ex10-9.htm


     

    
      

      

    

    

      SECURITY
        AGREEMENT

       

      SECURITY
        AGREEMENT (this “Agreement”), dated as of December 26, 2007, by and among
        Juniper Group, Inc., a Nevada corporation (“Company”), and the secured
        parties signatory hereto and their respective endorsees, transferees and
        assigns
        (collectively, the “Secured Party”).

       

      W
        I T N E
        S S E T H:

       

      WHEREAS,
        pursuant to a Securities Purchase Agreement, dated the date hereof, between
        Company and the Secured Party (the “Purchase Agreement”), Company has
        agreed to issue to the Secured Party and the Secured Party has agreed to
        purchase from Company certain of Company’s 8% Callable Secured Convertible
        Notes, due three years from the date of issue (the “Notes”), which are
        convertible into shares of Company’s Common Stock, par value $.001 per share
        (the “Common Stock”).  In connection therewith, Company shall
        issue the Secured Party certain Common Stock purchase warrants (the
“Warrants”); and

       

      WHEREAS,
        in order to induce the Secured Party to purchase the Notes, Company has agreed
        to execute and deliver to the Secured Party this Agreement for the benefit
        of
        the Secured Party and to grant to it a first priority security interest in
        certain property of Company to secure the prompt payment, performance and
        discharge in full of all of Company’s obligations under the Notes and exercise
        and discharge in full of Company’s obligations under the Warrants.

       

      NOW,
        THEREFORE, in consideration of the agreements herein contained and for other
        good and valuable consideration, the receipt and sufficiency of which is
        hereby
        acknowledged, the parties hereto hereby agree as follows:

       

      1.           Certain
        Definitions.  As used in this Agreement, the following terms shall
        have the meanings set forth in this Section 1.  Terms used but not
        otherwise defined in this Agreement that are defined in Article 9 of the
        UCC
        (such as “general intangibles” and “proceeds”) shall have the
        respective meanings given such terms in Article 9 of the UCC.

       

      (a)           “Collateral”
        means the collateral in which the Secured Party is granted a security interest
        by this Agreement and which shall include the following, whether presently
        owned
        or existing or hereafter acquired or coming into existence, and all additions
        and accessions thereto and all substitutions and replacements thereof, and
        all
        proceeds, products and accounts thereof, including, without limitation, all
        proceeds from the sale or transfer of the Collateral and of insurance covering
        the same and of any tort claims in connection therewith:

       

      (i)           All
        Goods of the Company, including, without limitations, all machinery, equipment,
        computers, motor vehicles, trucks, tanks, boats, ships, appliances, furniture,
        special and general tools, fixtures, test and quality control devices and
        other
        equipment of every kind and nature and wherever situated, together with all
        documents of title and documents representing the same, all additions and
        accessions thereto, replacements therefor, all parts therefor, and all
        substitutes for any of the foregoing and all other items used and useful
        in

       


      
        
           

        

        
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      connection
        with the Company’s businesses and all improvements thereto (collectively, the
“Equipment”); and

       

      (ii)           All
        Inventory of the Company; and

       

      (iii)           All
        of the Company’s contract rights and general intangibles, including, without
        limitation, all partnership interests, stock or other securities, licenses,
        distribution and other agreements, computer software development rights,
        leases,
        franchises, customer lists, quality control procedures, grants and rights,
        goodwill, trademarks, service marks, trade styles, trade names, patents,
        patent
        applications, copyrights, deposit accounts, and income tax refunds
        (collectively, the “General Intangibles”); and

       

      (iv)           All
        Receivables of the Company including all insurance proceeds, and rights to
        refunds or indemnification whatsoever owing, together with all instruments,
        all
        documents of title representing any of the foregoing, all rights in any
        merchandising, goods, equipment, motor vehicles and trucks which any of the
        same
        may represent, and all right, title, security and guaranties with respect
        to
        each Receivable, including any right of stoppage in transit; and

       

      (v)           All
        of the Company’s documents, instruments and chattel paper, files, records, books
        of account, business papers, computer programs and the products and proceeds
        of
        all of the foregoing Collateral set forth in clauses (i)-(iv)
        above.

       

      (b)           “Company”
        shall mean, collectively, Company and all of the subsidiaries of Company,
        a list
        of which is contained in Schedule A, attached hereto.

       

      (c)           “Obligations”
        means all of the Company’s obligations under this Agreement and the Notes, in
        each case, whether now or hereafter existing, voluntary or involuntary, direct
        or indirect, absolute or contingent, liquidated or unliquidated, whether
        or not
        jointly owed with others, and whether or not from time to time decreased
        or
        extinguished and later decreased, created or incurred, and all or any portion
        of
        such obligations or liabilities that are paid, to the extent all or any part
        of
        such payment is avoided or recovered directly or indirectly from the Secured
        Party as a preference, fraudulent transfer or otherwise as such obligations
        may
        be amended, supplemented, converted, extended or modified from time to
        time.

       

      (d)           “UCC”
        means the Uniform Commercial Code, as currently in effect in the State of
        New
        York.

       

      2.           Grant
        of Security Interest.  As an inducement for the Secured Party to
        purchase the Notes and to secure the complete and timely payment, performance
        and discharge in full, as the case may be, of all of the Obligations, the
        Company hereby, unconditionally and irrevocably, pledges, grants and
        hypothecates to the Secured Party, a continuing security interest in, a
        continuing first lien upon, an unqualified right to possession and disposition
        of and a right of set-off against, in each case to the fullest extent permitted
        by law, all of the Company’s right, title and interest of whatsoever kind and
        nature in and to the Collateral (the “Security Interest”).

       


      
        
           

        

        
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      3.           Representations,
        Warranties, Covenants and Agreements of the Company.  The Company
        represents and warrants to, and covenants and agrees with, the Secured Party
        as
        follows:

       

      (a)           The
        Company has the requisite corporate power and authority to enter into this
        Agreement and otherwise to carry out its obligations thereunder.  The
        execution, delivery and performance by the Company of this Agreement and
        the
        filings contemplated therein have been duly authorized by all necessary action
        on the part of the Company and no further action is required by the
        Company.  This Agreement constitutes a legal, valid and binding
        obligation of the Company enforceable in accordance with its terms, except
        as
        enforceability may be limited by bankruptcy, insolvency, reorganization,
        moratorium or similar laws affecting the enforcement of creditor’s rights
        generally.

       

      (b)           The
        Company represents and warrants that it has no place of business or offices
        where its respective books of account and records are kept (other than
        temporarily at the offices of its attorneys or accountants) or places where
        Collateral is stored or located, except as set forth on Schedule A
        attached hereto;

       

      (c)           The
        Company is the sole owner of the Collateral (except for non-exclusive licenses
        granted by the Company in the ordinary course of business), free and clear
        of
        any liens, security interests, encumbrances, rights or claims, and is fully
        authorized to grant the Security Interest in and to pledge the Collateral,
        except as set forth on Schedule C.  There is not on file in any
        governmental or regulatory authority, agency or recording office an effective
        financing statement, security agreement, license or transfer or any notice
        of
        any of the foregoing (other than those that have been filed in favor of the
        Secured Party pursuant to this Agreement) covering or affecting any of the
        Collateral, except as set forth on Schedule C.  So long as this
        Agreement shall be in effect, the Company shall not execute and shall not
        knowingly permit to be on file in any such office or agency any such financing
        statement or other document or instrument (except to the extent filed or
        recorded in favor of the Secured Party pursuant to the terms of this Agreement),
        except as set forth on Schedule C.

       

      (d)           No
        part of the Collateral has been judged invalid or unenforceable.  No
        written claim has been received that any Collateral or the Company’s use of any
        Collateral violates the rights of any third party. There has been no adverse
        decision to the Company’s claim of ownership rights in or exclusive rights to
        use the Collateral in any jurisdiction or to the Company’s right to keep and
        maintain such Collateral in full force and effect, and there is no proceeding
        involving said rights pending or, to the best knowledge of the Company,
        threatened before any court, judicial body, administrative or regulatory
        agency,
        arbitrator or other governmental authority.

       

      (e)           The
        Company shall at all times maintain its books of account and records relating
        to
        the Collateral at its principal place of business and its Collateral at the
        locations set forth on Schedule A attached hereto and may not relocate
        such books of account and records or tangible Collateral unless it delivers
        to
        the Secured Party at least 30 days prior to such relocation (i) written notice
        of such relocation and the new location thereof (which must be within the
        United
        States) and (ii) evidence that appropriate financing statements and other
        necessary documents have been filed and recorded and other steps have been
        taken
        to perfect the Security

       


      
        
           

        

        
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      Interest
        to create in favor of the Secured Party valid, perfected and continuing first
        priority liens in the Collateral.

       

      (f)           This
        Agreement creates in favor of the Secured Party a valid security interest
        in the
        Collateral securing the payment and performance of the Obligations and, upon
        making the filings described in the immediately following sentence, a perfected
        first priority security interest in such Collateral.  Except for the
        filing of financing statements on Form-1 under the UCC with the jurisdictions
        indicated on Schedule B, attached hereto, no authorization or approval of
        or filing with or notice to any governmental authority or regulatory body
        is
        required either (i) for the grant by the Company of, or the effectiveness
        of, the Security Interest granted hereby or for the execution, delivery and
        performance of this Agreement by the Company or (ii) for the perfection of
        or exercise by the Secured Party of its rights and remedies
        hereunder.

       

      (g)           On
        the date of execution of this Agreement, the Company will deliver to the
        Secured
        Party one or more executed UCC financing statements on Form-1 with respect
        to
        the Security Interest for filing with  the jurisdictions indicated on
Schedule B, attached hereto and in such other jurisdictions as may be
        requested by the Secured Party.

       

      (h)           Except
        as set forth on Schedule C, the execution, delivery and performance of
        this Agreement does not conflict with or cause a breach or default, or an
        event
        that with or without the passage of time or notice, shall constitute a breach
        or
        default, under any agreement to which the Company is a party or by which
        the
        Company is bound.  No consent (including, without limitation, from
        stock holders or creditors of the Company) is required for the Company to
        enter
        into and perform its obligations hereunder.

       

      (i)           The
        Company shall at all times maintain the liens and Security Interest provided
        for
        hereunder as valid and perfected first priority liens and security interests
        in
        the Collateral in favor of the Secured Party until this Agreement and the
        Security Interest hereunder shall terminate pursuant to Section
        11.  The Company hereby agrees to defend the same against any and all
        persons.  The Company shall safeguard and protect all Collateral for
        the account of the Secured Party.  At the request of the Secured
        Party, the Company will sign and deliver to the Secured Party at any time
        or
        from time to time one or more financing statements pursuant to the UCC (or
        any
        other applicable statute) in form reasonably satisfactory to the Secured
        Party
        and will pay the cost of filing the same in all public offices wherever filing
        is, or is deemed by the Secured Party to be, necessary or desirable to effect
        the rights and obligations provided for herein. Without limiting the generality
        of the foregoing, the Company shall pay all fees, taxes and other amounts
        necessary to maintain the Collateral and the Security Interest hereunder,
        and
        the Company shall obtain and furnish to the Secured Party from time to time,
        upon demand, such releases and/or subordinations of claims and liens which
        may
        be required to maintain the priority of the Security Interest
        hereunder.

       

      (j)           The
        Company will not transfer, pledge, hypothecate, encumber, license (except
        for
        non-exclusive licenses granted and sales made by the Company in the ordinary
        course of business), sell or otherwise dispose of any of the Collateral without
        the prior written consent of the Secured Party.

       


      
        
           

        

        
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      (k)           The
        Company shall keep and preserve its Equipment, Inventory and other tangible
        Collateral in good condition, repair and order and shall not operate or locate
        any such Collateral (or cause to be operated or located) in any area excluded
        from insurance coverage.

       

      (l)           The
        Company shall, within ten (10) days of obtaining knowledge thereof, advise
        the
        Secured Party promptly, in sufficient detail, of any substantial change in
        the
        Collateral, and of the occurrence of any event which would have a material
        adverse effect on the value of the Collateral or on the Secured Party’s security
        interest therein.

       

      (m)           The
        Company shall promptly execute and deliver to the Secured Party such further
        deeds, mortgages, assignments, security agreements, financing statements
        or
        other instruments, documents, certificates and assurances and take such further
        action as the Secured Party may from time to time request and may in its
        sole
        discretion deem necessary to perfect, protect or enforce its security interest
        in the Collateral including, without limitation, the execution and delivery
        of a
        separate security agreement with respect to the Company’s intellectual property
        (“Intellectual Property Security Agreement”) in which the Secured Party
        has been granted a security interest hereunder, substantially in a form
        acceptable to the Secured Party, which Intellectual Property Security Agreement,
        other than as stated therein, shall be subject to all of the terms and
        conditions hereof.

       

      (n)           The
        Company shall permit the Secured Party and its representatives and agents
        to
        inspect the Collateral at any time, and to make copies of records pertaining
        to
        the Collateral as may be requested by the Secured Party from time to
        time.

       

      (o)           The
        Company will take all steps reasonably necessary to diligently pursue and
        seek
        to preserve, enforce and collect any rights, claims, causes of action and
        accounts receivable in respect of the Collateral.

       

      (p)           The
        Company shall promptly notify the Secured Party in sufficient detail upon
        becoming aware of any  attachment, garnishment, execution or other
        legal process levied against any Collateral and of any other information
        received by the Company that may materially affect the value of the Collateral,
        the Security Interest or the rights and remedies of the Secured Party
        hereunder.

       

      (q)           All
        information heretofore, herein or hereafter supplied to the Secured Party
        by or
        on behalf of the Company with respect to the Collateral is accurate and complete
        in all material respects as of the date furnished.

       

      (r)           Schedule
        A attached hereto contains a list of all of the subsidiaries of
        Company.

       

      4.           Defaults.  The
        following events shall be “Events of Default”:

       

      (a)           The
        occurrence of an Event of Default (as defined in the Notes) under the
        Notes;

       


      
        
           

        

        
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      (b)           Any
        representation or warranty of the Company in this Agreement or in the
        Intellectual Property Security Agreement shall prove to have been incorrect
        in
        any material respect when made;

       

      (c)           The
        failure by the Company to observe or perform any of its obligations hereunder
        or
        in the Intellectual Property Security Agreement for ten (10) days after receipt
        by the Company of notice of such failure from the Secured Party;
        and

       

      (d)           Any
        breach of, or default under, the Warrants.

       

      5.           Duty
        To Hold In Trust.  Upon the occurrence of any Event of Default and
        at any time thereafter, the Company shall, upon receipt by it of any revenue,
        income or other sums subject to the Security Interest, whether payable pursuant
        to the Notes or otherwise, or of any check, draft, note, trade acceptance
        or
        other instrument evidencing an obligation to pay any such sum, hold the same
        in
        trust for the Secured Party and shall forthwith endorse and transfer any
        such
        sums or instruments, or both, to the Secured Party for application to the
        satisfaction of the Obligations.

       

      6.           Rights
        and Remedies Upon Default.  Upon occurrence of any Event of
        Default and at any time thereafter, the Secured Party shall have the right
        to
        exercise all of the remedies conferred hereunder and under the Notes, and
        the
        Secured Party shall have all the rights and remedies of a secured party under
        the UCC and/or any other applicable law (including the Uniform Commercial
        Code
        of any jurisdiction in which any Collateral is then located).  Without
        limitation, the Secured Party shall have the following rights and
        powers:

       

      (a)           The
        Secured Party shall have the right to take possession of the Collateral and,
        for
        that purpose, enter, with the aid and assistance of any person, any premises
        where the Collateral, or any part thereof, is or may be placed and remove
        the
        same, and the Company shall assemble the Collateral and make it available
        to the
        Secured Party at places which the Secured Party shall reasonably select,
        whether
        at the Company’s premises or elsewhere, and make available to the Secured Party,
        without rent, all of the Company’s respective premises and facilities for the
        purpose of the Secured Party taking possession of, removing or putting the
        Collateral in saleable or disposable form.

       

      (b)           The
        Secured Party shall have the right to operate the business of the Company
        using
        the Collateral and shall have the right to assign, sell, lease or otherwise
        dispose of and deliver all or any part of the Collateral, at public or private
        sale or otherwise, either with or without special conditions or stipulations,
        for cash or on credit or for future delivery, in such parcel or parcels and
        at
        such time or times and at such place or places, and upon such terms and
        conditions as the Secured Party may deem commercially reasonable, all without
        (except as shall be required by applicable statute and cannot be waived)
        advertisement or demand upon or notice to the Company or right of redemption
        of
        the Company, which are hereby expressly waived.  Upon each such sale,
        lease, assignment or other transfer of Collateral, the Secured Party may,
        unless
        prohibited by applicable law which cannot be waived, purchase all or any
        part of
        the Collateral being sold, free from and discharged of all trusts, claims,
        right
        of redemption and equities of the Company, which are hereby waived and
        released.

       


      
        
           

        

        
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      7.           Applications
        of Proceeds.  The proceeds of any such sale, lease or other
        disposition of the Collateral hereunder shall be applied first, to the expenses
        of retaking, holding, storing, processing and preparing for sale, selling,
        and
        the like (including, without limitation, any taxes, fees and other costs
        incurred in connection therewith) of the Collateral, to the reasonable
        attorneys’ fees and expenses incurred by the Secured Party in enforcing its
        rights hereunder and in connection with collecting, storing and disposing
        of the
        Collateral, and then to satisfaction of the Obligations, and to the payment
        of
        any other amounts required by applicable law, after which the Secured Party
        shall pay to the Company any surplus proceeds.  If, upon the sale,
        license or other disposition of the Collateral, the proceeds thereof are
        insufficient to pay all amounts to which the Secured Party is legally entitled,
        the Company will be liable for the deficiency, together with interest thereon,
        at the rate of 15% per annum (the “Default Rate”), and the reasonable
        fees of any attorneys employed by the Secured Party to collect such
        deficiency.  To the extent permitted by applicable law, the Company
        waives all claims, damages and demands against the Secured Party arising
        out of
        the repossession, removal, retention or sale of the Collateral, unless due
        to
        the gross negligence or willful misconduct of the Secured Party.

       

      8.           Costs
        and
        Expenses.                                           The
        Company agrees to pay all out-of-pocket fees, costs and expenses incurred
        in
        connection with any filing required hereunder, including without limitation,
        any
        financing statements, continuation statements, partial releases and/or
        termination statements related thereto or any expenses of any searches
        reasonably required by the Secured Party.  The Company shall also pay
        all other claims and charges which in the reasonable opinion of the Secured
        Party might prejudice, imperil or otherwise affect the Collateral or the
        Security Interest therein.  The Company will also, upon demand, pay to
        the Secured Party the amount of any and all reasonable expenses, including
        the
        reasonable fees and expenses of its counsel and of any experts and agents,
        which
        the Secured Party may incur in connection with (i) the enforcement of this
        Agreement, (ii) the custody or preservation of, or the sale of, collection
        from, or other realization upon, any of the Collateral, or (iii) the
        exercise or enforcement of any of the rights of the Secured Party under the
        Notes.  Until so paid, any fees payable hereunder shall be added to
        the principal amount of the Notes and shall bear interest at the Default
        Rate.

       

      9.           Responsibility
        for Collateral.  The Company assumes all liabilities and
        responsibility in connection with all Collateral, and the obligations of
        the
        Company hereunder or under the Notes and the Warrants shall in no way be
        affected or diminished by reason of the loss, destruction, damage or theft
        of
        any of the Collateral or its unavailability for any reason.

       

      10.           Security
        Interest Absolute.  All rights of the Secured Party and all
        Obligations of the Company hereunder, shall be absolute and unconditional,
        irrespective of: (a) any lack of validity or enforceability of this
        Agreement, the Notes, the Warrants or any agreement entered into in connection
        with the foregoing, or any portion hereof or thereof; (b) any change in the
        time, manner or place of payment or performance of, or in any other term
        of, all
        or any of the Obligations, or any other amendment or waiver of or any consent
        to
        any departure from the Notes, the Warrants or any other agreement entered
        into
        in connection with the foregoing; (c)  any exchange, release or
        nonperfection of any of the Collateral, or any release or amendment or waiver
        of
        or consent to departure from any other collateral for, or any guaranty, or
        any
        other security, for all or any of the Obligations; (d) any action by the
        Secured Party to obtain, adjust, settle and cancel in its sole discretion
        any
        insurance claims or matters made or arising in connection with the Collateral;
        or (e) any other circumstance which might otherwise constitute

       


      
        
           

        

        
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      any
        legal
        or equitable defense available to the Company, or a discharge of all or any
        part
        of the Security Interest granted hereby.  Until the Obligations shall
        have been paid and performed in full, the rights of the Secured Party shall
        continue even if the Obligations are barred for any reason, including, without
        limitation, the running of the statute of limitations or
        bankruptcy.  The Company expressly waives presentment, protest, notice
        of protest, demand, notice of nonpayment and demand for
        performance.  In the event that at any time any transfer of any
        Collateral or any payment received by the Secured Party hereunder shall be
        deemed by final order of a court of competent jurisdiction to have been a
        voidable preference or fraudulent conveyance under the bankruptcy or insolvency
        laws of the United States, or shall be deemed to be otherwise due to any
        party
        other than the Secured Party, then, in any such event, the Company’s obligations
        hereunder shall survive cancellation of this Agreement, and shall not be
        discharged or satisfied by any prior payment thereof and/or cancellation
        of this
        Agreement, but shall remain a valid and binding obligation enforceable in
        accordance with the terms and provisions hereof.  The Company waives
        all right to require the Secured Party to proceed against any other person
        or to
        apply any Collateral which the Secured Party may hold at any time, or to
        marshal
        assets, or to pursue any other remedy.  The Company waives any defense
        arising by reason of the application of the statute of limitations to any
        obligation secured hereby.

       

      11.           Term
        of Agreement.  This Agreement and the Security Interest shall
        terminate on the date on which all payments under the Notes have been made
        in
        full and all other Obligations have been paid or discharged.  Upon
        such termination, the Secured Party, at the request and at the expense of
        the
        Company, will join in executing any termination statement with respect to
        any
        financing statement executed and filed pursuant to this Agreement.

       

      12.           Power
        of Attorney; Further Assurances.

       

      (a)           The
        Company authorizes the Secured Party, and does hereby make, constitute and
        appoint it, and its respective officers, agents, successors or assigns with
        full
        power of substitution, as the Company’s true and lawful attorney-in-fact, with
        power, in its own name or in the name of the Company, to, after the occurrence
        and during the continuance of an Event of Default, (i) endorse any notes,
        checks, drafts, money orders, or other instruments of payment (including
        payments payable under or in respect of any policy of insurance) in respect
        of
        the Collateral that may come into possession of the Secured Party; (ii) to
        sign and endorse any UCC financing statement or any invoice, freight or express
        bill, bill of lading, storage or warehouse receipts, drafts against debtors,
        assignments, verifications and notices in connection with accounts, and other
        documents relating to the Collateral; (iii) to pay or discharge taxes,
        liens, security interests or other encumbrances at any time levied or placed
        on
        or threatened against the Collateral; (iv) to demand, collect, receipt for,
        compromise, settle and sue for monies due in respect of the Collateral; and
        (v) generally, to do, at the option of the Secured Party, and at the
        Company’s expense, at any time, or from time to time, all acts and things which
        the Secured Party deems necessary to protect, preserve and realize upon the
        Collateral and the Security Interest granted therein in order to effect the
        intent of this Agreement, the Notes and the Warrants, all as fully and
        effectually as the Company might or could do; and the Company hereby ratifies
        all that said attorney shall lawfully do or cause to be done by virtue
        hereof.  This power of attorney is coupled with an interest and shall
        be irrevocable for the term of this Agreement and thereafter as long as any
        of
        the Obligations shall be outstanding.

       


      
        
           

        

        
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      (b)           On
        a continuing basis, the Company will make, execute, acknowledge, deliver,
        file
        and record, as the case may be, in the proper filing and recording places
        in any
        jurisdiction, including, without limitation, the jurisdictions indicated
        on
Schedule B, attached hereto, all such instruments, and take all such
        action as may reasonably be deemed necessary or advisable, or as reasonably
        requested by the Secured Party, to perfect the Security Interest granted
        hereunder and otherwise to carry out the intent and purposes of this Agreement,
        or for assuring and confirming to the Secured Party the grant or perfection
        of a
        security interest in all the Collateral.

       

      (c)           The
        Company hereby irrevocably appoints the Secured Party as the Company’s
        attorney-in-fact, with full authority in the place and stead of the Company
        and
        in the name of the Company, from time to time in the Secured Party’s discretion,
        to take any action and to execute any instrument which the Secured Party
        may
        deem necessary or advisable to accomplish the purposes of this Agreement,
        including the filing, in its sole discretion, of one or more financing or
        continuation statements and amendments thereto, relative to any of the
        Collateral without the signature of the Company where permitted by
        law.

       

      13.           Notices.  All
        notices, requests, demands and other communications hereunder shall be in
        writing, with copies to all the other parties hereto, and shall be deemed
        to
        have been duly given when (i) if delivered by hand, upon receipt,
        (ii) if sent by facsimile, upon receipt of proof of sending thereof,
        (iii) if sent by nationally recognized overnight delivery service (receipt
        requested), the next business day or (iv) if mailed by first-class
        registered or certified mail, return receipt requested, postage prepaid,
        four
        days after posting in the U.S. mails, in each case if delivered to the following
        addresses:

       

      
        	
                If
                  to the Company:

              	
                Juniper
                  Group, Inc.

              


      

       

      
        	
                 

              	
                20283
                  State Road, Suite 400

              


      

       

      
        	
                 

              	
                Boca
                  Raton, Florida 33498

              


      

       

      
        	
                 

              	
                Attention:  Chief
                  Executive Officer

              


      

       

      
        	
                 

              	
                Telephone:  (561)
                  482-9327

              


      

       

      
        	
                 

              	
                Facsimile:
                  (561) 482-9328

              


      

       

      


       

      With
        a
        copy
        to:                                                      Sichenzia
        Ross Friedman Ference LLP

      1065
        Avenue of the Americas

      New
        York,
        NY  10018

      Attention:   Gregory
        Sichenzia, Esq.

      Telephone:  (212)
        930-9700

      Facsimile:   (212)
        930-9725

       

      


      



      
        
           

        

        
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            9
            -

          
            

          

        

        
           

        

      


      If
        to the
        Secured
        Party:                                                      AJW
        Partners, LLC

      AJW
        Master Fund, Ltd.

      New
        Millennium Capital Partners II, LLC

      1044
        Northern Boulevard

      Suite
        302

      Roslyn,
        New York 11576

      Attention:  Corey
        Ribotsky

      Facsimile:  516-739-7115

      
        	
                 

              	
                With
                  a copy to:

              	
                Ballard
                  Spahr Andrews & Ingersoll, LLP

              


      

       

      
        	
                 

              	
                1735
                  Market Street, 51st
                  Floor

              


      

       

      
        	
                 

              	
                Philadelphia,
                  Pennsylvania  19103

              


      

       

      
        	
                 

              	
                Attention:  Gerald
                  J. Guarcini, Esq.

              


      

       

      
        	
                 

              	
                Facsimile:  215-864-8999

              


      

       

      14.           Other
        Security.  To the extent that the Obligations are now or hereafter
        secured by property other than the Collateral or by the guarantee, endorsement
        or property of any other person, firm, corporation or other entity, then
        the
        Secured Party shall have the right, in its sole discretion, to pursue,
        relinquish, subordinate, modify or take any other action with respect thereto,
        without in any way modifying or affecting any of the Secured Party’s rights and
        remedies hereunder.

       

      15.           Miscellaneous.

       

      (a)           No
        course of dealing between the Company and the Secured Party, nor any failure
        to
        exercise, nor any delay in exercising, on the part of the Secured Party,
        any
        right, power or privilege hereunder or under the Notes shall operate as a
        waiver
        thereof; nor shall any single or partial exercise of any right, power or
        privilege hereunder or thereunder preclude any other or further exercise
        thereof
        or the exercise of any other right, power or privilege.

       

      (b)           All
        of the rights and remedies of the Secured Party with respect to the Collateral,
        whether established hereby or by the Notes or by any other agreements,
        instruments or documents or by law shall be cumulative and may be exercised
        singly or concurrently.

       

      (c)           This
        Agreement constitutes the entire agreement of the parties with respect to
        the
        subject matter hereof and is intended to supersede all prior negotiations,
        understandings and agreements with respect thereto.  Except as
        specifically set forth in this Agreement, no provision of this Agreement
        may be
        modified or amended except by a written agreement specifically referring
        to this
        Agreement and signed by the parties hereto.

       

      (d)           In
        the event that any provision of this Agreement is held to be invalid, prohibited
        or unenforceable in any jurisdiction for any reason, unless such provision
        is
        narrowed by judicial construction, this Agreement shall, as to such
        jurisdiction, be construed as if such invalid, prohibited or unenforceable
        provision had been more narrowly drawn so as not to be invalid, prohibited
        or
        unenforceable.  If, notwithstanding the foregoing, any provision of
        this Agreement is held to be invalid, prohibited or unenforceable in any
        jurisdiction, such provision, as to such jurisdiction, shall be ineffective
        to
        the extent of such invalidity, prohibition or unenforceability without
        invalidating the remaining portion of such provision or the other

       


      
        
           

        

        
          -
            10
            -

          
            

          

        

        
           

        

      


      provisions
        of this Agreement and without affecting the validity or enforceability of
        such
        provision or the other provisions of this Agreement in any other
        jurisdiction.

       

      (e)           No
        waiver of any breach or default or any right under this Agreement shall be
        considered valid unless in writing and signed by the party giving such waiver,
        and no such waiver shall be deemed a waiver of any subsequent breach or default
        or right, whether of the same or similar nature or otherwise.

       

      (f)           This
        Agreement shall be binding upon and inure to the benefit of each party hereto
        and its successors and assigns.

       

      (g)           Each
        party shall take such further action and execute and deliver such further
        documents as may be necessary or appropriate in order to carry out the
        provisions and purposes of this Agreement.

       

      (h)           This
        Agreement shall be construed in accordance with the laws of the State of
        New
        York, except to the extent the validity, perfection or enforcement of a security
        interest hereunder in respect of any particular Collateral which are governed
        by
        a jurisdiction other than the State of New York in which case such law shall
        govern.  Each of the parties hereto irrevocably submit to the
        exclusive jurisdiction of any New York State or United States Federal court
        sitting in Manhattan county over any action or proceeding arising out of
        or
        relating to this Agreement, and the parties hereto hereby irrevocably agree
        that
        all claims in respect of such action or proceeding may be heard and determined
        in such New York State or Federal court.  The parties hereto agree
        that a final judgment in any such action or proceeding shall be conclusive
        and
        may be enforced in other jurisdictions by suit on the judgment or in any
        other
        manner provided by law.  The parties hereto further waive any
        objection to venue in the State of New York and any objection to an action
        or
        proceeding in the State of New York on the basis of forum non
        conveniens.

       

      (i)           EACH
        PARTY HERETO HEREBY AGREES TO WAIVE ITS RESPECTIVE RIGHTS TO A JURY TRIAL
        OF ANY
        CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS
        AGREEMENT.  THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL
        ENCOMPASSING OF ANY DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE
        TO
        THE SUBJECT MATER OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION CONTRACT
        CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND
        STATUTORY CLAIMS.  EACH PARTY HERETO ACKNOWLEDGES THAT THIS WAIVER IS
        A MATERIAL INDUCEMENT FOR EACH PARTY TO ENTER INTO A BUSINESS RELATIONSHIP,
        THAT
        EACH PARTY HAS ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THIS AGREEMENT
        AND
        THAT EACH PARTY WILL CONTINUE TO RELY ON THIS WAIVER IN THEIR RELATED FUTURE
        DEALINGS. EACH PARTY FURTHER WARRANTS AND REPRESENTS THAT IT HAS REVIEWED
        THIS
        WAIVER WITH ITS LEGAL COUNSEL, AND THAT SUCH PARTY HAS KNOWINGLY AND VOLUNTARILY
        WAIVES ITS RIGHTS TO A JURY TRIAL FOLLOWING SUCH CONSULTATION.  THIS
        WAIVER IS IRREVOCABLE, MEANING THAT, NOTWITHSTANDING ANYTHING HEREIN TO THE
        CONTRARY, IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THIS WAIVER
        SHALL APPLY

       


      
        
           

        

        
          -
            11
            -

          
            

          

        

        
           

        

      


      TO
        ANY
        SUBSEQUENT AMENDMENTS, RENEWALS AND SUPPLEMENTS OR MODIFICATIONS TO THIS
        AGREEMENT.  IN THE EVENT OF A LITIGATION, THIS AGREEMENT MAY BE FILED
        AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

       

      (j)           This
        Agreement may be executed in any number of counterparts, each of which when
        so
        executed shall be deemed to be an original and, all of which taken together
        shall constitute one and the same Agreement.  In the event that any
        signature is delivered by facsimile transmission, such signature shall create
        a
        valid binding obligation of the party executing (or on whose behalf such
        signature is executed) the same with the same force and effect as if such
        facsimile signature were the original thereof.

       

      


       

      


       

      


       

      


       

      


       

      


       

      [REMAINDER
        OF PAGE INTENTIONALLY LEFT BLANK]


      
        
           

        

        
          -
            12
            -

          
            

          

        

        
           

        

      


      IN
        WITNESS WHEREOF, the parties hereto have caused this Security Agreement to
        be
        duly executed on the day and year first above written.

       

       

      JUNIPER
        GROUP, INC.

       

      By:  _____________________________________

      Vlado
        P.
        Hreljanovic

       

      Chief
        Executive Officer

       

      


       

      AJW
        PARTNERS, LLC

       

      By:
        SMS
        Group, LLC

       

      
        	
                 

              	
                By:  _____________________________________

              


      

       

      
        	
                 

              	
                Corey
                  S. Ribotsky

              


      

       

      
        	
                 

              	
                Manager

              


      

       

      


       

      AJW
        MASTER FUND, LTD.

       

      By:  First
        Street Manager II, LLC

       

      
        	
                 

              	
                By:  _____________________________________

              


      

       

      
        	
                 

              	
                Corey
                  S. Ribotsky

              


      

       

      
        	
                 

              	
                Manager

              


      

       

      


       

      


      
        	
                 

              	
                NEW
                  MILLENNIUM CAPITAL PARTNERS II,
                  LLC

              


      

      
        	
                 

              	
                By:  First
                  Street Manager II, LLC

              


      

       

      
        	
                 

              	
                By:  _____________________________________

              


      

       

      
        	
                 

              	
                Corey
                  S. Ribotsky

              


      

       

      
        	
                 

              	
                Manager

              


      

       


      
        
           

        

        
          -
            13
            -

          
            

          

        

        
           

        

      


      SCHEDULE
        A

       

      Subsidiaries
        of the Company

       

      


       

      


       

      Places
        where the Collateral is stored or located

       

      


       

      
        	
                 

              	
                Principal
                  Place of Business of the
                  Company

              


      

       

      


       

      


       

      


       


      
        
           

        

        
          -
            14
            -

          
            

          

        

        
           

        

      


      SCHEDULE
        B

       

      Jurisdictions

       

      


       

      


       


      
        
           

        

        
          -
            15
            -

          
            

          

        

        
           

        

      


      


       

      SCHEDULE
        C

       

      Liens,
        interests, encumbrances, rights or claims against the
        Collateral

       

      


       

      Financing
        statement, security agreement, license or transfer covering or affecting
        the
        Collateral

       

      


       

      Any
        future financing Statement

       

      


       

      Conflicts,
        breach or default

       


      
        
           

        

        
          -
            16
            -