure to perform  his job  duties in a  satisfactory  manner
     following  written  notice  from  the  Company;  v)  the  breach  of any of
     Consultant;  material obligations under this agreement;  or vi) any form of
     addiction that prevents  Consultant from performing the essential functions
     of his duties.

c)   On the date the Company sells  substantially all of the Company's assets to
     a single  purchaser  or group  of  associated  partners,  merges  with,  or
     consolidates wit another company; or

d)       On the date the Company liquidates its assts.

         8.        REPORTS TO THE COMPANY

a.   Commencing  August 1, 2001, and at least once each month thereafter  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.

         9.       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.

         10.      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,  and
(c) all  information  regarding  Juniper  Group,  Inc.,  which is not  generally
available to the public.

     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.

         11.      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.
12.      Client's Rights to Approve Transactions.

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

          13. The Company  Under No Duty or Obligation to Accept or Close on any
Transactions.

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

         14.      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.
Consultant expressly acknowledges and agrees that prior written approval must be
obtained  from the Company by Consultant  for expenses  greater than two hundred
($200)  dollars.  However,  such costs  shall be  reimbursed  to  Consultant  if
approved  in writing by the Company  within  thirty (30) days from the date that
the Consultant submits approved expense report to the Company.

         15.      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 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.

         16.      NON-EXCLUSIVE SERVICES

     The Company acknowledges that Consultant is currently providing services of
dissimilar  nature to other  parties and the Company  agrees that  Consultant is
prevented  or barred  from  rendering  services  of the same nature or a similar
nature to any other  individual  or entity  competing  with the  Business of the
Company.  Consultant will advise the Company of its position with respect to any
activity,  employment,  business arrangement, or potential conflict of interest,
which may be relevant to this Agreement and competitive with the business of the
Company.  The Company  shall  solely  determine  that  Consultant  is devoting a
reasonable  amount  of  time to the  Company  to meet  The  Company's  Marketing
services.

         17.      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 New York.

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  Group,  Inc.  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 Juniper Group,  Inc.
     as of the respective dates of such documents.

         18.      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 the Consultant's  duties, he 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 warrants.
(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 of Juniper  Group,  Inc. and
     the Company 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 Juniper  Group,  Inc.'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 Juniper Group,
     Inc.'s capital structure and any material changes in Juniper Group,  Inc.'s
     affairs that may not have been disclosed in the Disclosure Documents.

(f)  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 Consultant or any
     individual or entity which the  Consultant  controls,  is controlling or is
     under common control with,  which adversely or might  adversely  effect the
     (i) Consultant's  ability to provide the services set forth herein; or (ii)
     Consultant'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  judgment,  order,  injunction,  decree or ruling of any
     court or government authority, whether federal, state, local or foreign.

         19.      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.

         20.      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.

         21.      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.

         22.      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.
23.      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.

         24.      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.

         25.      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.

         26.      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.

         27.      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 Pictures, Inc.
                                               /s/ Vance Burroughs
                                               ------------------------
    /s/ Vlado P. Hreljanovic
By: ________________________
         Vlado P. Hreljanovic

Juniper Group, Inc.

By the terms of this  Agreement,  the Parties intend that the Consultant will be
an acquisition and marketing consultant for the Company. Juniper Group, Inc. has
read and  agreed to  Paragraphs  5, 6,  17(c),  18(b) and (e) in this  agreement
concerning  the  issuance of Juniper  Group  shares as  compensation,  including
warrants attached and the rights to redemption thereof.

Juniper Group, Inc.

/s/ Vlado P. Hreljanovic
-----------------------------
         Name

President
-----------------------------
         Title
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".

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

     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

July 31,2001

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

Re:  Registration  Statement  on Form S-8  Relating to 650,000  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 650,000 shares (the "Shares") of the Company's common stock, par
value $. 001 per share (the "Common Stock"), issuable upon the exercise of
options and warrants 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 I have made such investigations of law, as I
have deemed necessary or appropriate in order to render the opinions hereinafter
set forth.

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

     Based  upon and  subject to the  foregoing,  I am of the  opinion  that the
Shares to be issued upon exercise of any options and warrants 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,

                                Gerald A. Kaufman
Exhibit 23.2

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

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

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

     This consent is in connection  with the  Registration  Statement  under the
Securities Act of 1933, as amended, of 650,000 shares of Common Stock. par value
$.001 per share, of Juniper Group, Inc.

                                                       GOLDSTEIN & GANZ, P.C.

Great Neck, New York
July 30, 2001