As filed with the Securities and Exchange Commission on October 6, 1998
  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)

                       Agreements for Consulting Services
                            (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>    

Common Stock,
$.001 par value    75,000 shs(1)         $1.00(3)            $ 75,000                 $22.13

$.001 par value    90,000 shs(2)         $1.00(3)            $ 90,000                 $26.55
                                                             --------                 ------                               
                                Total                        $165,000                 $48.68
               
-----------------------------
</TABLE>

(1)  Shares  issuable  upon  exercise  of options  granted  to  Jeffrey  Mann in
     consideration  of  services  rendered  and  to be  rendered  pursuant  to a
     Consulting Agreement dated June 6, 1998.

(2)  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.

(3)  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, 1997;

(2)  The Company's Quarterly Report on Form 10-QSB for the fiscal quarters ended
     March 31, 1998 and June 30, 1998;

(3) The Company's Current Reports on Form 8-K for April 1, 1998;

(4)  The Company's current report on Form 8-K for April 28, 1998;

(5)  The Company's current report on Form 8-K for May 19, 1998; and

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

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superseded  for  purposes of this  registration  statement  to the extent that a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

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

Item 5.  Interests of Named Experts and Counsel.

         Not applicable

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            Consulting  Agreement between the Registrant and Jeffrey Mann 
               dated June 6, 1998.

4.2            Consulting Agreement between  the  Registrant  and Terry S.Klein
               dated January 1, 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 City of Great Neck, State of New York, on October 1, 1998.

                                          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 October 1, 1998.

      Signature                              Title

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

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


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



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



                                      II-5

<PAGE>


                                  EXHIBIT INDEX



Exhibit No. Description of Exhibit
 

4.1  Consulting  Agreement between the Registrant and Jeffrey Mann dated June 6,
     1998.

4.2  Consulting  Agreement  between  the  Registrant  and Terry S.  Klein  dated
     January 1, 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
                                                                 -----------
                             CONSULTING AGREEMENT

     This Consulting  Agreement is made effective this 6th day of June, 1998, by
and between  Jeffrey Mann  ("Consultant"),  an  individual  with offices at 1929
Wingfield  Drive,   Longwood,  FL  32779,  and  JUNIPER  MEDICAL  SYSTEMS,  INC.
("Client"),  a New York  corporation,  with offices a: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.

     B. Consultant is engaged in the business of securing  ancillary  healthcare
services for physician practices.

     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 parent company,  Juniper Group, Inc.' ("Juniper")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. The acquisition of physician practice  management  organizations and the
development  and  implementation  of  ancillary   healthcare  services  to  such
physician practices.

     2. Compensation.

     A.  As  compensation  for  the  Consulting   Services,   Client  shall  pay
Consultant:
 
     ( i) Client shall pay Consultant total compensation of $75,000 for the term
of this Agreement, which shall be paid in Juniper's Common Stock.

     (ii) Client shall pay Consultant monthly, after the Consultant has rendered
the Consulting  Services for that month, an irrevocable option to purchase up to
twelve  thousand  five hundred  ($12,500)  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  $12,500 by 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 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 to Client upon  execution of the  Investment
Letter and Juniper shall make delivery of Certificates  representing  the number
of shares of common stock exercised.

     C. 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.

     D. 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.

     E. 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:
<PAGE>
     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.

     F. Proxy 

     Consultant  agrees  that,  upon the  issuance  of  Juniper's  Shares to the
Consultant  hereunder  upon the  exercise of any of the share  purchase  rights,
Consultant shall enter into a Shareholder's  Agreement with Vlado P. Hreljanovic
(Hreljanovic),  a Shareholder of Juniper Group, Inc.,  substantially in the form
of Exhibit  "B"  hereto,  whereby  Consultant  shall  grant to  Hreljanovic  and
irrevocable proxy to vote  Consultant's  Shares for a period of ( ) years earned
by this Agreement, or for so long as Consultant, or any affiliate of Consultant,
or any  member of  Consultant's  family  owns the  Shares.  The  parties  hereby
acknowledge  that this proxy is coupled with an interest.  Nothing  contained in
this  paragraph  shall preclude  Consultant,  in his sole  discretion,  from the
lawful disposition of Shares acquired by him in accordance with this Agreement.

     The Certificate  representing  the shares will contain the following legend
reflecting the foregoing:

     THE VOTE OF THE SHARES  REPRESENTED BY THIS  CERTIFICATE  ARE GOVERNED BY A
SHAREHOLDER'S AGREEMENT DATED  ___________________  BETWEEN VLADO P. HRELJANOVIC
("VPH") AND JEFFREY MANN  ("JM"),  INCLUDING  AN  IRREVOCABLE  PROXY TO VOTE THE
SHARES GRANTED BY JM TO VPH.

     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 six (6) months (the "Term of
Agreement") from the date hereon, and shall terminate on December 31, 1998.

     5. Termination of Agreement by the Client.

     Despite  anything to the contrary  contained in this  Agreement  hereunder,
Client may terminate this Agreement and Client's consulting  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.  Such
acts include, but are not limited to, dishonesty, illegal activities, activities
harmful to the reputation of the Client,  and or activities that create civil or
criminal liability for the Client.

     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  6.2(c);  (ii) order of any court or
governmental authority (from which no further appeal may be taken as provided in
Paragraph 6.2; 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  6.2 (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.

     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.  Juniper  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 his duties,  consultant may become aware of information which may
considered  "inside  information"  within the meaning of the Federal  Securities
Laws,  Rules  and  Regulations.  Consultant  acknowledges  that  his use of such
information to purchase or sell securities of 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.


<PAGE>

     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 Juniper'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 Juniper's capital structure and any material changes in Juniper'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.
<PAGE>
     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:
 
                           Jeffrey Mann
                           1929 Wingfield Drive
                           Longwood, FL   32779
 
                           Telephone: (407) 805-0315
                           Fax: (407) 977-8726


     (ii) In the case of Client to:

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

                           Telephone:  (516) 829-4670
                           Facsimile:   (516) 829-4691

     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.
<PAGE>

     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:


____________________________________
Jeffrey Mann


CLIENT:

JUNIPER MEDICAL SYSTEMS,  INC.


By:_____________________________
    Vlado P.  Hreljanovic, Chairman of the Board, CEO & President

 

 













































                                       12
<PAGE>

                                                            Exhibit 4.2





                              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 for
               the  term  of  this  Agreement,  which  can be  paid  in  cash or
               Juniper's Common Stock.

          (    ii) Client shall pay Consultant monthly, after the Consultant has
               rendered the Consulting  Services for that month,  an irrevocable
               option to purchase up to three  thousand  seven hundred  ($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 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.
 
          (iii)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.

     B.   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>
     C.   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.

     D.   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.

     E.   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 twelve (12) months (the "Term
of Agreement") from the date hereon, and shall terminate on December 31, 1998.
<PAGE>
         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  ChiefExecutive  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 6.2(c); (ii)
     order of any court or governmental  authority (from which no further appeal
     may be taken as provided in  Paragraph  6.2; 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 6.2 (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.

     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.  Juniper 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 his duties, consultant may become aware of information which
     may  considered  "inside  information"  within the  meaning of the  Federal
     Securities Laws, Rules and Regulations.  Consultant  acknowledges  that his
     use of such  information to purchase or sell  securities of 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 Juniper'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 Juniper's
          capital  structure and any material changes in Juniper'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/                                         /s/
-------------------------                   ------------------------
                                            Vlado P. Hreljanovic
                                            Chairman of the Board
                                            CEO & President
 


























<PAGE>

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



October 6, 1998



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

Re:  Registration  Statement  on Form S-8  Relating to 165,000  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  October 6, 1998,  of Juniper  Group,  Inc. of our
report dated March 30, 1998, appearing on Page F-2 of Form 10-KSB for the fiscal
year ended December 31, 1997.


     This consent is in connection  with the  Registration  Statement  under the
Securities Act of 1933, as amended, of 165,000 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
October 6, 1998
[{"type": "S-8", "sequence": "1", "description": "JUNIPER GROUP, INC.", "secsgml_size_bytes": 73655}]
{"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": "333-65403", "film-number": "98721990"}, "business-address": {"street1": "111 GREAT NECK RD STE 604", "city": "GREAT NECK", "state": "NY", "zip": "11021", "phone": "5168294670"}, "mail-address": {"street1": "111 GREAT NECK ROAD", "street2": "STE 604", "city": "GREAT NECK", "state": "NY", "zip": "11021"}, "former-company": {"former-conformed-name": "JUNIPER FEATURES LTD", "date-changed": "19930328"}}
As filed with the Securities and Exchange Commission on October 6, 1998
  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)

                       Agreements for Consulting Services
                            (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
Common Stock,
$.001 par value    75,000 shs(1)         $1.00(3)            $ 75,000                 $22.13

$.001 par value    90,000 shs(2)         $1.00(3)            $ 90,000                 $26.55
                                                             --------                 ------                               
                                Total                        $165,000                 $48.68
               
-----------------------------
(1)  Shares  issuable  upon  exercise  of options  granted  to  Jeffrey  Mann in
     consideration  of  services  rendered  and  to be  rendered  pursuant  to a
     Consulting Agreement dated June 6, 1998.

(2)  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.

(3)  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, 1997;

(2)  The Company's Quarterly Report on Form 10-QSB for the fiscal quarters ended
     March 31, 1998 and June 30, 1998;

(3) The Company's Current Reports on Form 8-K for April 1, 1998;

(4)  The Company's current report on Form 8-K for April 28, 1998;

(5)  The Company's current report on Form 8-K for May 19, 1998; and

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

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

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

Item 5.  Interests of Named Experts and Counsel.

         Not applicable

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            Consulting  Agreement between the Registrant and Jeffrey Mann 
               dated June 6, 1998.

4.2            Consulting Agreement between  the  Registrant  and Terry S.Klein
               dated January 1, 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 City of Great Neck, State of New York, on October 1, 1998.

                                          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 October 1, 1998.

      Signature                              Title

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

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

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

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

                                      II-5
EXHIBIT INDEX

Exhibit No. Description of Exhibit
 

4.1  Consulting  Agreement between the Registrant and Jeffrey Mann dated June 6,
     1998.

4.2  Consulting  Agreement  between  the  Registrant  and Terry S.  Klein  dated
     January 1, 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
                                                                 -----------
                             CONSULTING AGREEMENT

     This Consulting  Agreement is made effective this 6th day of June, 1998, by
and between  Jeffrey Mann  ("Consultant"),  an  individual  with offices at 1929
Wingfield  Drive,   Longwood,  FL  32779,  and  JUNIPER  MEDICAL  SYSTEMS,  INC.
("Client"),  a New York  corporation,  with offices a: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.

     B. Consultant is engaged in the business of securing  ancillary  healthcare
services for physician practices.

     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 parent company,  Juniper Group, Inc.' ("Juniper")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. The acquisition of physician practice  management  organizations and the
development  and  implementation  of  ancillary   healthcare  services  to  such
physician practices.

     2. Compensation.

     A.  As  compensation  for  the  Consulting   Services,   Client  shall  pay
Consultant:
 
     ( i) Client shall pay Consultant total compensation of $75,000 for the term
of this Agreement, which shall be paid in Juniper's Common Stock.

     (ii) Client shall pay Consultant monthly, after the Consultant has rendered
the Consulting  Services for that month, an irrevocable option to purchase up to
twelve  thousand  five hundred  ($12,500)  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  $12,500 by 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 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 to Client upon  execution of the  Investment
Letter and Juniper shall make delivery of Certificates  representing  the number
of shares of common stock exercised.

     C. 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.

     D. 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.

     E. 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.

     F. Proxy 

     Consultant  agrees  that,  upon the  issuance  of  Juniper's  Shares to the
Consultant  hereunder  upon the  exercise of any of the share  purchase  rights,
Consultant shall enter into a Shareholder's  Agreement with Vlado P. Hreljanovic
(Hreljanovic),  a Shareholder of Juniper Group, Inc.,  substantially in the form
of Exhibit  "B"  hereto,  whereby  Consultant  shall  grant to  Hreljanovic  and
irrevocable proxy to vote  Consultant's  Shares for a period of ( ) years earned
by this Agreement, or for so long as Consultant, or any affiliate of Consultant,
or any  member of  Consultant's  family  owns the  Shares.  The  parties  hereby
acknowledge  that this proxy is coupled with an interest.  Nothing  contained in
this  paragraph  shall preclude  Consultant,  in his sole  discretion,  from the
lawful disposition of Shares acquired by him in accordance with this Agreement.

     The Certificate  representing  the shares will contain the following legend
reflecting the foregoing:

     THE VOTE OF THE SHARES  REPRESENTED BY THIS  CERTIFICATE  ARE GOVERNED BY A
SHAREHOLDER'S AGREEMENT DATED  ___________________  BETWEEN VLADO P. HRELJANOVIC
("VPH") AND JEFFREY MANN  ("JM"),  INCLUDING  AN  IRREVOCABLE  PROXY TO VOTE THE
SHARES GRANTED BY JM TO VPH.

     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 six (6) months (the "Term of
Agreement") from the date hereon, and shall terminate on December 31, 1998.

     5. Termination of Agreement by the Client.

     Despite  anything to the contrary  contained in this  Agreement  hereunder,
Client may terminate this Agreement and Client's consulting  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.  Such
acts include, but are not limited to, dishonesty, illegal activities, activities
harmful to the reputation of the Client,  and or activities that create civil or
criminal liability for the Client.

     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  6.2(c);  (ii) order of any court or
governmental authority (from which no further appeal may be taken as provided in
Paragraph 6.2; 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  6.2 (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.

     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.  Juniper  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 his duties,  consultant may become aware of information which may
considered  "inside  information"  within the meaning of the Federal  Securities
Laws,  Rules  and  Regulations.  Consultant  acknowledges  that  his use of such
information to purchase or sell securities of 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 Juniper'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 Juniper's capital structure and any material changes in Juniper'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:
 
                           Jeffrey Mann
                           1929 Wingfield Drive
                           Longwood, FL   32779
 
                           Telephone: (407) 805-0315
                           Fax: (407) 977-8726

     (ii) In the case of Client to:

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

                           Telephone:  (516) 829-4670
                           Facsimile:   (516) 829-4691

     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:

____________________________________
Jeffrey Mann

CLIENT:

JUNIPER MEDICAL SYSTEMS,  INC.

By:_____________________________
    Vlado P.  Hreljanovic, Chairman of the Board, CEO & President

 

 

                                       12
Exhibit 4.2

                              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 for
               the  term  of  this  Agreement,  which  can be  paid  in  cash or
               Juniper's Common Stock.

          (    ii) Client shall pay Consultant monthly, after the Consultant has
               rendered the Consulting  Services for that month,  an irrevocable
               option to purchase up to three  thousand  seven hundred  ($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 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.
 
          (iii)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.

     B.   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.
C.   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.

     D.   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.

     E.   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 twelve (12) months (the "Term
of Agreement") from the date hereon, and shall terminate on December 31, 1998.
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  ChiefExecutive  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 6.2(c); (ii)
     order of any court or governmental  authority (from which no further appeal
     may be taken as provided in  Paragraph  6.2; 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 6.2 (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.

     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.  Juniper 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 his duties, consultant may become aware of information which
     may  considered  "inside  information"  within the  meaning of the  Federal
     Securities Laws, Rules and Regulations.  Consultant  acknowledges  that his
     use of such  information to purchase or sell  securities of 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 Juniper'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 Juniper's
          capital  structure and any material changes in Juniper'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/                                         /s/
-------------------------                   ------------------------
                                            Vlado P. Hreljanovic
                                            Chairman of the Board
                                            CEO & President
Exhibit 5.1          
                                                           -----------      

October 6, 1998

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

Re:  Registration  Statement  on Form S-8  Relating to 165,000  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  October 6, 1998,  of Juniper  Group,  Inc. of our
report dated March 30, 1998, appearing on Page F-2 of Form 10-KSB for the fiscal
year ended December 31, 1997.

     This consent is in connection  with the  Registration  Statement  under the
Securities Act of 1933, as amended, of 165,000 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
October 6, 1998