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

                                    FORM S-8
                             REGISTRATION STATEMENT
                        Under the Securities Act of 1933

                               JUNIPER GROUP, INC.
             (Exact Name of Registrant as Specified in its Charter)

       Nevada                                           11-286671
(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)

                      Amended Agreement for Consulting Services for 1998
                            (Full Title of the Plan)

                             1998 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     1,000,000 (1)          $1.50              $1,500,000             $454.54

Common Stock,
$.001 par value      90,000 shs(3)       $1.00(4)           $   90,000             $ 27.27
                                                            ----------             -------
                                Total                       $1,590,000             $481.81

-----------------------------
</TABLE>

(1)  Represents  options  granted or to be granted to the 1998 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  grantd to Terry S.  Klein in
     consideration  of  services  rendered  and  to be  rendered  pursuant  to a
     Consulting Agreement dated January 1, 1998, and amended December 30, 1998.

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

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents By Reference

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

(1)  The  Company's  Annual  Report on Form  10-KSB  for the  fiscal  year ended
     December 31, 1998;

(2)  The Company's Quarterly Report on Form 10-QSB for the fiscal quarter ended
     March 31, 1999;

(3)  The  description of the Company's  common stock,  par value $.001 per share
     (the "Common Stock"),  contained in the Company's Registration Statement on
     Form S-1 (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 - Securities registered under Section 12.

Item 5. Interests of Named Experts and Counsel.

     Snow Becker  Krauss  P.C.,  counsel to the Company,  hold 12,656  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

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




                                     II-2
<PAGE>

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

Item 7.  Exemption From Registration Claimed.

         Not Applicable.

Item 8.  Exhibits.

Exhibit No.    Description of Exhibit
-----------    ----------------------
4.1            1998 Stock Option Plan (the "Plan")

4.2            Form of Stock Option  Agreement  under the Plan between the
               Registrant and the holders of no-qualified stock options.

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

4.4            Consulting Agreement between the Registrant and Terry S.Klein
               dated January 1, 1998, amended December 30, 1998.

5.1            Opinion of Snow Becker Krauss.

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

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

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














                                      II-3


<PAGE>

Item 9.     Required Undertakings.

The undersigned Registrant hereby undertakes:

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

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

(ii) To  reflect  in the  prospectus  any  facts or  events  arising  after  the
     effective  date  of  the   registration   statement  (or  the  most  recent
     post-effective amendment thereof) which,  individually or in the aggregate,
     represents  a  fundamental  change  in the  information  set  forth  in the
     registration  statement.  Notwithstanding  the  foregoing,  any increase or
     decrease in the volume of securities  offered (if the total dollar value of
     securities  offered  would not exceed  that which was  registered)  and any
     deviation from the low or high end of the estimated  maximum offering range
     may be  reflected  in the form of a  prospectus  filed with the  commission
     pursuant to Rule 424(b),  if, in the  aggregate,  the changes in volume and
     price  represent  no more than 20 percent  change in the maximum  aggregate
     offering price set forth in the "Calculation of Registration Fee" table.


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

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

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

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

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














                                   II-4
<PAGE>

                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the Town of Great Neck, State of New York, on June ----, 1999.

                                          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 June----, 1999.

      Signature                              Title

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


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



/s/ Marvin Rostolder                     Director
----------------------
Marvin Rostolder



                                      II-5

<PAGE>


                                  EXHIBIT INDEX



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

4.1            1998 Stock Option Plan (the "Plan")

4.2            Form of Stock Option  Agreement  under the Plan between the
               Registrant and the holders of no-qualified stock options.

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

4.4            Consulting Agreement between the Registrant and Terry S.Klein
               dated January 1, 1998, amended December 30, 1998.

5.1            Opinion of Snow Becker Krauss.

23.1           Consent of Snow Becker Krauss (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.
                             1998 STOCK OPTION PLAN

1.  Purposes.

     The JUNIPER GROUP,  INC. 1998 STOCK OPTION PLAN (the "Plan") is intended to
provide the employees,  directors,  independent  contractors  and consultants of
Juniper Group, Inc. (the "Company") and/or any subsidiary or parent thereof with
an added incentive to commence and/or continue their services to the Company and
to induce them to exert their maximum efforts toward the Company's  success.  By
thus encouraging employees,  directors,  independent contractors and consultants
and promoting  their  continued  association  with the Company,  the Plan may be
expected  to benefit  the  Company  and its  stockholders.  The Plan  allows the
Company to grant Incentive Stock Options  ("ISOs") (as defined in Section 422(b)
of the Internal  Revenue Code of 1986,  as amended (the  "Code"),  Non-Qualified
Stock Options ("NQSOs") not intended to qualify under Section 422(b) of the Code
and Stock Appreciation Rights ("SARs") (collectively the "Options"). The vesting
of one or more  Options  granted  hereunder  may be based on the  attainment  of
specified  performance  goals  of  the  participant  or the  performance  of the
Company, one or more subsidiaries,  parent and/or division of one or more of the
above.

2.  Shares Subject to the Plan.

     The total number of shares of Common Stock of the Company,  $.001 par value
per share,  that may be subject to Options  granted  under the Plan shall be one
million  (1,000,000)  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
NQSOs in tandem with SARs may be granted from time to time under the Plan to one
or more employees of the Company,  Officers,  members of the Board of Directors,
independent contractors, consultants and other individuals who are not employees
of, but are involved in the  continuing  development  and success of the Company
and/or of a subsidiary  of the Company,  including  persons who have  previously
been granted Options under the Plan.

4.  Administration of the Plan.

     (a) The Plan shall be administered by the Board of Directors of the Company
as such  Board  of  Directors  may be  composed  from  time to  time  and/or  by
Compensation  Committee (the "Committee")  which shall be comprised of solely of
at  least  two  Outside  Directors  (as  such  term is  defined  in  regulations
promulgated  from time to time with  respect to Section  162(m)(4)(C)(i)  of the
Code) appointed by such Board of Directors of the Company.  As and to the extent
authorized by the Board of Directors of the Company,  the Committee may exercise
the power and authority vested in the Board of Directors under the Plan.  Within
the limits of the express  provisions  of the Plan,  the Board of  Directors  or
Committee  shall  have  the  authority,  in its  discretion,  to  determine  the
individuals to whom,  and the time or times at which,  Options shall be granted,
the character of such Options (whether ISOs,  NQSOs,  and/or SARs in tandem with
NQSOs, and/or SARs in tandem with ISOs) and the number of shares of Common Stock
to be subject to each  Option,  the  manner and form in which the  optionee  can
tender  payment upon the exercise of his Option,  and to interpret  the Plan, to
prescribe,  amend and rescind  rules and  regulations  relating to the Plan,  to
determine the terms and provisions of Option agreements that may be entered into
in  connection  with  Options  (which  need not be  identical),  subject  to the
limitation   that   agreements   granting  ISOs  must  be  consistent  with  the
requirements  for the ISOs being  qualified  as  "incentive  stock  options"  as
provided in Section 422 of the Code,  and to make all other  determinations  and
take all other  actions  necessary or advisable  for the  administration  of the
Plan. In making such determinations, the Board of Directors and/or the Committee
may take into account the nature of the services  rendered by such  individuals,
their present and potential  contributions  to the Company's  success,  and such
other factors as the Board of Directors and/or the Committee, in its discretion,
shall  deem   relevant.   The  Board  of  Directors'   and/or  the   Committee's
determinations on the matters referred to in this Paragraph shall be conclusive.
<PAGE>
     (b) Notwithstanding  anything contained herein to the contrary,  at anytime
during the period the Company's  Common Stock is registered  pursuant to Section
12(g) of the Securities Exchange Act of 1934 (the "1934 Act"), the Committee, if
one has been  appointed to  administer  all or part of the Plan,  shall have the
exclusive  right to grant Options to covered  employees as defined under Section
162(m)(3) of the Code (generally  persons subject to Section 16 of the 1934 Act)
and set forth the terms and conditions thereof.  With respect to persons subject
to Section 16 of the 1934 Act,  transactions under the Plan are intended, to the
extent  possible,  to comply with all  applicable  conditions of Rule 16b-3,  as
amended from time to time, (and its successor provisions, if any) under the 1934
Act and  Section  162(m)(4)(C)  of the  Code,  as  amended.  To the  extent  any
provision of the Plan or action by the Board of Directors or Committee  fails to
so comply,  it shall be deemed null and void, to the extent permitted by law and
deemed advisable by the Board of Directors and/or such Committee.

5.  Terms of Options.

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

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

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

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

     (d) In no event shall any Option  granted under the Plan have an expiration
date later than 10 years from the date of its  grant,  and all  Options  granted
under the Plan shall be subject to earlier  termination as expressly provided in
Paragraph 6 hereof.  If an ISO or an SAR in tandem with an ISO is granted to any
individual who, immediately before the ISO is granted, owns (directly or through
attribution)  more that 10% of the total combined voting power of all classes of
capital stock of the Company or of a subsidiary  or parent of the Company,  such
ISO shall by its terms expire and shall not be exercisable  after the expiration
of five (5) years from the date of its grant.
<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 in any of the first five
years of the Option,  if not  terminated  as  provided in Section 6 hereof.  The
Board of Directors or the Committee,  if applicable,  shall,  in the event it so
elects  in its  sole  discretion,  set one or more  performance  standards  with
respect  to one or  more  Options  upon  which  vesting  is  conditioned  (which
performance standards may vary among the Options).

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

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

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

     (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 450,000
shares of Common  Stock during any calendar  year period  (giving  effect to the
1:50 reverse stock split that occurred on May 18, 1998); provided, however, that
the  limitation set forth in this Section 5(l) shall be subject to adjustment as
provided in Section 8 herein.

6.  Death or Termination of Employment/Consulting Relationship.

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

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

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

     (d)  Except  as  otherwise  determined  by the  Board of  Directors  or the
Committee in its sole  discretion,  an Option may not be  exercised  pursuant to
this  Paragraph 6 except to the extent that the holder was  entitled to exercise
the Option at the time of termination of employment,  consulting relationship or
death, and in any event may not be exercised after the original  expiration date
of the Option.  Notwithstanding  anything  contained  herein which may be to the
contrary,  such  termination or death prior to vesting shall,  unless  otherwise
determined by the Board of Directors or Committee,  in its sole  discretion,  be
deemed to occur at a time the holder was not entitled to exercise the Option.
<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.  No  adjustment  shall be made  with  respect  to stock
dividends or splits which do not exceed 5% in a fiscal year,  cash  dividends or
the  issuance  to share  holders  of the  Grantor  or  rights to  subscribe  for
additional shares of Common Stock or other securities.

9. Further Conditions of Exercise.

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

     (b) The  Company  shall not be  obligated  to deliver  any shares of Common
Stock  until  they have been  listed on each  securities  exchange  on which the
shares of Common Stock may then be listed or until there has been  qualification
under or compliance with such state or federal laws, rules or regulations as the
Company may deem applicable.
<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.
<PAGE>
                                                            Exhibit 4.2
                                                            -----------


                      NON-QUALIFIED STOCK OPTION AGREEMENT


     AGREEMENT made as of the 4th day of January,  1999, by and between  Juniper
Group, Inc. Inc., a Nevada  corporation,  having its principal executive offices
at 111 Great  Neck  Road,  Suite  604,  Great  Neck,  NY 11021  (the  "Grantor")
----------- and , with an address at ------------------- ("Optionee").

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

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

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

         1.       Option.

     Pursuant  to its 1998 Stock  Option  Plan,  as amended  (the  "Plan"),  the
Grantor hereby grants to Optionee a non-qualified  stock option (not intended to
qualify as an  incentive  stock  option plan under  Section 422 of the  Internal
Revenue  Code of 1986,  as amended) to purchase up to an aggregate of fully paid
and non-assessable shares of Common Stock of the Grantor (the "Shares"), subject
to the terms and conditions set forth below.

         2.       Purchase Price.

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

         3.       Exercise of Option.

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

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

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

          X =      Y(A-B)
                     A

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

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

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

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

         4.      Option and Employment.

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

         5.      Divisibility and Non-Assignability of the Options.

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

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

         6.      Stock as Investment.

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

         7.      Restriction on Issuance of Shares.

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

         8.      Adjustments; Merger or Consolidation

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

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

         9.      No Rights in Option Stock.

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

         10.     Binding Effect.

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

         11.     Notice.

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

         12.     Agreement Subject to Plan.

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

         13.     Miscellaneous.

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

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

                                JUNIPER GROUP, INC.


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

ACCEPTED AND AGREED TO:



<PAGE>
                                  EXHIBIT "A"


                               EXERCISE OF OPTION
                                       TO
                                 PURCHASE SHARES


TO:        Juniper Group, Inc.

          The undersigned hereby exercises the within Option for the purchase of
     shares  according to the terms and  conditions  thereof and herewith  makes
     payment of the exercise  price in full in accordance  with the terms of the
     Non-Qualified Stock Option Agreement, dated as of January --, 1998, between
     Juniper Group, Inc. and the undersigned. The undersigned is purchasing such
     shares  for  investment  purposes  only  and not with a view to the sale or
     distribution  thereof,  unless such  distribution  is registered  under the
     Securities Act of 1933, as amended.  Kindly issue the  certificate for such
     shares in accordance with the instructions given below.


                                                      Signature


Social Security or Taxpayer I.D. Number:

Instructions for issuance of stock:


Name


Street                City                               State    Zip Code
<PAGE>
                                                       EXHIBIT 4.3
                                                       -----------


                             STOCK OPTION AGREEMENT


                               Grant of options to
                         _____________ (the "Optionee")

                                    under the

             Juniper Group, Inc. 1998 Stock Option Plan (the "Plan")
           as adopted on December 30, 1998 by the Board of Directors,
                        and approved by the shareholders




                             The Purpose of the Plan

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

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

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

     NOW, THEREFORE, in consideration of the promises of the Optionee to provide
services  as an  employee to the Grantor and help it achieve the goals set forth
herein and for other good and valuable consideration,  the Grantor hereby grants
the  Optionee  options to purchase  Common Stock of the Grantor on the terms and
conditions set forth in this Agreement made as of this __th day of ____, 1999 by
and between Grantor, a Nevada corporation having its principal place of business
at 111 Great Neck Road,  Suite 604, Great Neck, New York 11021 and the Optionee,
residing at _____________________________

                 1.  Option.

     Pursuant to the Plan,  the Grantor  hereby grants to the Optionee an Option
to purchase, at any time prior to 5:00 p.m. New York time on ________,  2001, up
to ( ) fully paid and non-assessable  shares of the Common Stock of the Grantor,
par  value  $.00l  per  share,  subject  to the  terms  and  conditions  of this
Agreement, including the conditions for vesting set forth in Section 3(b).


                 2.  Purchase Price.

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

                 3.      Exercise of Option.

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

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

( ) shares become vested on _______, 1999.

               4.  Option Conditioned on Continued Consulting Relationship.

     If Optionee's employment  relationship with Grantor shall terminate for any
reason,  any option granted to the Optionee hereunder which has not vested shall
immediately expire.
<PAGE>
                 5.      Divisibility and Non-Assignability of the Options.

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

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

                 6.      Stock as Investment

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

                    7.       Restriction on Issuance of Shares.

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

                 8.        Tax Withholding

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

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

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

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

     (c) Any  adjustment  in the number of shares of Common  Stock  shall  apply
proportionately  to  only  the  unexercised   portion  of  the  Options  granted
hereunder.  If  fractions  of shares of Common  Stock would result from any such
adjustment,  the adjustment  shall be revised to the next higher whole number of
shares of Common  Stock,  so long as such increase does not result in the holder
of the  option  being  deemed to own more than 5% of the total  combined  voting
power or value of all classes of stock of the Grantor or its subsidiaries.
<PAGE>
                 10.       No Rights in Option Stock.

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

                 11.       Effect Upon Employment.

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

                 12.       Binding Effect

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

                 13.      Agreement Subject to Plan.

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

                    14.      Miscellaneous

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



     IN WITNESS  WHEREOF,  the parties have executed this Agreement as of the th
day of , 1999.


JUNIPER GROUP, INC.




By:



AGREED TO AND ACCEPTED:
<PAGE>

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


                              CONSULTING AGREEMENT

     This Consulting Agreement is made effective this 1st day of January,  1998,
by and between Terry S. Klein ("Consultant"),  an individual located at 500 East
77th Street,  New York, New York 10162, and JUNIPER GROUP,  INC.  ("Client"),  a
Nevada corporation,  with offices at: 111 Great Neck Road, Suite 604, Great Neck
11021.

                                    PREMISES

     A. Client is engaged in the business of securing the services of healthcare
professionals,  hospitals and medical  provider  networks in various  healthcare
disciplines through its various subsidiaries and affiliated companies.

     B. Consultant is engaged in the business of securing  physician  practices,
MSOs and  hospitals  to utilize  Client's  ancillary  services  and managed care
revenue enhancement products and services.

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

                                    AGREEMENT

     NOW  THEREFORE,  in  consideration  of the mutual  promises,  covenants and
agreements contained herein, and for other good and valuable consideration,  the
receipt and adequacy of which is expressly  acknowledged,  Client and Consultant
agree as follows:

         1.       Engagement of Consultant

          Client hereby retains Consultant to perform the following services:

     A.   To market Client's revenue enhancement products and ancillary services
          to physician practices management  organizations,  MSOs, hospitals and
          stand alone physician practices.

         2.       Compensation.

     A.   As  compensation  for  the  Consulting  Services,   Client  shall  pay
          Consultant :

          (    i) Client shall pay Consultant monthly  compensation of $3,750 in
               cash for the term of this Agreement

                                       or

          (    ii) Client shall pay Consultant monthly, after the Consultant has
               rendered  the  Consulting   Services  for  that  month,  with  an
               irrevocable option to purchase up to three thousand seven hundred
               and fifty  ($3,750)  dollars in value of Juniper's  Common Stock,
               par value $0.001 per share.  The number of shares  issued in each
               monthly  option shall be determined  by dividing  $3,750 by fifty
               percent  (50%) of the  average 30 day trading  price  immediately
               preceding the issuance of the option.  The term of this option to
               purchase shares of Juniper's  Common Stock shall be in full force
               for a period of five (5) years  from the date of this  Agreement.
               If termination occurs for any reason, Consultant's option remains
               in effect through last date of service.

     B.   Consultant  shall  receive a ten (10%) percent  commission  fee of all
          cash collected  which is directly  derived from the sales efforts made
          by  Consultant.  However,  this ten (10%)  percent  fee shall  only be
          available to Consultant  after Client recoups all its initial  monthly
          compensation of fees paid to date to Consultant which shall accrue.

     C.   Consultant  shall  exercise  options by  delivering  the option price,
          along with the executed  Investment Letter annexed hereto as Exhibit A
          to Client.  Consultant  will release such funds due him to Client upon
          execution of the Investment  Letter and Juniper shall make delivery of
          Certificates  representing  the  number  of  shares  of  common  stock
          exercised.
<PAGE>
     D.   The granting of the share purchase rights are being made pursuant to a
          resolution  adopted by the Board of  Directors of Juniper on even date
          herewith,  which specified that Consultant is to receive the rights to
          purchase shares in the manner set forth herein.

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

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

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

         3.       Person Entitled to Exercise.

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

         4.       Term of Agreement, Extensions and Renewals.

     This Agreement  shall have an initial term of thirty (30) months (the "Term
of Agreement") from the date hereon, and shall terminate on June 30, 2000.

         5.       Termination of Agreement by the Client.

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

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

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

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

     D.   Termination  of  Client's  Business.  Client's  bona fide  decision to
          terminate its business and liquidate its assets.

     E.   Merger on Consolidation. The merger or consolidation of Client.
<PAGE>
         6.        Restrictive Covenants: Non-Circumvention:

         6.1      Covenant of Nondisclosure of Confidential Information.

          (a) Both  Client  and  Consultant  acknowledge  that the  confidential
     proprietary  information,  including  but not  limited to  customer  lists,
     financial information,  contacts, customer policies,  intellectual property
     and  production   processes  used  in  each  party's  business  is  secret,
     confidential,  unique, and valuable and that it was developed by that party
     over a long period of time, at great cost, and that  disclosure of any item
     of confidential proprietary information to anyone other than either party's
     officers,  agents or authorized  employees will cause  irreparable  injury.
     Consultant  will not  disclose  to any person or entity not  authorized  in
     writing by Client,  directly or  indirectly,  any of Client's  confidential
     proprietary  information  and  Client  will not  disclose  to any person or
     entity not authorized in writing by Consultant, directly or indirectly, any
     of Consultant's  confidential proprietary  information.  This covenant will
     survive the termination of this Agreement.

          (b)   Notwithstanding   the  foregoing,   either  party  may  disclose
     confidential  information  of the other  party if  required to do so by (i)
     subpoena,  which has not been quashed as provided in Paragraph 6.1(c); (ii)
     order of any court or governmental  authority (from which no further appeal
     may be taken as provided in  Paragraph  6.1; or (iii) if in the  reasonable
     opinion of the disclosing  party's counsel,  failure or refusal to disclose
     the confidential information would result in criminal or civil penalties.

          (c) The disclosing  party shall,  prior to disclosing any confidential
     information  as set forth in Paragraph 6.1 (b),  afford the other party the
     reasonable  opportunity to (i) quash the subpoena or (ii) appeal the order,
     requiring the disclosure of the confidential  information,  as the case may
     be.

          6.2 In the  event  of a  breach  of any  of  the  provisions  of  this
     Paragraph 6 by either party,  in addition to all other  remedies as allowed
     by law, the other party shall be entitled to an  accounting  and payment of
     all  profits  realized  as a result  of any such  violation,  consequential
     damages and in addition,  as a matter of right, to injunctive relief in any
     court of competent  jurisdiction,  all of which  remedies the injured party
     shall be entitled to pursue simultaneously and cumulatively.

         7.       Best Efforts Basis.

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

         8.       Client's Rights to Approve Transactions.

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

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

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

         10.      Costs and Expenses.

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

     Notwithstanding  anything to the contrary  contained  herein,  Client shall
have the right to direct the work to be performed by Consultant hereunder on any
matter.  In  addition,  Client  shall  have the  right,  at any time,  to direct
Consultant  to cease work or abandon  its  efforts on  Client's  behalf,  and to
refrain  from  commencing  any new  work or  providing  any  further  Consulting
Services  hereunder.  If at any time  Client  directs  Consultant  to stop work,
Consultant shall retain all rights to exercise any remaining Option Shares which
have then been issued. 12. Non-exclusive Services.

          12.    Non-Exclusive Services

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

         13.      All Prior Agreements Terminated.

     This Agreement  constitutes  the entire  understanding  of the parties with
respect to the  engagement of Consultant,  and all prior  agreement with respect
thereto are hereby terminated and shall be of no force or effect.

         14.      Representations and Warranties of Client.

         Client hereby represents and warrants to Consultant that:

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

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

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

         15.      Representations and Warranties of Consultant.

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

          B. Inside Information Securities Laws Violations. In the course of the
     performance of her duties, consultant may become aware of information which
     may  considered  "inside  information"  within the  meaning of the  Federal
     Securities Laws, Rules and Regulations.  Consultant  acknowledges  that her
     use of such  information to purchase or sell  securities of client,  or its
     affiliates,  or to transmit such information to any other party with a view
     to buy,  sell, or otherwise deal in Client's  securities,  is prohibited by
     law and would constitute a breach of this Agreement and notwithstanding the
     provisions of this Agreement,  will result in the immediate  termination of
     the Options.
<PAGE>
          C. No Restrictions. There is no pending or threatened suit, action, or
     legal,  administrative  arbitration  or  other  proceeding  of claim by any
     governmental agency, whether federal, state, local or foreign,  against the
     Consultant or any  individual or entity which the Consultant  controls,  is
     controlled by, or is under common control with, which  adversely,  or might
     adversely,  effect the (i) Consultant's ability to provide the services set
     forth herein; or (ii) the Company.

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

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

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

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

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

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

         16.      Consultant is Not an Agent or Employee.

     Consultant's  obligations  under  this  Agreement  consist  solely  of  the
Consulting Services described herein. In no event shall Consultant be considered
as the  employee or agent of Client or otherwise  represent or bind Client.  For
purposes of this Agreement,  Consultant is an independent contractor.  All final
decisions with respect to acts of Client or its affiliates,  whether or not made
pursuant to, or in reliance on,  information  or advice  furnished by Consultant
hereunder,  shall be those of Client or such  affiliates,  and consultant  shall
under no  circumstances  be liable for any expense  incurred or loss suffered by
Client as a consequence of such action or decisions.

         17.      Miscellaneous.

          A. Authority. The execution and performance of this Agreement has been
     duly  authorized  by  all  requisite   corporate  action.   This  Agreement
     constitutes a valid and binding obligation of the parties hereto.

          B.  Amendment.  This  Agreement may be amended or modified at any time
     and in any manner,  but only by an  instrument  in writing  executed by the
     parties hereto.
<PAGE>
          C.  Waiver.  All the rights and  remedies  of either  party under this
     Agreement  are  cumulative  and are not  exclusive  of any other rights and
     remedies  provided by law. No delay or failure on the part of either  party
     in the  exercise  of any  right or  remedy  arising  from a breach  of this
     Agreement  shall  operate  as a waiver  of any  subsequent  right or remedy
     arising  from a  subsequent  breach of this  Agreement.  The consent of any
     party where required hereunder to any act or occurrence shall not be deemed
     to be a consent to any other act of occurrence.

         D.       Assignment:

                    ( i) Neither party to this Agreement  shall assign any right
               created by it without the prior written consent of the other;

                    (ii) Nothing in this  Agreement,  expressed  or implied,  is
               intended to confer  upon any  person,  other than the parties and
               their successors, any rights or remedies under this Agreement.

         E. Notices. Any notice or other communication required or permitted by
     this  Agreement must be in writing and shall be deemed to be properly given
     when  delivered in person to an officer of the other party,  when deposited
     in the United States mails for  transmittal by certified or registered mail
     postage  prepaid,  or when  deposited with a public  telegraph  company for
     transmittal  or when  sent by  facsimile  transmission,  charges  prepared,
     provided that the communication is addressed:

                  ( i)     In the case of the Consultant to:

                           Terry S. Klein
                           500 East 77th Street
                           New York, New York  10162

                  (ii)     In the case of Client to:

                           Juniper Group, Inc.
                           111 Great Neck Road
                           Suite 604
                           Great Neck, NY  11021

          or to such  other  person or  address  designated  by the  parties  to
     receive notice.

          F.  Headings and  Captions.  The headings of  paragraphs  are included
     solely for  convenience.  If a conflict  exists between any heading and the
     text of this Agreement, the text shall control.

          G.  Entire  Agreement.  This  instrument  and  the  exhibits  to  this
     instrument contain the entire Agreement between the parties with respect to
     the transaction  contemplated  by the Agreement.  It may be executed in any
     number of  counterparts,  but the  aggregate of the  counterparts  together
     constitute only one and the same instrument.

          H. Effect of Partial Invalidity.  In the event that any one or more of
     the provisions  contained in this Agreement shall for any reason be held to
     be invalid,  illegal or  unenforceable  in any  respect,  such  invalidity,
     illegality  or  unenforceability  shall not affect any other  provisions of
     this  Agreement,  but this  Agreement  shall be constructed as if its never
     contained any such invalid, illegal or unenforceable provisions.

          I. Controlling Law. The validity,  interpretation,  and performance of
     this Agreement  shall be controlled by and construed  under the laws of the
     State of New York,  County of Nassau,  the state in which this Agreement is
     being executed.

          J.  Attorney's  Fees. If any action at law or in equity,  including an
     action for  declaratory  relief,  is brought  to enforce or  interpret  the
     provisions of this  Agreement,  the  prevailing  party shall be entitled to
     recover actual  attorney's  fees from the other party.  The attorney's fees
     may be ordered by the court in the trial of any  action  described  in this
     paragraph or may be enforced in a separate  action brought for  determining
     attorney's fees.
<PAGE>
          K. Mutual  Cooperation.  The parties hereto shall  cooperate with each
     other to achieve  this  purpose of this  Agreement  and shall  execute such
     other and further  documents and take such other and further actions as may
     be necessary or convenient to effect the transactions described herein.

          L.  Further  Actions.  At any time and from time to time,  each  party
     agrees, at its or their expense, to take actions and to execute and deliver
     documents as may be reasonably necessary to effectuate the purposes of this
     Agreement.

          M. Indemnification.  Client and Consultant agree to indemnify,  defend
     and hold each other harmless from and against all demands, claims, actions,
     losses,  damages,  liabilities,   costs  and  expenses,  including  without
     limitation,  interest,  penalties and attorney's fees and expenses asserted
     against or imposed or incurred by either  party by reason of, or  resulting
     from,  a breach of any  representation,  warranty,  covenant,  condition or
     agreement of the other party to this Agreement.

          N. No Third Part Beneficiary.  Nothing in this Agreement, expressed or
     implied,  is intended  to confer  upon any  person,  other than the parties
     hereto, and their successors,  any rights or remedies under or by reason of
     this Agreement, unless this Agreement specifically states such intent.

          O.  Facsimile  Counterparts.  If a  party  signs  this  Agreement  and
     transmits an electronic facsimile of the signature page to the other party,
     the party  who  receives  the  transmission  may rely  upon the  electronic
     facsimile as a signed original of this Agreement.

          IN WITNESS  WHEREOF,  the parties have executed this  Agreement on the
     date herein above written.


CONSULTANT:                                 CLIENT:

TERRY S. KLEIN                              JUNIPER GROUP, INC.



/s/ Terry S. Klein                          /s/ Vlado P. Hreljanovic
-------------------------                   ------------------------
Terry S. Klein                              Vlado P. Hreljanovic
                                            Chairman of the Board
                                            CEO & President
<PAGE>

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


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

Re: Registration  Statement on Form S-8 Relating to 1,090,000 Shares of Common
Stock,  Par Value $. 001 Per Share,  of Juniper  Group,  Inc.  Issuable under an
Agreement for Consulting Services.

Gentlemen:

     We  are  counsel  to  Juniper  Group,   Inc.,  a  Nevada  corporation  (the
"Company"), in connection with the filing by the Company with the Securities and
Exchange  Commission  pursuant to the  Securities  Act of 1933,  as amended (the
"Securities  Act"), of a registration  statement on Form S-8 (the  "Registration
Statement")  relating to 165,000 shares (the  "Shares") of the Company's  common
stock,  par value $. 001 per  share  (the  "Common  Stock"),  issuable  upon the
exercise of options granted pursuant to an Agreement for Consulting Services.

     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 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  granted  hereunder  have been
duly  and  validly  authorized  and,  when  the  Shares  have  been  paid for in
accordance with the terms of the Plan and certificates  therefore have been duly
executed and delivered,  such Shares will be duly and validly issued, fully paid
and non-assessable.

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

                                                  Very truly yours,



                                                  Snow Becker Krauss


<PAGE>

                                                              EXHIBIT 23.2
                                                          ------------


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



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


     We hereby  consent to the  incorporation  by reference in the  Registration
Statement on Form S-8, dated June ______,  1999, of Juniper  Group,  Inc. of our
report dated March 30, 1999, appearing on Page F-2 of Form 10-KSB for the fiscal
year ended December 31, 1998.


     This consent is in connection  with the  Registration  Statement  under the
Securities Act of 1933, as  amended,1,090,000  shares of Common Stock. par value
$.001 per share,  of Juniper  Group,  Inc.,  issuable  under two  agreements for
consulting services.


                                             GOLDSTEIN & GANZ, P.C.





Great Neck, New York
June ----, 1999
[{"type": "S-8", "sequence": "1", "description": "JUNIPER GROUP, INC.", "secsgml_size_bytes": 102292}]
{"company-data": {"conformed-name": "JUNIPER GROUP INC", "cik": "0000864921", "assigned-sic": "6411", "irs-number": "112866771", "state-of-incorporation": "NY", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-81487", "film-number": "99651741"}, "business-address": {"street1": "111 GREAT NECK RD STE 604", "city": "GREAT NECK", "state": "NY", "zip": "11021", "phone": "5168294670"}, "mail-address": {"street1": "111 GREAT NECK ROAD", "street2": "STE 604", "city": "GREAT NECK", "state": "NY", "zip": "11021"}, "former-company": {"former-conformed-name": "JUNIPER FEATURES LTD", "date-changed": "19930328"}}
As filed with the Securities and Exchange Commission on _________________
  Registration No. 33-
-------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                        Under the Securities Act of 1933

                               JUNIPER GROUP, INC.
             (Exact Name of Registrant as Specified in its Charter)

       Nevada                                           11-286671
(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)

                      Amended Agreement for Consulting Services for 1998
                            (Full Title of the Plan)

                             1998 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     1,000,000 (1)          $1.50              $1,500,000             $454.54

Common Stock,
$.001 par value      90,000 shs(3)       $1.00(4)           $   90,000             $ 27.27
                                                            ----------             -------
                                Total                       $1,590,000             $481.81

-----------------------------
(1)  Represents  options  granted or to be granted to the 1998 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  grantd to Terry S.  Klein in
     consideration  of  services  rendered  and  to be  rendered  pursuant  to a
     Consulting Agreement dated January 1, 1998, and amended December 30, 1998.

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

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents By Reference

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

(1)  The  Company's  Annual  Report on Form  10-KSB  for the  fiscal  year ended
     December 31, 1998;

(2)  The Company's Quarterly Report on Form 10-QSB for the fiscal quarter ended
     March 31, 1999;

(3)  The  description of the Company's  common stock,  par value $.001 per share
     (the "Common Stock"),  contained in the Company's Registration Statement on
     Form S-1 (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 - Securities registered under Section 12.

Item 5. Interests of Named Experts and Counsel.

     Snow Becker  Krauss  P.C.,  counsel to the Company,  hold 12,656  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

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

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

Item 7.  Exemption From Registration Claimed.

         Not Applicable.

Item 8.  Exhibits.

Exhibit No.    Description of Exhibit
-----------    ----------------------
4.1            1998 Stock Option Plan (the "Plan")

4.2            Form of Stock Option  Agreement  under the Plan between the
               Registrant and the holders of no-qualified stock options.

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

4.4            Consulting Agreement between the Registrant and Terry S.Klein
               dated January 1, 1998, amended December 30, 1998.

5.1            Opinion of Snow Becker Krauss.

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

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

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

                                      II-3
Item 9.     Required Undertakings.

The undersigned Registrant hereby undertakes:

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

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

(ii) To  reflect  in the  prospectus  any  facts or  events  arising  after  the
     effective  date  of  the   registration   statement  (or  the  most  recent
     post-effective amendment thereof) which,  individually or in the aggregate,
     represents  a  fundamental  change  in the  information  set  forth  in the
     registration  statement.  Notwithstanding  the  foregoing,  any increase or
     decrease in the volume of securities  offered (if the total dollar value of
     securities  offered  would not exceed  that which was  registered)  and any
     deviation from the low or high end of the estimated  maximum offering range
     may be  reflected  in the form of a  prospectus  filed with the  commission
     pursuant to Rule 424(b),  if, in the  aggregate,  the changes in volume and
     price  represent  no more than 20 percent  change in the maximum  aggregate
     offering price set forth in the "Calculation of Registration Fee" table.

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

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

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

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

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

                                   II-4
SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the Town of Great Neck, State of New York, on June ----, 1999.

                                          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 June----, 1999.

      Signature                              Title

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

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

/s/ Marvin Rostolder                     Director
----------------------
Marvin Rostolder

                                      II-5
EXHIBIT INDEX

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

4.1            1998 Stock Option Plan (the "Plan")

4.2            Form of Stock Option  Agreement  under the Plan between the
               Registrant and the holders of no-qualified stock options.

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

4.4            Consulting Agreement between the Registrant and Terry S.Klein
               dated January 1, 1998, amended December 30, 1998.

5.1            Opinion of Snow Becker Krauss.

23.1           Consent of Snow Becker Krauss (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.
                             1998 STOCK OPTION PLAN

1.  Purposes.

     The JUNIPER GROUP,  INC. 1998 STOCK OPTION PLAN (the "Plan") is intended to
provide the employees,  directors,  independent  contractors  and consultants of
Juniper Group, Inc. (the "Company") and/or any subsidiary or parent thereof with
an added incentive to commence and/or continue their services to the Company and
to induce them to exert their maximum efforts toward the Company's  success.  By
thus encouraging employees,  directors,  independent contractors and consultants
and promoting  their  continued  association  with the Company,  the Plan may be
expected  to benefit  the  Company  and its  stockholders.  The Plan  allows the
Company to grant Incentive Stock Options  ("ISOs") (as defined in Section 422(b)
of the Internal  Revenue Code of 1986,  as amended (the  "Code"),  Non-Qualified
Stock Options ("NQSOs") not intended to qualify under Section 422(b) of the Code
and Stock Appreciation Rights ("SARs") (collectively the "Options"). The vesting
of one or more  Options  granted  hereunder  may be based on the  attainment  of
specified  performance  goals  of  the  participant  or the  performance  of the
Company, one or more subsidiaries,  parent and/or division of one or more of the
above.

2.  Shares Subject to the Plan.

     The total number of shares of Common Stock of the Company,  $.001 par value
per share,  that may be subject to Options  granted  under the Plan shall be one
million  (1,000,000)  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
NQSOs in tandem with SARs may be granted from time to time under the Plan to one
or more employees of the Company,  Officers,  members of the Board of Directors,
independent contractors, consultants and other individuals who are not employees
of, but are involved in the  continuing  development  and success of the Company
and/or of a subsidiary  of the Company,  including  persons who have  previously
been granted Options under the Plan.

4.  Administration of the Plan.

     (a) The Plan shall be administered by the Board of Directors of the Company
as such  Board  of  Directors  may be  composed  from  time to  time  and/or  by
Compensation  Committee (the "Committee")  which shall be comprised of solely of
at  least  two  Outside  Directors  (as  such  term is  defined  in  regulations
promulgated  from time to time with  respect to Section  162(m)(4)(C)(i)  of the
Code) appointed by such Board of Directors of the Company.  As and to the extent
authorized by the Board of Directors of the Company,  the Committee may exercise
the power and authority vested in the Board of Directors under the Plan.  Within
the limits of the express  provisions  of the Plan,  the Board of  Directors  or
Committee  shall  have  the  authority,  in its  discretion,  to  determine  the
individuals to whom,  and the time or times at which,  Options shall be granted,
the character of such Options (whether ISOs,  NQSOs,  and/or SARs in tandem with
NQSOs, and/or SARs in tandem with ISOs) and the number of shares of Common Stock
to be subject to each  Option,  the  manner and form in which the  optionee  can
tender  payment upon the exercise of his Option,  and to interpret  the Plan, to
prescribe,  amend and rescind  rules and  regulations  relating to the Plan,  to
determine the terms and provisions of Option agreements that may be entered into
in  connection  with  Options  (which  need not be  identical),  subject  to the
limitation   that   agreements   granting  ISOs  must  be  consistent  with  the
requirements  for the ISOs being  qualified  as  "incentive  stock  options"  as
provided in Section 422 of the Code,  and to make all other  determinations  and
take all other  actions  necessary or advisable  for the  administration  of the
Plan. In making such determinations, the Board of Directors and/or the Committee
may take into account the nature of the services  rendered by such  individuals,
their present and potential  contributions  to the Company's  success,  and such
other factors as the Board of Directors and/or the Committee, in its discretion,
shall  deem   relevant.   The  Board  of  Directors'   and/or  the   Committee's
determinations on the matters referred to in this Paragraph shall be conclusive.
(b) Notwithstanding  anything contained herein to the contrary,  at anytime
during the period the Company's  Common Stock is registered  pursuant to Section
12(g) of the Securities Exchange Act of 1934 (the "1934 Act"), the Committee, if
one has been  appointed to  administer  all or part of the Plan,  shall have the
exclusive  right to grant Options to covered  employees as defined under Section
162(m)(3) of the Code (generally  persons subject to Section 16 of the 1934 Act)
and set forth the terms and conditions thereof.  With respect to persons subject
to Section 16 of the 1934 Act,  transactions under the Plan are intended, to the
extent  possible,  to comply with all  applicable  conditions of Rule 16b-3,  as
amended from time to time, (and its successor provisions, if any) under the 1934
Act and  Section  162(m)(4)(C)  of the  Code,  as  amended.  To the  extent  any
provision of the Plan or action by the Board of Directors or Committee  fails to
so comply,  it shall be deemed null and void, to the extent permitted by law and
deemed advisable by the Board of Directors and/or such Committee.

5.  Terms of Options.

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

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

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

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

     (d) In no event shall any Option  granted under the Plan have an expiration
date later than 10 years from the date of its  grant,  and all  Options  granted
under the Plan shall be subject to earlier  termination as expressly provided in
Paragraph 6 hereof.  If an ISO or an SAR in tandem with an ISO is granted to any
individual who, immediately before the ISO is granted, owns (directly or through
attribution)  more that 10% of the total combined voting power of all classes of
capital stock of the Company or of a subsidiary  or parent of the Company,  such
ISO shall by its terms expire and shall not be exercisable  after the expiration
of five (5) years from the date of its grant.
(e) An SAR may be exercised  at any time during the exercise  period of the
ISO or NQSO with which it is granted in tandem and prior to the exercise of such
ISO or NQSO.  Notwithstanding  the foregoing,  the Board of Directors and/or the
Committee  shall in their  discretion  determine from time to time the terms and
conditions of SAR's to be granted, which terms may vary from the afore-described
conditions,  and  which  terms  shall be set  forth in a  written  stock  option
agreement  evidencing  the SAR  granted  in  tandem  with the ISO or  NQSO.  The
exercise  of an SAR  granted  in tandem  with an ISO or NQSO  shall be deemed to
cancel such number of shares subject to the  unexercised  Option as were subject
to the exercised SAR. The Board of Directors or the Committee has the discretion
to alter the terms of the SARS if  necessary  to comply  with  Federal  or state
securities law. Amounts to be paid by the Company in connection with an SAR may,
in the  Board of  Director's  or the  Committee's  discretion,  be made in cash,
Common Stock or a combination thereof.

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

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

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

     (i) All ISOs or SARs in tandem with ISOs  granted  under the Plan shall not
be transferable  otherwise than by will or the laws of descent and  distribution
and may be  exercised  during the  lifetime  of the holder  thereof  only by the
holder.  The Board or the Committee,  in its sole  discretion,  shall  determine
whether  an  Option  other  than an ISO or SAR in  tandem  with an ISO  shall be
transferable.  No Option  granted  under the Plan shall be subject to execution,
attachment or other process.
(j) The aggregate  fair market value,  determined as of the time any ISO or
SAR in  tandem  with  an ISO is  granted  and  in  the  manner  provided  for by
Subparagraph (b) of this Paragraph 5, of the shares of Common Stock with respect
to which ISOs granted under the Plan are  exercisable  for the first time during
any  calendar  year and under  incentive  stock  options  qualifying  as such in
accordance  with Section 422 of the Code granted under any other incentive stock
option plan maintained by the Company or its parent or subsidiary  corporations,
shall not exceed  $100,000.  Any grant of Options in excess of such amount shall
be deemed a grant of a NQSO.

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

     (l) In no event shall an employee be granted  Options for more than 450,000
shares of Common  Stock during any calendar  year period  (giving  effect to the
1:50 reverse stock split that occurred on May 18, 1998); provided, however, that
the  limitation set forth in this Section 5(l) shall be subject to adjustment as
provided in Section 8 herein.

6.  Death or Termination of Employment/Consulting Relationship.

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

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

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

     (d)  Except  as  otherwise  determined  by the  Board of  Directors  or the
Committee in its sole  discretion,  an Option may not be  exercised  pursuant to
this  Paragraph 6 except to the extent that the holder was  entitled to exercise
the Option at the time of termination of employment,  consulting relationship or
death, and in any event may not be exercised after the original  expiration date
of the Option.  Notwithstanding  anything  contained  herein which may be to the
contrary,  such  termination or death prior to vesting shall,  unless  otherwise
determined by the Board of Directors or Committee,  in its sole  discretion,  be
deemed to occur at a time the holder was not entitled to exercise the Option.
(e) The Board of Directors or the Committee, in its sole discretion, may at
such time or times as it deems appropriate,  if ever,  accelerate all or part of
the vesting  provisions  with respect to one or more  outstanding  options.  The
acceleration  of  one  Option  shall  not  infer  that  any  Option  is or to be
accelerated.

7.  Leave of Absence.

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

8.  Adjustment Upon Changes in Capitalization.

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

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

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

9. Further Conditions of Exercise.

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

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

10.  Termination, Modification and Amendment.

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

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

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

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

11.  Effective Date of the Plan.

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

12.  Not a Contract of Employment.

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

13.  Other Compensation Plans.

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

                      NON-QUALIFIED STOCK OPTION AGREEMENT

     AGREEMENT made as of the 4th day of January,  1999, by and between  Juniper
Group, Inc. Inc., a Nevada  corporation,  having its principal executive offices
at 111 Great  Neck  Road,  Suite  604,  Great  Neck,  NY 11021  (the  "Grantor")
----------- and , with an address at ------------------- ("Optionee").

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

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

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

         1.       Option.

     Pursuant  to its 1998 Stock  Option  Plan,  as amended  (the  "Plan"),  the
Grantor hereby grants to Optionee a non-qualified  stock option (not intended to
qualify as an  incentive  stock  option plan under  Section 422 of the  Internal
Revenue  Code of 1986,  as amended) to purchase up to an aggregate of fully paid
and non-assessable shares of Common Stock of the Grantor (the "Shares"), subject
to the terms and conditions set forth below.

         2.       Purchase Price.

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

         3.       Exercise of Option.

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

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

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

          X =      Y(A-B)
                     A

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

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

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

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

         4.      Option and Employment.

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

         5.      Divisibility and Non-Assignability of the Options.

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

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

         6.      Stock as Investment.

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

         7.      Restriction on Issuance of Shares.

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

         8.      Adjustments; Merger or Consolidation

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

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

         9.      No Rights in Option Stock.

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

         10.     Binding Effect.

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

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

         12.     Agreement Subject to Plan.

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

         13.     Miscellaneous.

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

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

                                JUNIPER GROUP, INC.

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

ACCEPTED AND AGREED TO:
EXHIBIT "A"

                               EXERCISE OF OPTION
                                       TO
                                 PURCHASE SHARES

TO:        Juniper Group, Inc.

          The undersigned hereby exercises the within Option for the purchase of
     shares  according to the terms and  conditions  thereof and herewith  makes
     payment of the exercise  price in full in accordance  with the terms of the
     Non-Qualified Stock Option Agreement, dated as of January --, 1998, between
     Juniper Group, Inc. and the undersigned. The undersigned is purchasing such
     shares  for  investment  purposes  only  and not with a view to the sale or
     distribution  thereof,  unless such  distribution  is registered  under the
     Securities Act of 1933, as amended.  Kindly issue the  certificate for such
     shares in accordance with the instructions given below.

                                                      Signature

Social Security or Taxpayer I.D. Number:

Instructions for issuance of stock:

Name

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

                             STOCK OPTION AGREEMENT

                               Grant of options to
                         _____________ (the "Optionee")

                                    under the

             Juniper Group, Inc. 1998 Stock Option Plan (the "Plan")
           as adopted on December 30, 1998 by the Board of Directors,
                        and approved by the shareholders

                             The Purpose of the Plan

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

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

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

     NOW, THEREFORE, in consideration of the promises of the Optionee to provide
services  as an  employee to the Grantor and help it achieve the goals set forth
herein and for other good and valuable consideration,  the Grantor hereby grants
the  Optionee  options to purchase  Common Stock of the Grantor on the terms and
conditions set forth in this Agreement made as of this __th day of ____, 1999 by
and between Grantor, a Nevada corporation having its principal place of business
at 111 Great Neck Road,  Suite 604, Great Neck, New York 11021 and the Optionee,
residing at _____________________________

                 1.  Option.

     Pursuant to the Plan,  the Grantor  hereby grants to the Optionee an Option
to purchase, at any time prior to 5:00 p.m. New York time on ________,  2001, up
to ( ) fully paid and non-assessable  shares of the Common Stock of the Grantor,
par  value  $.00l  per  share,  subject  to the  terms  and  conditions  of this
Agreement, including the conditions for vesting set forth in Section 3(b).

                 2.  Purchase Price.

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

                 3.      Exercise of Option.

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

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

( ) shares become vested on _______, 1999.

               4.  Option Conditioned on Continued Consulting Relationship.

     If Optionee's employment  relationship with Grantor shall terminate for any
reason,  any option granted to the Optionee hereunder which has not vested shall
immediately expire.
5.      Divisibility and Non-Assignability of the Options.

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

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

                 6.      Stock as Investment

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

                    7.       Restriction on Issuance of Shares.

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

                 8.        Tax Withholding

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

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

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

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

     (c) Any  adjustment  in the number of shares of Common  Stock  shall  apply
proportionately  to  only  the  unexercised   portion  of  the  Options  granted
hereunder.  If  fractions  of shares of Common  Stock would result from any such
adjustment,  the adjustment  shall be revised to the next higher whole number of
shares of Common  Stock,  so long as such increase does not result in the holder
of the  option  being  deemed to own more than 5% of the total  combined  voting
power or value of all classes of stock of the Grantor or its subsidiaries.
10.       No Rights in Option Stock.

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

                 11.       Effect Upon Employment.

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

                 12.       Binding Effect

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

                 13.      Agreement Subject to Plan.

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

                    14.      Miscellaneous

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

     IN WITNESS  WHEREOF,  the parties have executed this Agreement as of the th
day of , 1999.

JUNIPER GROUP, INC.

By:

AGREED TO AND ACCEPTED:
EXHIBIT 4.4
                                                  -----------

                              CONSULTING AGREEMENT

     This Consulting Agreement is made effective this 1st day of January,  1998,
by and between Terry S. Klein ("Consultant"),  an individual located at 500 East
77th Street,  New York, New York 10162, and JUNIPER GROUP,  INC.  ("Client"),  a
Nevada corporation,  with offices at: 111 Great Neck Road, Suite 604, Great Neck
11021.

                                    PREMISES

     A. Client is engaged in the business of securing the services of healthcare
professionals,  hospitals and medical  provider  networks in various  healthcare
disciplines through its various subsidiaries and affiliated companies.

     B. Consultant is engaged in the business of securing  physician  practices,
MSOs and  hospitals  to utilize  Client's  ancillary  services  and managed care
revenue enhancement products and services.

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

                                    AGREEMENT

     NOW  THEREFORE,  in  consideration  of the mutual  promises,  covenants and
agreements contained herein, and for other good and valuable consideration,  the
receipt and adequacy of which is expressly  acknowledged,  Client and Consultant
agree as follows:

         1.       Engagement of Consultant

          Client hereby retains Consultant to perform the following services:

     A.   To market Client's revenue enhancement products and ancillary services
          to physician practices management  organizations,  MSOs, hospitals and
          stand alone physician practices.

         2.       Compensation.

     A.   As  compensation  for  the  Consulting  Services,   Client  shall  pay
          Consultant :

          (    i) Client shall pay Consultant monthly  compensation of $3,750 in
               cash for the term of this Agreement

                                       or

          (    ii) Client shall pay Consultant monthly, after the Consultant has
               rendered  the  Consulting   Services  for  that  month,  with  an
               irrevocable option to purchase up to three thousand seven hundred
               and fifty  ($3,750)  dollars in value of Juniper's  Common Stock,
               par value $0.001 per share.  The number of shares  issued in each
               monthly  option shall be determined  by dividing  $3,750 by fifty
               percent  (50%) of the  average 30 day trading  price  immediately
               preceding the issuance of the option.  The term of this option to
               purchase shares of Juniper's  Common Stock shall be in full force
               for a period of five (5) years  from the date of this  Agreement.
               If termination occurs for any reason, Consultant's option remains
               in effect through last date of service.

     B.   Consultant  shall  receive a ten (10%) percent  commission  fee of all
          cash collected  which is directly  derived from the sales efforts made
          by  Consultant.  However,  this ten (10%)  percent  fee shall  only be
          available to Consultant  after Client recoups all its initial  monthly
          compensation of fees paid to date to Consultant which shall accrue.

     C.   Consultant  shall  exercise  options by  delivering  the option price,
          along with the executed  Investment Letter annexed hereto as Exhibit A
          to Client.  Consultant  will release such funds due him to Client upon
          execution of the Investment  Letter and Juniper shall make delivery of
          Certificates  representing  the  number  of  shares  of  common  stock
          exercised.
D.   The granting of the share purchase rights are being made pursuant to a
          resolution  adopted by the Board of  Directors of Juniper on even date
          herewith,  which specified that Consultant is to receive the rights to
          purchase shares in the manner set forth herein.

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

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

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

         3.       Person Entitled to Exercise.

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

         4.       Term of Agreement, Extensions and Renewals.

     This Agreement  shall have an initial term of thirty (30) months (the "Term
of Agreement") from the date hereon, and shall terminate on June 30, 2000.

         5.       Termination of Agreement by the Client.

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

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

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

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

     D.   Termination  of  Client's  Business.  Client's  bona fide  decision to
          terminate its business and liquidate its assets.

     E.   Merger on Consolidation. The merger or consolidation of Client.
6.        Restrictive Covenants: Non-Circumvention:

         6.1      Covenant of Nondisclosure of Confidential Information.

          (a) Both  Client  and  Consultant  acknowledge  that the  confidential
     proprietary  information,  including  but not  limited to  customer  lists,
     financial information,  contacts, customer policies,  intellectual property
     and  production   processes  used  in  each  party's  business  is  secret,
     confidential,  unique, and valuable and that it was developed by that party
     over a long period of time, at great cost, and that  disclosure of any item
     of confidential proprietary information to anyone other than either party's
     officers,  agents or authorized  employees will cause  irreparable  injury.
     Consultant  will not  disclose  to any person or entity not  authorized  in
     writing by Client,  directly or  indirectly,  any of Client's  confidential
     proprietary  information  and  Client  will not  disclose  to any person or
     entity not authorized in writing by Consultant, directly or indirectly, any
     of Consultant's  confidential proprietary  information.  This covenant will
     survive the termination of this Agreement.

          (b)   Notwithstanding   the  foregoing,   either  party  may  disclose
     confidential  information  of the other  party if  required to do so by (i)
     subpoena,  which has not been quashed as provided in Paragraph 6.1(c); (ii)
     order of any court or governmental  authority (from which no further appeal
     may be taken as provided in  Paragraph  6.1; or (iii) if in the  reasonable
     opinion of the disclosing  party's counsel,  failure or refusal to disclose
     the confidential information would result in criminal or civil penalties.

          (c) The disclosing  party shall,  prior to disclosing any confidential
     information  as set forth in Paragraph 6.1 (b),  afford the other party the
     reasonable  opportunity to (i) quash the subpoena or (ii) appeal the order,
     requiring the disclosure of the confidential  information,  as the case may
     be.

          6.2 In the  event  of a  breach  of any  of  the  provisions  of  this
     Paragraph 6 by either party,  in addition to all other  remedies as allowed
     by law, the other party shall be entitled to an  accounting  and payment of
     all  profits  realized  as a result  of any such  violation,  consequential
     damages and in addition,  as a matter of right, to injunctive relief in any
     court of competent  jurisdiction,  all of which  remedies the injured party
     shall be entitled to pursue simultaneously and cumulatively.

         7.       Best Efforts Basis.

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

         8.       Client's Rights to Approve Transactions.

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

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

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

         10.      Costs and Expenses.

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

     Notwithstanding  anything to the contrary  contained  herein,  Client shall
have the right to direct the work to be performed by Consultant hereunder on any
matter.  In  addition,  Client  shall  have the  right,  at any time,  to direct
Consultant  to cease work or abandon  its  efforts on  Client's  behalf,  and to
refrain  from  commencing  any new  work or  providing  any  further  Consulting
Services  hereunder.  If at any time  Client  directs  Consultant  to stop work,
Consultant shall retain all rights to exercise any remaining Option Shares which
have then been issued. 12. Non-exclusive Services.

          12.    Non-Exclusive Services

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

         13.      All Prior Agreements Terminated.

     This Agreement  constitutes  the entire  understanding  of the parties with
respect to the  engagement of Consultant,  and all prior  agreement with respect
thereto are hereby terminated and shall be of no force or effect.

         14.      Representations and Warranties of Client.

         Client hereby represents and warrants to Consultant that:

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

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

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

         15.      Representations and Warranties of Consultant.

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

          B. Inside Information Securities Laws Violations. In the course of the
     performance of her duties, consultant may become aware of information which
     may  considered  "inside  information"  within the  meaning of the  Federal
     Securities Laws, Rules and Regulations.  Consultant  acknowledges  that her
     use of such  information to purchase or sell  securities of client,  or its
     affiliates,  or to transmit such information to any other party with a view
     to buy,  sell, or otherwise deal in Client's  securities,  is prohibited by
     law and would constitute a breach of this Agreement and notwithstanding the
     provisions of this Agreement,  will result in the immediate  termination of
     the Options.
C. No Restrictions. There is no pending or threatened suit, action, or
     legal,  administrative  arbitration  or  other  proceeding  of claim by any
     governmental agency, whether federal, state, local or foreign,  against the
     Consultant or any  individual or entity which the Consultant  controls,  is
     controlled by, or is under common control with, which  adversely,  or might
     adversely,  effect the (i) Consultant's ability to provide the services set
     forth herein; or (ii) the Company.

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

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

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

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

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

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

         16.      Consultant is Not an Agent or Employee.

     Consultant's  obligations  under  this  Agreement  consist  solely  of  the
Consulting Services described herein. In no event shall Consultant be considered
as the  employee or agent of Client or otherwise  represent or bind Client.  For
purposes of this Agreement,  Consultant is an independent contractor.  All final
decisions with respect to acts of Client or its affiliates,  whether or not made
pursuant to, or in reliance on,  information  or advice  furnished by Consultant
hereunder,  shall be those of Client or such  affiliates,  and consultant  shall
under no  circumstances  be liable for any expense  incurred or loss suffered by
Client as a consequence of such action or decisions.

         17.      Miscellaneous.

          A. Authority. The execution and performance of this Agreement has been
     duly  authorized  by  all  requisite   corporate  action.   This  Agreement
     constitutes a valid and binding obligation of the parties hereto.

          B.  Amendment.  This  Agreement may be amended or modified at any time
     and in any manner,  but only by an  instrument  in writing  executed by the
     parties hereto.
C.  Waiver.  All the rights and  remedies  of either  party under this
     Agreement  are  cumulative  and are not  exclusive  of any other rights and
     remedies  provided by law. No delay or failure on the part of either  party
     in the  exercise  of any  right or  remedy  arising  from a breach  of this
     Agreement  shall  operate  as a waiver  of any  subsequent  right or remedy
     arising  from a  subsequent  breach of this  Agreement.  The consent of any
     party where required hereunder to any act or occurrence shall not be deemed
     to be a consent to any other act of occurrence.

         D.       Assignment:

                    ( i) Neither party to this Agreement  shall assign any right
               created by it without the prior written consent of the other;

                    (ii) Nothing in this  Agreement,  expressed  or implied,  is
               intended to confer  upon any  person,  other than the parties and
               their successors, any rights or remedies under this Agreement.

         E. Notices. Any notice or other communication required or permitted by
     this  Agreement must be in writing and shall be deemed to be properly given
     when  delivered in person to an officer of the other party,  when deposited
     in the United States mails for  transmittal by certified or registered mail
     postage  prepaid,  or when  deposited with a public  telegraph  company for
     transmittal  or when  sent by  facsimile  transmission,  charges  prepared,
     provided that the communication is addressed:

                  ( i)     In the case of the Consultant to:

                           Terry S. Klein
                           500 East 77th Street
                           New York, New York  10162

                  (ii)     In the case of Client to:

                           Juniper Group, Inc.
                           111 Great Neck Road
                           Suite 604
                           Great Neck, NY  11021

          or to such  other  person or  address  designated  by the  parties  to
     receive notice.

          F.  Headings and  Captions.  The headings of  paragraphs  are included
     solely for  convenience.  If a conflict  exists between any heading and the
     text of this Agreement, the text shall control.

          G.  Entire  Agreement.  This  instrument  and  the  exhibits  to  this
     instrument contain the entire Agreement between the parties with respect to
     the transaction  contemplated  by the Agreement.  It may be executed in any
     number of  counterparts,  but the  aggregate of the  counterparts  together
     constitute only one and the same instrument.

          H. Effect of Partial Invalidity.  In the event that any one or more of
     the provisions  contained in this Agreement shall for any reason be held to
     be invalid,  illegal or  unenforceable  in any  respect,  such  invalidity,
     illegality  or  unenforceability  shall not affect any other  provisions of
     this  Agreement,  but this  Agreement  shall be constructed as if its never
     contained any such invalid, illegal or unenforceable provisions.

          I. Controlling Law. The validity,  interpretation,  and performance of
     this Agreement  shall be controlled by and construed  under the laws of the
     State of New York,  County of Nassau,  the state in which this Agreement is
     being executed.

          J.  Attorney's  Fees. If any action at law or in equity,  including an
     action for  declaratory  relief,  is brought  to enforce or  interpret  the
     provisions of this  Agreement,  the  prevailing  party shall be entitled to
     recover actual  attorney's  fees from the other party.  The attorney's fees
     may be ordered by the court in the trial of any  action  described  in this
     paragraph or may be enforced in a separate  action brought for  determining
     attorney's fees.
K. Mutual  Cooperation.  The parties hereto shall  cooperate with each
     other to achieve  this  purpose of this  Agreement  and shall  execute such
     other and further  documents and take such other and further actions as may
     be necessary or convenient to effect the transactions described herein.

          L.  Further  Actions.  At any time and from time to time,  each  party
     agrees, at its or their expense, to take actions and to execute and deliver
     documents as may be reasonably necessary to effectuate the purposes of this
     Agreement.

          M. Indemnification.  Client and Consultant agree to indemnify,  defend
     and hold each other harmless from and against all demands, claims, actions,
     losses,  damages,  liabilities,   costs  and  expenses,  including  without
     limitation,  interest,  penalties and attorney's fees and expenses asserted
     against or imposed or incurred by either  party by reason of, or  resulting
     from,  a breach of any  representation,  warranty,  covenant,  condition or
     agreement of the other party to this Agreement.

          N. No Third Part Beneficiary.  Nothing in this Agreement, expressed or
     implied,  is intended  to confer  upon any  person,  other than the parties
     hereto, and their successors,  any rights or remedies under or by reason of
     this Agreement, unless this Agreement specifically states such intent.

          O.  Facsimile  Counterparts.  If a  party  signs  this  Agreement  and
     transmits an electronic facsimile of the signature page to the other party,
     the party  who  receives  the  transmission  may rely  upon the  electronic
     facsimile as a signed original of this Agreement.

          IN WITNESS  WHEREOF,  the parties have executed this  Agreement on the
     date herein above written.

CONSULTANT:                                 CLIENT:

TERRY S. KLEIN                              JUNIPER GROUP, INC.

/s/ Terry S. Klein                          /s/ Vlado P. Hreljanovic
-------------------------                   ------------------------
Terry S. Klein                              Vlado P. Hreljanovic
                                            Chairman of the Board
                                            CEO & President
Exhibit 5.1
                                                           -----------

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

Re: Registration  Statement on Form S-8 Relating to 1,090,000 Shares of Common
Stock,  Par Value $. 001 Per Share,  of Juniper  Group,  Inc.  Issuable under an
Agreement for Consulting Services.

Gentlemen:

     We  are  counsel  to  Juniper  Group,   Inc.,  a  Nevada  corporation  (the
"Company"), in connection with the filing by the Company with the Securities and
Exchange  Commission  pursuant to the  Securities  Act of 1933,  as amended (the
"Securities  Act"), of a registration  statement on Form S-8 (the  "Registration
Statement")  relating to 165,000 shares (the  "Shares") of the Company's  common
stock,  par value $. 001 per  share  (the  "Common  Stock"),  issuable  upon the
exercise of options granted pursuant to an Agreement for Consulting Services.

     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 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  granted  hereunder  have been
duly  and  validly  authorized  and,  when  the  Shares  have  been  paid for in
accordance with the terms of the Plan and certificates  therefore have been duly
executed and delivered,  such Shares will be duly and validly issued, fully paid
and non-assessable.

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

                                                  Very truly yours,

                                                  Snow Becker Krauss
EXHIBIT 23.2
                                                          ------------

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

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

     We hereby  consent to the  incorporation  by reference in the  Registration
Statement on Form S-8, dated June ______,  1999, of Juniper  Group,  Inc. of our
report dated March 30, 1999, appearing on Page F-2 of Form 10-KSB for the fiscal
year ended December 31, 1998.

     This consent is in connection  with the  Registration  Statement  under the
Securities Act of 1933, as  amended,1,090,000  shares of Common Stock. par value
$.001 per share,  of Juniper  Group,  Inc.,  issuable  under two  agreements for
consulting services.

                                             GOLDSTEIN & GANZ, P.C.

Great Neck, New York
June ----, 1999