As filed with the Securities and Exchange Commission on November 26, 1997
  Registration No. 333-      
-------------------------------------------------------------------------------
                       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)

       New York                                        11-286671
(State or Other Jurisdiction of                     (I.R.S. Employer
Incorporation or Organization)                       Identification Number)

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

                             1996 STOCK OPTION PLAN
                            (Full Title of the Plan)

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

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

                                Jack Becker, Esq.
                             Snow Becker Krauss P.C.
                                605 Third Avenue
                            New York, N.Y. 10158-0125
                                 (212) 687-3860

Approximate date of commencement of proposed sale to the public:  Upon filing of
this registration statement
 
                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                         Proposed           Proposed
Title of                                 Maximum            Minimum               Amount of
Securities to     Amount to be        Offering Price        Aggregate           Registration
be Registered      Registered           Per Share          Offering Price            Fee     
<S>               <C>                    <C>                <C>                    <C>    
Stock Options           --                 --                  --                  -----(2)

Common Stock,
$.001 par value   2,500,000 shs(3)(5)    $.06(4)            $150,000               $30.00

Common Stock,
$.001 par value   2,500,000 shs(5)(6)    $.11(7)            $275,000               $55.00

         TOTAL:                                             $425,000               $85.00
                                                            --------               ------
-----------------------------
</TABLE>

(1)  Represents  options  granted  or to be granted  pursuant  to the 1996 Stock
Option Plan (the "Plan") of Juniper Group, Inc. (the "Registrant").

(2) No registration fee is required pursuant to Rule 457(h)(2).

(3) Shares  issuable  upon  exercise  of options  granted to  Geoffrey  Eiten in
consideration of services  rendered and to be rendered  pursuant to a Consulting
Agreement dated July 21, 1997.

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

(5) Pursuant to Rule 416, includes an indeterminable  number of shares of Common
Stock which may become issuable pursuant to the anti-dilution  provisions of the
Plan and the Options.

(6) Shares issuable upon exercise of options granted under the Plan.

(7)  Calculated  solely for the  purpose of  determining  the  registration  fee
pursuant to Rule 457(c)  based upon the average of the last bid and asked prices
for the Common Stock quoted on the NASDAQ SmallCap Market on November 13, 1997.
<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  New  York
corporation (the "Company"), pursuant to the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), are incorporated by reference in this registration
statement.

(1)  The Company's Annual Report on Form 10-K for the fiscal year ended December
     31, 1996;

(2)  The Company's  Quarterly  Report on Form 10-Q ("Forms 10-Q") for the fiscal
     quarters ended March 31, 1997, June 30, 1997 and September 30, 1997;

(3) The Company's Current Reports on Form 8-K for October 31, 1997; 

(4)  The Company's current report on Form 8-K for November 12, 1997; and

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

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

Item 4.  Description of Securities.
         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

     Snow Becker Krauss P.C.,  counsel to the Company,  holds 500,000  shares of
Common  Stock,  all of which were issued to it in  exchange  for legal  fees and
disbursements. Snow Becker Krauss P.C. is rendering an opinion upon the validity
of the securities being registered hereby. Item 6.  Indemnification of Directors
and Officers.

Item 6.   Indemnification of Directors and Officers

     Under the New York Business  Corporation  Law (the "NYBCL"),  a corporation
may  indemnify  any person made, or threatened to be made, a party to any action
or proceeding,  except for shareholder  derivative  suits, by reason of the fact
that he or she was a  director  or  officer of the  corporation,  provided  such
director or officer acted in good faith for a purpose which he or she reasonably
believed  to be in the  best  interests  of the  corporation  and,  in  criminal
proceedings, had no reasonable cause to believe his or her conduct was unlawful.
Indemnification  may be  provided  against  judgments,  fines,  amounts  paid in
settlement  and  reasonable  expenses,  including  attorney's  fees actually and
necessarily incurred as a result of such action, proceeding or appeal therefrom.
New York law also  provides  that  expenses  incurred  in  defending  a civil or
criminal  action  may be  paid  by  the  corporation  in  advance  of the  final
disposition of such  proceedings  upon receipt of an undertaking by or on behalf
of such director or officer to repay such amount if it is ultimately  determined
that such person was not entitled to such indemnification.

     In the case of shareholder  derivative suits, the corporation may indemnify
any person by reason of the fact that he or she was a director or officer of the
corporation  if he or she  acted in good  faith  for a  purpose  which he or she
reasonably  believed to be in the best interest of the corporation,  except that
no  indemnification  may be made in respect  of (i) a  threatened  action,  or a
pending  action  which is settled or  otherwise  disposed of, or (ii) any claim,
issue or matter as to which such  person has been  adjudged  to be liable to the
corporation,  unless and only to the  extent  that the court in which the action
was brought, or, if no action was brought, any court of competent  jurisdiction,
determines upon application  that, in view of all the circumstances of the case,
the person is fairly and  reasonably  entitled to indemnity  for such portion of
the settlement amount and expenses as the court deems proper.

                                      11-2
<PAGE>

     The  indemnification  and advancement of the expenses described above under
the NYBCL is not exclusive of other  indemnification  rights to which a director
or  officer  may  be  entitled,   whether   contained  in  the   certificate  of
incorporation  or  by-laws  or  when  authorized  by  (i)  such  certificate  of
incorporation or by-laws, (ii) a resolution of shareholders,  (iii) a resolution
of directors, or (iv) an agreement providing for such indemnification,  provided
that no  indemnification  may be made to or on behalf of any director or officer
if a judgment or other  final  adjudication  adverse to the  director or officer
establishes  that his or her acts were committed in bad faith or were the result
of active and deliberate  dishonesty and were material to the cause of action so
adjudicated,  or that he or she personally  gained in fact a financial profit or
other advantage to which he or she was not legally entitled.

     Any  person  who has been  successful  on the  merits or  otherwise  in the
defense  of a civil  or  criminal  action  or  proceeding  will be  entitled  to
indemnification. Except as provided in the preceding sentence, unless ordered by
a court pursuant to the NYBCL, any  indemnification  under the NYBCL pursuant to
the above  paragraphs  may be made only if  authorized  in the specific case and
after a finding  that the  director  or officer  met the  requisite  standard of
conduct (i) by the  disinterested  directors if a quorum is available or (ii) in
the event a quorum of disinterested  directors is not available,  if so directed
by either (A) the board upon the written opinion of independent legal counsel or
(B) by the shareholders.

     [Article _______ 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  Sections  722 and 723 of the
NYBCL.  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  subsections  (b) and (c) of Section 724 of the
NYBCL.]

INSOFAR AS INDEMNIFICATION  FOR LIABILITIES ARISING UNDER THE SECURITIES ACT MAY
BE PERMITTED TO DIRECTORS,  OFFICERS AND  CONTROLLING  PERSONS OF THE REGISTRANT
PURSUANT TO THE FOREGOING  PROVISIONS,  OR OTHERWISE,  THE  REGISTRANT  HAS BEEN
ADVISED  THAT IN THE OPINION OF THE  SECURITIES  AND  EXCHANGE  COMMISSION  SUCH
INDEMNIFICATION  IS AGAINST PUBLIC POLICY AS EXPRESSED IN THE SECURITIES ACT AND
IS, THEREFORE, UNENFORCEABLE.

Item 7.  Exemption From Registration Claimed.

         Not Applicable.

Item 8.  Exhibits.
 
Exhibit
 No. Description of Exhibit

4.1  1996 Stock Option Plan (the "Plan").

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

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

4.4  Consulting  Agreement  between the Registrant and Geoffrey Eiten dated July
     21, 1997.

5.1  Opinion of Snow Becker Krauss P.C.

23.1 Consent of Snow Becker Krauss P.C. (included in Exhibit 5.1 hereto).

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

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














                                      11-3


<PAGE>

Item 9.     Required Undertakings.

The undersigned Registrant hereby undertakes:

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

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

(ii) To  reflect  in the  prospectus  any  facts or  events  arising  after  the
     effective  date  of  the   registration   statement  (or  the  most  recent
     post-effective amendment thereof) which,  individually or in the aggregate,
     represents  a  fundamental  change  in the  information  set  forth  in the
     registration statement;

(iii)To  include  any  material   information   with  respect  to  the  plan  of
     distribution not previously disclosed in the registration  statement or any
     material change to such information in the registration statement;

(2)  That, for the purpose of determining any liability under the Securities Act
     of 1933,  each such  post-effective  amendment  shall be deemed to be a new
     registration  statement relating to the securities offered therein, and the
     offering of such  securities at that time shall be deemed to be the initial
     bona fide offering thereof; and

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

(b)  The  undersigned   Registrant  hereby  undertakes  that,  for  purposes  of
     determining  any liability under the Securities Act of 1933, each filing of
     the  Registrant's  annual report pursuant to Section 13(a) or Section 15(d)
     of the Securities Exchange Act of 1934 (and, where applicable,  each filing
     of an employee  benefit  plan's annual report  pursuant to Section 15(d) of
     the Securities  Exchange Act of 1934) that is  incorporated by reference in
     the  registration  statement  shall  be  deemed  to be a  new  registration
     statement relating to the securities  offered therein,  and the offering of
     such  securities  at that time shall be deemed to be the initial  bona fide
     offering thereof.

(c)  Insofar as indemnification for liabilities arising under the Securities Act
     of 1933 may be permitted to directors,  officers or controlling  persons of
     the Registrant  pursuant to any  arrangement,  provision or otherwise,  the
     Registrant  has been  advised  that in the  opinion of the  Securities  and
     Exchange  Commission  such  indemnification  is  against  public  policy as
     expressed in the Securities Act of 1933 and is,  therefore,  unenforceable.
     In the event that claim for indemnification against such liabilities (other
     than the  payment  by the  Registrant  of  expenses  incurred  or paid by a
     director, officer or controlling person of the Registrant in the successful
     defense of any action,  suit or  proceeding)  is asserted by such director,
     officer or  controlling  person in  connection  with the  securities  being
     registered,  the Registrant will,  unless in the opinion of its counsel the
     matter has been  settled  by  controlling  precedent,  submit to a court of
     appropriate jurisdiction the question whether such indemnification by it is
     against  public policy as expressed in the  Securities Act of 1933 and will
     be governed by the final adjudication of such issue.













   
                                   11-4
<PAGE>

                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of New York, State of New York, on November __, 1997.

                                          JUNIPER GROUP, INC.


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

 
                                POWER OF ATTORNEY

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


     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities indicated on November __, 1997.

      Signature                              Title

/s/Vlado P. Hreljanovic    
-----------------------    
Vlado P. Hreljanovic                     President, Chief Executive Officer and
                                         Chairman of the Board of Directors
                                         (principal executive officer)

/s/ Peter W. Feldman
--------------------
Peter W. Feldman                         Director


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







                                      11-5

<PAGE>


                                  EXHIBIT INDEX



Exhibit No. Description of Exhibit
 

4.1  1996 Stock Option Plan (the "Plan").

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

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

4.4  Consulting  Agreement  between the Registrant and Geoffrey Eiten dated July
     21, 1997.

5.1  Opinion of Snow Becker Krauss P.C.

23.1 Consent of Snow Becker Krauss P.C. (included in Exhibit 5.1 hereto).

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

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





















                                      II-6

<PAGE>
                                                                 EXHIBIT 4.1
                                                                 -----------

                              JUNIPER GROUP, INC.
                             1996 STOCK OPTION PLAN

1.  Purposes.

     The JUNIPER GROUP,  INC. 1996 STOCK OPTION PLAN (the "Plan") is intended to
provide the employees,  directors,  independent  contractors  and consultants of
Juniper  Features Ltd. (the  "Company")  and/or any subsidiary or parent thereof
with an added  incentive  to  commence  and/or  continue  their  services to the
Company and to induce them to exert their maximum  efforts  toward the Company's
success. By thus encouraging employees,  directors,  independent contractors and
consultants and promoting their continued association with the Company, the Plan
may be expected to benefit the Company and its stockholders. The Plan allows the
Company to grant Incentive Stock Options  ("ISOs") (as defined in Section 422(b)
of the Internal  Revenue Code of 1986,  as amended (the  "Code"),  Non-Qualified
Stock Options ("NQSOs") not intended to qualify under Section 422(b) of the Code
and Stock Appreciation Rights ("SARs") (collectively the "Options"). The vesting
of one or more  Options  granted  hereunder  may be based on the  attainment  of
specified  performance  goals  of  the  participant  or the  performance  of the
Company, one or more subsidiaries,  parent and/or division of one or more of the
above.

2.  Shares Subject to the Plan.

     The total number of shares of Common Stock of the Company,  $.001 par value
per share,  that may be subject to Options  granted under the Plan shall be five
million  (5,000,000)  in the  aggregate,  subject to  adjustment  as provided in
Paragraph 8 of the Plan;  however,  the grant of an ISO to an employee  together
with a tandem SAR or any NQSO to an  employee  together  with a tandem SAR shall
only require one share of Common Stock available  subject to the Plan to satisfy
such joint  Option.  The  Company  shall at all times while the Plan is in force
reserve such number of shares of Common Stock as will be  sufficient  to satisfy
the requirement of outstanding  Options granted under the Plan. In the event any
Option  granted under the Plan shall expire or terminate for any reason  without
having been exercised in full or shall cease for any reason to be exercisable in
whole  or in  part,  the  unpurchased  shares  subject  thereto  shall  again be
available for granting of Options under the Plan.

3.  Eligibility.

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

4.  Administration of the Plan.

     (a) The Plan shall be administered by the Board of Directors of the Company
as such Board of Directors  may be composed  from time to time and/or by a Stock
Option  Committee  (the  "Committee")  which shall be  comprised of solely of at
least two  Non-Employee  Directors (as such term is defined in Rule 16b-3 of the
Securities  Exchange  Act of 1934 (the "1934  Act))  appointed  by such Board of
Directors  of the  Company.  As and to the  extent  authorized  by the  Board of
Directors of the Company,  the  Committee  may exercise the power and  authority
vested  in the Board of  Directors  under the  Plan.  Within  the  limits of the
express  provisions of the Plan, the Board of Directors or Committee  shall have
the authority, in its discretion,  to determine the individuals to whom, and the
time or times at which,  Options shall be granted, the character of such Options
(whether ISOs,  NQSOs,  and/or SARs in tandem with NQSOs,  and/or SARs in tandem
with  ISOs) and the  number of shares  of  Common  Stock to be  subject  to each
Option,  the manner and form in which the optionee  can tender  payment upon the
exercise of his Option,  and to  interpret  the Plan,  to  prescribe,  amend and
rescind rules and  regulations  relating to the Plan, to determine the terms and
provisions  of Option  agreements  that may be entered into in  connection  with
Options (which need not be identical), subject to the limitation that agreements
granting  ISOs  must be  consistent  with the  requirements  for the ISOs  being
qualified as "incentive stock options" as provided in Section 422 of the Code,





<PAGE>

and to make all other  determinations  and take all other  actions  necessary or
advisable for the administration of the Plan. In making such determinations, the
Board of Directors  and/or the Committee may take into account the nature of the
services rendered by such individuals, their present and potential contributions
to the  Company's  success,  and such other  factors  as the Board of  Directors
and/or the  Committee,  in its  discretion,  shall deem  relevant.  The Board of
Directors'  and/or the Committee's  determinations on the matters referred to in
this Paragraph shall be conclusive.

     (b) Notwithstanding  anything contained herein to the contrary,  at anytime
during the period the Company's  Common Stock is registered  pursuant to Section
12(g) of the 1934 Act, the  Committee,  if one has been  appointed to administer
all or part of the Plan,  shall  have the  exclusive  right to grant  Options to
persons  subject  to  Section  16 of the 1934 Act and set  forth  the  terms and
conditions  thereof.  With respect to persons  subject to Section 16 of the 1934
Act,  transactions under the Plan are intended,  to the extent possible,  comply
with all applicable conditions of Rule 16b-3, as amended from time to time, (and
its successor provisions, if any) under the 1934 Act and Section 162(m)(4)(C) of
the Internal  Revenue Code of 1986,  as amended.  To the extent any provision of
the Plan or action by the Board of Directors or Committee fails to so comply, it
shall be  deemed  null and  void,  to the  extent  permitted  by law and  deemed
advisable by the Board of Directors and/or such Committee.

5.  Terms of Options.

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

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

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

     (c) The Option Price of the shares of Common Stock subject to an NQSO or an
SAR in tandem with a NQSO granted  pursuant to the Plan shall be  determined  by
the Board of Directors or the Committee, in its sole discretion, but in no event
less than 85% of the fair market  value per share of the shares of Common  Stock
at the time of grant.

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


                                       2
<PAGE>

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

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

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

                                       3
<PAGE>

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

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

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

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

     (l) In no event shall an employee be granted  Options for more than 800,000
shares of Common Stock during any calendar year period; provided,  however, that
the  limitation set forth in this Section 5(l) shall be subject to adjustment as
provided in Section 8 herein.

6.  Death or Termination of Employment/Consulting Relationship.

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

     (b) If the  holder  of an  Option  granted  under  the Plan  dies (i) while
employed by the Company or a subsidiary or parent corporation or while providing
consulting services to the Company or a subsidiary or parent corporation or (ii)
within   three   (3)   months   after   the   termination   of   such   holder's
employment/consulting,   such  Options  may,   subject  to  the   provisions  of
subparagraph  (d) of this  Paragraph 6, be exercised by a legatee or legatees of
such Option under such individual's  last will or by such individual's  personal
representatives  or  distributees  at any time within such time as determined by
the Board of Directors or the Committee in its sole discretion,  but in no event
less than six months after the  individual's  death,  to the extent such Options
were  exercisable  as of the date of death or date of termination of employment,
whichever date is earlier.

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

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

                                       4
<PAGE>

     (e) The Board of Directors or the Committee, in its sole discretion, may at
such time or times as it deems appropriate,  if ever,  accelerate all or part of
the vesting  provisions  with respect to one or more  outstanding  options.  The
acceleration  of  one  Option  shall  not  infer  that  any  Option  is or to be
accelerated. 7. Leave of Absence.

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

8.  Adjustment Upon Changes in Capitalization.

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

     (b) Any Option granted under the Plan,  may, at the discretion of the Board
of Directors of the Company and said other corporation, be exchanged for options
to purchase  shares of capital stock of another  corporation  which the Company,
and/or a  subsidiary  thereof is merged  into,  consolidated  with,  or all or a
substantial  portion of the property or stock of which is acquired by said other
corporation or separated or reorganized into. The terms, provisions and benefits
to the optionee of such substitute  option(s) shall in all respects be identical
to the terms,  provisions and benefits of optionee under his Option(s)  prior to
said  substitution.  To the extent the above may be  inconsistent  with Sections
424(a)(1) and (2) of the Code,  the above shall be deemed  interpreted  so as to
comply therewith.
 
     (c) Any  adjustment  in the number of shares of Common  Stock  shall  apply
proportionately  to  only  the  unexercised   portion  of  the  Options  granted
hereunder.  If  fractions  of shares of Common  Stock would result from any such
adjustment,  the adjustment  shall be revised to the next higher whole number of
shares of Common Stock.

9. Further Conditions of Exercise.

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

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

                                       5
<PAGE>

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

10.  Termination, Modification and Amendment.

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

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

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

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

11.  Effective Date of the Plan.

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

12.  Not a Contract of Employment.

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

13.  Other Compensation Plans.

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







                                        6
<PAGE>
                                                                 EXHIBIT 4.2
                                                                 -----------


                      NON-QUALIFIED STOCK OPTION AGREEMENT


     AGREEMENT  made as of the ___ day of_______,  1997, by and between  Juniper
Group, Inc. Inc., a New York corporation, having its principal executive offices
at 111 Great Neck Road,  Suite 604,  Great Neck, NY 11021 (the  "Grantor"),  and
____________________________, with an address at ("Optionee").

1. Option.

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

2. Purchase Price.

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

3. Exercise of Option.

         (a)      The option granted hereby may be exercised as follows:

               (i)  ________of said options shall become exercisable on ________
                    at a  purchase  price of $____ per Share and be  exercisable
                    until___________.

               (ii) ________of said options shall become exercisable on ________
                    at a  purchase  price of $____ per Share and be  exercisable
                    until___________.

               (iii)________of   said  options  shall  become   exercisable   on
                    ________  at a  purchase  price of $____  per  Share  and be
                    exercisable until___________.

     (b) Optionee  shall  notify the Grantor in writing in person,  by overnight
courier or registered or certified mail, return receipt requested,  addressed to
its  principal  office,  as to the number of Shares  which  Optionee  desires to
purchase  hereunder,  which  notice  shall be  accompanied  by payment (by cash,
certified check, or wire transfer of the option price therefor,  as specified in
Paragraph 3(a)above.  As soon as practicable  thereafter,  Grantor shall, at its
principal  office,  tender to Optionee  certificates  issued in Optionee's  name
evidencing the Shares purchased by Optionee.

4. Termination..

     If Optionee dies prior to ___________,  all vested options may be exercised
by a  legatee  or  legatees  of such  option  under  Optionee's  last will or by
Optionee's  personal  representatives or distributees at any time within 90 days
after Optionee's death.

5. Divisibility and Non-Assignability of the Options.

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

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



                                       

<PAGE>
6. Stock as Investment.

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

7. Restriction on Issuance of Shares.

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

8. Adjustments; Merger or Consolidation

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

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

9. No Rights in Option Stock.

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

10. Binding Effect.

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

11. Notice. 

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

12. Miscellaneous.

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

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

                      JUNIPER GROUP, INC.
 
                      By:               
                          ------------------------
                          


ACCEPTED AND AGREED TO:
 
________________________

                                        2


<PAGE>

                               EXERCISE OF OPTION
                                       TO
                                 PURCHASE SHARES
                                                                           

TO:        Juniper Group, Inc...

     The  undersigned  hereby  exercises  the within  Option for the purchase of
shares according to the terms and conditions  thereof and herewith makes payment
of the exercise price in full in accordance with the terms of the  Non-Qualified
Stock Option Agreement, dated as of ______________, 1997, between Juniper Group,
Inc.  and the  undersigned.  The  undersigned  is  purchasing  such  shares  for
investment  purposes  only  and  not  with a view to the  sale  or  distribution
thereof,  unless such  distribution  is registered  under the  Securities Act of
1933,  as amended.  Kindly issue the  certificate  for such shares in accordance
with the instructions given below.

                                                              
                                 Signature:__________________________

   

Social Security or Taxpayer I.D. Number: 

Instructions for issuance of stock:

Street                       City          State        Zip Code





























<PAGE>
                                                                 EXHIBIT 4.3
                                                                 -----------


                        INCENTIVE STOCK OPTION AGREEMENT


     AGREEMENT made as of the ___ day of November,  1997 by and between  Juniper
Group, Inc., a New York corporation,  having its principal  executive offices at
111 Great Neck Road,  Suite  604,  Great  Neck,  NY 11021 (the  "Grantor"),  and
____________________________, with an address at ("Optionee").


                              W I T N E S S E T H:

     WHEREAS,  Optionee  is  presently  employed by Grantor or a  subsidiary  of
Grantor (collectively "Grantor"); and

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

     NOW,  THEREFORE,  in  consideration  of  Optionee's  continued  service  to
Grantor, and for other good and valuable consideration, Grantor hereby grants to
Optionee  options to purchase common stock of Grantor,  $.001 par value ("Common
Stock"), on the following terms and conditions:

1. Option.

     Pursuant to its 1996 Stock Option Plan,  as amended (the  "Plan"),  Grantor
hereby grants to Optionee an Incentive Stock Option,  as such term is defined in
Section 422(b) of the Internal Revenue Code of 1986, as amended (the "Code"), to
purchase,  at any time  prior to 5:00 New York time on  _____________,  up to an
aggregate of ___________  fully paid and  non-assessable  shares of Common Stock
(the "Shares"), subject to the terms and conditions set forth below.

2. Purchase Price.

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

3. Exercise of Option.

     (a) The option granted hereby shall vest as  follows:________  Shares shall
vest on the date hereof, an additional__________  Shares shall vest on_________,
an additional_______ Shares shall vest on________,  an additional________ shares
on_____________,   an  additional   _________shares   on_______________  and  an
additional________  shares  on__________ . 


     (b) As to any vested  options  Optionee  shall notify Grantor in writing in
person,  by overnight  courier or registered or certified  mail,  return receipt
requested,  addressed to its principal  office, as to the number of Shares which
Optionee  desires to purchase  hereunder,  which notice shall be  accompanied by
payment  (by cash,  certified  check or shares of  Common  Stock  then  owned by
Optionee  valued at the  closing  sale price on the day  preceding  such  tender
("Market  Price") or options valued at the  difference  between Market Price and
exercise  price of the  options  tendered)  of the  option  price  therefor,  as
specified  in  Paragraph 2 above.  As soon as  practicable  thereafter,  Grantor
shall,  at its  principal  office,  tender to  Optionee  certificates  issued in
Optionee's name evidencing the Shares purchased by Optionee.

     (c) If the  aggregate  fair market  value of all the stock with  respect to
which  Incentive  Stock Options are  exercisable  for the first time by Optionee
during any  calendar  year under the Plan and all other  Incentive  Stock Option
plans  of  Grantor  or its  affiliates  exceeds  $100,000.00,  the  grant of the
Incentive  Stock Option  hereunder  shall not, to the extent of such excess,  be
deemed a grant of an Incentive Stock Option but will instead be deemed the grant
of a Non-Qualified Stock Option under the Plan.

4. Option Conditioned On Continued Employment.

     (a) If the employment of Optionee shall be terminated for cause by Grantor,
or if  Optionee  leaves such  employment  voluntarily,  the  options  granted to
Optionee  hereunder  shall expire  immediately  upon such  termination.  If such
employment shall terminate  otherwise than by reason of death,  disability,  for
cause or voluntary termination,  such option may be exercised at any time within
three  (3)  months  after  such  termination,   subject  to  the  provisions  of
subparagraph (d) of this Paragraph

<PAGE>
     (b) If Optionee  dies (i) while  employed by Grantor,  or (ii) within three
(3) months after the termination of Optionee's employment other than voluntarily
by Optionee or for cause by Grantor,  such option,  subject to the provisions of
subparagraph  (d) of this Paragraph 4, may be exercised by a legatee or legatees
of  such  option  under   Optionee's   last  will  or  by  Optionee's   personal
representatives or distributees at any time within one (1) year after Optionee's
death.

     (c) If Optionee  becomes disabled within the definition of Section 22(e)(3)
of the Code while employed by Grantor, such option, subject to the provisions of
subparagraph  (d) of this  Paragraph  4, may be exercised at any time within one
(1) year after the termination of employment with Employer due to disability.

     (d) An option may not be exercised  pursuant to this  Paragraph 4 except to
the extent  that  Optionee  was  entitled to  exercise  the option,  or any part
thereof, at the time of termination of employment or death, and in any event may
not be exercised after the original expiration date of the option.

5. Divisibility and Non-Assignability of the Options.

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

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

6. Stock as Investment.

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

7. Restriction on Issuance of Shares.

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

8. Adjustments; Merger or Consolidation

     (a) In the event of changes in the  outstanding  Common Stock of Grantor by
reason  of  stock   dividends,   stock   splits,   recapitalizations,   mergers,
consolidations,    combinations,    or   exchanges   of   shares,   separations,
reorganizations, or liquidations, the number and class of shares as to which the
options may be  exercised  shall be  correspondingly  adjusted  by  Grantor.  No
adjustment  shall be made with respect to stock dividends or splits which do not
exceed 10% in any fiscal year, cash dividends or the issuance to stockholders of
Grantor of rights to subscribe  for  additional  shares of Common Stock or other
securities. Anything to the contrary contained herein notwithstanding, the Board
of  Directors  of Grantor  shall have the  discretionary  authority  to take any
action necessary or appropriate to prevent these options from being disqualified
as  "Incentive  Stock  Options"  under the United States income tax laws then in
effect.

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

                                       2
<PAGE>

9. No Rights in Option Stock.

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

10. Effect Upon Employment.

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

11. Binding Effect.

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

12. Agreement Subject to Plan.

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

13. Miscellaneous.

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


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

                               JUNIPER GROUP, INC.

                               By:               
                                   ------------------------               
                                  



ACCEPTED AND AGREED TO:


________________________________

                                              


























                                       3
<PAGE>


                               EXERCISE OF OPTION
                                       TO
                                 PURCHASE SHARES
                                                                              

TO:        Juniper Group, Inc.

     The  undersigned  hereby  exercises  the within  Option for the purchase of
shares  according  to the terms and  conditions  thereof  and of the 1996  Stock
Option  Plan,  and  herewith  makes  payment  of the  exercise  price in full in
accordance  with  the  terms  of  the  Stock  Option  Agreement,   dated  as  of
___________________,  between  Juniper  Group,  Inc.. and the  undersigned.  The
undersigned is purchasing such shares for investment  purposes only and not with
a view  to the  sale  or  distribution  thereof,  unless  such  distribution  is
registered  under the  Securities  Act of 1933,  as  amended.  Kindly  issue the
certificate for such shares in accordance with the instructions given below.
                                               
                                          Signature



Social Security or Taxpayer I.D. Number:                                   


Instructions for issuance of stock:

                                                                 
Name              Street            City            State        Zip Code








































                                       4
                          
<PAGE>

                                                                 EXHIBIT 4.4
                                                                 -----------

                      C O N S U L T I N G  A G R E E M E N T
                      -------------------  -----------------

     AGREEMENT  made as of the  21st day of July,  1997 by and  between  Juniper
Group, Inc.,  maintaining its principal offices at 111 Great Neck Rd, Great Neck
, NY 11021 (hereinafter referred to as "Client") Geoffrey Eiten, maintaining his
principal  offices  at 1040  Great  Plain Ave,  Needham,  MA 02192  (hereinafter
referred to as the "Consultant").

                              W I T N E S S E T H :

     WHEREAS,  Consultant  is engaged in the business of providing and rendering
public relations and  communications  services and has knowledge,  expertise and
personnel to render the requisite services to Client; and

     WHEREAS,  Client is desirous  of  retaining  Consultant  for the purpose of
obtaining  public  relations  and  corporate  communications  services  so as to
better,   more  fully  and  more  effectively  deal  and  communicate  with  its
shareholders and the investment banking community.

     NOW,  THEREFORE,  in  consideration  of the  premises  and  of  the  mutual
covenants and agreements contained herein, it is agreed as follows:

     I.   Engagement of  Consultant.  Client  herewith  engages  Consultant  and
          Consultant    agrees   to   render   to   Client   public   relations,
          communications, advisory and consulting services.

          A. The  consulting  services to be provided  by the  Consultant  shall
     include,  but are not  limited  to,  the  development,  implementation  and
     maintenance of an ongoing  program to increase the  investment  community's
     awareness  of  Client's   activities   and  to  stimulate  the   investment
     community's  interest  in Client.  Client  acknowledges  that  Consultant's
     ability to relate  information  regarding  Client's  activities is directly
     related to the information provided by Client to the Consultant.

          B. Client  acknowledges  that  Consultant  will devote such time as is
     reasonably necessary to perform the services for Client,  having due regard
     for Consultant's  commitments and obligations to other businesses for which
     it performs consulting services.

     II.  Compensation and Expense Reimbursement.

          A. Client will pay the Consultant,  as  compensation  for the services
     provided for in this Agreement and as reimbursement  for expenses  incurred
     by Consultant on Client's  behalf,  in the manner set forth in the Schedule
     As annexed to this  Agreement  which  Schedule  is  incorporated  herein by
     reference.

          B. In addition to the compensation and expense reimbursement  referred
     to in Section  2(A) above,  Consultant  shall be  entitled to receive  from
     Client a "Transaction  Fee", as a result of any  Transaction  (as described
     below)  between  Client and any other  company,  entity,  person,  group or
     persons or other  party  which is  introduced  to, or put in contact  with,
     Client by  Consultant,  or by which Client has been  introduced  to, or has
     been put in contact with, by Consultant. A "Transaction" shall mean merger,
     sale of stock, sale of assets,  consolidation or other similar  transaction
     or series or combination of transactions whereby Client or such other party
     transfer to the other, or both transfer to a third entity or person, stock,
     assets,  or any  interest in its  business in exchange  for stock,  assets,
     securities, cash or other valuable property or rights, or wherein they make
     a contribution  of capital or services to a joint  venture,  commonly owned
     enterprise  or business  opportunity  with the other for purposes of future
     business operations and opportunities.  To be a Transaction covered by this
     section,  the  transaction  must occur during the term of this Agreement or
     the one year period following the expiration of this Agreement.

          The  calculation  of a  Transaction  Fee shall be based upon the total
     value of the consideration, securities, property, business, assets or other
     value given,  paid,  transferred or  contributed  by, or to, the Client and
     shall equal 3% of the dollar  value of the  Transaction.  Such fee shall be
     paid  by  certified  funds  or  cashier's  check  at  the  closing  of  the
     Transaction.
<PAGE>
          Term and Termination. This Agreement shall be for a period of one year
     commencing  July 2, 1997 and  terminating  July 1, 1998. If the Client does
     not cancel the contract during the term, the contract will be automatically
     extended for an additional  year.  Either party hereto shall have the right
     to terminate  this Agreement upon 30 days prior written notice to the other
     party.

          Treatment of  Confidential  Information.  Company  shall not disclose,
     without the  consent of Client,  any  financial  and  business  information
     concerning  the business,  affairs,  plans and programs of Client which are
     delivered by Client to Consultant in connection with Consultant's  services
     hereunder,  provided such information is plainly and prominently  marked in
     writing by Client as being confidential (the  "Confidential  Information").
     The Consultant  will not be bound by the foregoing  limitation in the event
     (i) the  Confidential  Information  is otherwise  disseminated  and becomes
     public  information  or (ii) the  Consultant  is required  to disclose  the
     Confidential Informational pursuant to a subpoena or other judicial order.

          Representation by Consultant of other clients. Client acknowledges and
     consents  to  Consultant  rendering  public  relations,  consulting  and/or
     communications  services to other clients of the Consultant  engaged in the
     same or similar  business  as that of  Client.  If the  Consultant  becomes
     involved in a similar  business of that of the Client  where the Client can
     perceive it to be in competition, the Client has the right to terminate the
     contract.

          Indemnification  by Client as to  Information  Provided to Consultant.
     Client acknowledges that Consultant, in the performance of its duties, will
     be required  to rely upon the  accuracy  and  completeness  of  information
     supplied to it by Client's  officers,  directors,  agents and/or employees.
     Client  agrees to  indemnify,  hold  harmless  and defend  Consultant,  its
     officers,  agents and/or employees from any proceeding or suit which arises
     out of or is due to the  inaccuracy  or  incompleteness  of any material or
     information supplied by Client to Consultant.

          Independent  Contractor.  It is expressly  agreed that  Consultant  is
     acting as an independent  contractor in performing its services  hereunder.
     Client  shall  carry no  workers  compensation  insurance  or any health or
     accident  insurance on Consultant or consultant's  employees.  Client shall
     not pay any  contributions  to  social  security,  unemployment  insurance,
     Federal or state withholding  taxes nor provide any other  contributions or
     benefits which might be customary in an employer-employee relationship.

          Non-Assignment.  This Agreement  shall not be assigned by either party
     without the written consent of the other party.

          Notices. Any notice to be given by either party to the other hereunder
     shall be sufficient if in writing and sent by registered or certified mail,
     return receipt requested,  addressed to such party at the address specified
     on the first page of this  Agreement or such other  address as either party
     may have given to the other in writing.
 
          Entire Agreement.  The within agreement  contains the entire agreement
     and   understanding   between  the  parties   and   supersedes   all  prior
     negotiations,  agreements  and  discussions  concerning  the subject matter
     hereof.

          Modification and Waiver. This Agreement may not be altered or modified
     except by  writing  signed by each of the  respective  parties  hereof.  No
     breach or violation  of this  Agreement  shall be waived  except in writing
     executed by the party granting such waiver.
 
          Law to Govern; Forum for Disputes. This Agreement shall be governed by
     the laws of the Commonwealth of Massachusetts  without giving effect to the
     principle of conflict of laws.  Each party  acknowledges  to the other that
     courts within the city of Boston,  MA shall be the sole and exclusive forum
     to adjudicate any disputes arising under this agreement.

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



                                            By: /s/Geoffrey Eiten
                                                ------------------
                                                Geoffrey Eiten,
                                                Consultant


                                            Juniper Group, Inc.


                                            By: /s/ Vlado P. Hreljanovic
                                                ------------------------
                                                 Vlado Hreljanovic,
                                                 Authorized Agent
 
<PAGE>


     SCHEDULE A-1 Payment for services and reimbursement of expenses in.


     SCHEDULE  A-2 Grant of options  to  Geoffrey  Eiten in advance of  services
rendered.
 



















<PAGE>



 

     SCHEDULE A-1

     PAYMENT IN CASH FOR SERVICES AND REIMBURSEMENT OF EXPENSES IN CASH

     A. For the services to be rendered and performed by  Consultant  during the
term of the  Agreement,  Client  shall pay to  Consultant  the sum of $3,000 per
month, payable on the first day of each month.

     B. Client shall also reimburse  Consultant for all reasonable and necessary
out-of-pocket expenses incurred in the performance of its duties for Client upon
presentation of statements setting forth in reasonable detail the amount of such
expenses.  Consultant  shall not incur any expense for any single item in excess
of $250 either  verbally or written except upon the prior approval of the Client
not to exceed  $2500 per month with no more than any one item  aggregating  more
than $250 at any single time.  Consultant agrees that any travel,  entertainment
or other  expense which it may incur and which may be referable to more than one
of its clients  (including  Client) will be prorated  among the clients for whom
such expense has been incurred.

 

                                                By: /s/ Geoffrey Eiten
                                                    ------------------
                                                    Geoffrey Eiten
                                                    Consultant


                                                Juniper Group, Inc.

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













<PAGE>
 
     SCHEDULE A-2

     GRANT OF OPTIONS TO GEOFFREY EITEN IN ADVANCE OF SERVICES RENDERED

     A. Grant of Options and Option  Exercise  Price.  As  compensation  for the
services to be rendered by  Consultant  hereunder,  Client  herewith  issues and
grants to Consultant  stock options (the  "Options") to purchase an aggregate of
2,500,000  shares of  Client's  Common  Stock at an  exercise  price of $.06 per
share.  The Options are exercisable upon and subject to the terms and conditions
contained  herein.  The Options are exercisable  during the period commencing on
the date hereof and ending five years subsequent to the termination date of this
Agreement.  Additional options will be issued by the Client to the Consultant to
maintain the  Consultant's  stock position at 10% of the outstanding  shares not
including acquisitions not brought forth by the Consultant.  Employee,  board of
directors,  internal consultants,  Anthony V. Milone, Terry S. Klein and outside
sales reps stock options will not be part of the consideration  when determining
the  amount  of  options  to be  granted  to the  Consultant.  Options  will  be
distributed on a quarterly basis.

     B. Manner of Exercise.  Exercise of any of the Options by Consultant  shall
be by written  notice to Client  accompanied by  Consultant's  certified or bank
check for the purchase price of the shares being purchased. Upon receipt of such
notice and payment,  Client shall promptly cause to be issued,  without transfer
or issue tax to the option  holder or other  person  entitled  to  exercise  the
option, the number of shares for which the Option has been exercised, registered
in the name of  Consultant.  Such shares,  when issued,  shall be fully paid and
non-assessable.

     C. Option  Shares.  Consultant  acknowledges  that any shares  which it may
acquire from Client pursuant to the exercise of the Options  provided for herein
will not have been registered pursuant to the Securities Act of 1933, as amended
(the  "Securities  Act"),  and  therefore  may  not be sold  or  transferred  by
Consultant  except  in  the  event  that  such  shares  are  the  subject  of  a
registration  statement  or any future  sale or  transfer  is, in the opinion of
counsel  for  Client,  exempt  from  such  registration  provisions.  Consultant
acknowledges  that any shares  which it may acquire  pursuant to the exercise of
the Options will be for its own account and for investment purposes only and not
with a view to the resale or redistribution of same. Consultant further consents
that the following  legend be placed upon all  certificates for shares of Common
Stock which may be issued to Consultant upon the exercise of the Options:
 
     "THE SHARES  REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE  SECURITIES  ACT OF 1933,  AS  AMENDED  (THE  "ACT")  AND MAY NOT BE SOLD OR
OTHERWISE  TRANSFERRED  IN THE ABSENCE OF AN  EFFECTIVE  REGISTRATION  STATEMENT
UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH
REGISTRATION IS NOT REQUIRED." Consultant further consents that no stop transfer
instructions  being placed against all certificates may not be issued to it upon
the exercise of the Options.

     (i) Upon the  written  demand of the  Consultant,  the Client  shall file a
Registration  Statement under the Securities  Act,  covering the Shares issuable
upon exercise of the Options to the extent the Shares qualify for  registration.
The Client shall bear all costs and expenses  attributable to such registration,
excluding  fees and expenses of  Consultant's  counsel and any  underwriting  or
selling commission. Client shall maintain the effectiveness of such registration
throughout the term of this Agreement and for a 120 day period thereafter.

     (ii) Notwithstanding the foregoing, if the Shares issuable upon exercise of
the Options are not otherwise registered under the Securities Act and the Client
shall at any time after the date hereof propose to file a registration statement
under the Securities Act, which  registration  statement shall include shares of
Common  Stock of Client or any selling  shareholder,  Client  shall give written
notice to Consultant of such proposed registration and will permit Consultant to
include in such  registration all Shares which it has acquired as of the date of
such notice.  The Client shall bear all costs and expenses  attributable to such
registration,  excluding  fees and  expenses  of  Consultant's  counsel  and any
underwriting or selling commission.

     D. Adjustments in Option Shares.

     (i) In the event that Client shall at any time  sub-divide its  outstanding
shares of Common  Stock  into a greater  number of shares,  the Option  purchase
price in effect prior to such sub-division shall be proportionately  reduced and
the  number  of  shares of Common  Stock  purchasable  shall be  proportionately
increased.  In case the  outstanding  shares of Common  Stock of Client shall be
combined into a smaller  number of shares,  the Option  purchase price in effect
immediately prior to such combination shall be proportionately increased and the
number of shares of Common Stock purchasable shall be proportionately reduced.
<PAGE>

     (ii) In case of any  reclassification  or change of  outstanding  shares of
Common Stock  issuable  upon  exercise of this Option  (other than change in par
value,  or from par value to no par value, or from no par value to par value, or
as a result or a subdivision or combination), or in case of any consolidation or
merger of the Client with or into  another  corporation  (other than a merger in
which the Client is the continuing  corporation and which does not result in any
reclassification  or change of outstanding  shares of Common Stock, other than a
change in number of the shares  issuable upon exercise of the Option) or in case
of any sale or conveyance to another  corporation  of the property of the Client
as an entirety or substantially as an entirety,  the Holder of this Option shall
have the right  thereafter  to exercise  this Option into the kind and amount of
shares  of  stock  and  other  securities  and  property  receivable  upon  such
reclassification,  change, consolidation, merger, sale or conveyance by a holder
of the number of shares of Common Stock of the Client for which the Option might
have  been  exercised  immediately  prior  to  such  reclassification,   change,
consolidation,  merger, sale or conveyance. The above provisions shall similarly
apply to successive  reclassifications and changes of shares of Common Stock and
to successive consolidations, mergers, sales or conveyances.
 

                                    By: /s/ Geoffrey Eiten
                                        ------------------
                                        Geoffrey Eiten
                                        Consultant


                                   Juniper Group, Inc.


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


<PAGE>
                                                          Exhibit 5.1          
                                                          -----------           




                                                              November   , 1997



Juniper Group, Inc.
111 great Neck road
Great Neck, NY 11021

Re:  Registration  Statement on Form S-8 Relating to 5,000,000  Shares of Common
Stock,  Par Value $. 001 Per Share,  of Juniper Group,  Inc.  Issuable Under the
1996 Stock Option Plan

Gentlemen:

     We are  counsel  to  Juniper  Group,  Inc.,  a New  York  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 5,000,000 shares (the "Shares") of the Company's common
stock,  par value $. 001 per  share  (the  "Common  Stock"),  issuable  upon the
exercise of options granted, as well as stock options to be granted, pursuant to
the Company's 1996 Stock Option Plan (the "Plan").

     We have  examined and are familiar with  originals or copies,  certified or
otherwise  identified to our  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  adoption  of and  amendments  to the  Plan  and  the  proposed
registration  and issuance of the Shares and such other corporate  documents and
records and other  certificates,  and we have made such investigations of law as
we have  deemed  necessary  or  appropriate  in order  to  render  the  opinions
hereinafter set forth.

     In our examination,  we 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,  we have relied upon  statements and  representations  of officers and
other representatives of the Company and others.

     Based upon and subject to the  foregoing,  we are of the  opinion  that the
Shares to be issued upon  exercise of any options duly  granted  pursuant to the
terms of the Plan 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.

     We hereby  consent  to the  filing of this  opinion  as an  exhibit  to the
Registration  Statement  and to the reference in the  Registration  Statement to
this firm under the heading  "Interests of Named Experts and Counsel." In giving
this consent,  we do not hereby admit that we are within the category of persons
whose consent is required  under Section 7 of the  Securities  Act, or the rules
and regulations of the Securities and Exchange Commission thereunder.

                                                  Very truly yours,



                                                  SNOW BECKER KRAUSS P.C.




<PAGE>
                                         
                                                              EXHIBIT 23.2
                                                              ------------


        

                             GOLDSTEIN & GANZ, P.C.
                          Certified Public Accountants
                          98 Cuttermill Road, Suite 352
                           Great Neck, New York 11021



Sheldon M. Ganz, CPA
Martin A. Goldstein, CPA




October 10, 1997


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

Gentlemen:

     We hereby  consent  to the use of our  opinion  (dated , 1997 from the Form
10-KSB for the fiscal year end December 31, 1996) as herein described.


     This consent is in connection  with the  registration  statement  under the
Securities Act of 1993, as amended,  of 2,500,000 shares of your Common Stock to
be issued  pursuant  to  options  which  have been  granted  under a  Consulting
Agreement.

                                             Very truly yours,



                                             GOLDSTEIN & GANZ





Great Neck, New York
October 10, 1997
[{"type": "S-8", "sequence": "1", "description": "JUNIPER GROUP, INC.", "secsgml_size_bytes": 95032}]
{"company-data": {"conformed-name": "JUNIPER FEATURES LTD", "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": "333-41095", "film-number": "97729226"}, "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", "city": "GREAT NECK", "state": "NY", "zip": "11021"}}
As filed with the Securities and Exchange Commission on November 26, 1997
  Registration No. 333-      
-------------------------------------------------------------------------------
                       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)

       New York                                        11-286671
(State or Other Jurisdiction of                     (I.R.S. Employer
Incorporation or Organization)                       Identification Number)

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

                             1996 STOCK OPTION PLAN
                            (Full Title of the Plan)

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

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

                                Jack Becker, Esq.
                             Snow Becker Krauss P.C.
                                605 Third Avenue
                            New York, N.Y. 10158-0125
                                 (212) 687-3860

Approximate date of commencement of proposed sale to the public:  Upon filing of
this registration statement
 
                         CALCULATION OF REGISTRATION FEE
Proposed           Proposed
Title of                                 Maximum            Minimum               Amount of
Securities to     Amount to be        Offering Price        Aggregate           Registration
be Registered      Registered           Per Share          Offering Price            Fee
Stock Options           --                 --                  --                  -----(2)

Common Stock,
$.001 par value   2,500,000 shs(3)(5)    $.06(4)            $150,000               $30.00

Common Stock,
$.001 par value   2,500,000 shs(5)(6)    $.11(7)            $275,000               $55.00

         TOTAL:                                             $425,000               $85.00
                                                            --------               ------
-----------------------------
(1)  Represents  options  granted  or to be granted  pursuant  to the 1996 Stock
Option Plan (the "Plan") of Juniper Group, Inc. (the "Registrant").

(2) No registration fee is required pursuant to Rule 457(h)(2).

(3) Shares  issuable  upon  exercise  of options  granted to  Geoffrey  Eiten in
consideration of services  rendered and to be rendered  pursuant to a Consulting
Agreement dated July 21, 1997.

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

(5) Pursuant to Rule 416, includes an indeterminable  number of shares of Common
Stock which may become issuable pursuant to the anti-dilution  provisions of the
Plan and the Options.

(6) Shares issuable upon exercise of options granted under the Plan.

(7)  Calculated  solely for the  purpose of  determining  the  registration  fee
pursuant to Rule 457(c)  based upon the average of the last bid and asked prices
for the Common Stock quoted on the NASDAQ SmallCap Market on November 13, 1997.
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  New  York
corporation (the "Company"), pursuant to the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), are incorporated by reference in this registration
statement.

(1)  The Company's Annual Report on Form 10-K for the fiscal year ended December
     31, 1996;

(2)  The Company's  Quarterly  Report on Form 10-Q ("Forms 10-Q") for the fiscal
     quarters ended March 31, 1997, June 30, 1997 and September 30, 1997;

(3) The Company's Current Reports on Form 8-K for October 31, 1997; 

(4)  The Company's current report on Form 8-K for November 12, 1997; and

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

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

Item 4.  Description of Securities.
         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

     Snow Becker Krauss P.C.,  counsel to the Company,  holds 500,000  shares of
Common  Stock,  all of which were issued to it in  exchange  for legal  fees and
disbursements. Snow Becker Krauss P.C. is rendering an opinion upon the validity
of the securities being registered hereby. Item 6.  Indemnification of Directors
and Officers.

Item 6.   Indemnification of Directors and Officers

     Under the New York Business  Corporation  Law (the "NYBCL"),  a corporation
may  indemnify  any person made, or threatened to be made, a party to any action
or proceeding,  except for shareholder  derivative  suits, by reason of the fact
that he or she was a  director  or  officer of the  corporation,  provided  such
director or officer acted in good faith for a purpose which he or she reasonably
believed  to be in the  best  interests  of the  corporation  and,  in  criminal
proceedings, had no reasonable cause to believe his or her conduct was unlawful.
Indemnification  may be  provided  against  judgments,  fines,  amounts  paid in
settlement  and  reasonable  expenses,  including  attorney's  fees actually and
necessarily incurred as a result of such action, proceeding or appeal therefrom.
New York law also  provides  that  expenses  incurred  in  defending  a civil or
criminal  action  may be  paid  by  the  corporation  in  advance  of the  final
disposition of such  proceedings  upon receipt of an undertaking by or on behalf
of such director or officer to repay such amount if it is ultimately  determined
that such person was not entitled to such indemnification.

     In the case of shareholder  derivative suits, the corporation may indemnify
any person by reason of the fact that he or she was a director or officer of the
corporation  if he or she  acted in good  faith  for a  purpose  which he or she
reasonably  believed to be in the best interest of the corporation,  except that
no  indemnification  may be made in respect  of (i) a  threatened  action,  or a
pending  action  which is settled or  otherwise  disposed of, or (ii) any claim,
issue or matter as to which such  person has been  adjudged  to be liable to the
corporation,  unless and only to the  extent  that the court in which the action
was brought, or, if no action was brought, any court of competent  jurisdiction,
determines upon application  that, in view of all the circumstances of the case,
the person is fairly and  reasonably  entitled to indemnity  for such portion of
the settlement amount and expenses as the court deems proper.

                                      11-2
The  indemnification  and advancement of the expenses described above under
the NYBCL is not exclusive of other  indemnification  rights to which a director
or  officer  may  be  entitled,   whether   contained  in  the   certificate  of
incorporation  or  by-laws  or  when  authorized  by  (i)  such  certificate  of
incorporation or by-laws, (ii) a resolution of shareholders,  (iii) a resolution
of directors, or (iv) an agreement providing for such indemnification,  provided
that no  indemnification  may be made to or on behalf of any director or officer
if a judgment or other  final  adjudication  adverse to the  director or officer
establishes  that his or her acts were committed in bad faith or were the result
of active and deliberate  dishonesty and were material to the cause of action so
adjudicated,  or that he or she personally  gained in fact a financial profit or
other advantage to which he or she was not legally entitled.

     Any  person  who has been  successful  on the  merits or  otherwise  in the
defense  of a civil  or  criminal  action  or  proceeding  will be  entitled  to
indemnification. Except as provided in the preceding sentence, unless ordered by
a court pursuant to the NYBCL, any  indemnification  under the NYBCL pursuant to
the above  paragraphs  may be made only if  authorized  in the specific case and
after a finding  that the  director  or officer  met the  requisite  standard of
conduct (i) by the  disinterested  directors if a quorum is available or (ii) in
the event a quorum of disinterested  directors is not available,  if so directed
by either (A) the board upon the written opinion of independent legal counsel or
(B) by the shareholders.

     [Article _______ 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  Sections  722 and 723 of the
NYBCL.  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  subsections  (b) and (c) of Section 724 of the
NYBCL.]

INSOFAR AS INDEMNIFICATION  FOR LIABILITIES ARISING UNDER THE SECURITIES ACT MAY
BE PERMITTED TO DIRECTORS,  OFFICERS AND  CONTROLLING  PERSONS OF THE REGISTRANT
PURSUANT TO THE FOREGOING  PROVISIONS,  OR OTHERWISE,  THE  REGISTRANT  HAS BEEN
ADVISED  THAT IN THE OPINION OF THE  SECURITIES  AND  EXCHANGE  COMMISSION  SUCH
INDEMNIFICATION  IS AGAINST PUBLIC POLICY AS EXPRESSED IN THE SECURITIES ACT AND
IS, THEREFORE, UNENFORCEABLE.

Item 7.  Exemption From Registration Claimed.

         Not Applicable.

Item 8.  Exhibits.
 
Exhibit
 No. Description of Exhibit

4.1  1996 Stock Option Plan (the "Plan").

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

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

4.4  Consulting  Agreement  between the Registrant and Geoffrey Eiten dated July
     21, 1997.

5.1  Opinion of Snow Becker Krauss P.C.

23.1 Consent of Snow Becker Krauss P.C. (included in Exhibit 5.1 hereto).

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

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

                                      11-3
Item 9.     Required Undertakings.

The undersigned Registrant hereby undertakes:

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

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

(ii) To  reflect  in the  prospectus  any  facts or  events  arising  after  the
     effective  date  of  the   registration   statement  (or  the  most  recent
     post-effective amendment thereof) which,  individually or in the aggregate,
     represents  a  fundamental  change  in the  information  set  forth  in the
     registration statement;

(iii)To  include  any  material   information   with  respect  to  the  plan  of
     distribution not previously disclosed in the registration  statement or any
     material change to such information in the registration statement;

(2)  That, for the purpose of determining any liability under the Securities Act
     of 1933,  each such  post-effective  amendment  shall be deemed to be a new
     registration  statement relating to the securities offered therein, and the
     offering of such  securities at that time shall be deemed to be the initial
     bona fide offering thereof; and

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

(b)  The  undersigned   Registrant  hereby  undertakes  that,  for  purposes  of
     determining  any liability under the Securities Act of 1933, each filing of
     the  Registrant's  annual report pursuant to Section 13(a) or Section 15(d)
     of the Securities Exchange Act of 1934 (and, where applicable,  each filing
     of an employee  benefit  plan's annual report  pursuant to Section 15(d) of
     the Securities  Exchange Act of 1934) that is  incorporated by reference in
     the  registration  statement  shall  be  deemed  to be a  new  registration
     statement relating to the securities  offered therein,  and the offering of
     such  securities  at that time shall be deemed to be the initial  bona fide
     offering thereof.

(c)  Insofar as indemnification for liabilities arising under the Securities Act
     of 1933 may be permitted to directors,  officers or controlling  persons of
     the Registrant  pursuant to any  arrangement,  provision or otherwise,  the
     Registrant  has been  advised  that in the  opinion of the  Securities  and
     Exchange  Commission  such  indemnification  is  against  public  policy as
     expressed in the Securities Act of 1933 and is,  therefore,  unenforceable.
     In the event that claim for indemnification against such liabilities (other
     than the  payment  by the  Registrant  of  expenses  incurred  or paid by a
     director, officer or controlling person of the Registrant in the successful
     defense of any action,  suit or  proceeding)  is asserted by such director,
     officer or  controlling  person in  connection  with the  securities  being
     registered,  the Registrant will,  unless in the opinion of its counsel the
     matter has been  settled  by  controlling  precedent,  submit to a court of
     appropriate jurisdiction the question whether such indemnification by it is
     against  public policy as expressed in the  Securities Act of 1933 and will
     be governed by the final adjudication of such issue.

   
                                   11-4
SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of New York, State of New York, on November __, 1997.

                                          JUNIPER GROUP, INC.

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

 
                                POWER OF ATTORNEY

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

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities indicated on November __, 1997.

      Signature                              Title

/s/Vlado P. Hreljanovic    
-----------------------    
Vlado P. Hreljanovic                     President, Chief Executive Officer and
                                         Chairman of the Board of Directors
                                         (principal executive officer)

/s/ Peter W. Feldman
--------------------
Peter W. Feldman                         Director

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

                                      11-5
EXHIBIT INDEX

Exhibit No. Description of Exhibit
 

4.1  1996 Stock Option Plan (the "Plan").

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

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

4.4  Consulting  Agreement  between the Registrant and Geoffrey Eiten dated July
     21, 1997.

5.1  Opinion of Snow Becker Krauss P.C.

23.1 Consent of Snow Becker Krauss P.C. (included in Exhibit 5.1 hereto).

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

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

                                      II-6
EXHIBIT 4.1
                                                                 -----------

                              JUNIPER GROUP, INC.
                             1996 STOCK OPTION PLAN

1.  Purposes.

     The JUNIPER GROUP,  INC. 1996 STOCK OPTION PLAN (the "Plan") is intended to
provide the employees,  directors,  independent  contractors  and consultants of
Juniper  Features Ltd. (the  "Company")  and/or any subsidiary or parent thereof
with an added  incentive  to  commence  and/or  continue  their  services to the
Company and to induce them to exert their maximum  efforts  toward the Company's
success. By thus encouraging employees,  directors,  independent contractors and
consultants and promoting their continued association with the Company, the Plan
may be expected to benefit the Company and its stockholders. The Plan allows the
Company to grant Incentive Stock Options  ("ISOs") (as defined in Section 422(b)
of the Internal  Revenue Code of 1986,  as amended (the  "Code"),  Non-Qualified
Stock Options ("NQSOs") not intended to qualify under Section 422(b) of the Code
and Stock Appreciation Rights ("SARs") (collectively the "Options"). The vesting
of one or more  Options  granted  hereunder  may be based on the  attainment  of
specified  performance  goals  of  the  participant  or the  performance  of the
Company, one or more subsidiaries,  parent and/or division of one or more of the
above.

2.  Shares Subject to the Plan.

     The total number of shares of Common Stock of the Company,  $.001 par value
per share,  that may be subject to Options  granted under the Plan shall be five
million  (5,000,000)  in the  aggregate,  subject to  adjustment  as provided in
Paragraph 8 of the Plan;  however,  the grant of an ISO to an employee  together
with a tandem SAR or any NQSO to an  employee  together  with a tandem SAR shall
only require one share of Common Stock available  subject to the Plan to satisfy
such joint  Option.  The  Company  shall at all times while the Plan is in force
reserve such number of shares of Common Stock as will be  sufficient  to satisfy
the requirement of outstanding  Options granted under the Plan. In the event any
Option  granted under the Plan shall expire or terminate for any reason  without
having been exercised in full or shall cease for any reason to be exercisable in
whole  or in  part,  the  unpurchased  shares  subject  thereto  shall  again be
available for granting of Options under the Plan.

3.  Eligibility.

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

4.  Administration of the Plan.

     (a) The Plan shall be administered by the Board of Directors of the Company
as such Board of Directors  may be composed  from time to time and/or by a Stock
Option  Committee  (the  "Committee")  which shall be  comprised of solely of at
least two  Non-Employee  Directors (as such term is defined in Rule 16b-3 of the
Securities  Exchange  Act of 1934 (the "1934  Act))  appointed  by such Board of
Directors  of the  Company.  As and to the  extent  authorized  by the  Board of
Directors of the Company,  the  Committee  may exercise the power and  authority
vested  in the Board of  Directors  under the  Plan.  Within  the  limits of the
express  provisions of the Plan, the Board of Directors or Committee  shall have
the authority, in its discretion,  to determine the individuals to whom, and the
time or times at which,  Options shall be granted, the character of such Options
(whether ISOs,  NQSOs,  and/or SARs in tandem with NQSOs,  and/or SARs in tandem
with  ISOs) and the  number of shares  of  Common  Stock to be  subject  to each
Option,  the manner and form in which the optionee  can tender  payment upon the
exercise of his Option,  and to  interpret  the Plan,  to  prescribe,  amend and
rescind rules and  regulations  relating to the Plan, to determine the terms and
provisions  of Option  agreements  that may be entered into in  connection  with
Options (which need not be identical), subject to the limitation that agreements
granting  ISOs  must be  consistent  with the  requirements  for the ISOs  being
qualified as "incentive stock options" as provided in Section 422 of the Code,
and to make all other  determinations  and take all other  actions  necessary or
advisable for the administration of the Plan. In making such determinations, the
Board of Directors  and/or the Committee may take into account the nature of the
services rendered by such individuals, their present and potential contributions
to the  Company's  success,  and such other  factors  as the Board of  Directors
and/or the  Committee,  in its  discretion,  shall deem  relevant.  The Board of
Directors'  and/or the Committee's  determinations on the matters referred to in
this Paragraph shall be conclusive.

     (b) Notwithstanding  anything contained herein to the contrary,  at anytime
during the period the Company's  Common Stock is registered  pursuant to Section
12(g) of the 1934 Act, the  Committee,  if one has been  appointed to administer
all or part of the Plan,  shall  have the  exclusive  right to grant  Options to
persons  subject  to  Section  16 of the 1934 Act and set  forth  the  terms and
conditions  thereof.  With respect to persons  subject to Section 16 of the 1934
Act,  transactions under the Plan are intended,  to the extent possible,  comply
with all applicable conditions of Rule 16b-3, as amended from time to time, (and
its successor provisions, if any) under the 1934 Act and Section 162(m)(4)(C) of
the Internal  Revenue Code of 1986,  as amended.  To the extent any provision of
the Plan or action by the Board of Directors or Committee fails to so comply, it
shall be  deemed  null and  void,  to the  extent  permitted  by law and  deemed
advisable by the Board of Directors and/or such Committee.

5.  Terms of Options.

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

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

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

     (c) The Option Price of the shares of Common Stock subject to an NQSO or an
SAR in tandem with a NQSO granted  pursuant to the Plan shall be  determined  by
the Board of Directors or the Committee, in its sole discretion, but in no event
less than 85% of the fair market  value per share of the shares of Common  Stock
at the time of grant.

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

                                       2
(e) An SAR may be exercised  at any time during the exercise  period of the
ISO or NQSO with which it is granted in tandem and prior to the exercise of such
ISO or NQSO.  Notwithstanding  the foregoing,  the Board of Directors and/or the
Committee  shall in their  discretion  determine from time to time the terms and
conditions of SAR's to be granted, which terms may vary from the afore-described
conditions,  and  which  terms  shall be set  forth in a  written  stock  option
agreement  evidencing  the SAR  granted  in  tandem  with the ISO or  NQSO.  The
exercise  of an SAR  granted  in tandem  with an ISO or NQSO  shall be deemed to
cancel such number of shares subject to the  unexercised  Option as were subject
to the exercised SAR. The Board of Directors or the Committee has the discretion
to alter the terms of the SARS if  necessary  to comply  with  Federal  or state
securities law. Amounts to be paid by the Company in connection with an SAR may,
in the  Board of  Director's  or the  Committee's  discretion,  be made in cash,
Common Stock or a combination thereof.

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

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

                                       3
(h) The holder of an Option shall have none of the rights of a  stockholder
with respect to the shares of Common Stock covered by such holder's Option until
such shares of Common  Stock shall be issued to such holder upon the exercise of
the Option.

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

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

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

     (l) In no event shall an employee be granted  Options for more than 800,000
shares of Common Stock during any calendar year period; provided,  however, that
the  limitation set forth in this Section 5(l) shall be subject to adjustment as
provided in Section 8 herein.

6.  Death or Termination of Employment/Consulting Relationship.

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

     (b) If the  holder  of an  Option  granted  under  the Plan  dies (i) while
employed by the Company or a subsidiary or parent corporation or while providing
consulting services to the Company or a subsidiary or parent corporation or (ii)
within   three   (3)   months   after   the   termination   of   such   holder's
employment/consulting,   such  Options  may,   subject  to  the   provisions  of
subparagraph  (d) of this  Paragraph 6, be exercised by a legatee or legatees of
such Option under such individual's  last will or by such individual's  personal
representatives  or  distributees  at any time within such time as determined by
the Board of Directors or the Committee in its sole discretion,  but in no event
less than six months after the  individual's  death,  to the extent such Options
were  exercisable  as of the date of death or date of termination of employment,
whichever date is earlier.

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

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

                                       4
(e) The Board of Directors or the Committee, in its sole discretion, may at
such time or times as it deems appropriate,  if ever,  accelerate all or part of
the vesting  provisions  with respect to one or more  outstanding  options.  The
acceleration  of  one  Option  shall  not  infer  that  any  Option  is or to be
accelerated. 7. Leave of Absence.

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

8.  Adjustment Upon Changes in Capitalization.

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

     (b) Any Option granted under the Plan,  may, at the discretion of the Board
of Directors of the Company and said other corporation, be exchanged for options
to purchase  shares of capital stock of another  corporation  which the Company,
and/or a  subsidiary  thereof is merged  into,  consolidated  with,  or all or a
substantial  portion of the property or stock of which is acquired by said other
corporation or separated or reorganized into. The terms, provisions and benefits
to the optionee of such substitute  option(s) shall in all respects be identical
to the terms,  provisions and benefits of optionee under his Option(s)  prior to
said  substitution.  To the extent the above may be  inconsistent  with Sections
424(a)(1) and (2) of the Code,  the above shall be deemed  interpreted  so as to
comply therewith.
 
     (c) Any  adjustment  in the number of shares of Common  Stock  shall  apply
proportionately  to  only  the  unexercised   portion  of  the  Options  granted
hereunder.  If  fractions  of shares of Common  Stock would result from any such
adjustment,  the adjustment  shall be revised to the next higher whole number of
shares of Common Stock.

9. Further Conditions of Exercise.

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

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

                                       5
(c) The Board of Directors or Committee may make such  provisions  and take
such steps as it may deem  necessary or appropriate  for the  withholding of any
taxes that the Company is required by any law or regulation of any  governmental
authority,  whether federal, state or local, domestic or foreign, to withhold in
connection with the exercise of any Option,  including,  but not limited to, (i)
the withholding of payment of all or any portion of such Option and/or SAR until
the holder  reimburses  the  Company  for the amount the  Company is required to
withhold  with respect to such taxes,  or (ii) the  cancelling  of any number of
shares of Common Stock  issuable  upon  exercise of such Option and/or SAR in an
amount  sufficient  to reimburse the Company for the amount it is required to so
withhold, (iii) the selling of any property contingently credited by the Company
for the purpose of exercising such Option, in order to withhold or reimburse the
Company for the amount it is required to so withhold,  or (iv)  withholding  the
amount due from such employee's wages if the employee is employed by the Company
or any subsidiary thereof.

10.  Termination, Modification and Amendment.

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

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

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

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

11.  Effective Date of the Plan.

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

12.  Not a Contract of Employment.

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

13.  Other Compensation Plans.

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

                                        6
EXHIBIT 4.2
                                                                 -----------

                      NON-QUALIFIED STOCK OPTION AGREEMENT

     AGREEMENT  made as of the ___ day of_______,  1997, by and between  Juniper
Group, Inc. Inc., a New York corporation, having its principal executive offices
at 111 Great Neck Road,  Suite 604,  Great Neck, NY 11021 (the  "Grantor"),  and
____________________________, with an address at ("Optionee").

1. Option.

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

2. Purchase Price.

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

3. Exercise of Option.

         (a)      The option granted hereby may be exercised as follows:

               (i)  ________of said options shall become exercisable on ________
                    at a  purchase  price of $____ per Share and be  exercisable
                    until___________.

               (ii) ________of said options shall become exercisable on ________
                    at a  purchase  price of $____ per Share and be  exercisable
                    until___________.

               (iii)________of   said  options  shall  become   exercisable   on
                    ________  at a  purchase  price of $____  per  Share  and be
                    exercisable until___________.

     (b) Optionee  shall  notify the Grantor in writing in person,  by overnight
courier or registered or certified mail, return receipt requested,  addressed to
its  principal  office,  as to the number of Shares  which  Optionee  desires to
purchase  hereunder,  which  notice  shall be  accompanied  by payment (by cash,
certified check, or wire transfer of the option price therefor,  as specified in
Paragraph 3(a)above.  As soon as practicable  thereafter,  Grantor shall, at its
principal  office,  tender to Optionee  certificates  issued in Optionee's  name
evidencing the Shares purchased by Optionee.

4. Termination..

     If Optionee dies prior to ___________,  all vested options may be exercised
by a  legatee  or  legatees  of such  option  under  Optionee's  last will or by
Optionee's  personal  representatives or distributees at any time within 90 days
after Optionee's death.

5. Divisibility and Non-Assignability of the Options.

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

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

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

7. Restriction on Issuance of Shares.

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

8. Adjustments; Merger or Consolidation

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

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

9. No Rights in Option Stock.

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

10. Binding Effect.

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

11. Notice. 

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

12. Miscellaneous.

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

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

                      JUNIPER GROUP, INC.
 
                      By:               
                          ------------------------
                          

ACCEPTED AND AGREED TO:
 
________________________

                                        2
EXERCISE OF OPTION
                                       TO
                                 PURCHASE SHARES
                                                                           

TO:        Juniper Group, Inc...

     The  undersigned  hereby  exercises  the within  Option for the purchase of
shares according to the terms and conditions  thereof and herewith makes payment
of the exercise price in full in accordance with the terms of the  Non-Qualified
Stock Option Agreement, dated as of ______________, 1997, between Juniper Group,
Inc.  and the  undersigned.  The  undersigned  is  purchasing  such  shares  for
investment  purposes  only  and  not  with a view to the  sale  or  distribution
thereof,  unless such  distribution  is registered  under the  Securities Act of
1933,  as amended.  Kindly issue the  certificate  for such shares in accordance
with the instructions given below.

                                                              
                                 Signature:__________________________

   

Social Security or Taxpayer I.D. Number: 

Instructions for issuance of stock:

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

                        INCENTIVE STOCK OPTION AGREEMENT

     AGREEMENT made as of the ___ day of November,  1997 by and between  Juniper
Group, Inc., a New York corporation,  having its principal  executive offices at
111 Great Neck Road,  Suite  604,  Great  Neck,  NY 11021 (the  "Grantor"),  and
____________________________, with an address at ("Optionee").

                              W I T N E S S E T H:

     WHEREAS,  Optionee  is  presently  employed by Grantor or a  subsidiary  of
Grantor (collectively "Grantor"); and

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

     NOW,  THEREFORE,  in  consideration  of  Optionee's  continued  service  to
Grantor, and for other good and valuable consideration, Grantor hereby grants to
Optionee  options to purchase common stock of Grantor,  $.001 par value ("Common
Stock"), on the following terms and conditions:

1. Option.

     Pursuant to its 1996 Stock Option Plan,  as amended (the  "Plan"),  Grantor
hereby grants to Optionee an Incentive Stock Option,  as such term is defined in
Section 422(b) of the Internal Revenue Code of 1986, as amended (the "Code"), to
purchase,  at any time  prior to 5:00 New York time on  _____________,  up to an
aggregate of ___________  fully paid and  non-assessable  shares of Common Stock
(the "Shares"), subject to the terms and conditions set forth below.

2. Purchase Price.

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

3. Exercise of Option.

     (a) The option granted hereby shall vest as  follows:________  Shares shall
vest on the date hereof, an additional__________  Shares shall vest on_________,
an additional_______ Shares shall vest on________,  an additional________ shares
on_____________,   an  additional   _________shares   on_______________  and  an
additional________  shares  on__________ . 

     (b) As to any vested  options  Optionee  shall notify Grantor in writing in
person,  by overnight  courier or registered or certified  mail,  return receipt
requested,  addressed to its principal  office, as to the number of Shares which
Optionee  desires to purchase  hereunder,  which notice shall be  accompanied by
payment  (by cash,  certified  check or shares of  Common  Stock  then  owned by
Optionee  valued at the  closing  sale price on the day  preceding  such  tender
("Market  Price") or options valued at the  difference  between Market Price and
exercise  price of the  options  tendered)  of the  option  price  therefor,  as
specified  in  Paragraph 2 above.  As soon as  practicable  thereafter,  Grantor
shall,  at its  principal  office,  tender to  Optionee  certificates  issued in
Optionee's name evidencing the Shares purchased by Optionee.

     (c) If the  aggregate  fair market  value of all the stock with  respect to
which  Incentive  Stock Options are  exercisable  for the first time by Optionee
during any  calendar  year under the Plan and all other  Incentive  Stock Option
plans  of  Grantor  or its  affiliates  exceeds  $100,000.00,  the  grant of the
Incentive  Stock Option  hereunder  shall not, to the extent of such excess,  be
deemed a grant of an Incentive Stock Option but will instead be deemed the grant
of a Non-Qualified Stock Option under the Plan.

4. Option Conditioned On Continued Employment.

     (a) If the employment of Optionee shall be terminated for cause by Grantor,
or if  Optionee  leaves such  employment  voluntarily,  the  options  granted to
Optionee  hereunder  shall expire  immediately  upon such  termination.  If such
employment shall terminate  otherwise than by reason of death,  disability,  for
cause or voluntary termination,  such option may be exercised at any time within
three  (3)  months  after  such  termination,   subject  to  the  provisions  of
subparagraph (d) of this Paragraph
(b) If Optionee  dies (i) while  employed by Grantor,  or (ii) within three
(3) months after the termination of Optionee's employment other than voluntarily
by Optionee or for cause by Grantor,  such option,  subject to the provisions of
subparagraph  (d) of this Paragraph 4, may be exercised by a legatee or legatees
of  such  option  under   Optionee's   last  will  or  by  Optionee's   personal
representatives or distributees at any time within one (1) year after Optionee's
death.

     (c) If Optionee  becomes disabled within the definition of Section 22(e)(3)
of the Code while employed by Grantor, such option, subject to the provisions of
subparagraph  (d) of this  Paragraph  4, may be exercised at any time within one
(1) year after the termination of employment with Employer due to disability.

     (d) An option may not be exercised  pursuant to this  Paragraph 4 except to
the extent  that  Optionee  was  entitled to  exercise  the option,  or any part
thereof, at the time of termination of employment or death, and in any event may
not be exercised after the original expiration date of the option.

5. Divisibility and Non-Assignability of the Options.

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

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

6. Stock as Investment.

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

7. Restriction on Issuance of Shares.

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

8. Adjustments; Merger or Consolidation

     (a) In the event of changes in the  outstanding  Common Stock of Grantor by
reason  of  stock   dividends,   stock   splits,   recapitalizations,   mergers,
consolidations,    combinations,    or   exchanges   of   shares,   separations,
reorganizations, or liquidations, the number and class of shares as to which the
options may be  exercised  shall be  correspondingly  adjusted  by  Grantor.  No
adjustment  shall be made with respect to stock dividends or splits which do not
exceed 10% in any fiscal year, cash dividends or the issuance to stockholders of
Grantor of rights to subscribe  for  additional  shares of Common Stock or other
securities. Anything to the contrary contained herein notwithstanding, the Board
of  Directors  of Grantor  shall have the  discretionary  authority  to take any
action necessary or appropriate to prevent these options from being disqualified
as  "Incentive  Stock  Options"  under the United States income tax laws then in
effect.

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

                                       2
9. No Rights in Option Stock.

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

10. Effect Upon Employment.

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

11. Binding Effect.

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

12. Agreement Subject to Plan.

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

13. Miscellaneous.

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

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

                               JUNIPER GROUP, INC.

                               By:               
                                   ------------------------               
                                  

ACCEPTED AND AGREED TO:

________________________________

                                              

                                       3
EXERCISE OF OPTION
                                       TO
                                 PURCHASE SHARES
                                                                              

TO:        Juniper Group, Inc.

     The  undersigned  hereby  exercises  the within  Option for the purchase of
shares  according  to the terms and  conditions  thereof  and of the 1996  Stock
Option  Plan,  and  herewith  makes  payment  of the  exercise  price in full in
accordance  with  the  terms  of  the  Stock  Option  Agreement,   dated  as  of
___________________,  between  Juniper  Group,  Inc.. and the  undersigned.  The
undersigned is purchasing such shares for investment  purposes only and not with
a view  to the  sale  or  distribution  thereof,  unless  such  distribution  is
registered  under the  Securities  Act of 1933,  as  amended.  Kindly  issue the
certificate for such shares in accordance with the instructions given below.
                                               
                                          Signature

Social Security or Taxpayer I.D. Number:                                   

Instructions for issuance of stock:

                                                                 
Name              Street            City            State        Zip Code

                                       4
EXHIBIT 4.4
                                                                 -----------

                      C O N S U L T I N G  A G R E E M E N T
                      -------------------  -----------------

     AGREEMENT  made as of the  21st day of July,  1997 by and  between  Juniper
Group, Inc.,  maintaining its principal offices at 111 Great Neck Rd, Great Neck
, NY 11021 (hereinafter referred to as "Client") Geoffrey Eiten, maintaining his
principal  offices  at 1040  Great  Plain Ave,  Needham,  MA 02192  (hereinafter
referred to as the "Consultant").

                              W I T N E S S E T H :

     WHEREAS,  Consultant  is engaged in the business of providing and rendering
public relations and  communications  services and has knowledge,  expertise and
personnel to render the requisite services to Client; and

     WHEREAS,  Client is desirous  of  retaining  Consultant  for the purpose of
obtaining  public  relations  and  corporate  communications  services  so as to
better,   more  fully  and  more  effectively  deal  and  communicate  with  its
shareholders and the investment banking community.

     NOW,  THEREFORE,  in  consideration  of the  premises  and  of  the  mutual
covenants and agreements contained herein, it is agreed as follows:

     I.   Engagement of  Consultant.  Client  herewith  engages  Consultant  and
          Consultant    agrees   to   render   to   Client   public   relations,
          communications, advisory and consulting services.

          A. The  consulting  services to be provided  by the  Consultant  shall
     include,  but are not  limited  to,  the  development,  implementation  and
     maintenance of an ongoing  program to increase the  investment  community's
     awareness  of  Client's   activities   and  to  stimulate  the   investment
     community's  interest  in Client.  Client  acknowledges  that  Consultant's
     ability to relate  information  regarding  Client's  activities is directly
     related to the information provided by Client to the Consultant.

          B. Client  acknowledges  that  Consultant  will devote such time as is
     reasonably necessary to perform the services for Client,  having due regard
     for Consultant's  commitments and obligations to other businesses for which
     it performs consulting services.

     II.  Compensation and Expense Reimbursement.

          A. Client will pay the Consultant,  as  compensation  for the services
     provided for in this Agreement and as reimbursement  for expenses  incurred
     by Consultant on Client's  behalf,  in the manner set forth in the Schedule
     As annexed to this  Agreement  which  Schedule  is  incorporated  herein by
     reference.

          B. In addition to the compensation and expense reimbursement  referred
     to in Section  2(A) above,  Consultant  shall be  entitled to receive  from
     Client a "Transaction  Fee", as a result of any  Transaction  (as described
     below)  between  Client and any other  company,  entity,  person,  group or
     persons or other  party  which is  introduced  to, or put in contact  with,
     Client by  Consultant,  or by which Client has been  introduced  to, or has
     been put in contact with, by Consultant. A "Transaction" shall mean merger,
     sale of stock, sale of assets,  consolidation or other similar  transaction
     or series or combination of transactions whereby Client or such other party
     transfer to the other, or both transfer to a third entity or person, stock,
     assets,  or any  interest in its  business in exchange  for stock,  assets,
     securities, cash or other valuable property or rights, or wherein they make
     a contribution  of capital or services to a joint  venture,  commonly owned
     enterprise  or business  opportunity  with the other for purposes of future
     business operations and opportunities.  To be a Transaction covered by this
     section,  the  transaction  must occur during the term of this Agreement or
     the one year period following the expiration of this Agreement.

          The  calculation  of a  Transaction  Fee shall be based upon the total
     value of the consideration, securities, property, business, assets or other
     value given,  paid,  transferred or  contributed  by, or to, the Client and
     shall equal 3% of the dollar  value of the  Transaction.  Such fee shall be
     paid  by  certified  funds  or  cashier's  check  at  the  closing  of  the
     Transaction.
Term and Termination. This Agreement shall be for a period of one year
     commencing  July 2, 1997 and  terminating  July 1, 1998. If the Client does
     not cancel the contract during the term, the contract will be automatically
     extended for an additional  year.  Either party hereto shall have the right
     to terminate  this Agreement upon 30 days prior written notice to the other
     party.

          Treatment of  Confidential  Information.  Company  shall not disclose,
     without the  consent of Client,  any  financial  and  business  information
     concerning  the business,  affairs,  plans and programs of Client which are
     delivered by Client to Consultant in connection with Consultant's  services
     hereunder,  provided such information is plainly and prominently  marked in
     writing by Client as being confidential (the  "Confidential  Information").
     The Consultant  will not be bound by the foregoing  limitation in the event
     (i) the  Confidential  Information  is otherwise  disseminated  and becomes
     public  information  or (ii) the  Consultant  is required  to disclose  the
     Confidential Informational pursuant to a subpoena or other judicial order.

          Representation by Consultant of other clients. Client acknowledges and
     consents  to  Consultant  rendering  public  relations,  consulting  and/or
     communications  services to other clients of the Consultant  engaged in the
     same or similar  business  as that of  Client.  If the  Consultant  becomes
     involved in a similar  business of that of the Client  where the Client can
     perceive it to be in competition, the Client has the right to terminate the
     contract.

          Indemnification  by Client as to  Information  Provided to Consultant.
     Client acknowledges that Consultant, in the performance of its duties, will
     be required  to rely upon the  accuracy  and  completeness  of  information
     supplied to it by Client's  officers,  directors,  agents and/or employees.
     Client  agrees to  indemnify,  hold  harmless  and defend  Consultant,  its
     officers,  agents and/or employees from any proceeding or suit which arises
     out of or is due to the  inaccuracy  or  incompleteness  of any material or
     information supplied by Client to Consultant.

          Independent  Contractor.  It is expressly  agreed that  Consultant  is
     acting as an independent  contractor in performing its services  hereunder.
     Client  shall  carry no  workers  compensation  insurance  or any health or
     accident  insurance on Consultant or consultant's  employees.  Client shall
     not pay any  contributions  to  social  security,  unemployment  insurance,
     Federal or state withholding  taxes nor provide any other  contributions or
     benefits which might be customary in an employer-employee relationship.

          Non-Assignment.  This Agreement  shall not be assigned by either party
     without the written consent of the other party.

          Notices. Any notice to be given by either party to the other hereunder
     shall be sufficient if in writing and sent by registered or certified mail,
     return receipt requested,  addressed to such party at the address specified
     on the first page of this  Agreement or such other  address as either party
     may have given to the other in writing.
 
          Entire Agreement.  The within agreement  contains the entire agreement
     and   understanding   between  the  parties   and   supersedes   all  prior
     negotiations,  agreements  and  discussions  concerning  the subject matter
     hereof.

          Modification and Waiver. This Agreement may not be altered or modified
     except by  writing  signed by each of the  respective  parties  hereof.  No
     breach or violation  of this  Agreement  shall be waived  except in writing
     executed by the party granting such waiver.
 
          Law to Govern; Forum for Disputes. This Agreement shall be governed by
     the laws of the Commonwealth of Massachusetts  without giving effect to the
     principle of conflict of laws.  Each party  acknowledges  to the other that
     courts within the city of Boston,  MA shall be the sole and exclusive forum
     to adjudicate any disputes arising under this agreement.

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

                                            By: /s/Geoffrey Eiten
                                                ------------------
                                                Geoffrey Eiten,
                                                Consultant

                                            Juniper Group, Inc.

                                            By: /s/ Vlado P. Hreljanovic
                                                ------------------------
                                                 Vlado Hreljanovic,
                                                 Authorized Agent
SCHEDULE A-1 Payment for services and reimbursement of expenses in.

     SCHEDULE  A-2 Grant of options  to  Geoffrey  Eiten in advance of  services
rendered.
SCHEDULE A-1

     PAYMENT IN CASH FOR SERVICES AND REIMBURSEMENT OF EXPENSES IN CASH

     A. For the services to be rendered and performed by  Consultant  during the
term of the  Agreement,  Client  shall pay to  Consultant  the sum of $3,000 per
month, payable on the first day of each month.

     B. Client shall also reimburse  Consultant for all reasonable and necessary
out-of-pocket expenses incurred in the performance of its duties for Client upon
presentation of statements setting forth in reasonable detail the amount of such
expenses.  Consultant  shall not incur any expense for any single item in excess
of $250 either  verbally or written except upon the prior approval of the Client
not to exceed  $2500 per month with no more than any one item  aggregating  more
than $250 at any single time.  Consultant agrees that any travel,  entertainment
or other  expense which it may incur and which may be referable to more than one
of its clients  (including  Client) will be prorated  among the clients for whom
such expense has been incurred.

 

                                                By: /s/ Geoffrey Eiten
                                                    ------------------
                                                    Geoffrey Eiten
                                                    Consultant

                                                Juniper Group, Inc.

                                                By: /s/ Vlado P. Hreljanovic
                                                    ------------------------
                                                    Vlado Hreljanovic
                                                    Authorized Agent
SCHEDULE A-2

     GRANT OF OPTIONS TO GEOFFREY EITEN IN ADVANCE OF SERVICES RENDERED

     A. Grant of Options and Option  Exercise  Price.  As  compensation  for the
services to be rendered by  Consultant  hereunder,  Client  herewith  issues and
grants to Consultant  stock options (the  "Options") to purchase an aggregate of
2,500,000  shares of  Client's  Common  Stock at an  exercise  price of $.06 per
share.  The Options are exercisable upon and subject to the terms and conditions
contained  herein.  The Options are exercisable  during the period commencing on
the date hereof and ending five years subsequent to the termination date of this
Agreement.  Additional options will be issued by the Client to the Consultant to
maintain the  Consultant's  stock position at 10% of the outstanding  shares not
including acquisitions not brought forth by the Consultant.  Employee,  board of
directors,  internal consultants,  Anthony V. Milone, Terry S. Klein and outside
sales reps stock options will not be part of the consideration  when determining
the  amount  of  options  to be  granted  to the  Consultant.  Options  will  be
distributed on a quarterly basis.

     B. Manner of Exercise.  Exercise of any of the Options by Consultant  shall
be by written  notice to Client  accompanied by  Consultant's  certified or bank
check for the purchase price of the shares being purchased. Upon receipt of such
notice and payment,  Client shall promptly cause to be issued,  without transfer
or issue tax to the option  holder or other  person  entitled  to  exercise  the
option, the number of shares for which the Option has been exercised, registered
in the name of  Consultant.  Such shares,  when issued,  shall be fully paid and
non-assessable.

     C. Option  Shares.  Consultant  acknowledges  that any shares  which it may
acquire from Client pursuant to the exercise of the Options  provided for herein
will not have been registered pursuant to the Securities Act of 1933, as amended
(the  "Securities  Act"),  and  therefore  may  not be sold  or  transferred  by
Consultant  except  in  the  event  that  such  shares  are  the  subject  of  a
registration  statement  or any future  sale or  transfer  is, in the opinion of
counsel  for  Client,  exempt  from  such  registration  provisions.  Consultant
acknowledges  that any shares  which it may acquire  pursuant to the exercise of
the Options will be for its own account and for investment purposes only and not
with a view to the resale or redistribution of same. Consultant further consents
that the following  legend be placed upon all  certificates for shares of Common
Stock which may be issued to Consultant upon the exercise of the Options:
 
     "THE SHARES  REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE  SECURITIES  ACT OF 1933,  AS  AMENDED  (THE  "ACT")  AND MAY NOT BE SOLD OR
OTHERWISE  TRANSFERRED  IN THE ABSENCE OF AN  EFFECTIVE  REGISTRATION  STATEMENT
UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH
REGISTRATION IS NOT REQUIRED." Consultant further consents that no stop transfer
instructions  being placed against all certificates may not be issued to it upon
the exercise of the Options.

     (i) Upon the  written  demand of the  Consultant,  the Client  shall file a
Registration  Statement under the Securities  Act,  covering the Shares issuable
upon exercise of the Options to the extent the Shares qualify for  registration.
The Client shall bear all costs and expenses  attributable to such registration,
excluding  fees and expenses of  Consultant's  counsel and any  underwriting  or
selling commission. Client shall maintain the effectiveness of such registration
throughout the term of this Agreement and for a 120 day period thereafter.

     (ii) Notwithstanding the foregoing, if the Shares issuable upon exercise of
the Options are not otherwise registered under the Securities Act and the Client
shall at any time after the date hereof propose to file a registration statement
under the Securities Act, which  registration  statement shall include shares of
Common  Stock of Client or any selling  shareholder,  Client  shall give written
notice to Consultant of such proposed registration and will permit Consultant to
include in such  registration all Shares which it has acquired as of the date of
such notice.  The Client shall bear all costs and expenses  attributable to such
registration,  excluding  fees and  expenses  of  Consultant's  counsel  and any
underwriting or selling commission.

     D. Adjustments in Option Shares.

     (i) In the event that Client shall at any time  sub-divide its  outstanding
shares of Common  Stock  into a greater  number of shares,  the Option  purchase
price in effect prior to such sub-division shall be proportionately  reduced and
the  number  of  shares of Common  Stock  purchasable  shall be  proportionately
increased.  In case the  outstanding  shares of Common  Stock of Client shall be
combined into a smaller  number of shares,  the Option  purchase price in effect
immediately prior to such combination shall be proportionately increased and the
number of shares of Common Stock purchasable shall be proportionately reduced.
(ii) In case of any  reclassification  or change of  outstanding  shares of
Common Stock  issuable  upon  exercise of this Option  (other than change in par
value,  or from par value to no par value, or from no par value to par value, or
as a result or a subdivision or combination), or in case of any consolidation or
merger of the Client with or into  another  corporation  (other than a merger in
which the Client is the continuing  corporation and which does not result in any
reclassification  or change of outstanding  shares of Common Stock, other than a
change in number of the shares  issuable upon exercise of the Option) or in case
of any sale or conveyance to another  corporation  of the property of the Client
as an entirety or substantially as an entirety,  the Holder of this Option shall
have the right  thereafter  to exercise  this Option into the kind and amount of
shares  of  stock  and  other  securities  and  property  receivable  upon  such
reclassification,  change, consolidation, merger, sale or conveyance by a holder
of the number of shares of Common Stock of the Client for which the Option might
have  been  exercised  immediately  prior  to  such  reclassification,   change,
consolidation,  merger, sale or conveyance. The above provisions shall similarly
apply to successive  reclassifications and changes of shares of Common Stock and
to successive consolidations, mergers, sales or conveyances.
 

                                    By: /s/ Geoffrey Eiten
                                        ------------------
                                        Geoffrey Eiten
                                        Consultant

                                   Juniper Group, Inc.

                                   By:  /s/ Vlado P. Hreljanovic
                                        ------------------------
                                        Vlado Hreljanovic
                                        Authorized Agent
Exhibit 5.1          
                                                          -----------           

                                                              November   , 1997

Juniper Group, Inc.
111 great Neck road
Great Neck, NY 11021

Re:  Registration  Statement on Form S-8 Relating to 5,000,000  Shares of Common
Stock,  Par Value $. 001 Per Share,  of Juniper Group,  Inc.  Issuable Under the
1996 Stock Option Plan

Gentlemen:

     We are  counsel  to  Juniper  Group,  Inc.,  a New  York  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 5,000,000 shares (the "Shares") of the Company's common
stock,  par value $. 001 per  share  (the  "Common  Stock"),  issuable  upon the
exercise of options granted, as well as stock options to be granted, pursuant to
the Company's 1996 Stock Option Plan (the "Plan").

     We have  examined and are familiar with  originals or copies,  certified or
otherwise  identified to our  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  adoption  of and  amendments  to the  Plan  and  the  proposed
registration  and issuance of the Shares and such other corporate  documents and
records and other  certificates,  and we have made such investigations of law as
we have  deemed  necessary  or  appropriate  in order  to  render  the  opinions
hereinafter set forth.

     In our examination,  we 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,  we have relied upon  statements and  representations  of officers and
other representatives of the Company and others.

     Based upon and subject to the  foregoing,  we are of the  opinion  that the
Shares to be issued upon  exercise of any options duly  granted  pursuant to the
terms of the Plan 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.

     We hereby  consent  to the  filing of this  opinion  as an  exhibit  to the
Registration  Statement  and to the reference in the  Registration  Statement to
this firm under the heading  "Interests of Named Experts and Counsel." In giving
this consent,  we do not hereby admit that we are within the category of persons
whose consent is required  under Section 7 of the  Securities  Act, or the rules
and regulations of the Securities and Exchange Commission thereunder.

                                                  Very truly yours,

                                                  SNOW BECKER KRAUSS P.C.
EXHIBIT 23.2
                                                              ------------

        

                             GOLDSTEIN & GANZ, P.C.
                          Certified Public Accountants
                          98 Cuttermill Road, Suite 352
                           Great Neck, New York 11021

Sheldon M. Ganz, CPA
Martin A. Goldstein, CPA

October 10, 1997

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

Gentlemen:

     We hereby  consent  to the use of our  opinion  (dated , 1997 from the Form
10-KSB for the fiscal year end December 31, 1996) as herein described.

     This consent is in connection  with the  registration  statement  under the
Securities Act of 1993, as amended,  of 2,500,000 shares of your Common Stock to
be issued  pursuant  to  options  which  have been  granted  under a  Consulting
Agreement.

                                             Very truly yours,

                                             GOLDSTEIN & GANZ

Great Neck, New York
October 10, 1997