ex10-10.htm


     

    
      

      

    

    

      INTELLECTUAL
        PROPERTY SECURITY AGREEMENT

       

      INTELLECTUAL
        PROPERTY SECURITY AGREEMENT (this “Agreement” dated as of December 26,
        2007, by and among Juniper Group, Inc., a Nevada corporation (the
“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 Intellectual Property (defined below) 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; and

       

      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.           Defined
        Terms.  Unless otherwise defined herein, terms which are defined
        in the Purchase Agreement and used herein are so used as so defined; and
        the
        following terms shall have the following meanings:

       

      “Software
        Intellectual Property” shall mean:

       

      (a)           all
        software programs (including all source code, object code and all related
        applications and data files), whether now owned, upgraded, enhanced, licensed
        or
        leased or hereafter acquired by the Company, above;

       

      (b)           all
        computers and electronic data processing hardware and firmware associated
        therewith;

       

      (c)           all
        documentation (including flow charts, logic diagrams, manuals, guides and
        specifications) with respect to such software, hardware and firmware described
        in the preceding clauses (a) and (b); and

       

      (d)           all
        rights with respect to all of the foregoing, including, without limitation,
        any
        and all upgrades, modifications, copyrights, licenses, options, warranties,
        service contracts, program services, test rights, maintenance rights, support
        rights, improvement rights, renewal rights and indemnifications and
        substitutions, replacements, additions, or model conversions of any of the
        foregoing.

       


      
        
           

        

        
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      “Copyrights”
        shall mean (a) all copyrights, registrations and applications for registration,
        issued or filed, including any reissues, extensions or renewals thereof,
        by or with the United States Copyright Office or any similar office or agency
        of
        the United States, any state thereof, or any other country or political
        subdivision thereof, or otherwise, including, all rights in and to the material
        constituting the subject matter thereof, including, without limitation, any
        referred to in Schedule B hereto, and (b) any rights in any material
        which is copyrightable or which is protected by common law, United States
        copyright laws or similar laws or any law of any State, including, without
        limitation, any thereof referred to in Schedule B hereto.

       

      “Copyright
        License” shall mean any agreement, written or oral, providing for a grant by
        the Company of any right in any Copyright, including, without limitation,
        any
        thereof referred to in Schedule B hereto.

       

      “Intellectual
        Property” shall means, collectively, the Software Intellectual Property,
        Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks, Trademark
        Licenses and Trade Secrets.

       

      “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.

       

      “Patents”
        shall mean (a) all letters patent of the United States or any other country
        or
        any political subdivision thereof, and all reissues and extensions thereof,
        including, without limitation, any thereof referred to in Schedule B
        hereto, and (b) all applications for letters patent of the United States
        and all
        divisions, continuations and continuations-in-part thereof or any other country
        or any political subdivision, including, without limitation, any thereof
        referred to in Schedule B hereto.

       

      “Patent
        License” shall mean all agreements, whether written or oral, providing for
        the grant by the Company of any right to manufacture, use or sell any invention
        covered by a Patent, including, without limitation, any thereof referred
        to in
Schedule B hereto.

       

      “Security
        Agreement” shall mean the Security Agreement, dated the date hereof between
        Company and the Secured Party.

       

      “Trademarks”
        shall mean (a) all trademarks, trade names, corporate names, company names,
        business names, fictitious business names, trade styles, service marks, logos
        and other source or business identifiers, and the goodwill associated therewith,
        now existing or hereafter adopted or acquired, all registrations and recordings
        thereof, and all applications in connection therewith, whether in the United
        States Patent and Trademark Office or in any similar office or agency of
        the
        United States, any state thereof or any other country or any political
        subdivision thereof, or otherwise, including, without limitation, any thereof
        referred to in Schedule B hereto, and (b) all reissues, extensions or
        renewals thereof.

       


      
        
           

        

        
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      “Trademark
        License” shall mean any agreement, written or oral, providing for the grant
        by the Company of any right to use any Trademark, including, without limitation,
        any thereof referred to in Schedule B hereto.

       

      “Trade
        Secrets” shall mean common law and statutory trade secrets and all other
        confidential or proprietary or useful information and all know-how obtained
        by
        or used in or contemplated at any time for use in the business of the Company
        (all of the foregoing being collectively called a “Trade Secret”),
        whether or not such Trade Secret has been reduced to a writing or other tangible
        form, including all documents and things embodying, incorporating or referring
        in any way to such Trade Secret, all Trade Secret licenses, including each
        Trade
        Secret license referred to in Schedule B hereto, and including the right
        to sue for and to enjoin and to collect damages for the actual or threatened
        misappropriation of any Trade Secret and for the breach or enforcement of
        any
        such Trade Secret license.

       

      2.           Grant
        of Security Interest.  In accordance with Section 3(m) of the
        Security Agreement, 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
        Intellectual Property (the “Security Interest”).

       

      3.           Representations
        and Warranties.  The Company hereby represents and warrants, 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
        the
        Intellectual Property is stored or located, except as set forth on Schedule
        A attached hereto;

       

      (c)           The
        Company is the sole owner of the Intellectual Property (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
        Intellectual Property, except as set forth on Schedule D, or for a
        financing statement covering assets acquired by the Company after the date
        hereof.  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 Intellectual Property, except
        as set
        forth on

       


      
        
           

        

        
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      Schedule
        D.  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 D or for
        a financing statement covering assets acquired by the Company after the date
        hereof, provided that the value of the Intellectual Property covered by this
        Agreement along with the Collateral (as defined in the Security Agreement)
        is
        equal to at least 150% of the Obligations.

       

      (d)           The
        Company shall at all times maintain its books of account and records relating
        to
        the Intellectual Property at its principal place of business and its
        Intellectual Property at the locations set forth on Schedule A attached
        hereto and may not relocate such books of account and records 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 the necessary documents have been
        filed and recorded and other steps have been taken to perfect the Security
        Interest to create in favor of the Secured Party valid, perfected and continuing
        first priority liens in the Intellectual Property to the extent they can
        be
        perfected through such filings.

       

      (e)           This
        Agreement creates in favor of the Secured Party a valid security interest
        in the
        Intellectual Property securing the payment and performance of the Obligations
        and, upon making the filings required hereunder, a perfected first priority
        security interest in such Intellectual Property to the extent that it can
        be
        perfected through such filings.

       

      (f)           
        Upon request of the Secured Party, the Company shall execute and deliver
        any and
        all agreements, instruments, documents, and papers as the Secured Party may
        request to evidence the Secured Party’s security interest in the Intellectual
        Property and the goodwill and general intangibles of the Company relating
        thereto or represented thereby, and the Company hereby appoints the Secured
        Party its attorney-in-fact to execute and file all such writings for the
        foregoing purposes, all acts of such attorney being hereby ratified and
        confirmed; such power being coupled with an interest is irrevocable until
        the
        Obligations have been fully satisfied and are paid in full.

       

      (g)           Except
        as set forth on Schedule D, 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.

       

      (h)           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 Intellectual Property to the extent they can be perfected by filing 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 Intellectual Property for the account of the Secured
        Party.  Without limiting the generality of the foregoing, the Company
        shall pay all fees, taxes and other amounts necessary to maintain the
        Intellectual Property and the Security Interest hereunder, and the Company
        shall
        obtain and furnish to the Secured Party from time to time, upon demand,
        such

       


      
        
           

        

        
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      releases
        and/or subordinations of claims and liens which may be required to maintain
        the
        priority of the Security Interest hereunder.

       

      (i)           The
        Company will not transfer, pledge, hypothecate, encumber, license (except
        for
        non-exclusive licenses granted by the Company in the ordinary course of
        business), sell or otherwise dispose of any of the Intellectual Property
        without
        the prior written consent of the Secured Party, which consent will not be
        unreasonably withheld.

       

      (j)           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
        Intellectual Property, and of the occurrence of any event which would have
        a
        material adverse effect on the value of the Intellectual Property or on the
        Secured Party’s security interest therein.

       

      (k)           The
        Company shall permit the Secured Party and its representatives and agents
        to
        inspect the Intellectual Property at any time, and to make copies of records
        pertaining to the Intellectual Property as may be requested by the Secured
        Party
        from time to time; provided however, that the Secured Party shall not publicly
        disclose any information which the Company advises the Secured Party is
        confidential.

       

      (l)           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 Intellectual Property.

       

      (m)           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 Intellectual Property and of any other information received
        by the Company that may materially affect the value of the Intellectual
        Property, the Security Interest or the rights and remedies of the Secured
        Party
        hereunder.

       

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

       

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

       

      (p)           Schedule
        B attached hereto includes all Licenses, and all Patents and Patent
        Licenses, if any, owned by the Company in its own name as of the date
        hereof.  Schedule B hereto includes all Trademarks and
        Trademark Licenses, if any, owned by the Company in its own name as of the
        date
        hereof.  Schedule B hereto includes all Copyrights and
        Copyright Licenses, if any, owned by the Company in its own name as of the
        date
        hereof.  Schedule B hereto includes all Trade Secrets and Trade
        Secret Licenses, if any, owned by the Company as of the date
        hereof.  To the best of the Company’s knowledge, each License, Patent,
        Trademark, Copyright and Trade Secret is valid, subsisting, unexpired,
        enforceable and has not been abandoned.  Except as set forth in
Schedule B, none of such Licenses, Patents, Trademarks, Copyrights and
        Trade Secrets is the subject of any licensing or franchise
        agreement.  To the best of the Company’s knowledge, no holding,
        decision or judgment has been rendered by any Governmental Body which would
        limit, cancel or question the validity of any License, Patent, Trademark,
        Copyright and Trade Secrets .  Except as set forth in Schedule
        B, no action or proceeding is pending (i) seeking to limit, cancel or
        question the validity of any License, Patent,

       


      
        
           

        

        
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      Trademark,
        Copyright or Trade Secret, or (ii) which, if adversely determined, would
        have a
        material adverse effect on the value of any License, Patent, Trademark,
        Copyright or Trade Secret.  The Company has used and will continue to
        use for the duration of this Agreement, proper statutory notice in connection
        with its use of the Patents, Trademarks and Copyrights and consistent standards
        of quality in products leased or sold under the Patents, Trademarks and
        Copyrights.

       

      (q)           With
        respect to any Intellectual Property:

       

      
        	
                 

              	
                (i)

              	
                such
                  Intellectual Property is subsisting and has not been adjudged invalid
                  or
                  unenforceable, in whole or in part;

              


      

       

      
        	
                 

              	
                (ii)

              	
                such
                  Intellectual Property is valid and
                  enforceable;

              


      

       

      
        	
                 

              	
                (iii)

              	
                the
                  Company has made all necessary filings and recordations to protect
                  its
                  interest in such Intellectual Property, including, without limitation,
                  recordations of all of its interests in the Patents, Patent Licenses,
                  Trademarks and Trademark Licenses in the United States Patent and
                  Trademark Office and in corresponding offices throughout the world
                  and its
                  claims to the Copyrights and Copyright Licenses in the United States
                  Copyright Office and in corresponding offices throughout the
                  world;

              


      

       

      
        	
                 

              	
                (iv)

              	
                other
                  than as set forth in Schedule B, the Company is the exclusive owner
                  of the entire and unencumbered right, title and interest in and
                  to such
                  Intellectual Property and no claim has been made that the use of
                  such
                  Intellectual Property infringes on the asserted rights of any third
                  party;
                  and

              


      

       

      
        	
                 

              	
                (v)

              	
                the
                  Company has performed and will continue to perform all acts and
                  has paid
                  all required fees and taxes to maintain each and every item of
                  Intellectual Property in full force and effect throughout the world,
                  as
                  applicable.

              


      

       

      (r)           Except
        with respect to any Trademark or Copyright that the Company shall reasonably
        determine is of negligible economic value to the Company, the Company
        shall:

       

      (i)           maintain
        each Trademark and Copyright in full force free from any claim of abandonment
        for non-use, maintain as in the past the quality of products and services
        offered under such Trademark or Copyright;  employ such Trademark or
        Copyright with the appropriate notice of registration; not adopt or use any
        mark
        which is confusingly similar or a colorable imitation of such Trademark or
        Copyright unless the Secured Party shall obtain a perfected security interest
        in
        such mark pursuant to this Agreement; and not (and not permit any licensee
        or
        sublicensee thereof to) do any act or knowingly omit to do any act whereby
        any
        Trademark or Copyright may become invalidated;

       


      
        
           

        

        
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      (ii)           not,
        except with respect to any Patent that it shall reasonably determine is of
        negligible economic value to it, do any act, or omit to do any act, whereby
        any
        Patent may become abandoned or dedicated; and

       

      (iii)           notify
        the Secured Party immediately if it knows, or has reason to know, that any
        application or registration relating to any Patent, Trademark or Copyright
        may
        become abandoned or dedicated, or of any adverse determination or development
        (including, without limitation, the institution of, or any such determination
        or
        development in, any proceeding in the United States Patent and Trademark
        Office,
        United States Copyright Office or any court or tribunal in any country)
        regarding its ownership of any Patent, Trademark or Copyright or its right
        to
        register the same or to keep and maintain the same.

       

      (s)           Whenever
        the Company, either by itself or through any agent, employee, licensee or
        designee, shall file an application for the registration of any Patent,
        Trademark or Copyright with the United States Patent and Trademark Office,
        United States Copyright Office or any similar office or agency in any other
        country or any political subdivision thereof or acquire rights to any new
        Patent, Trademark or Copyright whether or not registered, report such filing
        to
        the Secured Party within five business days after the last day of the fiscal
        quarter in which such filing occurs.

       

      (t)           The
        Company shall take all reasonable and necessary steps, including, without
        limitation, in any proceeding before the United States Patent and Trademark
        Office, United States Copyright Office or any similar office or agency in
        any
        other country or any political subdivision thereof, to maintain and pursue
        each
        application (and to obtain the relevant registration) and to maintain each
        registration of the Patents, Trademarks and Copyrights, including, without
        limitation, filing of applications for renewal, affidavits of use and affidavits
        of incontestability.

       

      (u)           In
        the event that any Patent, Trademark or Copyright included in the Intellectual
        Property is infringed, misappropriated or diluted by a third party, promptly
        notify the Secured Party after it learns thereof and shall, unless it shall
        reasonably determine that such Patent, Trademark or Copyright is of negligible
        economic value to it, which determination it shall promptly report to the
        Secured Party, promptly sue for infringement, misappropriation or dilution,
        to
        seek injunctive relief where appropriate and to recover any and all damages
        for
        such infringement, misappropriation or dilution, or take such other actions
        as
        it shall reasonably deem appropriate under the circumstances to protect such
        Patent, Trademark or Copyright.  If the Company lacks the financial
        resources to comply with this Section 3(t), the Company shall so notify the
        Secured Party and shall cooperate fully with any enforcement action undertaken
        by the Secured Party on behalf of the 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;

       

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

       


      
        
           

        

        
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      (c)           The
        failure by the Company to observe or perform any of its obligations hereunder
        or
        in the 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 Intellectual Property 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 Intellectual
        Property and, for that purpose, enter, with the aid and assistance of any
        person, any premises where the Intellectual Property, or any part thereof,
        is or
        may be placed and remove the same, and the Company shall assemble the
        Intellectual Property 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 Intellectual Property
        in
        saleable or disposable form.

       

      (b)           The
        Secured Party shall have the right to operate the business of the Company
        using
        the Intellectual Property and shall have the right to assign, sell, lease
        or
        otherwise dispose of and deliver all or any part of the Intellectual Property,
        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 Intellectual Property,
        the Secured Party may, unless prohibited by applicable law which cannot be
        waived, purchase all or any part of the Intellectual Property being sold,
        free
        from and discharged of all trusts, claims, right of redemption and equities
        of
        the Company, which are hereby waived and released.

       

      7.           Applications
        of Proceeds.  The proceeds of any such sale, lease or other
        disposition of the Intellectual Property 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 Intellectual Property, to
        the
        reasonable attorneys’ fees and expenses incurred by the Secured

       


      
        
           

        

        
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      Party
        in
        enforcing its rights hereunder and in connection with collecting, storing
        and
        disposing of the Intellectual Property, 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
        Intellectual Property, 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 Intellectual Property, 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 Intellectual Property
        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 Intellectual Property,
        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 Intellectual Property.  The Company assumes all liabilities
        and responsibility in connection with all Intellectual Property, 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 Intellectual Property 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 Intellectual Property, or any release or amendment
        or waiver of or consent to departure from any other Intellectual Property
        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 Intellectual Property; or (e) any other circumstance which might otherwise
        constitute 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

       


      
        
           

        

        
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            9
            -

          
            

          

        

        
           

        

      


      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
        Intellectual Property 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 Intellectual Property 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 Intellectual Property 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 Intellectual Property; (iii) to pay or discharge
        taxes, liens, security interests or other encumbrances at any time levied
        or
        placed on or threatened against the Intellectual Property; (iv) to demand,
        collect, receipt for, compromise, settle and sue for monies due in respect
        of
        the Intellectual Property; 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 Intellectual Property 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.

       

      (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 C, attached hereto, all such instruments, and take all such
        action as may reasonably be deemed

       


      
        
           

        

        
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            10
            -

          
            

          

        

        
           

        

      


      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 Intellectual
        Property.

       

      (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
        Intellectual Property 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

       

      


       

      


      
        	
                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

              


      

       


      
        
           

        

        
          -
            11
            -

          
            

          

        

        
           

        

      


      
        	
                With
                  copies to:

              	
                Ballard
                  Spahr Andrews & Ingersoll, LLP

              


      

       

      1735
        Market Street, 51st Floor

      Philadelphia,
        Pennsylvania  19103

      Attention:  Gerald
        J. Guarcini, Esquire

      Facsimile:  215-864-8999

       

      14.           Other
        Security.  To the extent that the Obligations are now or hereafter
        secured by property other than the Intellectual Property 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 Intellectual
        Property, 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 and the Security Agreement constitute 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 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.

       


      
        
           

        

        
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            12
            -

          
            

          

        

        
           

        

      


      (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 Intellectual Property 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 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.

       


      
        
           

        

        
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            13
            -

          
            

          

        

        
           

        

      


      [REMAINDER
        OF PAGE INTENTIONALLY LEFT BLANK]

       


      
        
           

        

        
          -
            14
            -

          
            

          

        

        
           

        

      


      IN
        WITNESS WHEREOF, the parties hereto have caused this 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

       

      


       


      
        
           

        

        
          -
            15
            -

          
            

          

        

        
           

        

      


      SCHEDULE
        A

       

      Principal
        Place of Business of the Company:

       

      


       

      


      Locations
        Where Intellectual Property is Located or Stored:

       

      


      


      


      List
        of Subsidiaries of the Company:

       

      


       


      
        
           

        

        
          -
            16
            -

          
            

          

        

        
           

        

      


      SCHEDULE
        B

       

      


      A.           Licenses,
        Patents and Patent Licenses

       

      


               Application  or                                      Registration
        or

      
        	
                 

              	
                Patent

              	
                 Registration
                  No.

              	
                Country

              	
                Filing
                  Date

              


      

      


      


      


      B.           Trademarks
        and Trademark Licenses

       

      Registration
        or

      
        	
                 

              	
                Trademark

              	
                Application
                  or Registration No.

              	
                Country

              	
                Filing
                  Date

              


      

      


      


      


      


      C.           Copyrights
        and Copyright Licenses

       

      


      


      D.           Trade
        Secrets and Trade Secret Licenses

       

      


      


      


      


      


      


      


      



      
        
           

        

        
          -
            17
            -

          
            

          

        

        
           

        

      


      SCHEDULE
        C

      


      Jurisdictions:

       

      


       

      


       


      
        
           

        

        
          -
            18
            -

          
            

          

        

        
           

        

      


      


       

      SCHEDULE
        D

       

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

       

      


       

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

       

      


       

      Any
        financing Statement

       

      


       

      Breach
        or default under any agreement to which the Company is bound

       


      
        
           

        

        
          -
            19
            -